<PAGE>

     As filed with the Securities and Exchange Commission on April 30, 1999

                                                  Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                                  TENERA, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                      94-3213541
     State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                      Identification No.)

           One Market Plaza
     Spear Street Tower, Suite 1850
       San Francisco, California                             94105-1018
(Address of Principal Executive Offices)                     (Zip Code)


                       1993 OUTSIDE DIRECTOR COMPENSATION
                      AND OPTION PLAN, AMENDED AND RESTATED
                               AS OF MARCH 1, 1998
                            (Full title of the plan)


                                 Robert C. McKay
                      Chief Executive Officer and President
                                  TENERA, Inc.
                         Spear Street Tower, Suite 1850
                                One Market Plaza
                         San Francisco, California 94105
                                 (415) 536-4744
            (Name, address and telephone number of agent for service)


                                    Copy to:
                             ELIZABETH A. KING, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 300
                         Santa Monica, California 90401



<PAGE>






                         CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>

                                                                                Proposed
              Title of               Amount               Proposed               Maximum
             Securities             of Shares              Maximum              Aggregate           Amount of
                to be                 to be            Offering Price           Offering          Registration
             Registered            Registered             per Share               Price                Fee


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

            Common Stock,
      par value $0.01 per share     300,000(1)             $1.22(2)             $366,000(2)           $107.97

</TABLE>


(1)      Represents shares of Common Stock ("Common Stock") of TENERA, Inc. (the
         "Company" or "Registrant") issuable upon exercise of options granted or
         to  be  granted   pursuant  to  the  Company's  1993  Outside  Director
         Compensation and Option Plan, Amended and Restated as of March 1, 1998.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the amount of the  registration  fee on the basis of the average of the
         high and low market  prices of a share of Common  Stock of the  Company
         on the American Stock Exchange on April 26, 1999.



                                      (i)

<PAGE>




PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The documents containing the information  specified in Items 1
and 2 of Part I of Form  S-8  will be sent  or  given  to plan  participants  as
specified in Rule 428(b)(1) and, in accordance with the  instructions to Part I,
are not filed with the Commission as part of this Registration Statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents and information  previously filed with
the Securities and Exchange Commission are hereby incorporated by reference:

                  Item 3(a)

                           The  Registrant's  Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1998.

                  Item 3(b)

                           Item 1 of the Registrant's  Registration Statement on
                           Form 8-A  (Registration  No.  1-09812) filed with the
                           Commission on June 6, 1995, pursuant to Section 12 of
                           the Securities Exchange Act of 1934.

                  All documents subsequently filed by the 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 part  hereof  from  the date of  filing  such
documents.

Item 4.  Description of Securities.

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  The  validity  of the  shares of the  Company's  Common  Stock
registered  hereunder  will be passed  upon for the  Company  by Bryan Cave LLP,
Santa Monica, California.

Item 6.  Indemnification of Directors and Officers.

                  Section 102(b)(7) of the Delaware General Corporation Law (the
"Delaware  Law")  permits  a  corporation  to  provide  in  its  certificate  of
incorporation  that directors of the corporation  shall not be personally liable
to the  corporation  or its  shareholders  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 shareholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) for payments of unlawful  dividends or unlawful
stock  repurchases or redemptions,  or (iv) for any  transaction  from which the
director  derived an improper  personal  benefit.  The Company's  Certificate of
Incorporation contains such a provision.



                                      -1-
<PAGE>

                  Section 145 of the Delaware Law  provides  that a  corporation
may indemnify  directors and officers as well as other employees and individuals
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement in  connection  with  specified  actions,  suits or  proceedings,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation - a "derivative action"), if they acted in
good faith and in a manner they  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 their conduct was unlawful. A
similar  standard is applicable in the case of derivative  actions,  except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action,  and the statute  requires
court approval before there can be any indemnification  where the person seeking
indemnification  has been found liable to the corporation.  Under Section 145, a
corporation  shall indemnify an agent of the  corporation for expenses  actually
and  reasonably  incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.

                  The  limitation  of liability  contained  in the  Registrant's
Certificate of Incorporation is consistent with Delaware Law Section  102(b)(7).
The Registrant in its Bylaws has provided for  indemnification  of its officers,
directors,  employees and other agents substantially identical to that permitted
under Section 145 of the Delaware Law.  Section 145 of the Delaware Law provides
that it is not  exclusive  of other  indemnification  that may be  granted  by a
corporation's  charter,  bylaws,  disinterested director vote, shareholder vote,
agreement  or  otherwise.  The Company has  purchased,  and intends to maintain,
insurance  protection for its directors and officers against certain liabilities
arising out of the  discharge  of their  duties.  In  addition,  the Company has
entered into  agreements  with certain of its directors  and executive  officers
providing for  indemnification  against  liabilities arising from claims against
them in their capacities as directors and executive officers of the Company.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

Exhibit
Number

    4.1       1993 Outside Director Compensation  and  Option Plan, Amended and
              Restated as of March 1, 1998
    5.1       Opinion of Bryan Cave LLP
   23.1       Consent of Ernst & Young LLP
   23.2       Consent of Bryan Cave LLP (included in Exhibit 5.1)
   24.1       Power of Attorney (see page 4 of this Registration Statement)

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:



                                      -2-
<PAGE>

                  (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  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  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) 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 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to 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 Securities Act
of  1933  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  Securities
Act of 1933 and will be governed by the final adjudication of such issue.



                                      -3-
<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 San Francisco, State of California, on April 29, 1999.

                                  TENERA, INC.


                                  By:  /s/ ROBERT C. MCKAY
                                     --------------------------------------
                                     Robert C. McKay,
                                     Chief Executive Officer and President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below hereby  constitutes  and appoints  Robert C. McKay and Jeffrey R.
Hazarian,  or either of them, his  attorneys-in-fact  and agents, each with full
power of substitution  for him and in his name,  place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing  requisite  and  necessary to be done in connection
with this  Registration  Statement,  as fully to all intents and  purposes as he
might or could do in person,  hereby ratifying and confirming all that either of
said  attorneys-in-fact  and  agents,  or his  substitute  or  substitutes,  may
lawfully 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 dates indicated.

        Signature                     Title                           Date

                             Director, Chief Executive
                               Officer and President
/s/ ROBERT C. McKAY         (Principal Executive Officer)        April 29, 1999
-------------------------
    Robert C. McKay
                                     Director,
                              Chief Financial Officer,
                              Executive Vice President,
                               and Corporate Secretary
/s/ JEFFREY R. HAZARIAN     (Principal Financial Officer)        April 29, 1999
-------------------------
    Jeffrey R. Hazarian


/s/ DELBERT F. BUNCH                 Director                    April 29, 1999
-------------------------
    Delbert F. Bunch


/s/ WILLIAM A. HASLER                Director                    April 29, 1999
-------------------------
    William A. Hasler


/s/ THOMAS S. LOO                    Director                    April 29, 1999
-------------------------
    Thomas S. Loo



                                      -4-
<PAGE>



        Signature                     Title                           Date



/s/ ANDREA W. O'RIORDAN              Director                    April 29, 1999
-------------------------
    Andrea W. O'Riordan


/s/ GEORGE L. TURIN                  Director                    April 29, 1999
-------------------------
    George L. Turin

                                Controller & Treasurer  
/s/ JAMES A. ROBISON, JR.   (Principal Accounting Officer)       April 29, 1999
 ------------------------
    James A. Robison, Jr.



                                      -5-
<PAGE>



                                INDEX TO EXHIBITS


                                                                    Sequentially
 Exhibit                                                              Numbered
  Number                     Exhibit                                    Page 

    4.1  1993 Outside Director Compensation and Option Plan,
         Amended and Restated as of March 1, 1998                        7

    5.1  Opinion of Bryan Cave LLP                                       13

   23.1  Consent of Ernst & Young LLP                                    15

   23.2  Consent of Bryan Cave LLP (included in Exhibit 5.1)

   24.1  Power of Attorney (see page 4 of this Registration Statement)



                                      -6-
[{"type": "S-8", "sequence": "1", "description": "AMENDED 1993 OUTSIDE DIRECTOR COMP. & OPTION PLAN", "secsgml_size_bytes": 17575}]
{"company-data": {"conformed-name": "TENERA INC", "cik": "0000804731", "assigned-sic": "8711", "irs-number": "943213541", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77413", "film-number": "99605914"}, "business-address": {"street1": "ONE MARKET, SPEAR TOWER", "street2": "SUITE 1850", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105-1018", "phone": "4155364744"}, "mail-address": {"street1": "ONE MARKET, SPEAR TOWER", "street2": "SUITE 1850", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105-1018"}, "former-company": {"former-conformed-name": "TENERA LP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on April 30, 1999

                                                  Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                  TENERA, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                      94-3213541
     State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                      Identification No.)

           One Market Plaza
     Spear Street Tower, Suite 1850
       San Francisco, California                             94105-1018
(Address of Principal Executive Offices)                     (Zip Code)

                       1993 OUTSIDE DIRECTOR COMPENSATION
                      AND OPTION PLAN, AMENDED AND RESTATED
                               AS OF MARCH 1, 1998
                            (Full title of the plan)

                                 Robert C. McKay
                      Chief Executive Officer and President
                                  TENERA, Inc.
                         Spear Street Tower, Suite 1850
                                One Market Plaza
                         San Francisco, California 94105
                                 (415) 536-4744
            (Name, address and telephone number of agent for service)

                                    Copy to:
                             ELIZABETH A. KING, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 300
                         Santa Monica, California 90401
CALCULATION OF REGISTRATION FEE
Proposed
              Title of               Amount               Proposed               Maximum
             Securities             of Shares              Maximum              Aggregate           Amount of
                to be                 to be            Offering Price           Offering          Registration
             Registered            Registered             per Share               Price                Fee
Common Stock,
      par value $0.01 per share     300,000(1)             $1.22(2)             $366,000(2)           $107.97
(1)      Represents shares of Common Stock ("Common Stock") of TENERA, Inc. (the
         "Company" or "Registrant") issuable upon exercise of options granted or
         to  be  granted   pursuant  to  the  Company's  1993  Outside  Director
         Compensation and Option Plan, Amended and Restated as of March 1, 1998.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the amount of the  registration  fee on the basis of the average of the
         high and low market  prices of a share of Common  Stock of the  Company
         on the American Stock Exchange on April 26, 1999.

                                      (i)
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The documents containing the information  specified in Items 1
and 2 of Part I of Form  S-8  will be sent  or  given  to plan  participants  as
specified in Rule 428(b)(1) and, in accordance with the  instructions to Part I,
are not filed with the Commission as part of this Registration Statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents and information  previously filed with
the Securities and Exchange Commission are hereby incorporated by reference:

                  Item 3(a)

                           The  Registrant's  Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1998.

                  Item 3(b)

                           Item 1 of the Registrant's  Registration Statement on
                           Form 8-A  (Registration  No.  1-09812) filed with the
                           Commission on June 6, 1995, pursuant to Section 12 of
                           the Securities Exchange Act of 1934.

                  All documents subsequently filed by the 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 part  hereof  from  the date of  filing  such
documents.

Item 4.  Description of Securities.

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  The  validity  of the  shares of the  Company's  Common  Stock
registered  hereunder  will be passed  upon for the  Company  by Bryan Cave LLP,
Santa Monica, California.

Item 6.  Indemnification of Directors and Officers.

                  Section 102(b)(7) of the Delaware General Corporation Law (the
"Delaware  Law")  permits  a  corporation  to  provide  in  its  certificate  of
incorporation  that directors of the corporation  shall not be personally liable
to the  corporation  or its  shareholders  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 shareholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) for payments of unlawful  dividends or unlawful
stock  repurchases or redemptions,  or (iv) for any  transaction  from which the
director  derived an improper  personal  benefit.  The Company's  Certificate of
Incorporation contains such a provision.

                                      -1-
Section 145 of the Delaware Law  provides  that a  corporation
may indemnify  directors and officers as well as other employees and individuals
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement in  connection  with  specified  actions,  suits or  proceedings,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation - a "derivative action"), if they acted in
good faith and in a manner they  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 their conduct was unlawful. A
similar  standard is applicable in the case of derivative  actions,  except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action,  and the statute  requires
court approval before there can be any indemnification  where the person seeking
indemnification  has been found liable to the corporation.  Under Section 145, a
corporation  shall indemnify an agent of the  corporation for expenses  actually
and  reasonably  incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.

                  The  limitation  of liability  contained  in the  Registrant's
Certificate of Incorporation is consistent with Delaware Law Section  102(b)(7).
The Registrant in its Bylaws has provided for  indemnification  of its officers,
directors,  employees and other agents substantially identical to that permitted
under Section 145 of the Delaware Law.  Section 145 of the Delaware Law provides
that it is not  exclusive  of other  indemnification  that may be  granted  by a
corporation's  charter,  bylaws,  disinterested director vote, shareholder vote,
agreement  or  otherwise.  The Company has  purchased,  and intends to maintain,
insurance  protection for its directors and officers against certain liabilities
arising out of the  discharge  of their  duties.  In  addition,  the Company has
entered into  agreements  with certain of its directors  and executive  officers
providing for  indemnification  against  liabilities arising from claims against
them in their capacities as directors and executive officers of the Company.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

Exhibit
Number

    4.1       1993 Outside Director Compensation  and  Option Plan, Amended and
              Restated as of March 1, 1998
    5.1       Opinion of Bryan Cave LLP
   23.1       Consent of Ernst & Young LLP
   23.2       Consent of Bryan Cave LLP (included in Exhibit 5.1)
   24.1       Power of Attorney (see page 4 of this Registration Statement)

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:

                                      -2-
(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  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  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) 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 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to 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 Securities Act
of  1933  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  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      -3-
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 San Francisco, State of California, on April 29, 1999.

                                  TENERA, INC.

                                  By:  /s/ ROBERT C. MCKAY
                                     --------------------------------------
                                     Robert C. McKay,
                                     Chief Executive Officer and President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below hereby  constitutes  and appoints  Robert C. McKay and Jeffrey R.
Hazarian,  or either of them, his  attorneys-in-fact  and agents, each with full
power of substitution  for him and in his name,  place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing  requisite  and  necessary to be done in connection
with this  Registration  Statement,  as fully to all intents and  purposes as he
might or could do in person,  hereby ratifying and confirming all that either of
said  attorneys-in-fact  and  agents,  or his  substitute  or  substitutes,  may
lawfully 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 dates indicated.

        Signature                     Title                           Date

                             Director, Chief Executive
                               Officer and President
/s/ ROBERT C. McKAY         (Principal Executive Officer)        April 29, 1999
-------------------------
    Robert C. McKay
                                     Director,
                              Chief Financial Officer,
                              Executive Vice President,
                               and Corporate Secretary
/s/ JEFFREY R. HAZARIAN     (Principal Financial Officer)        April 29, 1999
-------------------------
    Jeffrey R. Hazarian

/s/ DELBERT F. BUNCH                 Director                    April 29, 1999
-------------------------
    Delbert F. Bunch

/s/ WILLIAM A. HASLER                Director                    April 29, 1999
-------------------------
    William A. Hasler

/s/ THOMAS S. LOO                    Director                    April 29, 1999
-------------------------
    Thomas S. Loo

                                      -4-
Signature                     Title                           Date

/s/ ANDREA W. O'RIORDAN              Director                    April 29, 1999
-------------------------
    Andrea W. O'Riordan

/s/ GEORGE L. TURIN                  Director                    April 29, 1999
-------------------------
    George L. Turin

                                Controller & Treasurer  
/s/ JAMES A. ROBISON, JR.   (Principal Accounting Officer)       April 29, 1999
 ------------------------
    James A. Robison, Jr.

                                      -5-
INDEX TO EXHIBITS

                                                                    Sequentially
 Exhibit                                                              Numbered
  Number                     Exhibit                                    Page 

    4.1  1993 Outside Director Compensation and Option Plan,
         Amended and Restated as of March 1, 1998                        7

    5.1  Opinion of Bryan Cave LLP                                       13

   23.1  Consent of Ernst & Young LLP                                    15

   23.2  Consent of Bryan Cave LLP (included in Exhibit 5.1)

   24.1  Power of Attorney (see page 4 of this Registration Statement)

                                      -6-