<PAGE>   1
     As filed with the Securities and Exchange Commission on January 12, 1999
                                                   Registration No. 333-________

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

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              ECLIPSYS CORPORATION
             (Exact name of registrant as specified in its charter)

             DELAWARE                                        06-0632092
  (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                       Identification Number)

   777 EAST ATLANTIC AVENUE, SUITE 200, DELRAY BEACH, FLORIDA          33483
           (Address of Principal Executive Offices)                  (Zip Code)

                      1996 EMPLOYEE STOCK PURCHASE PLAN OF
                            TRANSITION SYSTEMS, INC.
                                       AND
                     AMENDED AND RESTATED 1995 INCENTIVE AND
                         NON-STATUTORY STOCK OPTION PLAN
                           OF TRANSITION SYSTEMS, INC.
                            (Full title of the Plans)

                                HARVEY J. WILSON
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                              ECLIPSYS CORPORATION
                            777 EAST ATLANTIC AVENUE
                                    SUITE 200
                           DELRAY BEACH, FLORIDA 33483
                     (Name and address of agent for service)

                                 (561) 243-1440
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                Number of          Proposed maximum      Proposed maximum        Amount of
  Title of securities           Shares to           offering price      aggregate offering      registration
    to be registered        be Registered (1)          per share               price                 fee
--------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>
   Common Stock $.01            1,807,096               $ 29.00(2)         $52,405,784             $14,569
       par value
==============================================================================================================
</TABLE>


<PAGE>   2


(1)    Consists of shares issuable under the 1996 Employee Stock Purchase Plan
       and the Amended and Restated 1995 Incentive and Non-Statutory Stock 
       Option Plan of Transition Systems, Inc., a Massachusetts corporation 
       ("TSI"), which plans were assumed by Eclipsys Corporation pursuant to 
       that certain Agreement and Plan of Merger, dated October 29, 1998, by 
       and among Eclipsys Corporation, TSI, and Exercise Acquisition 
       Corporation, a Massachusetts Corporation and a wholly owned subsidiary 
       of Eclipsys Corporation.

(2)    Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low sale prices of the
       Registrant's Common Stock on the Nasdaq National Market on January 5,
       1999 in accordance with Rules 457(c) and 457(h) of the Securities Act of
       1933, as amended.

       PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

              The information required by Part I is included in documents sent
       or given to participants in the 1996 Employee Stock Purchase Plan of TSI
       and the Amended and Restated 1995 Employee Stock Purchase Plan of TSI,
       pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended
       (the "Securities Act").

       PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

              Item 3. Incorporation of Documents by Reference.

              Eclipsys Corporation (the "Registrant") is subject to the
       informational and reporting requirements of Sections 13(a), 14 and 15(d)
       of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
       and in accordance therewith files reports, proxy statements and other
       information with the Securities and Exchange Commission. The following
       documents, which are on file with the Securities and Exchange Commission,
       are incorporated in this Registration Statement by reference:

                     (a)   The Registrant's latest annual report filed pursuant
       to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
       filed pursuant to Rule 424(b) under the Securities Act, that contains
       audited financial statements for the Registrant's latest fiscal year for
       which such statements have been filed.

                     (b)   All other reports filed pursuant to Section 13(a) or
       15(d) of the Exchange Act since the end of the fiscal year covered by the
       document referred to in (a) above.

                     (c)   The description of the common stock of the
       Registrant, $.01 par value per share (the "Common Stock"), which is
       contained in a registration statement filed under the Exchange Act,
       including any amendment or report filed for the purpose of updating such
       description.

              All documents subsequently filed by the Registrant 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 shares
       offered hereby have been sold or which deregisters all shares then
       remaining unsold, shall be deemed to be incorporated in this Registration
       Statement by reference and to be a part hereof from the date of 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 the purposes of this Registration Statement to
       the extent a statement contained


                                        2
<PAGE>   3


       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 statement so modified or superseded shall not be deemed,
       except as so modified or superseded, to constitute a part of this
       Registration Statement.

              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 145 of the General Corporation Law of the State of
       Delaware provides that a corporation has the power to indemnify a
       director, officer, employee or agent of the corporation and certain other
       persons serving at the request of the corporation in related capacities
       against amounts paid and expenses incurred in connection with an action
       or proceeding to which he is or is threatened to be made a party by
       reason of such position, if such person shall have acted in good faith
       and in a manner he reasonably believed to be in or not opposed to the
       best interests of the corporation, and, in any criminal proceeding, if
       such person had no reasonable cause to believe his conduct was unlawful;
       provided that, in the case of actions brought by or in the right of the
       corporation, no indemnification shall be made with respect to any matter
       as to which such person shall have been adjudged to be liable to the
       corporation unless and only to the extent that the adjudicating court
       determines that such indemnification is proper under the circumstances.

              Article EIGHTH of the Registrant's Third Amended and Restated
       Certificate of Incorporation (the "Certificate of Incorporation")
       provides that no director of the Registrant shall be personally liable to
       the Registrant or its stockholders for monetary damages for any breach of
       fiduciary duty as a director, except to the extent that the Delaware
       General Corporation Law prohibits the elimination or limitation of
       liability of directors for breaches of fiduciary duty.

              Article NINTH of the Certificate of Incorporation provides that a
       director or officer of the Registrant (a) shall be indemnified by the
       Registrant against all expenses (including attorneys' fees), judgments,
       fines and amounts paid in settlement incurred in connection with any
       litigation or other legal proceeding (other than an action by or in the
       right of the Registrant) brought, or threatened to be brought, against
       him by virtue of his position as, or agreement to become, a director or
       officer of the Registrant or by virtue of his serving, or agreeing to
       serve, at the request of the Registrant, as a director, officer, or
       trustee of, or in a similar capacity with, a corporation, trust or other
       enterprise, if he acted in good faith and in a manner he reasonably
       believed to be in, or not opposed to, the best interests of the
       Registrant, and, with respect to any criminal action or proceeding, had
       no reasonable cause to believe his conduct was unlawful and (b) shall be
       indemnified by the Registrant against all expenses (including attorneys'
       fees) and amounts paid in settlement incurred in connection with any
       action by or in the right of the Registrant brought, or threatened to be
       brought, against him by virtue of his position as, or


                                        3
<PAGE>   4


       agreement to become, a director or officer of the Registrant or by virtue
       of his serving, or agreeing to serve, at the request of the Registrant,
       as a director, officer, or trustee of, or in a similar capacity with, a
       corporation, trust or other enterprise, if he acted in good faith and in
       a manner he reasonably believed to be in, or not opposed to, the best
       interests of the Registrant, except that no indemnification shall be made
       with respect to any matter as to which such person shall have been
       adjudged to be liable to the Registrant, unless a court determines that,
       despite such adjudication but in view of all of the circumstances, he is
       entitled to indemnification of such expenses. Notwithstanding the
       foregoing, to the extent that a director or officer has been successful,
       on the merits or otherwise, including, without limitation, the dismissal
       of an action without prejudice, he is required to be indemnified by the
       Registrant against all expenses (including attorneys' fees) incurred in
       connection therewith. Expenses shall be advanced to a director or officer
       at his request, provided that he undertakes to repay the amount advanced
       if it is ultimately determined that he is not entitled to indemnification
       for such expenses.

              The Registrant is required to provide the indemnification
       described herein unless the officer or director has not met the
       applicable standard of conduct required for indemnification. Whether the
       applicable standard of conduct has been met shall be determined in each
       instance by (a) a majority vote of the directors of the Registrant
       consisting of persons who are not at that time parties to the action,
       suit or proceeding in question ("disinterested directors"), whether or
       not a quorum, (b) a majority vote of a committee of disinterested
       directors designated by majority vote of disinterested directors, whether
       or not a quorum, (c) a majority vote of a quorum of the outstanding
       shares of stock of all classes entitled to vote for directors, voting as
       a single class, which quorum shall consist of stockholders who are not at
       that time parties to the action, suit or proceeding in question, (d)
       independent legal counsel (who may, to the extent permitted by law, be
       regular legal counsel to the Registrant), or (e) a court of competent
       jurisdiction. In the event of a determination that the director or
       officer did not meet the applicable standard of conduct required for
       indemnification, or if the Registrant fails to make a disposition within
       60 days after written request for indemnification or advancement of
       expenses to the Registrant is made by such person, such person is
       permitted to petition the court to make an independent determination as
       to whether such person is entitled to indemnification. As a condition
       precedent to the right of indemnification, the director or officer must
       give the Registrant notice of the action for which indemnity is sought
       and the Registrant has the right to participate in such action or assume
       the defense thereof.

              Article NINTH of the Certificate of Incorporation further provides
       that the indemnification provided therein is not exclusive, and provides
       that in the event that the Delaware General Corporation Law is amended to
       expand the indemnification permitted to directors or officers, the
       Registrant must indemnify those persons to the fullest extent permitted
       by such law as so amended.

              Item 7. Exemption from Registration Claimed.

              Not applicable.


                                        4
<PAGE>   5


              Item 8. Exhibits.

              The Exhibit Index immediately preceding the exhibits is attached
       hereto and incorporated herein by reference.

              Item 9. Undertakings.

              1.     The Registrant hereby undertakes:

                     (a)   To file, during any period in which offers or sales
       are being made, a post-effective amendment to this Registration Statement
       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.

                     (b)   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.

                     (c)   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.

              2.     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.

              3.     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 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 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 Act and will be governed by the final adjudication of
       such issue.


                                        5
<PAGE>   6


                                   SIGNATURES

              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 Delray Beach, Florida on the 12th day of
       January, 1999.

                                             ECLIPSYS CORPORATION

                                             By:    /s/ ROBERT J. VANARIA
                                                    ------------------------
                                                    Robert J. Vanaria
                                                    Senior Vice President
                                                     and Chief Financial Officer








                                        6
<PAGE>   7


                                POWER OF ATTORNEY

              We, the undersigned officers and directors of Eclipsys
       Corporation, hereby severally constitute Harvey J. Wilson and Robert J.
       Vanaria, 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 subsequent amendments to said Registration
       Statement, and generally to do all such things in our names and behalf in
       our capacities as officers and directors to enable Eclipsys Corporation
       to comply with all requirements of the Securities and Exchange
       Commission, hereby ratifying and confirming our signatures as they may be
       signed by said attorneys, or any of them, to said Registration Statement
       and any and all amendments thereto.

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

<TABLE>
<CAPTION>
       Signature                                       Title                                                 Date
       ---------                                       -----                                                 ----
<S>                                                 <C>                                               <C>
       /s/ HARVEY J. WILSON                                                                                       
       --------------------------------------       Chief Executive Officer and                       January 12, 1999
       Harvey J. Wilson                             President (Principal
                                                    Executive Officer)
       /s/ ROBERT J. VANARIA
       --------------------------------------       Senior Vice President,                            January 12, 1999
       Robert J. Vanaria                            Administration and Chief
                                                    Financial Officer (Principal
                                                    Financial and Accounting Officer)

       --------------------------------------       Director                                          _______________
       Steven A. Denning

       /s/ G. FRED DIBONA
       --------------------------------------       Director                                          January 12, 1999
       G. Fred DiBona

       /s/ EUGENE FIFE
       --------------------------------------       Director                                          January 12, 1999 
       Eugene Fife

                           
       --------------------------------------       Director                                          _______________    
       William E. Ford 

       /s/ JAY B. PIEPER
       --------------------------------------       Director                                          January 12, 1999 
       Jay B. Pieper

       --------------------------------------       Director                                          _______________
       Richard D. Severns
</TABLE>


                                        7
<PAGE>   8


<TABLE>
<S>                                                 <C>                                               <C>
       /s/ ROBERT F. RACO
       --------------------------------------       Director                                          January 12, 1999 
       Robert F. Raco

       /s/ PATRICK T. HACKETT
       --------------------------------------       Director                                          January 12, 1999
       Patrick T. Hackett
</TABLE>










                                        8
<PAGE>   9


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number      Description
------      -----------
<S>         <C>
4.1*        Third Amended and Restated Certificate of Incorporation of the Registrant.

4.2*        Amended and Restated By-Laws of the Registrant.

5.1         Opinion of Hale and Dorr LLP.

23.1        Consent of Hale and Dorr LLP (included in Exhibit 5.1).

23.2        Consent of PricewaterhouseCoopers LLP.

23.3        Consent of PricewaterhouseCoopers LLP.

23.4        Consent of KPMG Peat Marwick LLP

23.5        Consent of PricewaterhouseCoopers LLP.

23.6        Consent of Ernst & Young LLP

24.1        Power of Attorney (included on the signature page of this Registration
            Statement).
</TABLE>

*    Incorporated by reference herein from Exhibits to the Registrant's
     Registration Statement on Form S-1 (File No. 333-50781) as declared
     effective by the Commission on August 6, 1998.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23147}]
{"company-data": {"conformed-name": "ECLIPSYS CORP", "cik": "0001034088", "assigned-sic": "7373", "irs-number": "650632092", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70439", "film-number": "99504754"}, "business-address": {"street1": "777 EAST ATLANTIC AVE STE 200", "city": "DELRAY BEACH", "state": "FL", "zip": "33483", "phone": "5612431440"}, "mail-address": {"street1": "777 EAST ATLANTIC AVE SUITE 200", "city": "DELRAY BEACH", "state": "FL", "zip": "33483"}}
1
     As filed with the Securities and Exchange Commission on January 12, 1999
                                                   Registration No. 333-________

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

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              ECLIPSYS CORPORATION
             (Exact name of registrant as specified in its charter)

             DELAWARE                                        06-0632092
  (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                       Identification Number)

   777 EAST ATLANTIC AVENUE, SUITE 200, DELRAY BEACH, FLORIDA          33483
           (Address of Principal Executive Offices)                  (Zip Code)

                      1996 EMPLOYEE STOCK PURCHASE PLAN OF
                            TRANSITION SYSTEMS, INC.
                                       AND
                     AMENDED AND RESTATED 1995 INCENTIVE AND
                         NON-STATUTORY STOCK OPTION PLAN
                           OF TRANSITION SYSTEMS, INC.
                            (Full title of the Plans)

                                HARVEY J. WILSON
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                              ECLIPSYS CORPORATION
                            777 EAST ATLANTIC AVENUE
                                    SUITE 200
                           DELRAY BEACH, FLORIDA 33483
                     (Name and address of agent for service)

                                 (561) 243-1440
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                Number of          Proposed maximum      Proposed maximum        Amount of
  Title of securities           Shares to           offering price      aggregate offering      registration
    to be registered        be Registered (1)          per share               price                 fee
--------------------------------------------------------------------------------------------------------------
Common Stock $.01            1,807,096               $ 29.00(2)         $52,405,784             $14,569
       par value
==============================================================================================================
2

(1)    Consists of shares issuable under the 1996 Employee Stock Purchase Plan
       and the Amended and Restated 1995 Incentive and Non-Statutory Stock 
       Option Plan of Transition Systems, Inc., a Massachusetts corporation 
       ("TSI"), which plans were assumed by Eclipsys Corporation pursuant to 
       that certain Agreement and Plan of Merger, dated October 29, 1998, by 
       and among Eclipsys Corporation, TSI, and Exercise Acquisition 
       Corporation, a Massachusetts Corporation and a wholly owned subsidiary 
       of Eclipsys Corporation.

(2)    Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low sale prices of the
       Registrant's Common Stock on the Nasdaq National Market on January 5,
       1999 in accordance with Rules 457(c) and 457(h) of the Securities Act of
       1933, as amended.

       PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

              The information required by Part I is included in documents sent
       or given to participants in the 1996 Employee Stock Purchase Plan of TSI
       and the Amended and Restated 1995 Employee Stock Purchase Plan of TSI,
       pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended
       (the "Securities Act").

       PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

              Item 3. Incorporation of Documents by Reference.

              Eclipsys Corporation (the "Registrant") is subject to the
       informational and reporting requirements of Sections 13(a), 14 and 15(d)
       of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
       and in accordance therewith files reports, proxy statements and other
       information with the Securities and Exchange Commission. The following
       documents, which are on file with the Securities and Exchange Commission,
       are incorporated in this Registration Statement by reference:

                     (a)   The Registrant's latest annual report filed pursuant
       to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
       filed pursuant to Rule 424(b) under the Securities Act, that contains
       audited financial statements for the Registrant's latest fiscal year for
       which such statements have been filed.

                     (b)   All other reports filed pursuant to Section 13(a) or
       15(d) of the Exchange Act since the end of the fiscal year covered by the
       document referred to in (a) above.

                     (c)   The description of the common stock of the
       Registrant, $.01 par value per share (the "Common Stock"), which is
       contained in a registration statement filed under the Exchange Act,
       including any amendment or report filed for the purpose of updating such
       description.

              All documents subsequently filed by the Registrant 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 shares
       offered hereby have been sold or which deregisters all shares then
       remaining unsold, shall be deemed to be incorporated in this Registration
       Statement by reference and to be a part hereof from the date of 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 the purposes of this Registration Statement to
       the extent a statement contained

                                        2
3

       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 statement so modified or superseded shall not be deemed,
       except as so modified or superseded, to constitute a part of this
       Registration Statement.

              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 145 of the General Corporation Law of the State of
       Delaware provides that a corporation has the power to indemnify a
       director, officer, employee or agent of the corporation and certain other
       persons serving at the request of the corporation in related capacities
       against amounts paid and expenses incurred in connection with an action
       or proceeding to which he is or is threatened to be made a party by
       reason of such position, if such person shall have acted in good faith
       and in a manner he reasonably believed to be in or not opposed to the
       best interests of the corporation, and, in any criminal proceeding, if
       such person had no reasonable cause to believe his conduct was unlawful;
       provided that, in the case of actions brought by or in the right of the
       corporation, no indemnification shall be made with respect to any matter
       as to which such person shall have been adjudged to be liable to the
       corporation unless and only to the extent that the adjudicating court
       determines that such indemnification is proper under the circumstances.

              Article EIGHTH of the Registrant's Third Amended and Restated
       Certificate of Incorporation (the "Certificate of Incorporation")
       provides that no director of the Registrant shall be personally liable to
       the Registrant or its stockholders for monetary damages for any breach of
       fiduciary duty as a director, except to the extent that the Delaware
       General Corporation Law prohibits the elimination or limitation of
       liability of directors for breaches of fiduciary duty.

              Article NINTH of the Certificate of Incorporation provides that a
       director or officer of the Registrant (a) shall be indemnified by the
       Registrant against all expenses (including attorneys' fees), judgments,
       fines and amounts paid in settlement incurred in connection with any
       litigation or other legal proceeding (other than an action by or in the
       right of the Registrant) brought, or threatened to be brought, against
       him by virtue of his position as, or agreement to become, a director or
       officer of the Registrant or by virtue of his serving, or agreeing to
       serve, at the request of the Registrant, as a director, officer, or
       trustee of, or in a similar capacity with, a corporation, trust or other
       enterprise, if he acted in good faith and in a manner he reasonably
       believed to be in, or not opposed to, the best interests of the
       Registrant, and, with respect to any criminal action or proceeding, had
       no reasonable cause to believe his conduct was unlawful and (b) shall be
       indemnified by the Registrant against all expenses (including attorneys'
       fees) and amounts paid in settlement incurred in connection with any
       action by or in the right of the Registrant brought, or threatened to be
       brought, against him by virtue of his position as, or

                                        3
4

       agreement to become, a director or officer of the Registrant or by virtue
       of his serving, or agreeing to serve, at the request of the Registrant,
       as a director, officer, or trustee of, or in a similar capacity with, a
       corporation, trust or other enterprise, if he acted in good faith and in
       a manner he reasonably believed to be in, or not opposed to, the best
       interests of the Registrant, except that no indemnification shall be made
       with respect to any matter as to which such person shall have been
       adjudged to be liable to the Registrant, unless a court determines that,
       despite such adjudication but in view of all of the circumstances, he is
       entitled to indemnification of such expenses. Notwithstanding the
       foregoing, to the extent that a director or officer has been successful,
       on the merits or otherwise, including, without limitation, the dismissal
       of an action without prejudice, he is required to be indemnified by the
       Registrant against all expenses (including attorneys' fees) incurred in
       connection therewith. Expenses shall be advanced to a director or officer
       at his request, provided that he undertakes to repay the amount advanced
       if it is ultimately determined that he is not entitled to indemnification
       for such expenses.

              The Registrant is required to provide the indemnification
       described herein unless the officer or director has not met the
       applicable standard of conduct required for indemnification. Whether the
       applicable standard of conduct has been met shall be determined in each
       instance by (a) a majority vote of the directors of the Registrant
       consisting of persons who are not at that time parties to the action,
       suit or proceeding in question ("disinterested directors"), whether or
       not a quorum, (b) a majority vote of a committee of disinterested
       directors designated by majority vote of disinterested directors, whether
       or not a quorum, (c) a majority vote of a quorum of the outstanding
       shares of stock of all classes entitled to vote for directors, voting as
       a single class, which quorum shall consist of stockholders who are not at
       that time parties to the action, suit or proceeding in question, (d)
       independent legal counsel (who may, to the extent permitted by law, be
       regular legal counsel to the Registrant), or (e) a court of competent
       jurisdiction. In the event of a determination that the director or
       officer did not meet the applicable standard of conduct required for
       indemnification, or if the Registrant fails to make a disposition within
       60 days after written request for indemnification or advancement of
       expenses to the Registrant is made by such person, such person is
       permitted to petition the court to make an independent determination as
       to whether such person is entitled to indemnification. As a condition
       precedent to the right of indemnification, the director or officer must
       give the Registrant notice of the action for which indemnity is sought
       and the Registrant has the right to participate in such action or assume
       the defense thereof.

              Article NINTH of the Certificate of Incorporation further provides
       that the indemnification provided therein is not exclusive, and provides
       that in the event that the Delaware General Corporation Law is amended to
       expand the indemnification permitted to directors or officers, the
       Registrant must indemnify those persons to the fullest extent permitted
       by such law as so amended.

              Item 7. Exemption from Registration Claimed.

              Not applicable.

                                        4
5

              Item 8. Exhibits.

              The Exhibit Index immediately preceding the exhibits is attached
       hereto and incorporated herein by reference.

              Item 9. Undertakings.

              1.     The Registrant hereby undertakes:

                     (a)   To file, during any period in which offers or sales
       are being made, a post-effective amendment to this Registration Statement
       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.

                     (b)   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.

                     (c)   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.

              2.     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.

              3.     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 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 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 Act and will be governed by the final adjudication of
       such issue.

                                        5
6

                                   SIGNATURES

              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 Delray Beach, Florida on the 12th day of
       January, 1999.

                                             ECLIPSYS CORPORATION

                                             By:    /s/ ROBERT J. VANARIA
                                                    ------------------------
                                                    Robert J. Vanaria
                                                    Senior Vice President
                                                     and Chief Financial Officer

                                        6
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                                POWER OF ATTORNEY

              We, the undersigned officers and directors of Eclipsys
       Corporation, hereby severally constitute Harvey J. Wilson and Robert J.
       Vanaria, 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 subsequent amendments to said Registration
       Statement, and generally to do all such things in our names and behalf in
       our capacities as officers and directors to enable Eclipsys Corporation
       to comply with all requirements of the Securities and Exchange
       Commission, hereby ratifying and confirming our signatures as they may be
       signed by said attorneys, or any of them, to said Registration Statement
       and any and all amendments thereto.

              Pursuant to the requirements of the Securities Act, this
       Registration Statement has been signed below by the following persons in
       the capacities and on the dates indicated.
Signature                                       Title                                                 Date
       ---------                                       -----                                                 ----
/s/ HARVEY J. WILSON                                                                                       
       --------------------------------------       Chief Executive Officer and                       January 12, 1999
       Harvey J. Wilson                             President (Principal
                                                    Executive Officer)
       /s/ ROBERT J. VANARIA
       --------------------------------------       Senior Vice President,                            January 12, 1999
       Robert J. Vanaria                            Administration and Chief
                                                    Financial Officer (Principal
                                                    Financial and Accounting Officer)

       --------------------------------------       Director                                          _______________
       Steven A. Denning

       /s/ G. FRED DIBONA
       --------------------------------------       Director                                          January 12, 1999
       G. Fred DiBona

       /s/ EUGENE FIFE
       --------------------------------------       Director                                          January 12, 1999 
       Eugene Fife

                           
       --------------------------------------       Director                                          _______________    
       William E. Ford 

       /s/ JAY B. PIEPER
       --------------------------------------       Director                                          January 12, 1999 
       Jay B. Pieper

       --------------------------------------       Director                                          _______________
       Richard D. Severns
7
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/s/ ROBERT F. RACO
       --------------------------------------       Director                                          January 12, 1999 
       Robert F. Raco

       /s/ PATRICK T. HACKETT
       --------------------------------------       Director                                          January 12, 1999
       Patrick T. Hackett
8
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                                  EXHIBIT INDEX
Exhibit
Number      Description
------      -----------
4.1*        Third Amended and Restated Certificate of Incorporation of the Registrant.

4.2*        Amended and Restated By-Laws of the Registrant.

5.1         Opinion of Hale and Dorr LLP.

23.1        Consent of Hale and Dorr LLP (included in Exhibit 5.1).

23.2        Consent of PricewaterhouseCoopers LLP.

23.3        Consent of PricewaterhouseCoopers LLP.

23.4        Consent of KPMG Peat Marwick LLP

23.5        Consent of PricewaterhouseCoopers LLP.

23.6        Consent of Ernst & Young LLP

24.1        Power of Attorney (included on the signature page of this Registration
            Statement).
*    Incorporated by reference herein from Exhibits to the Registrant's
     Registration Statement on Form S-1 (File No. 333-50781) as declared
     effective by the Commission on August 6, 1998.