SECURITIES AND EXCHANGE COMMISSION
FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CREATIVE COMPUTER APPLICATIONS, INC.

(Exact name of registrant as specified in it charter)

CALIFORNIA                                   95-3353465
(State of other jurisdiction of            I.R.S. Employer
incorporation or organization)            Identification No.)

26115-A Mureau Rd., Calabasas, CA                  91302
(Address of Principal Executive Offices)         (Zip Code)

1997 Stock Option Plan
(Full title of the plan)

Steven M. Besbeck, 26115-A Mureau Rd., Calabasas, CA 91302
(Name and address of agent for service)

(818) 880-6700
(Telephone number, including area code, of agent for service)

With a copy to:		Norman R. Cohen, Esq.
                        Law Offices of Norman R. Cohen
                        9100 Wilshire Boulevard, Ste. 601-E
                        Beverly Hills, CA 90212

Calculation of Registration Fee

<TABLE>
<CAPTION>

    <S>              <C>              <C>             <C>              <C>
  Title of                          Proposed       Proposed         Amount of
 Securities                         maximum         maximum         Registra-
   to be         Amount to be     offering price   aggregate          tion
 registered       registered       per unit(1)   offering price        Fee

Common Stock,    800,000 shares    $  1.00 (3)   $ 800,000.00 (3)  $  222.00
no par value     (2)
</TABLE>



(1)	Estimated solely for the purpose of calculating the amount of 
        the registration fee.

(2)	500,000 shares of Common Stock are issuable upon exercise of
        Incentive Stock Options and 300,000 shares of Common Stock are 
        issuable upon exercise of Non-Qualified Stock Options, granted 
        under registrant's 1997 Stock Option Plan.

(3)	Pursuant to Rule 457(h)(l) and (c) of the General Rules and
        Regulations under the Securities Act of 1933, as amended, the 
        proposed maximum offering price per share is based upon the 
        average of the high and low prices reported on the American 
        Stock Exchange as of January 29, 1999.

INCORPORATION OF DOCUMENTS BY REFERENCE

        Creative Computer Applications, Inc. ("Company") (i) Form 10-
KSB Annual Report for fiscal year-ended August 31, 1998 (ii); Form 10-
QSB Current Report dated January 13, 1999, in each case as filed 
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, 
and the description of the Company's Common Stock contained in 
Registration Statement on Form S-3, dated February 22, 1995 (No. 33-
89278), are hereby incorporated by reference in this registration 
statement and shall be deemed to be a part hereof.

        All documents filed subsequently to the date hereof by the 
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have 
been sold or which de-registers all securities then remaining unsold, 
shall be deemed to be incorporated by reference in this registration 
statement and to be part thereof from the date of filing of such 
documents.

LIMITATION OF LIABILITY OF DIRECTORS AND
INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The California General Corporations Law provides that 
California corporations may include provisions in their articles of 
incorporation relieving directors of monetary liability for breach of 
their fiduciary duties as directors, except for the liability of a 
director resulting from (i) acts or omissions involving intentional 
misconduct or a knowing and culpable violation of law, (ii) acts or 
omissions that a director believes to be contrary to the best interests 
of the corporation or its shareholders or that involve the absence of 
good faith on the part of the director, (iii) any transaction from 
which the director derives an improper personal benefit, (iv) acts or 
omissions showing reckless disregard for the director's duty to the 
corporation or its shareholders in circumstances in which the director 
was aware, or should have been aware, in the ordinary course of 
performing a director's duties, of a risk of serious injury to the 
corporation or its shareholders, (v) acts or omissions constituting an 
unexcused pattern of inattention that amounts to an abdication of the 
director's duty to the corporation or its shareholders, (vi) 
transactions between corporations and directors which have not been 
approved or ratified in good faith by disinterested directors or 
shareholders or which are not proved to be just and reasonable as to 
the corporation, and (vii) approving distributions to shareholders or 
loans to directors or officers contrary to California law.  The 
Company's Articles of Incorporation provide that the Company's 
directors are not liable to the Company or its shareholders for 
monetary damages for breach of their fiduciary duties to the fullest 
extent permitted by California law.

        The inclusion of the above provision in the Articles of 
Incorporation may have the effect of reducing the likelihood of 
shareholder derivative suits against directors and may discourage or 
deter shareholders or management from bringing a lawsuit against 
directors for breach of their duty of care, even though such an action, 
if successful, might otherwise have benefited the Company and its 
shareholders.  At present, there is no litigation or proceeding pending 
involving a director of the Company as to which indemnification is 
being sought, nor is the Company aware of any threatened litigation 
that may result in claims for indemnification by any director.

EXHIBITS

Exhibit No.	Description

5.		Opinion of Law Offices of Norman R. Cohen

10(1)		1997 Stock Option Plan

23.1		Consent of Law Offices of Norman R. Cohen (included 
                in Exhibit 5)

23.2		Consent of BDO Seidman, LLP
__________________________________________________________________

(1)	Previously filed as Appendix A to Registrant's definitive 
        proxy statement dated  March 24, 1997 filed in connection with 
        Registrant's 1997 Annual Meeting, on or about December 23, 
        1997 SEC File No. 0-12251 and incorporated by reference 
        herein. 


UNDERTAKINGS

        The Company hereby undertakes: (i) to file, during any period 
in which it offers or sells securities, a post-effective amendment to 
this registration statement to include any additional or changed 
material information on the plan of distribution; (ii) that, for the 
purpose of determining liability under the Securities Act of 1933, 
treat each post-effective amendment as a new registration statement of 
the securities offered, and the offering of the securities at that time 
to be the initial bona fide offering; and, (iii) to file a post-
effective amendment to remove from registration any of the securities 
that remain unsold at the end of the offering.


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 
the Company 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 Los Angeles, 
State of California, on February 1, 1999.

CREATIVE COMPUTER APPLICATIONS, INC.



By:  /S/  Steven M. Besbeck		
Steven M. Besbeck, President

        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.

<TABLE>
<CAPTION>

<S>                                                    <C>
/S/  Bruce M. Miller                           Date: February 1, 1999 
Bruce M. Miller
Chairman of the Board


/S/  Steven M. Besbeck                         Date: February 1, 1999 
Steven M. Besbeck
President, Chief Financial 
Officer, and Director


/S/  James R. Helms                            Date: February 1, 1999 
James R. Helms
Vice President, Operations,
Secretary and Director


/S/  Lawrence S. Schmid                        Date: February 1, 1999 
Lawrence S. Schmid
Director


/S/  Robert S. Fogerson, Jr.                   Date: February 1, 1999 
Robert S. Fogerson, Jr.
Director


/S/  Carol Bessel                              Date: February 1, 1999 
Carol Bessel
Controller, Principal
Accounting Officer


/S/  John R. Murray                            Date: February 1, 1999 
John R. Murray
Vice President, Sales
and Business Development
</TABLE>


Exhibit 5


Law Offices of Norman R. Cohen
9100 Wilshire Boulevard
Suite 601, East Tower
Beverly Hills, California  90212-9340
Telephone  (310) 385-9340
Fax  (310) 385-9360


February 1, 1999


Creative Computer Applications, Inc.
26115-A  Mureau Road
Calabasas, CA  91302

        Re:     Creative Computer Applications, Inc. ("Company")

Gentlemen:

I refer to the Registration Statement on Form S-8 (the "Registration 
Statement") under the Securities Act of 1933, as amended (the 
"Securities Act"), filed by the Company with the Securities and 
Exchange Commission.  The Registration Statement covers 500,000 shares 
of Common Stock to be issued upon exercise of 500,000 Incentive Common 
Stock Options and 300,000 shares of Common Stock to be issued upon 
exercise of 300,000 Non-Qualified Common Stock Options, pursuant to the 
Company's 1997 Stock Option Plan.

I have examined the originals or photostatic or certified copies, of 
such records of the Company, certificates of officers of the Company 
and of public officials and such other documents as I have deemed 
relevant and necessary as the basis for the opinions set forth below. 
 In such examination, I have assumed the genuineness of all signatures, 
the authenticity of all documents submitted to me as originals, the 
conformity to original documents of all documents submitted to me as 
certified or photostatic copies, and the authenticity of the originals 
of such copies.

Based upon my examination mentioned above, subject to the assumptions 
stated herein and relying on statements of facts contained in the 
documents that I have examined, I am of the opinion that the issuance 
of the Shares has been duly authorized and that, when issued and paid 
for will have been validly issued, fully paid and non-assessable.

I consent to the filing of this opinion as an Exhibit to the 
Registration Statement.

Very truly yours,

Law Offices of Norman R. Cohen


/S/  Norman R. Cohen
Norman R. Cohen

NRC:ssr



BDO Seidman, LLP
Accountants and Consultants
1900 Avenue of the Stars, 11th Floor
Los Angeles, California  90067
Telephone  (310) 557-0300
Fax  (310) 557-1777


23.2 Consent of Independent Certified Public Accountants


Creative Computer Applications, Inc.
Calabasas, California

We hereby consent to the incorporation by reference in the Prospectus 
constituting a part of this Registration Statement on Form S-8 of our 
report dated October 23, 1998, relating to the consolidated financial 
statements of Creative Computer Applications, Inc., appearing in the 
Company's Annual Report on Form 10-KSB for the year ended August 31, 
1998.


/S/  BDO Seidman, LLP
BDO Siedman, LLP

Los Angeles, California
February 1, 1999
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{"company-data": {"conformed-name": "CREATIVE COMPUTER APPLICATIONS INC", "cik": "0000712815", "assigned-sic": "7373", "irs-number": "953353465", "state-of-incorporation": "CA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71599", "film-number": "99519329"}, "business-address": {"street1": "26115 A MUREAU RD", "city": "CALABASAS", "state": "CA", "zip": "91302", "phone": "8188806700"}, "mail-address": {"street1": "26115 A MUREAU ROAD", "city": "CALABASAS", "state": "CA", "zip": "91302"}}
SECURITIES AND EXCHANGE COMMISSION
FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CREATIVE COMPUTER APPLICATIONS, INC.

(Exact name of registrant as specified in it charter)

CALIFORNIA                                   95-3353465
(State of other jurisdiction of            I.R.S. Employer
incorporation or organization)            Identification No.)

26115-A Mureau Rd., Calabasas, CA                  91302
(Address of Principal Executive Offices)         (Zip Code)

1997 Stock Option Plan
(Full title of the plan)

Steven M. Besbeck, 26115-A Mureau Rd., Calabasas, CA 91302
(Name and address of agent for service)

(818) 880-6700
(Telephone number, including area code, of agent for service)

With a copy to:		Norman R. Cohen, Esq.
                        Law Offices of Norman R. Cohen
                        9100 Wilshire Boulevard, Ste. 601-E
                        Beverly Hills, CA 90212

Calculation of Registration Fee
Title of                          Proposed       Proposed         Amount of
 Securities                         maximum         maximum         Registra-
   to be         Amount to be     offering price   aggregate          tion
 registered       registered       per unit(1)   offering price        Fee

Common Stock,    800,000 shares    $  1.00 (3)   $ 800,000.00 (3)  $  222.00
no par value     (2)
(1)	Estimated solely for the purpose of calculating the amount of 
        the registration fee.

(2)	500,000 shares of Common Stock are issuable upon exercise of
        Incentive Stock Options and 300,000 shares of Common Stock are 
        issuable upon exercise of Non-Qualified Stock Options, granted 
        under registrant's 1997 Stock Option Plan.

(3)	Pursuant to Rule 457(h)(l) and (c) of the General Rules and
        Regulations under the Securities Act of 1933, as amended, the 
        proposed maximum offering price per share is based upon the 
        average of the high and low prices reported on the American 
        Stock Exchange as of January 29, 1999.

INCORPORATION OF DOCUMENTS BY REFERENCE

        Creative Computer Applications, Inc. ("Company") (i) Form 10-
KSB Annual Report for fiscal year-ended August 31, 1998 (ii); Form 10-
QSB Current Report dated January 13, 1999, in each case as filed 
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, 
and the description of the Company's Common Stock contained in 
Registration Statement on Form S-3, dated February 22, 1995 (No. 33-
89278), are hereby incorporated by reference in this registration 
statement and shall be deemed to be a part hereof.

        All documents filed subsequently to the date hereof by the 
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have 
been sold or which de-registers all securities then remaining unsold, 
shall be deemed to be incorporated by reference in this registration 
statement and to be part thereof from the date of filing of such 
documents.

LIMITATION OF LIABILITY OF DIRECTORS AND
INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The California General Corporations Law provides that 
California corporations may include provisions in their articles of 
incorporation relieving directors of monetary liability for breach of 
their fiduciary duties as directors, except for the liability of a 
director resulting from (i) acts or omissions involving intentional 
misconduct or a knowing and culpable violation of law, (ii) acts or 
omissions that a director believes to be contrary to the best interests 
of the corporation or its shareholders or that involve the absence of 
good faith on the part of the director, (iii) any transaction from 
which the director derives an improper personal benefit, (iv) acts or 
omissions showing reckless disregard for the director's duty to the 
corporation or its shareholders in circumstances in which the director 
was aware, or should have been aware, in the ordinary course of 
performing a director's duties, of a risk of serious injury to the 
corporation or its shareholders, (v) acts or omissions constituting an 
unexcused pattern of inattention that amounts to an abdication of the 
director's duty to the corporation or its shareholders, (vi) 
transactions between corporations and directors which have not been 
approved or ratified in good faith by disinterested directors or 
shareholders or which are not proved to be just and reasonable as to 
the corporation, and (vii) approving distributions to shareholders or 
loans to directors or officers contrary to California law.  The 
Company's Articles of Incorporation provide that the Company's 
directors are not liable to the Company or its shareholders for 
monetary damages for breach of their fiduciary duties to the fullest 
extent permitted by California law.

        The inclusion of the above provision in the Articles of 
Incorporation may have the effect of reducing the likelihood of 
shareholder derivative suits against directors and may discourage or 
deter shareholders or management from bringing a lawsuit against 
directors for breach of their duty of care, even though such an action, 
if successful, might otherwise have benefited the Company and its 
shareholders.  At present, there is no litigation or proceeding pending 
involving a director of the Company as to which indemnification is 
being sought, nor is the Company aware of any threatened litigation 
that may result in claims for indemnification by any director.

EXHIBITS

Exhibit No.	Description

5.		Opinion of Law Offices of Norman R. Cohen

10(1)		1997 Stock Option Plan

23.1		Consent of Law Offices of Norman R. Cohen (included 
                in Exhibit 5)

23.2		Consent of BDO Seidman, LLP
__________________________________________________________________

(1)	Previously filed as Appendix A to Registrant's definitive 
        proxy statement dated  March 24, 1997 filed in connection with 
        Registrant's 1997 Annual Meeting, on or about December 23, 
        1997 SEC File No. 0-12251 and incorporated by reference 
        herein. 

UNDERTAKINGS

        The Company hereby undertakes: (i) to file, during any period 
in which it offers or sells securities, a post-effective amendment to 
this registration statement to include any additional or changed 
material information on the plan of distribution; (ii) that, for the 
purpose of determining liability under the Securities Act of 1933, 
treat each post-effective amendment as a new registration statement of 
the securities offered, and the offering of the securities at that time 
to be the initial bona fide offering; and, (iii) to file a post-
effective amendment to remove from registration any of the securities 
that remain unsold at the end of the offering.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 
the Company 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 Los Angeles, 
State of California, on February 1, 1999.

CREATIVE COMPUTER APPLICATIONS, INC.

By:  /S/  Steven M. Besbeck		
Steven M. Besbeck, President

        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.
/S/  Bruce M. Miller                           Date: February 1, 1999 
Bruce M. Miller
Chairman of the Board

/S/  Steven M. Besbeck                         Date: February 1, 1999 
Steven M. Besbeck
President, Chief Financial 
Officer, and Director

/S/  James R. Helms                            Date: February 1, 1999 
James R. Helms
Vice President, Operations,
Secretary and Director

/S/  Lawrence S. Schmid                        Date: February 1, 1999 
Lawrence S. Schmid
Director

/S/  Robert S. Fogerson, Jr.                   Date: February 1, 1999 
Robert S. Fogerson, Jr.
Director

/S/  Carol Bessel                              Date: February 1, 1999 
Carol Bessel
Controller, Principal
Accounting Officer

/S/  John R. Murray                            Date: February 1, 1999 
John R. Murray
Vice President, Sales
and Business Development
Exhibit 5

Law Offices of Norman R. Cohen
9100 Wilshire Boulevard
Suite 601, East Tower
Beverly Hills, California  90212-9340
Telephone  (310) 385-9340
Fax  (310) 385-9360

February 1, 1999

Creative Computer Applications, Inc.
26115-A  Mureau Road
Calabasas, CA  91302

        Re:     Creative Computer Applications, Inc. ("Company")

Gentlemen:

I refer to the Registration Statement on Form S-8 (the "Registration 
Statement") under the Securities Act of 1933, as amended (the 
"Securities Act"), filed by the Company with the Securities and 
Exchange Commission.  The Registration Statement covers 500,000 shares 
of Common Stock to be issued upon exercise of 500,000 Incentive Common 
Stock Options and 300,000 shares of Common Stock to be issued upon 
exercise of 300,000 Non-Qualified Common Stock Options, pursuant to the 
Company's 1997 Stock Option Plan.

I have examined the originals or photostatic or certified copies, of 
such records of the Company, certificates of officers of the Company 
and of public officials and such other documents as I have deemed 
relevant and necessary as the basis for the opinions set forth below. 
 In such examination, I have assumed the genuineness of all signatures, 
the authenticity of all documents submitted to me as originals, the 
conformity to original documents of all documents submitted to me as 
certified or photostatic copies, and the authenticity of the originals 
of such copies.

Based upon my examination mentioned above, subject to the assumptions 
stated herein and relying on statements of facts contained in the 
documents that I have examined, I am of the opinion that the issuance 
of the Shares has been duly authorized and that, when issued and paid 
for will have been validly issued, fully paid and non-assessable.

I consent to the filing of this opinion as an Exhibit to the 
Registration Statement.

Very truly yours,

Law Offices of Norman R. Cohen

/S/  Norman R. Cohen
Norman R. Cohen

NRC:ssr

BDO Seidman, LLP
Accountants and Consultants
1900 Avenue of the Stars, 11th Floor
Los Angeles, California  90067
Telephone  (310) 557-0300
Fax  (310) 557-1777

23.2 Consent of Independent Certified Public Accountants

Creative Computer Applications, Inc.
Calabasas, California

We hereby consent to the incorporation by reference in the Prospectus 
constituting a part of this Registration Statement on Form S-8 of our 
report dated October 23, 1998, relating to the consolidated financial 
statements of Creative Computer Applications, Inc., appearing in the 
Company's Annual Report on Form 10-KSB for the year ended August 31, 
1998.

/S/  BDO Seidman, LLP
BDO Siedman, LLP

Los Angeles, California
February 1, 1999