SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    Form S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                             State of the Art, Inc.
             (Exact name of registrant as specified in its charter)

         California                                     95-3664592
(State or other jurisdiction of                       (IRS employer
 incorporation or organization)                     identification no.)

 56 Technology Dr., Irvine, California                92618-2301
(Address of principal executive offices)              (ZIP code)

                    1997 Employee Stock Purchase Plan
                        (Full title of the plan)

    Matthew E. Cavanaugh, Esq., General Counsel, STATE OF THE ART, INC.,
          56 Technology Drive, Irvine, California 92618-2301
              (Name and address of agent for service)

                              (714) 450-3831
    (Telephone number, including area code, of agent for service)

<TABLE>
                                          CALCULATION OF REGISTRATION FEE
<CAPTION>

------------------------ ---------------------- ---------------------- ----------------------- ----------------------
                                                                       Proposed maximum
Title of securities to   Amount to be           Proposed maximum       aggregate offering      Amount of
be registered            registered             offering price         price                   registration fee
------------------------ ---------------------- ---------------------- ----------------------- ----------------------

<S>                      <C>                    <C>                    <C>                    <C>   

Common stock,            1,000,000 shares       $15.75 (1) per share   $15,750,000.00         $4,772.73
No par value

Options to purchase      1,000,000 options       $0.001 per option          $1,000.00             $0.30
common stock,            to purchase
no par value             one share each

</TABLE>

         (1) The aggregate  offering price for 1,000,000  shares of common stock
registered  hereby,  which are to be offered to the registrant's  employees,  is
estimated  solely for the  purpose  of  calculating  the  registration  fee,  in
accordance with Rule  457(h)(1),  on the basis of the price of securities of the
same class as determined in  accordance  with Rule 457(c),  using the daily high
and low price of the common stock of the  registrant on NASDAQ as of November 6,
1997.

                                  Page 1 of 6

<PAGE>

Part II.  Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

     The following  documents are incorporated into this registration  statement
by this reference: 
     1. A copy of the  registrant's  annual report on Form 10-K,  for the fiscal
year ended  December  31,  1996,  filed with the United  States  Securities  and
Exchange Commission;
     2. Copies of the  registrant's  Forms 10-Q for the quarterly  periods ended
March 31, 1997, and June 30, 1997,  filed with the United States  Securities and
Exchange Commission; and 
     3. The description of the registrant's common stock, no par value, that the
registrant is offering (the "Securities") pursuant to registrant's 1997 Employee
Stock  Purchase  Plan,  as  that   description  is  contained  in   registrant's
registration  statement on Form 8-A, filed with the United States Securities and
Exchange Commission on April 12, 1991.

         The following  documents shall be deemed to be  incorporated  into this
registration  statement  by this  reference,  and be  part of this  registration
statement,  from  the date of  filing  of the  following  documents,  until  the
registrant  files a  post-effective  amendment  that:  (1)  indicates  that  all
Securities  have been sold, or (2)  deregisters  all Securities that then remain
unsold:
         All documents the registrant  files in the future  pursuant to sections
13(a), 13(c), 14, or 15(d) of the Securities and Exchange Act of 1934.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Item 14 of Part II of the registrant's Form S-1 registration statement,
registration  number  33-39771,  filed with the  United  States  Securities  and
Exchange  Commission,  is incorporated into this registration  statement by this
reference.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1 Registrant's articles of incorporation,  as amended.  (Incorporated
herein by this reference to Exhibits  3.1(a) through 3.1(g) of the  registrant's
registration statement on Form S-1, file no. 33-39771.)

         4.2  Registrant's  bylaws,  as  amended.  (Incorporated  herein by this
reference to Exhibit 3.3 of the registrant's registration statement on Form S-1,
file no. 33-39771.)

                                       2

<PAGE>

         4.3  Registrant's   certificate  of  determination  of  preferences  of
preferred  stock (series B).  (Incorporated  herein by this reference to Exhibit
3.2 of the registrant's registration statement on Form S-1, file no. 33-39771.)

         5. Opinion regarding legality. (Filed herewith.)

         23. Consent of counsel. (Included in Exhibit 5.)

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof;

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is  incorporated  by  reference  in this  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  herein,  and the offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit,  or  proceeding)  is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       3

<PAGE>

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Irvine, State of California, on November 12, 1997.

State of the Art, Inc., a California corporation

By:      DAVID W. HANNA
         --------------
         David W. Hanna
         President,
         Chief Executive Officer, and
         Chairman of the Board of Directors

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


         DAVID W. HANNA
         --------------
         David W. Hanna
         President,
         Chief Executive Officer, and
         Chairman of the Board of Directors
         November 12, 1997


         JAMES R. ECKSTAEDT
         ------------------
         James R. Eckstaedt
         Chief Financial Officer, Vice President
         of Finance, and Corporate Secretary
         (Principal Financial Officer and Principal Accounting Officer)
         November 12, 1997


         GEORGE RIVIERE
         --------------
         George Riviere
         Director
         November 12, 1997


         W. FRANK KING
         -------------
         W. Frank King
         Director
         November 12, 1997


         SUSAN L. RASINSKI
         -----------------
         Susan L. Rasinski
         Director
         November 12, 1997


         JAMES H. CLEMENT, JR.
         ---------------------
         James H. Clement, Jr.
         Director
         November 12, 1997

                                                4

<PAGE>

Exhibit Index:

<TABLE>
<CAPTION>
                                                                                    Page number
                                                                                    of this
Exhibit:                                                                            statement:

<S>                                                                                 <C>    

4.1  Articles of incorporation.                                                     *
4.2  Bylaws.                                                                        **
4.3  Certificate of determination of preferences of preferred stock (series B).     ***
5.   Opinion regarding legality.                                                    6
23.  Consent of counsel and independent auditors.                                   6

</TABLE>

     *Incorporated herein by this reference to Exhibits 3.1(a) through 3.1(g) of
the registrant's registration statement on Form S-1, file no. 33-39771.

     **Incorporated  herein by this reference to Exhibit 3.3 of the registrant's
registration statement on Form S-1, file no. 33-39771.

     ***Incorporated herein by this reference to Exhibit 3.2 of the registrant's
registration statement on Form S-1, file no. 33-39771.



                                       5

<PAGE>

         Exhibits 5 and 23:


                                 29 October 1997

State of the Art, Inc.
56 Technology Drive
Irvine, California 92618-2301

Ladies and Gentlemen:

         At your request, I have examined the form of registration  statement on
Form S-8 (the "Registration Statement") to be filed by State of the Art, Inc., a
California  corporation (the "Company"),  with the United States  Securities and
Exchange  Commission,  pursuant to the  Securities  Act of 1933, as amended (the
"Act"),  for the  purpose of  registering  the sale of  1,000,000  shares of the
Company's  common stock, no par value (the  "Securities"),  upon the exercise of
options granted under the Company's 1997 Employee Stock Purchase Plan.

         I am familiar  with the  proceedings  taken and proposed to be taken in
connection  with the issuance and sale of the Securities in the manner set forth
in the Registration  Statement.  Subject to the completion of those proceedings,
in my opinion the Securities will, when sold, be legally issued, fully paid, and
non-assessable.  I consent to the Company's use of this opinion as an exhibit to
the Registration Statement.

                               Very truly yours,



                               MATTHEW E.  CAVANAUGH  
                               ---------------------
                               Matthew  E.  Cavanaugh,  Esq.  
                               General  Counsel  and Assistant Secretary 
                               State of the Art, Inc., a California corporation



                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
State of the Art, Inc.:  


     We consent to the use of our reports incorporated herein by reference.  



                                        KPMG PEAT MARWICK LLP
                                        ---------------------
                                        KPMG Peat Marwick LLP

Orange County, California
November 12, 1997
                                       6
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{"company-data": {"conformed-name": "STATE OF THE ART INC /CA", "cik": "0000874097", "assigned-sic": "7372", "irs-number": "953664592", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40061", "film-number": "97715115"}, "business-address": {"street1": "56 TECHNOLOGY S", "city": "IRVINE", "state": "CA", "zip": "92718", "phone": "7147531222"}, "mail-address": {"street1": "56 TECHNOLOGY", "city": "IRVINE", "state": "CA", "zip": "92718"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                             State of the Art, Inc.
             (Exact name of registrant as specified in its charter)

         California                                     95-3664592
(State or other jurisdiction of                       (IRS employer
 incorporation or organization)                     identification no.)

 56 Technology Dr., Irvine, California                92618-2301
(Address of principal executive offices)              (ZIP code)

                    1997 Employee Stock Purchase Plan
                        (Full title of the plan)

    Matthew E. Cavanaugh, Esq., General Counsel, STATE OF THE ART, INC.,
          56 Technology Drive, Irvine, California 92618-2301
              (Name and address of agent for service)

                              (714) 450-3831
    (Telephone number, including area code, of agent for service)

                                          CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
                                                                       Proposed maximum
Title of securities to   Amount to be           Proposed maximum       aggregate offering      Amount of
be registered            registered             offering price         price                   registration fee
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common stock,            1,000,000 shares       $15.75 (1) per share   $15,750,000.00         $4,772.73
No par value

Options to purchase      1,000,000 options       $0.001 per option          $1,000.00             $0.30
common stock,            to purchase
no par value             one share each
(1) The aggregate  offering price for 1,000,000  shares of common stock
registered  hereby,  which are to be offered to the registrant's  employees,  is
estimated  solely for the  purpose  of  calculating  the  registration  fee,  in
accordance with Rule  457(h)(1),  on the basis of the price of securities of the
same class as determined in  accordance  with Rule 457(c),  using the daily high
and low price of the common stock of the  registrant on NASDAQ as of November 6,
1997.

                                  Page 1 of 6
Part II.  Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

     The following  documents are incorporated into this registration  statement
by this reference: 
     1. A copy of the  registrant's  annual report on Form 10-K,  for the fiscal
year ended  December  31,  1996,  filed with the United  States  Securities  and
Exchange Commission;
     2. Copies of the  registrant's  Forms 10-Q for the quarterly  periods ended
March 31, 1997, and June 30, 1997,  filed with the United States  Securities and
Exchange Commission; and 
     3. The description of the registrant's common stock, no par value, that the
registrant is offering (the "Securities") pursuant to registrant's 1997 Employee
Stock  Purchase  Plan,  as  that   description  is  contained  in   registrant's
registration  statement on Form 8-A, filed with the United States Securities and
Exchange Commission on April 12, 1991.

         The following  documents shall be deemed to be  incorporated  into this
registration  statement  by this  reference,  and be  part of this  registration
statement,  from  the date of  filing  of the  following  documents,  until  the
registrant  files a  post-effective  amendment  that:  (1)  indicates  that  all
Securities  have been sold, or (2)  deregisters  all Securities that then remain
unsold:
         All documents the registrant  files in the future  pursuant to sections
13(a), 13(c), 14, or 15(d) of the Securities and Exchange Act of 1934.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Item 14 of Part II of the registrant's Form S-1 registration statement,
registration  number  33-39771,  filed with the  United  States  Securities  and
Exchange  Commission,  is incorporated into this registration  statement by this
reference.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1 Registrant's articles of incorporation,  as amended.  (Incorporated
herein by this reference to Exhibits  3.1(a) through 3.1(g) of the  registrant's
registration statement on Form S-1, file no. 33-39771.)

         4.2  Registrant's  bylaws,  as  amended.  (Incorporated  herein by this
reference to Exhibit 3.3 of the registrant's registration statement on Form S-1,
file no. 33-39771.)

                                       2
4.3  Registrant's   certificate  of  determination  of  preferences  of
preferred  stock (series B).  (Incorporated  herein by this reference to Exhibit
3.2 of the registrant's registration statement on Form S-1, file no. 33-39771.)

         5. Opinion regarding legality. (Filed herewith.)

         23. Consent of counsel. (Included in Exhibit 5.)

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof;

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is  incorporated  by  reference  in this  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  herein,  and the offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit,  or  proceeding)  is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       3
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Irvine, State of California, on November 12, 1997.

State of the Art, Inc., a California corporation

By:      DAVID W. HANNA
         --------------
         David W. Hanna
         President,
         Chief Executive Officer, and
         Chairman of the Board of Directors

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

         DAVID W. HANNA
         --------------
         David W. Hanna
         President,
         Chief Executive Officer, and
         Chairman of the Board of Directors
         November 12, 1997

         JAMES R. ECKSTAEDT
         ------------------
         James R. Eckstaedt
         Chief Financial Officer, Vice President
         of Finance, and Corporate Secretary
         (Principal Financial Officer and Principal Accounting Officer)
         November 12, 1997

         GEORGE RIVIERE
         --------------
         George Riviere
         Director
         November 12, 1997

         W. FRANK KING
         -------------
         W. Frank King
         Director
         November 12, 1997

         SUSAN L. RASINSKI
         -----------------
         Susan L. Rasinski
         Director
         November 12, 1997

         JAMES H. CLEMENT, JR.
         ---------------------
         James H. Clement, Jr.
         Director
         November 12, 1997

                                                4
Exhibit Index:
Page number
                                                                                    of this
Exhibit:                                                                            statement:
4.1  Articles of incorporation.                                                     *
4.2  Bylaws.                                                                        **
4.3  Certificate of determination of preferences of preferred stock (series B).     ***
5.   Opinion regarding legality.                                                    6
23.  Consent of counsel and independent auditors.                                   6
*Incorporated herein by this reference to Exhibits 3.1(a) through 3.1(g) of
the registrant's registration statement on Form S-1, file no. 33-39771.

     **Incorporated  herein by this reference to Exhibit 3.3 of the registrant's
registration statement on Form S-1, file no. 33-39771.

     ***Incorporated herein by this reference to Exhibit 3.2 of the registrant's
registration statement on Form S-1, file no. 33-39771.

                                       5
Exhibits 5 and 23:

                                 29 October 1997

State of the Art, Inc.
56 Technology Drive
Irvine, California 92618-2301

Ladies and Gentlemen:

         At your request, I have examined the form of registration  statement on
Form S-8 (the "Registration Statement") to be filed by State of the Art, Inc., a
California  corporation (the "Company"),  with the United States  Securities and
Exchange  Commission,  pursuant to the  Securities  Act of 1933, as amended (the
"Act"),  for the  purpose of  registering  the sale of  1,000,000  shares of the
Company's  common stock, no par value (the  "Securities"),  upon the exercise of
options granted under the Company's 1997 Employee Stock Purchase Plan.

         I am familiar  with the  proceedings  taken and proposed to be taken in
connection  with the issuance and sale of the Securities in the manner set forth
in the Registration  Statement.  Subject to the completion of those proceedings,
in my opinion the Securities will, when sold, be legally issued, fully paid, and
non-assessable.  I consent to the Company's use of this opinion as an exhibit to
the Registration Statement.

                               Very truly yours,

                               MATTHEW E.  CAVANAUGH  
                               ---------------------
                               Matthew  E.  Cavanaugh,  Esq.  
                               General  Counsel  and Assistant Secretary 
                               State of the Art, Inc., a California corporation

                        CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
State of the Art, Inc.:  

     We consent to the use of our reports incorporated herein by reference.  

                                        KPMG PEAT MARWICK LLP
                                        ---------------------
                                        KPMG Peat Marwick LLP

Orange County, California
November 12, 1997
                                       6