Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933


                                 SOFTWORKS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                        52-1092916
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

5845 Richmond Highway, Suite 400, Alexandria, Virginia       22303
(Address of principal executive offices)                   (Zip Code)

               SOFTWORKS, INC. 1999 STOCK OPTION PLAN, AS AMENDED
                            (Full Title of the Plan)

                            Judy G. Carter, President
                                 Softworks, Inc.
                              5845 Richmond Highway
                           Alexandria, Virginia 22303
                     (Name and address of agent for service)

                                 (703) 317-2424
          (Telephone number, including area code, of agent for service)

                                    copy to:
                            Nancy D. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
    Title of Each                            Proposed Minimum     Proposed Maximum
 Class of Securities      Amount to be     Offering Price Per    Aggregate Offering        Amount of
  To be Registered         Registered          Security (1)            Price (1)        Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                     <C>                        <C>               <C>                 <C>
  Common Stock,
   par value $.10       1,500,000 shs.(2)          $9.6250           $14,437,500         $3,812
     per share
=========================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the last reported  sales price of the Company's  Common Stock on the Nasdaq
Stock Market on December 27, 1999.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable  pursuant to anti-dilution  and
adjustment provisions of the Plan.
</FN>
</TABLE>
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

Softworks hereby incorporates by reference into this Registration  Statement the
documents listed in (a) and (b) below:

     (a)  Softworks  Annual  Report  on Form  10-K  for the  fiscal  year  ended
          December 31, 1998;

     (b)  Softworks Quarterly Reports on Form 10-Q for the fiscal quarters ended
          March 31, 1999, June 30, 1999 and September 30, 1999; and

     (c)  The  description  of the class of  securities  to be offered  which is
          contained in a  registration  statement  filed under Section 12 of the
          Securities  Exchange  Act of 1934 (File No.  0-24719),  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All documents  subsequently  filed by Softworks pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which indicates that all securities offered have been sold or which
deregisters  all such 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 filing of such documents.

Item 4. Description of Securities.
        -------------------------

Not applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

Members  of the law firm of Blau,  Kramer,  Wactlar  &  Lieberman,  P.C.  own an
aggregate 35,000 shares of Common Stock.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

Softworks,  a Delaware corporation,  is empowered by Section 145 of the Delaware
General  Corporation  Law (the  "Delaware  Act"),  subject to the procedures and
limitations  stated therein,  to indemnify  certain parties.  Section 145 of the
Delaware  Act  provides  in part  that a  corporation  shall  have the  power to
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened,  pending or completed action,  suit or proceeding (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another  corporation or other enterprise,  against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation,  and with respect
to any criminal  action or  proceeding  had no  reasonable  cause to believe his
conduct was unlawful.  Similar  indemnity is authorized for such persons against
expenses (including attorneys' fees) actually and reasonably incurred in defense
or settlement of any  threatened,  pending or completed  action or suit by or in
the right of the corporation, if such person acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise  provides)  such  person  shall not have been  adjudged  liable to the
corporation.  Any such  indemnification  may be made only as  authorized in each
specific  case  upon  a  determination  by  the  stockholders  or  disinterested
directors  that  indemnification  is proper  because the  indemnitee has met the
applicable standard of conduct.  Where an officer or a director is successful on
the merits or  otherwise  in the defense of any action  referred  to above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director  actually or  reasonably  incurred.  Section 145 provides  further that
indemnification  pursuant to its  provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any law, agreement, vote
of stockholders or disinterested directors or otherwise.
<PAGE>
Softworks'  Certificate of  Incorporation  and By-laws  contain  provisions that
limit the potential personal liability of directors for certain monetary damages
and provide  for  indemnity  of  directors  and other  persons.  Softworks  also
maintains officers and directors liability insurance. The policy coverage is $10
million,  which  includes  reimbursement  for  costs  and  fees,  with a maximum
deductible  for officers and  directors of $200,000 for each  securities-related
claim and $75,000 for each non-securities-  related claim.  Softworks is unaware
of any pending or threatened  litigation against Softworks or its directors that
would result in any liability for which such director would seek indemnification
or similar protection.

The  provisions  affecting  personal  liability  do not  abrogate  a  director's
fiduciary  duty  to  Softworks  and its  stockholders,  but  eliminate  personal
liability for monetary  damages for breach of that duty.  The provisions do not,
however,  eliminate  or limit the  liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for authorizing  the illegal  payment of a dividend or repurchase of stock,  for
obtaining an improper  personal  benefit,  for  breaching a  director's  duty of
loyalty  (which  is  generally  described  as  the  duty  not to  engage  in any
transaction  that  involves a conflict  between the  interests of Softworks  and
those of the director) or for  violations of the federal  securities  laws.  The
provisions  also limit or indemnify  against  liability  resulting  from grossly
negligent decisions,  including grossly negligent business decisions relating to
attempts   to  change   control   of   Softworks.

The provisions  regarding  indemnification  provide, in essence,  that Softworks
will  indemnify its directors  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action,  suit or proceeding arising out of the director's
status as a director of Softworks,  including actions brought by or on behalf of
Softworks  (shareholder  derivative  actions).  The  provisions do not require a
showing  of good  faith.  Moreover,  they  do not  provide  indemnification  for
liability  arising  out  of  willful  misconduct,   fraud,  or  dishonesty,  for
"short-swing"  profits  violations under the federal securities laws, or for the
receipt  of  illegal   remuneration.   The   provisions   also  do  not  provide
indemnification  for any  liability  to the extent such  liability is covered by
insurance.  One purpose of the provisions is to supplement the coverage provided
by such insurance.

These provisions diminish the potential rights of action that might otherwise be
available to stockholders by limiting the liability of officers and directors to
the maximum extent allowable under Delaware law and by affording indemnification
against most damages and  settlement  amounts paid by a director of Softworks in
connection with any stockholders  derivative action.  However, the provisions do
not have the effect of limiting the right of a stockholder  to enjoin a director
from taking  actions in breach of the  director's  fiduciary  duty,  or to cause
Softworks  to rescind  actions  already  taken,  although as a practical  matter
courts may be unwilling to grant such  equitable  remedies in  circumstances  in
which such actions have already been taken.

Softworks  has  entered  into  indemnification  agreements  with  certain of its
officers.  The  indemnification  agreements  provide for  reimbursement  for all
direct and indirect costs of any type or nature whatsoever (including attorneys'
fees and related  disbursements)  actually and reasonably incurred in connection
with  either  the  investigation,  defense  or  appeal  of a  legal  proceeding,
including  amounts  paid  in  settlement  by  or  on  behalf  of  an  indemnitee
thereunder.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

Not applicable.

Item 8. Exhibits.
        --------

     4.1  1999 Stock Option Plan, as amended
     5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.
     23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in their
opinion filed as Exhibit 5.
     23.2 Consent of Arthur Andersen LLP
     24   Powers of Attorney.
<PAGE>
Item 9. Undertakings.
        ------------

 (a) The undersigned hereby undertakes:

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

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

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

          (iii) To include any material  information with respect to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement;
          provided,  however,  that  paragraphs  (a)(l)(i) and (a)(l)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          by the  Registrant  pursuant  to section  13 or  section  15(d) of the
          Securities  Exchange Act of 1934 that are incorporated by reference in
          the Registration Statement.

     (2)  That,  for  the  purposes  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.

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 policy
as  expressed  in the Act and will be  governed  by final  adjudication  of such
issue.
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
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 Alexandria, Virginia on the 27th day of December, 1999.

                              SOFTWORKS, INC.


                              By: /s/ J. G. Carter
                                ----------------------------------
                                Judy G. Carter,
                                President and Director (Chief Executive Officer)

                       POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has  been  signed  on  December  27,  1999 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Judy G. Carter and Robert McLaughlin, and
each of them acting individually,  with full power of substitution, our true and
lawful  attorneys-in-fact  and  agents to do any and all acts and  things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem  necessary or advisable to enable  Softworks,  Inc. to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

          Signature                     Title
          ---------                     -----

-------------------            Chairman of the Board and Director
James A. Cannavino


/s/ J.G. Carter                President, Chief Executive Officer and a Director
Judy G. Carter


/s/ C.R. Kinsey                Vice President and Secretary
C. R. Kinsey, III


/s/ R.C. McLaughlin            Treasurer and Chief Financial Officer
Robert C. McLaughlin


/s/ Charles Feld               Director
Charles Feld


/s/ Dennis Murray              Director
Dennis Murray


-------------------            Director
Bernard Puckett
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                 SOFTWORKS, INC.




                         Form S-8 Registration Statement




                           E X H I B I T    I N D E X




                                                         Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number        Exhibit Description                        including Exhibit Pages
-------       -------------------                        -----------------------

4.1    1999 Stock Option Plan, as amended. . . . . . .

5      Opinion and Consent of Counsel. . . . . . . . .

23.1   Consent of Counsel. . . . . . . . . . . . . . .        See Exhibit 5

23.2   Consent of Arthur Andersen LLP. . . . . . . . .

24     Powers of Attorney. . . . . . . . . . . . . . .      See signature page
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19508}]
{"company-data": {"conformed-name": "SOFTWORKS INC", "cik": "0001062621", "assigned-sic": "7372", "irs-number": "521092916", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93743", "film-number": "99782452"}, "business-address": {"street1": "5845 RICHMOND HIGHWAY", "street2": "STE 400", "city": "ALEXANDRIA", "state": "VA", "zip": "22303", "phone": "7033172424"}, "mail-address": {"street1": "5845 RICHMOND HIGHWAY", "street2": "STE 400", "city": "ALEXANDRIA", "state": "VA", "zip": "22303"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                 SOFTWORKS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                        52-1092916
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

5845 Richmond Highway, Suite 400, Alexandria, Virginia       22303
(Address of principal executive offices)                   (Zip Code)

               SOFTWORKS, INC. 1999 STOCK OPTION PLAN, AS AMENDED
                            (Full Title of the Plan)

                            Judy G. Carter, President
                                 Softworks, Inc.
                              5845 Richmond Highway
                           Alexandria, Virginia 22303
                     (Name and address of agent for service)

                                 (703) 317-2424
          (Telephone number, including area code, of agent for service)

                                    copy to:
                            Nancy D. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
    Title of Each                            Proposed Minimum     Proposed Maximum
 Class of Securities      Amount to be     Offering Price Per    Aggregate Offering        Amount of
  To be Registered         Registered          Security (1)            Price (1)        Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock,
   par value $.10       1,500,000 shs.(2)          $9.6250           $14,437,500         $3,812
     per share
=========================================================================================================
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the last reported  sales price of the Company's  Common Stock on the Nasdaq
Stock Market on December 27, 1999.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable  pursuant to anti-dilution  and
adjustment provisions of the Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

Softworks hereby incorporates by reference into this Registration  Statement the
documents listed in (a) and (b) below:

     (a)  Softworks  Annual  Report  on Form  10-K  for the  fiscal  year  ended
          December 31, 1998;

     (b)  Softworks Quarterly Reports on Form 10-Q for the fiscal quarters ended
          March 31, 1999, June 30, 1999 and September 30, 1999; and

     (c)  The  description  of the class of  securities  to be offered  which is
          contained in a  registration  statement  filed under Section 12 of the
          Securities  Exchange  Act of 1934 (File No.  0-24719),  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All documents  subsequently  filed by Softworks pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which indicates that all securities offered have been sold or which
deregisters  all such 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 filing of such documents.

Item 4. Description of Securities.
        -------------------------

Not applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

Members  of the law firm of Blau,  Kramer,  Wactlar  &  Lieberman,  P.C.  own an
aggregate 35,000 shares of Common Stock.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

Softworks,  a Delaware corporation,  is empowered by Section 145 of the Delaware
General  Corporation  Law (the  "Delaware  Act"),  subject to the procedures and
limitations  stated therein,  to indemnify  certain parties.  Section 145 of the
Delaware  Act  provides  in part  that a  corporation  shall  have the  power to
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened,  pending or completed action,  suit or proceeding (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another  corporation or other enterprise,  against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation,  and with respect
to any criminal  action or  proceeding  had no  reasonable  cause to believe his
conduct was unlawful.  Similar  indemnity is authorized for such persons against
expenses (including attorneys' fees) actually and reasonably incurred in defense
or settlement of any  threatened,  pending or completed  action or suit by or in
the right of the corporation, if such person acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise  provides)  such  person  shall not have been  adjudged  liable to the
corporation.  Any such  indemnification  may be made only as  authorized in each
specific  case  upon  a  determination  by  the  stockholders  or  disinterested
directors  that  indemnification  is proper  because the  indemnitee has met the
applicable standard of conduct.  Where an officer or a director is successful on
the merits or  otherwise  in the defense of any action  referred  to above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director  actually or  reasonably  incurred.  Section 145 provides  further that
indemnification  pursuant to its  provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any law, agreement, vote
of stockholders or disinterested directors or otherwise.
Softworks'  Certificate of  Incorporation  and By-laws  contain  provisions that
limit the potential personal liability of directors for certain monetary damages
and provide  for  indemnity  of  directors  and other  persons.  Softworks  also
maintains officers and directors liability insurance. The policy coverage is $10
million,  which  includes  reimbursement  for  costs  and  fees,  with a maximum
deductible  for officers and  directors of $200,000 for each  securities-related
claim and $75,000 for each non-securities-  related claim.  Softworks is unaware
of any pending or threatened  litigation against Softworks or its directors that
would result in any liability for which such director would seek indemnification
or similar protection.

The  provisions  affecting  personal  liability  do not  abrogate  a  director's
fiduciary  duty  to  Softworks  and its  stockholders,  but  eliminate  personal
liability for monetary  damages for breach of that duty.  The provisions do not,
however,  eliminate  or limit the  liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for authorizing  the illegal  payment of a dividend or repurchase of stock,  for
obtaining an improper  personal  benefit,  for  breaching a  director's  duty of
loyalty  (which  is  generally  described  as  the  duty  not to  engage  in any
transaction  that  involves a conflict  between the  interests of Softworks  and
those of the director) or for  violations of the federal  securities  laws.  The
provisions  also limit or indemnify  against  liability  resulting  from grossly
negligent decisions,  including grossly negligent business decisions relating to
attempts   to  change   control   of   Softworks.

The provisions  regarding  indemnification  provide, in essence,  that Softworks
will  indemnify its directors  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action,  suit or proceeding arising out of the director's
status as a director of Softworks,  including actions brought by or on behalf of
Softworks  (shareholder  derivative  actions).  The  provisions do not require a
showing  of good  faith.  Moreover,  they  do not  provide  indemnification  for
liability  arising  out  of  willful  misconduct,   fraud,  or  dishonesty,  for
"short-swing"  profits  violations under the federal securities laws, or for the
receipt  of  illegal   remuneration.   The   provisions   also  do  not  provide
indemnification  for any  liability  to the extent such  liability is covered by
insurance.  One purpose of the provisions is to supplement the coverage provided
by such insurance.

These provisions diminish the potential rights of action that might otherwise be
available to stockholders by limiting the liability of officers and directors to
the maximum extent allowable under Delaware law and by affording indemnification
against most damages and  settlement  amounts paid by a director of Softworks in
connection with any stockholders  derivative action.  However, the provisions do
not have the effect of limiting the right of a stockholder  to enjoin a director
from taking  actions in breach of the  director's  fiduciary  duty,  or to cause
Softworks  to rescind  actions  already  taken,  although as a practical  matter
courts may be unwilling to grant such  equitable  remedies in  circumstances  in
which such actions have already been taken.

Softworks  has  entered  into  indemnification  agreements  with  certain of its
officers.  The  indemnification  agreements  provide for  reimbursement  for all
direct and indirect costs of any type or nature whatsoever (including attorneys'
fees and related  disbursements)  actually and reasonably incurred in connection
with  either  the  investigation,  defense  or  appeal  of a  legal  proceeding,
including  amounts  paid  in  settlement  by  or  on  behalf  of  an  indemnitee
thereunder.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

Not applicable.

Item 8. Exhibits.
        --------

     4.1  1999 Stock Option Plan, as amended
     5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.
     23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in their
opinion filed as Exhibit 5.
     23.2 Consent of Arthur Andersen LLP
     24   Powers of Attorney.
Item 9. Undertakings.
        ------------

 (a) The undersigned hereby undertakes:

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

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

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

          (iii) To include any material  information with respect to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement;
          provided,  however,  that  paragraphs  (a)(l)(i) and (a)(l)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          by the  Registrant  pursuant  to section  13 or  section  15(d) of the
          Securities  Exchange Act of 1934 that are incorporated by reference in
          the Registration Statement.

     (2)  That,  for  the  purposes  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.

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 policy
as  expressed  in the Act and will be  governed  by final  adjudication  of such
issue.
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
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 Alexandria, Virginia on the 27th day of December, 1999.

                              SOFTWORKS, INC.

                              By: /s/ J. G. Carter
                                ----------------------------------
                                Judy G. Carter,
                                President and Director (Chief Executive Officer)

                       POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has  been  signed  on  December  27,  1999 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Judy G. Carter and Robert McLaughlin, and
each of them acting individually,  with full power of substitution, our true and
lawful  attorneys-in-fact  and  agents to do any and all acts and  things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem  necessary or advisable to enable  Softworks,  Inc. to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

          Signature                     Title
          ---------                     -----

-------------------            Chairman of the Board and Director
James A. Cannavino

/s/ J.G. Carter                President, Chief Executive Officer and a Director
Judy G. Carter

/s/ C.R. Kinsey                Vice President and Secretary
C. R. Kinsey, III

/s/ R.C. McLaughlin            Treasurer and Chief Financial Officer
Robert C. McLaughlin

/s/ Charles Feld               Director
Charles Feld

/s/ Dennis Murray              Director
Dennis Murray

-------------------            Director
Bernard Puckett
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SOFTWORKS, INC.

                         Form S-8 Registration Statement

                           E X H I B I T    I N D E X

                                                         Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number        Exhibit Description                        including Exhibit Pages
-------       -------------------                        -----------------------

4.1    1999 Stock Option Plan, as amended. . . . . . .

5      Opinion and Consent of Counsel. . . . . . . . .

23.1   Consent of Counsel. . . . . . . . . . . . . . .        See Exhibit 5

23.2   Consent of Arthur Andersen LLP. . . . . . . . .

24     Powers of Attorney. . . . . . . . . . . . . . .      See signature page