As filed with the Securities and Exchange Commission on December 21, 1995. 

                                      Registration No. 33-____________
                                                                         

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

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

                       THE MACNEAL-SCHWENDLER 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.)

                 815 Colorado Boulevard, Los Angeles, California 90041
                        (Address of principal executive office)

                           THE MACNEAL-SCHWENDLER CORPORATION
                                   1991 STOCK OPTION PLAN
                                  (Full title of the Plan)

                                  DR. RICHARD H. MACNEAL
                             The MacNeal-Schwendler Corporation
                                    815 Colorado Boulevard
                                Los Angeles, California 90041
                         (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (213) 258-9111
                                ___________________

                                       Copy to:
                               D. STEPHEN ANTION, ESQ.
                                  O'MELVENY & MYERS
                                 400 South Hope Street
                          Los Angeles, California 90071-2899
                                  ___________________


<TABLE>
       
                          CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

<s)                 <C>          <C>              <C>              <C>
Title of securities Amount to be Proposed maximum Proposed maximum  Amount of
to be registered    registered   offering price   aggregate offeringregistration
                                 per share        price             fee
- -------------------------------------------------------------------------------
Common Stock,  1,800,000 shares(1)$14.8125(2)      $26,662,500(2)    $9,194(2)
$.01 par
value per
share
- ---------------------------------------------------------------------------------------
(1)  This Registration Statement covers, in addition to the number
     of shares of Common Stock stated above, options or other
     rights to purchase or acquire the shares of Common Stock
     covered by the Prospectus, certain rights pursuant to the
     Registrant's Rights Agreement with Bank of America,
     N.T. & S.A. to purchase additional shares of Common Stock,
     and, pursuant to Rule 416, an additional indeterminate number
     of shares which by reason of certain events specified in the
     Plan may become subject to the Plan.

(2)  Pursuant to Rule 457(h), the maximum offering price, per share
     and in the aggregate, and the registration fee were calculated
     based upon average of the high and low prices of the Common
     Stock as reported on the American Stock Exchange and published
     in the Western Edition of the Wall Street Journal on December
     18, 1995.

</TABLE>


                              ___________________



As permitted by Rule 429, the Prospectus which contains the
information required pursuant to Section 10(a) of the Securities Act
of 1933, as amended (the "Securities Act"), and which relates to this
Registration Statement is a combined Prospectus which also relates to
a registration statement on Form S-8 (File No. 33-051744), as
amended, with respect to the registration under the Securities Act of
1,200,000 additional shares of Common Stock.


<PAGE>

                                        PART I

                              INFORMATION REQUIRED IN THE
                                SECTION 10(a) PROSPECTUS


       The documents 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 and Exchange
Commission Rule 428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to 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 The MacNeal-Schwendler
Corporation (the "Company") filed with the Securities and Exchange
Commission are incorporated herein by reference: 

     (a)   Annual Report on Form 10-K for the Company's fiscal year
           ended January 31, 1995;

     (b)   Quarterly Reports on Form 10-Q for the Company's
           quarterly periods ending April 30, 1995, July 31, 1995
           and October 31, 1995; and

     (c)   The description of the Company's Common Stock and the
           description of certain related rights pursuant to the
           Company's Rights Agreement contained in its Registration
           Statement on Form 8-B dated September 29, 1994 (File No.
           1-8722), 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
(the "Exchange Act") prior to the filing of a post-effective
amendment which indicate 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 the prospectus 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.


ITEM 4.        DESCRIPTION OF SECURITIES

          The Company's Common Stock, par value $.01 per share,
(the "Common Stock") and certain related rights are registered
pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted. 


ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not Applicable.


ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by Section 145 of the General Corporation
Law of Delaware, the Company's Bylaws provide for indemnification of
directors and officers of the Company against all costs, charges,
expenses, liabilities and losses (including attorneys' fees,
judgements and amounts paid in settlement) actually and reasonably
incurred by them in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, in which any such person was or is a
party or is threatened to be made a party, if such person acted in
good faith and in a manner such person reasonably believed to be in
or not opposed to the best interest of the Company and, with respect
to any criminal action or proceeding, if such person had no
reasonable cause to believe his conduct was unlawful.  In the case of
an action or suit by or in the right of the Company, such a person
may not be indemnified in respect of any claim, issue or matter as to
which he has been adjudged liable for negligence or misconduct in the
performance of his duty to the Company, unless and only to the extent
the court in which such action or suit was brought determines that
such person is fairly and reasonably entitled to indemnity for such
expenses as such court may deem proper.  In each case,
indemnification shall be made only upon specific authorization of a
majority of disinterested directors, by written opinion of
independent legal counsel or by the stockholders, unless the
director, officer, employee or agent has been successful on the
merits or otherwise in defense of any such action or suit, in which
case he shall be indemnified without such authorization.  The
Company's Bylaws require the Company to pay the expenses incurred by
a director or officer in defending or investigating a threatened or
pending action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon receipt by the
Company of an undertaking by or on behalf of such director or officer
to repay such amount if it is ultimately determined that he is not
entitled to indemnification and permit the Company to advance such
expenses to other employees and agents of the Company upon such terms
and conditions as are specified by the Company's Board of Directors. 
The advancement of expenses, as well as indemnification, pursuant to
the Company's Bylaws is not exclusive of any other rights which those
seeking indemnification or advancement of expenses from the Company
may have.
  
         The Company's Certificate of Incorporation eliminates
personal liability of directors to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except for:  (i) any breach of the duty of loyalty to the Company or
its stockholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law;
(iii) liability under Section 174 of the General Corporation Law of
Delaware relating to certain unlawful dividends and stock
repurchases; or (iv) any transaction from which the director derived
an improper personal benefit.

         In addition, as permitted by the Company's Certificate
of Incorporation and Bylaws, individual indemnification agreements
(the "Indemnification Agreements") have been entered into by the
Company with its directors and officers.  Further, as permitted by
Section 145 of the General Corporation Law of Delaware, the Company's
Bylaws permit the Company to purchase and maintain insurance on
behalf of any director, officer, employee or agent of the Company
against liability asserted against him or her in any such capacity,
whether or not the Company would have the power to indemnify him
against such liability under Delaware law.  The Company maintains
liability insurance providing directors and officers coverage with
respect to certain liabilities.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable. 


ITEM 8.    EXHIBITS
                          
    4.1    The MacNeal-Schwendler Corporation 1991 Stock Option Plan, as
           amended.

    4.2    Form of Employee Nonqualified Option Agreement under the 1991 Stock
           Option Plan.

    4.3    Form of Employee Incentive Stock Option Agreement under the 1991
           Stock Option Plan.

    4.4    Form of Non-Employee Director Program Award Agreement under the 1991
           Stock Option Plan.

    4.5    Rights Agreement dated September 19, 1988 between The MacNeal-
           Schwendler Corporation and Bank of America NT&SA, as Rights Agent
           (filed as Exhibit 4.1 to Current Report on Form 8-K, event date
           September 14, 1988, and incorporated herein by this reference).

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

   23.1    Consent of Independent Auditors.

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

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

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;

                   (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; and

                  (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 Exchange Act
        that are incorporated by reference in the Registration
        Statement;

              (2)  That, for the purpose of determining any
        liability under the Securities Act, 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; and

              (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, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) 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.

       (h)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6 above, 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 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 Securities Act and will be governed by the final
adjudication of such issue. 


<PAGE>
                              SIGNATURES


     The Registrant.  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 Los Angeles, State of California, as of December 20,
1995.


                           THE MACNEAL-SCHWENDLER CORPORATION



                           By:    ___/s/ RICHARD H. MACNEAL___                 
                                     Richard H. MacNeal 
                                     Chairman and Chief Executive
                                     Officer



                                POWER OF ATTORNEY


     Each person whose signature appears below constitutes
and appoints Richard H. MacNeal, Thomas C. Curry and Louis A. Greco
as his true and lawful attorneys-in-fact and agents, each acting
alone, 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 to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, each acting alone,
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, each acting alone, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.


<PAGE>

    Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons
in the capacities and as of December 20, 1995.

Name                                  Title

___/s/ RICHARD H. MACNEAL___          Chairman of the Board and
Richard H. MacNeal                    Chief Executive Officer (Principal
                                      Executive Officer and Director)

___/s/ LOUIS A. GRECO___              Secretary and Chief Financial Officer
Louis A. Greco                        (Principal Financial and Accounting
                                      Officer)

___/s/ BERNARD J. BANNAN___           Director
Bernard J. Bannan


___/s/ PAUL B. MACCREADY___           Director
Paul B. MacCready


___/s/ DALE D. MYERS___               Director
Dale D. Myers


___/s/ HAROLD HARRIGIAN___            Director
Harold Harrigian


___/s/ ARTHUR H. REIDEL___            Director
Arthur H. Reidel


___/s/ GEORGE N. RIORDAN___           Director
George N. Riordan



___/s/ FRANK PERNA___                 Director
Frank Perna



___/s/ RUSSELL F. HENKE___            Director
Russell F. Henke


<PAGE>
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As filed with the Securities and Exchange Commission on December 21, 1995. 

                                      Registration No. 33-____________
                                                                         

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

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

                       THE MACNEAL-SCHWENDLER 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.)

                 815 Colorado Boulevard, Los Angeles, California 90041
                        (Address of principal executive office)

                           THE MACNEAL-SCHWENDLER CORPORATION
                                   1991 STOCK OPTION PLAN
                                  (Full title of the Plan)

                                  DR. RICHARD H. MACNEAL
                             The MacNeal-Schwendler Corporation
                                    815 Colorado Boulevard
                                Los Angeles, California 90041
                         (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (213) 258-9111
                                ___________________

                                       Copy to:
                               D. STEPHEN ANTION, ESQ.
                                  O'MELVENY & MYERS
                                 400 South Hope Street
                          Los Angeles, California 90071-2899
                                  ___________________

       
                          CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum  Amount of
to be registered    registered   offering price   aggregate offeringregistration
                                 per share        price             fee
- -------------------------------------------------------------------------------
Common Stock,  1,800,000 shares(1)$14.8125(2)      $26,662,500(2)    $9,194(2)
$.01 par
value per
share
- ---------------------------------------------------------------------------------------
(1)  This Registration Statement covers, in addition to the number
     of shares of Common Stock stated above, options or other
     rights to purchase or acquire the shares of Common Stock
     covered by the Prospectus, certain rights pursuant to the
     Registrant's Rights Agreement with Bank of America,
     N.T. & S.A. to purchase additional shares of Common Stock,
     and, pursuant to Rule 416, an additional indeterminate number
     of shares which by reason of certain events specified in the
     Plan may become subject to the Plan.

(2)  Pursuant to Rule 457(h), the maximum offering price, per share
     and in the aggregate, and the registration fee were calculated
     based upon average of the high and low prices of the Common
     Stock as reported on the American Stock Exchange and published
     in the Western Edition of the Wall Street Journal on December
     18, 1995.
___________________

As permitted by Rule 429, the Prospectus which contains the
information required pursuant to Section 10(a) of the Securities Act
of 1933, as amended (the "Securities Act"), and which relates to this
Registration Statement is a combined Prospectus which also relates to
a registration statement on Form S-8 (File No. 33-051744), as
amended, with respect to the registration under the Securities Act of
1,200,000 additional shares of Common Stock.
PART I

                              INFORMATION REQUIRED IN THE
                                SECTION 10(a) PROSPECTUS

       The documents 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 and Exchange
Commission Rule 428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to 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 The MacNeal-Schwendler
Corporation (the "Company") filed with the Securities and Exchange
Commission are incorporated herein by reference: 

     (a)   Annual Report on Form 10-K for the Company's fiscal year
           ended January 31, 1995;

     (b)   Quarterly Reports on Form 10-Q for the Company's
           quarterly periods ending April 30, 1995, July 31, 1995
           and October 31, 1995; and

     (c)   The description of the Company's Common Stock and the
           description of certain related rights pursuant to the
           Company's Rights Agreement contained in its Registration
           Statement on Form 8-B dated September 29, 1994 (File No.
           1-8722), 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
(the "Exchange Act") prior to the filing of a post-effective
amendment which indicate 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 the prospectus 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.

ITEM 4.        DESCRIPTION OF SECURITIES

          The Company's Common Stock, par value $.01 per share,
(the "Common Stock") and certain related rights are registered
pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted. 

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not Applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by Section 145 of the General Corporation
Law of Delaware, the Company's Bylaws provide for indemnification of
directors and officers of the Company against all costs, charges,
expenses, liabilities and losses (including attorneys' fees,
judgements and amounts paid in settlement) actually and reasonably
incurred by them in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, in which any such person was or is a
party or is threatened to be made a party, if such person acted in
good faith and in a manner such person reasonably believed to be in
or not opposed to the best interest of the Company and, with respect
to any criminal action or proceeding, if such person had no
reasonable cause to believe his conduct was unlawful.  In the case of
an action or suit by or in the right of the Company, such a person
may not be indemnified in respect of any claim, issue or matter as to
which he has been adjudged liable for negligence or misconduct in the
performance of his duty to the Company, unless and only to the extent
the court in which such action or suit was brought determines that
such person is fairly and reasonably entitled to indemnity for such
expenses as such court may deem proper.  In each case,
indemnification shall be made only upon specific authorization of a
majority of disinterested directors, by written opinion of
independent legal counsel or by the stockholders, unless the
director, officer, employee or agent has been successful on the
merits or otherwise in defense of any such action or suit, in which
case he shall be indemnified without such authorization.  The
Company's Bylaws require the Company to pay the expenses incurred by
a director or officer in defending or investigating a threatened or
pending action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon receipt by the
Company of an undertaking by or on behalf of such director or officer
to repay such amount if it is ultimately determined that he is not
entitled to indemnification and permit the Company to advance such
expenses to other employees and agents of the Company upon such terms
and conditions as are specified by the Company's Board of Directors. 
The advancement of expenses, as well as indemnification, pursuant to
the Company's Bylaws is not exclusive of any other rights which those
seeking indemnification or advancement of expenses from the Company
may have.
  
         The Company's Certificate of Incorporation eliminates
personal liability of directors to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except for:  (i) any breach of the duty of loyalty to the Company or
its stockholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law;
(iii) liability under Section 174 of the General Corporation Law of
Delaware relating to certain unlawful dividends and stock
repurchases; or (iv) any transaction from which the director derived
an improper personal benefit.

         In addition, as permitted by the Company's Certificate
of Incorporation and Bylaws, individual indemnification agreements
(the "Indemnification Agreements") have been entered into by the
Company with its directors and officers.  Further, as permitted by
Section 145 of the General Corporation Law of Delaware, the Company's
Bylaws permit the Company to purchase and maintain insurance on
behalf of any director, officer, employee or agent of the Company
against liability asserted against him or her in any such capacity,
whether or not the Company would have the power to indemnify him
against such liability under Delaware law.  The Company maintains
liability insurance providing directors and officers coverage with
respect to certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable. 

ITEM 8.    EXHIBITS
                          
    4.1    The MacNeal-Schwendler Corporation 1991 Stock Option Plan, as
           amended.

    4.2    Form of Employee Nonqualified Option Agreement under the 1991 Stock
           Option Plan.

    4.3    Form of Employee Incentive Stock Option Agreement under the 1991
           Stock Option Plan.

    4.4    Form of Non-Employee Director Program Award Agreement under the 1991
           Stock Option Plan.

    4.5    Rights Agreement dated September 19, 1988 between The MacNeal-
           Schwendler Corporation and Bank of America NT&SA, as Rights Agent
           (filed as Exhibit 4.1 to Current Report on Form 8-K, event date
           September 14, 1988, and incorporated herein by this reference).

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

   23.1    Consent of Independent Auditors.

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

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

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;

                   (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; and

                  (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 Exchange Act
        that are incorporated by reference in the Registration
        Statement;

              (2)  That, for the purpose of determining any
        liability under the Securities Act, 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; and

              (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, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) 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.

       (h)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6 above, 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 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     The Registrant.  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 Los Angeles, State of California, as of December 20,
1995.

                           THE MACNEAL-SCHWENDLER CORPORATION

                           By:    ___/s/ RICHARD H. MACNEAL___                 
                                     Richard H. MacNeal 
                                     Chairman and Chief Executive
                                     Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes
and appoints Richard H. MacNeal, Thomas C. Curry and Louis A. Greco
as his true and lawful attorneys-in-fact and agents, each acting
alone, 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 to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, each acting alone,
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, each acting alone, 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 as of December 20, 1995.

Name                                  Title

___/s/ RICHARD H. MACNEAL___          Chairman of the Board and
Richard H. MacNeal                    Chief Executive Officer (Principal
                                      Executive Officer and Director)

___/s/ LOUIS A. GRECO___              Secretary and Chief Financial Officer
Louis A. Greco                        (Principal Financial and Accounting
                                      Officer)

___/s/ BERNARD J. BANNAN___           Director
Bernard J. Bannan

___/s/ PAUL B. MACCREADY___           Director
Paul B. MacCready

___/s/ DALE D. MYERS___               Director
Dale D. Myers

___/s/ HAROLD HARRIGIAN___            Director
Harold Harrigian

___/s/ ARTHUR H. REIDEL___            Director
Arthur H. Reidel

___/s/ GEORGE N. RIORDAN___           Director
George N. Riordan

___/s/ FRANK PERNA___                 Director
Frank Perna

___/s/ RUSSELL F. HENKE___            Director
Russell F. Henke