As filed with the Securities and Exchange Commission on August 4, 1995
                                                        Registration No. 33-

                             SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C.  20549

                                          FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     ___________________


                                       COMPUTRAC, INC.

                   (Exact name of registrant as specified in its charter)

                Texas                                             75-1540265
       (State or other jurisdiction of                         (IRS Employer
       incorporation or organization)                   Identification Number)

                                     222 Municipal Drive
                                  Richardson, Texas  75080

                          (Address of Principal Executive Offices)


                      CompuTrac, Inc. 1991 Employee Stock Purchase Plan


                                  (Full title of the Plan)
                                     ___________________

                                         Cheri White
                                   Vice President-Finance
                                       CompuTrac, Inc.
                                     222 Municipal Drive
                                  Richardson, Texas  75080
                     ___________________________________________________
                           (Name and address of agent for service)

                                       (214) 234-4241
                     ___________________________________________________
                (Telephone number, including area code, of agent for service)

                                          Copy to:
                                    Brian J. Walsh, Esq.
                                Greenberg, Traurig, Hoffman,
                                Lipoff, Rosen & Quentel, P.A.
                                    1221 Brickell Avenue
                                    Miami, Florida  33131
                                       (305) 579-0664

                                     ___________________


<TABLE>


                               CALCULATION OF REGISTRATION FEE

<CAPTION>

         Title of securities   Amount to be     Proposed      Proposed     Amount of
           to be registered     registered      maximum       maximum    registratio
                                                offering     aggregate       n fee
                                                 price        offering
                                               per share      price(1)
                                                  (1)
<S>     <C>                    <C>             <C>            <C>        <C>                   
        Common Stock,
          $.01 par value ....     500,000        $1.22        $610,000       $210
                                  shares

</TABLE>

[FN]
    (1)   Estimated solely for  the purpose of  calculating the  registration
       fee and computed in accordance with Rule 457(h) of the Securities  Act
       of 1933, as amended, on the basis of  the average of the high and  low
       sale price of the  Common Stock on  July 28, 1995  as reported by  the
       American Stock Exchange, Inc.


<PAGE>
           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


       Item 3.   Incorporation of Documents by Reference.

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

                 The Registrant  hereby incorporates  by  reference into  this
       Registration Statement the  following documents or  portions thereof  as
       indicated:

              the  Registrant's   Registration   Statement   on  Form   S-8(a)
       (Registration No. 33-40734), filed with the Commission on May 20,  1991;
       (2)

              the Registrant's Annual  Report on Form  10-K for  the fiscal(b)
       year ended January 31, 1995;

            (c)  all other reports filed by the Registrant pursuant to Section
       13(a) or 15(d) of the Exchange Act since January 31, 1995; and

             the description of the  Registrant's Common Stock filed  as a (d)
       part of the Registrant's Registration Statement, as amended, on Form  8-
       A.

                 In  addition,  all   documents  subsequently  filed   by  the
       Registrant pursuant  to  Sections 13(a),  13(c),  14 and  15(d)  of  the
       Exchange Act, prior to  the filing of  a post-effective amendment  which
       indicates that all  securities offered hereby  have been  sold or  which
       deregisters all securities then remaining unsold, shall be deemed to  be
       incorporated herein by reference and to  be a part hereof from the  date
       of filing of such documents.
[FN]
    (2)  The Registration Statement on Form S-8 (Registration No. 33-40734)
         (the ``Original S-8'') registered 500,000 shares  of the Registrant's
         Common Stock for issuance pursuant to  the Registrant's 1991 Employee
         Stock Purchase Plan (the  ``Plan'').  On July  28, 1995, the Board of
         Directors of the  Company approved  an amendment  to the  Plan, which
         increased by  500,000 the  number of  shares  available for  purchase
         under the Plan.   This Registration  Statement on Form  S-8 registers
         these additional 500,000 shares.

<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  Richardson,
       State of Texas on August 4, 1995.

                                            COMPUTRAC, INC.


                                            By:  /s/ Harry W. Margolis
                                               Harry W. Margolis
                                               Chairman of the Board of
                                               Directors and Chief 
                                               Executive Officer


                                 POWER OF ATTORNEY

              KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  each  person  whose
       signature appears  below  hereby  constitutes and  appoints  Harry  W.
       Margolis and Cheri  L. White  his true  and lawful  attorneys-in-fact,
       each  acting   alone,   with   full   powers   of   substitution   and
       resubstitution, for him and in his  name, place and stead, in any  and
       all capacities, to  sign any or  all amendments,  including any  post-
       effective amendments, to this Registration Statement, and to file the
       same, with  exhibits  thereto, and  other  documents to  be  filed  in
       connection therewith,  with the  Securities and  Exchange  Commission,
       hereby ratifying  and confirming  all that  said attorneys-in-fact  or
       their substitutes, each acting alone, 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 below  by the  following
       persons in the capacities and on the dates indicated.

                       Signature          Title              Date            


       /s/ Harry W. Margolis    Chief Executive Officer    August 4, 1995
       Harry W. Margolis         Chairman of the Board
                                    of Directors and
                             (principal executive officer)


       /s/Cheri White           Vice President - Finance   August 4, 1995
       Cheri White             and Chief Financial Officer
                              (principal financial and
                               accounting officer)


       /s/Dana E. Margolis      Secretary, Treasurer and   August 4, 1995
       Dana E. Margolis                 Director


       /s/Cesar L. Alvarez              Director           August 4, 1995
       Cesar L. Alvarez


       /s/Kenneth R. Nicholas           Director           August 4, 1995
       Kenneth R. Nicholas


       /s/Gerald D. Harris              Director           August 4, 1995
       Gerald D. Harris

<PAGE>
                                 EXHIBIT INDEX



         Exhibit                                              Sequential
         Number                   Description                  Page No.


                      Opinion  of   Greenberg,   Traurig,
           5.1        Hoffman, Lipoff,  Rosen &  Quentel,            __
                      P.A. ..............................    

          23.1        Consent of Price Waterhouse LLP ...            __

          23.2        Consent  of   Greenberg,   Traurig,
                      Hoffman, Lipoff,  Rosen &  Quentel,
                      P.A.  (contained  in  its   opinion
                      filed as Exhibit 5.1 hereto)                   __
          
          24.1        Power of  Attorney is  included  in         
                      the  Signatures  section  of   this
                      Registration Statement                         __


<PAGE>

                                                             EXHIBIT 5.1

                                          August 3, 1995


       CompuTrac, Inc.
       222 Municipal Drive
       Richardson, TX  75080

            Re:  Registration Statement on Form S-8 for CompuTrac, 
            Inc.'s 1991 Employee Stock Purchase Plan

       Ladies and Gentlemen:

            On the date  hereof, CompuTrac,  Inc., a  Texas corporation  (the
       ``Company''),  sent  for  filing  with  the  Securities  and  Exchange
       Commission a Registration  Statement on  Form S-8 (the    Registration 
     "Statement''), under  the  Securities  Act of  1933,  as  amended  (the
       ``Act" ).  The Registration Statement relates to the offering and sale
       by the Company of up to 500,000 shares of the Company's Common  Stock,
       par value  $.01 per  share  (the  ``Common Stock  ), pursuant  to  the ''
       Company's  1991  Employee  Stock   Purchase  Plan,  as  amended   (the
       ``Plan'').  We have acted as counsel to the Company in connection with
       the preparation and filing of the Registration Statement.

            In connection therewith,  we have  examined a nd relied  upon the
       original or a copy, certified to our satisfaction, of (i) the Articles
       of Incorporation and Bylaws of the Company; (ii) records of  corporate
       proceedings of the Company authorizing  the Plan and related  matters;
       (iii) the Registration Statement and  exhibits thereto; and (iv)  such
       other documents and instruments  as we have  deemed necessary for  the
       expression of the opinions herein contained.  In making the  foregoing
       examinations, we have  assumed the genuineness  of all signatures  and
       the authenticity of all  documents submitted to  us as originals,  and
       the conformity to original documents of all documents submitted to  us
       as certified or photostatic copies.   As to various questions of  fact
       material to  the  opinion, we  have  relied,  to the  extent  we  deem
       reasonably  appropriate,  upon  representations  or  certificates   of
       officers or directors of the Company  and upon documents, records  and
       instruments furnished  to us  by  the Company,  without  independently
       checking or  verifying the  accuracy of  such documents,  records  and
       instruments.
<PAGE>
            Based upon the foregoing examination, we are of the opinion  that
       the Company presently  has available at  least 500,000 authorized  but
       unissued and/or treasury shares of Common Stock from which the 500,000
       shares of Common Stock proposed to be sold pursuant to the Plan may be
       issued.  In addition, assuming that the Company maintains an  adequate
       number of authorized  but unissued  and/or treasury  shares of  Common
       Stock available  for issuance  pursuant to  purchases made  under  the
       Plan, and that the consideration for  the underlying shares of  Common
       Stock issued pursuant to the Plan is actually received by the  Company
       as provided in  the Plan, we  are of the  opinion that  the shares  of
       Common Stock issued  pursuant to  the Plan  will be  duly and  validly
       issued, fully paid and nonassessable.

            We hereby consent to the filing of this opinion as an exhibit  to
       the Registration Statement.  In giving  such consent, we do not  admit
       that we come within the category of persons whose consent is  required
       by Section 7 of the Act or the rules and regulations of the Commission
       thereunder.

                                          Sincerely,



                                          GREENBERG, TRAURIG, HOFFMAN,
                                          LIPOFF, ROSEN & QUENTEL, P.A.

<PAGE>


                                                            EXHIBIT 23.1



                       CONSENT OF INDEPENDENT ACCOUNTANTS



            We hereby  consent  to the  incorporation  by reference  in  this
       Registration Statement on Form S-8 of  our report dated April 7,  1995
       appearing on page 24 of CompuTrac,  Inc.'s Annual Report on Form  10-K
       for the  year  ended  January  31,  1995.   We  also  consent  to  the
       incorporation by reference  of our report  on the Financial  Statement
       Schedule, which appears on page 30 of such Annual Report on Form 10-K.
            We also  consent  to  the  incorporation  by  reference  in  this
       Registration Statement of our report appearing on page 4 of the Annual
       Report of the CompuTrac, Inc. Employee Stock Purchase Plan on Form 11-
       K for the year ended December 31, 1994.




       PRICE WATERHOUSE LLP
       Dallas, Texas
       August 2, 1995<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14490}]
{"company-data": {"conformed-name": "COMPUTRAC INC", "cik": "0000720507", "assigned-sic": "7373", "irs-number": "751540265", "state-of-incorporation": "TX", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61577", "film-number": "95559091"}, "business-address": {"street1": "222 MUNICIPAL DR", "city": "RICHARDSON", "state": "TX", "zip": "75080", "phone": "2142344241"}, "mail-address": {"street1": "222 MUNICIPAL DRIVE", "city": "RICHARDSON", "state": "TX", "zip": "75080"}}
As filed with the Securities and Exchange Commission on August 4, 1995
                                                        Registration No. 33-

                             SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C.  20549

                                          FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     ___________________

                                       COMPUTRAC, INC.

                   (Exact name of registrant as specified in its charter)

                Texas                                             75-1540265
       (State or other jurisdiction of                         (IRS Employer
       incorporation or organization)                   Identification Number)

                                     222 Municipal Drive
                                  Richardson, Texas  75080

                          (Address of Principal Executive Offices)

                      CompuTrac, Inc. 1991 Employee Stock Purchase Plan

                                  (Full title of the Plan)
                                     ___________________

                                         Cheri White
                                   Vice President-Finance
                                       CompuTrac, Inc.
                                     222 Municipal Drive
                                  Richardson, Texas  75080
                     ___________________________________________________
                           (Name and address of agent for service)

                                       (214) 234-4241
                     ___________________________________________________
                (Telephone number, including area code, of agent for service)

                                          Copy to:
                                    Brian J. Walsh, Esq.
                                Greenberg, Traurig, Hoffman,
                                Lipoff, Rosen & Quentel, P.A.
                                    1221 Brickell Avenue
                                    Miami, Florida  33131
                                       (305) 579-0664

                                     ___________________

                               CALCULATION OF REGISTRATION FEE
Title of securities   Amount to be     Proposed      Proposed     Amount of
           to be registered     registered      maximum       maximum    registratio
                                                offering     aggregate       n fee
                                                 price        offering
                                               per share      price(1)
                                                  (1)
Common Stock,
          $.01 par value ....     500,000        $1.22        $610,000       $210
                                  shares
[FN]
    (1)   Estimated solely for  the purpose of  calculating the  registration
       fee and computed in accordance with Rule 457(h) of the Securities  Act
       of 1933, as amended, on the basis of  the average of the high and  low
       sale price of the  Common Stock on  July 28, 1995  as reported by  the
       American Stock Exchange, Inc.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3.   Incorporation of Documents by Reference.

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

                 The Registrant  hereby incorporates  by  reference into  this
       Registration Statement the  following documents or  portions thereof  as
       indicated:

              the  Registrant's   Registration   Statement   on  Form   S-8(a)
       (Registration No. 33-40734), filed with the Commission on May 20,  1991;
       (2)

              the Registrant's Annual  Report on Form  10-K for  the fiscal(b)
       year ended January 31, 1995;

            (c)  all other reports filed by the Registrant pursuant to Section
       13(a) or 15(d) of the Exchange Act since January 31, 1995; and

             the description of the  Registrant's Common Stock filed  as a (d)
       part of the Registrant's Registration Statement, as amended, on Form  8-
       A.

                 In  addition,  all   documents  subsequently  filed   by  the
       Registrant pursuant  to  Sections 13(a),  13(c),  14 and  15(d)  of  the
       Exchange Act, prior to  the filing of  a post-effective amendment  which
       indicates that all  securities offered hereby  have been  sold or  which
       deregisters all securities then remaining unsold, shall be deemed to  be
       incorporated herein by reference and to  be a part hereof from the  date
       of filing of such documents.
[FN]
    (2)  The Registration Statement on Form S-8 (Registration No. 33-40734)
         (the ``Original S-8'') registered 500,000 shares  of the Registrant's
         Common Stock for issuance pursuant to  the Registrant's 1991 Employee
         Stock Purchase Plan (the  ``Plan'').  On July  28, 1995, the Board of
         Directors of the  Company approved  an amendment  to the  Plan, which
         increased by  500,000 the  number of  shares  available for  purchase
         under the Plan.   This Registration  Statement on Form  S-8 registers
         these additional 500,000 shares.
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  Richardson,
       State of Texas on August 4, 1995.

                                            COMPUTRAC, INC.

                                            By:  /s/ Harry W. Margolis
                                               Harry W. Margolis
                                               Chairman of the Board of
                                               Directors and Chief 
                                               Executive Officer

                                 POWER OF ATTORNEY

              KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  each  person  whose
       signature appears  below  hereby  constitutes and  appoints  Harry  W.
       Margolis and Cheri  L. White  his true  and lawful  attorneys-in-fact,
       each  acting   alone,   with   full   powers   of   substitution   and
       resubstitution, for him and in his  name, place and stead, in any  and
       all capacities, to  sign any or  all amendments,  including any  post-
       effective amendments, to this Registration Statement, and to file the
       same, with  exhibits  thereto, and  other  documents to  be  filed  in
       connection therewith,  with the  Securities and  Exchange  Commission,
       hereby ratifying  and confirming  all that  said attorneys-in-fact  or
       their substitutes, each acting alone, 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 below  by the  following
       persons in the capacities and on the dates indicated.

                       Signature          Title              Date            

       /s/ Harry W. Margolis    Chief Executive Officer    August 4, 1995
       Harry W. Margolis         Chairman of the Board
                                    of Directors and
                             (principal executive officer)

       /s/Cheri White           Vice President - Finance   August 4, 1995
       Cheri White             and Chief Financial Officer
                              (principal financial and
                               accounting officer)

       /s/Dana E. Margolis      Secretary, Treasurer and   August 4, 1995
       Dana E. Margolis                 Director

       /s/Cesar L. Alvarez              Director           August 4, 1995
       Cesar L. Alvarez

       /s/Kenneth R. Nicholas           Director           August 4, 1995
       Kenneth R. Nicholas

       /s/Gerald D. Harris              Director           August 4, 1995
       Gerald D. Harris
EXHIBIT INDEX

         Exhibit                                              Sequential
         Number                   Description                  Page No.

                      Opinion  of   Greenberg,   Traurig,
           5.1        Hoffman, Lipoff,  Rosen &  Quentel,            __
                      P.A. ..............................    

          23.1        Consent of Price Waterhouse LLP ...            __

          23.2        Consent  of   Greenberg,   Traurig,
                      Hoffman, Lipoff,  Rosen &  Quentel,
                      P.A.  (contained  in  its   opinion
                      filed as Exhibit 5.1 hereto)                   __
          
          24.1        Power of  Attorney is  included  in         
                      the  Signatures  section  of   this
                      Registration Statement                         __
EXHIBIT 5.1

                                          August 3, 1995

       CompuTrac, Inc.
       222 Municipal Drive
       Richardson, TX  75080

            Re:  Registration Statement on Form S-8 for CompuTrac, 
            Inc.'s 1991 Employee Stock Purchase Plan

       Ladies and Gentlemen:

            On the date  hereof, CompuTrac,  Inc., a  Texas corporation  (the
       ``Company''),  sent  for  filing  with  the  Securities  and  Exchange
       Commission a Registration  Statement on  Form S-8 (the    Registration 
     "Statement''), under  the  Securities  Act of  1933,  as  amended  (the
       ``Act" ).  The Registration Statement relates to the offering and sale
       by the Company of up to 500,000 shares of the Company's Common  Stock,
       par value  $.01 per  share  (the  ``Common Stock  ), pursuant  to  the ''
       Company's  1991  Employee  Stock   Purchase  Plan,  as  amended   (the
       ``Plan'').  We have acted as counsel to the Company in connection with
       the preparation and filing of the Registration Statement.

            In connection therewith,  we have  examined a nd relied  upon the
       original or a copy, certified to our satisfaction, of (i) the Articles
       of Incorporation and Bylaws of the Company; (ii) records of  corporate
       proceedings of the Company authorizing  the Plan and related  matters;
       (iii) the Registration Statement and  exhibits thereto; and (iv)  such
       other documents and instruments  as we have  deemed necessary for  the
       expression of the opinions herein contained.  In making the  foregoing
       examinations, we have  assumed the genuineness  of all signatures  and
       the authenticity of all  documents submitted to  us as originals,  and
       the conformity to original documents of all documents submitted to  us
       as certified or photostatic copies.   As to various questions of  fact
       material to  the  opinion, we  have  relied,  to the  extent  we  deem
       reasonably  appropriate,  upon  representations  or  certificates   of
       officers or directors of the Company  and upon documents, records  and
       instruments furnished  to us  by  the Company,  without  independently
       checking or  verifying the  accuracy of  such documents,  records  and
       instruments.
Based upon the foregoing examination, we are of the opinion  that
       the Company presently  has available at  least 500,000 authorized  but
       unissued and/or treasury shares of Common Stock from which the 500,000
       shares of Common Stock proposed to be sold pursuant to the Plan may be
       issued.  In addition, assuming that the Company maintains an  adequate
       number of authorized  but unissued  and/or treasury  shares of  Common
       Stock available  for issuance  pursuant to  purchases made  under  the
       Plan, and that the consideration for  the underlying shares of  Common
       Stock issued pursuant to the Plan is actually received by the  Company
       as provided in  the Plan, we  are of the  opinion that  the shares  of
       Common Stock issued  pursuant to  the Plan  will be  duly and  validly
       issued, fully paid and nonassessable.

            We hereby consent to the filing of this opinion as an exhibit  to
       the Registration Statement.  In giving  such consent, we do not  admit
       that we come within the category of persons whose consent is  required
       by Section 7 of the Act or the rules and regulations of the Commission
       thereunder.

                                          Sincerely,

                                          GREENBERG, TRAURIG, HOFFMAN,
                                          LIPOFF, ROSEN & QUENTEL, P.A.
EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

            We hereby  consent  to the  incorporation  by reference  in  this
       Registration Statement on Form S-8 of  our report dated April 7,  1995
       appearing on page 24 of CompuTrac,  Inc.'s Annual Report on Form  10-K
       for the  year  ended  January  31,  1995.   We  also  consent  to  the
       incorporation by reference  of our report  on the Financial  Statement
       Schedule, which appears on page 30 of such Annual Report on Form 10-K.
            We also  consent  to  the  incorporation  by  reference  in  this
       Registration Statement of our report appearing on page 4 of the Annual
       Report of the CompuTrac, Inc. Employee Stock Purchase Plan on Form 11-
       K for the year ended December 31, 1994.

       PRICE WATERHOUSE LLP
       Dallas, Texas
       August 2, 1995