<PAGE>
                              Reg. No. 33- ______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          THE CONTINUUM COMPANY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                               74-1609363
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

               9500 ARBORETUM BOULEVARD, AUSTIN, TEXAS 78759-6399
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                              HOGAN SYSTEMS, INC.
                       1982 INCENTIVE STOCK OPTION PLAN,
                       1984 INCENTIVE STOCK OPTION PLAN,
                       1985 INCENTIVE STOCK OPTION PLAN,
                      1982 NONSTATUTORY STOCK OPTION PLAN,
                      1984 NONSTATUTORY STOCK OPTION PLAN,
                      1985 NONSTATUTORY STOCK OPTION PLAN
                           (FULL TITLE OF THE PLANS)

                             JOHN L. WESTERMANN III
                    VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                          THE CONTINUUM COMPANY, INC.
                            9500 ARBORETUM BOULEVARD
                            AUSTIN, TEXAS 78759-6399
                                 (512) 345-5700
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                                 JACK DENNISON
                        VICE PRESIDENT, GENERAL COUNSEL
                          THE CONTINUUM COMPANY, INC.
                            9500 ARBORETUM BOULEVARD
                            AUSTIN, TEXAS 78759-6399
<TABLE>
<CAPTION>

                                CALCULATION OF REGISTRATION FEE

TITLE OF SECURITIES      AMOUNT TO BE        PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
TO BE REGISTERED         REGISTERED (1)      OFFERING PRICE        AGGREGATE OFFERING      REGISTRATION FEE
                                             PER SHARE (1)         PRICE (1)
<S>                        <C>                <C>                   <C>                       <C>  

COMMON STOCK,                                                                                               
PAR VALUE $0.10            506,153            $20.713               $10,483,947.10            $3,616
PER SHARE                               

</TABLE>

<PAGE>

(1)  IN  CONNECTION  WITH ITS  ACQUISITION  BY  MERGER  OF HOGAN  SYSTEMS,  INC.
     ("HOGAN"), THE REGISTRANT WILL ASSUME OUTSTANDING EMPLOYEE STOCK OPTIONS OF
     HOGAN. PURSUANT TO RULE 457(H)(1), THE REGISTRATION FEE WAS COMPUTED ON THE
     BASIS OF THE PRICES AT WHICH THE ASSUMED STOCK OPTIONS MAY BE EXERCISED.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference:

     The  following  documents  filed  by  The  Continuum  Company,   Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by reference:

     (a) the  Company's  quarterly  reports on Form 10-Q for the quarters  ended
June 30, 1995,  September  30, 1995,  and December 31, 1995,  filed  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934; and

     (b) the  Company's  annual report on Form 10-K for the year ended March 31,
1995 filed  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934; and

     (c) the Company's  Current Reports on Form 8-K dated December 19, 1995, and
January 19, 1996; and

     (d) the  Company's  Registration  Statement on Form 8-A filed under Section
12(b) of the Securities  Exchange Act of 1934 for the purpose of registering the
Common Stock of the Company on the New York Stock Exchange.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such reports and documents.

Item 6.  Indemnification of Directors and Officers:

     Section 145 of the Delaware  General  Corporation Law permits a corporation
to grant  indemnification  to  directors,  officers  and  other  agents in terms
sufficiently  broad to permit  indemnification  under certain  circumstances for
liabilities,  including expenses,  arising in connection with the Securities Act
of 1933.  Pursuant to the  Certificate  of  Incorporation  and the Bylaws of the
Company,  directors  and  officers of the Company  are  indemnified  to the full
extent   permitted   by  law.  In   addition,   the  Company  has  entered  into
indemnification  agreements  with its officers and directors that indemnify such
officers and directors to the full extent  permitted by law against all expenses
(including attorneys' fees), judgements, fines or settlement amounts incurred or
paid by them in any action or  proceeding,  including any action by or on behalf
of the  Company,  on account of their  service as an officer or  director of the
Company.

                                       2

<PAGE>

Item 8.  Exhibits:

     4.1 Restated Certificate of Incorporation of the Company, as amended (filed
as an Exhibit to the  Company's  Annual Report on Form 10-K for the period ended
March 31, 1994, and incorporated herein by reference)

     4.2 Bylaws of the  Company  (filed as an Exhibit  to the  Company's  Annual
Report on Form 10-K for the fiscal year ended  March 31,  1989 and  incorporated
herein by  reference)  and amendment  thereto  adopted May 18, 1989 (filed as an
Exhibit to the  Company's  Annual  Report on Form 10-K for the fiscal year ended
March 31, 1989 and incorporated herein by reference)

     5.1  Opinion  and  Consent  of Jack D.  Dennison,  General  Counsel  of the
          Company

    23.1  Consent of Ernst & Young LLP

    23.2  Consent of KPMG Peat Marwick LLP

    23.3 Consent of Jack D. Dennison,  General Counsel of the Company  (included
in the Opinion of Counsel filed as Exhibit 5.1)

    24.1  Powers of Attorney

Item 19.  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  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       3

<PAGE>

    (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  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 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       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 Austin, Texas on this 15th day of March, 1996.

                                        THE CONTINUUM COMPANY, INC.


                                        By:  JOHN L. WESTERMANN III
                                             Vice President and
                                             Treasurer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on March 15, 1996.

    SIGNATURE                                            TITLE

*RONALD C. CARROLL                                Chairman of the Board
                                                  of Directors

*LOWELL C. ANDERSON                               Director

*THOMAS G. BROWN                                  Director

*W. MICHAEL LONG                                  President, Chief Executive
                                                  Officer and Director

*THOMAS A. MCDONNELL                              Director

*CARL S. QUINN                                    Director

*EDWARD C. STANTON, III                           Director

*E. LEE WALKER                                    Director

JOHN L. WESTERMANN III                            Vice President and Treasurer
                                                  (Principal Financial Officer)

LOU ANNE GILMORE                                  Vice President and Controller
                                                  (Principal Accounting Officer)

*BY  JOHN L. WESTERMANN III
     Attorney-in-Fact


                                       5

<PAGE>



                               INDEX TO EXHIBITS


EXHIBIT                                                                     PAGE



 5.1  Opinion and Consent of Jack D. Dennison,
      General Counsel of the Company                                           7


23.1  Consent of Ernst & Young LLP                                             8


23.2  Consent of KPMG Peat Marwick LLP                                         9


23.3  Consent of Jack. D. Dennison, General
      Counsel of the Company (included in
      the Opinion of Counsel filed as
      Exhibit 5.1)


24.1  Power of Attorney from Officers and
      Directors of the Company                                                10


                                       6

<PAGE>


                                                                     EXHIBIT 5.1


March 15, 1996


The Continuum Company, Inc.
9500 Arboretum Boulevard
Austin, Texas 78759

Ladies and Gentlemen:

     I am Vice President and General Counsel of The Continuum  Company,  Inc., a
Delaware  corporation  (the  "Company"),  and I  have  advised  the  Company  in
connection with the registration,  pursuant to a Registration  Statement on Form
S-8 being filed with the Securities and Exchange  Commission (the  "Registration
Statement")  under the  Securities  Act of 1933, as amended (the "Act"),  of the
issuance  by the  Company  from  time  to time of up to  506,153  shares  of the
Company's Common Stock, par value $.10 per share (the "Shares").  The Shares are
issuable upon exercise of outstanding  stock options (the "Options") to purchase
shares of common stock of Hogan  Systems,  Inc. that were assumed by the Company
in  connection   with  the  merger  (the  "Merger")  of  Continuum   Acquisition
Corporation  into Hogan  Systems,  Inc. Such merger was  consummated on the date
hereof.

     In this connection,  I have examined the corporate  records of the Company,
including  its Restated  Articles of  Incorporation,  its By-laws and minutes of
meetings of its  directors.  I have also  examined the  Registration  Statement,
together  with the  exhibits  thereto and such other  documents as I have deemed
necessary for the purpose of expressing the opinion contained herein.

     Based upon the foregoing, I am of the opinion that the Shares will be, when
issued in accordance with the terms of the Options,  validly issued,  fully paid
and nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement. In giving this consent, I do not thereby admit that I am
within the category of persons whose consent is required  under Section 7 of the
Act and the rules and regulations thereunder.

                                              Very truly yours,

                                              JACK D. DENNISON
                                              Vice President and General Counsel


                                       7

<PAGE>



                                                                    EXHIBIT 23.1

                          CONSENT OF ERNST & YOUNG LLP




     We consent to the incorporation by reference in the Registration  Statement
(Form S-8) of The Continuum Company, Inc. for the registration of 506,153 shares
of its common  stock of our report  dated April 26,  1995,  with  respect to the
consolidated  financial  statements and schedule of The Continuum Company,  Inc.
included  in its Annual  Report  (Form  10-K) for the year ended  March 31, 1995
filed with the Securities and Exchange Commission.






                                                               ERNST & YOUNG LLP



Austin, Texas
March 14, 1996



                                       8

<PAGE>



                                                                    EXHIBIT 23.2



                       CONSENT OF KPMG PEAT MARWICK LLP



The Board of Directors
The Paxus Corporation Limited:



We consent to  incorporation  by reference  herein of our report dated September
24, 1993, relating to the consolidated  statements of operations,  shareholders'
deficit,  and cash flows of Paxus Corporation Limited (a company incorporated in
New South Wales,  Australia) and  subsidiaries for the year ended March 31, 1993
and all related  schedules  (presented in  conformity  with  generally  accepted
accounting  principles  in the United  States),  which report is not  separately
presented in the Annual Report on Form 10-K of The Continuum  Company,  Inc. for
the year ended March 31, 1995.


                                                           KPMG PEAT MARWICK LLP


Sydney, New South Wales, Australia
March 14, 1996



                                       9

<PAGE>



                                                                    EXHIBIT 24.1


                               POWER OF ATTORNEY

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints John L. Westermann III and Jack Dennison,  and each of them, any one of
whom may act without joinder of the other, as true and lawful  attorneys-in-fact
and agents, with full power of substitution and  resubstitution,  for him and in
his name, place and stead, in any and all capacities, to do any and all acts and
things and to execute any and all instruments which said attorneys and agents or
either of them may deem  necessary  or advisable to enable the Company to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect  thereof,  in
connection  with the  registration  under  the said  Securities  Act of up to an
aggregate  509,146  shares of Common Stock of the  Company,  par value $0.10 per
share (the "Common  Stock"),  to be offered and sold by the Company from time to
time  pursuant to stock  options  granted  under the Hogan  Systems,  Inc.  1982
Nonstatutory   Stock  Option  Plan,  1982  Incentive  Stock  Option  Plan,  1984
Nonstatutory   Stock  Option  Plan,  1984  Incentive  Stock  Option  Plan,  1985
Nonstatutory Stock Option Plan, and 1985 Incentive Stock Option Plan,  including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign for and on behalf of the Company a Registration  Statement
on  Form  S-8  or  to  any  amendments  thereto  (including  any  post-effective
amendments)  filed with the Securities and Exchange  Commission  with respect to
any such shares of Common Stock, and to any instrument or document filed as part
of, as an exhibit  to, or in  connection  with said  Registration  Statement  or
amendments.


Dated this 11th day of March, 1996


RONALD C. CARROLL                                 LOWELL C. ANDERSON


THOMAS G. BROWN                                   W. MICHAEL LONG


THOMAS A. MCDONNELL                               CARL S. QUINN


EDWARD C. STANTON, III                            E. LEE WALKER


                                       10
[{"type": "S-8", "sequence": "1", "description": "TO REGISTER THE CONTINUUM AND HOGAN MERGER.", "secsgml_size_bytes": 19302}]
{"company-data": {"conformed-name": "CONTINUUM CO INC", "cik": "0000096608", "assigned-sic": "7372", "irs-number": "741609363", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01791", "film-number": "96536016"}, "business-address": {"street1": "9500 ARBORETUM BLVD", "city": "AUSTIN", "state": "TX", "zip": "78759-6399", "phone": "5123455700"}, "mail-address": {"street2": "9500 ARBORETUM BLVD", "city": "AUSTIN", "state": "TX", "zip": "78759-6399"}, "former-company": [{"former-conformed-name": "TCC INC", "date-changed": "19800113"}, {"former-conformed-name": "TRACOR COMPUTING CORP", "date-changed": "19720526"}]}
Reg. No. 33- ______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          THE CONTINUUM COMPANY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                               74-1609363
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

               9500 ARBORETUM BOULEVARD, AUSTIN, TEXAS 78759-6399
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                              HOGAN SYSTEMS, INC.
                       1982 INCENTIVE STOCK OPTION PLAN,
                       1984 INCENTIVE STOCK OPTION PLAN,
                       1985 INCENTIVE STOCK OPTION PLAN,
                      1982 NONSTATUTORY STOCK OPTION PLAN,
                      1984 NONSTATUTORY STOCK OPTION PLAN,
                      1985 NONSTATUTORY STOCK OPTION PLAN
                           (FULL TITLE OF THE PLANS)

                             JOHN L. WESTERMANN III
                    VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                          THE CONTINUUM COMPANY, INC.
                            9500 ARBORETUM BOULEVARD
                            AUSTIN, TEXAS 78759-6399
                                 (512) 345-5700
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                                 JACK DENNISON
                        VICE PRESIDENT, GENERAL COUNSEL
                          THE CONTINUUM COMPANY, INC.
                            9500 ARBORETUM BOULEVARD
                            AUSTIN, TEXAS 78759-6399
CALCULATION OF REGISTRATION FEE

TITLE OF SECURITIES      AMOUNT TO BE        PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
TO BE REGISTERED         REGISTERED (1)      OFFERING PRICE        AGGREGATE OFFERING      REGISTRATION FEE
                                             PER SHARE (1)         PRICE (1)
COMMON STOCK,                                                                                               
PAR VALUE $0.10            506,153            $20.713               $10,483,947.10            $3,616
PER SHARE
(1)  IN  CONNECTION  WITH ITS  ACQUISITION  BY  MERGER  OF HOGAN  SYSTEMS,  INC.
     ("HOGAN"), THE REGISTRANT WILL ASSUME OUTSTANDING EMPLOYEE STOCK OPTIONS OF
     HOGAN. PURSUANT TO RULE 457(H)(1), THE REGISTRATION FEE WAS COMPUTED ON THE
     BASIS OF THE PRICES AT WHICH THE ASSUMED STOCK OPTIONS MAY BE EXERCISED.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference:

     The  following  documents  filed  by  The  Continuum  Company,   Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by reference:

     (a) the  Company's  quarterly  reports on Form 10-Q for the quarters  ended
June 30, 1995,  September  30, 1995,  and December 31, 1995,  filed  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934; and

     (b) the  Company's  annual report on Form 10-K for the year ended March 31,
1995 filed  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934; and

     (c) the Company's  Current Reports on Form 8-K dated December 19, 1995, and
January 19, 1996; and

     (d) the  Company's  Registration  Statement on Form 8-A filed under Section
12(b) of the Securities  Exchange Act of 1934 for the purpose of registering the
Common Stock of the Company on the New York Stock Exchange.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such reports and documents.

Item 6.  Indemnification of Directors and Officers:

     Section 145 of the Delaware  General  Corporation Law permits a corporation
to grant  indemnification  to  directors,  officers  and  other  agents in terms
sufficiently  broad to permit  indemnification  under certain  circumstances for
liabilities,  including expenses,  arising in connection with the Securities Act
of 1933.  Pursuant to the  Certificate  of  Incorporation  and the Bylaws of the
Company,  directors  and  officers of the Company  are  indemnified  to the full
extent   permitted   by  law.  In   addition,   the  Company  has  entered  into
indemnification  agreements  with its officers and directors that indemnify such
officers and directors to the full extent  permitted by law against all expenses
(including attorneys' fees), judgements, fines or settlement amounts incurred or
paid by them in any action or  proceeding,  including any action by or on behalf
of the  Company,  on account of their  service as an officer or  director of the
Company.

                                       2
Item 8.  Exhibits:

     4.1 Restated Certificate of Incorporation of the Company, as amended (filed
as an Exhibit to the  Company's  Annual Report on Form 10-K for the period ended
March 31, 1994, and incorporated herein by reference)

     4.2 Bylaws of the  Company  (filed as an Exhibit  to the  Company's  Annual
Report on Form 10-K for the fiscal year ended  March 31,  1989 and  incorporated
herein by  reference)  and amendment  thereto  adopted May 18, 1989 (filed as an
Exhibit to the  Company's  Annual  Report on Form 10-K for the fiscal year ended
March 31, 1989 and incorporated herein by reference)

     5.1  Opinion  and  Consent  of Jack D.  Dennison,  General  Counsel  of the
          Company

    23.1  Consent of Ernst & Young LLP

    23.2  Consent of KPMG Peat Marwick LLP

    23.3 Consent of Jack D. Dennison,  General Counsel of the Company  (included
in the Opinion of Counsel filed as Exhibit 5.1)

    24.1  Powers of Attorney

Item 19.  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  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       3
(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  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 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       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 Austin, Texas on this 15th day of March, 1996.

                                        THE CONTINUUM COMPANY, INC.

                                        By:  JOHN L. WESTERMANN III
                                             Vice President and
                                             Treasurer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on March 15, 1996.

    SIGNATURE                                            TITLE

*RONALD C. CARROLL                                Chairman of the Board
                                                  of Directors

*LOWELL C. ANDERSON                               Director

*THOMAS G. BROWN                                  Director

*W. MICHAEL LONG                                  President, Chief Executive
                                                  Officer and Director

*THOMAS A. MCDONNELL                              Director

*CARL S. QUINN                                    Director

*EDWARD C. STANTON, III                           Director

*E. LEE WALKER                                    Director

JOHN L. WESTERMANN III                            Vice President and Treasurer
                                                  (Principal Financial Officer)

LOU ANNE GILMORE                                  Vice President and Controller
                                                  (Principal Accounting Officer)

*BY  JOHN L. WESTERMANN III
     Attorney-in-Fact

                                       5
INDEX TO EXHIBITS

EXHIBIT                                                                     PAGE

 5.1  Opinion and Consent of Jack D. Dennison,
      General Counsel of the Company                                           7

23.1  Consent of Ernst & Young LLP                                             8

23.2  Consent of KPMG Peat Marwick LLP                                         9

23.3  Consent of Jack. D. Dennison, General
      Counsel of the Company (included in
      the Opinion of Counsel filed as
      Exhibit 5.1)

24.1  Power of Attorney from Officers and
      Directors of the Company                                                10

                                       6
EXHIBIT 5.1

March 15, 1996

The Continuum Company, Inc.
9500 Arboretum Boulevard
Austin, Texas 78759

Ladies and Gentlemen:

     I am Vice President and General Counsel of The Continuum  Company,  Inc., a
Delaware  corporation  (the  "Company"),  and I  have  advised  the  Company  in
connection with the registration,  pursuant to a Registration  Statement on Form
S-8 being filed with the Securities and Exchange  Commission (the  "Registration
Statement")  under the  Securities  Act of 1933, as amended (the "Act"),  of the
issuance  by the  Company  from  time  to time of up to  506,153  shares  of the
Company's Common Stock, par value $.10 per share (the "Shares").  The Shares are
issuable upon exercise of outstanding  stock options (the "Options") to purchase
shares of common stock of Hogan  Systems,  Inc. that were assumed by the Company
in  connection   with  the  merger  (the  "Merger")  of  Continuum   Acquisition
Corporation  into Hogan  Systems,  Inc. Such merger was  consummated on the date
hereof.

     In this connection,  I have examined the corporate  records of the Company,
including  its Restated  Articles of  Incorporation,  its By-laws and minutes of
meetings of its  directors.  I have also  examined the  Registration  Statement,
together  with the  exhibits  thereto and such other  documents as I have deemed
necessary for the purpose of expressing the opinion contained herein.

     Based upon the foregoing, I am of the opinion that the Shares will be, when
issued in accordance with the terms of the Options,  validly issued,  fully paid
and nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement. In giving this consent, I do not thereby admit that I am
within the category of persons whose consent is required  under Section 7 of the
Act and the rules and regulations thereunder.

                                              Very truly yours,

                                              JACK D. DENNISON
                                              Vice President and General Counsel

                                       7
EXHIBIT 23.1

                          CONSENT OF ERNST & YOUNG LLP

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8) of The Continuum Company, Inc. for the registration of 506,153 shares
of its common  stock of our report  dated April 26,  1995,  with  respect to the
consolidated  financial  statements and schedule of The Continuum Company,  Inc.
included  in its Annual  Report  (Form  10-K) for the year ended  March 31, 1995
filed with the Securities and Exchange Commission.

                                                               ERNST & YOUNG LLP

Austin, Texas
March 14, 1996

                                       8
EXHIBIT 23.2

                       CONSENT OF KPMG PEAT MARWICK LLP

The Board of Directors
The Paxus Corporation Limited:

We consent to  incorporation  by reference  herein of our report dated September
24, 1993, relating to the consolidated  statements of operations,  shareholders'
deficit,  and cash flows of Paxus Corporation Limited (a company incorporated in
New South Wales,  Australia) and  subsidiaries for the year ended March 31, 1993
and all related  schedules  (presented in  conformity  with  generally  accepted
accounting  principles  in the United  States),  which report is not  separately
presented in the Annual Report on Form 10-K of The Continuum  Company,  Inc. for
the year ended March 31, 1995.

                                                           KPMG PEAT MARWICK LLP

Sydney, New South Wales, Australia
March 14, 1996

                                       9
EXHIBIT 24.1

                               POWER OF ATTORNEY

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints John L. Westermann III and Jack Dennison,  and each of them, any one of
whom may act without joinder of the other, as true and lawful  attorneys-in-fact
and agents, with full power of substitution and  resubstitution,  for him and in
his name, place and stead, in any and all capacities, to do any and all acts and
things and to execute any and all instruments which said attorneys and agents or
either of them may deem  necessary  or advisable to enable the Company to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect  thereof,  in
connection  with the  registration  under  the said  Securities  Act of up to an
aggregate  509,146  shares of Common Stock of the  Company,  par value $0.10 per
share (the "Common  Stock"),  to be offered and sold by the Company from time to
time  pursuant to stock  options  granted  under the Hogan  Systems,  Inc.  1982
Nonstatutory   Stock  Option  Plan,  1982  Incentive  Stock  Option  Plan,  1984
Nonstatutory   Stock  Option  Plan,  1984  Incentive  Stock  Option  Plan,  1985
Nonstatutory Stock Option Plan, and 1985 Incentive Stock Option Plan,  including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign for and on behalf of the Company a Registration  Statement
on  Form  S-8  or  to  any  amendments  thereto  (including  any  post-effective
amendments)  filed with the Securities and Exchange  Commission  with respect to
any such shares of Common Stock, and to any instrument or document filed as part
of, as an exhibit  to, or in  connection  with said  Registration  Statement  or
amendments.

Dated this 11th day of March, 1996

RONALD C. CARROLL                                 LOWELL C. ANDERSON

THOMAS G. BROWN                                   W. MICHAEL LONG

THOMAS A. MCDONNELL                               CARL S. QUINN

EDWARD C. STANTON, III                            E. LEE WALKER

                                       10