<PAGE>
 

        As filed with the Securities and Exchange Commission on October 12, 1995

                                                Registration No. 33  ___________
                                                                                

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                                        
                                 FORM S-8
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                        
                        C.I.S. TECHNOLOGIES, INC.
          (Exact name of registrant as specified in its charter)

         Delaware                                    73-1199382
      (State or other                             (I.R.S. Employer
      jurisdiction of                            Identification No.)
     Incorporation or
       organization)


                        C.I.S. Technologies, Inc.
                         1995 Stock Incentive Plan
                         (Full title of the Plan)
                                     
                                     
                             Philip D. Kurtz
            Chairman of the Board and Chief Executive Officer
                       6100 South Yale, Suite 1900
                           Tulsa, Oklahoma  74136
                              (918) 496-2451
         (Name, address, including zip code, and telephone number
                including area code of agent for service)

                                Copies To:
                            Thomas G. Noulles
                             Pray, Walker,
                          Jackman, Williamson
                                & Marlar
                            900 ONEOK Plaza
                            Tulsa, Oklahoma 
                                 74103
                         _______________________

<TABLE>
<CAPTION>
                     CALCULATION OF REGISTRATION FEE


                                          Proposed  Proposed
                                          maximum   maximum
           Title of each         Amount   offering  aggregate    Amount
        class of securities      to be   price per  offering       of
         to be registered      registered share(1)  price(1)   registration   
                                                                   fee


   <C>                          <C>        <C>    <C>             <C>
   Common Stock, $.01 per share 3,818,630  $4.00  $15,274,520.00  $5,267.11
                                  shares            
</TABLE>

   (1) Estimated solely for purposes of computing the registration fee
       pursuant to Rule 457(c), upon the average of the high and low prices
       as reported on NASDAQ on October 9, 1995.
                     _______________________________

     The Registration Statement shall become effective upon filing
     in accordance with Rule 462 under the Securities Act of 1933.
                                       

                                             Exhibit Index Appears on Page 5
                        Page 1 of 8 Pages <PAGE>
 
<PAGE>
   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 of Form S-8 to be contained in
    the  Section  10(a) prospectus is omitted from the Registration
    Statement  in accordance with Rule 428 under the Securities Act
    of 1933 and the first Note to Part I.

                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.     Incorporation of Certain Documents by Reference.

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

    (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal
   year  ended  December  31,  1994,  as filed with the Securities and
   Exchange Commission on April 14, 1995.

    (2) The  Registrant's  Quarterly  Reports  on  Form  10-Q for the
   periods  ending March 31, 1995 and June 30, 1995, as filed with the
   Securities  and  Exchange Commission on May 10, 1995 and August 14,
   1995,  respectively,  and  the amendment to the March 31, 1995 Form
   10-Q as filed on Form 10-Q/A on May 16, 1995.

    (3) The  Registrant's  Current  Reports on Form 8-K as filed with
   the Securities and Exchange Commission on May 19, 1995 and June 15,
   1995, and Form 8-K/A filed on August 14, 1995.

    (4) The  Registrant's  Form 10-C as filed with the Securities and
   Exchange Commission on August 19, 1995.

    (5) The description of the Registrant's Common Stock contained in
   Registrant's  Registration  Statement on Form 10, as filed with the
   Securities  and  Exchange  Commission on March 5, 1987, pursuant to
   Section  12(g)  of  the  1934  Act, including any amendment to such
   registration  statement  or report filed under the 1934 Act for the
   purpose of updating such description.

    In  addition,  all  documents  subsequently  filed  by Registrant
   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  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.  

    The  Bylaws  of  the Registrant provide that the Registrant shall
   indemnify   its  officers  and  directors  to  the  fullest  extent
   permitted  by  applicable law.  Section 145 of the Delaware General
   Corporation  Law  (the  "DGCL")  provides,  in  general,  that each
   director  and  officer  of a corporation may be indemnified against
   expenses  (including  attorneys' fees, judgments, fines and amounts
   paid  in settlement) actually and reasonably incurred in connection
   with  the  defense  or  settlement  of  any  threatened, pending or
   completed  legal  proceedings  in  which  he  or she is involved by
   reason  of the fact that he or she is or was a director or officer,
   if  he  or  she  acted in good faith and in a manner that he or she
   reasonably believed to be in, or not opposed to, the best interests
   of  the  corporation,  and,  with respect to any criminal action or
   proceeding,  if  he  or she had no reasonable cause to believe that
   his  conduct was unlawful.  If the legal proceeding, however, is by
   or in the right of the corporation, the director or officer may not
   be indemnified in respect of any claim, issue or matter as to which
   he  or she shall have been adjudged to be liable to the corporation
   except  to  the extent the court in which such legal proceeding was
   brought determines such person is fairly and reasonably entitled to
   indemnity.



                                          Exhibit Index Appears on Page 5
                        Page 2 of 8 Pages <PAGE>
 

<PAGE>
    As   permitted  by  Section  102  of  DGCL,  the  Certificate  of
   Incorporation  of  the  Registrant provides that no director of the
   Registrant  shall  be  personally  liable to the corporation or its
   stockholders  for monetary damages for breach of his fiduciary duty
   as  a  director,  provided,  however, that such provision shall not
   apply  to  any  liability  of  a  director  (1) for any breach of a
   director's  duty  of loyalty to the Registrant or its stockholders,
   (2)  for  acts  or  omissions that are not in good faith or involve
   intentional misconduct or a knowing violation of the law, (3) under
   Section  174 of the DGCL, or (4) for any transaction from which the
   director derived an improper personal benefit.

   Item 7. Exemption from Registration Claimed.

    Not applicable.

   Item 8. Exhibits.

    See Index to Exhibits at page 5 hereof.

   Item 9. Undertakings.

    (a) The undersigned Registrant hereby undertakes:

     (1)  To  file,  during  any  period in which offers or sales are
    being  made,  a  post-effective  amendment  to  this Registration
    Statement:

      (i) To  include  any prospectus required by Section 10(a)(3) of
     the Securities Act of 1933;

      (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 the Registration Statement;

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

    provided,  however,  that  paragraphs (a)(1)(i) and (a)(1)(ii) do
    not apply if the Registration Statement is on Form S-3 or Form S-8,
    and  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
    1 5 ( d)  of  the  Securities  Exchange  Act  of  1934  that  are
    incorporated by reference in the Registration Statement.

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

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

    (b) The  undersigned  Registrant  hereby further undertakes that,
   for  purposes of determining any liability under the Securities Act
   of  1933, each filing of the Registrant's annual report pursuant to
   Section  13(a)  or  Section 15(d) of the Securities Exchange Act of
   1934   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 of 1933 may be permitted to directors, officers and
   controlling  persons  of  the  Registrant pursuant to the foregoing
   provisions,  or  otherwise, the Registrant has been advised that in
   the   opinion  of  the  Securities  and  Exchange  Commission  such
   indemnification  is  against  public policy as expressed in the Act
   and  is,  therefore,  unenforceable.  In the event that a claim for
   indemnification against such liabilities (other than the payment by
   the  Registrant of expenses incurred or paid by a director, officer
   or  controlling  person of the Registrant in the successful defense
   of  any  action,  suit or proceeding) is asserted by such director,
   officer  or  controlling  person  in connection with the securities
   being registered, the Registrant will, unless in the opinion of its
   counsel  the  matter  has  been  settled  by controlling precedent,
   submit  to a court of appropriate jurisdiction the question whether
   such indemnification by it is against public policy as expressed in
   the  Act  and  will  be  governed by the final adjudication of such
   issue.

                                            Exhibit Index Appears on Page 5
                            Page 3 of 8 Pages <PAGE>
 


<PAGE>
                                SIGNATURES

    Pursuant  to  the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that
   it  meets  all  of the requirements for filing on Form S-8, and has
   duly  caused this Registration Statement to be signed on its behalf
   by  the  undersigned,  thereunto  duly  authorized,  in the City of
   Tulsa, State of Oklahoma, on October 12, 1995.

                                  C.I.S. TECHNOLOGIES, INC.

                                  By   /s/ Philip D. Kurtz          
                                       ----------------------------
                                       Philip D. Kurtz
                                       Chairman of the Board
                                       and Chief Executive Officer

   By: /s/ Rebecca L. Speight     By   /s/ James L. Hersma          
       --------------------------      -----------------------------
       Rebecca L. Speight              James L. Hersma
       Principal Accounting Officer    President and Chief Operating
                                       Officer

                            POWER OF ATTORNEY
    KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature
   appears below constitutes and appoints Philip D. Kurtz and James L.
   Hersma, and each of them, his true and lawful attorneys-in-fact and
   agents,  each  with  full 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, and to file
   the  same,  with exhibits thereto and other documents in connection
   therewith,  with  the  Securities  and Exchange Commission granting
   unto  said  attorneys-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, as fully to all intents and
   purposes  as  he  might or could do in person, hereby ratifying and
   confirming  all  that  said  attorneys-in-fact  and  agents, or his
   substitute  or  substitutes,  may  do or cause to be done by virtue
   hereof.

    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>
   Signatures                     Title                    Date


   <C>                       <C>                     <C>
   /s/ Philip D. Kurtz       Chairman of the Board   October 12, 1995
   ----------------------     and Chief Executive    ----------------
                              Officer and Director

   /s/ James L. Hersma       President and Chief     October 12, 1995
   ----------------------     Operating Officer      ----------------
                              and Director

   /s/ John D. Platt         Director                October 12, 1995
   ----------------------                            ----------------
   John D. Platt


   /s/ Dennis D. Pointer     Director                October 12, 1995
   ----------------------                            ----------------
   Dennis D. Pointer

   /s/ Robert J. Simmons     Director                October 12, 1995
   ----------------------                            ----------------
   Robert J. Simmons


   /s/ N. Thomas Suitt       Director                October 12, 1995
   ----------------------                            ----------------
   N. Thomas Suitt

</TABLE>

                                             Exhibit Index Appears on Page 5
                         Page 4 of 8 Pages <PAGE>
 

<PAGE>
                            INDEX TO EXHIBITS

<TABLE>
<CAPTION>
   Exhibit
   Number         Description                                   Page

     <S><C>                                                     <C>
     4  Instruments  defining  the  rights of security holders,
        including indentures.

           Not applicable.

     5  Opinion regarding legality.                             6


    15  Letter regarding unaudited interim financial information.

           Not applicable.

    23  Consent of experts and counsel.                         7-8


    24  Power of attorney.

           See Signature Page 4.


    27  Financial Data Schedule.

            Not applicable.

    28  Information  from  reports furnished to state insurance
        regulatory authorities.

           Not applicable.

    99  Additional exhibits.

           Not applicable.

</TABLE>


                            Page 5 of 8 Pages <PAGE>
 




<PAGE>
                                EXHIBIT 5
                        Opinion Regarding Legality




                                    October 12, 1995



   C.I.S. Technologies, Inc.
   Suite 1900
   6100 South Yale
   Tulsa, OK  74136

     Re:  Registration Statement on Form S-8

   Gentlemen:

   As  legal  counsel to C.I.S. Technologies, Inc. (the "Company"), we have 
   reviewed the Company's Registration Statement on Form S-8, to be filed with
   the Securities and Exchange Commission under the Securities Act of 1933,
   relating to 3,818,630 shares of the Company's common  stock, $0.01 par
   value (the "Shares"), to be issued pursuant to the Company's 1995 Stock
   Incentive Plan (the "Plan").

   In  this connection, we have examined and considered the original or copies,
   certified  or otherwise identified to our satisfaction, of the Company's
   certificate of incorporation, as amended, bylaws, resolutions of its board
   of directors, officer's certificates and such other documents and corporate
   records relating to the Company as we deemed appropriate for the purposes
   of rendering this opinion.

   Based upon the foregoing, it is our opinion that the Shares to be issued to
   participants in the Plan will, when sold and paid for pursuant to the 
   terms of the Plan, be legally issued, fully paid and non-assessable.
     
                                   Very truly yours,


                     /s/ Pray, Walker, Jackman, Williamson & Marlar
                       PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR




                                              Exhibit Index Appears on Page 5
                                  Page 6 of 8 Pages <PAGE>
 

<PAGE>

                                EXHIBIT 23

                    Consent of Experts and Counsel -- 

                    Consent of Independent Accountants






    We consent to the incorporation by reference in the registration 
   statement of CIS Technologies, Inc. on Form  S-8 (File No. _________)
   of our report dated February 7, 1995, on our audits of the consolidated
   financial statements and financial statement schedule of CIS Technologies,
   Inc. as of December 31, 1994 and 1993 and for each of the three years in
   the period ended December 31, 1994, which report is included in the 
   Annual Report on Form 10-K.



                              /s/ Coopers & Lybrand L.L.P.
                                COOPERS & LYBRAND L.L.P.




   Tulsa, Oklahoma
   October 12, 1995


                                              Exhibit Index Appears on Page 5
                                   Page 7 of 8 Pages <PAGE>
 

<PAGE>
                             Consent of Legal Counsel






                                    October 12, 1995





   C.I.S. Technologies, Inc.
   Suite 1900
   6100 South Yale
   Tulsa, OK  74136

     Re:  Registration Statement on Form S-8/1995 Stock
         Incentive Plan                               

   Gentlemen:

   We  hereby consent to the inclusion of our opinion as an exhibit to the
   captioned Registration Statement.

                                   Very truly yours,


                     /s/ Pray, Walker, Jackman, Williamson & Marlar
                       PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR








                                              Exhibit Index Appears on Page 5
                           Page 8 of 8 Pages <PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20427}]
{"company-data": {"conformed-name": "CIS TECHNOLOGIES INC", "cik": "0000806072", "assigned-sic": "7374", "irs-number": "731199382", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63367", "film-number": "95580198"}, "business-address": {"street1": "6100 S YALE STE 1900", "street2": "ONE WARREN PL", "city": "TULSA", "state": "OK", "zip": "74136", "phone": "9184962451"}, "mail-address": {"street1": "6100 SOUTH YALE", "street2": "SUITE 1900", "city": "TULSA", "state": "OK", "zip": "74136"}}
As filed with the Securities and Exchange Commission on October 12, 1995

                                                Registration No. 33  ___________
                                                                                

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                                        
                                 FORM S-8
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                        
                        C.I.S. TECHNOLOGIES, INC.
          (Exact name of registrant as specified in its charter)

         Delaware                                    73-1199382
      (State or other                             (I.R.S. Employer
      jurisdiction of                            Identification No.)
     Incorporation or
       organization)

                        C.I.S. Technologies, Inc.
                         1995 Stock Incentive Plan
                         (Full title of the Plan)
                                     
                                     
                             Philip D. Kurtz
            Chairman of the Board and Chief Executive Officer
                       6100 South Yale, Suite 1900
                           Tulsa, Oklahoma  74136
                              (918) 496-2451
         (Name, address, including zip code, and telephone number
                including area code of agent for service)

                                Copies To:
                            Thomas G. Noulles
                             Pray, Walker,
                          Jackman, Williamson
                                & Marlar
                            900 ONEOK Plaza
                            Tulsa, Oklahoma 
                                 74103
                         _______________________
CALCULATION OF REGISTRATION FEE

                                          Proposed  Proposed
                                          maximum   maximum
           Title of each         Amount   offering  aggregate    Amount
        class of securities      to be   price per  offering       of
         to be registered      registered share(1)  price(1)   registration   
                                                                   fee
Common Stock, $.01 per share 3,818,630  $4.00  $15,274,520.00  $5,267.11
                                  shares
(1) Estimated solely for purposes of computing the registration fee
       pursuant to Rule 457(c), upon the average of the high and low prices
       as reported on NASDAQ on October 9, 1995.
                     _______________________________

     The Registration Statement shall become effective upon filing
     in accordance with Rule 462 under the Securities Act of 1933.
                                       

                                             Exhibit Index Appears on Page 5
                        Page 1 of 8 Pages
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 of Form S-8 to be contained in
    the  Section  10(a) prospectus is omitted from the Registration
    Statement  in accordance with Rule 428 under the Securities Act
    of 1933 and the first Note to Part I.

                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.     Incorporation of Certain Documents by Reference.

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

    (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal
   year  ended  December  31,  1994,  as filed with the Securities and
   Exchange Commission on April 14, 1995.

    (2) The  Registrant's  Quarterly  Reports  on  Form  10-Q for the
   periods  ending March 31, 1995 and June 30, 1995, as filed with the
   Securities  and  Exchange Commission on May 10, 1995 and August 14,
   1995,  respectively,  and  the amendment to the March 31, 1995 Form
   10-Q as filed on Form 10-Q/A on May 16, 1995.

    (3) The  Registrant's  Current  Reports on Form 8-K as filed with
   the Securities and Exchange Commission on May 19, 1995 and June 15,
   1995, and Form 8-K/A filed on August 14, 1995.

    (4) The  Registrant's  Form 10-C as filed with the Securities and
   Exchange Commission on August 19, 1995.

    (5) The description of the Registrant's Common Stock contained in
   Registrant's  Registration  Statement on Form 10, as filed with the
   Securities  and  Exchange  Commission on March 5, 1987, pursuant to
   Section  12(g)  of  the  1934  Act, including any amendment to such
   registration  statement  or report filed under the 1934 Act for the
   purpose of updating such description.

    In  addition,  all  documents  subsequently  filed  by Registrant
   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  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.  

    The  Bylaws  of  the Registrant provide that the Registrant shall
   indemnify   its  officers  and  directors  to  the  fullest  extent
   permitted  by  applicable law.  Section 145 of the Delaware General
   Corporation  Law  (the  "DGCL")  provides,  in  general,  that each
   director  and  officer  of a corporation may be indemnified against
   expenses  (including  attorneys' fees, judgments, fines and amounts
   paid  in settlement) actually and reasonably incurred in connection
   with  the  defense  or  settlement  of  any  threatened, pending or
   completed  legal  proceedings  in  which  he  or she is involved by
   reason  of the fact that he or she is or was a director or officer,
   if  he  or  she  acted in good faith and in a manner that he or she
   reasonably believed to be in, or not opposed to, the best interests
   of  the  corporation,  and,  with respect to any criminal action or
   proceeding,  if  he  or she had no reasonable cause to believe that
   his  conduct was unlawful.  If the legal proceeding, however, is by
   or in the right of the corporation, the director or officer may not
   be indemnified in respect of any claim, issue or matter as to which
   he  or she shall have been adjudged to be liable to the corporation
   except  to  the extent the court in which such legal proceeding was
   brought determines such person is fairly and reasonably entitled to
   indemnity.

                                          Exhibit Index Appears on Page 5
                        Page 2 of 8 Pages
As   permitted  by  Section  102  of  DGCL,  the  Certificate  of
   Incorporation  of  the  Registrant provides that no director of the
   Registrant  shall  be  personally  liable to the corporation or its
   stockholders  for monetary damages for breach of his fiduciary duty
   as  a  director,  provided,  however, that such provision shall not
   apply  to  any  liability  of  a  director  (1) for any breach of a
   director's  duty  of loyalty to the Registrant or its stockholders,
   (2)  for  acts  or  omissions that are not in good faith or involve
   intentional misconduct or a knowing violation of the law, (3) under
   Section  174 of the DGCL, or (4) for any transaction from which the
   director derived an improper personal benefit.

   Item 7. Exemption from Registration Claimed.

    Not applicable.

   Item 8. Exhibits.

    See Index to Exhibits at page 5 hereof.

   Item 9. Undertakings.

    (a) The undersigned Registrant hereby undertakes:

     (1)  To  file,  during  any  period in which offers or sales are
    being  made,  a  post-effective  amendment  to  this Registration
    Statement:

      (i) To  include  any prospectus required by Section 10(a)(3) of
     the Securities Act of 1933;

      (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 the Registration Statement;

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

    provided,  however,  that  paragraphs (a)(1)(i) and (a)(1)(ii) do
    not apply if the Registration Statement is on Form S-3 or Form S-8,
    and  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
    1 5 ( d)  of  the  Securities  Exchange  Act  of  1934  that  are
    incorporated by reference in the Registration Statement.

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

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

    (b) The  undersigned  Registrant  hereby further undertakes that,
   for  purposes of determining any liability under the Securities Act
   of  1933, each filing of the Registrant's annual report pursuant to
   Section  13(a)  or  Section 15(d) of the Securities Exchange Act of
   1934   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 of 1933 may be permitted to directors, officers and
   controlling  persons  of  the  Registrant pursuant to the foregoing
   provisions,  or  otherwise, the Registrant has been advised that in
   the   opinion  of  the  Securities  and  Exchange  Commission  such
   indemnification  is  against  public policy as expressed in the Act
   and  is,  therefore,  unenforceable.  In the event that a claim for
   indemnification against such liabilities (other than the payment by
   the  Registrant of expenses incurred or paid by a director, officer
   or  controlling  person of the Registrant in the successful defense
   of  any  action,  suit or proceeding) is asserted by such director,
   officer  or  controlling  person  in connection with the securities
   being registered, the Registrant will, unless in the opinion of its
   counsel  the  matter  has  been  settled  by controlling precedent,
   submit  to a court of appropriate jurisdiction the question whether
   such indemnification by it is against public policy as expressed in
   the  Act  and  will  be  governed by the final adjudication of such
   issue.

                                            Exhibit Index Appears on Page 5
                            Page 3 of 8 Pages
SIGNATURES

    Pursuant  to  the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that
   it  meets  all  of the requirements for filing on Form S-8, and has
   duly  caused this Registration Statement to be signed on its behalf
   by  the  undersigned,  thereunto  duly  authorized,  in the City of
   Tulsa, State of Oklahoma, on October 12, 1995.

                                  C.I.S. TECHNOLOGIES, INC.

                                  By   /s/ Philip D. Kurtz          
                                       ----------------------------
                                       Philip D. Kurtz
                                       Chairman of the Board
                                       and Chief Executive Officer

   By: /s/ Rebecca L. Speight     By   /s/ James L. Hersma          
       --------------------------      -----------------------------
       Rebecca L. Speight              James L. Hersma
       Principal Accounting Officer    President and Chief Operating
                                       Officer

                            POWER OF ATTORNEY
    KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature
   appears below constitutes and appoints Philip D. Kurtz and James L.
   Hersma, and each of them, his true and lawful attorneys-in-fact and
   agents,  each  with  full 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, and to file
   the  same,  with exhibits thereto and other documents in connection
   therewith,  with  the  Securities  and Exchange Commission granting
   unto  said  attorneys-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, as fully to all intents and
   purposes  as  he  might or could do in person, hereby ratifying and
   confirming  all  that  said  attorneys-in-fact  and  agents, or his
   substitute  or  substitutes,  may  do or cause to be done by virtue
   hereof.

    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:
Signatures                     Title                    Date
/s/ Philip D. Kurtz       Chairman of the Board   October 12, 1995
   ----------------------     and Chief Executive    ----------------
                              Officer and Director

   /s/ James L. Hersma       President and Chief     October 12, 1995
   ----------------------     Operating Officer      ----------------
                              and Director

   /s/ John D. Platt         Director                October 12, 1995
   ----------------------                            ----------------
   John D. Platt

   /s/ Dennis D. Pointer     Director                October 12, 1995
   ----------------------                            ----------------
   Dennis D. Pointer

   /s/ Robert J. Simmons     Director                October 12, 1995
   ----------------------                            ----------------
   Robert J. Simmons

   /s/ N. Thomas Suitt       Director                October 12, 1995
   ----------------------                            ----------------
   N. Thomas Suitt
Exhibit Index Appears on Page 5
                         Page 4 of 8 Pages
INDEX TO EXHIBITS
Exhibit
   Number         Description                                   Page
4  Instruments  defining  the  rights of security holders,
        including indentures.

           Not applicable.

     5  Opinion regarding legality.                             6

    15  Letter regarding unaudited interim financial information.

           Not applicable.

    23  Consent of experts and counsel.                         7-8

    24  Power of attorney.

           See Signature Page 4.

    27  Financial Data Schedule.

            Not applicable.

    28  Information  from  reports furnished to state insurance
        regulatory authorities.

           Not applicable.

    99  Additional exhibits.

           Not applicable.
Page 5 of 8 Pages
EXHIBIT 5
                        Opinion Regarding Legality

                                    October 12, 1995

   C.I.S. Technologies, Inc.
   Suite 1900
   6100 South Yale
   Tulsa, OK  74136

     Re:  Registration Statement on Form S-8

   Gentlemen:

   As  legal  counsel to C.I.S. Technologies, Inc. (the "Company"), we have 
   reviewed the Company's Registration Statement on Form S-8, to be filed with
   the Securities and Exchange Commission under the Securities Act of 1933,
   relating to 3,818,630 shares of the Company's common  stock, $0.01 par
   value (the "Shares"), to be issued pursuant to the Company's 1995 Stock
   Incentive Plan (the "Plan").

   In  this connection, we have examined and considered the original or copies,
   certified  or otherwise identified to our satisfaction, of the Company's
   certificate of incorporation, as amended, bylaws, resolutions of its board
   of directors, officer's certificates and such other documents and corporate
   records relating to the Company as we deemed appropriate for the purposes
   of rendering this opinion.

   Based upon the foregoing, it is our opinion that the Shares to be issued to
   participants in the Plan will, when sold and paid for pursuant to the 
   terms of the Plan, be legally issued, fully paid and non-assessable.
     
                                   Very truly yours,

                     /s/ Pray, Walker, Jackman, Williamson & Marlar
                       PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR

                                              Exhibit Index Appears on Page 5
                                  Page 6 of 8 Pages
EXHIBIT 23

                    Consent of Experts and Counsel -- 

                    Consent of Independent Accountants

    We consent to the incorporation by reference in the registration 
   statement of CIS Technologies, Inc. on Form  S-8 (File No. _________)
   of our report dated February 7, 1995, on our audits of the consolidated
   financial statements and financial statement schedule of CIS Technologies,
   Inc. as of December 31, 1994 and 1993 and for each of the three years in
   the period ended December 31, 1994, which report is included in the 
   Annual Report on Form 10-K.

                              /s/ Coopers & Lybrand L.L.P.
                                COOPERS & LYBRAND L.L.P.

   Tulsa, Oklahoma
   October 12, 1995

                                              Exhibit Index Appears on Page 5
                                   Page 7 of 8 Pages
Consent of Legal Counsel

                                    October 12, 1995

   C.I.S. Technologies, Inc.
   Suite 1900
   6100 South Yale
   Tulsa, OK  74136

     Re:  Registration Statement on Form S-8/1995 Stock
         Incentive Plan                               

   Gentlemen:

   We  hereby consent to the inclusion of our opinion as an exhibit to the
   captioned Registration Statement.

                                   Very truly yours,

                     /s/ Pray, Walker, Jackman, Williamson & Marlar
                       PRAY, WALKER, JACKMAN, WILLIAMSON & MARLAR

                                              Exhibit Index Appears on Page 5
                           Page 8 of 8 Pages