As filed with the Securities and Exchange Commission on February 22, 1996
                                                   Registration  No. 33-       


                       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.)

                                 3260 Jay Street
                       Santa Clara, California 95054-3309
                    (Address of principal executive offices)

      OPTIONS GRANTED UNDER THE DOCTOR DESIGN, INC. 1991 STOCK OPTION PLAN
                     AND ASSUMED BY INTEGRATED SYSTEMS, INC.
                            (Full title of the Plan)

                                Narendra K. Gupta
                            Integrated Systems, Inc.
                                 3260 Jay Street
                       Santa Clara, California 95054-3309
                                 (408) 980-1500
            (Name, address and telephone number of agent for service)

                                   COPIES TO:
                           Katherine T. Tallman, Esq.
                                 Fenwick & West
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
                    ----------------------------------------

                                   Proposed        Proposed
                                    Maximum         Maximum
 Title of           Amount         Offering        Aggregate          Amount of
Securities to        to be         Price Per       Offering         Registration
be Registered     Registered         Share           Price               Fee
--------------------------------------------------------------------------------
                                               
Common Stock      131,862(1)      $1.9279(2)      $254,217(2)        $100.00(3)
--------------------------------------------------------------------------------

(1)   Shares subject to options assumed as of January 26, 1996.

(2)   Weighted  average per share exercise price of outstanding  options assumed
      as of January 26, 1996.

(3)   Represents the statutory minimum filing fee, which is greater than 1/29 of
      1% of $254,217.

<PAGE>
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)     The Registrant's latest annual report filed pursuant to Section
                 13(a) or  15(d)  of the  Securities  Exchange  Act of 1934,  as
                 amended (the "Exchange  Act"), or the latest  prospectus  filed
                 pursuant to Rule 424(b) under the  Securities  Act of 1933,  as
                 amended  (the "1933  Act"),  that  contains  audited  financial
                 statements  for the  Registrant's  latest fiscal year for which
                 such statements have been filed.

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

         (c)     The description of the  Registrant's  Common Stock contained in
                 the   Registrant's   registration   statement  filed  with  the
                 Commission under Section 12 of the Exchange Act,  including any
                 amendment  or report  filed for the  purpose of  updating  such
                 description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein 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 as to Interests of Named Experts and Counsel.

         The  consolidated  balance  sheets as of February 28, 1994 and 1995 and
the consolidated  statements of operations,  shareholders' equity and cash flows
for each of the three  years in the period  ended  February  28,  1995,  and the
related  financial  statement  schedules   incorporated  by  reference  in  this
Registration  Statement and appearing in Registrant's Annual Report on Form 10-K
filed May 25,  1995  (File  Number  0-18268)  have been  incorporated  herein in
reliance upon the report of Coopers & Lybrand  L.L.P.,.independent  accountants,
given upon the authority of that firm as experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  provisions  of Section 317 of the  California  Corporations  Code,
Article VI of the Registrant's  Articles of Incorporation  and Article VI of the
Registrant's By-laws 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

                                      -1-
<PAGE>
director or officer of the  Registrant.  The  Registrant's  directors  have also
entered into Indemnity  Agreements  with the Registrant that give such directors
contractual  assurances regarding the scope of the indemnification and liability
limitations set forth in the Registrant's Articles of Incorporation and By-laws.
The indemnification  may be sufficiently broad to permit  indemnification of the
Registrant's  officers and directors for liabilities arising under the 1933 Act.
In addition,  Article V of the Registrant's  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 with a per annum policy limit of  $1,000,000,  all claims and  coverages,
and a deductible of $100,000 per annum.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

The following exhibits are filed herewith:

         4.01      Registrant's Amended and Restated Articles of Incorporation.

         4.02      Registrant's  Bylaws,  as  amended to date  (incorporated  by
                   reference to Exhibit 3.03 to the  Registrant's  Form 10-Q for
                   the quarter ended August 31, 1993).

         4.03      Doctor Design, Inc. 1991 Stock  Option  Plan, as  amended  to
                   date.

         5.01      Opinion of Fenwick & West.

         23.01     Consent of Fenwick & West (included in Exhibit 5.01).

         23.02     Consent of Coopers & Lybrand L.L.P.

         24.01     Power of Attorney (see page 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.  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; and

                                      -2-
<PAGE>
                         (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 (1)(ii) above 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 to
the Commission 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-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  that 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.

         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 provisions  discussed in Item 6 hereof, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  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 hereby, 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.

                                      -3-

<PAGE>
                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  and  corporation
whose signature  appears below  constitutes  and appoints  Narendra K. Gupta and
Steven   Sipowicz,   and  each  of  them,  his,  her  or  its  true  and  lawful
attorneys-in-fact and agents with full power of substitution, for him, her or it
and in his, her or its name, place and stead, in any and all capacities, to sign
any  and  all   amendments   (including   post-effective   amendments)  to  this
Registration  Statement  on Form  S-8,  and to file the same  with all  exhibits
thereto and all  documents in  connection  therewith,  with the  Securities  and
Exchange Commission,  granting unto 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 and about the  premises,  as fully to all
intents  and  purposes  as he,  she or it might or  could do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or his, her, its or their  substitute or  substitutes,  may lawfully do or
cause to be done by virtue hereof.


                                   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 Santa Clara, State of California, on this 22nd day of
February, 1996.

                                            INTEGRATED SYSTEMS, INC.


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

<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
                ---------                                  -----                              ----
<S>                                         <C>                                       <C>
PRINCIPAL EXECUTIVE OFFICERS:

/s/ Naren Gupta                             Secretary and Chairman of the Board of    February 22, 1996
------------------------------------
Narendra K. Gupta                           Directors

/s/ David P. St. Charles                    President, Chief Executive Officer and    February 22, 1996
------------------------------------
David P. St. Charles                        Director

PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER:

/s/ Steven Sipowicz                         Vice President, Finance and               February 22, 1996
------------------------------------
Steven Sipowicz                             Chief Financial Officer

                                      -4-
<PAGE>

ADDITIONAL DIRECTORS:

                                            Director                                  February 22, 1996
---------------------------
John C. Bolger

/s/ Vinita Gupta                            Director                                  February 22, 1996
---------------------------
Vinita Gupta

                                            Director                                  February 22, 1996
---------------------------
Thomas Kailath

/s/ Richard C. Murphy                       Director                                  February 22, 1996
---------------------------
Richard C. Murphy

</TABLE>

                                      -5-
<PAGE>

                                  Exhibit Index


Exhibit                                                         Description


4.01            Registrant's Amended and Restated Articles of Incorporation.

4.02            Registrant's  Bylaws,  as  amended  to date  (incorporated  by
                reference  to Exhibit 3.03 to the  Registrant's  Form 10-Q for
                the quarter ended August 31, 1993).

4.03            Doctor Design, Inc. 1991 Stock Option Plan, as amended to date.

5.01            Opinion of Fenwick & West.

23.01           Consent of Fenwick & West (included in Exhibit 5.01).

23.02           Consent of Coopers & Lybrand L.L.P.

24.01           Power of Attorney (see page 4).


                                      -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16639}]
{"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": "333-01145", "film-number": "96524023"}, "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 February 22, 1996
                                                   Registration  No. 33-       

                       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.)

                                 3260 Jay Street
                       Santa Clara, California 95054-3309
                    (Address of principal executive offices)

      OPTIONS GRANTED UNDER THE DOCTOR DESIGN, INC. 1991 STOCK OPTION PLAN
                     AND ASSUMED BY INTEGRATED SYSTEMS, INC.
                            (Full title of the Plan)

                                Narendra K. Gupta
                            Integrated Systems, Inc.
                                 3260 Jay Street
                       Santa Clara, California 95054-3309
                                 (408) 980-1500
            (Name, address and telephone number of agent for service)

                                   COPIES TO:
                           Katherine T. Tallman, Esq.
                                 Fenwick & West
                              Two Palo Alto Square
                           Palo Alto, California 94306

                         CALCULATION OF REGISTRATION FEE
                    ----------------------------------------

                                   Proposed        Proposed
                                    Maximum         Maximum
 Title of           Amount         Offering        Aggregate          Amount of
Securities to        to be         Price Per       Offering         Registration
be Registered     Registered         Share           Price               Fee
--------------------------------------------------------------------------------
                                               
Common Stock      131,862(1)      $1.9279(2)      $254,217(2)        $100.00(3)
--------------------------------------------------------------------------------

(1)   Shares subject to options assumed as of January 26, 1996.

(2)   Weighted  average per share exercise price of outstanding  options assumed
      as of January 26, 1996.

(3)   Represents the statutory minimum filing fee, which is greater than 1/29 of
      1% of $254,217.
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)     The Registrant's latest annual report filed pursuant to Section
                 13(a) or  15(d)  of the  Securities  Exchange  Act of 1934,  as
                 amended (the "Exchange  Act"), or the latest  prospectus  filed
                 pursuant to Rule 424(b) under the  Securities  Act of 1933,  as
                 amended  (the "1933  Act"),  that  contains  audited  financial
                 statements  for the  Registrant's  latest fiscal year for which
                 such statements have been filed.

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

         (c)     The description of the  Registrant's  Common Stock contained in
                 the   Registrant's   registration   statement  filed  with  the
                 Commission under Section 12 of the Exchange Act,  including any
                 amendment  or report  filed for the  purpose of  updating  such
                 description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein 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 as to Interests of Named Experts and Counsel.

         The  consolidated  balance  sheets as of February 28, 1994 and 1995 and
the consolidated  statements of operations,  shareholders' equity and cash flows
for each of the three  years in the period  ended  February  28,  1995,  and the
related  financial  statement  schedules   incorporated  by  reference  in  this
Registration  Statement and appearing in Registrant's Annual Report on Form 10-K
filed May 25,  1995  (File  Number  0-18268)  have been  incorporated  herein in
reliance upon the report of Coopers & Lybrand  L.L.P.,.independent  accountants,
given upon the authority of that firm as experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  provisions  of Section 317 of the  California  Corporations  Code,
Article VI of the Registrant's  Articles of Incorporation  and Article VI of the
Registrant's By-laws 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

                                      -1-
director or officer of the  Registrant.  The  Registrant's  directors  have also
entered into Indemnity  Agreements  with the Registrant that give such directors
contractual  assurances regarding the scope of the indemnification and liability
limitations set forth in the Registrant's Articles of Incorporation and By-laws.
The indemnification  may be sufficiently broad to permit  indemnification of the
Registrant's  officers and directors for liabilities arising under the 1933 Act.
In addition,  Article V of the Registrant's  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 with a per annum policy limit of  $1,000,000,  all claims and  coverages,
and a deductible of $100,000 per annum.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

The following exhibits are filed herewith:

         4.01      Registrant's Amended and Restated Articles of Incorporation.

         4.02      Registrant's  Bylaws,  as  amended to date  (incorporated  by
                   reference to Exhibit 3.03 to the  Registrant's  Form 10-Q for
                   the quarter ended August 31, 1993).

         4.03      Doctor Design, Inc. 1991 Stock  Option  Plan, as  amended  to
                   date.

         5.01      Opinion of Fenwick & West.

         23.01     Consent of Fenwick & West (included in Exhibit 5.01).

         23.02     Consent of Coopers & Lybrand L.L.P.

         24.01     Power of Attorney (see page 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.  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; and

                                      -2-
(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 (1)(ii) above 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 to
the Commission 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-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  that 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.

         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 provisions  discussed in Item 6 hereof, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  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 hereby, 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.

                                      -3-
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  and  corporation
whose signature  appears below  constitutes  and appoints  Narendra K. Gupta and
Steven   Sipowicz,   and  each  of  them,  his,  her  or  its  true  and  lawful
attorneys-in-fact and agents with full power of substitution, for him, her or it
and in his, her or its name, place and stead, in any and all capacities, to sign
any  and  all   amendments   (including   post-effective   amendments)  to  this
Registration  Statement  on Form  S-8,  and to file the same  with all  exhibits
thereto and all  documents in  connection  therewith,  with the  Securities  and
Exchange Commission,  granting unto 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 and about the  premises,  as fully to all
intents  and  purposes  as he,  she or it might or  could do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or his, her, its or their  substitute or  substitutes,  may lawfully do or
cause to be done by virtue hereof.

                                   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 Santa Clara, State of California, on this 22nd day of
February, 1996.

                                            INTEGRATED SYSTEMS, INC.

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

         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/ Naren Gupta                             Secretary and Chairman of the Board of    February 22, 1996
------------------------------------
Narendra K. Gupta                           Directors

/s/ David P. St. Charles                    President, Chief Executive Officer and    February 22, 1996
------------------------------------
David P. St. Charles                        Director

PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER:

/s/ Steven Sipowicz                         Vice President, Finance and               February 22, 1996
------------------------------------
Steven Sipowicz                             Chief Financial Officer

                                      -4-
ADDITIONAL DIRECTORS:

                                            Director                                  February 22, 1996
---------------------------
John C. Bolger

/s/ Vinita Gupta                            Director                                  February 22, 1996
---------------------------
Vinita Gupta

                                            Director                                  February 22, 1996
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Thomas Kailath

/s/ Richard C. Murphy                       Director                                  February 22, 1996
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Richard C. Murphy
-5-
Exhibit Index

Exhibit                                                         Description

4.01            Registrant's Amended and Restated Articles of Incorporation.

4.02            Registrant's  Bylaws,  as  amended  to date  (incorporated  by
                reference  to Exhibit 3.03 to the  Registrant's  Form 10-Q for
                the quarter ended August 31, 1993).

4.03            Doctor Design, Inc. 1991 Stock Option Plan, as amended to date.

5.01            Opinion of Fenwick & West.

23.01           Consent of Fenwick & West (included in Exhibit 5.01).

23.02           Consent of Coopers & Lybrand L.L.P.

24.01           Power of Attorney (see page 4).

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