As filed with the Securities and Exchange Commission on June 13, 1995
                                         Registration No. 33-
- -----------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                             Infodata Systems Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Virginia                                       16-0954695
 -------------------------------                  ----------------------------
 (State or other jurisdiction of                  (IRS Employer Identification
 incorporation or organization)                   Number)

            12150 Monument Drive, Suite 400, Fairfax, Virginia 22033
          (Address of Principal Executive Offices including Zip Code)


                 Infodata Systems Inc. 1995 Stock Option Plan,
     1987 Stock Warrant Purchase Plan and 1981 Incentive Stock Option Plan
                             (Full title of plans)

                                Harry Kaplowitz
                                   President
                             Infodata Systems Inc.
                        12150 Monument Drive, Suite 400
                            Fairfax, Virginia 22033
                                 (703) 934-5205
           ---------------------------------------------------------
           (Name, address and telephone number of agent for service)

                                   Copies to:

                              Arthur H. Bill, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                             Washington, D.C. 20036

                        CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
 Title of       Amount                        Proposed Maximum
 Securities      to be     Proposed Maximum      Aggregate       Amount of
   to be      registered    Offering Price     Offering Price   Registration
Registered        (1)        Per Share (2)           (2)            Fee
- -------------------------------------------------------------------------------
Common Stock,    464,984         $3.25           $1,511,198       $521.10
$.03 par value    shares
- -------------------------------------------------------------------------------

(1) Plus an indeterminate  number of shares of Common Stock that may be issuable
by reason of stock splits, stock dividends or similar transactions in accordance
with Rule 416 under the Securities Act of 1933.

(2) The  amounts  are based upon the  average of the high and low prices for the
Common Stock as reported on the NASDAQ  SmallCap  Market on June 7, 1995 and are
used solely for the purpose of  calculating  the  registration  fee  pursuant to
paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of 1933.




<PAGE>
                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS

     The information called for in Part I of Form S-8 is not being filed with or
included  in this Form S-8 (by  incorporation  by  reference  or  otherwise)  in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the "SEC").


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  previously  filed by Infodata  Systems Inc. (the
"Company")  (SEC  File No.  0-10416)  with the SEC  pursuant  to the  Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated in this  Registration
Statement by reference and deemed to be a part hereof:

     1. The Company's  Annual Report on Form 10-KSB for the year ended  December
31, 1994.

     2. The  Company's  Quarterly  Report on Form 10-QSB for the  quarter  ended
March 31, 1995.

     3. The description of the Company's  Common Stock, par value $.03 per share
(the "Common Stock"),  contained in the Company's Registration Statement on Form
10, as filed with the SEC on April 30, 1982, under the Exchange Act.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered hereby have been sold or which deregisters all such
securities  then remaining  unsold,  shall be deemed to be  incorporated in this
Registration  Statement  by  reference  and to be a part hereof from the date of
filing of such documents; provided, however, that the documents enumerated above
or subsequently  filed by the Company pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Exchange  Act in each year during  which the offering  made by this
Registration  Statement  is in effect  prior to the  filing  with the SEC of the
Company's  Annual  Report on Form 10-KSB  covering such year shall not be deemed
incorporated by reference in this Registration Statement and shall not be a part
hereof from and after the filing of such Annual Report on Form 10-KSB.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement. Any such statement so modified or superseded shall not be deemed,

                                       2

<PAGE>

except as so modified or superseded, to constitute a part of this
Registration Statement.

     The Company hereby  undertakes to provide without charge to each person who
has  received  a copy of the  prospectus  to which this  Registration  Statement
relates,  upon the written or oral request of any such person,  a copy of any or
all the documents that have been or may be  incorporated  by reference into this
Registration  Statement,  other than  exhibits to such  documents  (unless  such
exhibits are incorporated therein by reference).

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Article  10  ("Article  10") of  Chapter  9 of  Title  13.1 of the  Code of
Virginia (the "Virginia Code") provides a Virginia corporation with broad powers
to indemnify its officers and directors in certain  circumstances so long as the
officer or  director  (i)  conducted  himself  in good  faith,  (ii)  reasonably
believed that his conduct was in the best interests,  or at least not opposed to
the best  interests,  of the  corporation  and (iii) had no reasonable  cause to
believe   that  his   conduct  was   unlawful;   provided,   however,   that  no
indemnification  shall be available in the event of or limit the  liability of a
director or officer for (i) any proceeding by or in the right of the corporation
in which the director or officer was adjudged  liable to the  corporation;  (ii)
any transactions from which the director or officer derived an improper personal
benefit; (iii) his willful misconduct;  (iv) a knowing violation of the criminal
law or of any federal or state securities law,  including,  without  limitation,
any claim of  unlawful  insider  trading or  manipulation  of the market for any
security; or (v) unlawful payment of dividends or other unlawful distributions.

     As  permitted  under  Article  10 of the  Virginia  Code,  Article 9 of the
Company's Articles of Incorporation provides that:

          The directors and officers of the Corporation  shall not be liable for
     any damages in any proceeding  brought by or in the name of the Corporation
     or its  shareholders  unless the  director  or  officer  engaged in willful
     misconduct or a knowing  violation of the criminal law or of any federal or
     state securities law, including,  without limitation, any claim of unlawful
     insider trading or manipulation of the market for any security.


Item 7.  Exemption from Registration Claimed.

     Not Applicable.

                                       3

<PAGE>

Item 8.  Exhibits.

Exhibit
Number    Description

4(a)      Infodata Systems Inc. 1995 Stock Option Plan.

4(b)      Infodata Systems Inc. 1987 Stock Warrant Purchase Plan.  (Incorporated
          herein by  reference  to  Exhibit  10(cc) to the  Registrant's  Annual
          Report on Form 10-KSB for the year ended December 31, 1994.)

4(c)      Infodata Systems Inc. 1981 Incentive Stock Option Plan.  (Incorporated
          herein by reference to Exhibit 10 to the Registrant's Annual Report on
          Form 10-KSB for the year ended December 31, 1983.)

5         Legal  opinion,  dated  June 13,  1995,  of  Freedman,  Levy,  Kroll &
          Simonds, counsel to the Company, as to the legality of shares offered.

23(a)     Consent of Arthur Andersen LLP.

23(b)     Consent of  Freedman,  Levy,  Kroll & Simonds.  (Included in Exhibit 5
          hereto.)

24        Power of Attorney.  (Included on signature  page of this  Registration
          Statement.)

Item 9.   Undertakings.

     1. The Company hereby undertakes:


          (a) 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)(i) and (a)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic

                                       4

<PAGE>

reports  filed by the  Company  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

          (b) 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.

          (c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     2. The Company hereby  undertakes  that, for the purpose of determining any
liability under the Securities Act of 1933, each filing of the Company'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.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been informed that in the opinion of the  Securities  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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                       5

<PAGE>

                                   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 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 Fairfax,  Commonwealth of Virginia, on this 23rd day
of May, 1995.

                                 INFODATA SYSTEMS INC.



                                 By: /s/HARRY KAPLOWITZ
                                 Harry Kaplowitz
                                 President


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints HARRY KAPLOWITZ and DAVID A. KARISH his true and
lawful  attorneys-in-fact  and agents,  each acting  alone,  with full powers of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any or all amendments (including post-effective  amendments)
to this Registration Statement, and to file the same, with exhibits thereto, and
other  documents  in  connection  therewith,  with the SEC,  granting  unto said
attorneys-in-fact  and agents, each acting alone, full power and authority to do
and  perform  to all  intents  and  purposes  as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or  substitutes,  may lawfully do or cause to be
done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  or  amendment  thereto  has  been  signed  below by the
following persons in the capacities and on the dates indicated:

        Signature                 Title                    Date
        ---------                 -----                    ----


   /s/RICHARD T. BUESCHEL      Chairman of the Board       May 23, 1995
   Richard T. Bueschel



   /s/LAURENCE C. GLAZER       Director                    May 23, 1995
   Laurence C. Glazer



   /s/HARRY KAPLOWITZ          President and Director      May 23, 1995
   Harry Kaplowitz             (Principal Executive
                                Officer)

                                        6

<PAGE>

   /s/ROBERT M. LEOPOLD        Director                    May 23, 1995
   Robert M. Leopold



   /s/ISAAC M. POLLAK          Director                    May 23, 1995
   Isaac M. Pollak



   /s/MILLARD H. PRYOR, JR.    Director                    May 23, 1995
   Millard H. Pryor, Jr.



   /s/DAVID A. KARISH          Senior Vice President,      May 23, 1995
   David A. Karish              Secretary/Treasurer
                               (Principal Financial and
                                Accounting Officer)



                                       7

<PAGE>

                                 EXHIBIT INDEX




Exhibit
Number         Description

4(a)      Infodata Systems Inc. 1995 Stock Option Plan.

4(b)      Infodata Systems Inc. 1987 Stock Warrant Purchase Plan.  (Incorporated
          herein by  reference  to  Exhibit  10(cc) to the  Registrant's  Annual
          Report on Form 10-KSB for the year ended December 31, 1994.)

4(c)      Infodata Systems Inc. 1981 Incentive Stock Option Plan.  (Incorporated
          herein by reference to Exhibit 10 to the Registrant's Annual Report on
          Form 10-KSB for the year ended December 31, 1983.)

5         Legal  opinion,  dated  June 13,  1995,  of  Freedman,  Levy,  Kroll &
          Simonds, counsel to the Company, as to the legality of shares offered.

23(a)     Consent of Arthur Andersen LLP.

23(b)     Consent of  Freedman,  Levy,  Kroll & Simonds.  (Included in Exhibit 5
          hereto.)

24        Power of Attorney.  (Included on signature  page of this  Registration
          Statement.)


                                       8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17516}]
{"company-data": {"conformed-name": "INFODATA SYSTEMS INC", "cik": "0000050420", "assigned-sic": "7372", "irs-number": "160954695", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60197", "film-number": "95546812"}, "business-address": {"street1": "12150 MONUMENT DR STE 400", "city": "FAIRFAX", "state": "VA", "zip": "22033", "phone": "7039345205"}, "mail-address": {"street1": "12150 MONUMENT DR STE 400", "city": "FAIRFAX", "state": "VA", "zip": "22033"}}
As filed with the Securities and Exchange Commission on June 13, 1995
                                         Registration No. 33-
- -----------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                             Infodata Systems Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Virginia                                       16-0954695
 -------------------------------                  ----------------------------
 (State or other jurisdiction of                  (IRS Employer Identification
 incorporation or organization)                   Number)

            12150 Monument Drive, Suite 400, Fairfax, Virginia 22033
          (Address of Principal Executive Offices including Zip Code)

                 Infodata Systems Inc. 1995 Stock Option Plan,
     1987 Stock Warrant Purchase Plan and 1981 Incentive Stock Option Plan
                             (Full title of plans)

                                Harry Kaplowitz
                                   President
                             Infodata Systems Inc.
                        12150 Monument Drive, Suite 400
                            Fairfax, Virginia 22033
                                 (703) 934-5205
           ---------------------------------------------------------
           (Name, address and telephone number of agent for service)

                                   Copies to:

                              Arthur H. Bill, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                             Washington, D.C. 20036

                        CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
 Title of       Amount                        Proposed Maximum
 Securities      to be     Proposed Maximum      Aggregate       Amount of
   to be      registered    Offering Price     Offering Price   Registration
Registered        (1)        Per Share (2)           (2)            Fee
- -------------------------------------------------------------------------------
Common Stock,    464,984         $3.25           $1,511,198       $521.10
$.03 par value    shares
- -------------------------------------------------------------------------------

(1) Plus an indeterminate  number of shares of Common Stock that may be issuable
by reason of stock splits, stock dividends or similar transactions in accordance
with Rule 416 under the Securities Act of 1933.

(2) The  amounts  are based upon the  average of the high and low prices for the
Common Stock as reported on the NASDAQ  SmallCap  Market on June 7, 1995 and are
used solely for the purpose of  calculating  the  registration  fee  pursuant to
paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of 1933.
PART I

                       INFORMATION REQUIRED IN PROSPECTUS

     The information called for in Part I of Form S-8 is not being filed with or
included  in this Form S-8 (by  incorporation  by  reference  or  otherwise)  in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the "SEC").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  previously  filed by Infodata  Systems Inc. (the
"Company")  (SEC  File No.  0-10416)  with the SEC  pursuant  to the  Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated in this  Registration
Statement by reference and deemed to be a part hereof:

     1. The Company's  Annual Report on Form 10-KSB for the year ended  December
31, 1994.

     2. The  Company's  Quarterly  Report on Form 10-QSB for the  quarter  ended
March 31, 1995.

     3. The description of the Company's  Common Stock, par value $.03 per share
(the "Common Stock"),  contained in the Company's Registration Statement on Form
10, as filed with the SEC on April 30, 1982, under the Exchange Act.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered hereby have been sold or which deregisters all such
securities  then remaining  unsold,  shall be deemed to be  incorporated in this
Registration  Statement  by  reference  and to be a part hereof from the date of
filing of such documents; provided, however, that the documents enumerated above
or subsequently  filed by the Company pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Exchange  Act in each year during  which the offering  made by this
Registration  Statement  is in effect  prior to the  filing  with the SEC of the
Company's  Annual  Report on Form 10-KSB  covering such year shall not be deemed
incorporated by reference in this Registration Statement and shall not be a part
hereof from and after the filing of such Annual Report on Form 10-KSB.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement. Any such statement so modified or superseded shall not be deemed,

                                       2
except as so modified or superseded, to constitute a part of this
Registration Statement.

     The Company hereby  undertakes to provide without charge to each person who
has  received  a copy of the  prospectus  to which this  Registration  Statement
relates,  upon the written or oral request of any such person,  a copy of any or
all the documents that have been or may be  incorporated  by reference into this
Registration  Statement,  other than  exhibits to such  documents  (unless  such
exhibits are incorporated therein by reference).

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Article  10  ("Article  10") of  Chapter  9 of  Title  13.1 of the  Code of
Virginia (the "Virginia Code") provides a Virginia corporation with broad powers
to indemnify its officers and directors in certain  circumstances so long as the
officer or  director  (i)  conducted  himself  in good  faith,  (ii)  reasonably
believed that his conduct was in the best interests,  or at least not opposed to
the best  interests,  of the  corporation  and (iii) had no reasonable  cause to
believe   that  his   conduct  was   unlawful;   provided,   however,   that  no
indemnification  shall be available in the event of or limit the  liability of a
director or officer for (i) any proceeding by or in the right of the corporation
in which the director or officer was adjudged  liable to the  corporation;  (ii)
any transactions from which the director or officer derived an improper personal
benefit; (iii) his willful misconduct;  (iv) a knowing violation of the criminal
law or of any federal or state securities law,  including,  without  limitation,
any claim of  unlawful  insider  trading or  manipulation  of the market for any
security; or (v) unlawful payment of dividends or other unlawful distributions.

     As  permitted  under  Article  10 of the  Virginia  Code,  Article 9 of the
Company's Articles of Incorporation provides that:

          The directors and officers of the Corporation  shall not be liable for
     any damages in any proceeding  brought by or in the name of the Corporation
     or its  shareholders  unless the  director  or  officer  engaged in willful
     misconduct or a knowing  violation of the criminal law or of any federal or
     state securities law, including,  without limitation, any claim of unlawful
     insider trading or manipulation of the market for any security.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

                                       3
Item 8.  Exhibits.

Exhibit
Number    Description

4(a)      Infodata Systems Inc. 1995 Stock Option Plan.

4(b)      Infodata Systems Inc. 1987 Stock Warrant Purchase Plan.  (Incorporated
          herein by  reference  to  Exhibit  10(cc) to the  Registrant's  Annual
          Report on Form 10-KSB for the year ended December 31, 1994.)

4(c)      Infodata Systems Inc. 1981 Incentive Stock Option Plan.  (Incorporated
          herein by reference to Exhibit 10 to the Registrant's Annual Report on
          Form 10-KSB for the year ended December 31, 1983.)

5         Legal  opinion,  dated  June 13,  1995,  of  Freedman,  Levy,  Kroll &
          Simonds, counsel to the Company, as to the legality of shares offered.

23(a)     Consent of Arthur Andersen LLP.

23(b)     Consent of  Freedman,  Levy,  Kroll & Simonds.  (Included in Exhibit 5
          hereto.)

24        Power of Attorney.  (Included on signature  page of this  Registration
          Statement.)

Item 9.   Undertakings.

     1. The Company hereby undertakes:

          (a) 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)(i) and (a)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic

                                       4
reports  filed by the  Company  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

          (b) 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.

          (c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     2. The Company hereby  undertakes  that, for the purpose of determining any
liability under the Securities Act of 1933, each filing of the Company'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.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been informed that in the opinion of the  Securities  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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       5
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 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 Fairfax,  Commonwealth of Virginia, on this 23rd day
of May, 1995.

                                 INFODATA SYSTEMS INC.

                                 By: /s/HARRY KAPLOWITZ
                                 Harry Kaplowitz
                                 President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints HARRY KAPLOWITZ and DAVID A. KARISH his true and
lawful  attorneys-in-fact  and agents,  each acting  alone,  with full powers of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any or all amendments (including post-effective  amendments)
to this Registration Statement, and to file the same, with exhibits thereto, and
other  documents  in  connection  therewith,  with the SEC,  granting  unto said
attorneys-in-fact  and agents, each acting alone, full power and authority to do
and  perform  to all  intents  and  purposes  as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or  substitutes,  may lawfully do or cause to be
done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  or  amendment  thereto  has  been  signed  below by the
following persons in the capacities and on the dates indicated:

        Signature                 Title                    Date
        ---------                 -----                    ----

   /s/RICHARD T. BUESCHEL      Chairman of the Board       May 23, 1995
   Richard T. Bueschel

   /s/LAURENCE C. GLAZER       Director                    May 23, 1995
   Laurence C. Glazer

   /s/HARRY KAPLOWITZ          President and Director      May 23, 1995
   Harry Kaplowitz             (Principal Executive
                                Officer)

                                        6
/s/ROBERT M. LEOPOLD        Director                    May 23, 1995
   Robert M. Leopold

   /s/ISAAC M. POLLAK          Director                    May 23, 1995
   Isaac M. Pollak

   /s/MILLARD H. PRYOR, JR.    Director                    May 23, 1995
   Millard H. Pryor, Jr.

   /s/DAVID A. KARISH          Senior Vice President,      May 23, 1995
   David A. Karish              Secretary/Treasurer
                               (Principal Financial and
                                Accounting Officer)

                                       7
EXHIBIT INDEX

Exhibit
Number         Description

4(a)      Infodata Systems Inc. 1995 Stock Option Plan.

4(b)      Infodata Systems Inc. 1987 Stock Warrant Purchase Plan.  (Incorporated
          herein by  reference  to  Exhibit  10(cc) to the  Registrant's  Annual
          Report on Form 10-KSB for the year ended December 31, 1994.)

4(c)      Infodata Systems Inc. 1981 Incentive Stock Option Plan.  (Incorporated
          herein by reference to Exhibit 10 to the Registrant's Annual Report on
          Form 10-KSB for the year ended December 31, 1983.)

5         Legal  opinion,  dated  June 13,  1995,  of  Freedman,  Levy,  Kroll &
          Simonds, counsel to the Company, as to the legality of shares offered.

23(a)     Consent of Arthur Andersen LLP.

23(b)     Consent of  Freedman,  Levy,  Kroll & Simonds.  (Included in Exhibit 5
          hereto.)

24        Power of Attorney.  (Included on signature  page of this  Registration
          Statement.)

                                       8