File No. 33-_____________

As filed with the Securities and Exchange Commission on December 14, 1995.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

MEDIA LOGIC, INC.
-------------------------------------------------------------------
(Exact name of issuer as specified in its charter)

Massachusetts 04-2772354
- ----------------------------------- --------------------
(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Indemnification No.)

310 South Street, P.O. Box 2258, Plainville, Massachusetts 02762
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

MEDIA LOGIC, INC. 1991 STOCK OPTION PLAN
----------------------------------------
(Full title of the plan)

William E. Davis Copy to: Justin P. Morreale, Esq.
Chief Executive Officer Bingham, Dana & Gould
Media Logic, Inc. 150 Federal Street
310 South Street Boston, MA 02110
Plainville, MA 02762
- -------------------------------------------------------------------------------
(Name and address of agent for service)

(508) 695-2006 (617) 951-8000
- -------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
- ---------------------------------------------------------------------------

Common Stock 500,000 $ * $3,319,340* $1,145.00
$.01 par value
per share
<FN>

* This estimate is made pursuant to Rule 457(h) solely for the purpose
of determining the registration fee. It is not known how many shares will be
purchased under the Plan or at what price such shares will be purchased.
The above calculation is based on the offering of 500,000 shares, 58,221 at a
purchase price of $2.00 per share and 441,779 at a purchase price of $7.25,
which price is the average of the high and low prices of the Registrant's
Common Stock as reported on December 12, 1995.

PART II
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INFORMATION NOT REQUIRED IN PROSPECTUS

Incorporation by Reference
- --------------------------

The contents of the registration statement on Form S-8, registration No.
33-49010, as filed with the Commission on July 21, 1992, by Media Logic, Inc.,
are hereby incorporated by reference.

Exhibits
- --------

The following exhibits are filed as part of or incorporated by reference
into this Registration Statement:

4.1* Restated Articles of Organization of the Registrant.

4.2** By-laws of the Registrant.

4.3 Media Logic, Inc. 1991 Stock Option Plan, as amended.

4.4*** Form of Stock Option Agreement.

5 Opinion and Consent of Bingham, Dana & Gould as to the
legality of the securities being registered.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Bingham, Dana & Gould - included in Exhibit 5.

24 Power of Attorney (included on signature page).

* Filed as exhibit to Annual Report on Form 10-K for the fiscal year
ended March 31, 1993, and incorporated herein by reference.

** Filed as exhibit to registration statement on Form S-18, File no.
33-14722-B, and incorporated herein by reference.

** Filed as exhibit to registration statement on Form S-8, File no.
33-49010, and incorporated herein by reference.

3
2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Plainville, Commonwealth of Massachusetts, on the 8th
day of December 1995.

MEDIA LOGIC, INC.

By: /s/ William E. Davis
-----------------------------
William E. Davis
Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Media Logic, Inc., hereby
severally constitute and appoint William E. Davis and Paul M. O'Brien 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 Media Logic, Inc. to comply with the
provisions of the Securities Act of 1933, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the 8th day of December 1995.

Signature Title
- --------- -----

/s/ William E. Davis Chief Executive Officer, President and
- --------------------------- Director (Principal Executive Officer)
William E. Davis

- --------------------------- Chairman of the Board of Directors
David R. Lennox

/s/ Klaus J. Peter Executive Vice President and Director
- ---------------------------
Klaus J. Peter

/s/ F. Michael Hruby Director
- ---------------------------
F. Michael Hruby

4
3

/s/ Raymond LeClerc Director
- ---------------------------
Raymond LeClerc

/s/ Joseph L. Mitchell Director
- ---------------------------
Joseph L. Mitchell

/s/ Harold B. Shukovsky Director
- ---------------------------
Harold B. Shukovsky

/s/ Francis S. Wyman Director
- ---------------------------
Francis S. Wyman

/s/ Paul M. O'Brien Chief Financial Officer, Vice President,
- --------------------------- Treasurer and Clerk (Principal Accounting
Paul M. O'Brien Officer and Principal Financial Officer)

EXHIBIT INDEX

Exhibit No. Description of Documents Page No.
- ----------- ------------------------ --------

4.1* Restated Articles of Organization
of the Registrant.

4.2** By-laws of the Registrant.

4.3 Media-Logic, Inc. 1991 Stock A-1
Option Plan, as amended.

4.4*** Form of Stock Option Agreement.

5 Opinion of Bingham, Dana & Gould. B-1

23.1 Consent of Arthur Andersen LLP. C-1

23.2 Consent of Bingham, Dana & Gould
(included in Exhibit 5).

24 Power of Attorney (included on
signature page).

<FN>
_______________
* Filed as exhibit to Annual Report on Form 10-K for the fiscal year ended March 31, 1993, and incorporated herein by
reference.

** Filed as exhibit to registration statement on Form S-18, File no. 33-14722-B, and incorporated herein by reference.
*** Filed as exhibit to registration statement on Form S-8, File no. 33-49010, and incorporated herein by reference.