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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

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C3, INC.
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(Exact name of registrant as specified in its charter)

3800 GATEWAY BOULEVARD, SUITE 310
NORTH CAROLINA MORRISVILLE, NORTH CAROLINA 27560 56-0308470
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(State or other jurisdiction of (Address of principal executive offices) (I.R.S. Employer
incorporation or organization) Identification Number)

1996 STOCK OPTION PLAN OF
C3, INC.

1997 OMNIBUS STOCK PLAN OF
C3, INC.
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(Full title of the plans)

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Jeff N. Hunter
President
C3, Inc.
3800 Gateway Boulevard, Suite 310
Morrisville, North Carolina 27560
(919) 468-0399
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(Name, address and 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(1) PRICE(1) FEE(1)
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Common Stock,
no par value 1,377,045 shares $1.88-$15.00 $12,100,708 $3,570

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(1) Pursuant to Rule 457(c) and (h)(1), based on (i) the average option price
($3.95) for shares available for issuance upon exercise of outstanding options
granted pursuant to the 1996 Stock Option Plan of C3, Inc. (661,791 shares);
(ii) the average option price ($14.61) for shares available for issuance upon
exercise of outstanding options granted pursuant to the 1997 Omnibus Stock Plan
of C3, Inc. (477,000 shares); (iii) the average ($12.1875) of the high ($12.50)
and low ($11.875) sale prices of the registrant's common stock on December 29,
1997, as reported by the Nasdaq National Market, with respect to shares
available for future issuance pursuant to the 1997 Omnibus Stock Plan of C3,
Inc. (200,979 shares); and (iv) the average option price ($1.88) for shares
available for issuance upon exercise of outstanding options granted by the
registrant to consultants performing services on behalf of the Company prior to
the adoption of either the 1996 Stock Option Plan of C3, Inc. or the 1997
Omnibus Stock Plan of C3, Inc. (37,275 shares).

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2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by C3, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

(a) The Company's Prospectus dated November 14, 1997, filed
with the Commission on November 17, 1997.

(b) The description of the Company's Common Stock, no par
value, contained in the Company's Registration Statement on Form 8-A,
filed pursuant to Section 12(g) of the Securities Exchange Act of 1934
(the "Exchange Act") with the Commission on November 7, 1997, including
any amendment or report filed for the purpose of updating such
description.

(c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the period referred to in (a),
above.

All documents subsequently filed by the Company 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 hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the securities offered hereby has been passed upon by
the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company. One
of the members of Womble Carlyle Sandridge & Rice, PLLC holds 10,650 shares of
Common Stock, which were purchased from the Company in May 1996 in a private
placement transaction.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act contains specific provisions relating to indemnification of
directors and officers of North Carolina corporations. In general, such sections
provide that (i) a corporation must indemnify a director or officer who is
wholly successful in his defense of a proceeding to which he is a party because
of his status as such, unless limited by the articles of incorporation, and (ii)
a corporation may indemnify a director or officer if he is not wholly successful
in such defense and it is determined as provided by statute that the director or
officer meets a certain standard of conduct, but the corporation may not
indemnify a director or officer if he is liable to the corporation or is
adjudged liable on the basis that personal benefit was improperly received by
him. A director or officer of a corporation who is a party to a proceeding may
also apply to the courts for indemnification, and the court may order
indemnification under certain circumstances set forth in the statute. A
corporation may, in its articles of incorporation or bylaws or by contract or
resolution, provide indemnification in addition to that provided by statute,
subject to certain conditions.

The Company's bylaws provide for the indemnification of any director or
officer of the Company against liabilities and litigation expenses arising out
of his status as such, excluding (i) any liabilities or litigation expenses
relating to activities which were at the time taken known or believed by such
person to be clearly in conflict with the best interest of the Company and (ii)
that portion of any liabilities or litigation expenses with respect to which
such person is entitled to receive payment under any insurance policy.

The Company's articles of incorporation provide for the elimination of
the personal liability of each director of the Company to the fullest extent
permitted by law.

The Company has obtained directors' and officers' liability insurance,
under which directors and officers of the Company may be insured or indemnified
against certain liabilities which they may incur in their capacity as such.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are filed as a part of this Registration
Statement:

NUMBER DESCRIPTION
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4.1 Amended and Restated Articles of Incorporation of C3, Inc. (incorporated by reference to
Exhibit 3.1 of the Company's Registration Statement on Form S-1 (File No. 333-36809)).

4.2 Amended and Restated Bylaws of C3, Inc. (incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-1 (File No. 333-36809)).

5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the legality of the Common
Stock being registered.

23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC (included in Exhibit 5).

23.2 Consent of Deloitte & Touche, LLP.

24 Power of Attorney (included in the signature page to this Registration Statement).

99.1 1996 Stock Option Plan of C3, Inc., as amended (incorporated by reference to Exhibit 10.15
of the Company's Registration Statement on Form S-1 (File No. 333-36809)).

99.2 1997 Omnibus Stock Plan of C3, Inc. (incorporated by reference to Exhibit 10.16 of the
Company's Registration Statement on Form S-1 (File No. 333-36809)).

99.3 1997 Declaration of Amendment to 1997 Omnibus Stock Plan of C3, Inc.

99.4 Stock Option Agreement, dated May 25, 1996, between C3, Inc. and Robert C. Glass and
Bronwen K. Nishikawa.

99.5 Stock Option Agreement, dated June 4, 1996, between C3, Inc. and Earl R. Hines and
Jacqueline C. Hines.

99.6 Stock Option Agreement, dated June 6, 1996, between C3, Inc. and Douglas G. Waltz.

ITEM 9. UNDERTAKINGS.

(a) The Company 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;

(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
with or furnished to the Commission by the Company 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.

(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 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.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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

Pursuant to the requirements of the Securities Act of 1933, C3, 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 Town of Morrisville, State of North Carolina, on this 31st
day of December, 1997.

C3, INC.

By: /s/ JEFF N. HUNTER
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Jeff N. Hunter
President and Chairman

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
on the signature pages to this Registration Statement hereby constitutes and
appoints Jeff N. Hunter and Mark W. Hahn, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned, and in his name, place and stead, in any
and all capacities to sign any and all amendments, including post-effective
amendments, exhibits thereto and other documents in connection therewith, to
this Registration Statement, to make such changes in the Registration Statement
as such attorneys-in-fact deems appropriate, 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 and
each of them, full power and authority to do so and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully 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 indicated on December 31, 1997.

/s/ JEFF N. HUNTER /s/ FREDERICK A. RUSS
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Jeff N. Hunter Frederick A. Russ
PRESIDENT AND DIRECTOR DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)

/s/ KURT LEUTZINGER /s/ DAVID B. STEWART
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Kurt Leutzinger David B. Stewart
DIRECTOR DIRECTOR

/s/ KURT NASSAU /s/ OLLIN B. SYKES
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Kurt Nassau Ollin B. Sykes
DIRECTOR DIRECTOR

/s/ HOWARD RUBIN /s/ MARK W. HAHN
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Howard Rubin Mark W. Hahn
DIRECTOR CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)

EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8 OF
C3, INC.