As filed with the Securities and Exchange Commission on October 2, 2002
                                                Registration No. _____________
===============================================================================

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

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

                           MSC.SOFTWARE CORPORATION
           (Exact Name of Registrant as Specified in Its Charter)
                              ___________________

                 Delaware                                    95-2239450
      (State or Other Jurisdiction of                    (I.R.S. Employer
      Incorporation or Organization)                    Identification No.)


                 2 MacArthur Place, Santa Ana, California 92707
         (Address, Including Zip Code, of Principal Executive Offices)
                              ___________________

           MSC.Software Corporation 1996 Employee Stock Purchase Plan
                            (Full Title of the Plan)
                               ___________________

                                 Louis A. Greco
                    Chief Financial Officer and Secretary
                            MSC.Software Corporation
                 2 MacArthur Place, Santa Ana, California 92707
                                 (714) 540-8900
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                    COPY TO:

                            Richard A. Boehmer, Esq.
                              O'Melveny & Myers LLP
       400 South Hope Street, 15th Floor, Los Angeles, California 90071-2899
                                 (213) 430-6643
                              ___________________

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
-------------------------------------------------------------------------------
                                             Proposed         Proposed
                                             Maximum          Maximum
 Title Of         Amount         Offering    Aggregate        Amount Of
 Securities       To Be          Price       Offering         Registration
 To Be            Registered     Per Unit    Price            Fee
 Registered
-------------------------------------------------------------------------------
<S>               <C>            <C>         <C>              <C>
 Common Stock,    500,000<F1>    $7.93<F2>   $3,965,000<F2>   $364.78<F2>
 $0.01 par        shares
 value
-------------------------------------------------------------------------------
<FN>
<F1>  This Registration Statement covers, in addition to the number of shares
      of Common Stock stated above, options to purchase or acquire the shares
      of Common Stock covered by the Prospectus and, pursuant to Rule 416(c)
      under the Securities Act of 1933, as amended (the "Securities Act"), an
      additional indeterminate number of shares and options which by reason
      of certain events specified in the MSC.Software Corporation 1996
      Employee Stock Purchase Plan, as amended (the "Plan") may become subject
      to the Plan.

<F2>  Pursuant to Rule 457(h), the maximum offering price, per share and in
      the aggregate, and the registration fee were calculated based upon the
      average of the high and low prices of the Common Stock on September 27,
      2002, as reported on the New York Stock Exchange.

      The Exhibit Index for this Registration Statement is at page 6.
      ========================================================================
</FN>
</TABLE>
<PAGE>


                                  PART I

                         INFORMATION REQUIRED IN THE
                          SECTION 10(a) PROSPECTUS


      The document(s) containing the information specified in Part I of
Form S-8 (plan information and registrant information) will be sent or given
to employees as specified by Securities Act Rule 428(b)(1).  Such documents
need not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability required by
Item 2 of Form S-8, and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                              REGISTRATION STATEMENT


Item 3.     Incorporation of Certain Documents by Reference

      The following documents of MSC.Software Corporation (the "Company")
filed with the Commission are incorporated herein by reference:

      (a)  The Company's Registration Statement on Form S-8 relating to the
           Plan filed with the Commission on September 18, 1996 (registration
           number 333-12189);

      (b)   The Company's Annual Report on Form 10-K for its fiscal year ended
            December 31, 2001, filed with the Commission on April 1, 2002;

      (c)   The Company's Quarterly Reports on Form 10-Q for its quarterly
            periods ended March 31, 2002, filed with the Commission on May 15,
            2002, and June 30, 2002, filed with the Commission on August 14,
            2002;

      (d)   The Company's Current Report on Form 8-K filed with the Commission
            on May 6, 2002 (as amended by the Company's Current Report on Form
            8-K/A filed with the Commission on July 2, 2002); and

      (e)   The description of the Company's Common Stock contained in its
            Registration Statement on Form 8-A filed with the Commission on
            May 22, 1996, and any amendment or report filed for the purpose
            of updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as
amended (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 into this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in a document, all or a portion of which is 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 other 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, except as so modified or amended, to constitute a part of
this Registration Statement.

      The Company acquired Mechanical Dynamics, Inc. ("MDI") on April 19, 2002.
The consolidated financial statements of MDI and subsidiaries filed in MDI's
Annual Report on Form 10-K for the year ended December 31, 2001 are
incorporated herein by reference. Such consolidated financial statements were
audited by Arthur Andersen LLP.  After reasonable efforts, we have not been
able to obtain the consent of Arthur Andersen LLP to the incorporation by
reference of its audit report dated January 30, 2002. Accordingly, Arthur
Andersen LLP will not be liable to investors under Section 11(a) of the
Securities Act because it has not consented to being named as an expert in
this registration statement. Therefore, such lack of consent may limit the
recovery by investors from Arthur Andersen LLP.



Item 8.     Exhibits

      See the attached Exhibit Index at page 6.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, State of California, on October 1, 2002.



                                    By: /s/ LOUIS A. GRECO
                                        Louis A. Greco
                                        Chief Financial Officer and
                                        Secretary




                               POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints
Frank S. Perna, Jr. and Louis A. Greco, and each of them, acting individually
and without the other, as his true and lawful attorney-in-fact and agent,
with full powers of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and
agents, and each of them individually, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them individually, or their or
his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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


    Signature               Title                    Date


/s/FRANK S. PERNA, JR    Chairman and Chief          October 1, 2002
Frank S. Perna, Jr.      Executive Officer
                         (Principal Executive
                         Officer)


/s/LOUIS A. GRECO        Chief Financial Officer     October 1, 2002
Louis A. Greco           and Secretary (Principal
                         Financial and Principal
                         Accounting Officer)


__________________       Director                    ___________, 2002
Larry S. Barels


/s/DONALD GLICKMAN       Director                    October 1, 2002
Donald Glickman


/s/WILLIAM F. GRUN       Director                    October 1, 2002
William F. Grun


/s/GEORGE N. RIORDAN     Director                    October 1, 2002
George N. Riordan

<PAGE>

                                EXHIBIT INDEX


Exhibit
Number              Description of Exhibit


4.          MSC.Software Corporation 1996 Employee Stock Purchase Plan, as
            amended (incorporated by reference to Appendix C to the Company's
            Proxy Statement filed with the Commission pursuant to Section 14(a)
            of the Exchange Act (SEC File No. 001-08722) on April 12, 2002).

5.          Opinion of O'Melveny & Myers LLP (opinion re legality).

23.1        Consent of KPMG LLP (consent of independent auditors).

23.2        Consent of Ernst & Young LLP, Independent Auditors (consent
            of independent auditors).

23.3        Consent of Arthur Andersen LLP (consent of independent auditors)
            (omitted pursuant to Rule 437a)

23.4        Consent of O'Melveny & Myers LLP (included in Exhibit 5).

24.         Power of Attorney (included in this Registration Statement
            under "Signatures").
[{"type": "S-8", "sequence": "1", "filename": "forms8_562786.txt", "description": "FORM S-8", "secsgml_size_bytes": 12046}]
{"company-data": {"conformed-name": "MSC SOFTWARE CORP", "cik": "0000717238", "assigned-sic": "7372", "irs-number": "952239450", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100255", "film-number": "02779481"}, "business-address": {"street1": "815 COLORADO BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90041", "phone": "3232589111"}, "mail-address": {"street1": "815 COLORADO BOULEVARD", "city": "LOS ANGELES", "state": "CA", "zip": "90041"}, "former-company": {"former-conformed-name": "MACNEAL SCHWENDLER CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on October 2, 2002
                                                Registration No. _____________
===============================================================================

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

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

                           MSC.SOFTWARE CORPORATION
           (Exact Name of Registrant as Specified in Its Charter)
                              ___________________

                 Delaware                                    95-2239450
      (State or Other Jurisdiction of                    (I.R.S. Employer
      Incorporation or Organization)                    Identification No.)

                 2 MacArthur Place, Santa Ana, California 92707
         (Address, Including Zip Code, of Principal Executive Offices)
                              ___________________

           MSC.Software Corporation 1996 Employee Stock Purchase Plan
                            (Full Title of the Plan)
                               ___________________

                                 Louis A. Greco
                    Chief Financial Officer and Secretary
                            MSC.Software Corporation
                 2 MacArthur Place, Santa Ana, California 92707
                                 (714) 540-8900
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                    COPY TO:

                            Richard A. Boehmer, Esq.
                              O'Melveny & Myers LLP
       400 South Hope Street, 15th Floor, Los Angeles, California 90071-2899
                                 (213) 430-6643
                              ___________________

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                             Proposed         Proposed
                                             Maximum          Maximum
 Title Of         Amount         Offering    Aggregate        Amount Of
 Securities       To Be          Price       Offering         Registration
 To Be            Registered     Per Unit    Price            Fee
 Registered
-------------------------------------------------------------------------------
Common Stock,    500,000
$7.93
$3,965,000
$364.78
$0.01 par        shares
 value
-------------------------------------------------------------------------------
This Registration Statement covers, in addition to the number of shares
      of Common Stock stated above, options to purchase or acquire the shares
      of Common Stock covered by the Prospectus and, pursuant to Rule 416(c)
      under the Securities Act of 1933, as amended (the "Securities Act"), an
      additional indeterminate number of shares and options which by reason
      of certain events specified in the MSC.Software Corporation 1996
      Employee Stock Purchase Plan, as amended (the "Plan") may become subject
      to the Plan.
Pursuant to Rule 457(h), the maximum offering price, per share and in
      the aggregate, and the registration fee were calculated based upon the
      average of the high and low prices of the Common Stock on September 27,
      2002, as reported on the New York Stock Exchange.

      The Exhibit Index for this Registration Statement is at page 6.
      ========================================================================
PART I

                         INFORMATION REQUIRED IN THE
                          SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of
Form S-8 (plan information and registrant information) will be sent or given
to employees as specified by Securities Act Rule 428(b)(1).  Such documents
need not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability required by
Item 2 of Form S-8, and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II

                           INFORMATION REQUIRED IN THE
                              REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference

      The following documents of MSC.Software Corporation (the "Company")
filed with the Commission are incorporated herein by reference:

      (a)  The Company's Registration Statement on Form S-8 relating to the
           Plan filed with the Commission on September 18, 1996 (registration
           number 333-12189);

      (b)   The Company's Annual Report on Form 10-K for its fiscal year ended
            December 31, 2001, filed with the Commission on April 1, 2002;

      (c)   The Company's Quarterly Reports on Form 10-Q for its quarterly
            periods ended March 31, 2002, filed with the Commission on May 15,
            2002, and June 30, 2002, filed with the Commission on August 14,
            2002;

      (d)   The Company's Current Report on Form 8-K filed with the Commission
            on May 6, 2002 (as amended by the Company's Current Report on Form
            8-K/A filed with the Commission on July 2, 2002); and

      (e)   The description of the Company's Common Stock contained in its
            Registration Statement on Form 8-A filed with the Commission on
            May 22, 1996, and any amendment or report filed for the purpose
            of updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as
amended (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 into this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in a document, all or a portion of which is 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 other 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, except as so modified or amended, to constitute a part of
this Registration Statement.

      The Company acquired Mechanical Dynamics, Inc. ("MDI") on April 19, 2002.
The consolidated financial statements of MDI and subsidiaries filed in MDI's
Annual Report on Form 10-K for the year ended December 31, 2001 are
incorporated herein by reference. Such consolidated financial statements were
audited by Arthur Andersen LLP.  After reasonable efforts, we have not been
able to obtain the consent of Arthur Andersen LLP to the incorporation by
reference of its audit report dated January 30, 2002. Accordingly, Arthur
Andersen LLP will not be liable to investors under Section 11(a) of the
Securities Act because it has not consented to being named as an expert in
this registration statement. Therefore, such lack of consent may limit the
recovery by investors from Arthur Andersen LLP.

Item 8.     Exhibits

      See the attached Exhibit Index at page 6.
SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, State of California, on October 1, 2002.

                                    By: /s/ LOUIS A. GRECO
                                        Louis A. Greco
                                        Chief Financial Officer and
                                        Secretary

                               POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints
Frank S. Perna, Jr. and Louis A. Greco, and each of them, acting individually
and without the other, as his true and lawful attorney-in-fact and agent,
with full powers of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and
agents, and each of them individually, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them individually, or their or
his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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

    Signature               Title                    Date

/s/FRANK S. PERNA, JR    Chairman and Chief          October 1, 2002
Frank S. Perna, Jr.      Executive Officer
                         (Principal Executive
                         Officer)

/s/LOUIS A. GRECO        Chief Financial Officer     October 1, 2002
Louis A. Greco           and Secretary (Principal
                         Financial and Principal
                         Accounting Officer)

__________________       Director                    ___________, 2002
Larry S. Barels

/s/DONALD GLICKMAN       Director                    October 1, 2002
Donald Glickman

/s/WILLIAM F. GRUN       Director                    October 1, 2002
William F. Grun

/s/GEORGE N. RIORDAN     Director                    October 1, 2002
George N. Riordan
EXHIBIT INDEX

Exhibit
Number              Description of Exhibit

4.          MSC.Software Corporation 1996 Employee Stock Purchase Plan, as
            amended (incorporated by reference to Appendix C to the Company's
            Proxy Statement filed with the Commission pursuant to Section 14(a)
            of the Exchange Act (SEC File No. 001-08722) on April 12, 2002).

5.          Opinion of O'Melveny & Myers LLP (opinion re legality).

23.1        Consent of KPMG LLP (consent of independent auditors).

23.2        Consent of Ernst & Young LLP, Independent Auditors (consent
            of independent auditors).

23.3        Consent of Arthur Andersen LLP (consent of independent auditors)
            (omitted pursuant to Rule 437a)

23.4        Consent of O'Melveny & Myers LLP (included in Exhibit 5).

24.         Power of Attorney (included in this Registration Statement
            under "Signatures").