As filed with the Securities and Exchange Commission on September 30, 1999
                                                    Registration No. 333-

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                          ELECTRONICS FOR IMAGING, INC.
             (Exact name of registrant as specified in its charter)

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

       Delaware                                         94-3086355
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                303 Velocity Way
                       Foster City, California 94404-4803
                                 (650) 357-3500
                    (Address of principal executive offices)

                   1999 Equity Incentive Plan, as amended and
                            Management Graphics, Inc.
              1985 Nonqualified Stock Option Plan for Key Employees
                            (Full title of the plan)

                                    Dan Avida
                Chairman of the Board and Chief Executive Officer
                          Electronics For Imaging, Inc.
                                303 Velocity Way
                       Foster City, California 94404-4803
                                 (650) 357-3500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:

                             Andrei M. Manoliu, Esq.
                              Brett D. White, Esq.
                               Cooley Godward LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                           Palo Alto, California 94306
                                 (650) 843-5000

                             ----------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================================================================================================
 ============================= =================== ========================= ========================== =======================
 Title of Securities to be       Amount to be         Proposed Maximum          Proposed Maximum
         Registered               Registered         Offering Price Per     Aggregate Offering Price     Amount of Registration
                                                         Share (1)                     (1)                       Fee
 ---------------------------- ------------------- ------------------------- -------------------------- ------------------------
 <S>                                 <C>                <C>                          <C>                         <C>
 Stock Options and Common
 Stock (par value $.01)             4,534,168          $15.1352-$53.9375            $ 243,235,890               $67,619.58
 ============================ =================== ========================= ========================== ========================
================================================================================================================================
<FN>

(1)      Estimated  solely for the purpose of calculating  the amount of the  registration  fee pursuant to Rule 457(h) under the
         Securities  Act of 1933, as amended.  The offering  price per share and aggregate  offering price are based upon (a) the
         average of the high and low prices of Company's  Common Stock on September  28, 1999 as reported on the Nasdaq  National
         Market for shares  reserved for future grant pursuant to Electronics  For Imaging,  Inc.'s (the  "Company")  1999 Equity
         Incentive  Plan,  as amended,  and (b) the weighted  average  exercise  price for options  assumed by the Company  under
         Management Graphic, Inc.'s 1985 Nonqualified Stock Option Plan.
</FN>
</TABLE>

<PAGE>

<TABLE>
The chart below details the calculations of the registration fee:
<CAPTION>

- --------------------------------------- -------------------------------- ----------------------- --------------------
                                                                           Offering Price Per     Aggregate Offering
              Securities                       Number of Shares                  Share                   Price
- --------------------------------------- -------------------------------- ----------------------- --------------------
<S>                                             <C>                            <C>                   <C>
Shares issuable under the 1999 Equity
Incentive Plan, as amended                      4,500,000                      $53.9375              $242,718,750
- --------------------------------------- -------------------------------- ----------------------- --------------------
Shares issuable pursuant to assumed
options under Management Graphics,
Inc.'s 1985 Nonqualified Stock Option
Plan                                               34,168                      $15.1352                  $517,140
- --------------------------------------- -------------------------------- ----------------------- --------------------
</TABLE>

<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by Electronics  For Imaging,  Inc. (the
"Company")  with the Securities  and Exchange  Commission  are  incorporated  by
reference into this Registration Statement:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities Act of 1934, as amended (the "Exchange
Act").

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

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
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 offered
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 of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.


                            DESCRIPTION OF SECURITIES

Not Applicable.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware  General  Corporation Law the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such capacities,  including  liabilities  under the Securities
Act  of  1933  (the  "Securities  Act").  The  Company's  Amended  and  Restated
Certificate of Incorporation requires the Company to indemnify its directors and
officers to the extent  permitted  by Delaware  law. The  Company's  Amended and
Restated  Bylaws  require  the Company to  indemnify  its  directors,  officers,
employees  and agents,  to the extent  permitted by Delaware law as in effect on
the date the Bylaws were adopted.  The Bylaws also permit the company to advance
expenses incurred in defending civil or criminal actions,  suits or proceedings,
as authorized by the Board of Directors  upon receipt of an  undertaking  by the
advanced party to repay such advances if it is ultimately  determined  that such
party is not entitled to indemnification.

         The Company  has entered  into  indemnity  agreements  with each of its
directors and executive officers.  Such indemnity  agreements contain provisions
which are in some respects broader than the specific indemnification  provisions
contained in Delaware law.

                       EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.


<PAGE>


                                    EXHIBITS
Exhibit
Number

5.1               Opinion of Cooley Godward LLP.

23.1              Consent of PricewaterhouseCoopers LLP.

23.3              Consent of Cooley  Godward  LLP.  Reference is made to Exhibit
                  5.1.

24.1              Power of Attorney is contained on the signature pages.

99.1              The Company's 1999 Equity Incentive Plan, as amended.

99.2*             Form of Stock Option Agreement under the 1999 Equity Incentive
                  Plan, as amended.

99.3              Management Graphics,  Inc. 1985 Nonqualified Stock Option Plan
                  for Key Employees.

99.4              Form of Stock Option Agreement under the Management  Graphics,
                  Inc. 1985 Nonqualified Stock Option Plan for Key Employees.

- -------------
* Documents  incorporated by reference from the Company's Registration Statement
on Form S-8, (333-85861), filed with the SEC on August 25, 1999.

                                  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

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

         (b) 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  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) 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.

2.       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 herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

3.       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 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 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


<PAGE>

         person  in  connection  with  the  securities  being  registered,   the
         registrant  will,  unless in the  opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public policy as expressed in the  Securities  Act and will be governed
         by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Foster City,  State of  California  on September 30,
1999.

                                     ELECTRONICS FOR IMAGING, INC.


                                     By:      /s/ Dan Avida
                                         --------------------------------------
                                              Dan Avida
                                              Chief Executive Officer and
                                              Chairman of the Board



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints Dan Avida and Eric Saltzman and each or
any one of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  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 connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  may lawfully do or cause to be
done by virtue hereof.

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


Signature                     Title                           Date

/s/ Dan Avida                 Chief Executive Officer         September 30, 1999
- -------------------------     and Chairman of the Board
     Dan Avida                (Principal Executive
                              Officer)

/s/ Eric Saltzman             Chief Financial Officer         September 30, 1999
- -------------------------     (Principal Financial
     Eric Saltzman            Officer and Accounting
                              Officer)

/s/ Cill Cogan                Director                        September 30, 1999
- -------------------------
     Cill Cogan


/s/ Dan Maydan                Director                        September 30, 1999
- -------------------------
     Dan Maydan

<PAGE>

/s/ Jean-Louis Gassee         Director                        September 30, 1999
- -------------------------
     Jean-Louis Gassee

/s/ Thomas I. Unterberg       Director                        September 30, 1999
- -------------------------
     Thomas I. Unterberg




<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                                      Description

5.1               Opinion of Cooley Godward LLP.

23.1              Consent of PricewaterhouseCoopers LLP.

23.3              Consent of Cooley  Godward  LLP.  Reference is made to Exhibit
                  5.1.

24.1              Power of Attorney is contained on the signature pages.

99.1              The Company's 1999 Equity Incentive Plan, as amended.

99.2*             Form of Stock Option Agreement under the 1999 Equity Incentive
                  Plan, as amended.

99.3              Management Graphics,  Inc. 1985 Nonqualified Stock Option Plan
                  for Key Employees.

99.4              Form of Stock Option Agreement under the Management  Graphics,
                  Inc. 1985 Nonqualified Stock Option Plan for Key Employees.

- -------------
* Documents  incorporated by reference from the Company's Registration Statement
on Form S-8, (333-85861), filed with the SEC on August 25, 1999.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17023}]
{"company-data": {"conformed-name": "ELECTRONICS FOR IMAGING INC", "cik": "0000867374", "assigned-sic": "3576", "irs-number": "943086355", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-88135", "film-number": "99720774"}, "business-address": {"street1": "303 VELOCITY WAY", "city": "FOSTER CITY", "state": "CA", "zip": "94404", "phone": "6503573500"}, "mail-address": {"street1": "2855 CAMPUS DRIVE", "city": "SAN MATEO", "state": "CA", "zip": "94403"}}
As filed with the Securities and Exchange Commission on September 30, 1999
                                                    Registration No. 333-

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                          ELECTRONICS FOR IMAGING, INC.
             (Exact name of registrant as specified in its charter)

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

       Delaware                                         94-3086355
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                303 Velocity Way
                       Foster City, California 94404-4803
                                 (650) 357-3500
                    (Address of principal executive offices)

                   1999 Equity Incentive Plan, as amended and
                            Management Graphics, Inc.
              1985 Nonqualified Stock Option Plan for Key Employees
                            (Full title of the plan)

                                    Dan Avida
                Chairman of the Board and Chief Executive Officer
                          Electronics For Imaging, Inc.
                                303 Velocity Way
                       Foster City, California 94404-4803
                                 (650) 357-3500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:

                             Andrei M. Manoliu, Esq.
                              Brett D. White, Esq.
                               Cooley Godward LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                           Palo Alto, California 94306
                                 (650) 843-5000

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

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
 ============================= =================== ========================= ========================== =======================
 Title of Securities to be       Amount to be         Proposed Maximum          Proposed Maximum
         Registered               Registered         Offering Price Per     Aggregate Offering Price     Amount of Registration
                                                         Share (1)                     (1)                       Fee
 ---------------------------- ------------------- ------------------------- -------------------------- ------------------------
Stock Options and Common
 Stock (par value $.01)             4,534,168          $15.1352-$53.9375            $ 243,235,890               $67,619.58
 ============================ =================== ========================= ========================== ========================
================================================================================================================================
(1)      Estimated  solely for the purpose of calculating  the amount of the  registration  fee pursuant to Rule 457(h) under the
         Securities  Act of 1933, as amended.  The offering  price per share and aggregate  offering price are based upon (a) the
         average of the high and low prices of Company's  Common Stock on September  28, 1999 as reported on the Nasdaq  National
         Market for shares  reserved for future grant pursuant to Electronics  For Imaging,  Inc.'s (the  "Company")  1999 Equity
         Incentive  Plan,  as amended,  and (b) the weighted  average  exercise  price for options  assumed by the Company  under
         Management Graphic, Inc.'s 1985 Nonqualified Stock Option Plan.
The chart below details the calculations of the registration fee:
- --------------------------------------- -------------------------------- ----------------------- --------------------
                                                                           Offering Price Per     Aggregate Offering
              Securities                       Number of Shares                  Share                   Price
- --------------------------------------- -------------------------------- ----------------------- --------------------
Shares issuable under the 1999 Equity
Incentive Plan, as amended                      4,500,000                      $53.9375              $242,718,750
- --------------------------------------- -------------------------------- ----------------------- --------------------
Shares issuable pursuant to assumed
options under Management Graphics,
Inc.'s 1985 Nonqualified Stock Option
Plan                                               34,168                      $15.1352                  $517,140
- --------------------------------------- -------------------------------- ----------------------- --------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by Electronics  For Imaging,  Inc. (the
"Company")  with the Securities  and Exchange  Commission  are  incorporated  by
reference into this Registration Statement:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities Act of 1934, as amended (the "Exchange
Act").

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

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
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 offered
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 of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                            DESCRIPTION OF SECURITIES

Not Applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware  General  Corporation Law the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such capacities,  including  liabilities  under the Securities
Act  of  1933  (the  "Securities  Act").  The  Company's  Amended  and  Restated
Certificate of Incorporation requires the Company to indemnify its directors and
officers to the extent  permitted  by Delaware  law. The  Company's  Amended and
Restated  Bylaws  require  the Company to  indemnify  its  directors,  officers,
employees  and agents,  to the extent  permitted by Delaware law as in effect on
the date the Bylaws were adopted.  The Bylaws also permit the company to advance
expenses incurred in defending civil or criminal actions,  suits or proceedings,
as authorized by the Board of Directors  upon receipt of an  undertaking  by the
advanced party to repay such advances if it is ultimately  determined  that such
party is not entitled to indemnification.

         The Company  has entered  into  indemnity  agreements  with each of its
directors and executive officers.  Such indemnity  agreements contain provisions
which are in some respects broader than the specific indemnification  provisions
contained in Delaware law.

                       EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.
EXHIBITS
Exhibit
Number

5.1               Opinion of Cooley Godward LLP.

23.1              Consent of PricewaterhouseCoopers LLP.

23.3              Consent of Cooley  Godward  LLP.  Reference is made to Exhibit
                  5.1.

24.1              Power of Attorney is contained on the signature pages.

99.1              The Company's 1999 Equity Incentive Plan, as amended.

99.2*             Form of Stock Option Agreement under the 1999 Equity Incentive
                  Plan, as amended.

99.3              Management Graphics,  Inc. 1985 Nonqualified Stock Option Plan
                  for Key Employees.

99.4              Form of Stock Option Agreement under the Management  Graphics,
                  Inc. 1985 Nonqualified Stock Option Plan for Key Employees.

- -------------
* Documents  incorporated by reference from the Company's Registration Statement
on Form S-8, (333-85861), filed with the SEC on August 25, 1999.

                                  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

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

         (b) 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  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) 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.

2.       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 herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

3.       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 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 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,   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.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Foster City,  State of  California  on September 30,
1999.

                                     ELECTRONICS FOR IMAGING, INC.

                                     By:      /s/ Dan Avida
                                         --------------------------------------
                                              Dan Avida
                                              Chief Executive Officer and
                                              Chairman of the Board

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints Dan Avida and Eric Saltzman and each or
any one of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  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 connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  may lawfully do or cause to be
done by virtue hereof.

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

Signature                     Title                           Date

/s/ Dan Avida                 Chief Executive Officer         September 30, 1999
- -------------------------     and Chairman of the Board
     Dan Avida                (Principal Executive
                              Officer)

/s/ Eric Saltzman             Chief Financial Officer         September 30, 1999
- -------------------------     (Principal Financial
     Eric Saltzman            Officer and Accounting
                              Officer)

/s/ Cill Cogan                Director                        September 30, 1999
- -------------------------
     Cill Cogan

/s/ Dan Maydan                Director                        September 30, 1999
- -------------------------
     Dan Maydan
/s/ Jean-Louis Gassee         Director                        September 30, 1999
- -------------------------
     Jean-Louis Gassee

/s/ Thomas I. Unterberg       Director                        September 30, 1999
- -------------------------
     Thomas I. Unterberg
EXHIBIT INDEX

Exhibit
Number                                      Description

5.1               Opinion of Cooley Godward LLP.

23.1              Consent of PricewaterhouseCoopers LLP.

23.3              Consent of Cooley  Godward  LLP.  Reference is made to Exhibit
                  5.1.

24.1              Power of Attorney is contained on the signature pages.

99.1              The Company's 1999 Equity Incentive Plan, as amended.

99.2*             Form of Stock Option Agreement under the 1999 Equity Incentive
                  Plan, as amended.

99.3              Management Graphics,  Inc. 1985 Nonqualified Stock Option Plan
                  for Key Employees.

99.4              Form of Stock Option Agreement under the Management  Graphics,
                  Inc. 1985 Nonqualified Stock Option Plan for Key Employees.

- -------------
* Documents  incorporated by reference from the Company's Registration Statement
on Form S-8, (333-85861), filed with the SEC on August 25, 1999.