As filed with the Securities and Exchange Commission on December 5, 1995
                                                     Registration No. 33-_______

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                     THE SOFTWARE DEVELOPER'S COMPANY, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                        04-2911320
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)

              90 Industrial Park Road, Hingham, Massachusetts 02043
               (Address of principal executive offices) (Zip Code)

                                 1994 STOCK PLAN
                            (Full title of the plans)
                           --------------------------

                                 BARRY N. BYCOFF
                      President and Chief Executive Officer
                     THE SOFTWARE DEVELOPER'S COMPANY, INC.
                             90 Industrial Park Road
                          Hingham, Massachusetts 02043
                                 (617) 740-0101
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)
                           --------------------------

                                    Copy to:

                               JOHN HESSION, ESQ.
                           Testa, Hurwitz & Thibeault
                                High Street Tower
                                 125 High Street
                                Boston, MA 02110
                                 (617) 248-7000

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

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                           Proposed
          Title of                     Amount              Maximum               Proposed
         Securities                    to be               Offering              Maximum               Amount of
            to be                    Registered           Price Per             Aggregate             Registration
         Registered                                         Share                 Price                   Fee
- ------------------------------ ----------------------- ----------------- ------------------------- -------------------

<S>                               <C>                       <C>              <C>                        <C>    
1994 Stock Plan Common
Stock,                              775,190 shares          $1.284(1)           $995,485.00(1)            $343.27
(Par Value $.01)                    724,810 shares          $2.688(2)         $1,947,926.88(2)            $671.70


Total:                            1,500,000 shares                                                      $1,014.97
                                                                                                        =========
</TABLE>

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

(1)      Such shares are  issuable  upon  exercise of  outstanding  options with
         fixed exercise prices.  Pursuant to Rule 457(h), the aggregate offering
         price  and the fee have  been  computed  upon the basis of the price at
         which the options may be  exercised.  The offering  price per share set
         forth for such shares is the weighted  average exercise price per share
         at which such options are exercisable.

(2)      The price of $2.688 per share, which is the average of the high and low
         prices  reported on the Nasdaq SmallCap Market on November 30, 1995, is
         set forth solely for purposes of calculating the filing fee pursuant to
         Rule 457(c) and is used only for those shares  without a fixed exercise
         price.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.

     The documents  containing the information  specified in this Item 1 will be
sent or given to employees,  directors or others as specified by Rule 428(b)(1).
In accordance  with the rules and  regulations  of the  Securities  and Exchange
Commission (the  "Commission")  and the instructions to Form S-8, such documents
are not being  filed  with the  Commission  either as part of this  Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The documents  containing the information  specified in this Item 2 will be
sent or given to employees as specified by Rule  428(b)(1).  In accordance  with
the rules and  regulations of the Commission and the  instructions  to Form S-8,
such  documents are not being filed with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed with the  Commission  are  incorporated  by
reference in this Registration Statement:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended  March 31,  1995 (the  "Annual  Report"),  incorporating
                  audited  financial  statements for the fiscal year ended March
                  31, 1995.  The audited  financial  statements  included in the
                  Annual  Report  were  examined  and  reported  on by Coopers &
                  Lybrand, L.L.P., independent certified public accountants.

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter ended September 30, 1995.

         (c)      The Company's Current Report on Form 8-K filed on November 16,
                  1995.

         (d)      The section entitled  "Description of Registrant's  Securities
                  to be Registered":  contained in the Registrant's Registration
                  Statement No.  33-24446-B on Form

<PAGE>

                  S-18, and incorporating by reference the information contained
                  in the  Registrant's  Final Prospectus dated January 19, 1989,
                  filed under Section 424(b) under the  Securities  Exchange Act
                  of 1933, as amended.

     All documents  subsequently  filed with the  Commission  by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     The  validity of the shares of Common Stock  offered  hereby will be passed
upon for the Registrant by Testa,  Hurwitz & Thibeault,  Boston,  Massachusetts.
Mr. John Hession, an attorney with Testa, Hurwitz & Thibeault,  and an Assistant
Secretary of the Registrant, owns a total of 2,000 shares of Common Stock of the
Registrant.

Item 6.  Indemnification of Directors and Officers.

     The  Delaware  General  Corporation  Law  and  the  Registrant's   Restated
Certificate of Incorporation and Amended By-Laws provide for  indemnification of
the  Registrant's  directors and officers for liabilities and expenses that they
may incur in such capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner  reasonably  believed to
be in, or not opposed to, the best interests of the Registrant, and with respect
to any  criminal  action  or  proceeding,  actions  that the  indemnitee  had no
reasonable cause to believe were unlawful. Reference is made to the Registrant's
Restated Certificate of Incorporation,  as amended, filed as Exhibit 3.01 to the
Registrant's  Registration  Statement  on Form S-18  (File No.  33-24446-B)  and
incorporated by reference and the Registrant's  Amended By-Laws filed as Exhibit
3.03 to the  Registrant's  Annual  Report on Form 10-K for the fiscal year ended
March 31, 1991, and incorporated by reference.

     The Registrant maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

<PAGE>

Item 8.  Exhibits

         Exhibit No.       Description of Exhibit

         Exhibit 4.1        Specimen  certificate  for  shares  of  Common Stock
                            of  the   Registrant   (filed  as  Exhibit  4.01  to
                            Registrant's  Registration  Statement  on Form  S-18
                            (File   No.    33-24446-B)   and   incorporated   by
                            reference).

         Exhibit 4.2        Restated Certificate of Incorporation,  as  amended,
                            of  the  Registrant   (filed  as  Exhibit  3.01  to
                            Registrant's  Registration  Statement  on Form  S-18
                            (File   No.    33-24446-B)   and   incorporated   by
                            reference).

         Exhibit 4.3        Amended   By-laws   of  the  Registrant   (filed  as
                            Exhibit  3.03 to Annual  Report on Form 10-K for the
                            fiscal year ended March 31, 1991,  and  incorporated
                            by reference).

         Exhibit 4.4        Certificate of Designations, Preferences and  Rights
                            of the Series C Preferred Stock  of  the  Registrant
                            (filed as Exhibit 7.03 to Report on Form  8-K  filed
                            on November 12, 1993 and incorporated by reference).

         Exhibit 4.8        1994  Stock  Plan   (filed   as   Exhibit  10.13  to
                            Annual Report on Form 10-K for the fiscal year ended
                            March 31, 1994 and incorporated by reference).

         Exhibit 4.9        Form of Non-Qualified Stock Option  Agreement  under
                            the 1994 Stock Option Plan of the Registrant  (filed
                            herewith).

         Exhibit 4.10       Form of Incentive  Stock  Option Agreement under the
                            1994 Stock  Option  Plan  of  the  Registrant (filed
                            herewith).

         Exhibit 5.1        Opinion  of  Testa,  Hurwitz  &  Thibeault  (filed
                            herewith).

         Exhibit 23.1       Consent  of  Coopers  &  Lybrand,  L.L.P.  (filed
                            herewith).

         Exhibit 23.3       Consent of Testa,  Hurwitz & Thibeault  (included in
                            Exhibit 5.1).

         Exhibi  24.1       Power  of  Attorney   (included   as  part  of  the
                            signature page to this Registration Statement).

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)       To file,  during any period in which offers or sales
                            are being made, a  post-effective  amendment to this
                            Registration Statement:
<PAGE>

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

         (b)      The  undersigned   Registrant   hereby  undertakes  that,  for
                  purposes of determining any liability under the Securities Act
                  of  1933,  each  filing  of  the  Registrant's  annual  report
                  pursuant to Section 13(a) or Section  15(d) of the  Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee  benefit  plan's  annual  report  pursuant to Section
                  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
                  incorporated by reference in the Registration  Statement shall
                  be deemed to be a new registration  statement  relating to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  Registrant  pursuant  to the
                  provisions  described in Item 6, or otherwise,  the Registrant
                  has been  advised  that in the opinion of the  Securities  and
                  Exchange  Commission  such  indemnification  is against public
                  policy  as  expressed  in the  Securities  Act of 1933 and is,
                  therefore,  unenforceable.  In  the  event  that a  claim  for
                  indemnification  against  such  liabilities  (other  than  the
                  payment by the  Registrant  of expenses

<PAGE>

                  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 questions
                  whether such indemnification by it is against public policy as
                  expressed in the  Securities  Act of 1933 and will be governed
                  by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
The Software Developer's Company, Inc., 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  Boston,  State  of
Massachusetts, on this 30th day of November, 1995.

                                       THE SOFTWARE DEVELOPER'S  COMPANY, INC.



                                       By: /s/  Barry N. Bycoff
                                           ____________________
                                           Barry N. Bycoff
                                           President and Chief Executive Officer




                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each such person whose signature
appears below constitutes and appoints,  jointly and severally,  Barry N. Bycoff
his  attorney-in-fact,  with the power of  substitution,  for him in any and all
capacities,  to sign any amendments to this  Registration  Statement on Form S-8
(including post-effective  amendments),  and to file the same, with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange   commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact,  or his substitute or substitutes,  may do or cause to be done
by virtue hereof.


<PAGE>

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

<TABLE>
<CAPTION>

                   Signature                                     Title(s)                             Date


<S>                                              <C>                                            <C> 
/s/ Barry N. Bycoff                              President, Chief Executive                     November 30, 1995
Barry N. Bycoff                                  Officer and Director
                                                 (Principal Executive Officer)

/s/ James O'Connor, Jr.                          Chief Financial Officer                        November 30, 1995
- ---------------------------                      (Principal Financial and Accounting
James O'Connor, Jr.                              Officer)
                                                 
/s/ Aaron Kleiner                                Director                                       November 30, 1995
Aaron Kleiner

/s/ Gustav H. Koven III                          Director                                       November 30, 1995
- ---------------------------
Gustav H. Koven III

/s/ Michael L. Mark                              Director                                       November 30, 1995
- ------------------------------------
Michael L. Mark

/s/ Milton J. Pappas                             Director                                       November 30, 1995
- ------------------------------------
Milton J. Pappas

/s/ Robert B. Wagner                             Director                                       November 30, 1995
- ------------------------------------
Ralph B. Wagner

/s/ Stephen L. Watson                            Director                                       November 30, 1995
- ------------------------------------
Stephen L. Watson
</TABLE>

<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

                                                                                                     Sequentially
Exhibit                                        Description of Exhibit                               Numbered Page
- -------                                        ----------------------                               -------------
<S>                   <C>                                                                             <C>    
Exhibit 4.1           Specimen certificate   Specimen certificate for shares of Common Stock
                      of the  Registrant  (filed  as Exhibit  4.01 to  Registrant's
                      Registration Statement on Form S-18 (File No. 33-24446-B) and
                      incorporated by reference).


Exhibit 4.2           Restated Certificate of Incorporation, as amended, of the Registrant
                      (filed as Exhibit 3.01 to Registrant's Registration Statement on
                      Form S-18 (File No. 33-24446-B) and incorporated by reference).


Exhibit 4.3           Amended By-laws of the Registrant (filed as Exhibit 3.03 to Annual
                      Report on Form 10-K for the fiscal year ended March 31, 1991, and
                      incorporated by reference).




Exhibit 4.4           Certificate of Designations, Preferences and Rights of the Series C
                      Preferred Stock of the Registrant (filed as Exhibit 7.03 to Report on
                      Form 8-K filed on November 12, 1993 and incorporated by reference).


Exhibit 4.8           1994 Stock Plan  (filed as Exhibit 10.13 to Annual Report on Form
                      10-K  for the  fiscal year ended  March 31, 1994 and incorporated by
                      reference).


Exhibit 4.9           Form of Non-Qualified Stock Option Agreement under the 1994 Stock Option
                      Plan of the Registrant (filed herewith).


Exhibit 4.10          Form of Incentive Stock Option Agreement under the 1994 Stock Option
                      Plan of the Registrant (filed herewith).

Exhibit 5.1           Opinion of Testa, Hurwitz & Thibeault (filed herewith).


<PAGE>

Exhibit 23.1          Consent of Coopers & Lybrand, L.L.P. (filed herewith).

Exhibit 23.3          Consent of Testa, Hurwitz & Thibeault (included in Exhibit 5.1).

Exhibit 24.1          Power of Attorney (included as part of the signature page to this
                      Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23572}]
{"company-data": {"conformed-name": "SOFTWARE DEVELOPERS CO INC/DE/", "cik": "0000840824", "assigned-sic": "5961", "irs-number": "042911320", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64779", "film-number": "95599625"}, "business-address": {"street1": "90 INDUSTRIAL PARK RD", "city": "HINGHAM", "state": "MA", "zip": "02043", "phone": "6177400101"}, "mail-address": {"street1": "90 INDUSTRIAL PARK ROAD", "city": "HINGHAM", "state": "MA", "zip": "02043"}}
As filed with the Securities and Exchange Commission on December 5, 1995
                                                     Registration No. 33-_______

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                     THE SOFTWARE DEVELOPER'S COMPANY, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                        04-2911320
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)

              90 Industrial Park Road, Hingham, Massachusetts 02043
               (Address of principal executive offices) (Zip Code)

                                 1994 STOCK PLAN
                            (Full title of the plans)
                           --------------------------

                                 BARRY N. BYCOFF
                      President and Chief Executive Officer
                     THE SOFTWARE DEVELOPER'S COMPANY, INC.
                             90 Industrial Park Road
                          Hingham, Massachusetts 02043
                                 (617) 740-0101
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)
                           --------------------------

                                    Copy to:

                               JOHN HESSION, ESQ.
                           Testa, Hurwitz & Thibeault
                                High Street Tower
                                 125 High Street
                                Boston, MA 02110
                                 (617) 248-7000

================================================================================
CALCULATION OF REGISTRATION FEE
Proposed
          Title of                     Amount              Maximum               Proposed
         Securities                    to be               Offering              Maximum               Amount of
            to be                    Registered           Price Per             Aggregate             Registration
         Registered                                         Share                 Price                   Fee
- ------------------------------ ----------------------- ----------------- ------------------------- -------------------
1994 Stock Plan Common
Stock,                              775,190 shares          $1.284(1)           $995,485.00(1)            $343.27
(Par Value $.01)                    724,810 shares          $2.688(2)         $1,947,926.88(2)            $671.70

Total:                            1,500,000 shares                                                      $1,014.97
                                                                                                        =========
================================================================================

(1)      Such shares are  issuable  upon  exercise of  outstanding  options with
         fixed exercise prices.  Pursuant to Rule 457(h), the aggregate offering
         price  and the fee have  been  computed  upon the basis of the price at
         which the options may be  exercised.  The offering  price per share set
         forth for such shares is the weighted  average exercise price per share
         at which such options are exercisable.

(2)      The price of $2.688 per share, which is the average of the high and low
         prices  reported on the Nasdaq SmallCap Market on November 30, 1995, is
         set forth solely for purposes of calculating the filing fee pursuant to
         Rule 457(c) and is used only for those shares  without a fixed exercise
         price.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The documents  containing the information  specified in this Item 1 will be
sent or given to employees,  directors or others as specified by Rule 428(b)(1).
In accordance  with the rules and  regulations  of the  Securities  and Exchange
Commission (the  "Commission")  and the instructions to Form S-8, such documents
are not being  filed  with the  Commission  either as part of this  Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The documents  containing the information  specified in this Item 2 will be
sent or given to employees as specified by Rule  428(b)(1).  In accordance  with
the rules and  regulations of the Commission and the  instructions  to Form S-8,
such  documents are not being filed with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed with the  Commission  are  incorporated  by
reference in this Registration Statement:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended  March 31,  1995 (the  "Annual  Report"),  incorporating
                  audited  financial  statements for the fiscal year ended March
                  31, 1995.  The audited  financial  statements  included in the
                  Annual  Report  were  examined  and  reported  on by Coopers &
                  Lybrand, L.L.P., independent certified public accountants.

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter ended September 30, 1995.

         (c)      The Company's Current Report on Form 8-K filed on November 16,
                  1995.

         (d)      The section entitled  "Description of Registrant's  Securities
                  to be Registered":  contained in the Registrant's Registration
                  Statement No.  33-24446-B on Form
S-18, and incorporating by reference the information contained
                  in the  Registrant's  Final Prospectus dated January 19, 1989,
                  filed under Section 424(b) under the  Securities  Exchange Act
                  of 1933, as amended.

     All documents  subsequently  filed with the  Commission  by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     The  validity of the shares of Common Stock  offered  hereby will be passed
upon for the Registrant by Testa,  Hurwitz & Thibeault,  Boston,  Massachusetts.
Mr. John Hession, an attorney with Testa, Hurwitz & Thibeault,  and an Assistant
Secretary of the Registrant, owns a total of 2,000 shares of Common Stock of the
Registrant.

Item 6.  Indemnification of Directors and Officers.

     The  Delaware  General  Corporation  Law  and  the  Registrant's   Restated
Certificate of Incorporation and Amended By-Laws provide for  indemnification of
the  Registrant's  directors and officers for liabilities and expenses that they
may incur in such capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner  reasonably  believed to
be in, or not opposed to, the best interests of the Registrant, and with respect
to any  criminal  action  or  proceeding,  actions  that the  indemnitee  had no
reasonable cause to believe were unlawful. Reference is made to the Registrant's
Restated Certificate of Incorporation,  as amended, filed as Exhibit 3.01 to the
Registrant's  Registration  Statement  on Form S-18  (File No.  33-24446-B)  and
incorporated by reference and the Registrant's  Amended By-Laws filed as Exhibit
3.03 to the  Registrant's  Annual  Report on Form 10-K for the fiscal year ended
March 31, 1991, and incorporated by reference.

     The Registrant maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.

Item 7.  Exemption From Registration Claimed.

         Not applicable.
Item 8.  Exhibits

         Exhibit No.       Description of Exhibit

         Exhibit 4.1        Specimen  certificate  for  shares  of  Common Stock
                            of  the   Registrant   (filed  as  Exhibit  4.01  to
                            Registrant's  Registration  Statement  on Form  S-18
                            (File   No.    33-24446-B)   and   incorporated   by
                            reference).

         Exhibit 4.2        Restated Certificate of Incorporation,  as  amended,
                            of  the  Registrant   (filed  as  Exhibit  3.01  to
                            Registrant's  Registration  Statement  on Form  S-18
                            (File   No.    33-24446-B)   and   incorporated   by
                            reference).

         Exhibit 4.3        Amended   By-laws   of  the  Registrant   (filed  as
                            Exhibit  3.03 to Annual  Report on Form 10-K for the
                            fiscal year ended March 31, 1991,  and  incorporated
                            by reference).

         Exhibit 4.4        Certificate of Designations, Preferences and  Rights
                            of the Series C Preferred Stock  of  the  Registrant
                            (filed as Exhibit 7.03 to Report on Form  8-K  filed
                            on November 12, 1993 and incorporated by reference).

         Exhibit 4.8        1994  Stock  Plan   (filed   as   Exhibit  10.13  to
                            Annual Report on Form 10-K for the fiscal year ended
                            March 31, 1994 and incorporated by reference).

         Exhibit 4.9        Form of Non-Qualified Stock Option  Agreement  under
                            the 1994 Stock Option Plan of the Registrant  (filed
                            herewith).

         Exhibit 4.10       Form of Incentive  Stock  Option Agreement under the
                            1994 Stock  Option  Plan  of  the  Registrant (filed
                            herewith).

         Exhibit 5.1        Opinion  of  Testa,  Hurwitz  &  Thibeault  (filed
                            herewith).

         Exhibit 23.1       Consent  of  Coopers  &  Lybrand,  L.L.P.  (filed
                            herewith).

         Exhibit 23.3       Consent of Testa,  Hurwitz & Thibeault  (included in
                            Exhibit 5.1).

         Exhibi  24.1       Power  of  Attorney   (included   as  part  of  the
                            signature page to this Registration Statement).

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)       To file,  during any period in which offers or sales
                            are being made, a  post-effective  amendment to this
                            Registration Statement:
(i)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the  Registration  Statement;
                                    provided, however, that paragraphs (a)(1)(i)
                                    and   (a)(1)(ii)   do  not   apply   if  the
                                    information  required  to be  included  in a
                                    post-effective amendment by those paragraphs
                                    is  contained in periodic  reports  filed by
                                    the  Registrant  pursuant  to  Section 13 or
                                    Section 15(d) of the Securities Exchange Act
                                    of 1934 that are  incorporated  by reference
                                    in the Registration Statement.

                  (2)       That, for the purpose of  determining  any liability
                            under  the  Securities   Act  of  1933,   each  such
                            post-effective amendment shall be deemed to be a new
                            registration  statement  relating to the  securities
                            offered therein, and the offering of such securities
                            at that time shall be deemed to be the initial  bona
                            fide offering thereof.

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

         (b)      The  undersigned   Registrant   hereby  undertakes  that,  for
                  purposes of determining any liability under the Securities Act
                  of  1933,  each  filing  of  the  Registrant's  annual  report
                  pursuant to Section 13(a) or Section  15(d) of the  Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee  benefit  plan's  annual  report  pursuant to Section
                  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
                  incorporated by reference in the Registration  Statement shall
                  be deemed to be a new registration  statement  relating to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  Registrant  pursuant  to the
                  provisions  described in Item 6, or otherwise,  the Registrant
                  has been  advised  that in the opinion of the  Securities  and
                  Exchange  Commission  such  indemnification  is against public
                  policy  as  expressed  in the  Securities  Act of 1933 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 questions
                  whether such indemnification by it is against public policy as
                  expressed in the  Securities  Act of 1933 and will be governed
                  by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
The Software Developer's Company, Inc., 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  Boston,  State  of
Massachusetts, on this 30th day of November, 1995.

                                       THE SOFTWARE DEVELOPER'S  COMPANY, INC.

                                       By: /s/  Barry N. Bycoff
                                           ____________________
                                           Barry N. Bycoff
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each such person whose signature
appears below constitutes and appoints,  jointly and severally,  Barry N. Bycoff
his  attorney-in-fact,  with the power of  substitution,  for him in any and all
capacities,  to sign any amendments to this  Registration  Statement on Form S-8
(including post-effective  amendments),  and to file the same, with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange   commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact,  or his substitute or substitutes,  may do or cause to be done
by virtue hereof.
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                     Title(s)                             Date
/s/ Barry N. Bycoff                              President, Chief Executive                     November 30, 1995
Barry N. Bycoff                                  Officer and Director
                                                 (Principal Executive Officer)

/s/ James O'Connor, Jr.                          Chief Financial Officer                        November 30, 1995
- ---------------------------                      (Principal Financial and Accounting
James O'Connor, Jr.                              Officer)
                                                 
/s/ Aaron Kleiner                                Director                                       November 30, 1995
Aaron Kleiner

/s/ Gustav H. Koven III                          Director                                       November 30, 1995
- ---------------------------
Gustav H. Koven III

/s/ Michael L. Mark                              Director                                       November 30, 1995
- ------------------------------------
Michael L. Mark

/s/ Milton J. Pappas                             Director                                       November 30, 1995
- ------------------------------------
Milton J. Pappas

/s/ Robert B. Wagner                             Director                                       November 30, 1995
- ------------------------------------
Ralph B. Wagner

/s/ Stephen L. Watson                            Director                                       November 30, 1995
- ------------------------------------
Stephen L. Watson
INDEX TO EXHIBITS
Sequentially
Exhibit                                        Description of Exhibit                               Numbered Page
- -------                                        ----------------------                               -------------
Exhibit 4.1           Specimen certificate   Specimen certificate for shares of Common Stock
                      of the  Registrant  (filed  as Exhibit  4.01 to  Registrant's
                      Registration Statement on Form S-18 (File No. 33-24446-B) and
                      incorporated by reference).

Exhibit 4.2           Restated Certificate of Incorporation, as amended, of the Registrant
                      (filed as Exhibit 3.01 to Registrant's Registration Statement on
                      Form S-18 (File No. 33-24446-B) and incorporated by reference).

Exhibit 4.3           Amended By-laws of the Registrant (filed as Exhibit 3.03 to Annual
                      Report on Form 10-K for the fiscal year ended March 31, 1991, and
                      incorporated by reference).

Exhibit 4.4           Certificate of Designations, Preferences and Rights of the Series C
                      Preferred Stock of the Registrant (filed as Exhibit 7.03 to Report on
                      Form 8-K filed on November 12, 1993 and incorporated by reference).

Exhibit 4.8           1994 Stock Plan  (filed as Exhibit 10.13 to Annual Report on Form
                      10-K  for the  fiscal year ended  March 31, 1994 and incorporated by
                      reference).

Exhibit 4.9           Form of Non-Qualified Stock Option Agreement under the 1994 Stock Option
                      Plan of the Registrant (filed herewith).

Exhibit 4.10          Form of Incentive Stock Option Agreement under the 1994 Stock Option
                      Plan of the Registrant (filed herewith).

Exhibit 5.1           Opinion of Testa, Hurwitz & Thibeault (filed herewith).
Exhibit 23.1          Consent of Coopers & Lybrand, L.L.P. (filed herewith).

Exhibit 23.3          Consent of Testa, Hurwitz & Thibeault (included in Exhibit 5.1).

Exhibit 24.1          Power of Attorney (included as part of the signature page to this
                      Registration Statement).