As filed with the Securities and Exchange Commission 
                           on November 30, 1995.
                                                   Registration No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              _______________

                                  FORM S-8
                          REGISTRATION STATEMENT
                     Under The Securities Act of 1933
                              _______________

                              INTERSOLV, INC.
           (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                   52-0990382
     (State or Other Jurisdiction       (I.R.S. Employer Identification No.)
     of Incorporation or Organization)
                             9420 Key West Avenue
                         Rockville, Maryland  20850
                              (301) 838-5000
     (Address of Principal Executive Offices, Including Zip Code)

                         KEY EMPLOYEE INCENTIVE
                              STOCK OPTION
                                  PLAN
                         (Full Title of the Plan)

                           Kenneth A. Sexton
                             INTERSOLV, Inc.
                          9420 Key West Avenue
                       Rockville, Maryland  20850
                 (Name and Address of Agent for Service)

                              (301) 838-5000
         (Telephone Number, Including Area Code, of Agent For Service)

                                 Copy to:
                           Jeffrey E. Jordan, Esq.
                     Arent Fox Kintner Plotkin & Kahn
                      1050 Connecticut Avenue, N.W.
                        Washington, DC  20036-5339
                              _______________
                     CALCULATION OF REGISTRATION FEE

Title of Securities   Amount      Proposed       Proposed   
                      to be       Maximum        Maximum     Amount of
                      Registered  Offering Price Maximum    Registration
                                  Per Share (1)  Aggregate      Fee
                                                 Offering Price (1) 
Common Stock, $.01 par value
                      279,130       $0.48        $ 133,982.40  $ 46.20   
                      95,996         3.15          302,387.40   104.27
                      26,471         5.82          154,061.22    53.12
                      401,597                      590,431.02  $203.59

(1)     Pursuant to Rule 457(h)(1), based on the exercise prices of 
        outstanding options.

                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.     Plan Information*

Item 2.     Registrant Information and Employee Plan Annual Information*

*     Information required by Part I to be contained in a
     Section 10(a) prospectus is omitted from the
     Registration Statement in accordance with Rule 428
     under the Securities Act of 1933 (the "Securities
     Act") and the Note to Part I of Form S-8.

                                 PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

     The following documents previously filed by the
Registrant with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this
Registration Statement:

     1.     The Registrant's Annual Report on Form 10-K
for the fiscal year ended April 30, 1995.

     2.     All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since the end of the fiscal year
ended April 30, 1995.

     3.     Registrant's Form 8-A Registration Statement
filed pursuant to Section 12 of the Exchange Act
containing a description of the Registrant's common stock
including any amendment or report filed for the purpose
of updating such description.

     In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities
offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such
documents.

Item 4.     Description of Securities

     Not Applicable.

Item 5.     Interests of Named Experts and Counsel

     Not applicable.

Item 6.     Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law,
as amended, provides that a corporation may indemnify any
person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation
or is or was serving at its request in such capacity in
another corporation or business association, against
expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

     Section 102(b)(7) or the Delaware General
Corporation Law, as amended, permits a corporation to
provide in its certificate of incorporation that a
director of the corporation shall not be personally
liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper
personal benefit.

     Article Fifth of the Registrant's Second Restated
Certificate of Incorporation, as amended, provides for
the elimination of personal liability of a director for
breach of fiduciary duty as permitted by Section
102(b)(7) of the Delaware General Corporation Law, and
provides that the Registrant shall indemnify its
directors and officers to the full extent permitted by
Section 145 of the Delaware General Corporation Law.

     The Registrant has in effect a directors and
officers liability insurance policy under which the
directors and officers of the Registrant are insured
against loss arising from claims made against them due to
wrongful acts while acting in their individual and
collective capacities as directors and officers, subject
to certain exclusions.

Item 7.     Exemption from Registration Claimed

            Not applicable.

Item 8.     Exhibits

            See Exhibit Index on page 6.

Item 9.     Undertakings

            (a)  The Registrant hereby undertakes:

                 (1)  To file, during any period in which
     offers or sales are being made of the securities
     registered hereby, a post-effective amendment to
     this Registrant Statement;

                      (i)  To include any prospectus required
          by Section 10(a)(3) of the Securities Act;

                      (ii) To reflect in the prospectus any
          facts or events arising after the effective
          date of the Registration Statement (or the most
          recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a
          fundamental change in the information set forth
          in this Registration Statement;

               (iii)     To include any material
          information with respect to the plan of
          distribution not previously disclosed in this
          Registration Statement or any material change
          to such information in this Registration
          Statement;

provided, however, that the undertakings set forth in
paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.

          (2)  That, for the purpose of determining
     any liability under the Securities Act, 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 
     post-effective amendment any of the securities
     being registered which remain unsold at the
     termination of the offering.

     (b)  The Registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
Registration Statement 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.

     (c)  Insofar as indemnification for liabilities
arising under the Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities 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, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
     
                                SIGNATURES

     Pursuant to the requirements of the Securities Act,
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 Rockville,
State of Maryland, on the 30th day of November, 1995.


                              INTERSOLV, INC.


                              By: /s/ Kenneth A. Sexton
                                  Kenneth A. Sexton
                                  Vice President, Finance
                                  & Administration



                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person
whose signature appears below constitutes and appoints
Kevin J. Burns and Kenneth A. Sexton, and each of them
his true and lawful attorney-in-fact and agent with power
of substitution and resubstitution, for him, and in his
name, place and stead, in any and all capacities, to sign
any and all amendments (including post effective
amendments) to this Registration Statement on Form S-8,
and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done to comply with the provisions of the Securities Act
and all requirements of the Commission, hereby ratifying
and confirming all that said attorney-in-fact or any of
them, or their or his or her substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons in the capacities and on the date
indicated:


Signatures                    Title                    Date


/s/ Kevin J. Burns         Chairman of the Board    November 30, 1995    
Kevin J. Burns             and Chief Executive
                           Officer, Director


/s/ Kenneth A. Sexton      Vice President, Finance  November 30, 1995
Kenneth A. Sexton          & Administration
                           (Principal Financial
                           Officer and Accounting
                           Officer)


/s/ Russell E. Planitzer   Director                 November 30, 1995
Russell E. Planitzer



/s/ Richard A. Carpenter   Director                 November 30, 1995
Richard A. Carpenter



/s/ Gary G. Greenfield     Director                 November 30, 1995
Gary G. Greenfield



/s/ Robert N. Goldman      Director                 November 30, 1995
Robert N. Goldman



/s/ Norman A. Bolz         Director                 November 30, 1995
Norman A. Bolz



/s/ Charles O. Rossotti    Director                 November 30, 1995
Charles O. Rossotti



/s/ Frank A. Sola          Director                 November 30, 1995
Frank A. Sola
     
                               EXHIBIT INDEX


Exhibit                                                           Page

4.   Instruments defining the rights of security
     holders
     
     (a)     Key Employee Incentive Stock Option Plan,             __
             approved November 18, 1993

5.   Opinion of Arent Fox Kintner Plotkin & Kahn
     re: validity of securities registered                         __

23.  Consents of experts and counsel

     (a)     Consent of Coopers & Lybrand L.L.P.,                 
             Independent Accountants                               __

     (b)     Consent of Arent Fox Kintner
             Plotkin & Kahn (counsel): included
             in exhibit 5

24.  Power of Attorney: included on signature page                 __

                                                                 EXHIBIT 4
                       TechGnosis International Inc.,
                       
                          KEY EMPLOYEE INCENTIVE
                            STOCK OPTION PLAN

This Key Employee Incentive Stock Option Plan
(hereinafter referred to as the "Plan") is adopted by the
Board of Directors of TechGnosis International Inc., a
Delaware Corporation, with its principal office located
at Gnosis NV, Sorghvliet, B-2860 Sint Katelijne Waver,
Belgium (hereinafter referred to as the "Corporation")
the 18th day of November, 1993 (hereinafter referred to
as the "Effective Date").

WITNESSETH

WHEREAS, the Corporation desires to encourage those
officers, and employees who are primarily responsible for
the management, growth, and protection of the business
and affairs of the Corporation and any subsidiaries it
may now have to increase their proprietary interest in
the Corporation, and

WHEREAS, the Board of Directors believes that the
Corporation's best interest will be served by increasing
its ability to secure and retain highly qualified and
experienced management employees, through affording them
an opportunity to acquire an interest in the Corporation,
and

WHEREAS, the Corporation desires to retain the valuable
services of such directors, officers, managerial
employers and executive-level consultants (hereinafter
referred to as "Key Employees").

NOW THEREFORE, it is provided as follows:

1.00     Purpose of the Plan

1.01     The purpose of the Plan is to secure for the
     Corporation and its stockholders the benefits which
     flow from providing key employees with the incentive
     inherent in common stock ownership.  It is generally
     recognized that stock option plans aid in retaining
     competent executives and furnish a device to attract
     executives of exceptional ability to the Corporation
     because of the opportunity offered to acquire a
     proprietary interest in the business.  The stock
     options granted under the Plan are intended to
     qualify as incentive stock options within the
     meaning of Internal Revenue Code Sections 422A.

2.00 Plan Administration

2.01 The Plan shall be administered by a committee
     (hereinafter referred to as the "Committee")
     consisting of three (3) or more members, who shall
     be designated by the Board of Directors of the
     Corporation (hereinafter referred to as the "Board")
     from time to time.  In the absence of a specific
     designation by the Board, the Committee shall
     consist of three (3) members.  The Board shall
     select Committee members from among its own members,
     and any in its sole and absolute discretion remove a
     Board member from the Committee with or without
     cause, by providing him with written notice of such
     removal, which written notice shall contain the
     effective date of such removal, which may be
     effective immediately.  Vacancies occurring in the
     Committee, whether by reason of an increase in its
     number of members; a removal, or otherwise, shall be
     filled by the Board.

2.02 The Board in its sole discretion, may, but need
     not, from time to time authorize the payment of
     reasonable remuneration to Committee members for
     services rendered pursuant hereto.

2.03 Committee members may not participate in or
     influence any action related to grants to themselves
     of stock options or rights under this Plan.  ALL
     matters relating to such grants to Committee members
     shall be decided by a majority of the Board,
     excluding there from the affected Committee member.
     The Committee shall be free, however, to make
     recommendations to the Board for this purpose.
     
3.00 Eligibility

3.01 The key Employees of the Corporation and/or its
     subsidiaries, who, in the opinion of the Committee,
     have demonstrated a capacity for contributing in a
     substantial measure to the successful performance of
     the Corporation and/or its subsidiaries, shall be
     eligible to be granted options to purchase the
     Corporation's common stock and to receive grants of
     or rights to the Corporation's common stock under
     this plan.

3.02 From such eligible Key Employees, the Committee
     shall, from time to time, select those persons to
     whom options or rights shall be granted.  Except as
     provided in Paragraph 2.03 above, all such
     selections shall be in the sole discretion of the
     Committee; however, the Board and management shall
     be free to make recommendations to the Committee for
     this purpose.

4.00 Shares Available For Options and Grants

4.01 The Board shall reserve for the purpose of this
     Plan, out of the authorized but unissued common
     stock Class A of the par value of $.01 cent each
     (hereinafter referred to as "Common Stock") of the
     Corporation, or out of shares of common stock held
     in its Treasury, or partly out of each, as shall be
     determined by the Board, a total of one hundred and
     fifty thousand (150,000) shares of the common stock
     of the Corporation.

4.02 The number of shares determined pursuant to the
     foregoing Paragraph 4.01 shall be subject to
     adjustment in accordance with Paragraph 10.00
     hereof.

4.03 In the event a restricted stock grant awarded
     under the Plan, or an option granted under the plan,
     to any key employee expires, or is terminated
     unexpressed as to any shares subject thereto, or in
     the event that any shares awarded hereunder to any
     key employee are returned to the Corporation, such
     shares shall thereafter again be available for the
     purposes of the Plan.

5.00 Committee Authority

5.01 Subject to the provisions of this plan, the
     Committee shall have full and final authority to
     determine the persons to whom options shall be
     granted, restricted stock grants made or stock
     appreciation rights granted, and the number of
     shares to be subject to each option or grant.  The
     Committee shall have the authority, in its
     discretion, to grant incentive stock options within
     the meaning of Section 422A of the 1986
     International Revenue Code, as it presently exists
     and as it may hereafter be amended (hereinafter
     referred to as the "Code"), and to grant stock
     options that are not incentive stock options within
     the meaning of such Code section.  At the time of
     grant the Committee may allow an optionee to elect
     to receive non-qualified options or incentive stock
     options, except that the number of shares subject to
     exercise as incentive stock options, shall not
     exceed the calendar year limitation as set forth
     below in Paragraph 5.02.  Options may not be granted
     under this Plan more than ten (10) years after the
     Effective date.

5.02 Notwithstanding anything to the contrary herein
     contained, the aggregate fair market value
     (determined as of the time the option is granted) of
     the stock with respect to which incentive stock
     options (within the meaning of Code section 422A9b)
     are exercisable for the first time by any optionee
     during any calendar year under this Plan and any
     other plans of the Corporation or any subsidiary
     thereof shall not exceed One Hundred Thousand
     Dollars ($100,000).

5.03 No incentive stock option shall be granted
     hereunder to any individual who, at the time the
     option is granted: (i) is not a key employee of the
     Corporation, or one or more of its subsidiaries; or
     (ii) owns stock representing more than ten percent
     (10%) of the total combined voting power of all
     classes of stock of the Corporation, or any
     subsidiary, Subpart (ii) of the immediately
     preceding sentence shall not apply if at the time
     the option is granted the option price is at least
     one hundred ten percent (110%) of the fair market
     value of the stock subject to the option, and the
     option, by its terms is not exercisable after the
     expiration of five (5) years from the date it is
     granted.

6.00 Option Price

6.01 At the time any option is granted, the Committee
     shall establish the option price of the shares of
     common stock subject to such option.  With respect
     to incentive stock options, such price shall not be
     less than eighty-five percent (85%) of the "fair
     market value" (as defined below in Paragraph 6.02)
     of such shares on the day the option is granted.
     The option price will be subject to adjustment in
     accordance with the provisions of Paragraph 10.00 of
     this Plan.

6.02 For purposes of this Plan, the "fair market
     value" of a share of common stock on any day shall
     be the average of the most recent bid and ask prices
     determined by reference to Over-The-Counter, or
     National quotations as of the close of business, or
     the fair market value may be determined by
     establishing an earnings figure for the current and
     next year and then applying a price-earnings
     multiplier (industry-based, comparative data
     support, review of business forecasts, etc.) to
     establish a market value; or failing these markets,
     the fair market value may be determined in reference
     to recent bona fide private stock transactions,
     valuations known for similar other companies, the
     Corporation's performance, its indebtedness.

7.00 Terms and Exercise of Options

7.01 Any option granted under this Plan by its terms
     may require the director, officer, or employee
     granted such option to remain in the continuous
     service of employ of the Corporation, or none or
     more of its subsidiaries for such periods of time,
     if any, from the date of grant of this option,
     before the right to exercise any part of the option
     will accrue, as the committee may in its sole
     discretion determine at the time of granting such
     option.

7.02 Each option granted under this Plan shall be
     exercisable at such times with respect to such
     number of shares covered thereby as may be
     determined by the Committee at the time of the grant
     thereof; however all incentive stock options must be
     exercised within ten (10) years from the date of
     their grant except as otherwise set forth in
     Paragraph 5.03 hereof.  The right to purchase shares
     shall be cumulative so that when the right to
     purchase any shares has accrued, such shares or any
     part thereof may be purchased at any time thereof
     until the expiration or termination of the option.

7.03 Options grants under this Plan shall not be
     transferred, assigned, pledged, or hypothecated in
     any way by the optionee otherwise than by will, or
     if he dies intestate, by the laws of descent and
     distribution of the state of domicile at the time of
     his death, and such options shall be exercisable
     during his lifetime only by such optionee.  Upon any
     attempt to transfer, assign, pledge, hypothecate, or
     otherwise dispose of such option, or upon levy of
     any attachment or similar process with respect to
     such option or rights, such option or right shall
     immediately become null and void.

7.04 In the event an optionee's employment or, in the
     case of a non-employee optionee, affiliation, with
     the Corporation terminates, for whatever reason, an
     option shall be exercisable by the optionee at any
     time prior to the expiration date of the option or
     within three (3) months after the date of such
     termination of employment or affiliation, whichever
     is the shorter period, but only to the extent of the
     accrued right to purchase at the date of such
     termination.  Otherwise his option rights under any
     then outstanding option shall terminate immediately.
     In the event of the disability of the optionee
     (within the meaning of Code Section 422(e)(3), the
     option shall be exercisable whether or not
     exercisable on the commencement date of such
     disability), by the optionee at any time within
     twelve (12) months after the last day of his
     employment with the Corporation, pursuant to code
     Section 422A(c)(7).  In the event of the death of an
     optionee, the option shall be exercisable (whether
     or not exercisable on the date of the death of such
     optionee) by the person or persons entitled to do so
     under the optionee's will, or, if the optionee shall
     fail to make testamentary disposition of said option
     or shall die instead, by the optionee's legal
     representative, at any time prior to the expiration
     date of the option or within twelve (12) months
     after the date of such death whichever shall first
     occur.

7.05 The option price of each share purchased
     pursuant to each option shall be paid in full at the
     time of such purchase, in cash, or, in the
     Committee's discretion, in common stock of the
     Corporation which is owned by the optionee, which
     stock shall be valued at the average of the most
     recent Corporation's stock is publicly traded.  In
     no event shall the Corporation be required to
     transfer fractional shares to the optionee.

7.06 As a condition precedent to the grant of any
     rights or privileges hereunder becoming effective
     and exercisable, the Committee may, in its sole
     discretion, require that the respective eligible key
     employee sign a written acceptance of such rights or
     privileges and any conditions which may be attached
     thereto by the Committee.  In the case of incentive
     stock options, such conditions shall not be
     inconsistent with Code Section 422A(b).

8.00 Restricted Stock Grants

8.01 Subject to the provisions of this Plan, the
     Committee shall have full and final authority to
     determine the persons to whom restricted stock
     grants shall be made, the number of shares to be
     granted in each case, the consideration to be
     received by the Corporation for the issuance of
     transfer or such shares (which may include past
     valuable services), and the other terms and
     conditions of each particular grant, including,
     without limitation, provisions which in all cases
     shall be consistent with the terms of the Plan:  (a)
     specifying the consideration to be received by the
     Corporation for shares to be granted pursuant to the
     plan; (b) imposing and specifying the nature and
     extent of restrictions upon disposition of shares
     acquired pursuant to grants hereunder (c) specifying
     the circumstances under which all or part of any
     shares acquired pursuant to grants hereunder may be
     required to be forfeited and surrendered to the
     Corporation and the consideration, if any, to be
     paid by the Corporation for any such shares
     forfeited and surrendered; and (d) specifying the
     extent and time of lapse of such restrictions or
     risks of forfeiture.
     
8.02 The Committee shall have full and final
     authority to determine and fix the other terms and
     conditions of each particular grant and to authorize
     and cause to be effected the issuance or transfer
     pursuant to grants made under the Plan, all
     consistent with the terms and conditions hereof.
     Any shares so issued or transferred pursuant to
     grants made under the Plan shall, upon such issuance
     or transfer, be duly issued, validly outstanding,
     fully paid, and non-assignable.

9.00 Stock Appreciation Rights

9.01 The Committee shall have the full power and
     authority to grant stock appreciation rights to any
     person eligible as determined by the Committee in
     accordance with Paragraph 2.01 hereof.  Such stock
     appreciation rights may have such limitations
     attached to their exercise as the Committee may
     determine, including, but not limited to, such
     rights not being exercisable unless and until there
     is a "change in control" of the Corporation, as
     "change in control" may be defined in employment
     contracts for certain key officers or employees of
     the Corporation, or such rights not being
     exercisable unless and until the value of the
     subject common stock attains a certain stated level
     or appreciates a certain stated percentage.

9.02 A stock appreciation right shall, upon its
     exercise, entitle the person to whom such stock
     appreciation right was granted the right to receive
     a number of shares of common stock, or cash, or
     combination thereof, as the Committee, in its
     discretion, shall determine.  The aggregate value of
     such stock, cash, or a combination thereof shall
     equal the amount by which the market value per share
     on the date of such exercise exceeds the exercise
     price of such stock appreciation right, multiplied
     by the number of shares with respect to which such
     stock appreciation right shall have been exercised.
     A stock appreciation right may be related to an
     option granted independently of any option, as the
     Committee shall in each case determine.  At time of
     grant of an option the Committee shall determine
     whether and to what extent a related stock
     appreciation right shall be granted with respect
     thereto.  A related option shall cease to be
     exercisable to the extent the related stock
     appreciation right was exercised.  A related stock
     appreciation right shall cease to be exercisable to
     the extent a related option is exercised.

9.03 Notwithstanding any other provision of this
     Plan, if such related option is an incentive stock
     option, the related stock appreciation right shall
     satisfy all the restrictions and limitations of
     Paragraph 5.00 hereof as if such stock appreciation
     right were an incentive stock option, and as if all
     other rights which are related to the incentive
     stock options were incentive stock options.  The
     exercise of such stock appreciation rights must have
     the same economic and tax consequences as the
     exercise of the related incentive stock option
     followed by an immediate sale of the option stock.
     Such related stock appreciation right, by its terms,
     must meet the following requirements:  (i) The stock
     appreciation right must expire no later than the
     expiration of the related incentive stock option;
     (ii) the stock appreciation right may be for no more
     than one hundred percent (100%) of the difference
     between the exercise price of the related incentive
     stock option and the market price of the stock
     subject to the related incentive stock option at the
     time the stock appreciation right is exercised;
     (iii) the stock appreciation right shall be
     transferable only when the related incentive stock
     option is transferable, and under the same
     conditions; (iv) the stock appreciation right may be
     exercised only when the related incentive stock
     option is eligible to be exercised; and (v) the
     stock appreciation right may be exercised only when
     the market price of the stock subject to the
     incentive stock option exceeds the exercise price of
     the incentive stock option.

10.00 Adjustment to Number of Shares

     In the event that a stock dividend or stock split
     shall be hereafter declared upon the common stock of
     the Corporation, payable in shares of common stock
     of the Corporation, the number of shares of common
     stock then subject to any such option, right, or
     grant and the number of shares reserved for issuance
     pursuant to the Plan but not yet covered by an
     option, right, or grant shall be adjusted by adding
     to each such share the number of shares which would
     be distributable thereon if such share had been
     outstanding on the date fixed for determining the
     shareholders entitled to receive such stock dividend
     or stock split.  In the event that the outstanding
     shares of the common stock of the Corporation shall
     be changed into or exchanged for a different number
     or kind of shares of stock or other securities of
     the Corporation or of another corporation, whether
     through a reorganization, recapitalization, stock
     split, combination of shares, merger, or
     consolidation, then there shall be substituted for
     each share of common stock subject to any such
     option, right, grant and for each share of common
     stock reserved for issuance pursuant to the Plan but
     not yet covered by an option, right, or grant, the
     number and kind of shares of stock or other
     securities into which each outstanding share of
     common stock shall be so changed or for which each
     such share shall be exchanged.  In the event there
     shall be any change, other than as specified above
     in this Paragraph 10.00, in the number or kind of
     outstanding shares of common stock of the
     Corporation, or of any stock or other securities
     into which common stock shall have been changed or
     for which it shall have been exchanged, then, if the
     Committee shall in its sole discretion determine
     that such change equitably requires an adjustment in
     the number or kind of shares there to for reserved
     for issuance pursuant to the Plan but not yet
     covered by an option, right, or grant and of the
     shares then subject to an option, right, or grant
     and of the shares then subject to an option or
     options, such adjustment shall be made by the
     Committee and shall be effective and binding for all
     purposes of the Plan, and of each option, right, or
     grant.  In the case of any such substitution or
     adjustment as provided for in this Paragraph 10.00,
     the option price in each option, right or grant
     prior to such substitution or adjustment will be the
     option price of all shares of stock or other
     securities which shall have been substituted for
     such share or to which such share shall have been
     adjusted pursuant to this Paragraph 10.00.  No
     adjustment or substitution provided for in this
     Paragraph 10.00 shall require the Corporation to
     sell a fractional share.

11.00 Plan Amendment

     The Board shall have the right to amend, suspend, or
     terminate this Plan at any time, provided that no
     amendment shall be made without approval of the
     shareholders of the Corporation, which shall (a)
     increase the total number of shares which may be
     issued and sold pursuant to options granted or
     restricted stock grants made; (b) increase the total
     number of shares which may be covered by any option
     or options to one individual; (c) decrease the
     minimum option price stated in Paragraph 6.00 of
     this Plan; or (d) withdraw the administration of the
     Plan from the Committee.

12.00 Plan duration

12.01 The duration of this Plan shall be ten (10)
     years from and after its Effective Date.

12.02 Notwithstanding anything to the contrary herein
     contained, this Plan and any rights or privileges
     granted pursuant hereto shall be null and void if
     not approved by a vote of the shareholders of the
     Corporation within twelve (12) months of the
     Effective Date.


13.00 Miscellaneous Provisions

13.01 As used herein, "subsidiary" shall mean any
     corporation if stock possessing at least fifty-one
     percent (51%) of the voting power of all classes of
     stock of such corporation is owned, directly or
     indirectly by the Corporation.

13.02 Upon the dissolution or liquidation of the
     Corporation, the option granted hereunder shall
     terminate and become null and void, but the optionee
     shall have the right immediately prior to such
     dissolution or liquidation to exercise the option
     granted hereunder to the full extent not previously
     exercised, in accordance with the terms and
     conditions attached to the exercise of the option,
     if any.

13.03 Neither the optionee nor his legal
     representative, heirs, or successors shall be a
     shareholder of the Corporation, or have any rights
     or privileges of a shareholder of the Corporation,
     with respect to the shares optioned or optionable
     hereunder, unless and until a certificate
     representing such shares shall have been properly
     issued and delivered, or endorsed, transferred, and
     delivered, as the case may be, and the optionee or
     his legal representative, heirs, or successors has
     caused the appropriate name to be entered as the
     shareholder of record on the books of the
     Corporation.

13.04 By exercising any right or option as granted
     pursuant hereto, the optionee agrees to be bound by
     the terms and conditions of this Plan and any gant
     of option or rights hereunder.

13.05 Any notice to be given to the Corporation under
     the terms of this plan shall be addressed as set
     forth on one page hereof.  Any such notice shall be
     deemed duly given when actually received by the
     Corporation.

13.06 If any part of this Plan is found to be void,
     the remaining provisions shall nevertheless be
     binding with the same effects as if the void part
     had initially been deleted.

13.07 As used herein the masculine, feminine, or
     neuter gender, and the singular or plural number,
     shall each be allowed to include the other, wherever
     the context so indicates.

13.08 This plan shall be governed by and construed in
     accordance with the laws of the State of Delaware.

13.09 This Plan shall be binding upon and shall
     operate for the benefit of the persons who are
     eligible for benefits hereunder pursuant to
     Paragraph 3.01, and the Corporation, its successors,
     and assigns.

13.10 This instrument contains the entire Plan, and
     there are no agreements, representations, or
     warranties relating to the subject matter of this
     Plan which are not set forth herein.  No
     modification of this plan shall be valid unless made
     in writing and signed by authorized officers or
     agents of the Corporation.

13.11 It is the intent of the Corporation that
     certain stock options to be granted hereunder and
     which are designated to be incentive stock options
     qualify as such pursuant to Code 422A.  Accordingly,
     any term or condition hereof which would jeopardize
     such intent shall be deemed ineffective as to this
     Plan as of its Effective Date.  Moreover the
     Committee shall administer this Plan and grant
     options and rights hereunder consistent with this
     intent.

13.12 At all times this Plan shall be read,
     construed, and administered consistent with any and
     all applicable rules, regulations and procedures of
     the federal, state and local governmental agencies,
     including the Securities and Exchange Commission.
     Any term or condition hereof which would cause this
     Plan to be in violation shall be deemed ineffective
     as to this Plan as of its Effective Date.

ADOPTED BY the Board of Directors of TechGnosis
International Inc., on the date and year first above
written.



                         MINUTES OF THE MEETING OF
                              STOCKHOLDERS OF
                       TECHGNOSIS INTERNATIONAL INC.
                       HELD November 4, 1994.


     The Chairman explained that all options provided
under the current Key Employee Stock Option Plan had been
granted to employees of the company.

     The meeting thereupon decided to increase the number
of shares available for options for key employees of the
company from 150,000 to 300,000.  1,509,261 votes were
cast in favor of the decision, 95,216 votes abstaining.
                            EXHIBIT 5
                            

                    ARENT FOX KINTNER PLOTKIN & KAHN
                     1050 Connecticut Avenue, N.W.
                     Washington, D.C.  20036-5339

                           November 30, 1995

The Board of Directors
Intersolv, Inc.
9420 Key West Avenue
Rockville, Maryland 20850

Gentlemen:

     We have acted as counsel to Intersolv, Inc. (the
"Company") with respect to the Company's Registration
Statement on Form S-8, filed by the Company with the
Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as
amended, of 396,447 shares of Common Stock, par value
$.01 per share (the "Shares").

     As counsel to the Company, we have examined the
Company's Certificate of Incorporation and such records,
certificates and other documents of the Company, as well
as relevant statutes, regulations, published rulings and
such questions of law, as we considered necessary or
appropriate for the purpose of this opinion.

     We assume that, prior to the sale of any Shares to
which the Registration Statement relates, appropriate
action will be taken to register and qualify such Shares
for sale, to the extent necessary, under any applicable
state securities laws.

     Based on the foregoing, we are of the opinion that
the 396,447 Shares subject to the Key Employee Incentive
Stock Option Plan approved November 18, 1993 (the "Plan")
when delivered and paid for in accordance with the terms
of the Plan, will be validly issued, fully paid and
nonassessable.

     We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to all
references to our firm in the Registration Statement.  In
giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as
amended, or the General Rules and Regulations thereunder.

                    Very truly yours,

                     ARENT FOX KINTNER PLOTKIN & KAHN
                              EXHIBIT 23(a)
                            
                            
           CONSENT OF INDEPENDENT ACCOUNTANTS
                            

We  consent  to  the incorporation by reference  in  this
registration statement of INTERSOLV, Inc. on Form S-8  of
our  report  dated  May 31, 1995, on our  audits  of  the
consolidated  financial  statements  and  the   financial
statement  schedule of INTERSOLV, Inc. as  of  April  30,
1995  and  1994 and for the years ended April  30,  1995,
1994,  and  1993 which report, financial statements,  and
financial   statement   schedule  are   incorporated   by
reference  in  this  registration  statement   from   the
Company's  Annual Report on Form 10-K for the year  ended
April 30, 1995.




                                COOPERS & LYBRAND, L.L.P.


Baltimore, Maryland
November 30, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 45738}]
{"company-data": {"conformed-name": "INTERSOLV INC", "cik": "0000805330", "assigned-sic": "7372", "irs-number": "520990382", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64643", "film-number": "95597904"}, "business-address": {"street1": "9420 KEY WEST AVE", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3012303200"}, "mail-address": {"street1": "9420 KEY WST AVE", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}, "former-company": {"former-conformed-name": "SAGE SOFTWARE INC", "date-changed": "19911015"}}
As filed with the Securities and Exchange Commission 
                           on November 30, 1995.
                                                   Registration No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              _______________

                                  FORM S-8
                          REGISTRATION STATEMENT
                     Under The Securities Act of 1933
                              _______________

                              INTERSOLV, INC.
           (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                   52-0990382
     (State or Other Jurisdiction       (I.R.S. Employer Identification No.)
     of Incorporation or Organization)
                             9420 Key West Avenue
                         Rockville, Maryland  20850
                              (301) 838-5000
     (Address of Principal Executive Offices, Including Zip Code)

                         KEY EMPLOYEE INCENTIVE
                              STOCK OPTION
                                  PLAN
                         (Full Title of the Plan)

                           Kenneth A. Sexton
                             INTERSOLV, Inc.
                          9420 Key West Avenue
                       Rockville, Maryland  20850
                 (Name and Address of Agent for Service)

                              (301) 838-5000
         (Telephone Number, Including Area Code, of Agent For Service)

                                 Copy to:
                           Jeffrey E. Jordan, Esq.
                     Arent Fox Kintner Plotkin & Kahn
                      1050 Connecticut Avenue, N.W.
                        Washington, DC  20036-5339
                              _______________
                     CALCULATION OF REGISTRATION FEE

Title of Securities   Amount      Proposed       Proposed   
                      to be       Maximum        Maximum     Amount of
                      Registered  Offering Price Maximum    Registration
                                  Per Share (1)  Aggregate      Fee
                                                 Offering Price (1) 
Common Stock, $.01 par value
                      279,130       $0.48        $ 133,982.40  $ 46.20   
                      95,996         3.15          302,387.40   104.27
                      26,471         5.82          154,061.22    53.12
                      401,597                      590,431.02  $203.59

(1)     Pursuant to Rule 457(h)(1), based on the exercise prices of 
        outstanding options.

                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information*

Item 2.     Registrant Information and Employee Plan Annual Information*

*     Information required by Part I to be contained in a
     Section 10(a) prospectus is omitted from the
     Registration Statement in accordance with Rule 428
     under the Securities Act of 1933 (the "Securities
     Act") and the Note to Part I of Form S-8.

                                 PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

     The following documents previously filed by the
Registrant with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this
Registration Statement:

     1.     The Registrant's Annual Report on Form 10-K
for the fiscal year ended April 30, 1995.

     2.     All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since the end of the fiscal year
ended April 30, 1995.

     3.     Registrant's Form 8-A Registration Statement
filed pursuant to Section 12 of the Exchange Act
containing a description of the Registrant's common stock
including any amendment or report filed for the purpose
of updating such description.

     In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities
offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such
documents.

Item 4.     Description of Securities

     Not Applicable.

Item 5.     Interests of Named Experts and Counsel

     Not applicable.

Item 6.     Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law,
as amended, provides that a corporation may indemnify any
person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation
or is or was serving at its request in such capacity in
another corporation or business association, against
expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

     Section 102(b)(7) or the Delaware General
Corporation Law, as amended, permits a corporation to
provide in its certificate of incorporation that a
director of the corporation shall not be personally
liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper
personal benefit.

     Article Fifth of the Registrant's Second Restated
Certificate of Incorporation, as amended, provides for
the elimination of personal liability of a director for
breach of fiduciary duty as permitted by Section
102(b)(7) of the Delaware General Corporation Law, and
provides that the Registrant shall indemnify its
directors and officers to the full extent permitted by
Section 145 of the Delaware General Corporation Law.

     The Registrant has in effect a directors and
officers liability insurance policy under which the
directors and officers of the Registrant are insured
against loss arising from claims made against them due to
wrongful acts while acting in their individual and
collective capacities as directors and officers, subject
to certain exclusions.

Item 7.     Exemption from Registration Claimed

            Not applicable.

Item 8.     Exhibits

            See Exhibit Index on page 6.

Item 9.     Undertakings

            (a)  The Registrant hereby undertakes:

                 (1)  To file, during any period in which
     offers or sales are being made of the securities
     registered hereby, a post-effective amendment to
     this Registrant Statement;

                      (i)  To include any prospectus required
          by Section 10(a)(3) of the Securities Act;

                      (ii) To reflect in the prospectus any
          facts or events arising after the effective
          date of the Registration Statement (or the most
          recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a
          fundamental change in the information set forth
          in this Registration Statement;

               (iii)     To include any material
          information with respect to the plan of
          distribution not previously disclosed in this
          Registration Statement or any material change
          to such information in this Registration
          Statement;

provided, however, that the undertakings set forth in
paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.

          (2)  That, for the purpose of determining
     any liability under the Securities Act, 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 
     post-effective amendment any of the securities
     being registered which remain unsold at the
     termination of the offering.

     (b)  The Registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
Registration Statement 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.

     (c)  Insofar as indemnification for liabilities
arising under the Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities 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, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
     
                                SIGNATURES

     Pursuant to the requirements of the Securities Act,
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 Rockville,
State of Maryland, on the 30th day of November, 1995.

                              INTERSOLV, INC.

                              By: /s/ Kenneth A. Sexton
                                  Kenneth A. Sexton
                                  Vice President, Finance
                                  & Administration

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person
whose signature appears below constitutes and appoints
Kevin J. Burns and Kenneth A. Sexton, and each of them
his true and lawful attorney-in-fact and agent with power
of substitution and resubstitution, for him, and in his
name, place and stead, in any and all capacities, to sign
any and all amendments (including post effective
amendments) to this Registration Statement on Form S-8,
and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done to comply with the provisions of the Securities Act
and all requirements of the Commission, hereby ratifying
and confirming all that said attorney-in-fact or any of
them, or their or his or her substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons in the capacities and on the date
indicated:

Signatures                    Title                    Date

/s/ Kevin J. Burns         Chairman of the Board    November 30, 1995    
Kevin J. Burns             and Chief Executive
                           Officer, Director

/s/ Kenneth A. Sexton      Vice President, Finance  November 30, 1995
Kenneth A. Sexton          & Administration
                           (Principal Financial
                           Officer and Accounting
                           Officer)

/s/ Russell E. Planitzer   Director                 November 30, 1995
Russell E. Planitzer

/s/ Richard A. Carpenter   Director                 November 30, 1995
Richard A. Carpenter

/s/ Gary G. Greenfield     Director                 November 30, 1995
Gary G. Greenfield

/s/ Robert N. Goldman      Director                 November 30, 1995
Robert N. Goldman

/s/ Norman A. Bolz         Director                 November 30, 1995
Norman A. Bolz

/s/ Charles O. Rossotti    Director                 November 30, 1995
Charles O. Rossotti

/s/ Frank A. Sola          Director                 November 30, 1995
Frank A. Sola
     
                               EXHIBIT INDEX

Exhibit                                                           Page

4.   Instruments defining the rights of security
     holders
     
     (a)     Key Employee Incentive Stock Option Plan,             __
             approved November 18, 1993

5.   Opinion of Arent Fox Kintner Plotkin & Kahn
     re: validity of securities registered                         __

23.  Consents of experts and counsel

     (a)     Consent of Coopers & Lybrand L.L.P.,                 
             Independent Accountants                               __

     (b)     Consent of Arent Fox Kintner
             Plotkin & Kahn (counsel): included
             in exhibit 5

24.  Power of Attorney: included on signature page                 __

                                                                 EXHIBIT 4
                       TechGnosis International Inc.,
                       
                          KEY EMPLOYEE INCENTIVE
                            STOCK OPTION PLAN

This Key Employee Incentive Stock Option Plan
(hereinafter referred to as the "Plan") is adopted by the
Board of Directors of TechGnosis International Inc., a
Delaware Corporation, with its principal office located
at Gnosis NV, Sorghvliet, B-2860 Sint Katelijne Waver,
Belgium (hereinafter referred to as the "Corporation")
the 18th day of November, 1993 (hereinafter referred to
as the "Effective Date").

WITNESSETH

WHEREAS, the Corporation desires to encourage those
officers, and employees who are primarily responsible for
the management, growth, and protection of the business
and affairs of the Corporation and any subsidiaries it
may now have to increase their proprietary interest in
the Corporation, and

WHEREAS, the Board of Directors believes that the
Corporation's best interest will be served by increasing
its ability to secure and retain highly qualified and
experienced management employees, through affording them
an opportunity to acquire an interest in the Corporation,
and

WHEREAS, the Corporation desires to retain the valuable
services of such directors, officers, managerial
employers and executive-level consultants (hereinafter
referred to as "Key Employees").

NOW THEREFORE, it is provided as follows:

1.00     Purpose of the Plan

1.01     The purpose of the Plan is to secure for the
     Corporation and its stockholders the benefits which
     flow from providing key employees with the incentive
     inherent in common stock ownership.  It is generally
     recognized that stock option plans aid in retaining
     competent executives and furnish a device to attract
     executives of exceptional ability to the Corporation
     because of the opportunity offered to acquire a
     proprietary interest in the business.  The stock
     options granted under the Plan are intended to
     qualify as incentive stock options within the
     meaning of Internal Revenue Code Sections 422A.

2.00 Plan Administration

2.01 The Plan shall be administered by a committee
     (hereinafter referred to as the "Committee")
     consisting of three (3) or more members, who shall
     be designated by the Board of Directors of the
     Corporation (hereinafter referred to as the "Board")
     from time to time.  In the absence of a specific
     designation by the Board, the Committee shall
     consist of three (3) members.  The Board shall
     select Committee members from among its own members,
     and any in its sole and absolute discretion remove a
     Board member from the Committee with or without
     cause, by providing him with written notice of such
     removal, which written notice shall contain the
     effective date of such removal, which may be
     effective immediately.  Vacancies occurring in the
     Committee, whether by reason of an increase in its
     number of members; a removal, or otherwise, shall be
     filled by the Board.

2.02 The Board in its sole discretion, may, but need
     not, from time to time authorize the payment of
     reasonable remuneration to Committee members for
     services rendered pursuant hereto.

2.03 Committee members may not participate in or
     influence any action related to grants to themselves
     of stock options or rights under this Plan.  ALL
     matters relating to such grants to Committee members
     shall be decided by a majority of the Board,
     excluding there from the affected Committee member.
     The Committee shall be free, however, to make
     recommendations to the Board for this purpose.
     
3.00 Eligibility

3.01 The key Employees of the Corporation and/or its
     subsidiaries, who, in the opinion of the Committee,
     have demonstrated a capacity for contributing in a
     substantial measure to the successful performance of
     the Corporation and/or its subsidiaries, shall be
     eligible to be granted options to purchase the
     Corporation's common stock and to receive grants of
     or rights to the Corporation's common stock under
     this plan.

3.02 From such eligible Key Employees, the Committee
     shall, from time to time, select those persons to
     whom options or rights shall be granted.  Except as
     provided in Paragraph 2.03 above, all such
     selections shall be in the sole discretion of the
     Committee; however, the Board and management shall
     be free to make recommendations to the Committee for
     this purpose.

4.00 Shares Available For Options and Grants

4.01 The Board shall reserve for the purpose of this
     Plan, out of the authorized but unissued common
     stock Class A of the par value of $.01 cent each
     (hereinafter referred to as "Common Stock") of the
     Corporation, or out of shares of common stock held
     in its Treasury, or partly out of each, as shall be
     determined by the Board, a total of one hundred and
     fifty thousand (150,000) shares of the common stock
     of the Corporation.

4.02 The number of shares determined pursuant to the
     foregoing Paragraph 4.01 shall be subject to
     adjustment in accordance with Paragraph 10.00
     hereof.

4.03 In the event a restricted stock grant awarded
     under the Plan, or an option granted under the plan,
     to any key employee expires, or is terminated
     unexpressed as to any shares subject thereto, or in
     the event that any shares awarded hereunder to any
     key employee are returned to the Corporation, such
     shares shall thereafter again be available for the
     purposes of the Plan.

5.00 Committee Authority

5.01 Subject to the provisions of this plan, the
     Committee shall have full and final authority to
     determine the persons to whom options shall be
     granted, restricted stock grants made or stock
     appreciation rights granted, and the number of
     shares to be subject to each option or grant.  The
     Committee shall have the authority, in its
     discretion, to grant incentive stock options within
     the meaning of Section 422A of the 1986
     International Revenue Code, as it presently exists
     and as it may hereafter be amended (hereinafter
     referred to as the "Code"), and to grant stock
     options that are not incentive stock options within
     the meaning of such Code section.  At the time of
     grant the Committee may allow an optionee to elect
     to receive non-qualified options or incentive stock
     options, except that the number of shares subject to
     exercise as incentive stock options, shall not
     exceed the calendar year limitation as set forth
     below in Paragraph 5.02.  Options may not be granted
     under this Plan more than ten (10) years after the
     Effective date.

5.02 Notwithstanding anything to the contrary herein
     contained, the aggregate fair market value
     (determined as of the time the option is granted) of
     the stock with respect to which incentive stock
     options (within the meaning of Code section 422A9b)
     are exercisable for the first time by any optionee
     during any calendar year under this Plan and any
     other plans of the Corporation or any subsidiary
     thereof shall not exceed One Hundred Thousand
     Dollars ($100,000).

5.03 No incentive stock option shall be granted
     hereunder to any individual who, at the time the
     option is granted: (i) is not a key employee of the
     Corporation, or one or more of its subsidiaries; or
     (ii) owns stock representing more than ten percent
     (10%) of the total combined voting power of all
     classes of stock of the Corporation, or any
     subsidiary, Subpart (ii) of the immediately
     preceding sentence shall not apply if at the time
     the option is granted the option price is at least
     one hundred ten percent (110%) of the fair market
     value of the stock subject to the option, and the
     option, by its terms is not exercisable after the
     expiration of five (5) years from the date it is
     granted.

6.00 Option Price

6.01 At the time any option is granted, the Committee
     shall establish the option price of the shares of
     common stock subject to such option.  With respect
     to incentive stock options, such price shall not be
     less than eighty-five percent (85%) of the "fair
     market value" (as defined below in Paragraph 6.02)
     of such shares on the day the option is granted.
     The option price will be subject to adjustment in
     accordance with the provisions of Paragraph 10.00 of
     this Plan.

6.02 For purposes of this Plan, the "fair market
     value" of a share of common stock on any day shall
     be the average of the most recent bid and ask prices
     determined by reference to Over-The-Counter, or
     National quotations as of the close of business, or
     the fair market value may be determined by
     establishing an earnings figure for the current and
     next year and then applying a price-earnings
     multiplier (industry-based, comparative data
     support, review of business forecasts, etc.) to
     establish a market value; or failing these markets,
     the fair market value may be determined in reference
     to recent bona fide private stock transactions,
     valuations known for similar other companies, the
     Corporation's performance, its indebtedness.

7.00 Terms and Exercise of Options

7.01 Any option granted under this Plan by its terms
     may require the director, officer, or employee
     granted such option to remain in the continuous
     service of employ of the Corporation, or none or
     more of its subsidiaries for such periods of time,
     if any, from the date of grant of this option,
     before the right to exercise any part of the option
     will accrue, as the committee may in its sole
     discretion determine at the time of granting such
     option.

7.02 Each option granted under this Plan shall be
     exercisable at such times with respect to such
     number of shares covered thereby as may be
     determined by the Committee at the time of the grant
     thereof; however all incentive stock options must be
     exercised within ten (10) years from the date of
     their grant except as otherwise set forth in
     Paragraph 5.03 hereof.  The right to purchase shares
     shall be cumulative so that when the right to
     purchase any shares has accrued, such shares or any
     part thereof may be purchased at any time thereof
     until the expiration or termination of the option.

7.03 Options grants under this Plan shall not be
     transferred, assigned, pledged, or hypothecated in
     any way by the optionee otherwise than by will, or
     if he dies intestate, by the laws of descent and
     distribution of the state of domicile at the time of
     his death, and such options shall be exercisable
     during his lifetime only by such optionee.  Upon any
     attempt to transfer, assign, pledge, hypothecate, or
     otherwise dispose of such option, or upon levy of
     any attachment or similar process with respect to
     such option or rights, such option or right shall
     immediately become null and void.

7.04 In the event an optionee's employment or, in the
     case of a non-employee optionee, affiliation, with
     the Corporation terminates, for whatever reason, an
     option shall be exercisable by the optionee at any
     time prior to the expiration date of the option or
     within three (3) months after the date of such
     termination of employment or affiliation, whichever
     is the shorter period, but only to the extent of the
     accrued right to purchase at the date of such
     termination.  Otherwise his option rights under any
     then outstanding option shall terminate immediately.
     In the event of the disability of the optionee
     (within the meaning of Code Section 422(e)(3), the
     option shall be exercisable whether or not
     exercisable on the commencement date of such
     disability), by the optionee at any time within
     twelve (12) months after the last day of his
     employment with the Corporation, pursuant to code
     Section 422A(c)(7).  In the event of the death of an
     optionee, the option shall be exercisable (whether
     or not exercisable on the date of the death of such
     optionee) by the person or persons entitled to do so
     under the optionee's will, or, if the optionee shall
     fail to make testamentary disposition of said option
     or shall die instead, by the optionee's legal
     representative, at any time prior to the expiration
     date of the option or within twelve (12) months
     after the date of such death whichever shall first
     occur.

7.05 The option price of each share purchased
     pursuant to each option shall be paid in full at the
     time of such purchase, in cash, or, in the
     Committee's discretion, in common stock of the
     Corporation which is owned by the optionee, which
     stock shall be valued at the average of the most
     recent Corporation's stock is publicly traded.  In
     no event shall the Corporation be required to
     transfer fractional shares to the optionee.

7.06 As a condition precedent to the grant of any
     rights or privileges hereunder becoming effective
     and exercisable, the Committee may, in its sole
     discretion, require that the respective eligible key
     employee sign a written acceptance of such rights or
     privileges and any conditions which may be attached
     thereto by the Committee.  In the case of incentive
     stock options, such conditions shall not be
     inconsistent with Code Section 422A(b).

8.00 Restricted Stock Grants

8.01 Subject to the provisions of this Plan, the
     Committee shall have full and final authority to
     determine the persons to whom restricted stock
     grants shall be made, the number of shares to be
     granted in each case, the consideration to be
     received by the Corporation for the issuance of
     transfer or such shares (which may include past
     valuable services), and the other terms and
     conditions of each particular grant, including,
     without limitation, provisions which in all cases
     shall be consistent with the terms of the Plan:  (a)
     specifying the consideration to be received by the
     Corporation for shares to be granted pursuant to the
     plan; (b) imposing and specifying the nature and
     extent of restrictions upon disposition of shares
     acquired pursuant to grants hereunder (c) specifying
     the circumstances under which all or part of any
     shares acquired pursuant to grants hereunder may be
     required to be forfeited and surrendered to the
     Corporation and the consideration, if any, to be
     paid by the Corporation for any such shares
     forfeited and surrendered; and (d) specifying the
     extent and time of lapse of such restrictions or
     risks of forfeiture.
     
8.02 The Committee shall have full and final
     authority to determine and fix the other terms and
     conditions of each particular grant and to authorize
     and cause to be effected the issuance or transfer
     pursuant to grants made under the Plan, all
     consistent with the terms and conditions hereof.
     Any shares so issued or transferred pursuant to
     grants made under the Plan shall, upon such issuance
     or transfer, be duly issued, validly outstanding,
     fully paid, and non-assignable.

9.00 Stock Appreciation Rights

9.01 The Committee shall have the full power and
     authority to grant stock appreciation rights to any
     person eligible as determined by the Committee in
     accordance with Paragraph 2.01 hereof.  Such stock
     appreciation rights may have such limitations
     attached to their exercise as the Committee may
     determine, including, but not limited to, such
     rights not being exercisable unless and until there
     is a "change in control" of the Corporation, as
     "change in control" may be defined in employment
     contracts for certain key officers or employees of
     the Corporation, or such rights not being
     exercisable unless and until the value of the
     subject common stock attains a certain stated level
     or appreciates a certain stated percentage.

9.02 A stock appreciation right shall, upon its
     exercise, entitle the person to whom such stock
     appreciation right was granted the right to receive
     a number of shares of common stock, or cash, or
     combination thereof, as the Committee, in its
     discretion, shall determine.  The aggregate value of
     such stock, cash, or a combination thereof shall
     equal the amount by which the market value per share
     on the date of such exercise exceeds the exercise
     price of such stock appreciation right, multiplied
     by the number of shares with respect to which such
     stock appreciation right shall have been exercised.
     A stock appreciation right may be related to an
     option granted independently of any option, as the
     Committee shall in each case determine.  At time of
     grant of an option the Committee shall determine
     whether and to what extent a related stock
     appreciation right shall be granted with respect
     thereto.  A related option shall cease to be
     exercisable to the extent the related stock
     appreciation right was exercised.  A related stock
     appreciation right shall cease to be exercisable to
     the extent a related option is exercised.

9.03 Notwithstanding any other provision of this
     Plan, if such related option is an incentive stock
     option, the related stock appreciation right shall
     satisfy all the restrictions and limitations of
     Paragraph 5.00 hereof as if such stock appreciation
     right were an incentive stock option, and as if all
     other rights which are related to the incentive
     stock options were incentive stock options.  The
     exercise of such stock appreciation rights must have
     the same economic and tax consequences as the
     exercise of the related incentive stock option
     followed by an immediate sale of the option stock.
     Such related stock appreciation right, by its terms,
     must meet the following requirements:  (i) The stock
     appreciation right must expire no later than the
     expiration of the related incentive stock option;
     (ii) the stock appreciation right may be for no more
     than one hundred percent (100%) of the difference
     between the exercise price of the related incentive
     stock option and the market price of the stock
     subject to the related incentive stock option at the
     time the stock appreciation right is exercised;
     (iii) the stock appreciation right shall be
     transferable only when the related incentive stock
     option is transferable, and under the same
     conditions; (iv) the stock appreciation right may be
     exercised only when the related incentive stock
     option is eligible to be exercised; and (v) the
     stock appreciation right may be exercised only when
     the market price of the stock subject to the
     incentive stock option exceeds the exercise price of
     the incentive stock option.

10.00 Adjustment to Number of Shares

     In the event that a stock dividend or stock split
     shall be hereafter declared upon the common stock of
     the Corporation, payable in shares of common stock
     of the Corporation, the number of shares of common
     stock then subject to any such option, right, or
     grant and the number of shares reserved for issuance
     pursuant to the Plan but not yet covered by an
     option, right, or grant shall be adjusted by adding
     to each such share the number of shares which would
     be distributable thereon if such share had been
     outstanding on the date fixed for determining the
     shareholders entitled to receive such stock dividend
     or stock split.  In the event that the outstanding
     shares of the common stock of the Corporation shall
     be changed into or exchanged for a different number
     or kind of shares of stock or other securities of
     the Corporation or of another corporation, whether
     through a reorganization, recapitalization, stock
     split, combination of shares, merger, or
     consolidation, then there shall be substituted for
     each share of common stock subject to any such
     option, right, grant and for each share of common
     stock reserved for issuance pursuant to the Plan but
     not yet covered by an option, right, or grant, the
     number and kind of shares of stock or other
     securities into which each outstanding share of
     common stock shall be so changed or for which each
     such share shall be exchanged.  In the event there
     shall be any change, other than as specified above
     in this Paragraph 10.00, in the number or kind of
     outstanding shares of common stock of the
     Corporation, or of any stock or other securities
     into which common stock shall have been changed or
     for which it shall have been exchanged, then, if the
     Committee shall in its sole discretion determine
     that such change equitably requires an adjustment in
     the number or kind of shares there to for reserved
     for issuance pursuant to the Plan but not yet
     covered by an option, right, or grant and of the
     shares then subject to an option, right, or grant
     and of the shares then subject to an option or
     options, such adjustment shall be made by the
     Committee and shall be effective and binding for all
     purposes of the Plan, and of each option, right, or
     grant.  In the case of any such substitution or
     adjustment as provided for in this Paragraph 10.00,
     the option price in each option, right or grant
     prior to such substitution or adjustment will be the
     option price of all shares of stock or other
     securities which shall have been substituted for
     such share or to which such share shall have been
     adjusted pursuant to this Paragraph 10.00.  No
     adjustment or substitution provided for in this
     Paragraph 10.00 shall require the Corporation to
     sell a fractional share.

11.00 Plan Amendment

     The Board shall have the right to amend, suspend, or
     terminate this Plan at any time, provided that no
     amendment shall be made without approval of the
     shareholders of the Corporation, which shall (a)
     increase the total number of shares which may be
     issued and sold pursuant to options granted or
     restricted stock grants made; (b) increase the total
     number of shares which may be covered by any option
     or options to one individual; (c) decrease the
     minimum option price stated in Paragraph 6.00 of
     this Plan; or (d) withdraw the administration of the
     Plan from the Committee.

12.00 Plan duration

12.01 The duration of this Plan shall be ten (10)
     years from and after its Effective Date.

12.02 Notwithstanding anything to the contrary herein
     contained, this Plan and any rights or privileges
     granted pursuant hereto shall be null and void if
     not approved by a vote of the shareholders of the
     Corporation within twelve (12) months of the
     Effective Date.

13.00 Miscellaneous Provisions

13.01 As used herein, "subsidiary" shall mean any
     corporation if stock possessing at least fifty-one
     percent (51%) of the voting power of all classes of
     stock of such corporation is owned, directly or
     indirectly by the Corporation.

13.02 Upon the dissolution or liquidation of the
     Corporation, the option granted hereunder shall
     terminate and become null and void, but the optionee
     shall have the right immediately prior to such
     dissolution or liquidation to exercise the option
     granted hereunder to the full extent not previously
     exercised, in accordance with the terms and
     conditions attached to the exercise of the option,
     if any.

13.03 Neither the optionee nor his legal
     representative, heirs, or successors shall be a
     shareholder of the Corporation, or have any rights
     or privileges of a shareholder of the Corporation,
     with respect to the shares optioned or optionable
     hereunder, unless and until a certificate
     representing such shares shall have been properly
     issued and delivered, or endorsed, transferred, and
     delivered, as the case may be, and the optionee or
     his legal representative, heirs, or successors has
     caused the appropriate name to be entered as the
     shareholder of record on the books of the
     Corporation.

13.04 By exercising any right or option as granted
     pursuant hereto, the optionee agrees to be bound by
     the terms and conditions of this Plan and any gant
     of option or rights hereunder.

13.05 Any notice to be given to the Corporation under
     the terms of this plan shall be addressed as set
     forth on one page hereof.  Any such notice shall be
     deemed duly given when actually received by the
     Corporation.

13.06 If any part of this Plan is found to be void,
     the remaining provisions shall nevertheless be
     binding with the same effects as if the void part
     had initially been deleted.

13.07 As used herein the masculine, feminine, or
     neuter gender, and the singular or plural number,
     shall each be allowed to include the other, wherever
     the context so indicates.

13.08 This plan shall be governed by and construed in
     accordance with the laws of the State of Delaware.

13.09 This Plan shall be binding upon and shall
     operate for the benefit of the persons who are
     eligible for benefits hereunder pursuant to
     Paragraph 3.01, and the Corporation, its successors,
     and assigns.

13.10 This instrument contains the entire Plan, and
     there are no agreements, representations, or
     warranties relating to the subject matter of this
     Plan which are not set forth herein.  No
     modification of this plan shall be valid unless made
     in writing and signed by authorized officers or
     agents of the Corporation.

13.11 It is the intent of the Corporation that
     certain stock options to be granted hereunder and
     which are designated to be incentive stock options
     qualify as such pursuant to Code 422A.  Accordingly,
     any term or condition hereof which would jeopardize
     such intent shall be deemed ineffective as to this
     Plan as of its Effective Date.  Moreover the
     Committee shall administer this Plan and grant
     options and rights hereunder consistent with this
     intent.

13.12 At all times this Plan shall be read,
     construed, and administered consistent with any and
     all applicable rules, regulations and procedures of
     the federal, state and local governmental agencies,
     including the Securities and Exchange Commission.
     Any term or condition hereof which would cause this
     Plan to be in violation shall be deemed ineffective
     as to this Plan as of its Effective Date.

ADOPTED BY the Board of Directors of TechGnosis
International Inc., on the date and year first above
written.

                         MINUTES OF THE MEETING OF
                              STOCKHOLDERS OF
                       TECHGNOSIS INTERNATIONAL INC.
                       HELD November 4, 1994.

     The Chairman explained that all options provided
under the current Key Employee Stock Option Plan had been
granted to employees of the company.

     The meeting thereupon decided to increase the number
of shares available for options for key employees of the
company from 150,000 to 300,000.  1,509,261 votes were
cast in favor of the decision, 95,216 votes abstaining.
                            EXHIBIT 5
                            

                    ARENT FOX KINTNER PLOTKIN & KAHN
                     1050 Connecticut Avenue, N.W.
                     Washington, D.C.  20036-5339

                           November 30, 1995

The Board of Directors
Intersolv, Inc.
9420 Key West Avenue
Rockville, Maryland 20850

Gentlemen:

     We have acted as counsel to Intersolv, Inc. (the
"Company") with respect to the Company's Registration
Statement on Form S-8, filed by the Company with the
Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as
amended, of 396,447 shares of Common Stock, par value
$.01 per share (the "Shares").

     As counsel to the Company, we have examined the
Company's Certificate of Incorporation and such records,
certificates and other documents of the Company, as well
as relevant statutes, regulations, published rulings and
such questions of law, as we considered necessary or
appropriate for the purpose of this opinion.

     We assume that, prior to the sale of any Shares to
which the Registration Statement relates, appropriate
action will be taken to register and qualify such Shares
for sale, to the extent necessary, under any applicable
state securities laws.

     Based on the foregoing, we are of the opinion that
the 396,447 Shares subject to the Key Employee Incentive
Stock Option Plan approved November 18, 1993 (the "Plan")
when delivered and paid for in accordance with the terms
of the Plan, will be validly issued, fully paid and
nonassessable.

     We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to all
references to our firm in the Registration Statement.  In
giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as
amended, or the General Rules and Regulations thereunder.

                    Very truly yours,

                     ARENT FOX KINTNER PLOTKIN & KAHN
                              EXHIBIT 23(a)
                            
                            
           CONSENT OF INDEPENDENT ACCOUNTANTS
                            

We  consent  to  the incorporation by reference  in  this
registration statement of INTERSOLV, Inc. on Form S-8  of
our  report  dated  May 31, 1995, on our  audits  of  the
consolidated  financial  statements  and  the   financial
statement  schedule of INTERSOLV, Inc. as  of  April  30,
1995  and  1994 and for the years ended April  30,  1995,
1994,  and  1993 which report, financial statements,  and
financial   statement   schedule  are   incorporated   by
reference  in  this  registration  statement   from   the
Company's  Annual Report on Form 10-K for the year  ended
April 30, 1995.

                                COOPERS & LYBRAND, L.L.P.

Baltimore, Maryland
November 30, 1995