<PAGE>
                                       1


                                                             Registration No.

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                             Teknowledge Corporation
                             -----------------------
             (Exact name of registrant as specified in its charter)

                Delaware                               94-2760916
      ---------------------------------   ------------------------------------
      (State or other jurisdiction        (I.R.S. employer identification no.)
      of incorporation or organization)

                              1810 Embarcadero Road
                               Palo Alto, CA 94303
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                             Teknowledge Corporation
                             1989 Stock Option Plan
                            ------------------------
                            (Full title of the plan)

                                Dennis A. Bugbee
                  Director of Finance, Treasurer and Secretary
                             Teknowledge Corporation
                              1810 Embarcadero Road
                               Palo Alto, CA 94303
                     ---------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  415/424-0500

This registration statement, including all exhibits and attachments, contains 11
pages.  The exhibit index may be found on page 8 of the  consecutively  numbered
pages of the registration statement.

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.


<PAGE>
                                       2


--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

                                  Proposed          Proposed
Title of                          maximum           maximum
securities      Amount            offering          aggregate     Amount of
to be           to be             price per         offering      registration
registered(1)   registered        share (2)         price         fee
--------------------------------------------------------------------------------


Common Stock    1,160,000         $0.27             $313,200.00   $108.00
Par Value $0.01












(1)  Includes options to acquire such Common Stock.
(2)  Estimated  pursuant  to Rule 457 solely for  purposes  of  calculating  the
registration fee. The price is based upon the average of the high and low prices
of the Common  Stock on January 16, 1996 as reported on the  National  Quotation
Bureau "pink sheets" over-the-counter market system.


<PAGE>
                                       3


                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference

            Teknowledge  Corporation  (the  "Company")  hereby  incorporates  by
reference in this registration statement the following documents:

            (a) The Company's latest annual report on Form 10-KSB filed pursuant
to Sections  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  containing audited financial statements for the Company's
latest fiscal year ended December 31, 1994 as filed with the Commission.

            (b) All other  reports  filed  pursuant to Section 13(a) or 15(d) of
the  Exchange  Act since the end of the fiscal  year  covered by the  registrant
document referred to in (a) above.

            (c) The  description of the Company's  Common Stock contained in the
Company's  Registration  Statement  filed under the Exchange Act,  including any
amendment or report filed for the purpose of updating such description.

            All documents subsequently filed by the Company pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this registration statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
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

            The class of securities to be offered is registered under Section 12
of the Exchange Act.

Item 5.     Interests of Named Experts and Counsel

            Inapplicable.

Item 6.     Indemnification of Directors and Officers

            Delaware  law  authorizes  corporations  to  eliminate  the personal
liability of  directors  to  corporations  and their  stockholders  for monetary

<PAGE>
                                       4


damages for breach or alleged breach of the directors' "duty of care." While the
relevant   statute  does  not  change   directors'  duty  of  care,  it  enables
corporations to limit available relief to equitable  remedies such as injunction
or rescission.  The statute has no effect on directors' duty of loyalty, acts or
omissions  not in good  faith or  involving  intentional  misconduct  or knowing
violations of law,  illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.

            The  Company  has  adopted   provisions   in  its   Certificate   of
Incorporation  which  eliminate  the personal  liability of its directors to the
Company and its  stockholders  for monetary damages for breach or alleged breach
of their duty of care. The Bylaws of the Company provide for  indemnification of
its directors,  officers,  employees and agents to the full extent  permitted by
the General  Corporation  Law of the State of Delaware,  the Company's  state of
incorporation,  including those  circumstances  in which  indemnification  would
otherwise  be  discretionary  under  Delaware  Law.  Section  145 of the General
Corporation Law of the State of Delaware provides for  indemnification  in terms
sufficiently broad to indemnify such individuals,  under certain  circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.

Item 7.     Exemption From Registration Claimed

            Inapplicable.

Item 8.     Exhibits

            See Exhibit Index.

Item 9.     Undertakings

            (a)     Rule 415 Offering

            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;

<PAGE>
                                       5


                    (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)(l)(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 15(d)
of the Exchange  Act 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)  Filing incorporating subsequent Exchange Act documents by
            reference

            The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  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.

       (h)  Request for acceleration of effective date or filing of
            registration statement on Form S-8

            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


<PAGE>
                                       6


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.


                                    SIGNATURE

       Pursuant to the  requirements  of the Securities Act of 1933, as amended,
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 Palo Alto, State of California,  on January 16,
1996.

                                       Teknowledge Corporation


                                       By:    /s/ Dennis A. Bugbee
                                              --------------------------------
                                              Dennis A. Bugbee, Director of
                                              Finance, Treasurer and Secretary


<PAGE>
                                       7


                                POWER OF ATTORNEY

      The officers and directors of  Teknowledge  Corporation  whose  signatures
appear below,  hereby constitute and appoint Frederick  Hayes-Roth and Dennis A.
Bugbee, and each of them, their true and lawful attorneys and agents,  with full
power of  substitution,  each with  power to act alone,  to sign and  execute on
behalf of the  undersigned  any  amendment or  amendments  to this  registration
statement  on Form S-8,  and each of the  undersigned  does  hereby  ratify  and
confirm all that each of said attorney and agent,  or their or his  substitutes,
shall do or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on January 16, 1996.


Signature                              Title
--------------------------------------------------------------------------------



/s/ Frederick Hayes-Roth
------------------------
Frederick Hayes-Roth                   Chairman of the Board of Directors and
                                       Chief Executive Officer (Principal
                                       Executive Officer)
/s/ Neil A. Jacobstein
----------------------
Neil A. Jacobstein                     President, Chief Operating Officer and
                                       Director

/s/ Dennis A. Bugbee
--------------------
Dennis A. Bugbee                       Director of Finance, Treasurer and
                                       Secretary (Principal Financial and
                                       Accounting Officer)
/s/ Robert T. Marsh
------------------------------
General Robert T. Marsh (Ret.)         Director


/s/ William G. Roth
-------------------
William G. Roth                        Director


/s/ James C. Workman
--------------------
James C. Workman                       Director



<PAGE>
                                       8


                                  EXHIBIT INDEX

                                                                 Sequentially
                                                                 Numbered Page


      4.1   Amended and Restated                                      --
            Certificate of
            Incorporation of the
            Company is incorporated
            by reference to Exhibit 3.1
            to the Company's
            Quarterly Report on
            Form 10-QSB filed with
            the Securities and
            Exchange Commission
            on June 30, 1994

      4.2   Amended and Restated                                      --
            Bylaws of the Company is
            incorporated by reference to
            Exhibit 3.2 to the Company's
            Quarterly Report on Form 10-QSB
            filed with the Securities and
            Exchange Commission for the
            quarter ended September 30, 1994

      5     Opinion re legality                                       9

      23.1  Consent of Counsel                                        --
            (included in Exhibit 5)

      23.2  Consent of Arthur                                         11
            Andersen LLP

      24    Power of Attorney                                         --
            (included in signature
            pages to this registration
            statement)


<PAGE>
                                       9



ATTORNEYS AT LAW
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825
TEL (415) 328-6561
FAX (415) 327-3699

                                                                       EXHIBIT 5


                                                                January 16, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

      Re:   Teknowledge Corporation
            Registration Statement on Form S-8 Registering Shares Issuable
            Under the 1989 Stock Option Plan

Ladies and Gentlemen:

            As legal counsel for Teknowledge Corporation, a Delaware corporation
(the  "Company"),   we  are  rendering  this  opinion  in  connection  with  the
registration  under the Securities  Act of 1933, as amended,  of up to 1,160,000
shares of the Common Stock,  $0.01 par value, of the Company which may be issued
pursuant to the exercise of options  granted under the  Teknowledge  Corporation
1989 Stock Option Plan (the "Plan").

            We have  examined all  instruments,  documents  and records which we
deemed  relevant  and  necessary  for  the  basis  of  our  opinion  hereinafter
expressed.  In  such  examination,  we  have  assumed  the  genuineness  of  all
signatures and the  authenticity  of all documents  submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.

            We are admitted to practice only in the State of  California  and we
express  no  opinion  concerning  any law  other  than  the law of the  State of
California, the corporation laws of the State of Delaware and the federal law of
the United States.

<PAGE>
                                       10


            As to matters of Delaware corporation law, we have based our opinion
solely upon our  examination  of such laws and the rules and  regulations of the
authorities  administering  such laws,  all as reported in standard,  unofficial
compilations.  We have not obtained  opinions of counsel licensed to practice in
jurisdictions other than the State of California.

            Based on such examination,  we are of the opinion that the 7,017,130
shares of Common  Stock  which may be issued upon  exercise  of options  granted
under the Plan are duly authorized  shares of the Company's  Common Stock,  and,
when issued against receipt of the consideration therefor in accordance with the
provisions of the Plan, will be validly issued, fully paid and non-assessable.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration  Statement  referred  to above and the use of our name  wherever it
appears in said Registration Statement.


                                       Respectfully submitted,


                                       /s/ Gray Cary Ware & Freidenrich
                                       --------------------------------
                                       GRAY CARY WARE & FREIDENRICH
                                       A Professional Corporation


<PAGE>
                                       11


                                  EXHIBIT 23.2

                         CONSENT OF ARTHUR ANDERSEN LLP

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of our report dated February 21, 1995,
included in  Teknowledge  Corporation's  Form 10-KSB for the year ended December
31,  1994,  and to all  references  to our Firm  included  in this  registration
statement.

                                       /s/ Arthur Andersen LLP
                                       -----------------------
                                       ARTHUR ANDERSEN LLP


San Jose, California
January 16, 1996
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19246}]
{"company-data": {"conformed-name": "TEKNOWLEDGE CORP", "cik": "0000716214", "assigned-sic": "7371", "irs-number": "942760916", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00261", "film-number": "96505144"}, "business-address": {"street1": "1810 EMBARCADERO RD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4154240500"}, "mail-address": {"street1": "1810 EMBARCADERO ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}, "former-company": [{"former-conformed-name": "CIMFLEX TEKNOWLEDGE CORP", "date-changed": "19920703"}, {"former-conformed-name": "TEKNOWLEDGE INC", "date-changed": "19890306"}]}
1

                                                             Registration No.

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                             Teknowledge Corporation
                             -----------------------
             (Exact name of registrant as specified in its charter)

                Delaware                               94-2760916
      ---------------------------------   ------------------------------------
      (State or other jurisdiction        (I.R.S. employer identification no.)
      of incorporation or organization)

                              1810 Embarcadero Road
                               Palo Alto, CA 94303
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                             Teknowledge Corporation
                             1989 Stock Option Plan
                            ------------------------
                            (Full title of the plan)

                                Dennis A. Bugbee
                  Director of Finance, Treasurer and Secretary
                             Teknowledge Corporation
                              1810 Embarcadero Road
                               Palo Alto, CA 94303
                     ---------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  415/424-0500

This registration statement, including all exhibits and attachments, contains 11
pages.  The exhibit index may be found on page 8 of the  consecutively  numbered
pages of the registration statement.

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
2

--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

                                  Proposed          Proposed
Title of                          maximum           maximum
securities      Amount            offering          aggregate     Amount of
to be           to be             price per         offering      registration
registered(1)   registered        share (2)         price         fee
--------------------------------------------------------------------------------

Common Stock    1,160,000         $0.27             $313,200.00   $108.00
Par Value $0.01

(1)  Includes options to acquire such Common Stock.
(2)  Estimated  pursuant  to Rule 457 solely for  purposes  of  calculating  the
registration fee. The price is based upon the average of the high and low prices
of the Common  Stock on January 16, 1996 as reported on the  National  Quotation
Bureau "pink sheets" over-the-counter market system.
3

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

            Teknowledge  Corporation  (the  "Company")  hereby  incorporates  by
reference in this registration statement the following documents:

            (a) The Company's latest annual report on Form 10-KSB filed pursuant
to Sections  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  containing audited financial statements for the Company's
latest fiscal year ended December 31, 1994 as filed with the Commission.

            (b) All other  reports  filed  pursuant to Section 13(a) or 15(d) of
the  Exchange  Act since the end of the fiscal  year  covered by the  registrant
document referred to in (a) above.

            (c) The  description of the Company's  Common Stock contained in the
Company's  Registration  Statement  filed under the Exchange Act,  including any
amendment or report filed for the purpose of updating such description.

            All documents subsequently filed by the Company pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this registration statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
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

            The class of securities to be offered is registered under Section 12
of the Exchange Act.

Item 5.     Interests of Named Experts and Counsel

            Inapplicable.

Item 6.     Indemnification of Directors and Officers

            Delaware  law  authorizes  corporations  to  eliminate  the personal
liability of  directors  to  corporations  and their  stockholders  for monetary
4

damages for breach or alleged breach of the directors' "duty of care." While the
relevant   statute  does  not  change   directors'  duty  of  care,  it  enables
corporations to limit available relief to equitable  remedies such as injunction
or rescission.  The statute has no effect on directors' duty of loyalty, acts or
omissions  not in good  faith or  involving  intentional  misconduct  or knowing
violations of law,  illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.

            The  Company  has  adopted   provisions   in  its   Certificate   of
Incorporation  which  eliminate  the personal  liability of its directors to the
Company and its  stockholders  for monetary damages for breach or alleged breach
of their duty of care. The Bylaws of the Company provide for  indemnification of
its directors,  officers,  employees and agents to the full extent  permitted by
the General  Corporation  Law of the State of Delaware,  the Company's  state of
incorporation,  including those  circumstances  in which  indemnification  would
otherwise  be  discretionary  under  Delaware  Law.  Section  145 of the General
Corporation Law of the State of Delaware provides for  indemnification  in terms
sufficiently broad to indemnify such individuals,  under certain  circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.

Item 7.     Exemption From Registration Claimed

            Inapplicable.

Item 8.     Exhibits

            See Exhibit Index.

Item 9.     Undertakings

            (a)     Rule 415 Offering

            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;
5

                    (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)(l)(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 15(d)
of the Exchange  Act 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)  Filing incorporating subsequent Exchange Act documents by
            reference

            The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  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.

       (h)  Request for acceleration of effective date or filing of
            registration statement on Form S-8

            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
6

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.

                                    SIGNATURE

       Pursuant to the  requirements  of the Securities Act of 1933, as amended,
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 Palo Alto, State of California,  on January 16,
1996.

                                       Teknowledge Corporation

                                       By:    /s/ Dennis A. Bugbee
                                              --------------------------------
                                              Dennis A. Bugbee, Director of
                                              Finance, Treasurer and Secretary
7

                                POWER OF ATTORNEY

      The officers and directors of  Teknowledge  Corporation  whose  signatures
appear below,  hereby constitute and appoint Frederick  Hayes-Roth and Dennis A.
Bugbee, and each of them, their true and lawful attorneys and agents,  with full
power of  substitution,  each with  power to act alone,  to sign and  execute on
behalf of the  undersigned  any  amendment or  amendments  to this  registration
statement  on Form S-8,  and each of the  undersigned  does  hereby  ratify  and
confirm all that each of said attorney and agent,  or their or his  substitutes,
shall do or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on January 16, 1996.

Signature                              Title
--------------------------------------------------------------------------------

/s/ Frederick Hayes-Roth
------------------------
Frederick Hayes-Roth                   Chairman of the Board of Directors and
                                       Chief Executive Officer (Principal
                                       Executive Officer)
/s/ Neil A. Jacobstein
----------------------
Neil A. Jacobstein                     President, Chief Operating Officer and
                                       Director

/s/ Dennis A. Bugbee
--------------------
Dennis A. Bugbee                       Director of Finance, Treasurer and
                                       Secretary (Principal Financial and
                                       Accounting Officer)
/s/ Robert T. Marsh
------------------------------
General Robert T. Marsh (Ret.)         Director

/s/ William G. Roth
-------------------
William G. Roth                        Director

/s/ James C. Workman
--------------------
James C. Workman                       Director
8

                                  EXHIBIT INDEX

                                                                 Sequentially
                                                                 Numbered Page

      4.1   Amended and Restated                                      --
            Certificate of
            Incorporation of the
            Company is incorporated
            by reference to Exhibit 3.1
            to the Company's
            Quarterly Report on
            Form 10-QSB filed with
            the Securities and
            Exchange Commission
            on June 30, 1994

      4.2   Amended and Restated                                      --
            Bylaws of the Company is
            incorporated by reference to
            Exhibit 3.2 to the Company's
            Quarterly Report on Form 10-QSB
            filed with the Securities and
            Exchange Commission for the
            quarter ended September 30, 1994

      5     Opinion re legality                                       9

      23.1  Consent of Counsel                                        --
            (included in Exhibit 5)

      23.2  Consent of Arthur                                         11
            Andersen LLP

      24    Power of Attorney                                         --
            (included in signature
            pages to this registration
            statement)
9

ATTORNEYS AT LAW
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825
TEL (415) 328-6561
FAX (415) 327-3699

                                                                       EXHIBIT 5

                                                                January 16, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

      Re:   Teknowledge Corporation
            Registration Statement on Form S-8 Registering Shares Issuable
            Under the 1989 Stock Option Plan

Ladies and Gentlemen:

            As legal counsel for Teknowledge Corporation, a Delaware corporation
(the  "Company"),   we  are  rendering  this  opinion  in  connection  with  the
registration  under the Securities  Act of 1933, as amended,  of up to 1,160,000
shares of the Common Stock,  $0.01 par value, of the Company which may be issued
pursuant to the exercise of options  granted under the  Teknowledge  Corporation
1989 Stock Option Plan (the "Plan").

            We have  examined all  instruments,  documents  and records which we
deemed  relevant  and  necessary  for  the  basis  of  our  opinion  hereinafter
expressed.  In  such  examination,  we  have  assumed  the  genuineness  of  all
signatures and the  authenticity  of all documents  submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.

            We are admitted to practice only in the State of  California  and we
express  no  opinion  concerning  any law  other  than  the law of the  State of
California, the corporation laws of the State of Delaware and the federal law of
the United States.
10

            As to matters of Delaware corporation law, we have based our opinion
solely upon our  examination  of such laws and the rules and  regulations of the
authorities  administering  such laws,  all as reported in standard,  unofficial
compilations.  We have not obtained  opinions of counsel licensed to practice in
jurisdictions other than the State of California.

            Based on such examination,  we are of the opinion that the 7,017,130
shares of Common  Stock  which may be issued upon  exercise  of options  granted
under the Plan are duly authorized  shares of the Company's  Common Stock,  and,
when issued against receipt of the consideration therefor in accordance with the
provisions of the Plan, will be validly issued, fully paid and non-assessable.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration  Statement  referred  to above and the use of our name  wherever it
appears in said Registration Statement.

                                       Respectfully submitted,

                                       /s/ Gray Cary Ware & Freidenrich
                                       --------------------------------
                                       GRAY CARY WARE & FREIDENRICH
                                       A Professional Corporation
11

                                  EXHIBIT 23.2

                         CONSENT OF ARTHUR ANDERSEN LLP

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of our report dated February 21, 1995,
included in  Teknowledge  Corporation's  Form 10-KSB for the year ended December
31,  1994,  and to all  references  to our Firm  included  in this  registration
statement.

                                       /s/ Arthur Andersen LLP
                                       -----------------------
                                       ARTHUR ANDERSEN LLP

San Jose, California
January 16, 1996