As filed with the Securities and Exchange Commission on December 23, 1998
                              Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                               -------------------

                       COMPUTER MANAGEMENT SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

                  Florida                               59-2264633
       (State or other jurisdiction        (I.R.S. Employer Identification No.)
     of incorporation or organization)

8133 Baymeadows Way, Jacksonville, Florida                 32256
  (Address of Principal Executive Office)               (Zip Code)

                       COMPUTER MANAGEMENT SCIENCES, INC.
                            1995 STOCK INCENTIVE PLAN

                                       AND

                       COMPUTER MANAGEMENT SCIENCES, INC.
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
                            (Full title of the plan)
                               -------------------
                                            Copies of all communications to:
Anthony V. Weight
Cheif Executive Officer                     L. Kinder Cannon III, Esq.
Computer Management Sciences, Inc.          Holland & Knight
8133 Baymeadows Way                         50 North Laura Street
Jacksonville, Florida 32256                 Suite 3900
(Name and address of agent for service)     Jacksonville, Florida  32202
(904) 737-8955
(Telephone number, including area code, of agent for service)

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. X
<TABLE>

                         CALCULATION OF REGISTRATION FEE
--------------------------------- ----------------------- ------------------ ------------------ ------------------
<S>                                <C>                     <C>                <C>                 <C>    
                                                              Proposed           Proposed
            Title of                      Amount               maximum            maximum           Amount of
           securities                     to be            offering price        aggregate        registration
        to be registered              Registered(1)          per unit(2)     offering price(2)       fee(2)
--------------------------------- ----------------------- ------------------ ------------------ ------------------
Common Stock,                        2,460,059  shares        $15.3125          $37,669,653          $10,472
 par value
 $0.01 per share. . . . . .
--------------------------------- ----------------------- ------------------ ------------------ ------------------
</TABLE>
(1)      Of the  2,460,059  shares of Common Stock being  registered  hereunder,
         1,000,000 shares of Common Stock are reserved for issuance  pursuant to
         the Computer  Management  Sciences,  Inc. 1995 Stock Incentive Plan and
         1,460,059 are held by the Computer Management  Sciences,  Inc. Employee
         Stock   Ownership   Plan  and  Trust  (the  "ESOP")  for   distribution
         thereunder.
(2)      Estimated solely for the purpose of calculating the  registration  fee.
         The fee is  calculated  upon the basis of the average  between the high
         and low sales  price for shares of Common  Stock of the  registrant  as
         reported on the Nasdaq National Market on December 21, 1998.

<PAGE>

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

         The documents  containing the information  called for in Part I of Form
S-8 will be provided to participants in the Computer Management  Sciences,  Inc.
(i) Amended 1995 Stock  Incentive  Plan, and (ii) Employee Stock  Ownership Plan
and  Trust.  Such  information  is not  being  filed  with or  included  in this
Registration  Statement  in  accordance  with the rules and  regulations  of the
Securities and Exchange Commission (the "Commission").




<PAGE>


                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  previously  filed  by the  Company  with the
Commission (Commission File No. 0-26622) and all documents subsequently filed by
it pursuant to Sections 13(a),  13(c),  14 and 15(d) of the Securities  Exchange
Act of 1934, as amended (the "Exchange  Act") are  incorporated  by reference in
this Registration Statement:

   (a)   Annual Report on Form 10-K for the fiscal year ended December 31, 1997;

   (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;

   (c) Definitive Proxy Statement filed April 30, 1998, as amended May 22,
1998;

   (d) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998;

   (e) Quarterly  Report on Form 10-Q for the quarter ended  September 30,
1998;

   (f)   All other  reports  filed by the Company  pursuant to Sections  13(a) 
and 15(d) of the  Exchange Act since December 31, 1997; and

   (g) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration Statement on Form 8-A filed by the Company under Section
12 of the Exchange  Act,  dated August 11, 1995,  and any  amendments or reports
filed for the purpose of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Florida  Business  Corporation Act, as amended (the "Florida Act"),
provides that, in general,  a business  corporation may indemnify any person who
is or was a party to any  proceeding  (other  than an action by, or in the right
of, the  corporation)  by reason of the fact that he or she is or was a director
or officer of the  corporation,  against  liability  incurred in connection with
such proceeding,  including any appeal thereof,  provided certain  standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation,  and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful.  In the case of  proceedings by or in the right of the
corporation,  the Florida Act  provides  that,  in general,  a  corporation  may
indemnify  any person who was or is a party to any such  proceeding by reason of
the fact  that he or she is or was a  director  or  officer  of the  corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such  proceeding,  including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she  reasonably  believed to be in, or not opposed to, the best  interests of
the corporation,  except that no indemnification shall be made in respect of any
claim as to which such person is  adjudged  liable  unless a court of  competent
jurisdiction  determines  upon  application  that  such  person  is  fairly  and
reasonably  entitled to indemnity.  To the extent that any officers or directors
are  successful  on  the  merits  or  otherwise  in  the  defense  of any of the
proceedings  described  above,  the Florida Act provides that the corporation is
required to indemnify such officers or directors  against expenses  actually and
reasonably incurred in connection  therewith.  However,  the Florida Act further
provides that, in general,  indemnification or advancement of expenses shall not
be made to or on behalf of any  officer or director if a judgment or other final
adjudication  establishes  that his or her actions,  or  omissions to act,  were
material to the cause of action so adjudicated and  constitute:  (i) a violation
of the  criminal  law,  unless the director or officer had  reasonable  cause to


                                      II-1
<PAGE>

believe his or her conduct was lawful or had no  reasonable  cause to believe it
was unlawful;  (ii) a transaction  from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the  Florida Act or the  corporation's  articles  of  incorporation;  or (iv)
willful  misconduct  or a  conscious  disregard  for the best  interests  of the
corporation  in a proceeding by or in the right of the  corporation to procure a
judgment in its favor or in a  proceeding  by or in the right of a  shareholder.
Article X of the Company's  Articles of Incorporation  provides that the Company
shall  indemnify  any  director,  officer or  employee  or any former  director,
officer or employee to the full extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         In lieu  of an  opinion  of  counsel  concerning  compliance  with  the
requirements  of ERISA or an  Internal  Revenue  Service  ("IRS")  determination
letter that the ESOP is  qualified  under  Section 401 of the  Internal  Revenue
Code, the undersigned  registrant  hereby  undertakes to submit the ESOP and all
amendments  thereto  to the IRS in a timely  manner  and will  make all  changes
required by the IRS in order to qualify the ESOP.

         4.4      Computer Management  Sciences,  Inc. 1995 Stock Incentive Plan
                  (incorporated  by reference  to Exhibit 10.4 to the  Company's
                  Registration  Statement on Form S-1, filed August 9, 1995, and
                  as amended by amendments  filed September 12, 1995,  September
                  22,  1995  and  September  26,  1995   (Commission   File  No.
                  33-95544)).

         4.4(a)   Amendment to Computer  Management  Sciences,  Inc. 1995 Stock
                  Incentive Plan,  dated  October 1, 1998.

         4.5      Computer  Management  Sciences,  Inc. Employee Stock Ownership
                  Plan and Trust  (incorporated  by reference to Exhibit 10.6 to
                  the Company's Registration Statement on Form S-1, filed August
                  9, 1995,  and as amended by  amendments  filed  September  12,
                  1995,  September 22, 1995 and  September 26, 1995  (Commission
                  File No. 33-95544)).

         5.1      Opinion  of  Holland & Knight  LLP as to the  legality  of the
                  securities being registered hereunder.

         23.1     Consent of Holland & Knight LLP (contained in Exhibit 
                  5.1 hereto).

         23.2     Consent of KPMG Peat Marwick LLP.

         23.3     Consent of Dellinger & Deese, PLLC.

         23.4     Consent of Williams, Cox, Weidner and Cox.

         23.5     Consent of Ehrhardt Keefe Steiner & Hottman PC

         24.1  Power(s)  of Attorney  (included  on the  signature  page to this
Registration Statement).



                                      II-2
<PAGE>



ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

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

                          (ii) To reflect in the  prospectus any facts or events
arising after the effective
date of the registration statement (or the most recent post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;

                         (iii) To include any material  information with respect
to the plan of distribution not previously disclosed in the registration 
statement or any material change to such information in the registration 
statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
registrant  pursuant to section 13 or section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the registration statement.

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

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 (the "Act") may be permitted to directors,  officers and
controlling persons of the registrant pursuant to the foregoing  provisions (see
Item 6) or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



                                      II-3
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Jacksonville, State of Florida, on December 23, 1998.

                                 COMPUTER MANAGEMENT SCIENCES, INC.


                                 By:/s/ Anthony Colaluca
                                       Anthony Colaluca, Vice President and
                                       Chief Financial Officer 
                                       (Principal Financial Officer)

                                POWER OF ATTORNEY

         Each person whose signature  appears below hereby  appoints  Anthony V.
Weight as his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution and  resubstitution,  for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this Form S-8  Registration  Statement  of  Computer  Management
Sciences,  Inc.,  and to file the same,  with all  exhibits  thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
and hereby grants to such attorney-in-fact and agent full power and authority to
do and perform each and every act and thing  requisite and necessary to be done,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or his
substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       Signatures                   Title                            Date

/s/Jerry W. Davis        Chairman of the Board,                December 23, 1998
Jerry W. Davis           Chief Executive Officer, and Director

/s/Anthony V. Weight     Acting Chief Executive                December 23, 1998
Anthony V. Weight        Officer and Director             
                         (Principal Executive Officer)

/s/Larry A. Longhi       Senior Vice President and Director    December 23, 1998
Larry A. Longhi

/s/Harry C. Stonecipher  Director                              December 23, 1998
Harry C. Stonecipher

/s/Theodore L. Weise     Director                              December 23, 1998
Theodore L. Weise


                                      II-4
<PAGE>


                                INDEX TO EXHIBITS

Exhibit Number
and Description

4.4                        Computer   Management   Sciences,   Inc.  1995  Stock
                           Incentive Plan  (incorporated by reference to Exhibit
                           10.4 to the Company's  Registration Statement on Form
                           S-1,   filed  August  9,  1995,  and  as  amended  by
                           amendments  filed  September 12, 1995,  September 22,
                           1995 and  September  26,  1995  (Commission  File No.
                           33-95544)).

4.4(a)                     Amendment  to  Computer  Management  Sciences,  Inc.,
                           1995 Stock  Incentive  Plan dated October 1, 1998.

4.5                        Computer  Management  Sciences,  Inc.  Employee Stock
                           Ownership Plan and Trust  (incorporated  by reference
                           to  Exhibit  10.6  to  the   Company's   Registration
                           Statement on Form S-1,  filed August 9, 1995,  and as
                           amended  by  amendments  filed  September  12,  1995,
                           September 22, 1995 and September 26, 1995 (Commission
                           File No. 33-95544)).

5.1                        Opinion of Holland & Knight LLP as to the legality of
                           the  securities  being  registered hereunder.

23.1                       Consent of Holland & Knight LLP (contained in Exhibit
                           5.1 hereto).

23.2                       Consent of KPMG Peat Marwick LLP.

23.3                       Consent of Dellinger & Deese, PLLC.

23.4                       Consent of Williams, Cox, Weidner and Cox.

23.5                       Consent of Ehrhardt Keefe Steiner & Hottman PC

24.1                       Power(s) of Attorney (included on the signature page 
                           to this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 20269}]
{"company-data": {"conformed-name": "COMPUTER MANAGEMENT SCIENCES INC", "cik": "0000949229", "assigned-sic": "7371", "irs-number": "592264633", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69567", "film-number": "98774564"}, "business-address": {"street1": "8133 BAYMEADOWS WAY", "city": "JACKSONVILLE", "state": "FL", "zip": "32256", "phone": "9047378955"}, "mail-address": {"street1": "8133 BAY MEADOWS WAY", "city": "JACKSONVILLE", "state": "FL", "zip": "32256"}}
As filed with the Securities and Exchange Commission on December 23, 1998
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                               -------------------

                       COMPUTER MANAGEMENT SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

                  Florida                               59-2264633
       (State or other jurisdiction        (I.R.S. Employer Identification No.)
     of incorporation or organization)

8133 Baymeadows Way, Jacksonville, Florida                 32256
  (Address of Principal Executive Office)               (Zip Code)

                       COMPUTER MANAGEMENT SCIENCES, INC.
                            1995 STOCK INCENTIVE PLAN

                                       AND

                       COMPUTER MANAGEMENT SCIENCES, INC.
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
                            (Full title of the plan)
                               -------------------
                                            Copies of all communications to:
Anthony V. Weight
Cheif Executive Officer                     L. Kinder Cannon III, Esq.
Computer Management Sciences, Inc.          Holland & Knight
8133 Baymeadows Way                         50 North Laura Street
Jacksonville, Florida 32256                 Suite 3900
(Name and address of agent for service)     Jacksonville, Florida  32202
(904) 737-8955
(Telephone number, including area code, of agent for service)

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. X

                         CALCULATION OF REGISTRATION FEE
--------------------------------- ----------------------- ------------------ ------------------ ------------------
Proposed           Proposed
            Title of                      Amount               maximum            maximum           Amount of
           securities                     to be            offering price        aggregate        registration
        to be registered              Registered(1)          per unit(2)     offering price(2)       fee(2)
--------------------------------- ----------------------- ------------------ ------------------ ------------------
Common Stock,                        2,460,059  shares        $15.3125          $37,669,653          $10,472
 par value
 $0.01 per share. . . . . .
--------------------------------- ----------------------- ------------------ ------------------ ------------------
(1)      Of the  2,460,059  shares of Common Stock being  registered  hereunder,
         1,000,000 shares of Common Stock are reserved for issuance  pursuant to
         the Computer  Management  Sciences,  Inc. 1995 Stock Incentive Plan and
         1,460,059 are held by the Computer Management  Sciences,  Inc. Employee
         Stock   Ownership   Plan  and  Trust  (the  "ESOP")  for   distribution
         thereunder.
(2)      Estimated solely for the purpose of calculating the  registration  fee.
         The fee is  calculated  upon the basis of the average  between the high
         and low sales  price for shares of Common  Stock of the  registrant  as
         reported on the Nasdaq National Market on December 21, 1998.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the information  called for in Part I of Form
S-8 will be provided to participants in the Computer Management  Sciences,  Inc.
(i) Amended 1995 Stock  Incentive  Plan, and (ii) Employee Stock  Ownership Plan
and  Trust.  Such  information  is not  being  filed  with or  included  in this
Registration  Statement  in  accordance  with the rules and  regulations  of the
Securities and Exchange Commission (the "Commission").
PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  previously  filed  by the  Company  with the
Commission (Commission File No. 0-26622) and all documents subsequently filed by
it pursuant to Sections 13(a),  13(c),  14 and 15(d) of the Securities  Exchange
Act of 1934, as amended (the "Exchange  Act") are  incorporated  by reference in
this Registration Statement:

   (a)   Annual Report on Form 10-K for the fiscal year ended December 31, 1997;

   (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;

   (c) Definitive Proxy Statement filed April 30, 1998, as amended May 22,
1998;

   (d) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998;

   (e) Quarterly  Report on Form 10-Q for the quarter ended  September 30,
1998;

   (f)   All other  reports  filed by the Company  pursuant to Sections  13(a) 
and 15(d) of the  Exchange Act since December 31, 1997; and

   (g) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration Statement on Form 8-A filed by the Company under Section
12 of the Exchange  Act,  dated August 11, 1995,  and any  amendments or reports
filed for the purpose of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Florida  Business  Corporation Act, as amended (the "Florida Act"),
provides that, in general,  a business  corporation may indemnify any person who
is or was a party to any  proceeding  (other  than an action by, or in the right
of, the  corporation)  by reason of the fact that he or she is or was a director
or officer of the  corporation,  against  liability  incurred in connection with
such proceeding,  including any appeal thereof,  provided certain  standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation,  and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful.  In the case of  proceedings by or in the right of the
corporation,  the Florida Act  provides  that,  in general,  a  corporation  may
indemnify  any person who was or is a party to any such  proceeding by reason of
the fact  that he or she is or was a  director  or  officer  of the  corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such  proceeding,  including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she  reasonably  believed to be in, or not opposed to, the best  interests of
the corporation,  except that no indemnification shall be made in respect of any
claim as to which such person is  adjudged  liable  unless a court of  competent
jurisdiction  determines  upon  application  that  such  person  is  fairly  and
reasonably  entitled to indemnity.  To the extent that any officers or directors
are  successful  on  the  merits  or  otherwise  in  the  defense  of any of the
proceedings  described  above,  the Florida Act provides that the corporation is
required to indemnify such officers or directors  against expenses  actually and
reasonably incurred in connection  therewith.  However,  the Florida Act further
provides that, in general,  indemnification or advancement of expenses shall not
be made to or on behalf of any  officer or director if a judgment or other final
adjudication  establishes  that his or her actions,  or  omissions to act,  were
material to the cause of action so adjudicated and  constitute:  (i) a violation
of the  criminal  law,  unless the director or officer had  reasonable  cause to

                                      II-1
believe his or her conduct was lawful or had no  reasonable  cause to believe it
was unlawful;  (ii) a transaction  from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the  Florida Act or the  corporation's  articles  of  incorporation;  or (iv)
willful  misconduct  or a  conscious  disregard  for the best  interests  of the
corporation  in a proceeding by or in the right of the  corporation to procure a
judgment in its favor or in a  proceeding  by or in the right of a  shareholder.
Article X of the Company's  Articles of Incorporation  provides that the Company
shall  indemnify  any  director,  officer or  employee  or any former  director,
officer or employee to the full extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         In lieu  of an  opinion  of  counsel  concerning  compliance  with  the
requirements  of ERISA or an  Internal  Revenue  Service  ("IRS")  determination
letter that the ESOP is  qualified  under  Section 401 of the  Internal  Revenue
Code, the undersigned  registrant  hereby  undertakes to submit the ESOP and all
amendments  thereto  to the IRS in a timely  manner  and will  make all  changes
required by the IRS in order to qualify the ESOP.

         4.4      Computer Management  Sciences,  Inc. 1995 Stock Incentive Plan
                  (incorporated  by reference  to Exhibit 10.4 to the  Company's
                  Registration  Statement on Form S-1, filed August 9, 1995, and
                  as amended by amendments  filed September 12, 1995,  September
                  22,  1995  and  September  26,  1995   (Commission   File  No.
                  33-95544)).

         4.4(a)   Amendment to Computer  Management  Sciences,  Inc. 1995 Stock
                  Incentive Plan,  dated  October 1, 1998.

         4.5      Computer  Management  Sciences,  Inc. Employee Stock Ownership
                  Plan and Trust  (incorporated  by reference to Exhibit 10.6 to
                  the Company's Registration Statement on Form S-1, filed August
                  9, 1995,  and as amended by  amendments  filed  September  12,
                  1995,  September 22, 1995 and  September 26, 1995  (Commission
                  File No. 33-95544)).

         5.1      Opinion  of  Holland & Knight  LLP as to the  legality  of the
                  securities being registered hereunder.

         23.1     Consent of Holland & Knight LLP (contained in Exhibit 
                  5.1 hereto).

         23.2     Consent of KPMG Peat Marwick LLP.

         23.3     Consent of Dellinger & Deese, PLLC.

         23.4     Consent of Williams, Cox, Weidner and Cox.

         23.5     Consent of Ehrhardt Keefe Steiner & Hottman PC

         24.1  Power(s)  of Attorney  (included  on the  signature  page to this
Registration Statement).

                                      II-2
ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

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

                          (ii) To reflect in the  prospectus any facts or events
arising after the effective
date of the registration statement (or the most recent post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;

                         (iii) To include any material  information with respect
to the plan of distribution not previously disclosed in the registration 
statement or any material change to such information in the registration 
statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
registrant  pursuant to section 13 or section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the registration statement.

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

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 (the "Act") may be permitted to directors,  officers and
controlling persons of the registrant pursuant to the foregoing  provisions (see
Item 6) or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Jacksonville, State of Florida, on December 23, 1998.

                                 COMPUTER MANAGEMENT SCIENCES, INC.

                                 By:/s/ Anthony Colaluca
                                       Anthony Colaluca, Vice President and
                                       Chief Financial Officer 
                                       (Principal Financial Officer)

                                POWER OF ATTORNEY

         Each person whose signature  appears below hereby  appoints  Anthony V.
Weight as his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution and  resubstitution,  for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this Form S-8  Registration  Statement  of  Computer  Management
Sciences,  Inc.,  and to file the same,  with all  exhibits  thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
and hereby grants to such attorney-in-fact and agent full power and authority to
do and perform each and every act and thing  requisite and necessary to be done,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or his
substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       Signatures                   Title                            Date

/s/Jerry W. Davis        Chairman of the Board,                December 23, 1998
Jerry W. Davis           Chief Executive Officer, and Director

/s/Anthony V. Weight     Acting Chief Executive                December 23, 1998
Anthony V. Weight        Officer and Director             
                         (Principal Executive Officer)

/s/Larry A. Longhi       Senior Vice President and Director    December 23, 1998
Larry A. Longhi

/s/Harry C. Stonecipher  Director                              December 23, 1998
Harry C. Stonecipher

/s/Theodore L. Weise     Director                              December 23, 1998
Theodore L. Weise

                                      II-4
INDEX TO EXHIBITS

Exhibit Number
and Description

4.4                        Computer   Management   Sciences,   Inc.  1995  Stock
                           Incentive Plan  (incorporated by reference to Exhibit
                           10.4 to the Company's  Registration Statement on Form
                           S-1,   filed  August  9,  1995,  and  as  amended  by
                           amendments  filed  September 12, 1995,  September 22,
                           1995 and  September  26,  1995  (Commission  File No.
                           33-95544)).

4.4(a)                     Amendment  to  Computer  Management  Sciences,  Inc.,
                           1995 Stock  Incentive  Plan dated October 1, 1998.

4.5                        Computer  Management  Sciences,  Inc.  Employee Stock
                           Ownership Plan and Trust  (incorporated  by reference
                           to  Exhibit  10.6  to  the   Company's   Registration
                           Statement on Form S-1,  filed August 9, 1995,  and as
                           amended  by  amendments  filed  September  12,  1995,
                           September 22, 1995 and September 26, 1995 (Commission
                           File No. 33-95544)).

5.1                        Opinion of Holland & Knight LLP as to the legality of
                           the  securities  being  registered hereunder.

23.1                       Consent of Holland & Knight LLP (contained in Exhibit
                           5.1 hereto).

23.2                       Consent of KPMG Peat Marwick LLP.

23.3                       Consent of Dellinger & Deese, PLLC.

23.4                       Consent of Williams, Cox, Weidner and Cox.

23.5                       Consent of Ehrhardt Keefe Steiner & Hottman PC

24.1                       Power(s) of Attorney (included on the signature page 
                           to this Registration Statement).