As filed with the Securities and Exchange Commission on July 30, 1997

                                                    Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------
                     INFORMATION MANAGEMENT ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)
                                 --------------

          Connecticut                                         06-1289928
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)
                                 --------------

                         One Corporate Drive, Suite 414
                           Shelton, Connecticut 06484
                                 (203) 925-6800
               (Address of Principal Executive Offices) (Zip Code)

                 Information Management Associates, Inc. Amended
                      and Restated 1991 Stock Option Plan
              Information Management Associates, Inc. 1996 Employee
                        and Consultant Stock Option Plan
            Information Management Associates, Inc. 1996 Non-Employee
                          Directors Stock Option Plan
                     Information Management Associates, Inc.
                          Employee Stock Purchase Plan
                            (Full title of the plans)
                                 --------------

                             Albert R. Subbloie, Jr.
                      President and Chief Executive Officer
                     Information Management Associates, Inc.
                         One Corporate Drive, Suite 414
                           Shelton, Connecticut 06484
                                 (203) 925-6800
 (Name, address and telephone number, including area code, of agent for service)
                                 --------------

                                    Copy to:

                            Thomas L. Fairfield, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                        Goodwin Square, 225 Asylum Street
                           Hartford, Connecticut 06103
                                 (860) 293-3500
                                 --------------



<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE


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

<S>                                   <C>                 <C>                     <C>                      <C>  

Common Stock (no par value) to        900,000              $13.00  (1)             $11,700,000              $3,545.45
be issued upon exercise of options
granted under the Amended and
Restated 1991 Stock Option Plan

Common Stock (no par value) to        900,000              $13.00  (1)             $11,700,000              $3,545.45
be issued upon exercise of options
granted under the 1996 Employee
and Consultant Stock Option Plan

Common Stock (no par value) to        135,000              $13.00  (1)              $1,755,000                $531.82
be issued upon exercise of options
granted under the 1996 Non-Employee
Directors Stock Option Plan

Common Stock (no par value) to        450,000              $11.05  (2)              $4,972,500              $1,506.82
be issued pursuant to the Employee
Stock Purchase Plan
TOTAL                                                                                                       $9,129.54

</TABLE>

(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating the registration fee, based on the opening price as reported by
     The Nasdaq Stock Market on July 30, 1997.

(2)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating  the  registration  fee,  based on 85% of the opening  price as
     reported by The Nasdaq Stock Market on July 30, 1997.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Information Management Associates, Inc., a
Connecticut  corporation  (the  "Company"),  with the  Securities  and  Exchange
Commission  (the   "Commission")   are   incorporated  by  reference  into  this
Registration Statement:

     (a)  The  Company's  Registration  Statement  on Form S-1, as amended  (No.
          333-22923),  and the prospectus filed with the Commission  pursuant to
          Rule  424(b)(4)  under the  Securities  Act of 1933,  as amended  (the
          "Securities Act"), that contains audited financial  statements for the
          Company's  latest  fiscal  year for which  such  statements  have been
          filed;

     (b)  The  description  of the Company's  Common Stock which is contained in
          the Form 8- A  Registration  Statement filed by the Company with the  
          Commission  on July 24,  1997,  including  any  amendment or report 
          filed for the purpose of updating such description; and

     (c)  All documents  subsequently  filed by the Company with the  Commission
          pursuant  to Sections  13(a),  13(c),  14 and 15(d) of the  Securities
          Exchange Act of 1934, as amended (the  "Exchange  Act"),  prior to the
          filing  of  a  post-effective   amendment  which  indicates  that  all
          securities  offered have been sold or which deregisters all securities
          then remaining unsold, shall be deemed to be incorporated by reference
          herein and to be a part of this  Registration  Statement from the date
          of the filing of such documents. 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
          other   subsequently  filed  document  which  also  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 superseded,  to constitute a part of
          this Registration Statement.


     The documents  incorporated  by reference  herein  contain  forward-looking
statements that involve risks and  uncertainties.  The Company's  actual results
may differ  significantly  from the  results  discussed  in the  forward-looking
statements.  Factors  that might cause such a  difference  include,  but are not
limited to, the risks  identified in the respective  documents  incorporated  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.

     Section 33-771 of the  Connecticut  Business  Corporation  Act (the "CBCA")
     permits a corporation generally to indemnify any individual made a party to
     a proceeding  because he is or was a director or officer of the corporation
     against any liabilities incurred by such person in such proceedings if: (i)
     he conducted himself in good faith; (ii) he reasonably  believed (A) in the
     case of conduct in his official  capacity within the corporation,  that his
     conduct  was in its best  interests  and (B) in all other  cases,  that his
     conduct  was at least not opposed to its best  interests;  and (iii) in the
     case of any criminal proceeding,  he had no reasonable cause to believe his
     conduct was unlawful;  provided, however, a corporation may not indemnify a
     director  or  officer  under such  section  if:  (i) in  connection  with a
     proceeding by or in the right of the  corporation in which the director was
     adjudged  liable to the  corporation;  or (ii) in connection with any other
     proceeding  charging  improper  personal  benefit  to him,  whether  or not
     involving action in his official capacity,  in which he was adjudged liable
     on the basis that  personal  benefit  was  improperly  received  by him. In
     addition,  Sections  33-772 and  33-776 of the CBCA  provide  that,  unless
     limited by its certificate of incorporation,  a corporation shall indemnify
     each  officer  and  director  who is wholly  successful,  on the  merits or
     otherwise, in the defense of any proceeding to which he was a party because
     he is or was a director or officer of the  corporation  against  reasonable
     expenses incurred by him in connection with the proceeding.

     Article VIII of the Company's  Certificate of Incorporation and Section 7.2
     of the  Company's  Bylaws  provide  that the Company  shall  indemnify  all
     directors and officers to the fullest extent permitted by the CBCA.

     Section 7.2 of the Bylaws also  provides  that the Board of  Directors  may
     cause the Company to indemnify  any employee or agent to the same extent as
     an officer or director.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

Exhibit
Number
----------

5.1   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

10.1* Amended  and Restated  1991 Stock Option Plan and form of Stock Option
      Agreements thereunder 

10.2* 1996 Employee and Consultant Stock Option Plan and form of Stock Option
      Agreement  thereunder

10.3* 1996  Non-Employee Directors Stock Option Plan and form of Stock Option 
      Agreement thereunder

10.4* Employee  Stock  Purchase  Plan  and  form of  Subscription  Agreement
      thereunder

23.1  Consent of Arthur Andersen LLP, independent accountants

23.2  Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
      5.1)

24.1  Power of Attorney (see page II-6)

-------- 

*    Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form  S-1  (File  No.  333-22923),  which  was  declared  effective  by the
     Commission on July 30, 1997.


Item 9. Undertakings.

     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  (1)(i)  and  (1)(ii)  do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and 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 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.

     (4) 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Town of Shelton, State of Connecticut on July 30, 1997.


                    INFORMATION MANAGEMENT ASSOCIATES, INC.



                    By:      /s/ Albert R. Subbloie, Jr.
                             ___________________________________________
                             Albert R. Subbloie, Jr.
                             President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the  undersigned  officers  and  directors  of  Information  Management
Associates, Inc. hereby severally constitute and appoint Albert R. Subbloie, Jr.
and Gary R. Martino, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly,  to sign for us and in our names in
the capacities  indicated below,  the  Registration  Statement on Form S-8 filed
herewith and any and all  pre-effective  and  post-effective  amendments to said
Registration Statement,  and generally to do all such things in our names and on
our behalf in our  capacities  as officers and  directors to enable  Information
Management Associates,  Inc. to comply with the provisions of the Securities Act
of 1933,  as  amended,  and all  requirements  of the  Securities  and  Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys,  or any of them, to said  Registration  Statement and any
and all amendments thereto.

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



Signature                              Title                      Date



/s/ Albert R. Subbloie, Jr.
___________________________  President, Chief Executive       July 30, 1997
Albert R. Subbloie, Jr.         Officer and Director
                                (Principal Executive
                                      Officer)


/s/ Gary R. Martino
_________________________     Chairman of the Board of        July 30, 1997
Gary R. Martino              Directors, Chief Financial
                               Officer, Treasurer and
                                Director (Principal
                              Financial and Accounting
                                      Officer)


/s/ Paul J. Schmidt
_________________________             Director                July 30, 1997
Paul J. Schmidt



/s/ Andrei Poludnewycz
_________________________             Director                July 30, 1997
Andrei Poludnewycz



/s/ Thomas F. Hill
_________________________             Director                July 30, 1997
Thomas F. Hill



/s/ Donald P. Miller
_________________________             Director                July 30, 1997
Donald P.  Miller



/s/ David J. Callard
_________________________             Director                July 30, 1997
David J. Callard

                                  EXHIBIT INDEX


Exhibit No.         Description                              Sequential Page No.

5.1   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

10.1* Amended  and  Restated  1991  Stock  Option  
      Plan and form of Stock  Option
      Agreements thereunder

10.2* 1996  Employee  and  Consultant  
      Stock Option Plan and form of Stock Option
      Agreement thereunder

10.3* 1996 Non-Employee Directors Stock Option Plan 
      and form of Stock  Option  Agreement
      thereunder

10.4* Employee Stock Purchase Plan and form of 
      Subscription Agreement thereunder

23.1  Consent of Arthur Andersen LLP, independent accountants

23.2  Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. 
      (included in Exhibit 5.1)

24.1  Power of Attorney (see page II-6)

--------

*    Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form  S-1  (File  No.  333-22923),  which  was  declared  effective  by the
     Commission on July 30, 1997.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18702}]
{"company-data": {"conformed-name": "INFORMATION MANAGEMENT ASSOCIATES INC", "cik": "0000871696", "assigned-sic": "7372", "irs-number": "061289928", "state-of-incorporation": "CT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32417", "film-number": "97648047"}, "business-address": {"street1": "ONE CORPORATE DRIVE", "street2": "SUITE 414", "city": "SHELTON", "state": "CT", "zip": "06484", "phone": "2039256800"}, "mail-address": {"street1": "ONE CORPORATE DRIVE", "city": "SHELDON", "state": "CT", "zip": "06484"}}
As filed with the Securities and Exchange Commission on July 30, 1997

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------
                     INFORMATION MANAGEMENT ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)
                                 --------------

          Connecticut                                         06-1289928
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)
                                 --------------

                         One Corporate Drive, Suite 414
                           Shelton, Connecticut 06484
                                 (203) 925-6800
               (Address of Principal Executive Offices) (Zip Code)

                 Information Management Associates, Inc. Amended
                      and Restated 1991 Stock Option Plan
              Information Management Associates, Inc. 1996 Employee
                        and Consultant Stock Option Plan
            Information Management Associates, Inc. 1996 Non-Employee
                          Directors Stock Option Plan
                     Information Management Associates, Inc.
                          Employee Stock Purchase Plan
                            (Full title of the plans)
                                 --------------

                             Albert R. Subbloie, Jr.
                      President and Chief Executive Officer
                     Information Management Associates, Inc.
                         One Corporate Drive, Suite 414
                           Shelton, Connecticut 06484
                                 (203) 925-6800
 (Name, address and telephone number, including area code, of agent for service)
                                 --------------

                                    Copy to:

                            Thomas L. Fairfield, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                        Goodwin Square, 225 Asylum Street
                           Hartford, Connecticut 06103
                                 (860) 293-3500
                                 --------------
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities   Amount to be        Proposed Maximum        Proposed Maximum            Amount of
      to be Registered              Registered     Offering Price Per Share Aggregate Offering Price   Registration Fee
Common Stock (no par value) to        900,000              $13.00  (1)             $11,700,000              $3,545.45
be issued upon exercise of options
granted under the Amended and
Restated 1991 Stock Option Plan

Common Stock (no par value) to        900,000              $13.00  (1)             $11,700,000              $3,545.45
be issued upon exercise of options
granted under the 1996 Employee
and Consultant Stock Option Plan

Common Stock (no par value) to        135,000              $13.00  (1)              $1,755,000                $531.82
be issued upon exercise of options
granted under the 1996 Non-Employee
Directors Stock Option Plan

Common Stock (no par value) to        450,000              $11.05  (2)              $4,972,500              $1,506.82
be issued pursuant to the Employee
Stock Purchase Plan
TOTAL                                                                                                       $9,129.54
(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating the registration fee, based on the opening price as reported by
     The Nasdaq Stock Market on July 30, 1997.

(2)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating  the  registration  fee,  based on 85% of the opening  price as
     reported by The Nasdaq Stock Market on July 30, 1997.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Information Management Associates, Inc., a
Connecticut  corporation  (the  "Company"),  with the  Securities  and  Exchange
Commission  (the   "Commission")   are   incorporated  by  reference  into  this
Registration Statement:

     (a)  The  Company's  Registration  Statement  on Form S-1, as amended  (No.
          333-22923),  and the prospectus filed with the Commission  pursuant to
          Rule  424(b)(4)  under the  Securities  Act of 1933,  as amended  (the
          "Securities Act"), that contains audited financial  statements for the
          Company's  latest  fiscal  year for which  such  statements  have been
          filed;

     (b)  The  description  of the Company's  Common Stock which is contained in
          the Form 8- A  Registration  Statement filed by the Company with the  
          Commission  on July 24,  1997,  including  any  amendment or report 
          filed for the purpose of updating such description; and

     (c)  All documents  subsequently  filed by the Company with the  Commission
          pursuant  to Sections  13(a),  13(c),  14 and 15(d) of the  Securities
          Exchange Act of 1934, as amended (the  "Exchange  Act"),  prior to the
          filing  of  a  post-effective   amendment  which  indicates  that  all
          securities  offered have been sold or which deregisters all securities
          then remaining unsold, shall be deemed to be incorporated by reference
          herein and to be a part of this  Registration  Statement from the date
          of the filing of such documents. 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
          other   subsequently  filed  document  which  also  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 superseded,  to constitute a part of
          this Registration Statement.

     The documents  incorporated  by reference  herein  contain  forward-looking
statements that involve risks and  uncertainties.  The Company's  actual results
may differ  significantly  from the  results  discussed  in the  forward-looking
statements.  Factors  that might cause such a  difference  include,  but are not
limited to, the risks  identified in the respective  documents  incorporated  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.

     Section 33-771 of the  Connecticut  Business  Corporation  Act (the "CBCA")
     permits a corporation generally to indemnify any individual made a party to
     a proceeding  because he is or was a director or officer of the corporation
     against any liabilities incurred by such person in such proceedings if: (i)
     he conducted himself in good faith; (ii) he reasonably  believed (A) in the
     case of conduct in his official  capacity within the corporation,  that his
     conduct  was in its best  interests  and (B) in all other  cases,  that his
     conduct  was at least not opposed to its best  interests;  and (iii) in the
     case of any criminal proceeding,  he had no reasonable cause to believe his
     conduct was unlawful;  provided, however, a corporation may not indemnify a
     director  or  officer  under such  section  if:  (i) in  connection  with a
     proceeding by or in the right of the  corporation in which the director was
     adjudged  liable to the  corporation;  or (ii) in connection with any other
     proceeding  charging  improper  personal  benefit  to him,  whether  or not
     involving action in his official capacity,  in which he was adjudged liable
     on the basis that  personal  benefit  was  improperly  received  by him. In
     addition,  Sections  33-772 and  33-776 of the CBCA  provide  that,  unless
     limited by its certificate of incorporation,  a corporation shall indemnify
     each  officer  and  director  who is wholly  successful,  on the  merits or
     otherwise, in the defense of any proceeding to which he was a party because
     he is or was a director or officer of the  corporation  against  reasonable
     expenses incurred by him in connection with the proceeding.

     Article VIII of the Company's  Certificate of Incorporation and Section 7.2
     of the  Company's  Bylaws  provide  that the Company  shall  indemnify  all
     directors and officers to the fullest extent permitted by the CBCA.

     Section 7.2 of the Bylaws also  provides  that the Board of  Directors  may
     cause the Company to indemnify  any employee or agent to the same extent as
     an officer or director.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

Exhibit
Number
----------

5.1   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

10.1* Amended  and Restated  1991 Stock Option Plan and form of Stock Option
      Agreements thereunder 

10.2* 1996 Employee and Consultant Stock Option Plan and form of Stock Option
      Agreement  thereunder

10.3* 1996  Non-Employee Directors Stock Option Plan and form of Stock Option 
      Agreement thereunder

10.4* Employee  Stock  Purchase  Plan  and  form of  Subscription  Agreement
      thereunder

23.1  Consent of Arthur Andersen LLP, independent accountants

23.2  Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
      5.1)

24.1  Power of Attorney (see page II-6)

-------- 

*    Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form  S-1  (File  No.  333-22923),  which  was  declared  effective  by the
     Commission on July 30, 1997.

Item 9. Undertakings.

     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  (1)(i)  and  (1)(ii)  do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and 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 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.

     (4) 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Town of Shelton, State of Connecticut on July 30, 1997.

                    INFORMATION MANAGEMENT ASSOCIATES, INC.

                    By:      /s/ Albert R. Subbloie, Jr.
                             ___________________________________________
                             Albert R. Subbloie, Jr.
                             President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the  undersigned  officers  and  directors  of  Information  Management
Associates, Inc. hereby severally constitute and appoint Albert R. Subbloie, Jr.
and Gary R. Martino, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly,  to sign for us and in our names in
the capacities  indicated below,  the  Registration  Statement on Form S-8 filed
herewith and any and all  pre-effective  and  post-effective  amendments to said
Registration Statement,  and generally to do all such things in our names and on
our behalf in our  capacities  as officers and  directors to enable  Information
Management Associates,  Inc. to comply with the provisions of the Securities Act
of 1933,  as  amended,  and all  requirements  of the  Securities  and  Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys,  or any of them, to said  Registration  Statement and any
and all amendments thereto.

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

Signature                              Title                      Date

/s/ Albert R. Subbloie, Jr.
___________________________  President, Chief Executive       July 30, 1997
Albert R. Subbloie, Jr.         Officer and Director
                                (Principal Executive
                                      Officer)

/s/ Gary R. Martino
_________________________     Chairman of the Board of        July 30, 1997
Gary R. Martino              Directors, Chief Financial
                               Officer, Treasurer and
                                Director (Principal
                              Financial and Accounting
                                      Officer)

/s/ Paul J. Schmidt
_________________________             Director                July 30, 1997
Paul J. Schmidt

/s/ Andrei Poludnewycz
_________________________             Director                July 30, 1997
Andrei Poludnewycz

/s/ Thomas F. Hill
_________________________             Director                July 30, 1997
Thomas F. Hill

/s/ Donald P. Miller
_________________________             Director                July 30, 1997
Donald P.  Miller

/s/ David J. Callard
_________________________             Director                July 30, 1997
David J. Callard

                                  EXHIBIT INDEX

Exhibit No.         Description                              Sequential Page No.

5.1   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

10.1* Amended  and  Restated  1991  Stock  Option  
      Plan and form of Stock  Option
      Agreements thereunder

10.2* 1996  Employee  and  Consultant  
      Stock Option Plan and form of Stock Option
      Agreement thereunder

10.3* 1996 Non-Employee Directors Stock Option Plan 
      and form of Stock  Option  Agreement
      thereunder

10.4* Employee Stock Purchase Plan and form of 
      Subscription Agreement thereunder

23.1  Consent of Arthur Andersen LLP, independent accountants

23.2  Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. 
      (included in Exhibit 5.1)

24.1  Power of Attorney (see page II-6)

--------

*    Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form  S-1  (File  No.  333-22923),  which  was  declared  effective  by the
     Commission on July 30, 1997.