As filed with the Securities and Exchange Commission on October 23, 2009.

Registration No. 33-47675

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

____________________

MSC.SOFTWARE CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 95-2239450 (I.R.S. Employer Identification Number)

2 MacArthur Place

Santa Ana, California 92707

(Address and telephone number of Registrant’s principal executive offices)

The MacNeal-Schwendler Corporation

Nonqualified Stock Option Agreement

(Full title of the plans)

Brad MacMillin

Secretary

MSC.Software Corporation

2 MacArthur Place

Santa Ana, CA 92707

(714) 540-8900

(Name, address and telephone number of agent for service)

Copies to:

Steve L. Camahort, Esq.

Shearman & Sterling LLP

525 Market Street

San Francisco, CA 94105

(415) 616-1100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o

EXPLANATORY STATEMENT

MSC.Software Corporation (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed on May 5, 1992 (File No. 33-47675) (the “Registration Statement”) to deregister certain shares of the Registrant’s common stock, par value $0.10 per share (the “Common Stock”), that were registered for issuance pursuant to the MacNeal-Schwendler Corporation Nonqualified Stock Option Agreement (the “Plan”).

A total of 27,200 shares (which as of the filing date had a par value of $0.10, and were subsequently adjusted to reflect certain corporate transactions) issuable to service providers of the Registrant pursuant to the Plan were registered under the Registration Statement.

In connection with the Registrant’s filing of a Form 15 and suspension of duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, the Registration Statement is hereby amended to deregister any shares of Common Stock remaining unissued under the Plan.

PART II

SIGNATURES

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santa Ana, California, U.S.A. on October 23, 2009.

MSC.Software Corporation
By:	/s/ Brad MacMillin
	Name:	Brad MacMillin
	Title:	Secretary