As filed with the Securities and Exchange Commission on April 1, 1997
                              Registration No. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                               -------------------

                       COMPUTER MANAGEMENT SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

                  Florida                               59-2264633
       (State or other jurisdiction        (I.R.S. Employer Identification No.)
     of incorporation or organization)

8133 Baymeadows Way, Jacksonville, Florida                 32256
  (Address of Principal Executive Office)               (Zip Code)

                       COMPUTER MANAGEMENT SCIENCES, INC.
                           1995 STOCK INCENTIVE PLAN,
                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN,
                           INCENTIVE STOCK OPTION PLAN
                                       AND
                       1985 NONQUALIFIED STOCK OPTION PLAN
                                     AND THE
                   MIACO CORPORATION STOCK OPTION PLAN (1991)
                                       AND
                   MIACO CORPORATION STOCK OPTION PLAN (1996)
                            (Full title of the plan)
                               -------------------
                                            Copies of all communications to:
Jerry W. Davis
President                                   L. Kinder Cannon III, Esq.
Computer Management Sciences, Inc.          Holland & Knight
8133 Baymeadows Way                         50 North Laura Street
Jacksonville, Florida 32256                 Suite 3900
(Name and address of agent for service)     Jacksonville, Florida  32202
(904) 737-8955
(Telephone number, including area code, of agent for service)

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. X
<TABLE>

                          CALCULATION  OF REGISTRATION  FEE

---------------------- ------------ ---------------- ------------------ ---------------
<S>                     <C>            <C>             <C>                 <C>    
                                        Proposed         Proposed
       Title of           Amount         maximum          maximum           Amount of
      securities          to be      offering price      aggregate        registration
   to be registered     Registered      per unit*     offering price*          fee
---------------------- ------------ ---------------- ------------------ ---------------
Common Stock,           3,238,734        $14.50         $47,771,326          $14,231
 par value               shares
 $0.01 per share. . . 
---------------------- ------------ ---------------- ------------------ ---------------
</TABLE>


*  Estimated solely for the purpose of calculating the registration fee. The fee
   is  calculated  upon the basis of the average  between the high and low sales
   price for shares of Common Stock of the  registrant as reported on the Nasdaq
   National Market System on March 26, 1997.


<PAGE>

                       COMPUTER MANAGEMENT SCIENCES, INC.


         Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K

Form S-8 Item Number and Heading        Prospectus Heading

Item 1.  Plan Information              Cover Page; Plan Information

Item 2.  Registrant Information        Registrant Information and Employee Plan 
and Employee Plan Annual Information      Annual Information



























                                       ii

<PAGE>


PROSPECTUS

                       COMPUTER MANAGEMENT SCIENCES, INC.

                        3,238,734 Shares of Common Stock
                            Par Value $0.01 Per Share

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


                             OFFERED PURSUANT TO THE
                       COMPUTER MANAGEMENT SCIENCES, INC.
                            1995 STOCK INCENTIVE PLAN
                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           INCENTIVE STOCK OPTION PLAN
                                       AND
                       1985 NONQUALIFIED STOCK OPTION PLAN
                                     AND THE
                   MIACO CORPORATION STOCK OPTION PLAN (1991)
                                       AND
                   MIACO CORPORATION STOCK OPTION PLAN (1996)

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


         This  Prospectus  covers  shares of common  stock,  par value $0.01 per
share,  of  Computer  Management  Sciences,  Inc.,  a Florida  corporation  (the
"Company"), issuable pursuant to awards or the exercise of stock options granted
under the following four plans of Computer Management  Sciences,  Inc.,: (i) the
1995 Stock Incentive Plan (the  "Incentive  Plan"),  (ii) the 1995  Non-Employee
Director  Stock Option Plan (the  "Director  Plan"),  (iii) the Incentive  Stock
Option Plan (the "ISO Plan"),  and (iv) the 1985 Nonqualified  Stock Option Plan
(the  "Nonqualified  Plan"). In addition,  in connection with its acquisition of
Miaco  Corporation,  a Colorado  corporation and wholly-owned  subsidiary of the
Company in January of 1997, the Company assumed all issued but unexercised stock
options granted pursuant to the Miaco  Corporation Stock Option Plan (1991) (the
"Miaco Plan  (1991)")  and the Miaco  Corporation  Stock Option Plan (1996) (the
"Miaco Plan (1996)").  Stock options granted under the Miaco Plan (1991) and the
Miaco Plan  (1996) were  exchanged,  in  connection  with the  acquisition,  for
options to purchase  shares of the Common Stock of the Company.  See "Miaco Plan
(1991) and Miaco Plan 1996)  General." The Incentive  Plan,  Director  Plan, ISO
Plan,  Nonqualified  Plan, Miaco Plan (1991) and Miaco Plan (1996) are sometimes
referred to  collectively  as the "Plans".  As used herein,  the term  "Company"
includes any parent or  subsidiary of the Company  unless the context  otherwise
requires.

         The  principal  executive  offices of the  Company  are located at 8133
Baymeadows Way, Jacksonville, Florida 32256, telephone number (904) 737-8955.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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


<PAGE>



         No person has been  authorized to give any  information  or to make any
representations, other than those contained herein, in connection with the offer
contained  in this  Prospectus,  and,  if  given or made,  such  information  or
representations  must  not be  relied  upon as  having  been  authorized  by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities  covered by this Prospectus by the Company in
any state in which,  or to any person to whom, it is unlawful for the Company to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale hereunder shall, under any circumstances,  create an implication that there
has been no change in the affairs of the  Company  since the date hereof or that
the information  contained or incorporated by reference  herein is correct as of
any time subsequent to its date. This Prospectus should be read and retained for
future reference.

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

                  The date of this Prospectus is April 1, 1997.


                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act")  and,  in
accordance with the Exchange Act, files reports and other  information  with the
Securities and Exchange Commission (the "Commission").  Copies of reports, proxy
statements and other information filed by the Company with the Commission can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington,  D.C. 20549, and at
the following  regional offices of the Commission:  7 World Trade Center,  Suite
1300, New York, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago,  Illinois 60661-2511.  Copies of such material also
can be obtained at  prescribed  rates from the Public  Reference  Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.

         The  Company has filed with the  Commission  a  Registration  Statement
under the Securities  Act of 1933, as amended (the  "Securities  Act"),  for the
registration  of the securities  offered hereby.  This Prospectus  omits certain
information  set  forth  or  incorporated  by  reference  in  the   Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered,  upon written or oral request of such person, a
copy of any and all of the information  that has been  incorporated by reference
in the Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically  incorporated by
reference into the information  that the Registration  Statement  incorporates).
Any such requests should be directed to:  Computer  Management  Sciences,  Inc.,
8133 Baymeadows Way, Jacksonville,  Florida 32256, Attention:  Anthony Colaluca,
telephone number (904) 737-8955.


                                       2
<PAGE>


                                TABLE OF CONTENTS



PLAN INFORMATION.........................................................  5

    INFORMATION COMMON TO EACH PLAN......................................  5
             General.....................................................  5
             Restrictions on Resale......................................  5
             Address for Additional Information..........................  5

    INCENTIVE PLAN.......................................................  6
             General.....................................................  6
             Purpose.....................................................  6
             Administration of the Plan..................................  6
             Plan Participants...........................................  6
             Benefits....................................................  6
             Shares Subject to the Plan..................................  7
             Expiration, Forfeiture or Termination of Awards.............  7
             Assignment..................................................  8
             Outstanding Options.........................................  8
             Duration of Plan............................................  8
             Amendment or Discontinuation of the Plan....................  8
             Federal Income Tax Consequences.............................  8

    DIRECTOR PLAN........................................................  9
             General.....................................................  9
             Purpose.....................................................  9
             Administration of Plans.....................................  9
             Plan Participants........................................... 10
             Benefits.................................................... 10
             Shares Subject to the Plan.................................. 10
             Expiration and Termination of Options....................... 10
             Assignment.................................................. 10
             Outstanding Options......................................... 10
             Duration of Plan............................................ 10
             Amendment and Termination................................... 10
             Federal Income Tax Consequences............................. 11

    ISO PLAN............................................................. 11
             General..................................................... 11
             Purpose..................................................... 11
             Administration of the Plan.................................. 11
             Plan Participants........................................... 11
             Benefits.................................................... 11
             Shares Subject to the Plan.................................. 12
             Expiration, Forfeiture or Termination of Incentive Options.. 12
             Assignment.................................................. 13
             Outstanding Options......................................... 13
             Duration of Plan............................................ 13


                                       3
<PAGE>

             Amendment or Discontinuation of the Plan.................... 13
             Federal Income Tax Consequences............................. 13
    NONQUALIFIED PLAN.................................................... 14
             General..................................................... 14
             Purpose..................................................... 14
             Administration.............................................. 14
             Plan Participants........................................... 14
             Benefits.................................................... 14
             Shares Subject to the Plan.................................. 14
             Expiration and Termination of Options....................... 14
             Assignment.................................................. 15
             Outstanding Options......................................... 15
             Duration of Plan............................................ 15
             Amendment and Termination................................... 15
             Federal Income Tax Consequences............................. 15

    MIACO PLAN (1991) AND MIACO PLAN (1996).............................. 15
             General..................................................... 15
             Purpose..................................................... 16
             Administration.............................................. 16
             Plan Participants........................................... 16
             Benefits.................................................... 16
             Shares Subject to the Plan.................................. 16
             Expiration and Termination of Options....................... 16
             Assignment.................................................. 17
             Outstanding Options......................................... 17
             Duration of Plan............................................ 17
             Amendment and Termination................................... 17
             Federal Income Tax Consequences............................. 17

REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.............. 17


                                       4
<PAGE>

ITEM 1.  PLAN INFORMATION

                         INFORMATION COMMON TO EACH PLAN


     General. This Prospectus covers shares of common stock, par value $0.01 per
share,  of the Company (the "Common Stock")  issuable  pursuant to awards or the
exercise of stock options granted under the Plans.  The Plans are not subject to
the Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  nor
are they qualified  plans under Section  401(a) of the Internal  Revenue Code of
1986, as amended (the "Code"). The information contained in this section of Item
1  describes  certain  aspects  of the  Plans  that  are  common  to each  Plan.
Information  peculiar  to each of the  Plans is set forth in  separate  sections
below. In addition to the Plans, the Company has written agreements with each of
the  participants  describing  the terms of awards or options  granted under the
Plans.  Each  participant  should refer to his or her  particular  agreement for
information concerning the specific terms and conditions of awards granted under
the Plans.

     This  Prospectus  is not  available  for the  resale by  affiliates  of the
Company of the common stock issuable pursuant to awards or the exercise of stock
options  granted under the Plans.  An "affiliate," as defined by the Commission,
is a person who  directly or  indirectly,  through  one or more  intermediaries,
controls,  or is controlled  by, or is under common  control with,  the Company.
Participants  in any Plan who are affiliates of the Company may sell  securities
received  pursuant to such Plan only  pursuant to a  registration  statement and
prospectus,  or  pursuant  to an  appropriate  exemption  from the  registration
requirements of the Securities Act. See "Restrictions on Resale."

     Restrictions  on  Resale.  Any  person  who is not  an  "affiliate"  of the
Company,  as the term  "affiliate"  is defined  above,  generally may reoffer or
resell shares of Common Stock received  pursuant to an award or upon exercise of
a stock option without  restriction  under the Securities Act. In contrast,  any
person  receiving  shares  of  Common  Stock  pursuant  to an  award or upon the
exercise of a stock option who is an  "affiliate"  of the Company  generally may
reoffer or resell such shares only pursuant to a  registration  statement  filed
under  the  Securities  Act (the  Company  having no  obligation  to file such a
registration  statement) or pursuant to Rule 144 under the  Securities  Act. Any
person who may be an "affiliate" of the Company may wish to consult with counsel
before transferring Common Stock owned by him. In addition,  officers, directors
and  beneficial  owners of more than 10% of the  Common  Stock  are  advised  to
consult with counsel as to the  applicability  of Section 16 of the Exchange Act
to their  transactions  under any of the Plans.  Section 16 of the  Exchange Act
requires the filing by persons subject to its provisions of certain reports with
the Commission regarding changes in beneficial ownership of the Company's equity
securities,  including  options.  Moreover,  Section  16 can have the  effect of
requiring the profits on purchases and sales of the Company's equity  securities
occurring within a six-month period to be turned over to the Company.

     Address for Additional  Information.  Additional information concerning the
Plans and their administration may be obtained by contacting Computer Management
Sciences,  Inc., 8133 Baymeadows Way,  Jacksonville,  Florida 32256,  Attention:
Anthony Colaluca, telephone number (904) 737-8955.



                                       5
<PAGE>

                                 INCENTIVE PLAN

     General. The title of the plan is the "Computer Management Sciences,  Inc.,
1995 Stock Incentive  Plan," and the name of the registrant whose securities are
to be offered pursuant to the Incentive Plan is "Computer  Management  Sciences,
Inc." The  Incentive  Plan was adopted on  September  6, 1995.  The terms of the
Incentive Plan are  summarized  above in  "Information  Common to Each Plan" and
also in the paragraphs below.

     Purpose. The purposes of the Incentive Plan are to (i) provide an incentive
and reward to key  employees who are, and have been, in a position to contribute
materially to expanding  and  improving the profits of the Company,  (ii) aid in
attracting and retaining employees of outstanding  ability,  and (iii) encourage
ownership of the Common Stock by employees.

     Administration  of the Plan.  The  Incentive  Plan is  administered  by the
compensation   committee   of  the  Board  of  Directors  of  the  Company  (the
"Committee"),  which consists of two or more  directors of the Company,  each of
whom,  during  his or her  appointment  to the  Committee,  is a  "disinterested
person" within the meaning of Rule 16b-3 promulgated by the Commission under the
Exchange Act. The Committee  members are appointed for  indefinite  terms by the
Company's  Board of Directors  (the  "Board").  The Board may remove a Committee
member or appoint additional members at any time or for any reason.

     Subject to the  provisions of the Incentive  Plan,  the  Committee,  in its
discretion, selects the recipients of awards and the number of shares or options
granted  under the  Incentive  Plan and  determines  other  matters  such as (i)
vesting schedules, (ii) the exercise price of options (which cannot be less than
100%, in the case of incentive stock options, or 50% in the case of nonqualified
stock  options,  of the fair  market  value of the  Common  Stock on the date of
grant),  (iii) the duration of awards (which cannot exceed ten years),  and (iv)
the price of stock  appreciation  rights ("SARs") (which cannot be less than 50%
of the fair market value of the shares of Common Stock covered by the SAR on the
date of grant).

     Plan  Participants.  Each person employed on an hourly or salaried basis by
the Company is eligible to participate in the Incentive Plan.

     Benefits.  Participants  in the Incentive  Plan are eligible to receive the
following  awards,  as  determined  by the  Committee  in its sole and  absolute
discretion:

     Incentive and  Nonqualified  Options.  The Incentive Plan provides both for
"incentive  stock  options"  as defined in Section  422 of the Code  ("Incentive
Options")  and for options not  qualifying as Incentive  Options  ("Nonqualified
Options"),  both of which may be granted with other stock-based awards available
under the Incentive  Plan.  The Committee  determines the employees to whom such
options may be granted,  as well as the exercise  price for each share issued in
connection  with an  Incentive  Option or a  Nonqualified  Option  (collectively
referred to as "Options"), but the exercise price of an Incentive Option will in
all cases not be less than 100% of the fair market  value of the Common Stock on
the date the Incentive  Option is granted (or in the case of an Incentive Option
granted to an employee owning more than 10% of the  outstanding  Common Stock (a
"Major  Shareholder"),  not less  than  110% of such  fair  market  value).  The
aggregate fair market value (determined at date of grant) of the Company's stock
with respect to which any incentive  stock  options  granted under the Incentive
Plan and all other plans of the Company may become exercisable by any individual
for the first time in any calendar year shall not exceed $100,000.  The exercise
price must be paid in full at the time of exercise,  either in cash,  or subject
to any  limitations  the  Committee  may impose,  in  securities of the Company.
Finally,  the Committee  determines when Options may be exercised,  which in the
case of Incentive Options, will in no event be more than ten years from the date
of grant (or in the case of Incentive  Options  granted to a Major  Shareholder,
not more than five years  from the date of grant),  and the manner in which each
Option will become exercisable.



                                       6
<PAGE>

     Stock Appreciation  Rights. The Committee may grant SARs to employees under
the  Incentive  Plan,  subject  to  such  restrictions  or  limitations  as  the
Committee,  in its sole discretion,  deems appropriate.  An SAR is a contractual
right to receive,  either in cash or Common Stock, the appreciation in the value
of a share of Common  Stock over a certain  period of time.  SARs may be granted
either alone or in tandem with Options granted under the Incentive Plan. The SAR
price is established by the Committee in its sole discretion, but in no event is
it ever less than (i) 100% of the fair market  value of a share of Common  Stock
on the  effective  date of grant for an SAR issued in tandem  with an  Incentive
Option,  or (ii) 50% of the fair  market  value of a share of  Common  Stock for
other SARs.  Upon the exercise of an SAR,  the employee is entitled,  subject to
the terms and  conditions of the Incentive  Plan and the agreement  granting the
SAR,  to receive,  the excess of (i) the fair market  value of a share of Common
Stock on the date of  exercise,  over (ii) the SAR price for such share.  At the
discretion of the  Committee,  the payment of the excess due under an SAR may be
made in cash, shares of Common Stock or a combination of both.  Restricted Stock
Awards. The Committee may award shares of restricted stock ("Restricted Stock").
Shares of  Restricted  Stock may be issued  either alone or in addition to other
awards granted under the Incentive Plan. The Committee  determines the employees
to whom,  and the time or times at which,  grants of  Restricted  Stock  will be
made,  the number of shares to be awarded,  the price (if any) to be paid by the
recipient,  the time or  times  within  which  such  awards  may be  subject  to
forfeiture (the "Restricted Period"),  and all other terms and conditions of the
awards.  The Committee  may  condition  the grant of  Restricted  Stock upon the
attainment of specified  performance  goals or such other factors or criteria as
the Committee may determine.


     Shares  Subject to the Plan. The aggregate  number of shares  available for
issuance under the Incentive Plan is 956,250 shares of Common Stock,  subject to
adjustment to give effect to future changes in the number of outstanding  shares
of Common Stock by virtue of a recapitalization,  reclassification, combination,
stock  split or other  relevant  change in the  capitalization  of the  Company.
Shares issued  pursuant to exercises of Options granted under the Incentive Plan
shall be issued from the Company's authorized but unissued Common Stock.

     Expiration, Forfeiture or Termination of Awards

     Expiration of Options and SARs. Each Option or SAR will expire on such date
or dates as the Committee  determines at the time such Option or SAR is granted;
provided, however, Incentive Options will expire on the earlier of (i) ten years
from the date of its grant (in the case of a Major Shareholder,  five years from
the  date  of  grant),  or (ii)  such  date  as may be set by the  Committee  in
establishing terms of such Incentive Option.

     Forfeiture of Restricted  Stock.  Except to the extent that the participant
has  vested  in  his  or her  Restricted  Stock,  each  participant's  right  to
Restricted Stock will be forfeited if and when such participant  ceases to be an
employee  of the  Company  or when any  prescribed  condition  for the  lapse or
termination of restrictions is not satisfied. If forfeited,  all such Restricted
Stock will become the property of the Company and will again immediately  become
available  for award  under  the  Incentive  Plan and all of the  rights of such
participant  to such  Restricted  Stock  and as a  stockholder  shall  terminate
without further obligation on the part of the Company.

     Termination of Options and SARs. During the period of continuous employment
with the Company or one of its subsidiaries, an Option or SAR will be terminated
only if it has  been  fully  exercised  or it has  expired  by its  terms.  Upon
termination of employment,  an Option or SAR will terminate upon the earliest of
(i) the full  exercise of the Option,  (ii) the  expiration of the Option by its
terms,  or (iii) not more than three  months  following  the date of  employment
termination; provided, however, should termination of employment (A) result from
the death or  permanent  and total  disability  of the  participant,  the period
referenced in clause (iii) above will be one year, or (B) be for cause  (defined
below) or initiated by the participant without the Company's consent, the Option
or SAR will terminate on the date of employment termination. For purposes of the
Incentive Plan, a leave of absence approved by the Company shall


                                       7
<PAGE>

not be  deemed  to be  termination  of  employment  except  with  respect  to an
Incentive Option as required to comply with Code Section 422 and the regulations
issued  thereunder.  A participant  will be deemed to be terminated for cause if
such  termination  results from theft or destruction  (other than as a result of
simple  negligence)  of property of the Company,  disregard of Company  rules or
policies,  or conduct  evidencing willful or wanton disregard of the interest of
the Company.  A  determination  of cause will be made by the Committee  based on
information presented by the Company and the participant.

     Assignment.  No award  granted  under the  Incentive  Plan is assignable or
transferable  by a participant  other than by will or by the laws of descent and
distribution. In addition, no shares of Common Stock issued pursuant to an award
granted under the Incentive Plan may be sold,  transferred or otherwise disposed
of prior to the end of the six-month  period that begins on the date of grant of
such award.

     Outstanding  Options. As of March 1, 1997, Options to purchase an aggregate
of 337,625 shares of the Company's common stock were outstanding pursuant to the
Incentive Plan.

     Duration of Plan.  Options  may be granted  under the  Incentive  Plan only
during the ten years  immediately  following the effective date of the Incentive
Plan.  Accordingly,  Options may not be granted under the  Incentive  Plan after
September 1, 2005.

     Amendment or  Discontinuation  of the Plan. The Board may alter,  amend, or
terminate  the  Incentive  Plan  from  time  to  time  without  approval  of the
shareholders.  However,  without  shareholder  approval,  no  amendment  will be
effective  that: (i) materially  impairs the benefits  accruing to  participants
under  the  Incentive  Plan  (except  as a result of a  recapitalization);  (ii)
increases the aggregate  number of shares that may be issued under the Incentive
Plan; (iii) materially  modifies the eligibility  requirements for participation
in the Incentive Plan; provided,  however, the Board of Directors may change the
eligibility of participants or increase the aggregate  number of shares that may
be issued under the Incentive Plan without shareholder approval where any future
amendment  or repeal of Section  422 of the Code  permits  such  action  without
resulting  in  disqualification  of an  Option  for  the tax  benefits  provided
pursuant  to  Code  Section  421,  unless  otherwise   required  by  Rule  16b-3
promulgated under Section 16 of the Exchange Act.

     Federal Income Tax Consequences

     The following  statements are intended to summarize the general  principles
of current federal income tax law applicable to awards under the Incentive Plan.
It is emphasized that, while the Company believes that the following  statements
are correct  based on existing  provisions  of the Code and the  interpretations
thereof, no assurance can be given that legislative, administrative, or judicial
changes or  interpretations  will not occur that would  modify such  statements.
Also,  individual financial situations may vary and state and local taxation may
be significant. Any participant in the Incentive Plan should, therefore, consult
his or her own tax advisor concerning the tax consequences of the Incentive Plan
and participation therein.

                  Incentive  Options.  If an  Incentive  Option is granted to an
employee in accordance  with the terms of the Incentive  Plan, no income will be
recognized by such employee at the time the option is granted.  Generally,  upon
exercise of an Incentive  Option  granted  under the  Incentive  Plan, an option
holder will not  recognize  any income and the Company will not be entitled to a
deduction for tax purposes.  However,  the difference between the purchase price
and the fair market value of the shares of Common Stock  received on the date of
exercise  will be treated as a positive  adjustment in  determining  alternative
minimum taxable  income,  which may subject the option holder to the alternative
minimum tax. The  disposition  of shares  acquired upon exercise of an Incentive
Option  under  the  Incentive  Plan  will  ordinarily  result  in  long-term  or
short-term  capital gain or loss (depending on the applicable  holding  period).
Generally,  however,  if the option holder  disposes of shares of stock acquired
upon exercise of an Incentive Option within two years after the date of grant or
within one year after the date of exercise (a "disqualifying disposition"),  the


                                       8
<PAGE>

option holder will recognize  ordinary income,  and the Company will be entitled
to a deduction for tax purposes,  in the amount of the excess of the fair market
value of the shares on the date of  exercise  over the  purchase  price (or,  in
certain  circumstances,  the gain on sale,  if less).  Any  excess of the amount
realized by the option  holder on the  disqualifying  disposition  over the fair
market  value  of the  shares  on the  date  of  exercise  of such  option  will
ordinarily  constitute  capital  gain.  Delivery of shares  upon  exercise of an
option granted under the Incentive  Plan is subject to any required  withholding
taxes.  A person  exercising  such an option may, as a  condition  precedent  to
receiving the shares,  be required to pay the Company a cash amount equal to the
amount of required withholdings.

                  Nonqualified Options. No taxable income to an optionee will be
recognized,  and the Company will not be entitled to any related  deduction,  at
the time a Nonqualified  Option is granted under the Incentive Plan. An optionee
will recognize  ordinary  income equal to the excess of the fair market value of
the shares on the date of exercise over the option  price,  and the Company will
be entitled to a corresponding  deduction.  Upon disposition of the shares,  the
difference  between the amount realized upon such disposition and the sum of the
purchase price and the amount of ordinary  income  recognized in connection with
the exercise of the option will result in long-term or  short-term  capital gain
or loss to the optionee  (depending  upon the applicable  holding  period).  The
Company  will  generally  not be  allowed  any  deductions  unless  it makes any
required  withholdings  with  respect  to the  income  recognized  by the option
holder.

                  Restricted   Stock.  An  employee  who  receives  a  grant  of
Restricted  Stock in  accordance  with  the  terms of the  Incentive  Plan  will
recognize  as ordinary  income the excess of the fair market value of the shares
over the amount paid for such shares at the time the shares become  transferable
or are no longer  subject  to  forfeiture.  However,  the  employee  may make an
election  under Section 83(b) of the Code to be taxed in the year the Restricted
Stock is granted.  The Company is entitled to a deduction  in an amount equal to
the  amount  included  in the  employee's  income  (i)  when the  shares  become
nonforfeitable,  (ii) when the employee makes an election under Section 83(b) of
the Code, or (iii) when the Company cancels the  restriction on the shares.  The
Company  will  generally  not be allowed any  deductions  unless it makes proper
withholdings with respect to the income recognized by the employee.

                  Stock  Appreciation  Rights.  An employee  who receives an SAR
will  recognize no income on the grant of such SAR, but he or she will recognize
ordinary  compensation  income equal to the cash and/or the fair market value of
the Common  Stock  received  upon the  exercise of the SAR, and the Company will
qualify  for a  deduction  of equal  amount  subject  to the  reasonableness  of
compensation limitation and other applicable limitations under the Code.

                                  DIRECTOR PLAN


     General.  The  title  of the  Director  Plan  is the  "Computer  Management
Sciences,  Inc., 1995 Non-Employee  Director Stock Option Plan," and the name of
the registrant  whose securities are to be offered pursuant to the Director Plan
is  "Computer  Management  Sciences,  Inc." The  Director  Plan was  adopted  on
September  6,  1995.  The terms of the  Director  Plan are  summarized  above in
"Information Common to Each Plan" and also in the paragraphs below.

     Purpose.  The purpose of the Director  Plan is to furnish the  non-employee
directors  of the  Company  further  inducement  to  continue  their  service or
association with the Company, to encourage them to obtain a proprietary interest
in the Company,  to provide  additional  incentive  for them to promote the best
interests  of  the  Company,  and to aid in  attracting  and  retaining  outside
directors.

     Administration   of  Plans.  The  Director  Plan  is  administered  by  the
Committee, which consists of two or more directors of the Company, each of whom,


                                       9
<PAGE>

during his or her  appointment to the  Committee,  is a  "disinterested  person"
within the  meaning  of Rule  16b-3,  promulgated  by the  Commission  under the
Exchange Act. The Committee  members are appointed for  indefinite  terms by the
Board. The Board may remove a Committee member or appoint  additional members at
any time for any reason.

     Plan  Participants.  All  directors of the Company  that are not  full-time
employees of the Company are automatically participants in the Director Plan.

     Benefits.  The Director  Plan  provides for the  automatic  grant of: (i) a
Nonqualified option to purchase an aggregate of 6,750 shares of the Common Stock
upon the initial election of each non-employee director of the Company, and (ii)
a  Nonqualified  Option to purchase an  additional  4,500 shares of Common Stock
immediately  following  each  annual  meeting  of  the  Company's   shareholders
(beginning  with the June 7, 1996  Annual  Meeting)  at which such  non-employee
director is either  re-elected to, or continues to serve as an incumbent  member
of, the Board.  Each such  option is granted at an  exercise  price equal to the
fair market value of the Common Stock on the date of grant.  All options granted
under the Director  Plan have a term of 10 years and vest in equal  installments
over the first five years of such term.

     Shares  Subject to the Plan. The aggregate  number of shares  available for
issuance under the Director Plan is 168,750  shares of Common Stock,  subject to
adjustment to give effect to future changes in the number of outstanding  shares
of   Common   Stock  of  the   Company   by   virtue   of  a   recapitalization,
reclassification,  combination,  stock  split or other  relevant  change  in the
capitalization  of the Company.  Shares issued  pursuant to exercises of options
granted under the Director  Plan shall be issued from the  Company's  authorized
but unissued Common Stock.

     Expiration and Termination of Options. In general,  each option will expire
ten years from the date of its grant. An option may be terminated only if it has
been fully  exercised or it has expired by its terms.  If a participant  dies or
becomes subject to a permanent and total  disability  prior to the expiration of
an option,  such option may be exercised to the extent that the  participant was
entitled to exercise it at the time of death or disability,  as the case may be,
by the  participant,  the estate of the  participant or the person or persons to
whom the option may have been  transferred by will or by the laws of descent and
distribution.

     Assignment.  No option  granted  under the Director  Plan is  assignable or
transferable  by a  participant  other  than by  will  or  trust  in  which  the
participant  is the  grantor,  or by the laws of descent  and  distribution.  In
addition, no shares of common stock issued pursuant to the exercise of an option
may be  sold,  transferred  or  otherwise  disposed  of  prior to the end of the
six-month period that begins on the date of grant of such option.

     Outstanding  Options. As of March 1, 1997, options to purchase an aggregate
of 26,550 shares of the Company's common stock were outstanding  pursuant to the
Director Plan.

     Duration  of Plan.  Options  may be granted  under the  Director  Plan only
during the ten years  immediately  following the effective  date of the Director
Plan.  Accordingly,  options may not be granted  under the  Director  Plan after
September 1, 2005.

     Amendment and  Termination.  The Board is empowered under the Director Plan
to at any time  amend,  suspend or  discontinue  the  Director  Plan;  provided,
however,  that without further approval of the shareholders no amendment may (i)
increase  the  aggregate  number of shares of Common  Stock  which may be issued
pursuant to the Director  Plan (except in the event of a  "Recapitalization"  as
defined in the  Director  Plan),  or (iii)  otherwise  be made if the failure to
obtain  shareholder  approval  would  adversely  affect  the  compliance  of the
Director  Plan with the  requirements  of Rule 16b-3 under the Exchange  Act. No
amendment may be made by the Committee which in any material respect impairs the
rights of a participant without the participant's consent.

                                       10
<PAGE>

     Federal Income Tax Consequences.  The following  statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of options  under the Director  Plan. It is  emphasized  that,  while the
Company  believes  that the foregoing  statements  are correct based on existing
provisions  of the Code and the  interpretations  thereof,  no assurance  can be
given that legislative,  administrative,  or judicial changes or interpretations
will not occur that would modify such  statements.  Also,  individual  financial
situations  may vary and  state  and  local  taxation  may be  significant.  Any
participant in the Director Plan should,  therefore,  consult his or her own tax
advisor  concerning the tax consequences of the Director Plan and  participation
therein.

         No taxable  income to an optionee will be  recognized,  and the Company
will not be  entitled to any related  deduction,  at the time a stock  option is
granted  under the Director  Plan. An optionee will  recognize  ordinary  income
equal to the  excess  of the fair  market  value  of the  shares  on the date of
exercise  over  the  option  price,  and  the  Company  will  be  entitled  to a
corresponding deduction.  Upon disposition of the shares, the difference between
the amount realized upon such  disposition and the sum of the purchase price and
the amount of ordinary income  recognized in connection with the exercise of the
option  will  result in  long-term  or  short-term  capital  gain or loss to the
optionee  (depending  upon the  applicable  holding  period).  The Company  will
generally  not  be  allowed  any   deductions   unless  it  makes  any  required
withholdings with respect to the income recognized by the option holder.

                                    ISO PLAN

     General.  The title of the ISO Plan is the "Computer  Management  Sciences,
Inc.,  Incentive  Stock  Option  Plan"  and  the  name of the  registrant  whose
securities  are to be offered  pursuant to the ISO Plan is "Computer  Management
Sciences, Inc." The ISO Plan was terminated as to future option grants effective
as of August 31, 1995 and no options have been granted under such plan since May
24, 1995. The terms of the ISO Plan are summarized above in "Information  Common
to Each Plan" and also in the paragraphs below.

     Purpose.  The purposes of the ISO Plan were to (i) provide an incentive and
reward to key  employees  who were in a position  to  contribute  materially  to
expanding and improving the profits of the Company,  (ii) aid in attracting  and
retaining employees of outstanding ability, and (iii) encourage ownership of the
Common Stock of the Company by employees.

     Administration  of the  Plan.  The  ISO  Plan  was,  and  continues  to be,
administered by the Board. Subject to the provisions of the ISO Plan, the Board,
in its  discretion,  selected the recipients of options  granted  thereunder and
established  the terms of the options granted to each  participant,  such as the
number of shares  subject  to,  and the  exercise  price of,  such  options.  In
addition,  the Board had, and continues to have,  plenary authority to interpret
the ISO Plan and to prescribe, amend and rescind its terms.

     Plan Participants.  Each person employed by the Company as an officer or as
a manager of a department or division of the Company was eligible to participate
in the ISO Plan.

     Benefits.  Participants  in the ISO Plan were eligible to receive grants of
stock options,  as determined by the Board in its sole and absolute  discretion.
Awards of stock  options  pursuant to the ISO Plan were in the form of Incentive
Options.  Only  participants  who were employees of the Company were eligible to
receive grants of Incentive Options.  Options were granted under the ISO Plan on
terms and conditions not inconsistent with the provisions of the ISO Plan and in
such form as the Board deemed appropriate at the time of grant. Summarized below
are  certain  provisions  of the ISO Plan  relating  to the  grant of  Incentive
Options.

                  Exercise Price. Except with respect to option granted to Major
Shareholders, the exercise price of each share of the Common Stock subject to an
Incentive  Option  equaled  the fair  market  value of the share on the date the
option was granted,  which was  determined by the Board in good faith using such


                                       11
<PAGE>

factors as the Board considered relevant. Any Incentive Options granted to Major
Shareholders  were granted at an exercise price of 110% of the fair market value
of the Common Stock on the date of grant.

                  Limitations  on  Options.  The  aggregate  fair  market  value
(determined  at date of grant) of the  Common  Stock  with  respect to which any
Incentive  Options  granted  under  the ISO Plan or any other  Company  plan may
become  exercisable  by any  individual  for the first time in any calendar year
shall not exceed $100,000.

                  Exercise of Options. An Incentive Option granted under the ISO
Plan  may be  exercised  at any  time as to part  or all of the  shares  covered
thereby;  provided,  however,  such Incentive  Option may not be exercised as to
less than 100 shares at any one time (or the  remaining  shares  covered by such
option if less than 100). In addition an option  granted to a participant  under
the ISO Plan will be  exercisable  as to not more than the vested  percentage of
the shares of the Common Stock subject to the option at any point in time.  Each
option granted under the ISO Plan will become vested  according to the following
schedule based on the date of grant of the Incentive Option:

             Plan Years of Completed
             Service with the Company
             Subsequent to Option Grant         Cumulative Percent Vested

                    Less than One Year                    -0-
                    1 Year                                20%
                    2 Years                               40%
                    3 Years                               60%
                    4 Years                               80%
                    5 Years                               100%

                  For purposes of the ISO Plan, "Plan Years of Completed Service
with the Company  Subsequent  to Option  Grant" means the calendar year in which
occurs the date of grant of the  Incentive  Option under the ISO Plan  (provided
that the  recipient  in question  has  completed at least 1,500 hours of service
with the Company during such calendar  year) and all calendar  years  subsequent
thereto in which such  recipient  completes at least 1,500 hours of service with
the Company. Except as otherwise provided in the ISO Plan, the vested portion of
an Incentive  Option may not be exercised at any time unless the holder  thereof
has been in the  continuous  employ of the Company from the date of the grant of
the  Incentive  Option to the date of its  exercise.  The purchase  price of the
shares as to which the vested portion of an Incentive  Option shall be exercised
will be paid in full in cash at the time of exercise.

     Shares Subject to the Plan. The aggregate  number of shares of Common Stock
available  for  issuance  under the ISO Plan was  2,510,150  shares,  subject to
adjustment to give effect to future changes in the number of outstanding  shares
of Common Stock by virtue of a recapitalization,  reclassification, combination,
stock  split or other  relevant  change in the  capitalization  of the  Company.
Shares issued  pursuant to exercises of Incentive  Options granted under the ISO
Plan will be issued from the Company's authorized but unissued Common Stock.

     Expiration, Forfeiture or Termination of Incentive Options.

                  Expiration of Incentive  Options.  Subject to the terms of the
ISO Plan relating to termination of options, each Incentive Option granted under
the ISO Plan will expire ten years from the date of its grant or, in the case of
a Major Shareholder, five years from the date of grant.

                  Termination  of  Incentive  Options.   During  the  period  of
continuous  employment with the Company,  an Incentive Option will be terminated
only if it has  been  fully  exercised  or it has  expired  by its  terms.  Upon


                                       12
<PAGE>

termination of employment,  an Incentive Option will terminate upon the earliest
of (i) the full exercise of the  Incentive  Option,  (ii) the  expiration of the
Option by its terms,  or (iii) not more than three months  following the date of
employment  termination;  provided,  however,  should a  participant  die  while
employed  by the  Company  (or  within  three  months  thereafter),  the  period
referenced in clause (iii) above will be one year. Notwithstanding any provision
of the ISO Plan to the contrary, if a participant's  employment with the Company
is  terminated  within  one year from the date of grant of an  Incentive  Option
either (i) for cause,  or (ii) at the voluntary  initiation  of the  participant
without the Company's consent,  the Incentive Option, to the extent unexercised,
will terminate on the date of employment termination.

     Assignment.  No  option  granted  under  the  ISO  Plan  is  assignable  or
transferable  by a participant  other than by will or by the laws of descent and
distribution.

     Outstanding  Options. As of March 1, 1997, Options to purchase an aggregate
of 358,492 shares of the Company's Common Stock were outstanding pursuant to the
ISO Plan.

     Duration  of  Plan.  The ISO  Plan was  terminated  as to the  grant of new
options as of August 31,  1995 and no options  were  granted  under the ISO Plan
after May 24, 1995.

     Amendment or  Discontinuation  of the Plan. The Board may alter,  amend, or
terminate the ISO Plan from time to time without  approval of the  shareholders.
However,  without shareholder approval, no amendment will be effective that: (i)
materially  impairs the benefits  accruing to  participants  under the ISO Plan;
(ii)  increases the aggregate  number of shares that may be issued under the ISO
Plan; (iii) materially  modifies the eligibility  requirements for participation
in the ISO Plan;  (iv)  alters  option  prices  other  than to  conform  to Code
regulations  the manner in which the Board  determines  the fair market value of
the Common Stock; (v) modifies the periods during which Incentive Options may be
granted; or (vi) alters the provisions relating to  recapitalization.  Without a
participant's   consent,   no  termination  or  modification   may  affect  such
participant's rights under an Incentive Option previously granted.

     Federal Income Tax Consequences.  The following  statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of options under the ISO Plan. It is emphasized  that,  while the Company
believes that the following  statements are correct based on existing provisions
of the Code and the  interpretations  thereof,  no  assurance  can be given that
legislative,  administrative,  or judicial changes or  interpretations  will not
occur that would modify such statements.  Also,  individual financial situations
may vary and state and local taxation may be significant. Any participant in the
ISO Plan should,  therefore,  consult his or her own tax advisor  concerning the
tax consequences of the ISO Plan and participation therein.

         If an Incentive  Option was granted to an employee in  accordance  with
the terms of the ISO Plan, no income was recognized by such employee at the time
the option was granted.  Generally, upon exercise of an Incentive Option granted
under the ISO Plan,  an option  holder  will not  recognize  any  income and the
Company  will not be entitled  to a deduction  for tax  purposes.  However,  the
difference between the purchase price and the fair market value of the shares of
stock received on the date of exercise will be treated as a positive  adjustment
in determining  alternative minimum taxable income, which may subject the option
holder to the  alternative  minimum tax. The disposition of shares acquired upon
exercise of an  Incentive  Option under the ISO Plan will  ordinarily  result in
long-term  or  short-term  capital  gain or loss  (depending  on the  applicable
holding period). Generally,  however, if the option holder disposes of shares of
stock  acquired upon exercise of an Incentive  Option within two years after the
date of grant or within one year after the date of  exercise  (a  "disqualifying
disposition"), the option holder will recognize ordinary income, and the Company
will be entitled to a deduction for tax purposes, in the amount of the excess of
the fair market  value of the shares on the date of exercise  over the  purchase
price (or, in certain  circumstances,  the gain on sale, if less). Any excess of
the amount realized by the option holder on the  disqualifying  disposition over
the fair market  value of the shares on the date of exercise of such option will
ordinarily  constitute  capital  gain.  Delivery of shares  upon  exercise of an


                                       13
<PAGE>

option granted under the ISO Plan is subject to any required  withholding taxes.
A person  exercising  such an option may, as a condition  precedent to receiving
the shares,  be required to pay the Company a cash amount equal to the amount of
required withholdings.

                                NONQUALIFIED PLAN

     General.  The title of the  Nonqualified  Plan is the "Computer  Management
Sciences,  Inc.,  1985  Nonqualified  Stock  Option  Plan,"  and the name of the
registrant whose securities are to be offered pursuant to the Nonqualified  Plan
is "Computer Management Sciences,  Inc." The Nonqualified Plan was terminated as
to future option grants effective as of August 31, 1995 and no options have been
granted under such plan since May 24, 1995. The terms of the  Nonqualified  Plan
are  summarized  above in  "Information  Common  to Each  Plan"  and also in the
paragraphs below.

     Purpose.  The  purposes of the  Nonqualified  Plan were to furnish  certain
members of the  Company's  management  team with further  inducement to continue
their service or  association  with the Company,  to encourage  them to obtain a
proprietary  interest in the Company,  and to provide  additional  incentive for
them to promote the best interests of the Company.

     Administration.   The   Nonqualified   Plan  was,  and   continues  to  be,
administered  by the stock  option  committee  of the Board of  Directors of the
Company  ("Stock  Option  Committee"),   whose  members  are  appointed  at  the
discretion of the Board.  The Stock Option  Committee has the power,  discretion
and  authority to interpret and  administer  the  Nonqualified  Plan in a manner
which is  consistent  with such plan's  provisions.  The  Committee  members are
appointed for indefinite terms by the Board. The Board may remove a Stock Option
Committee member or appoint additional members at any time for any reason.

     Plan  Participants.  Option grants pursuant to the  Nonqualified  Plan were
made only to key employees who, in the discretion of the Stock Option Committee,
were in a position to make significant contributions to the Company. Individuals
who were not full time employees of the Company were not eligible to participate
in the Nonqualified Plan.

     Benefits.  Options  granted under the  Nonqualified  Plan are  nonstatutory
stock options that do not meet the  requirements of Section 422 of the Code. The
Nonqualified  Plan  provides for the grant of  Nonqualified  Options at exercise
prices  not less than the net book  value per share of the  Common  Stock on the
date of grant. All options granted under the Nonqualified Plan have a term of 10
years and are exercisable immediately upon grant.

     Shares Subject to the Plan. The aggregate  number of shares of Common Stock
available for issuance under the Nonqualified Plan was 4,099,911 shares, subject
to  adjustment  to give  effect to future  changes in the number of  outstanding
shares  of  common  stock  of  the  Company  by  virtue  of a  recapitalization,
reclassification,  combination,  stock  split or other  relevant  change  in the
capitalization  of the Company.  Shares issued  pursuant to exercises of options
granted  under  the  Nonqualified  Plan  shall  be  issued  from  the  Company's
authorized but unissued common stock.

     Expiration  and  Termination  of Options.  During the period of  continuous
employment  with the Company,  an option will be terminated  only if it has been
fully exercised or it has expired by its terms.  Upon termination of employment,
an option  will  terminate  upon the  earliest  of (i) the full  exercise of the
option,  (ii) the expiration of the option by its terms,  or (iii) not more than
three months following the date of employment  termination;  provided,  however,
should  termination  of  employment  (A) result from the death or permanent  and
total  disability of the participant or the retirement of the  participant,  the
period referenced in clause (iii) above will be one year, or (B) be for cause or
initiated by the  participant  without the  Company's  consent,  the Option will
terminate on the date of employment termination.

                                       14
<PAGE>

     Assignment.  The outstanding  Options granted  pursuant to the Nonqualified
Plan  are  transferable  by the  holder  thereof,  subject  to  compliance  with
applicable securities laws.

     Outstanding  Options. As of March 1, 1997 (after giving effect to all stock
splits)  options to purchase an aggregate  of  1,736,538  shares of Common Stock
were outstanding pursuant to the Nonqualified Plan.

     Duration of Plan. The  Nonqualified  Plan was terminated as to the grant of
new  options  as of  August  31,  1995 and no  options  were  granted  under the
Nonqualified Plan after June 30, 1995.

     Amendment and  Termination.  The Stock Option  Committee is empowered under
the  Nonqualified  Plan  to at  any  time  amend,  suspend  or  discontinue  the
Nonqualified  Plan;  provided,  however,  that without  further  approval of the
shareholders  no amendment  may (i) increase the  aggregate  number of shares of
Common Stock which may be issued  pursuant to the  Nonqualified  Plan (except in
the event of a change in  capitalization  as  described  in Section  VIII of the
Nonqualified  Plan),  (ii) change the option exercise price,  (iii) increase the
maximum period during which options may be exercised,  (iv) extend the effective
date of the Nonqualified  Plan, or (v) materially  modify the requirements as to
eligibility for participation in the Nonqualified Plan.

     Federal Income Tax Consequences.  The following  statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of options under the Nonqualified  Plan. It is emphasized that, while the
Company  believes  that the following  statements  are correct based on existing
provisions  of the Code and the  interpretations  thereof,  no assurance  can be
given that legislative,  administrative,  or judicial changes or interpretations
will not occur that would modify such  statements.  Also,  individual  financial
situations  may vary and  state  and  local  taxation  may be  significant.  Any
participant in the Nonqualified Plan should,  therefore,  consult his or her own
tax  advisor  concerning  the tax  consequences  of the  Nonqualified  Plan  and
participation therein.

     No taxable income to any optionee was  recognized,  and the Company did not
take any related deduction,  at the time Nonqualified Options were granted under
the Nonqualified  Plan. An optionee will recognize  ordinary income equal to the
excess of the fair market  value of the shares on the date of exercise  over the
option  price,  and the Company will be entitled to a  corresponding  deduction.
Upon disposition of the shares,  the difference between the amount realized upon
such  disposition  and the sum of the purchase  price and the amount of ordinary
income  recognized in connection  with the exercise of the option will result in
long-term or short-term capital gain or loss to the optionee (depending upon the
applicable  holding  period).  The  Company  will  generally  not be allowed any
deductions unless it makes any required  withholdings with respect to the income
recognized by the option holder.

                     MIACO PLAN (1991) AND MIACO PLAN (1996)

     General.  On January 17, 1997, the Company  acquired Miaco  Corporation,  a
Colorado  corporation  ("Miaco"),  pursuant to a reverse  triangular  subsidiary
merger (the "Merger"). Miaco survived the Merger as a wholly-owned subsidiary of
the  Company.  In  connection  with the Merger,  the  Company  assumed the stock
options  granted  under  the  Miaco  Plan  (1991)  and  the  Miaco  Plan  (1996)
(collectively,  the "Miaco  Plans") and exchanged each  outstanding  Miaco stock
option  for  an  option  to  purchase   the  Common  Stock  of  the  Company  on
substantially  the same terms as were  applicable  to such  option  prior to the
Merger.  Such Company stock options  entitle the holder  thereof to purchase the
same number of shares of Common  Stock as the holder of such  option  would have
been entitled to receive  pursuant to the Merger had such holder  exercised such
option in full  immediately  prior to the Merger,  at a price per share equal to
(i) the  aggregate  exercise  price for the Miaco shares  otherwise  purchasable
pursuant  to such  option  divided by (ii) the  number of full  shares of Common
Stock deemed purchasable pursuant to such option.

                                       15
<PAGE>

     The title of the Miaco Plan (1991) is the "Miaco  Corporation  Stock Option
Plan (1991)," and the name of the registrant  whose securities are to be offered
pursuant to the Miaco Plan (1991) is "Computer  Management  Sciences,  Inc." The
Miaco Plan (1991)  expired as to future option grants  effective as of March 31,
1996 and no options  have been granted  under such plan since  November 1, 1995.
The title of the Miaco Plan (1996) is the "Miaco  Corporation  Stock Option Plan
(1996),"  and the name of the  registrant  whose  securities  are to be  offered
pursuant to the Miaco Plan (1996) is "Computer  Management  Sciences,  Inc." The
Miaco Plan (1996) will expire as to future option grants effective as of January
17, 1997 and no options  have been  granted  under the Miaco Plan  (1996)  since
August  15,  1996.  The  terms  of the  Miaco  Plans  are  summarized  above  in
"Information Common to Each Plan" and also in the paragraphs below.

     Purpose. The purposes of the Miaco Plans were to attract and retain persons
of exceptional  ability and to motivate such persons to exert their best efforts
on behalf of Miaco.

     Administration.  The Miaco Plans are administered by the Board of Directors
of Miaco (the  "Miaco  Board").  The Miaco Board has the power,  discretion  and
authority  to  interpret  and  administer  the Miaco Plans in a manner  which is
consistent with the provisions of such plans. The members of the Miaco Board are
elected for one (1) year terms by Miaco's shareholders.

     Plan Participants. Option grants pursuant to the Miaco Plans were made only
to full-time  employees of Miaco who, in the discretion of the Miaco Board, were
in a position to make significant contributions to Miaco.

     Benefits.  Options granted under the Miaco Plans are  Nonqualified  Options
that do not meet the  requirements  of Section 422 of the Code.  The Miaco Plans
provide for the grant of Nonqualified  Options at exercise prices  determined by
the Miaco Board in its sole  discretion.  Options  granted  under the Miaco Plan
(1991) have terms of either  nine (9) or ten (10) years and all options  granted
under the Miaco Plan (1996) expire on March 31, 2001. All options  granted under
the Miaco Plans are fully vested.

     Shares Subject to the Plans. The aggregate number of shares of Common Stock
available  for  issuance  pursuant to options  granted  under the Miaco Plans is
18,074  shares,  subject to adjustment  to give effect to future  changes in the
number  of  outstanding  shares of Common  Stock of the  Company  by virtue of a
recapitalization,  reclassification,  combination, stock split or other relevant
change in the capitalization of the Company. Shares issued pursuant to exercises
of options  granted  under the Miaco Plans  shall be issued  from the  Company's
authorized but unissued Common Stock.

     Expiration and Termination of Options.  During the continuous employment of
the optionee,  each option will be  exercisable  from time to time over a period
beginning  on the date of grant of the option  and ending on the  earlier of the
expiration,  termination or cancellation of the option; provided,  however, that
the Miaco Board had the authority,  by the provisions of the option  agreements,
to limit the number of shares  purchasable  under the agreement in any period or
periods of time during which the option is exercisable. If an optionee ceases to
be a  continuous  employee of Miaco or the Company for any reason,  his right to
exercise options granted pursuant to the Miaco Plans shall terminate on the date
that his continuous employment first ceases. An employee of Miaco or the Company
shall be deemed a "continuous  employee" of Miaco or the Company for purposes of
he Miaco Plans if the  employee  is a full time  employee,  actively  working on
Miaco's or the  Company's  behalf.  An  employee  shall be deemed a  "continuous
employee"  hereunder  notwithstanding  the fact  that he or she is not  actively
working  on  Miaco's or the  Company's  behalf  due to either  (a) a  short-term
disability  leave; (b) a leave of absence due to a documented  medical emergency
in the  employee's  immediate  family;  or (c) a  leave  of  absence  due to the
employee having been called to active duty in the military service of the United
States  of  America.  The  employee  shall  be  deemed  not to be a  "continuous
employee" in the event his or her absence from active employment exceeds a total
of ninety (90) days due to one or more of the circumstances set forth above. The
Miaco Board, in its capacity as the responsible body for  administration  of the
Miaco Plans,  shall have sole  discretion in  interpreting  any questions  which
arise relating to the expiration and termination of Options.

                                       16
<PAGE>

     Assignment.  No option granted under the Miaco Plans shall be  transferable
and such option shall be exercisable only by the optionee during such optionee's
lifetime.

     Outstanding  Options. As of March 1, 1997, options to purchase an aggregate
of 18,074 shares of Common Stock were outstanding pursuant to the Miaco Plans.

     Duration of Plan.  The Miaco Plan (1991) was  terminated as to the grant of
new options as of March 31,  1996 and no options  were  granted  under the Miaco
Plan  (1991)  after  November 1, 1995.  The Miaco Plan (1996)  expired as to the
grant of new  options as of January 17,  1997 and no options  have been  granted
under the Miaco Plan (1996) since August 15, 1996.

     Amendment  and  Termination.  The Miaco Board is empowered  under the Miaco
Plans to amend,  suspend or discontinue  the Miaco Plans at any time;  provided,
however, that without further approval of the shareholders, no amendment may (i)
increase  the  aggregate  number of shares of Common  Stock  which may be issued
pursuant to the Miaco Plans,  or (ii) permit the granting of options that expire
beyond the period provided in Section 5(a) of the applicable  plan.  Without the
written  consent of the optionee,  no amendment or suspension of the Miaco Plans
will alter or impair any option  previously  granted to such optionee  under the
Miaco Plans.

     Federal Income Tax Consequences.  The following  statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of  options  under the Miaco  Plans.  It is  emphasized  that,  while the
Company  believes  that the following  statements  are correct based on existing
provisions  of the Code and the  interpretations  thereof,  no assurance  can be
given that legislative,  administrative,  or judicial changes or interpretations
will not occur that would modify such  statements.  Also,  individual  financial
situations  may vary and  state  and  local  taxation  may be  significant.  Any
participant  in the Miaco Plans  should,  therefore,  consult his or her own tax
advisor  concerning the tax  consequences  of the Miaco Plans and  participation
therein.

     No taxable  income to any optionee was  recognized,  and Miaco did not take
any related deduction,  at the time Nonqualified  Options were granted under the
Miaco Plans.  An optionee will recognize  ordinary income equal to the excess of
the fair  market  value of the  shares on the date of  exercise  over the option
price,  and the  Company  will be entitled to a  corresponding  deduction.  Upon
disposition of the shares,  the difference between the amount realized upon such
disposition  and the sum of the purchase price and the amount of ordinary income
recognized  in  connection  with the  exercise  of the  option  will  result  in
long-term or short-term capital gain or loss to the optionee (depending upon the
applicable  holding  period).  The  Company  will  generally  not be allowed any
deductions unless it makes any required  withholdings with respect to the income
recognized by the option holder.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The Company will provide  without charge to  participants in the Plans,
upon written or oral request,  copies of the documents incorporated by reference
in Item 3, Part II of the  Registration  Statement  (other than exhibits to such
documents),  which  documents are hereby  incorporated  into this  Prospectus by
reference.  The Company will also provide  without charge to participants in the
Plans,  upon written or oral request,  all documents  subsequently  filed by the
Company  pursuant to Sections 13(a),  13(c),  14, and 15(d) of the Exchange Act,
subsequent  to the  date  of  this  Prospectus  and  prior  to the  filing  of a
post-effective  amendment to the Registration  Statement and the information and
documentation described in Rule 428(b) of the Securities Act.

         Any such request should be directed to: Computer  Management  Sciences,
Inc., 8133  Baymeadows  Way,  Jacksonville,  Florida 32256,  Attention:  Anthony
Colaluca, telephone number (904) 737-8955.


                                       17
<PAGE>

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  filed by the  Company  with  the  Commission
pursuant to the Exchange Act (Commission  File No. 0-26622) are  incorporated by
reference in this Registration Statement:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1996;

     (b)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration Statement on Form 8-A filed by the Company under Section
12 of the Exchange  Act,  dated August 11, 1995,  and any  amendments or reports
filed for the purpose of updating such description.

         All 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 hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
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

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Florida  Business  Corporation Act, as amended (the "Florida Act"),
provides that, in general,  a business  corporation may indemnify any person who
is or was a party to any  proceeding  (other  than an action by, or in the right
of, the  corporation)  by reason of the fact that he or she is or was a director
or officer of the  corporation,  against  liability  incurred in connection with
such proceeding,  including any appeal thereof,  provided certain  standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation,  and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful.  In the case of  proceedings by or in the right of the
corporation,  the Florida Act  provides  that,  in general,  a  corporation  may
indemnify  any person who was or is a party to any such  proceeding by reason of
the fact  that he or she is or was a  director  or  officer  of the  corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such  proceeding,  including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she  reasonably  believed to be in, or not opposed to, the best  interests of
the corporation,  except that no indemnification shall be made in respect of any
claim as to which such person is  adjudged  liable  unless a court of  competent
jurisdiction  determines  upon  application  that  such  person  is  fairly  and
reasonably  entitled to indemnity.  To the extent that any officers or directors
are  successful  on  the  merits  or  otherwise  in  the  defense  of any of the
proceedings  described  above,  the Florida Act provides that the corporation is
required to indemnify such officers or directors  against expenses  actually and
reasonably incurred in connection  therewith.  However,  the Florida Act further
provides that, in general,  indemnification or advancement of expenses shall not
be made to or on behalf of any  officer or director if a judgment or other final
adjudication  establishes  that his or her actions,  or  omissions to act,  were
material to the cause of action so adjudicated and  constitute:  (i) a violation
of the  criminal  law,  unless the director or officer had  reasonable  cause to
believe his or her conduct was lawful or had no  reasonable  cause to believe it


                                      II-1
<PAGE>

was unlawful;  (ii) a transaction  from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the  Florida Act or the  corporation's  articles  of  incorporation;  or (iv)
willful  misconduct  or a  conscious  disregard  for the best  interests  of the
corporation  in a proceeding by or in the right of the  corporation to procure a
judgment in its favor or in a  proceeding  by or in the right of a  shareholder.
Article X of the Company's  Articles of Incorporation  provides that the Company
shall  indemnify  any  director,  officer or  employee  or any former  director,
officer or employee to the full extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.





















                                      II-2
<PAGE>

ITEM 8.  EXHIBITS.

     4.4  Computer   Management   Sciences,   Inc.  1995  Stock  Incentive  Plan
          (incorporated   by  reference   to  Exhibit  10.4  to  the   Company's
          Registration  Statement  on Form S-1,  filed  August 9,  1995,  and as
          amended by amendments filed September 12, 1995, September 22, 1995 and
          September 26, 1995 (Commission File No. 33-95544)).

     4.5  Computer Management  Sciences,  Inc. 1995 Non-Employee  Director Stock
          Option  Plan  (incorporated  by  reference  to  Exhibit  10.5  to  the
          Company's  Registration  Statement on Form S-1,  filed August 9, 1995,
          and as amended by amendments  filed September 12, 1995,  September 22,
          1995 and September 26, 1995 (Commission File No. 33-95544)).

     4.6  Computer  Management  Sciences,   Inc.  Incentive  Stock  Option  Plan
          (incorporated   by  reference   to  Exhibit  10.3  to  the   Company's
          Registration  Statement  on Form S-1,  filed  August 9,  1995,  and as
          amended by amendments filed September 12, 1995, September 22, 1995 and
          September 26, 1995 (Commission File No. 33-95544)).

     4.7  Computer  Management  Sciences,  Inc.  Nonqualified  Stock Option Plan
          (incorporated   by  reference   to  Exhibit  10.2  to  the   Company's
          Registration  Statement  on Form S-1,  filed  August 9,  1995,  and as
          amended by amendments filed September 12, 1995, September 22, 1995 and
          September 26, 1995 (Commission File No. 33-95544)).

     4.8  Miaco Corporation Stock Option Plan (1991).

     4.9  Miaco Corporation Stock Option Plan (1996).

     5.1  Opinion of Holland & Knight LLP as to the  legality of the  securities
          being registered hereunder.

     23.1 Consent of Holland & Knight LLP (contained in Exhibit 5.1 hereto).

     23.2 Consent of KPMG Peat Marwick LLP.

     23.3 Consent of Dellinger & Deese, LLP

     23.4 Consent of Williams, Cox, Weidner and Cox

     24.1 Powers of Attorney.



                                      II-3
<PAGE>

ITEM 9.  UNDERTAKINGS.

         (a)      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 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)(1)(i) and (a)(1)(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 purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities  offered herein,
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 that 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 (the "Act") may be permitted to directors,  officers and
controlling persons of the registrant pursuant to the foregoing  provisions (see
Item 6) or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      II-4
<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
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 Jacksonville, State of Florida, on March 27, 1997.

                           COMPUTER MANAGEMENT SCIENCES, INC.


                           By: /s/Anthony Colaluca
                               ------------------------------------
                               Anthony Colaluca, Vice President and
                               Chief Accounting Officer (Principal 
                               Accounting Officer)

         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.


         Signatures                     Title                        Date

/s/Jerry W. Davis           Chairman of the Board, Chief        March 27, 1997
-------------------------   Executive Officer, and Director 
Jerry W. Davis              (Principal Executive Officer)
                            

/s/Anthony V. Weight        Senior Vice President, Chief        March 27, 1997
-------------------------   Financial Officer, and Director 
Anthony V. Weight           (Principal Financial Officer)
                            

/s/Larry A. Longhi          Group Vice President and Director   March 27, 1997
-------------------------
Larry A. Longhi

/s/David C. Minardi         Group Vice President and Director   March 27, 1997
-------------------------
David C. Minardi

/s/Edward E. Fishback, Jr.  Group Vice President and Director   March 27, 1997
-------------------------
Edward E. Fishback, Jr.

/s/Perry E. Esping          Director                            March 27, 1997
-------------------------
Perry E. Esping

/s/Harry C. Stonecipher     Director                            March 27, 1997
-------------------------
Harry C. Stonecipher


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 86424}]
{"company-data": {"conformed-name": "COMPUTER MANAGEMENT SCIENCES INC", "cik": "0000949229", "assigned-sic": "7371", "irs-number": "592264633", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24367", "film-number": "97573270"}, "business-address": {"street1": "8133 BAYMEADOWS WAY", "city": "JACKSONVILLE", "state": "FL", "zip": "32256", "phone": "9047378955"}, "mail-address": {"street1": "8133 BAY MEADOWS WAY", "city": "JACKSONVILLE", "state": "FL", "zip": "32256"}}
As filed with the Securities and Exchange Commission on April 1, 1997
                              Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                               -------------------

                       COMPUTER MANAGEMENT SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

                  Florida                               59-2264633
       (State or other jurisdiction        (I.R.S. Employer Identification No.)
     of incorporation or organization)

8133 Baymeadows Way, Jacksonville, Florida                 32256
  (Address of Principal Executive Office)               (Zip Code)

                       COMPUTER MANAGEMENT SCIENCES, INC.
                           1995 STOCK INCENTIVE PLAN,
                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN,
                           INCENTIVE STOCK OPTION PLAN
                                       AND
                       1985 NONQUALIFIED STOCK OPTION PLAN
                                     AND THE
                   MIACO CORPORATION STOCK OPTION PLAN (1991)
                                       AND
                   MIACO CORPORATION STOCK OPTION PLAN (1996)
                            (Full title of the plan)
                               -------------------
                                            Copies of all communications to:
Jerry W. Davis
President                                   L. Kinder Cannon III, Esq.
Computer Management Sciences, Inc.          Holland & Knight
8133 Baymeadows Way                         50 North Laura Street
Jacksonville, Florida 32256                 Suite 3900
(Name and address of agent for service)     Jacksonville, Florida  32202
(904) 737-8955
(Telephone number, including area code, of agent for service)

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. X

                          CALCULATION  OF REGISTRATION  FEE

---------------------- ------------ ---------------- ------------------ ---------------
Proposed         Proposed
       Title of           Amount         maximum          maximum           Amount of
      securities          to be      offering price      aggregate        registration
   to be registered     Registered      per unit*     offering price*          fee
---------------------- ------------ ---------------- ------------------ ---------------
Common Stock,           3,238,734        $14.50         $47,771,326          $14,231
 par value               shares
 $0.01 per share. . . 
---------------------- ------------ ---------------- ------------------ ---------------
*  Estimated solely for the purpose of calculating the registration fee. The fee
   is  calculated  upon the basis of the average  between the high and low sales
   price for shares of Common Stock of the  registrant as reported on the Nasdaq
   National Market System on March 26, 1997.
COMPUTER MANAGEMENT SCIENCES, INC.

         Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K

Form S-8 Item Number and Heading        Prospectus Heading

Item 1.  Plan Information              Cover Page; Plan Information

Item 2.  Registrant Information        Registrant Information and Employee Plan 
and Employee Plan Annual Information      Annual Information

                                       ii
PROSPECTUS

                       COMPUTER MANAGEMENT SCIENCES, INC.

                        3,238,734 Shares of Common Stock
                            Par Value $0.01 Per Share

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

                             OFFERED PURSUANT TO THE
                       COMPUTER MANAGEMENT SCIENCES, INC.
                            1995 STOCK INCENTIVE PLAN
                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           INCENTIVE STOCK OPTION PLAN
                                       AND
                       1985 NONQUALIFIED STOCK OPTION PLAN
                                     AND THE
                   MIACO CORPORATION STOCK OPTION PLAN (1991)
                                       AND
                   MIACO CORPORATION STOCK OPTION PLAN (1996)

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

         This  Prospectus  covers  shares of common  stock,  par value $0.01 per
share,  of  Computer  Management  Sciences,  Inc.,  a Florida  corporation  (the
"Company"), issuable pursuant to awards or the exercise of stock options granted
under the following four plans of Computer Management  Sciences,  Inc.,: (i) the
1995 Stock Incentive Plan (the  "Incentive  Plan"),  (ii) the 1995  Non-Employee
Director  Stock Option Plan (the  "Director  Plan"),  (iii) the Incentive  Stock
Option Plan (the "ISO Plan"),  and (iv) the 1985 Nonqualified  Stock Option Plan
(the  "Nonqualified  Plan"). In addition,  in connection with its acquisition of
Miaco  Corporation,  a Colorado  corporation and wholly-owned  subsidiary of the
Company in January of 1997, the Company assumed all issued but unexercised stock
options granted pursuant to the Miaco  Corporation Stock Option Plan (1991) (the
"Miaco Plan  (1991)")  and the Miaco  Corporation  Stock Option Plan (1996) (the
"Miaco Plan (1996)").  Stock options granted under the Miaco Plan (1991) and the
Miaco Plan  (1996) were  exchanged,  in  connection  with the  acquisition,  for
options to purchase  shares of the Common Stock of the Company.  See "Miaco Plan
(1991) and Miaco Plan 1996)  General." The Incentive  Plan,  Director  Plan, ISO
Plan,  Nonqualified  Plan, Miaco Plan (1991) and Miaco Plan (1996) are sometimes
referred to  collectively  as the "Plans".  As used herein,  the term  "Company"
includes any parent or  subsidiary of the Company  unless the context  otherwise
requires.

         The  principal  executive  offices of the  Company  are located at 8133
Baymeadows Way, Jacksonville, Florida 32256, telephone number (904) 737-8955.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                            -------------------------
No person has been  authorized to give any  information  or to make any
representations, other than those contained herein, in connection with the offer
contained  in this  Prospectus,  and,  if  given or made,  such  information  or
representations  must  not be  relied  upon as  having  been  authorized  by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities  covered by this Prospectus by the Company in
any state in which,  or to any person to whom, it is unlawful for the Company to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale hereunder shall, under any circumstances,  create an implication that there
has been no change in the affairs of the  Company  since the date hereof or that
the information  contained or incorporated by reference  herein is correct as of
any time subsequent to its date. This Prospectus should be read and retained for
future reference.

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

                  The date of this Prospectus is April 1, 1997.

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act")  and,  in
accordance with the Exchange Act, files reports and other  information  with the
Securities and Exchange Commission (the "Commission").  Copies of reports, proxy
statements and other information filed by the Company with the Commission can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington,  D.C. 20549, and at
the following  regional offices of the Commission:  7 World Trade Center,  Suite
1300, New York, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago,  Illinois 60661-2511.  Copies of such material also
can be obtained at  prescribed  rates from the Public  Reference  Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.

         The  Company has filed with the  Commission  a  Registration  Statement
under the Securities  Act of 1933, as amended (the  "Securities  Act"),  for the
registration  of the securities  offered hereby.  This Prospectus  omits certain
information  set  forth  or  incorporated  by  reference  in  the   Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered,  upon written or oral request of such person, a
copy of any and all of the information  that has been  incorporated by reference
in the Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically  incorporated by
reference into the information  that the Registration  Statement  incorporates).
Any such requests should be directed to:  Computer  Management  Sciences,  Inc.,
8133 Baymeadows Way, Jacksonville,  Florida 32256, Attention:  Anthony Colaluca,
telephone number (904) 737-8955.

                                       2
TABLE OF CONTENTS

PLAN INFORMATION.........................................................  5

    INFORMATION COMMON TO EACH PLAN......................................  5
             General.....................................................  5
             Restrictions on Resale......................................  5
             Address for Additional Information..........................  5

    INCENTIVE PLAN.......................................................  6
             General.....................................................  6
             Purpose.....................................................  6
             Administration of the Plan..................................  6
             Plan Participants...........................................  6
             Benefits....................................................  6
             Shares Subject to the Plan..................................  7
             Expiration, Forfeiture or Termination of Awards.............  7
             Assignment..................................................  8
             Outstanding Options.........................................  8
             Duration of Plan............................................  8
             Amendment or Discontinuation of the Plan....................  8
             Federal Income Tax Consequences.............................  8

    DIRECTOR PLAN........................................................  9
             General.....................................................  9
             Purpose.....................................................  9
             Administration of Plans.....................................  9
             Plan Participants........................................... 10
             Benefits.................................................... 10
             Shares Subject to the Plan.................................. 10
             Expiration and Termination of Options....................... 10
             Assignment.................................................. 10
             Outstanding Options......................................... 10
             Duration of Plan............................................ 10
             Amendment and Termination................................... 10
             Federal Income Tax Consequences............................. 11

    ISO PLAN............................................................. 11
             General..................................................... 11
             Purpose..................................................... 11
             Administration of the Plan.................................. 11
             Plan Participants........................................... 11
             Benefits.................................................... 11
             Shares Subject to the Plan.................................. 12
             Expiration, Forfeiture or Termination of Incentive Options.. 12
             Assignment.................................................. 13
             Outstanding Options......................................... 13
             Duration of Plan............................................ 13

                                       3
Amendment or Discontinuation of the Plan.................... 13
             Federal Income Tax Consequences............................. 13
    NONQUALIFIED PLAN.................................................... 14
             General..................................................... 14
             Purpose..................................................... 14
             Administration.............................................. 14
             Plan Participants........................................... 14
             Benefits.................................................... 14
             Shares Subject to the Plan.................................. 14
             Expiration and Termination of Options....................... 14
             Assignment.................................................. 15
             Outstanding Options......................................... 15
             Duration of Plan............................................ 15
             Amendment and Termination................................... 15
             Federal Income Tax Consequences............................. 15

    MIACO PLAN (1991) AND MIACO PLAN (1996).............................. 15
             General..................................................... 15
             Purpose..................................................... 16
             Administration.............................................. 16
             Plan Participants........................................... 16
             Benefits.................................................... 16
             Shares Subject to the Plan.................................. 16
             Expiration and Termination of Options....................... 16
             Assignment.................................................. 17
             Outstanding Options......................................... 17
             Duration of Plan............................................ 17
             Amendment and Termination................................... 17
             Federal Income Tax Consequences............................. 17

REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.............. 17

                                       4
ITEM 1.  PLAN INFORMATION

                         INFORMATION COMMON TO EACH PLAN

     General. This Prospectus covers shares of common stock, par value $0.01 per
share,  of the Company (the "Common Stock")  issuable  pursuant to awards or the
exercise of stock options granted under the Plans.  The Plans are not subject to
the Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  nor
are they qualified  plans under Section  401(a) of the Internal  Revenue Code of
1986, as amended (the "Code"). The information contained in this section of Item
1  describes  certain  aspects  of the  Plans  that  are  common  to each  Plan.
Information  peculiar  to each of the  Plans is set forth in  separate  sections
below. In addition to the Plans, the Company has written agreements with each of
the  participants  describing  the terms of awards or options  granted under the
Plans.  Each  participant  should refer to his or her  particular  agreement for
information concerning the specific terms and conditions of awards granted under
the Plans.

     This  Prospectus  is not  available  for the  resale by  affiliates  of the
Company of the common stock issuable pursuant to awards or the exercise of stock
options  granted under the Plans.  An "affiliate," as defined by the Commission,
is a person who  directly or  indirectly,  through  one or more  intermediaries,
controls,  or is controlled  by, or is under common  control with,  the Company.
Participants  in any Plan who are affiliates of the Company may sell  securities
received  pursuant to such Plan only  pursuant to a  registration  statement and
prospectus,  or  pursuant  to an  appropriate  exemption  from the  registration
requirements of the Securities Act. See "Restrictions on Resale."

     Restrictions  on  Resale.  Any  person  who is not  an  "affiliate"  of the
Company,  as the term  "affiliate"  is defined  above,  generally may reoffer or
resell shares of Common Stock received  pursuant to an award or upon exercise of
a stock option without  restriction  under the Securities Act. In contrast,  any
person  receiving  shares  of  Common  Stock  pursuant  to an  award or upon the
exercise of a stock option who is an  "affiliate"  of the Company  generally may
reoffer or resell such shares only pursuant to a  registration  statement  filed
under  the  Securities  Act (the  Company  having no  obligation  to file such a
registration  statement) or pursuant to Rule 144 under the  Securities  Act. Any
person who may be an "affiliate" of the Company may wish to consult with counsel
before transferring Common Stock owned by him. In addition,  officers, directors
and  beneficial  owners of more than 10% of the  Common  Stock  are  advised  to
consult with counsel as to the  applicability  of Section 16 of the Exchange Act
to their  transactions  under any of the Plans.  Section 16 of the  Exchange Act
requires the filing by persons subject to its provisions of certain reports with
the Commission regarding changes in beneficial ownership of the Company's equity
securities,  including  options.  Moreover,  Section  16 can have the  effect of
requiring the profits on purchases and sales of the Company's equity  securities
occurring within a six-month period to be turned over to the Company.

     Address for Additional  Information.  Additional information concerning the
Plans and their administration may be obtained by contacting Computer Management
Sciences,  Inc., 8133 Baymeadows Way,  Jacksonville,  Florida 32256,  Attention:
Anthony Colaluca, telephone number (904) 737-8955.

                                       5
INCENTIVE PLAN

     General. The title of the plan is the "Computer Management Sciences,  Inc.,
1995 Stock Incentive  Plan," and the name of the registrant whose securities are
to be offered pursuant to the Incentive Plan is "Computer  Management  Sciences,
Inc." The  Incentive  Plan was adopted on  September  6, 1995.  The terms of the
Incentive Plan are  summarized  above in  "Information  Common to Each Plan" and
also in the paragraphs below.

     Purpose. The purposes of the Incentive Plan are to (i) provide an incentive
and reward to key  employees who are, and have been, in a position to contribute
materially to expanding  and  improving the profits of the Company,  (ii) aid in
attracting and retaining employees of outstanding  ability,  and (iii) encourage
ownership of the Common Stock by employees.

     Administration  of the Plan.  The  Incentive  Plan is  administered  by the
compensation   committee   of  the  Board  of  Directors  of  the  Company  (the
"Committee"),  which consists of two or more  directors of the Company,  each of
whom,  during  his or her  appointment  to the  Committee,  is a  "disinterested
person" within the meaning of Rule 16b-3 promulgated by the Commission under the
Exchange Act. The Committee  members are appointed for  indefinite  terms by the
Company's  Board of Directors  (the  "Board").  The Board may remove a Committee
member or appoint additional members at any time or for any reason.

     Subject to the  provisions of the Incentive  Plan,  the  Committee,  in its
discretion, selects the recipients of awards and the number of shares or options
granted  under the  Incentive  Plan and  determines  other  matters  such as (i)
vesting schedules, (ii) the exercise price of options (which cannot be less than
100%, in the case of incentive stock options, or 50% in the case of nonqualified
stock  options,  of the fair  market  value of the  Common  Stock on the date of
grant),  (iii) the duration of awards (which cannot exceed ten years),  and (iv)
the price of stock  appreciation  rights ("SARs") (which cannot be less than 50%
of the fair market value of the shares of Common Stock covered by the SAR on the
date of grant).

     Plan  Participants.  Each person employed on an hourly or salaried basis by
the Company is eligible to participate in the Incentive Plan.

     Benefits.  Participants  in the Incentive  Plan are eligible to receive the
following  awards,  as  determined  by the  Committee  in its sole and  absolute
discretion:

     Incentive and  Nonqualified  Options.  The Incentive Plan provides both for
"incentive  stock  options"  as defined in Section  422 of the Code  ("Incentive
Options")  and for options not  qualifying as Incentive  Options  ("Nonqualified
Options"),  both of which may be granted with other stock-based awards available
under the Incentive  Plan.  The Committee  determines the employees to whom such
options may be granted,  as well as the exercise  price for each share issued in
connection  with an  Incentive  Option or a  Nonqualified  Option  (collectively
referred to as "Options"), but the exercise price of an Incentive Option will in
all cases not be less than 100% of the fair market  value of the Common Stock on
the date the Incentive  Option is granted (or in the case of an Incentive Option
granted to an employee owning more than 10% of the  outstanding  Common Stock (a
"Major  Shareholder"),  not less  than  110% of such  fair  market  value).  The
aggregate fair market value (determined at date of grant) of the Company's stock
with respect to which any incentive  stock  options  granted under the Incentive
Plan and all other plans of the Company may become exercisable by any individual
for the first time in any calendar year shall not exceed $100,000.  The exercise
price must be paid in full at the time of exercise,  either in cash,  or subject
to any  limitations  the  Committee  may impose,  in  securities of the Company.
Finally,  the Committee  determines when Options may be exercised,  which in the
case of Incentive Options, will in no event be more than ten years from the date
of grant (or in the case of Incentive  Options  granted to a Major  Shareholder,
not more than five years  from the date of grant),  and the manner in which each
Option will become exercisable.

                                       6
Stock Appreciation  Rights. The Committee may grant SARs to employees under
the  Incentive  Plan,  subject  to  such  restrictions  or  limitations  as  the
Committee,  in its sole discretion,  deems appropriate.  An SAR is a contractual
right to receive,  either in cash or Common Stock, the appreciation in the value
of a share of Common  Stock over a certain  period of time.  SARs may be granted
either alone or in tandem with Options granted under the Incentive Plan. The SAR
price is established by the Committee in its sole discretion, but in no event is
it ever less than (i) 100% of the fair market  value of a share of Common  Stock
on the  effective  date of grant for an SAR issued in tandem  with an  Incentive
Option,  or (ii) 50% of the fair  market  value of a share of  Common  Stock for
other SARs.  Upon the exercise of an SAR,  the employee is entitled,  subject to
the terms and  conditions of the Incentive  Plan and the agreement  granting the
SAR,  to receive,  the excess of (i) the fair market  value of a share of Common
Stock on the date of  exercise,  over (ii) the SAR price for such share.  At the
discretion of the  Committee,  the payment of the excess due under an SAR may be
made in cash, shares of Common Stock or a combination of both.  Restricted Stock
Awards. The Committee may award shares of restricted stock ("Restricted Stock").
Shares of  Restricted  Stock may be issued  either alone or in addition to other
awards granted under the Incentive Plan. The Committee  determines the employees
to whom,  and the time or times at which,  grants of  Restricted  Stock  will be
made,  the number of shares to be awarded,  the price (if any) to be paid by the
recipient,  the time or  times  within  which  such  awards  may be  subject  to
forfeiture (the "Restricted Period"),  and all other terms and conditions of the
awards.  The Committee  may  condition  the grant of  Restricted  Stock upon the
attainment of specified  performance  goals or such other factors or criteria as
the Committee may determine.

     Shares  Subject to the Plan. The aggregate  number of shares  available for
issuance under the Incentive Plan is 956,250 shares of Common Stock,  subject to
adjustment to give effect to future changes in the number of outstanding  shares
of Common Stock by virtue of a recapitalization,  reclassification, combination,
stock  split or other  relevant  change in the  capitalization  of the  Company.
Shares issued  pursuant to exercises of Options granted under the Incentive Plan
shall be issued from the Company's authorized but unissued Common Stock.

     Expiration, Forfeiture or Termination of Awards

     Expiration of Options and SARs. Each Option or SAR will expire on such date
or dates as the Committee  determines at the time such Option or SAR is granted;
provided, however, Incentive Options will expire on the earlier of (i) ten years
from the date of its grant (in the case of a Major Shareholder,  five years from
the  date  of  grant),  or (ii)  such  date  as may be set by the  Committee  in
establishing terms of such Incentive Option.

     Forfeiture of Restricted  Stock.  Except to the extent that the participant
has  vested  in  his  or her  Restricted  Stock,  each  participant's  right  to
Restricted Stock will be forfeited if and when such participant  ceases to be an
employee  of the  Company  or when any  prescribed  condition  for the  lapse or
termination of restrictions is not satisfied. If forfeited,  all such Restricted
Stock will become the property of the Company and will again immediately  become
available  for award  under  the  Incentive  Plan and all of the  rights of such
participant  to such  Restricted  Stock  and as a  stockholder  shall  terminate
without further obligation on the part of the Company.

     Termination of Options and SARs. During the period of continuous employment
with the Company or one of its subsidiaries, an Option or SAR will be terminated
only if it has  been  fully  exercised  or it has  expired  by its  terms.  Upon
termination of employment,  an Option or SAR will terminate upon the earliest of
(i) the full  exercise of the Option,  (ii) the  expiration of the Option by its
terms,  or (iii) not more than three  months  following  the date of  employment
termination; provided, however, should termination of employment (A) result from
the death or  permanent  and total  disability  of the  participant,  the period
referenced in clause (iii) above will be one year, or (B) be for cause  (defined
below) or initiated by the participant without the Company's consent, the Option
or SAR will terminate on the date of employment termination. For purposes of the
Incentive Plan, a leave of absence approved by the Company shall

                                       7
not be  deemed  to be  termination  of  employment  except  with  respect  to an
Incentive Option as required to comply with Code Section 422 and the regulations
issued  thereunder.  A participant  will be deemed to be terminated for cause if
such  termination  results from theft or destruction  (other than as a result of
simple  negligence)  of property of the Company,  disregard of Company  rules or
policies,  or conduct  evidencing willful or wanton disregard of the interest of
the Company.  A  determination  of cause will be made by the Committee  based on
information presented by the Company and the participant.

     Assignment.  No award  granted  under the  Incentive  Plan is assignable or
transferable  by a participant  other than by will or by the laws of descent and
distribution. In addition, no shares of Common Stock issued pursuant to an award
granted under the Incentive Plan may be sold,  transferred or otherwise disposed
of prior to the end of the six-month  period that begins on the date of grant of
such award.

     Outstanding  Options. As of March 1, 1997, Options to purchase an aggregate
of 337,625 shares of the Company's common stock were outstanding pursuant to the
Incentive Plan.

     Duration of Plan.  Options  may be granted  under the  Incentive  Plan only
during the ten years  immediately  following the effective date of the Incentive
Plan.  Accordingly,  Options may not be granted under the  Incentive  Plan after
September 1, 2005.

     Amendment or  Discontinuation  of the Plan. The Board may alter,  amend, or
terminate  the  Incentive  Plan  from  time  to  time  without  approval  of the
shareholders.  However,  without  shareholder  approval,  no  amendment  will be
effective  that: (i) materially  impairs the benefits  accruing to  participants
under  the  Incentive  Plan  (except  as a result of a  recapitalization);  (ii)
increases the aggregate  number of shares that may be issued under the Incentive
Plan; (iii) materially  modifies the eligibility  requirements for participation
in the Incentive Plan; provided,  however, the Board of Directors may change the
eligibility of participants or increase the aggregate  number of shares that may
be issued under the Incentive Plan without shareholder approval where any future
amendment  or repeal of Section  422 of the Code  permits  such  action  without
resulting  in  disqualification  of an  Option  for  the tax  benefits  provided
pursuant  to  Code  Section  421,  unless  otherwise   required  by  Rule  16b-3
promulgated under Section 16 of the Exchange Act.

     Federal Income Tax Consequences

     The following  statements are intended to summarize the general  principles
of current federal income tax law applicable to awards under the Incentive Plan.
It is emphasized that, while the Company believes that the following  statements
are correct  based on existing  provisions  of the Code and the  interpretations
thereof, no assurance can be given that legislative, administrative, or judicial
changes or  interpretations  will not occur that would  modify such  statements.
Also,  individual financial situations may vary and state and local taxation may
be significant. Any participant in the Incentive Plan should, therefore, consult
his or her own tax advisor concerning the tax consequences of the Incentive Plan
and participation therein.

                  Incentive  Options.  If an  Incentive  Option is granted to an
employee in accordance  with the terms of the Incentive  Plan, no income will be
recognized by such employee at the time the option is granted.  Generally,  upon
exercise of an Incentive  Option  granted  under the  Incentive  Plan, an option
holder will not  recognize  any income and the Company will not be entitled to a
deduction for tax purposes.  However,  the difference between the purchase price
and the fair market value of the shares of Common Stock  received on the date of
exercise  will be treated as a positive  adjustment in  determining  alternative
minimum taxable  income,  which may subject the option holder to the alternative
minimum tax. The  disposition  of shares  acquired upon exercise of an Incentive
Option  under  the  Incentive  Plan  will  ordinarily  result  in  long-term  or
short-term  capital gain or loss (depending on the applicable  holding  period).
Generally,  however,  if the option holder  disposes of shares of stock acquired
upon exercise of an Incentive Option within two years after the date of grant or
within one year after the date of exercise (a "disqualifying disposition"),  the

                                       8
option holder will recognize  ordinary income,  and the Company will be entitled
to a deduction for tax purposes,  in the amount of the excess of the fair market
value of the shares on the date of  exercise  over the  purchase  price (or,  in
certain  circumstances,  the gain on sale,  if less).  Any  excess of the amount
realized by the option  holder on the  disqualifying  disposition  over the fair
market  value  of the  shares  on the  date  of  exercise  of such  option  will
ordinarily  constitute  capital  gain.  Delivery of shares  upon  exercise of an
option granted under the Incentive  Plan is subject to any required  withholding
taxes.  A person  exercising  such an option may, as a  condition  precedent  to
receiving the shares,  be required to pay the Company a cash amount equal to the
amount of required withholdings.

                  Nonqualified Options. No taxable income to an optionee will be
recognized,  and the Company will not be entitled to any related  deduction,  at
the time a Nonqualified  Option is granted under the Incentive Plan. An optionee
will recognize  ordinary  income equal to the excess of the fair market value of
the shares on the date of exercise over the option  price,  and the Company will
be entitled to a corresponding  deduction.  Upon disposition of the shares,  the
difference  between the amount realized upon such disposition and the sum of the
purchase price and the amount of ordinary  income  recognized in connection with
the exercise of the option will result in long-term or  short-term  capital gain
or loss to the optionee  (depending  upon the applicable  holding  period).  The
Company  will  generally  not be  allowed  any  deductions  unless  it makes any
required  withholdings  with  respect  to the  income  recognized  by the option
holder.

                  Restricted   Stock.  An  employee  who  receives  a  grant  of
Restricted  Stock in  accordance  with  the  terms of the  Incentive  Plan  will
recognize  as ordinary  income the excess of the fair market value of the shares
over the amount paid for such shares at the time the shares become  transferable
or are no longer  subject  to  forfeiture.  However,  the  employee  may make an
election  under Section 83(b) of the Code to be taxed in the year the Restricted
Stock is granted.  The Company is entitled to a deduction  in an amount equal to
the  amount  included  in the  employee's  income  (i)  when the  shares  become
nonforfeitable,  (ii) when the employee makes an election under Section 83(b) of
the Code, or (iii) when the Company cancels the  restriction on the shares.  The
Company  will  generally  not be allowed any  deductions  unless it makes proper
withholdings with respect to the income recognized by the employee.

                  Stock  Appreciation  Rights.  An employee  who receives an SAR
will  recognize no income on the grant of such SAR, but he or she will recognize
ordinary  compensation  income equal to the cash and/or the fair market value of
the Common  Stock  received  upon the  exercise of the SAR, and the Company will
qualify  for a  deduction  of equal  amount  subject  to the  reasonableness  of
compensation limitation and other applicable limitations under the Code.

                                  DIRECTOR PLAN

     General.  The  title  of the  Director  Plan  is the  "Computer  Management
Sciences,  Inc., 1995 Non-Employee  Director Stock Option Plan," and the name of
the registrant  whose securities are to be offered pursuant to the Director Plan
is  "Computer  Management  Sciences,  Inc." The  Director  Plan was  adopted  on
September  6,  1995.  The terms of the  Director  Plan are  summarized  above in
"Information Common to Each Plan" and also in the paragraphs below.

     Purpose.  The purpose of the Director  Plan is to furnish the  non-employee
directors  of the  Company  further  inducement  to  continue  their  service or
association with the Company, to encourage them to obtain a proprietary interest
in the Company,  to provide  additional  incentive  for them to promote the best
interests  of  the  Company,  and to aid in  attracting  and  retaining  outside
directors.

     Administration   of  Plans.  The  Director  Plan  is  administered  by  the
Committee, which consists of two or more directors of the Company, each of whom,

                                       9
during his or her  appointment to the  Committee,  is a  "disinterested  person"
within the  meaning  of Rule  16b-3,  promulgated  by the  Commission  under the
Exchange Act. The Committee  members are appointed for  indefinite  terms by the
Board. The Board may remove a Committee member or appoint  additional members at
any time for any reason.

     Plan  Participants.  All  directors of the Company  that are not  full-time
employees of the Company are automatically participants in the Director Plan.

     Benefits.  The Director  Plan  provides for the  automatic  grant of: (i) a
Nonqualified option to purchase an aggregate of 6,750 shares of the Common Stock
upon the initial election of each non-employee director of the Company, and (ii)
a  Nonqualified  Option to purchase an  additional  4,500 shares of Common Stock
immediately  following  each  annual  meeting  of  the  Company's   shareholders
(beginning  with the June 7, 1996  Annual  Meeting)  at which such  non-employee
director is either  re-elected to, or continues to serve as an incumbent  member
of, the Board.  Each such  option is granted at an  exercise  price equal to the
fair market value of the Common Stock on the date of grant.  All options granted
under the Director  Plan have a term of 10 years and vest in equal  installments
over the first five years of such term.

     Shares  Subject to the Plan. The aggregate  number of shares  available for
issuance under the Director Plan is 168,750  shares of Common Stock,  subject to
adjustment to give effect to future changes in the number of outstanding  shares
of   Common   Stock  of  the   Company   by   virtue   of  a   recapitalization,
reclassification,  combination,  stock  split or other  relevant  change  in the
capitalization  of the Company.  Shares issued  pursuant to exercises of options
granted under the Director  Plan shall be issued from the  Company's  authorized
but unissued Common Stock.

     Expiration and Termination of Options. In general,  each option will expire
ten years from the date of its grant. An option may be terminated only if it has
been fully  exercised or it has expired by its terms.  If a participant  dies or
becomes subject to a permanent and total  disability  prior to the expiration of
an option,  such option may be exercised to the extent that the  participant was
entitled to exercise it at the time of death or disability,  as the case may be,
by the  participant,  the estate of the  participant or the person or persons to
whom the option may have been  transferred by will or by the laws of descent and
distribution.

     Assignment.  No option  granted  under the Director  Plan is  assignable or
transferable  by a  participant  other  than by  will  or  trust  in  which  the
participant  is the  grantor,  or by the laws of descent  and  distribution.  In
addition, no shares of common stock issued pursuant to the exercise of an option
may be  sold,  transferred  or  otherwise  disposed  of  prior to the end of the
six-month period that begins on the date of grant of such option.

     Outstanding  Options. As of March 1, 1997, options to purchase an aggregate
of 26,550 shares of the Company's common stock were outstanding  pursuant to the
Director Plan.

     Duration  of Plan.  Options  may be granted  under the  Director  Plan only
during the ten years  immediately  following the effective  date of the Director
Plan.  Accordingly,  options may not be granted  under the  Director  Plan after
September 1, 2005.

     Amendment and  Termination.  The Board is empowered under the Director Plan
to at any time  amend,  suspend or  discontinue  the  Director  Plan;  provided,
however,  that without further approval of the shareholders no amendment may (i)
increase  the  aggregate  number of shares of Common  Stock  which may be issued
pursuant to the Director  Plan (except in the event of a  "Recapitalization"  as
defined in the  Director  Plan),  or (iii)  otherwise  be made if the failure to
obtain  shareholder  approval  would  adversely  affect  the  compliance  of the
Director  Plan with the  requirements  of Rule 16b-3 under the Exchange  Act. No
amendment may be made by the Committee which in any material respect impairs the
rights of a participant without the participant's consent.

                                       10
Federal Income Tax Consequences.  The following  statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of options  under the Director  Plan. It is  emphasized  that,  while the
Company  believes  that the foregoing  statements  are correct based on existing
provisions  of the Code and the  interpretations  thereof,  no assurance  can be
given that legislative,  administrative,  or judicial changes or interpretations
will not occur that would modify such  statements.  Also,  individual  financial
situations  may vary and  state  and  local  taxation  may be  significant.  Any
participant in the Director Plan should,  therefore,  consult his or her own tax
advisor  concerning the tax consequences of the Director Plan and  participation
therein.

         No taxable  income to an optionee will be  recognized,  and the Company
will not be  entitled to any related  deduction,  at the time a stock  option is
granted  under the Director  Plan. An optionee will  recognize  ordinary  income
equal to the  excess  of the fair  market  value  of the  shares  on the date of
exercise  over  the  option  price,  and  the  Company  will  be  entitled  to a
corresponding deduction.  Upon disposition of the shares, the difference between
the amount realized upon such  disposition and the sum of the purchase price and
the amount of ordinary income  recognized in connection with the exercise of the
option  will  result in  long-term  or  short-term  capital  gain or loss to the
optionee  (depending  upon the  applicable  holding  period).  The Company  will
generally  not  be  allowed  any   deductions   unless  it  makes  any  required
withholdings with respect to the income recognized by the option holder.

                                    ISO PLAN

     General.  The title of the ISO Plan is the "Computer  Management  Sciences,
Inc.,  Incentive  Stock  Option  Plan"  and  the  name of the  registrant  whose
securities  are to be offered  pursuant to the ISO Plan is "Computer  Management
Sciences, Inc." The ISO Plan was terminated as to future option grants effective
as of August 31, 1995 and no options have been granted under such plan since May
24, 1995. The terms of the ISO Plan are summarized above in "Information  Common
to Each Plan" and also in the paragraphs below.

     Purpose.  The purposes of the ISO Plan were to (i) provide an incentive and
reward to key  employees  who were in a position  to  contribute  materially  to
expanding and improving the profits of the Company,  (ii) aid in attracting  and
retaining employees of outstanding ability, and (iii) encourage ownership of the
Common Stock of the Company by employees.

     Administration  of the  Plan.  The  ISO  Plan  was,  and  continues  to be,
administered by the Board. Subject to the provisions of the ISO Plan, the Board,
in its  discretion,  selected the recipients of options  granted  thereunder and
established  the terms of the options granted to each  participant,  such as the
number of shares  subject  to,  and the  exercise  price of,  such  options.  In
addition,  the Board had, and continues to have,  plenary authority to interpret
the ISO Plan and to prescribe, amend and rescind its terms.

     Plan Participants.  Each person employed by the Company as an officer or as
a manager of a department or division of the Company was eligible to participate
in the ISO Plan.

     Benefits.  Participants  in the ISO Plan were eligible to receive grants of
stock options,  as determined by the Board in its sole and absolute  discretion.
Awards of stock  options  pursuant to the ISO Plan were in the form of Incentive
Options.  Only  participants  who were employees of the Company were eligible to
receive grants of Incentive Options.  Options were granted under the ISO Plan on
terms and conditions not inconsistent with the provisions of the ISO Plan and in
such form as the Board deemed appropriate at the time of grant. Summarized below
are  certain  provisions  of the ISO Plan  relating  to the  grant of  Incentive
Options.

                  Exercise Price. Except with respect to option granted to Major
Shareholders, the exercise price of each share of the Common Stock subject to an
Incentive  Option  equaled  the fair  market  value of the share on the date the
option was granted,  which was  determined by the Board in good faith using such

                                       11
factors as the Board considered relevant. Any Incentive Options granted to Major
Shareholders  were granted at an exercise price of 110% of the fair market value
of the Common Stock on the date of grant.

                  Limitations  on  Options.  The  aggregate  fair  market  value
(determined  at date of grant) of the  Common  Stock  with  respect to which any
Incentive  Options  granted  under  the ISO Plan or any other  Company  plan may
become  exercisable  by any  individual  for the first time in any calendar year
shall not exceed $100,000.

                  Exercise of Options. An Incentive Option granted under the ISO
Plan  may be  exercised  at any  time as to part  or all of the  shares  covered
thereby;  provided,  however,  such Incentive  Option may not be exercised as to
less than 100 shares at any one time (or the  remaining  shares  covered by such
option if less than 100). In addition an option  granted to a participant  under
the ISO Plan will be  exercisable  as to not more than the vested  percentage of
the shares of the Common Stock subject to the option at any point in time.  Each
option granted under the ISO Plan will become vested  according to the following
schedule based on the date of grant of the Incentive Option:

             Plan Years of Completed
             Service with the Company
             Subsequent to Option Grant         Cumulative Percent Vested

                    Less than One Year                    -0-
                    1 Year                                20%
                    2 Years                               40%
                    3 Years                               60%
                    4 Years                               80%
                    5 Years                               100%

                  For purposes of the ISO Plan, "Plan Years of Completed Service
with the Company  Subsequent  to Option  Grant" means the calendar year in which
occurs the date of grant of the  Incentive  Option under the ISO Plan  (provided
that the  recipient  in question  has  completed at least 1,500 hours of service
with the Company during such calendar  year) and all calendar  years  subsequent
thereto in which such  recipient  completes at least 1,500 hours of service with
the Company. Except as otherwise provided in the ISO Plan, the vested portion of
an Incentive  Option may not be exercised at any time unless the holder  thereof
has been in the  continuous  employ of the Company from the date of the grant of
the  Incentive  Option to the date of its  exercise.  The purchase  price of the
shares as to which the vested portion of an Incentive  Option shall be exercised
will be paid in full in cash at the time of exercise.

     Shares Subject to the Plan. The aggregate  number of shares of Common Stock
available  for  issuance  under the ISO Plan was  2,510,150  shares,  subject to
adjustment to give effect to future changes in the number of outstanding  shares
of Common Stock by virtue of a recapitalization,  reclassification, combination,
stock  split or other  relevant  change in the  capitalization  of the  Company.
Shares issued  pursuant to exercises of Incentive  Options granted under the ISO
Plan will be issued from the Company's authorized but unissued Common Stock.

     Expiration, Forfeiture or Termination of Incentive Options.

                  Expiration of Incentive  Options.  Subject to the terms of the
ISO Plan relating to termination of options, each Incentive Option granted under
the ISO Plan will expire ten years from the date of its grant or, in the case of
a Major Shareholder, five years from the date of grant.

                  Termination  of  Incentive  Options.   During  the  period  of
continuous  employment with the Company,  an Incentive Option will be terminated
only if it has  been  fully  exercised  or it has  expired  by its  terms.  Upon

                                       12
termination of employment,  an Incentive Option will terminate upon the earliest
of (i) the full exercise of the  Incentive  Option,  (ii) the  expiration of the
Option by its terms,  or (iii) not more than three months  following the date of
employment  termination;  provided,  however,  should a  participant  die  while
employed  by the  Company  (or  within  three  months  thereafter),  the  period
referenced in clause (iii) above will be one year. Notwithstanding any provision
of the ISO Plan to the contrary, if a participant's  employment with the Company
is  terminated  within  one year from the date of grant of an  Incentive  Option
either (i) for cause,  or (ii) at the voluntary  initiation  of the  participant
without the Company's consent,  the Incentive Option, to the extent unexercised,
will terminate on the date of employment termination.

     Assignment.  No  option  granted  under  the  ISO  Plan  is  assignable  or
transferable  by a participant  other than by will or by the laws of descent and
distribution.

     Outstanding  Options. As of March 1, 1997, Options to purchase an aggregate
of 358,492 shares of the Company's Common Stock were outstanding pursuant to the
ISO Plan.

     Duration  of  Plan.  The ISO  Plan was  terminated  as to the  grant of new
options as of August 31,  1995 and no options  were  granted  under the ISO Plan
after May 24, 1995.

     Amendment or  Discontinuation  of the Plan. The Board may alter,  amend, or
terminate the ISO Plan from time to time without  approval of the  shareholders.
However,  without shareholder approval, no amendment will be effective that: (i)
materially  impairs the benefits  accruing to  participants  under the ISO Plan;
(ii)  increases the aggregate  number of shares that may be issued under the ISO
Plan; (iii) materially  modifies the eligibility  requirements for participation
in the ISO Plan;  (iv)  alters  option  prices  other  than to  conform  to Code
regulations  the manner in which the Board  determines  the fair market value of
the Common Stock; (v) modifies the periods during which Incentive Options may be
granted; or (vi) alters the provisions relating to  recapitalization.  Without a
participant's   consent,   no  termination  or  modification   may  affect  such
participant's rights under an Incentive Option previously granted.

     Federal Income Tax Consequences.  The following  statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of options under the ISO Plan. It is emphasized  that,  while the Company
believes that the following  statements are correct based on existing provisions
of the Code and the  interpretations  thereof,  no  assurance  can be given that
legislative,  administrative,  or judicial changes or  interpretations  will not
occur that would modify such statements.  Also,  individual financial situations
may vary and state and local taxation may be significant. Any participant in the
ISO Plan should,  therefore,  consult his or her own tax advisor  concerning the
tax consequences of the ISO Plan and participation therein.

         If an Incentive  Option was granted to an employee in  accordance  with
the terms of the ISO Plan, no income was recognized by such employee at the time
the option was granted.  Generally, upon exercise of an Incentive Option granted
under the ISO Plan,  an option  holder  will not  recognize  any  income and the
Company  will not be entitled  to a deduction  for tax  purposes.  However,  the
difference between the purchase price and the fair market value of the shares of
stock received on the date of exercise will be treated as a positive  adjustment
in determining  alternative minimum taxable income, which may subject the option
holder to the  alternative  minimum tax. The disposition of shares acquired upon
exercise of an  Incentive  Option under the ISO Plan will  ordinarily  result in
long-term  or  short-term  capital  gain or loss  (depending  on the  applicable
holding period). Generally,  however, if the option holder disposes of shares of
stock  acquired upon exercise of an Incentive  Option within two years after the
date of grant or within one year after the date of  exercise  (a  "disqualifying
disposition"), the option holder will recognize ordinary income, and the Company
will be entitled to a deduction for tax purposes, in the amount of the excess of
the fair market  value of the shares on the date of exercise  over the  purchase
price (or, in certain  circumstances,  the gain on sale, if less). Any excess of
the amount realized by the option holder on the  disqualifying  disposition over
the fair market  value of the shares on the date of exercise of such option will
ordinarily  constitute  capital  gain.  Delivery of shares  upon  exercise of an

                                       13
option granted under the ISO Plan is subject to any required  withholding taxes.
A person  exercising  such an option may, as a condition  precedent to receiving
the shares,  be required to pay the Company a cash amount equal to the amount of
required withholdings.

                                NONQUALIFIED PLAN

     General.  The title of the  Nonqualified  Plan is the "Computer  Management
Sciences,  Inc.,  1985  Nonqualified  Stock  Option  Plan,"  and the name of the
registrant whose securities are to be offered pursuant to the Nonqualified  Plan
is "Computer Management Sciences,  Inc." The Nonqualified Plan was terminated as
to future option grants effective as of August 31, 1995 and no options have been
granted under such plan since May 24, 1995. The terms of the  Nonqualified  Plan
are  summarized  above in  "Information  Common  to Each  Plan"  and also in the
paragraphs below.

     Purpose.  The  purposes of the  Nonqualified  Plan were to furnish  certain
members of the  Company's  management  team with further  inducement to continue
their service or  association  with the Company,  to encourage  them to obtain a
proprietary  interest in the Company,  and to provide  additional  incentive for
them to promote the best interests of the Company.

     Administration.   The   Nonqualified   Plan  was,  and   continues  to  be,
administered  by the stock  option  committee  of the Board of  Directors of the
Company  ("Stock  Option  Committee"),   whose  members  are  appointed  at  the
discretion of the Board.  The Stock Option  Committee has the power,  discretion
and  authority to interpret and  administer  the  Nonqualified  Plan in a manner
which is  consistent  with such plan's  provisions.  The  Committee  members are
appointed for indefinite terms by the Board. The Board may remove a Stock Option
Committee member or appoint additional members at any time for any reason.

     Plan  Participants.  Option grants pursuant to the  Nonqualified  Plan were
made only to key employees who, in the discretion of the Stock Option Committee,
were in a position to make significant contributions to the Company. Individuals
who were not full time employees of the Company were not eligible to participate
in the Nonqualified Plan.

     Benefits.  Options  granted under the  Nonqualified  Plan are  nonstatutory
stock options that do not meet the  requirements of Section 422 of the Code. The
Nonqualified  Plan  provides for the grant of  Nonqualified  Options at exercise
prices  not less than the net book  value per share of the  Common  Stock on the
date of grant. All options granted under the Nonqualified Plan have a term of 10
years and are exercisable immediately upon grant.

     Shares Subject to the Plan. The aggregate  number of shares of Common Stock
available for issuance under the Nonqualified Plan was 4,099,911 shares, subject
to  adjustment  to give  effect to future  changes in the number of  outstanding
shares  of  common  stock  of  the  Company  by  virtue  of a  recapitalization,
reclassification,  combination,  stock  split or other  relevant  change  in the
capitalization  of the Company.  Shares issued  pursuant to exercises of options
granted  under  the  Nonqualified  Plan  shall  be  issued  from  the  Company's
authorized but unissued common stock.

     Expiration  and  Termination  of Options.  During the period of  continuous
employment  with the Company,  an option will be terminated  only if it has been
fully exercised or it has expired by its terms.  Upon termination of employment,
an option  will  terminate  upon the  earliest  of (i) the full  exercise of the
option,  (ii) the expiration of the option by its terms,  or (iii) not more than
three months following the date of employment  termination;  provided,  however,
should  termination  of  employment  (A) result from the death or permanent  and
total  disability of the participant or the retirement of the  participant,  the
period referenced in clause (iii) above will be one year, or (B) be for cause or
initiated by the  participant  without the  Company's  consent,  the Option will
terminate on the date of employment termination.

                                       14
Assignment.  The outstanding  Options granted  pursuant to the Nonqualified
Plan  are  transferable  by the  holder  thereof,  subject  to  compliance  with
applicable securities laws.

     Outstanding  Options. As of March 1, 1997 (after giving effect to all stock
splits)  options to purchase an aggregate  of  1,736,538  shares of Common Stock
were outstanding pursuant to the Nonqualified Plan.

     Duration of Plan. The  Nonqualified  Plan was terminated as to the grant of
new  options  as of  August  31,  1995 and no  options  were  granted  under the
Nonqualified Plan after June 30, 1995.

     Amendment and  Termination.  The Stock Option  Committee is empowered under
the  Nonqualified  Plan  to at  any  time  amend,  suspend  or  discontinue  the
Nonqualified  Plan;  provided,  however,  that without  further  approval of the
shareholders  no amendment  may (i) increase the  aggregate  number of shares of
Common Stock which may be issued  pursuant to the  Nonqualified  Plan (except in
the event of a change in  capitalization  as  described  in Section  VIII of the
Nonqualified  Plan),  (ii) change the option exercise price,  (iii) increase the
maximum period during which options may be exercised,  (iv) extend the effective
date of the Nonqualified  Plan, or (v) materially  modify the requirements as to
eligibility for participation in the Nonqualified Plan.

     Federal Income Tax Consequences.  The following  statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of options under the Nonqualified  Plan. It is emphasized that, while the
Company  believes  that the following  statements  are correct based on existing
provisions  of the Code and the  interpretations  thereof,  no assurance  can be
given that legislative,  administrative,  or judicial changes or interpretations
will not occur that would modify such  statements.  Also,  individual  financial
situations  may vary and  state  and  local  taxation  may be  significant.  Any
participant in the Nonqualified Plan should,  therefore,  consult his or her own
tax  advisor  concerning  the tax  consequences  of the  Nonqualified  Plan  and
participation therein.

     No taxable income to any optionee was  recognized,  and the Company did not
take any related deduction,  at the time Nonqualified Options were granted under
the Nonqualified  Plan. An optionee will recognize  ordinary income equal to the
excess of the fair market  value of the shares on the date of exercise  over the
option  price,  and the Company will be entitled to a  corresponding  deduction.
Upon disposition of the shares,  the difference between the amount realized upon
such  disposition  and the sum of the purchase  price and the amount of ordinary
income  recognized in connection  with the exercise of the option will result in
long-term or short-term capital gain or loss to the optionee (depending upon the
applicable  holding  period).  The  Company  will  generally  not be allowed any
deductions unless it makes any required  withholdings with respect to the income
recognized by the option holder.

                     MIACO PLAN (1991) AND MIACO PLAN (1996)

     General.  On January 17, 1997, the Company  acquired Miaco  Corporation,  a
Colorado  corporation  ("Miaco"),  pursuant to a reverse  triangular  subsidiary
merger (the "Merger"). Miaco survived the Merger as a wholly-owned subsidiary of
the  Company.  In  connection  with the Merger,  the  Company  assumed the stock
options  granted  under  the  Miaco  Plan  (1991)  and  the  Miaco  Plan  (1996)
(collectively,  the "Miaco  Plans") and exchanged each  outstanding  Miaco stock
option  for  an  option  to  purchase   the  Common  Stock  of  the  Company  on
substantially  the same terms as were  applicable  to such  option  prior to the
Merger.  Such Company stock options  entitle the holder  thereof to purchase the
same number of shares of Common  Stock as the holder of such  option  would have
been entitled to receive  pursuant to the Merger had such holder  exercised such
option in full  immediately  prior to the Merger,  at a price per share equal to
(i) the  aggregate  exercise  price for the Miaco shares  otherwise  purchasable
pursuant  to such  option  divided by (ii) the  number of full  shares of Common
Stock deemed purchasable pursuant to such option.

                                       15
The title of the Miaco Plan (1991) is the "Miaco  Corporation  Stock Option
Plan (1991)," and the name of the registrant  whose securities are to be offered
pursuant to the Miaco Plan (1991) is "Computer  Management  Sciences,  Inc." The
Miaco Plan (1991)  expired as to future option grants  effective as of March 31,
1996 and no options  have been granted  under such plan since  November 1, 1995.
The title of the Miaco Plan (1996) is the "Miaco  Corporation  Stock Option Plan
(1996),"  and the name of the  registrant  whose  securities  are to be  offered
pursuant to the Miaco Plan (1996) is "Computer  Management  Sciences,  Inc." The
Miaco Plan (1996) will expire as to future option grants effective as of January
17, 1997 and no options  have been  granted  under the Miaco Plan  (1996)  since
August  15,  1996.  The  terms  of the  Miaco  Plans  are  summarized  above  in
"Information Common to Each Plan" and also in the paragraphs below.

     Purpose. The purposes of the Miaco Plans were to attract and retain persons
of exceptional  ability and to motivate such persons to exert their best efforts
on behalf of Miaco.

     Administration.  The Miaco Plans are administered by the Board of Directors
of Miaco (the  "Miaco  Board").  The Miaco Board has the power,  discretion  and
authority  to  interpret  and  administer  the Miaco Plans in a manner  which is
consistent with the provisions of such plans. The members of the Miaco Board are
elected for one (1) year terms by Miaco's shareholders.

     Plan Participants. Option grants pursuant to the Miaco Plans were made only
to full-time  employees of Miaco who, in the discretion of the Miaco Board, were
in a position to make significant contributions to Miaco.

     Benefits.  Options granted under the Miaco Plans are  Nonqualified  Options
that do not meet the  requirements  of Section 422 of the Code.  The Miaco Plans
provide for the grant of Nonqualified  Options at exercise prices  determined by
the Miaco Board in its sole  discretion.  Options  granted  under the Miaco Plan
(1991) have terms of either  nine (9) or ten (10) years and all options  granted
under the Miaco Plan (1996) expire on March 31, 2001. All options  granted under
the Miaco Plans are fully vested.

     Shares Subject to the Plans. The aggregate number of shares of Common Stock
available  for  issuance  pursuant to options  granted  under the Miaco Plans is
18,074  shares,  subject to adjustment  to give effect to future  changes in the
number  of  outstanding  shares of Common  Stock of the  Company  by virtue of a
recapitalization,  reclassification,  combination, stock split or other relevant
change in the capitalization of the Company. Shares issued pursuant to exercises
of options  granted  under the Miaco Plans  shall be issued  from the  Company's
authorized but unissued Common Stock.

     Expiration and Termination of Options.  During the continuous employment of
the optionee,  each option will be  exercisable  from time to time over a period
beginning  on the date of grant of the option  and ending on the  earlier of the
expiration,  termination or cancellation of the option; provided,  however, that
the Miaco Board had the authority,  by the provisions of the option  agreements,
to limit the number of shares  purchasable  under the agreement in any period or
periods of time during which the option is exercisable. If an optionee ceases to
be a  continuous  employee of Miaco or the Company for any reason,  his right to
exercise options granted pursuant to the Miaco Plans shall terminate on the date
that his continuous employment first ceases. An employee of Miaco or the Company
shall be deemed a "continuous  employee" of Miaco or the Company for purposes of
he Miaco Plans if the  employee  is a full time  employee,  actively  working on
Miaco's or the  Company's  behalf.  An  employee  shall be deemed a  "continuous
employee"  hereunder  notwithstanding  the fact  that he or she is not  actively
working  on  Miaco's or the  Company's  behalf  due to either  (a) a  short-term
disability  leave; (b) a leave of absence due to a documented  medical emergency
in the  employee's  immediate  family;  or (c) a  leave  of  absence  due to the
employee having been called to active duty in the military service of the United
States  of  America.  The  employee  shall  be  deemed  not to be a  "continuous
employee" in the event his or her absence from active employment exceeds a total
of ninety (90) days due to one or more of the circumstances set forth above. The
Miaco Board, in its capacity as the responsible body for  administration  of the
Miaco Plans,  shall have sole  discretion in  interpreting  any questions  which
arise relating to the expiration and termination of Options.

                                       16
Assignment.  No option granted under the Miaco Plans shall be  transferable
and such option shall be exercisable only by the optionee during such optionee's
lifetime.

     Outstanding  Options. As of March 1, 1997, options to purchase an aggregate
of 18,074 shares of Common Stock were outstanding pursuant to the Miaco Plans.

     Duration of Plan.  The Miaco Plan (1991) was  terminated as to the grant of
new options as of March 31,  1996 and no options  were  granted  under the Miaco
Plan  (1991)  after  November 1, 1995.  The Miaco Plan (1996)  expired as to the
grant of new  options as of January 17,  1997 and no options  have been  granted
under the Miaco Plan (1996) since August 15, 1996.

     Amendment  and  Termination.  The Miaco Board is empowered  under the Miaco
Plans to amend,  suspend or discontinue  the Miaco Plans at any time;  provided,
however, that without further approval of the shareholders, no amendment may (i)
increase  the  aggregate  number of shares of Common  Stock  which may be issued
pursuant to the Miaco Plans,  or (ii) permit the granting of options that expire
beyond the period provided in Section 5(a) of the applicable  plan.  Without the
written  consent of the optionee,  no amendment or suspension of the Miaco Plans
will alter or impair any option  previously  granted to such optionee  under the
Miaco Plans.

     Federal Income Tax Consequences.  The following  statements are intended to
summarize the general principles of current federal income tax law applicable to
grants of  options  under the Miaco  Plans.  It is  emphasized  that,  while the
Company  believes  that the following  statements  are correct based on existing
provisions  of the Code and the  interpretations  thereof,  no assurance  can be
given that legislative,  administrative,  or judicial changes or interpretations
will not occur that would modify such  statements.  Also,  individual  financial
situations  may vary and  state  and  local  taxation  may be  significant.  Any
participant  in the Miaco Plans  should,  therefore,  consult his or her own tax
advisor  concerning the tax  consequences  of the Miaco Plans and  participation
therein.

     No taxable  income to any optionee was  recognized,  and Miaco did not take
any related deduction,  at the time Nonqualified  Options were granted under the
Miaco Plans.  An optionee will recognize  ordinary income equal to the excess of
the fair  market  value of the  shares on the date of  exercise  over the option
price,  and the  Company  will be entitled to a  corresponding  deduction.  Upon
disposition of the shares,  the difference between the amount realized upon such
disposition  and the sum of the purchase price and the amount of ordinary income
recognized  in  connection  with the  exercise  of the  option  will  result  in
long-term or short-term capital gain or loss to the optionee (depending upon the
applicable  holding  period).  The  Company  will  generally  not be allowed any
deductions unless it makes any required  withholdings with respect to the income
recognized by the option holder.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The Company will provide  without charge to  participants in the Plans,
upon written or oral request,  copies of the documents incorporated by reference
in Item 3, Part II of the  Registration  Statement  (other than exhibits to such
documents),  which  documents are hereby  incorporated  into this  Prospectus by
reference.  The Company will also provide  without charge to participants in the
Plans,  upon written or oral request,  all documents  subsequently  filed by the
Company  pursuant to Sections 13(a),  13(c),  14, and 15(d) of the Exchange Act,
subsequent  to the  date  of  this  Prospectus  and  prior  to the  filing  of a
post-effective  amendment to the Registration  Statement and the information and
documentation described in Rule 428(b) of the Securities Act.

         Any such request should be directed to: Computer  Management  Sciences,
Inc., 8133  Baymeadows  Way,  Jacksonville,  Florida 32256,  Attention:  Anthony
Colaluca, telephone number (904) 737-8955.

                                       17
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  filed by the  Company  with  the  Commission
pursuant to the Exchange Act (Commission  File No. 0-26622) are  incorporated by
reference in this Registration Statement:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1996;

     (b)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration Statement on Form 8-A filed by the Company under Section
12 of the Exchange  Act,  dated August 11, 1995,  and any  amendments or reports
filed for the purpose of updating such description.

         All 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 hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
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

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Florida  Business  Corporation Act, as amended (the "Florida Act"),
provides that, in general,  a business  corporation may indemnify any person who
is or was a party to any  proceeding  (other  than an action by, or in the right
of, the  corporation)  by reason of the fact that he or she is or was a director
or officer of the  corporation,  against  liability  incurred in connection with
such proceeding,  including any appeal thereof,  provided certain  standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation,  and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful.  In the case of  proceedings by or in the right of the
corporation,  the Florida Act  provides  that,  in general,  a  corporation  may
indemnify  any person who was or is a party to any such  proceeding by reason of
the fact  that he or she is or was a  director  or  officer  of the  corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such  proceeding,  including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she  reasonably  believed to be in, or not opposed to, the best  interests of
the corporation,  except that no indemnification shall be made in respect of any
claim as to which such person is  adjudged  liable  unless a court of  competent
jurisdiction  determines  upon  application  that  such  person  is  fairly  and
reasonably  entitled to indemnity.  To the extent that any officers or directors
are  successful  on  the  merits  or  otherwise  in  the  defense  of any of the
proceedings  described  above,  the Florida Act provides that the corporation is
required to indemnify such officers or directors  against expenses  actually and
reasonably incurred in connection  therewith.  However,  the Florida Act further
provides that, in general,  indemnification or advancement of expenses shall not
be made to or on behalf of any  officer or director if a judgment or other final
adjudication  establishes  that his or her actions,  or  omissions to act,  were
material to the cause of action so adjudicated and  constitute:  (i) a violation
of the  criminal  law,  unless the director or officer had  reasonable  cause to
believe his or her conduct was lawful or had no  reasonable  cause to believe it

                                      II-1
was unlawful;  (ii) a transaction  from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the  Florida Act or the  corporation's  articles  of  incorporation;  or (iv)
willful  misconduct  or a  conscious  disregard  for the best  interests  of the
corporation  in a proceeding by or in the right of the  corporation to procure a
judgment in its favor or in a  proceeding  by or in the right of a  shareholder.
Article X of the Company's  Articles of Incorporation  provides that the Company
shall  indemnify  any  director,  officer or  employee  or any former  director,
officer or employee to the full extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2
ITEM 8.  EXHIBITS.

     4.4  Computer   Management   Sciences,   Inc.  1995  Stock  Incentive  Plan
          (incorporated   by  reference   to  Exhibit  10.4  to  the   Company's
          Registration  Statement  on Form S-1,  filed  August 9,  1995,  and as
          amended by amendments filed September 12, 1995, September 22, 1995 and
          September 26, 1995 (Commission File No. 33-95544)).

     4.5  Computer Management  Sciences,  Inc. 1995 Non-Employee  Director Stock
          Option  Plan  (incorporated  by  reference  to  Exhibit  10.5  to  the
          Company's  Registration  Statement on Form S-1,  filed August 9, 1995,
          and as amended by amendments  filed September 12, 1995,  September 22,
          1995 and September 26, 1995 (Commission File No. 33-95544)).

     4.6  Computer  Management  Sciences,   Inc.  Incentive  Stock  Option  Plan
          (incorporated   by  reference   to  Exhibit  10.3  to  the   Company's
          Registration  Statement  on Form S-1,  filed  August 9,  1995,  and as
          amended by amendments filed September 12, 1995, September 22, 1995 and
          September 26, 1995 (Commission File No. 33-95544)).

     4.7  Computer  Management  Sciences,  Inc.  Nonqualified  Stock Option Plan
          (incorporated   by  reference   to  Exhibit  10.2  to  the   Company's
          Registration  Statement  on Form S-1,  filed  August 9,  1995,  and as
          amended by amendments filed September 12, 1995, September 22, 1995 and
          September 26, 1995 (Commission File No. 33-95544)).

     4.8  Miaco Corporation Stock Option Plan (1991).

     4.9  Miaco Corporation Stock Option Plan (1996).

     5.1  Opinion of Holland & Knight LLP as to the  legality of the  securities
          being registered hereunder.

     23.1 Consent of Holland & Knight LLP (contained in Exhibit 5.1 hereto).

     23.2 Consent of KPMG Peat Marwick LLP.

     23.3 Consent of Dellinger & Deese, LLP

     23.4 Consent of Williams, Cox, Weidner and Cox

     24.1 Powers of Attorney.

                                      II-3
ITEM 9.  UNDERTAKINGS.

         (a)      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 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)(1)(i) and (a)(1)(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 purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities  offered herein,
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 that 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 (the "Act") may be permitted to directors,  officers and
controlling persons of the registrant pursuant to the foregoing  provisions (see
Item 6) or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-4
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 Jacksonville, State of Florida, on March 27, 1997.

                           COMPUTER MANAGEMENT SCIENCES, INC.

                           By: /s/Anthony Colaluca
                               ------------------------------------
                               Anthony Colaluca, Vice President and
                               Chief Accounting Officer (Principal 
                               Accounting Officer)

         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.

         Signatures                     Title                        Date

/s/Jerry W. Davis           Chairman of the Board, Chief        March 27, 1997
-------------------------   Executive Officer, and Director 
Jerry W. Davis              (Principal Executive Officer)
                            

/s/Anthony V. Weight        Senior Vice President, Chief        March 27, 1997
-------------------------   Financial Officer, and Director 
Anthony V. Weight           (Principal Financial Officer)
                            

/s/Larry A. Longhi          Group Vice President and Director   March 27, 1997
-------------------------
Larry A. Longhi

/s/David C. Minardi         Group Vice President and Director   March 27, 1997
-------------------------
David C. Minardi

/s/Edward E. Fishback, Jr.  Group Vice President and Director   March 27, 1997
-------------------------
Edward E. Fishback, Jr.

/s/Perry E. Esping          Director                            March 27, 1997
-------------------------
Perry E. Esping

/s/Harry C. Stonecipher     Director                            March 27, 1997
-------------------------
Harry C. Stonecipher

                                      II-5