As filed with the Securities and Exchange Commission on September 27, 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.)

                             201 Moffett Park Drive
                           Sunnyvale, California 94089
                    (Address of principal executive offices)

            Options granted under the Epilogue Technology Corporation
                             1994 Stock Option Plan
                     and assumed by Integrated Systems, Inc.
                            (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)

                                   Copies to:
                               Mona Chandra, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306
<TABLE>

                                          CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>

                               Amount            Proposed Maximum       Proposed Maximum
 Title of Securities            to be             Offering Price       Aggregate Offering         Amount of
   to be Registered          Registered              Per Share               Price            Registration Fee
- ------------------------------------------------------------------------------------------------------------------

<S>                               <C>                      <C>                    <C>                    <C>    
Common Stock                      69,033(1)                $7.50(2)               $517,748               $178.00
- ------------------------------------------------------------------------------------------------------------------
<FN>

(1)   Shares subject to options assumed as of July 29, 1996.

(2)   Weighted  average per share exercise price of outstanding  options assumed
      as of July 29, 1996.
</FN>
</TABLE>

<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, 1995 and 1996 and
the consolidated  statements of operations,  shareholders' equity and cash flows
for each of the three  years in the period  ended  February  28,  1996,  and the
related  financial   statement  schedule   incorporated  by  reference  in  this
Registration  Statement and appearing in Registrant's Annual Report on Form 10-K
filed April 12, 1996 (File  Number  0-18268)  have been  incorporated  herein in
reliance upon the report of Coopers & Lybrand L.L.P., independent accountants.

                                      - 2 -
<PAGE>

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
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  Articles of Incorporation and By-laws.  The indemnification may be
sufficiently  broad to  permit  indemnification  of the  Registrant's  executive
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
                   (incorporated   by  reference  to  Exhibit   3.01(i)  to  the
                   Registrants' Form 10-K for the year ended February 28, 1996).

         4.02      Registrant's Bylaws, as amended to date.

         4.03      Epilogue Technology  Corporation  1994 Stock Option Plan,  as
                   amended to date.

         5.01      Opinion of Fenwick & West LLP.

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

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

         24.01     Power of Attorney (see page 6).


                                      - 3 -
<PAGE>

ITEM 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

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

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

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

                (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


                                      - 4 -
<PAGE>

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.




                                      - 5 -

<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 Sunnyvale,  State of California, on this 26th day of
September, 1996.


                                            INTEGRATED SYSTEMS, INC.



                                            By: /s/ Narendra K. 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/ Narendra K. Gupta                       Secretary and Chairman of the             September 26, 1996
- ------------------------------------        Board of Directors
Narendra K. Gupta                           

/s/ David P. St. Charles                    President, Chief Executive                September 26, 1996
- ------------------------------------        Officer and Director
David P. St. Charles                        


                                      - 6 -
<PAGE>


Principal Financial Officer and Principal Accounting Officer:



/s/ Steven Sipowicz                         Vice President, Finance                   September 26, 1996
- ------------------------------------
Steven Sipowicz


Additional Directors:


/s/ Thomas Kailath                          Director                                  September 26, 1996
- ------------------------------------
Thomas Kailath                                                                        

/s/ Vinita Gupta                            Director                                  September 26, 1996
- ------------------------------------
Vinita Gupta                                                                          

/s/ John C. Bolger                          Director                                  September 26, 1996
- ------------------------------------
John C. Bolger                                                                        

/s/ Richard C. Murphy                       Director                                  September 26, 1996
- ------------------------------------
Richard C. Murphy                                                                     

</TABLE>


                                      - 7 -

<PAGE>

                                  Exhibit Index




Exhibit           Description
- -------           -----------

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

4.02              Registrant's Bylaws, as amended to date.

4.03              Epilogue  Technology  Corporation  1994 Stock Option Plan,  as
                  amended to date.

5.01              Opinion of Fenwick & West LLP.

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

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

24.01             Power of Attorney (see page 6).


                                      - 8 -
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17312}]
{"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": "333-12799", "film-number": "96635355"}, "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 27, 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.)

                             201 Moffett Park Drive
                           Sunnyvale, California 94089
                    (Address of principal executive offices)

            Options granted under the Epilogue Technology Corporation
                             1994 Stock Option Plan
                     and assumed by Integrated Systems, Inc.
                            (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)

                                   Copies to:
                               Mona Chandra, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                                          CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
Amount            Proposed Maximum       Proposed Maximum
 Title of Securities            to be             Offering Price       Aggregate Offering         Amount of
   to be Registered          Registered              Per Share               Price            Registration Fee
- ------------------------------------------------------------------------------------------------------------------
Common Stock                      69,033(1)                $7.50(2)               $517,748               $178.00
- ------------------------------------------------------------------------------------------------------------------
(1)   Shares subject to options assumed as of July 29, 1996.

(2)   Weighted  average per share exercise price of outstanding  options assumed
      as of July 29, 1996.
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, 1995 and 1996 and
the consolidated  statements of operations,  shareholders' equity and cash flows
for each of the three  years in the period  ended  February  28,  1996,  and the
related  financial   statement  schedule   incorporated  by  reference  in  this
Registration  Statement and appearing in Registrant's Annual Report on Form 10-K
filed April 12, 1996 (File  Number  0-18268)  have been  incorporated  herein in
reliance upon the report of Coopers & Lybrand L.L.P., independent accountants.

                                      - 2 -
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
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  Articles of Incorporation and By-laws.  The indemnification may be
sufficiently  broad to  permit  indemnification  of the  Registrant's  executive
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
                   (incorporated   by  reference  to  Exhibit   3.01(i)  to  the
                   Registrants' Form 10-K for the year ended February 28, 1996).

         4.02      Registrant's Bylaws, as amended to date.

         4.03      Epilogue Technology  Corporation  1994 Stock Option Plan,  as
                   amended to date.

         5.01      Opinion of Fenwick & West LLP.

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

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

         24.01     Power of Attorney (see page 6).

                                      - 3 -
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

                (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

                                      - 4 -
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.

                                      - 5 -
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 Sunnyvale,  State of California, on this 26th day of
September, 1996.

                                            INTEGRATED SYSTEMS, INC.

                                            By: /s/ Narendra K. 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/ Narendra K. Gupta                       Secretary and Chairman of the             September 26, 1996
- ------------------------------------        Board of Directors
Narendra K. Gupta                           

/s/ David P. St. Charles                    President, Chief Executive                September 26, 1996
- ------------------------------------        Officer and Director
David P. St. Charles                        

                                      - 6 -
Principal Financial Officer and Principal Accounting Officer:

/s/ Steven Sipowicz                         Vice President, Finance                   September 26, 1996
- ------------------------------------
Steven Sipowicz

Additional Directors:

/s/ Thomas Kailath                          Director                                  September 26, 1996
- ------------------------------------
Thomas Kailath                                                                        

/s/ Vinita Gupta                            Director                                  September 26, 1996
- ------------------------------------
Vinita Gupta                                                                          

/s/ John C. Bolger                          Director                                  September 26, 1996
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John C. Bolger                                                                        

/s/ Richard C. Murphy                       Director                                  September 26, 1996
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Richard C. Murphy
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Exhibit Index

Exhibit           Description
- -------           -----------

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

4.02              Registrant's Bylaws, as amended to date.

4.03              Epilogue  Technology  Corporation  1994 Stock Option Plan,  as
                  amended to date.

5.01              Opinion of Fenwick & West LLP.

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

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

24.01             Power of Attorney (see page 6).

                                      - 8 -