As filed with the Securities and Exchange Commission on September 29, 1998
                                                    Registration No. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

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

                            INTEGRATED SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

       California                                      94-2658153
(State of Incorporation)                    (I.R.S. Employer Identification No.)

               201 Moffett Park Drive, Sunnyvale, California 94089
           (Address of Principal Executive Office Including Zip Code)

                            INTEGRATED SYSTEMS, INC.
                             1988 STOCK OPTION PLAN
                           1998 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                Narendra K. Gupta
                Integrated Systems, Inc., 201 Moffett Park Drive
                           Sunnyvale, California 94089
                                 (408) 542-1500
            (Name, address and telephone number of agent for service)

                                    Copy to:
                            Katherine Tallman Schuda
                               Fenwick & West LLP
                              Two Palo Alto Square
                               Palo Alto, CA 94306
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------
                                               Proposed
                                               Maximum
Title of                Amount                 Offering               Proposed Maximum
Securities to           to be                  Price per              Aggregate Offering    Amount of
Be Registered           Registered             Share (1)              Price                 Registration Fee
----------------------- ---------------------- ---------------------- --------------------- ----------------------
<S>                     <C>                    <C>                    <C>                   <C>   
Common Stock            2,000,000              $9.50                  $19,000,000           $5,605

----------------------- ---------------------- ---------------------- --------------------- ----------------------
<FN>
(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rules  457(h) and 457(c) under the  Securities  Act of
         1933 and based upon an average of the high and low prices  reported  on
         the Nasdaq National Market on September 24, 1998.
</FN>
</TABLE>

<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") are incorporated by reference in this Registration
Statement:

         1. The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year
ended  February  28, 1998,  filed  pursuant to Section  13(a) of the  Securities
Exchange  Act of 1934,  as amended (the  "Exchange  Act"),  which Annual  Report
contains  audited  financial  statements  for the fiscal year ended February 28,
1998;

         2. The  Registrant's  Quarterly  Report  on Form  10-Q  for the  fiscal
quarter ended May 31, 1998 filed  pursuant to Section 13(a) of the Exchange Act;
and

         3. The  description of the  Registrant's  Common Stock contained in the
Registrant's  Registration Statement on Form 8-A filed with the Commission under
Section 12(g) of the Exchange  Act,  including any amendment or report filed for
the purpose of updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities  registered  hereby have been sold or which  deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of the filing of such documents.

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  provisions  of Section 317 of the  California  Corporations  Code,
Article V of the Registrant's Amended and Restated Articles of Incorporation and
Article VI of the Registrant's  Bylaws provide for indemnification for expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding  arising by reason of the fact that any person
is or was a director or officer of the Registrant.  The  Registrant's  directors
and executive  officers  have also entered into  Indemnity  Agreements  with the
Registrant  that  give  such  directors  and  executive   officers   contractual
assurances regarding the scope of the indemnification and liability  limitations
set forth in the Registrant's Amended and Restated Articles of Incorporation and
Bylaws. The indemnification may be sufficiently broad to permit  indemnification
of the  Registrant's  executive  officers and directors for liabilities  arising
under the Securities Act. In addition,  Article IV of the  Registrant's  Amended
and  Restated  Articles of  Incorporation  provides  that the  liability  of the
Registrant's  directors  shall be eliminated to the fullest  extent  permissible
under California law. The Registrant  maintains a director and officer liability
insurance policy.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors,  officers or controlling persons of the Company pursuant
to the foregoing provisions,  the Company has been informed 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.

                                      II-1

<PAGE>

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

The following exhibits are filed herewith:

Exhibit No.                           Description
-----------                           -----------

4.01                               Registrant's Amended and Restated Articles of
                                   Incorporation  (incorporated  by reference to
                                   Exhibit  3.01(i) to the  Registrant's  Annual
                                   Report on Form 10-K for the fiscal year ended
                                   February 28, 1996).

4.02                               Registrant's   Bylaws,  as  amended  to  date
                                   (incorporated by reference to Exhibit 4.02 to
                                   the  Registrant's  Registration  Statement on
                                   Form S-8, File No. 333-12799).

4.03                               Registrant's   1988  Stock  Option  Plan  and
                                   related documents, as amended to date.

4.04                               Registrant's 1998 Equity Incentive Plan.

5.01                               Opinion of Fenwick & West LLP

23.01                              Consent of Counsel (included in Exhibit 5.01)

23.02                              Consent of PricewaterhouseCoopers LLP

24.01                              Power of Attorney (See page II-5)



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:

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

                  (b) 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 thereto) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20 percent change
         in the maximum  aggregate  offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement;

                  (c) 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)(a) and (1)(b) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished

                                      II-2

<PAGE>

to the Commission by the  registrant  pursuant to Section 13 or Section 15(d) of
the Securities  Exchange Act of 1934 that are  incorporated  by reference in the
registration statement.

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

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

         (4)  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.

         (5) To deliver or cause to be delivered  with the  prospectus,  to each
person to whom the  prospectus  is sent or given,  the latest  annual  report to
security  holders  that is  incorporated  by  reference  in the  prospectus  and
furnished  pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act of  1934;  and,  where  interim  financial
information  required to be presented by Article 3 of Regulation  S-X is not set
forth in the prospectus,  to deliver, or cause to be delivered to each person to
whom the  prospectus  is sent or given,  the  latest  quarterly  report  that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

         (6)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
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,  Integrated Systems,  Inc., 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  Sunnyvale,  State of
California, on September 25, 1998.

                                              INTEGRATED SYSTEMS, INC.


                                              By:      /s/ Narendra K. Gupta
                                                       -------------------------
                                                       Narendra K. Gupta
                                                       Secretary





                                      II-4


<PAGE>


                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Narendra  K. Gupta and  William  C. Smith and each of them,  his true and lawful
attorneys-in-fact and agents, each with full power of substitution,  for him and
in his name,  place and stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective  amendments) to this Registration Statement
and to file  the  same,  with  exhibits  thereto  and  all  other  documents  in
connection therewith,  with the Securities and Exchange Commission,  granting to
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in  connection  therewith,  as fully to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or either of them,  or their or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
<TABLE>
         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.
<CAPTION>
Signature                                  Title                                    Date
--------------------------------------     -------------------------------------    -------------------------------------
Principal Executive Officers:
<S>                                        <C>                                      <C>
/s/ Narendra K. Gupta                      Secretary and Chairman of the Board      September 25, 1998
------------------------------------       of Directors
Narendra K. Gupta

/s/ Joseph Addiego                         Interim Chief Executive Officer          September 25, 1998
------------------------------------
Joseph Addiego

Principal Financial Officer and
Principal Accounting Officer:

/s/ William C. Smith                       Vice President, Finance and Chief        September 25, 1998
------------------------------------       Financial Officer
William C. Smith

Additional Directors:

                                           Director                                 September __, 1998
------------------------------------
David St. Charles

/s/ Thomas Kailath                         Director                                 September 25, 1998
------------------------------------
Thomas Kailath

/s/ Vinita Gupta                           Director                                 September 25, 1998
------------------------------------
Vinita Gupta

/s/John C. Bolger                          Director                                 September 25, 1998
------------------------------------
John C. Bolger

/s/Richard C. Murphy                       Director                                 September 25, 1998
------------------------------------
Richard C. Murphy

/s/Michael A. Brochu                       Director                                 September 25, 1998
------------------------------------
Michael A. Brochu
</TABLE>

                                                  II-5

<PAGE>

                                                 INDEX TO EXHIBITS


Exhibit Number                Exhibit
--------------                -------
4.01                          Registrant's  Amended  and  Restated  Articles  of
                              Incorporation   (incorporated   by   reference  to
                              Exhibit 3.01(i) to the Registrant's  Annual Report
                              on Form 10-K for the fiscal  year  ended  February
                              28, 1996).

4.02                          Registrant's    Bylaws,   as   amended   to   date
                              (incorporated  by reference to Exhibit 4.02 to the
                              Registrant's  Registration  Statement on Form S-8,
                              File No. 333-12799)

4.03                          Registrant's  1988 Stock  Option  Plan and related
                              documents, as amended to date.

4.04                          Registrant's 1998 Equity Incentive Plan.

5.01                          Opinion of Fenwick & West LLP

23.01                         Consent of Counsel (included in Exhibit 5.01)

23.02                         Consent of PricewaterhouseCoopers LLP

24.01                         Power of Attorney (See page II-5)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19071}]
{"company-data": {"conformed-name": "INTEGRATED SYSTEMS INC", "cik": "0000775163", "assigned-sic": "7372", "irs-number": "942658153", "state-of-incorporation": "CA", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64673", "film-number": "98717744"}, "business-address": {"street1": "3260 JAY ST", "city": "SANTA CLARA", "state": "CA", "zip": "95054-3309", "phone": "4089801500"}, "mail-address": {"street1": "3260 JAY STREET", "city": "SANTA CLARA", "state": "CA", "zip": "95054-3309"}}
As filed with the Securities and Exchange Commission on September 29, 1998
                                                    Registration No. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

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

                            INTEGRATED SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

       California                                      94-2658153
(State of Incorporation)                    (I.R.S. Employer Identification No.)

               201 Moffett Park Drive, Sunnyvale, California 94089
           (Address of Principal Executive Office Including Zip Code)

                            INTEGRATED SYSTEMS, INC.
                             1988 STOCK OPTION PLAN
                           1998 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                Narendra K. Gupta
                Integrated Systems, Inc., 201 Moffett Park Drive
                           Sunnyvale, California 94089
                                 (408) 542-1500
            (Name, address and telephone number of agent for service)

                                    Copy to:
                            Katherine Tallman Schuda
                               Fenwick & West LLP
                              Two Palo Alto Square
                               Palo Alto, CA 94306
------------------------------------------------------------------------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------
                                               Proposed
                                               Maximum
Title of                Amount                 Offering               Proposed Maximum
Securities to           to be                  Price per              Aggregate Offering    Amount of
Be Registered           Registered             Share (1)              Price                 Registration Fee
----------------------- ---------------------- ---------------------- --------------------- ----------------------
Common Stock            2,000,000              $9.50                  $19,000,000           $5,605

----------------------- ---------------------- ---------------------- --------------------- ----------------------
(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rules  457(h) and 457(c) under the  Securities  Act of
         1933 and based upon an average of the high and low prices  reported  on
         the Nasdaq National Market on September 24, 1998.
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") are incorporated by reference in this Registration
Statement:

         1. The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year
ended  February  28, 1998,  filed  pursuant to Section  13(a) of the  Securities
Exchange  Act of 1934,  as amended (the  "Exchange  Act"),  which Annual  Report
contains  audited  financial  statements  for the fiscal year ended February 28,
1998;

         2. The  Registrant's  Quarterly  Report  on Form  10-Q  for the  fiscal
quarter ended May 31, 1998 filed  pursuant to Section 13(a) of the Exchange Act;
and

         3. The  description of the  Registrant's  Common Stock contained in the
Registrant's  Registration Statement on Form 8-A filed with the Commission under
Section 12(g) of the Exchange  Act,  including any amendment or report filed for
the purpose of updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities  registered  hereby have been sold or which  deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of the filing of such documents.

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  provisions  of Section 317 of the  California  Corporations  Code,
Article V of the Registrant's Amended and Restated Articles of Incorporation and
Article VI of the Registrant's  Bylaws provide for indemnification for expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding  arising by reason of the fact that any person
is or was a director or officer of the Registrant.  The  Registrant's  directors
and executive  officers  have also entered into  Indemnity  Agreements  with the
Registrant  that  give  such  directors  and  executive   officers   contractual
assurances regarding the scope of the indemnification and liability  limitations
set forth in the Registrant's Amended and Restated Articles of Incorporation and
Bylaws. The indemnification may be sufficiently broad to permit  indemnification
of the  Registrant's  executive  officers and directors for liabilities  arising
under the Securities Act. In addition,  Article IV of the  Registrant's  Amended
and  Restated  Articles of  Incorporation  provides  that the  liability  of the
Registrant's  directors  shall be eliminated to the fullest  extent  permissible
under California law. The Registrant  maintains a director and officer liability
insurance policy.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors,  officers or controlling persons of the Company pursuant
to the foregoing provisions,  the Company has been informed 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.

                                      II-1
Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

The following exhibits are filed herewith:

Exhibit No.                           Description
-----------                           -----------

4.01                               Registrant's Amended and Restated Articles of
                                   Incorporation  (incorporated  by reference to
                                   Exhibit  3.01(i) to the  Registrant's  Annual
                                   Report on Form 10-K for the fiscal year ended
                                   February 28, 1996).

4.02                               Registrant's   Bylaws,  as  amended  to  date
                                   (incorporated by reference to Exhibit 4.02 to
                                   the  Registrant's  Registration  Statement on
                                   Form S-8, File No. 333-12799).

4.03                               Registrant's   1988  Stock  Option  Plan  and
                                   related documents, as amended to date.

4.04                               Registrant's 1998 Equity Incentive Plan.

5.01                               Opinion of Fenwick & West LLP

23.01                              Consent of Counsel (included in Exhibit 5.01)

23.02                              Consent of PricewaterhouseCoopers LLP

24.01                              Power of Attorney (See page II-5)

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:

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

                  (b) 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 thereto) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20 percent change
         in the maximum  aggregate  offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement;

                  (c) 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)(a) and (1)(b) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished

                                      II-2
to the Commission by the  registrant  pursuant to Section 13 or Section 15(d) of
the Securities  Exchange Act of 1934 that are  incorporated  by reference in the
registration statement.

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

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

         (4)  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.

         (5) To deliver or cause to be delivered  with the  prospectus,  to each
person to whom the  prospectus  is sent or given,  the latest  annual  report to
security  holders  that is  incorporated  by  reference  in the  prospectus  and
furnished  pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act of  1934;  and,  where  interim  financial
information  required to be presented by Article 3 of Regulation  S-X is not set
forth in the prospectus,  to deliver, or cause to be delivered to each person to
whom the  prospectus  is sent or given,  the  latest  quarterly  report  that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

         (6)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
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,  Integrated Systems,  Inc., 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  Sunnyvale,  State of
California, on September 25, 1998.

                                              INTEGRATED SYSTEMS, INC.

                                              By:      /s/ Narendra K. Gupta
                                                       -------------------------
                                                       Narendra K. Gupta
                                                       Secretary

                                      II-4
POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Narendra  K. Gupta and  William  C. Smith and each of them,  his true and lawful
attorneys-in-fact and agents, each with full power of substitution,  for him and
in his name,  place and stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective  amendments) to this Registration Statement
and to file  the  same,  with  exhibits  thereto  and  all  other  documents  in
connection therewith,  with the Securities and Exchange Commission,  granting to
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in  connection  therewith,  as fully to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or either of them,  or their or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                  Title                                    Date
--------------------------------------     -------------------------------------    -------------------------------------
Principal Executive Officers:
/s/ Narendra K. Gupta                      Secretary and Chairman of the Board      September 25, 1998
------------------------------------       of Directors
Narendra K. Gupta

/s/ Joseph Addiego                         Interim Chief Executive Officer          September 25, 1998
------------------------------------
Joseph Addiego

Principal Financial Officer and
Principal Accounting Officer:

/s/ William C. Smith                       Vice President, Finance and Chief        September 25, 1998
------------------------------------       Financial Officer
William C. Smith

Additional Directors:

                                           Director                                 September __, 1998
------------------------------------
David St. Charles

/s/ Thomas Kailath                         Director                                 September 25, 1998
------------------------------------
Thomas Kailath

/s/ Vinita Gupta                           Director                                 September 25, 1998
------------------------------------
Vinita Gupta

/s/John C. Bolger                          Director                                 September 25, 1998
------------------------------------
John C. Bolger

/s/Richard C. Murphy                       Director                                 September 25, 1998
------------------------------------
Richard C. Murphy

/s/Michael A. Brochu                       Director                                 September 25, 1998
------------------------------------
Michael A. Brochu
II-5
INDEX TO EXHIBITS

Exhibit Number                Exhibit
--------------                -------
4.01                          Registrant's  Amended  and  Restated  Articles  of
                              Incorporation   (incorporated   by   reference  to
                              Exhibit 3.01(i) to the Registrant's  Annual Report
                              on Form 10-K for the fiscal  year  ended  February
                              28, 1996).

4.02                          Registrant's    Bylaws,   as   amended   to   date
                              (incorporated  by reference to Exhibit 4.02 to the
                              Registrant's  Registration  Statement on Form S-8,
                              File No. 333-12799)

4.03                          Registrant's  1988 Stock  Option  Plan and related
                              documents, as amended to date.

4.04                          Registrant's 1998 Equity Incentive Plan.

5.01                          Opinion of Fenwick & West LLP

23.01                         Consent of Counsel (included in Exhibit 5.01)

23.02                         Consent of PricewaterhouseCoopers LLP

24.01                         Power of Attorney (See page II-5)