Filed with the Securities and Exchange Commission on August 22, 2000
                                                  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
                        1998 Stock Option Plan
                ---------------------------------------
                       (Full title of the plan)

                           Dennis A. Bugbee
     Chief Financial Officer, Vice President of Finance 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:  (650)424-0500.

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



                                       1
<PAGE>




                         CALCULATION OF REGISTRATION FEE
                                                      Proposed
                                        Proposed      maximum
     Title of                           maximum       aggregate
 Securities to be      Amount to be  offering price   offering
    registered (1)     registered (2) per share (3)    price (3)   Amount of
                                                                registration fee

1998 Stock Option Plan
Common Stock            600,000       $5.00         $3,000,000      $792.00
Par Value $0.01         150,000       $5.00         $  750,000      $198.00


TOTALS                  750,000                     $3,750,000      $990.00



1 The securities to be registered include options to acquire Common Stock.

2        Pursuant to Rule 416(a),  this  registration  statement also covers any
         additional  securities that may be offered or issued in connection with
         any stock split, stock dividend or similar transaction.

3        Estimated  pursuant to Rule 457 solely for purposes of calculating  the
         registration  fee. As to shares subject to outstanding  but unexercised
         options under the 1998 Stock Option Plan,  the price is computed on the
         basis of the  weighted  average  exercise  price.  As to the  remaining
         shares under the 1998 Stock  Option  Plan,  the price is based upon the
         average of the bid and asked  prices of the Common  Stock on August 16,
         2000, as reported on the Nasdaq Bulletin Board.



                                       2
<PAGE>



        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, 1999 as filed with
                     the  Securities  and Exchange  Commission on March 30, 2000
                     and as amended on May 1, 2000.

               (b)   Allother  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 on Form 8-A filed with
                     the Securities and Exchange  Commission  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  thisregistration
               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 Section 102(b)
               of the Delaware General  Corporation Law authorizes a corporation
               to provide in its Certificate of Incorporation that a director of
               the corporation shall not be personally liable to the corporation
               or its  stockholders  for monetary  damages for breach or alleged
               breach of the director's  "duty of care." While this statute does
               not change  directors'  duty of care, it enables  corporations to
               limit available  relief to equitable  remedies such as injunction
               or rescission.

                                       3
<PAGE>

               The  statute  has no effect on a  director's  duty of  loyalty or
               liability  for acts or  omissions  not in good faith or involving
               intentional  misconduct  or knowing  violations  of law,  illegal
               payment of dividends or stock redemptions or repurchases,  or for
               any  transaction  from which the  director  derives  an  improper
               personal  benefit.  As permitted by the statute,  the Company has
               adopted  provisions in its  Certificate  of  Incorporation  which
               eliminate to the fullest  extent  permissible  under Delaware law
               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.

               Section  145 of the  General  Corporation  Law  of the  State  of
               Delaware  provides for  indemnification  the  indemnification  of
               officers,  directors,  employees and agents of a corporation. The
               Bylaws  of  the  Company  provide  for   indemnification  of  its
               directors,  officers,  employees  and  agents to the full  extent
               permitted by under Delaware law, including those circumstances in
               which  indemnification  would  otherwise be  discretionary  under
               Delaware  law.The  Company's Bylaws also empower it to enter into
               indemnification agreements with its directors and officers and to
               purchase insurance on behalf of any person whom it is required or
               permitted to indemnify.  The Company has entered into  agreements
               with its  directors  and certain of its  executive  officers that
               require  the  Company to  indemnify  such  persons to the fullest
               extent permitted under Delaware law against expenses,  judgments,
               fines,  settlements  and other  amounts  actually and  reasonably
               incurred   (including   expenses  of  a  derivative   action)  in
               connection with any proceeding,  whether actual or threatened, to
               which any such  person  may be made a party by reason of the fact
               that such person is or was a director or an executive  officer of
               the   Company  or  any  of  its   affiliated   enterprises.   The
               indemnification agreements also set forth certain procedures that
               will   apply  in  the  event  of  a  claim  for   indemnification
               thereunder.

               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 of  1933,  as  amended  (the
               "Securities Act").

Item 7.        Exemption From  Registration  Claimed Inapplicable.

Item 8.        Exhibits See Exhibit  Index.


                                       4
<PAGE>


Item 9.        Undertakings  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;

               (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; and

               (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 (1)(i) and (l)(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  Exchange Act that are
                      incorporated by reference in the registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act, each such post-effectiveamendment 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.

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


                                       5
<PAGE>



              Insofar  as  indemnification  for  liabilities  arising  under the
              Securities  Act  may  be  permitted  to  directors,  officers  and
              controlling  persons of the  registrant  pursuant to the foregoing
              provisions,  or otherwise, the registrant has been advised that in
              the  opinion  of  the  Securities  and  Exchange  Commission  such
              indemnification  is  against  public  policy as  expressed  in the
              Securities Act and is, therefore, unenforceable. In the event that
              a claim for  indemnification  against such liabilities (other than
              the payment by the  registrant  of expenses  incurred or paid by a
              director,  officer or controlling  person of the registrant in the
              successful defense of any action,  suit or proceeding) is asserted
              by such director, officer or controlling person in connection with
              the securities being  registered,  the registrant 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 and will
              be governed by the final adjudication of such issue.


                                    SIGNATURE

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Palo Alto, State of California, on August 17, 2000.

                                        Teknowledge Corporation




                                        By: /s/ Dennis A. Bugbee
                                        ---------------------------
                                            Dennis A. Bugbee
                                            Chief  Financial  Officer,
                                            Vice President of Finance and
                                            Secretary



                                       6
<PAGE>


                        SIGNATURES AND POWER OF ATTORNEY


         The officers and directors of Teknowledge  Corporation whose signatures
appear  below,  hereby  constitute  and  appoint  Dennis A.  Bugbee  and Neil A.
Jacobstein,  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, as amended,  this registration  statement has been signed by
the following persons in the capacities and on the dates indicated.


Signature                               Title                        Date
-------------------------          -------------                 ----------

/s/ Neil A Jacobstein      Chairman of the Board, President and  August 17, 2000
-------------------------  Chief Executive Officer and Director
Neil A. Jacobstein


                            Chief Financial Officer,t
/s/ Dennis A. Bugbee       Vice President of Finance and
-------------------------  Secretary (Principal Financial        August 17, 2000
Dennis A. Bugbee           and Accounting Officer)


/s/ James C. Workman       Director                              August 18, 2000
-------------------------
James C. Workman

/s/ Dr. Larry E. Druffel   Director                              August __, 2000
-------------------------
Dr. Larry E. Druffel


/s/  Gen. Robert T. Marsh  Director                              August 18, 2000
-------------------------
Gen. Robert T. Marsh


/s/ Benedict O'Mahoney     Vice President of Administration and  August 17, 2000
-------------------------  Legal Affairs and Director
Benedict O'Mahoney



                                       7
<PAGE>


                                  EXHIBIT INDEX

4.1  Amended and  Restated  Certificate  of  Incorporation,  as amended,  of the
     Company is incorporated by reference to Exhibit 3.1 to the Company's Annual
     Report on Form  10-KSB for the fiscal  year ended  December  31, 1998 filed
     with the Securities and Exchange Commission

4.2  Amended and Restated Bylaws of the Company are incorporated by reference to
     Exhibit 3.2 to the  Company's  Annual  Report on Form 10-KSB for the fiscal
     year  ended  December  31,  1998  filed with the  Securities  and  Exchange
     Commission

5.1       Opinion re legality

23.1      Consent of Counsel (included in Exhibit 5)

23.2      Consent of Arthur Andersen LLP

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





                                       8
<PAGE>



                                                                     EXHIBIT 5.1
[LETTERHEAD OF GRAY CARY WARE FREIDENRICH LLP]
400 Hamilton Ave, Palo Alto, CA 94301-1825
Phone:    650-328-6561

August 18, 2000

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

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
         750,000  shares of the Common  Stock,  $0.01 par value,  of the Company
         which may be issued pursuant to the Teknowledge  Corporation 1998 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.  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  750,000
         shares of  Common  Stock  which  may be issued  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
         nonassessable.  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,


         GRAY CARY WARE & FREIDENRICH LLP


                                       9
<PAGE>



                                                                    EXHIBIT 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



         As   independent   public   accountants,   we  hereby  consent  to  the
         incorporation by reference in this registration statement of our report
         dated March 17, 2000 included in Teknowledge  Corporation's Form 10-KSB
         for the year ended  December 31, 1999 and to all references to our Firm
         included in this registration statement on Form S-8.


                                                         /s/ Arthur Andersen LLP


San Jose, California
August 15, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21510}]
{"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": "333-44334", "film-number": "708418"}, "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"}]}
Filed with the Securities and Exchange Commission on August 22, 2000
                                                  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
                        1998 Stock Option Plan
                ---------------------------------------
                       (Full title of the plan)

                           Dennis A. Bugbee
     Chief Financial Officer, Vice President of Finance 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:  (650)424-0500.

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

                                       1
CALCULATION OF REGISTRATION FEE
                                                      Proposed
                                        Proposed      maximum
     Title of                           maximum       aggregate
 Securities to be      Amount to be  offering price   offering
    registered (1)     registered (2) per share (3)    price (3)   Amount of
                                                                registration fee

1998 Stock Option Plan
Common Stock            600,000       $5.00         $3,000,000      $792.00
Par Value $0.01         150,000       $5.00         $  750,000      $198.00

TOTALS                  750,000                     $3,750,000      $990.00

1 The securities to be registered include options to acquire Common Stock.

2        Pursuant to Rule 416(a),  this  registration  statement also covers any
         additional  securities that may be offered or issued in connection with
         any stock split, stock dividend or similar transaction.

3        Estimated  pursuant to Rule 457 solely for purposes of calculating  the
         registration  fee. As to shares subject to outstanding  but unexercised
         options under the 1998 Stock Option Plan,  the price is computed on the
         basis of the  weighted  average  exercise  price.  As to the  remaining
         shares under the 1998 Stock  Option  Plan,  the price is based upon the
         average of the bid and asked  prices of the Common  Stock on August 16,
         2000, as reported on the Nasdaq Bulletin Board.

                                       2
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, 1999 as filed with
                     the  Securities  and Exchange  Commission on March 30, 2000
                     and as amended on May 1, 2000.

               (b)   Allother  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 on Form 8-A filed with
                     the Securities and Exchange  Commission  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  thisregistration
               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 Section 102(b)
               of the Delaware General  Corporation Law authorizes a corporation
               to provide in its Certificate of Incorporation that a director of
               the corporation shall not be personally liable to the corporation
               or its  stockholders  for monetary  damages for breach or alleged
               breach of the director's  "duty of care." While this statute does
               not change  directors'  duty of care, it enables  corporations to
               limit available  relief to equitable  remedies such as injunction
               or rescission.

                                       3
The  statute  has no effect on a  director's  duty of  loyalty or
               liability  for acts or  omissions  not in good faith or involving
               intentional  misconduct  or knowing  violations  of law,  illegal
               payment of dividends or stock redemptions or repurchases,  or for
               any  transaction  from which the  director  derives  an  improper
               personal  benefit.  As permitted by the statute,  the Company has
               adopted  provisions in its  Certificate  of  Incorporation  which
               eliminate to the fullest  extent  permissible  under Delaware law
               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.

               Section  145 of the  General  Corporation  Law  of the  State  of
               Delaware  provides for  indemnification  the  indemnification  of
               officers,  directors,  employees and agents of a corporation. The
               Bylaws  of  the  Company  provide  for   indemnification  of  its
               directors,  officers,  employees  and  agents to the full  extent
               permitted by under Delaware law, including those circumstances in
               which  indemnification  would  otherwise be  discretionary  under
               Delaware  law.The  Company's Bylaws also empower it to enter into
               indemnification agreements with its directors and officers and to
               purchase insurance on behalf of any person whom it is required or
               permitted to indemnify.  The Company has entered into  agreements
               with its  directors  and certain of its  executive  officers that
               require  the  Company to  indemnify  such  persons to the fullest
               extent permitted under Delaware law against expenses,  judgments,
               fines,  settlements  and other  amounts  actually and  reasonably
               incurred   (including   expenses  of  a  derivative   action)  in
               connection with any proceeding,  whether actual or threatened, to
               which any such  person  may be made a party by reason of the fact
               that such person is or was a director or an executive  officer of
               the   Company  or  any  of  its   affiliated   enterprises.   The
               indemnification agreements also set forth certain procedures that
               will   apply  in  the  event  of  a  claim  for   indemnification
               thereunder.

               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 of  1933,  as  amended  (the
               "Securities Act").

Item 7.        Exemption From  Registration  Claimed Inapplicable.

Item 8.        Exhibits See Exhibit  Index.

                                       4
Item 9.        Undertakings  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;

               (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; and

               (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 (1)(i) and (l)(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  Exchange Act that are
                      incorporated by reference in the registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act, each such post-effectiveamendment 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.

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

                                       5
Insofar  as  indemnification  for  liabilities  arising  under the
              Securities  Act  may  be  permitted  to  directors,  officers  and
              controlling  persons of the  registrant  pursuant to the foregoing
              provisions,  or otherwise, the registrant has been advised that in
              the  opinion  of  the  Securities  and  Exchange  Commission  such
              indemnification  is  against  public  policy as  expressed  in the
              Securities Act and is, therefore, unenforceable. In the event that
              a claim for  indemnification  against such liabilities (other than
              the payment by the  registrant  of expenses  incurred or paid by a
              director,  officer or controlling  person of the registrant in the
              successful defense of any action,  suit or proceeding) is asserted
              by such director, officer or controlling person in connection with
              the securities being  registered,  the registrant 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 and will
              be governed by the final adjudication of such issue.

                                    SIGNATURE

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Palo Alto, State of California, on August 17, 2000.

                                        Teknowledge Corporation

                                        By: /s/ Dennis A. Bugbee
                                        ---------------------------
                                            Dennis A. Bugbee
                                            Chief  Financial  Officer,
                                            Vice President of Finance and
                                            Secretary

                                       6
SIGNATURES AND POWER OF ATTORNEY

         The officers and directors of Teknowledge  Corporation whose signatures
appear  below,  hereby  constitute  and  appoint  Dennis A.  Bugbee  and Neil A.
Jacobstein,  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, as amended,  this registration  statement has been signed by
the following persons in the capacities and on the dates indicated.

Signature                               Title                        Date
-------------------------          -------------                 ----------

/s/ Neil A Jacobstein      Chairman of the Board, President and  August 17, 2000
-------------------------  Chief Executive Officer and Director
Neil A. Jacobstein

                            Chief Financial Officer,t
/s/ Dennis A. Bugbee       Vice President of Finance and
-------------------------  Secretary (Principal Financial        August 17, 2000
Dennis A. Bugbee           and Accounting Officer)

/s/ James C. Workman       Director                              August 18, 2000
-------------------------
James C. Workman

/s/ Dr. Larry E. Druffel   Director                              August __, 2000
-------------------------
Dr. Larry E. Druffel

/s/  Gen. Robert T. Marsh  Director                              August 18, 2000
-------------------------
Gen. Robert T. Marsh

/s/ Benedict O'Mahoney     Vice President of Administration and  August 17, 2000
-------------------------  Legal Affairs and Director
Benedict O'Mahoney

                                       7
EXHIBIT INDEX

4.1  Amended and  Restated  Certificate  of  Incorporation,  as amended,  of the
     Company is incorporated by reference to Exhibit 3.1 to the Company's Annual
     Report on Form  10-KSB for the fiscal  year ended  December  31, 1998 filed
     with the Securities and Exchange Commission

4.2  Amended and Restated Bylaws of the Company are incorporated by reference to
     Exhibit 3.2 to the  Company's  Annual  Report on Form 10-KSB for the fiscal
     year  ended  December  31,  1998  filed with the  Securities  and  Exchange
     Commission

5.1       Opinion re legality

23.1      Consent of Counsel (included in Exhibit 5)

23.2      Consent of Arthur Andersen LLP

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

                                       8
EXHIBIT 5.1
[LETTERHEAD OF GRAY CARY WARE FREIDENRICH LLP]
400 Hamilton Ave, Palo Alto, CA 94301-1825
Phone:    650-328-6561

August 18, 2000

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

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
         750,000  shares of the Common  Stock,  $0.01 par value,  of the Company
         which may be issued pursuant to the Teknowledge  Corporation 1998 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.  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  750,000
         shares of  Common  Stock  which  may be issued  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
         nonassessable.  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,

         GRAY CARY WARE & FREIDENRICH LLP

                                       9
EXHIBIT 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As   independent   public   accountants,   we  hereby  consent  to  the
         incorporation by reference in this registration statement of our report
         dated March 17, 2000 included in Teknowledge  Corporation's Form 10-KSB
         for the year ended  December 31, 1999 and to all references to our Firm
         included in this registration statement on Form S-8.

                                                         /s/ Arthur Andersen LLP

San Jose, California
August 15, 2000