<PAGE>   1
     As filed with the Securities and Exchange Commission on May 15, 2000
                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

<TABLE>
<S>                                                        <C>
                 MARYLAND                                               52-1956677
     (State or other jurisdiction of                       (I.R.S. Employer Identification No.)
      Incorporation or organization)

          5457 TWIN KNOLLS ROAD
            COLUMBIA, MARYLAND                                             21045
 (Address of principal executive offices)                               (Zip Code)
</TABLE>

             SEQUOIA SOFTWARE CORPORATION 2000 STOCK INCENTIVE PLAN
                              (Full title of plans)

<TABLE>
<S>                                                               <C>
    (Name, address and telephone
    number of agent for service)                              (Copy to:)
       RICHARD C. FAINT, JR.                         EDWIN M. MARTIN, JR., ESQUIRE
      CHIEF EXECUTIVE OFFICER                      PIPER MARBURY RUDNICK & WOLFE LLP
    SEQUOIA SOFTWARE CORPORATION                        1200 19TH STREET, N.W.
       5457 TWIN KNOLLS ROAD                            WASHINGTON, D.C. 20036
      COLUMBIA, MARYLAND 21045                              (202) 861-3900
           (410) 715-0206
</TABLE>


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
==================================================================================================================================
                                                                         PROPOSED               PROPOSED
                                                    AMOUNT                MAXIMUM               MAXIMUM               AMOUNT OF
                                                    TO BE                OFFERING              AGGREGATE             REGISTRATION
   TITLE OF SECURITIES TO BE REGISTERED           REGISTERED          PRICE PER UNIT         OFFERING PRICE              FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                  <C>                    <C>                    <C>
Common Stock, $.001 par value                   6,828,775 (1)             $8.00 (2)         $54,630,200 (2)        $14,422.37 (2)
----------------------------------------------------------------------------------------------------------------------------------
                                                2,354,238 (1)             $1.15 (3)          $2,707,374 (3)           $714.75 (3)
----------------------------------------------------------------------------------------------------------------------------------
Total                                           9,183,013 (1)               N/A             $57,337,574            $15,137.12
==================================================================================================================================
</TABLE>

(1)    Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of shares of
Common Stock that may be offered or issued by reason of stock splits, stock
dividends or similar transactions.

(2)    Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457. The proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of the registration fee are
based on the initial public offering price of Sequoia Software Corporation
Common Stock on May 11, 2000 (i.e., $8.00).

(3)    Computed solely for purposes of calculating the registration fee pursuant
to Rule 457(h). The proposed maximum offering price per share, proposed maximum
aggregate offering price, and the amount of the registration fee are based on
the weighted average per share exercise price of the Plan's outstanding options,
the shares issuable under which are registered hereby.

<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be included in this Form S-8 Registration Statement pursuant to
introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

       (a)    Prospectus filed pursuant to Rule 424(b) under the Securities
              Act of 1933 (in connection with Registrant's Registration
              Statement on Form S-1, as amended, filed on February 8, 2000 (File
              No. 333-96421));

       (b)    All other reports filed pursuant to Sections 13(a) or 15(d) of
              the Securities Exchange Act of 1934, as amended, ("Exchange Act")
              since the end of the fiscal year covered by the document referred
              to in (a) above; and

       (c)    Description of Common Stock of the Registrant contained or
              incorporated in the registration statements filed by the
              Registrant under the Exchange Act, including any amendments or
              reports filed for the purpose of updating such description.

       All documents subsequently filed by the Registrant with the Commission
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 have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              As permitted by the Maryland General Corporation Law ("MGCL"),
Article Ninth, Paragraph (i) of the Registrant's Amended and Restated Charter
("Registrant's Charter") provides for indemnification of directors and officers
of the Registrant, as follows:

       To the maximum extent permitted by the General Laws of the State of
       Maryland, as from time to time amended, the Corporation shall indemnify
       its currently acting and its former directors against any and all
       liabilities and expenses incurred in connection with their services in
       such capacities, shall indemnify its currently acting and its former
       officers to the extent that



                                      -2-
<PAGE>   3


       indemnification shall be provided to directors, and shall indemnify its
       employees and agents and persons who serve and have served, at its
       request as a director, officer, partner, trustee, employee or agent of
       another corporation, partnership, joint venture or other enterprise. The
       Corporation shall, also to the same extent, advance expenses to its
       directors, officers and other persons, if any, and may by its by-laws,
       resolution or agreement make further provision for indemnification of
       directors, officers, employees and agents. No amendment or repeal of this
       paragraph, or the adoption of any provision of the Corporation's charter
       inconsistent with this paragraph, shall apply to or affect in any respect
       the indemnification of any director or officer of the Corporation with
       respect to any alleged act or omission which occurred prior to such
       amendment, repeal or adoption.

       Also, the Registrant's By-Laws contain indemnification procedures that
implement the indemnification provisions of the Registrant's Charter. The MGCL
permits a corporation to indemnify its directors and officers, among others,
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceedings to which they may
be a party by reason of their service in those or other capacities, unless it is
established that (a) the act or omission of the director or officer was material
to the matter giving rise to such proceedings and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money, property or
services, or (c) in the case of any criminal proceedings, the director or
officer had reasonable cause to believe that the action or omission was
unlawful.

       As permitted by the MGCL, Article Ninth, Paragraph (h) of the
Registrant's Charter provides for limitation of liability of directors and
officers of the Registrant, as follows:

       To the maximum extent that limitations on the liability of directors and
       officers are permitted by Maryland statutory or decisional law, as from
       time to time amended or interpreted, no director or officer of the
       Corporation shall have any personal liability to the Corporation or its
       stockholders for money damages. This limitation on liability applies to
       events occurring at the time a person serves as a director or officer at
       the time of any proceeding in which liability is asserted. No amendment
       or repeal of this paragraph, or the adoption of any provision of the
       Corporation's charter inconsistent with this paragraph, shall limit or
       eliminate the right to indemnification provided hereunder with respect to
       acts or omissions occurring prior to such amendment or repeal.

       The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that
(i) the person actually received an improper benefit or profit in money,
property or services or (ii) a judgment or other final adjudication is entered
in a proceeding based on a finding that the person's action, or failure to act,
was the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.



                                      -3-
<PAGE>   4


ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER               DESCRIPTION
------               -----------
<S>                  <C>
4.1                  Amended and Restated Charter (incorporated by reference
                     to the exhibits to the Company's Registration Statement
                     on Form S-1 dated February 8, 2000 (File No. 333-96421),
                     as amended)

4.2                  Amended and Restated By-Laws (incorporated by reference to
                     the exhibits to the Company's Registration Statement on
                     Form S-1 dated February 8, 2000 (File No. 333-96421), as
                     amended)

4.3                  2000 Stock Incentive Plan (filed herewith)

5.1                  Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for
                     the Registrant, regarding the legal validity of the shares
                     of Common Stock being registered for issuance under the
                     Plans (filed herewith)

23.1                 Consent of Counsel (contained in Exhibit 5.1)

23.2                 Consent of Ernst & Young LLP, Independent Auditors (filed herewith)

24.1                 Power of Attorney (filed herewith)
</TABLE>

ITEM 9. UNDERTAKINGS.

       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 of 1933;

                     (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 this 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.

       Paragraphs (1)(i) and (1)(ii) above 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 Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

       (2)    That, for the purpose of determining any liability under the
Securities Act of 1933, 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.


                                      -4-
<PAGE>   5


       (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.

       The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 of 1933, as amended,
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 Columbia, State of Maryland, on the 12th day of
May, 2000.

                                         SEQUOIA SOFTWARE CORPORATION



                                         By: /s/ RICHARD C. FAINT, JR.
                                            ------------------------------------
                                            Richard C. Faint, Jr.
                                            Chief Executive Officer and
                                            Chairman of the Board

       Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                                Title                                               Date
---------                                                -----                                               ----
<S>                                       <C>                                                          <C>

/s/ RICHARD C. FAINT, JR.                      Chief Executive Officer and                                May 12, 2000
-----------------------------                      Chairman of the Board
Richard C. Faint, Jr.                         (Principal Executive Officer)


/s/ GREGORY G. HEARD                      Chief Financial Officer, Vice President                         May 12, 2000
-----------------------------                         and Treasurer
Gregory G. Heard                              (Principal Financial Officer)


/s/ MARC E. RUBIN                         Chief Accounting Officer, Vice President                        May 12, 2000
-----------------------------                          and Secretary
Marc E. Rubin                                 (Principal Accounting Officer)
</TABLE>

       A majority of the Board of Directors (Richard C. Faint, Jr., Mark A.
Wesker, William M. Gust, II, Jonathan I. Grabel, Andrew J. Filipowski, Marvin W.
Adams, Lawrence A. Bettino and Richard R. Roscitt).

<TABLE>
<S>            <C>                            <C>
Date:          May 12, 2000                    By: /s/ EDWIN M. MARTIN, JR.
                                                   --------------------------------------------
                                                    Edwin M. Martin, Jr.   Attorney-In-Fact
</TABLE>



                                      -6-
<PAGE>   7


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER               DESCRIPTION
------               -----------
<S>                  <C>
4.1                  Amended and Restated Charter (incorporated by reference
                     to the exhibits to the Company's Registration Statement
                     on Form S-1 dated February 8, 2000 (File No. 333-96421),
                     as amended)

4.2                  Amended and Restated By-Laws (incorporated by reference to
                     the exhibits to the Company's Registration Statement on
                     Form S-1 dated February 8, 2000 (File No. 333-96421), as
                     amended)

4.3                  2000 Stock Incentive Plan (filed herewith)

5.1                  Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for
                     the Registrant, regarding the legal validity of the shares
                     of Common Stock being registered for issuance under the
                     Plans (filed herewith)

23.1                 Consent of Counsel (contained in Exhibit 5.1)

23.2                 Consent of Ernst & Young LLP, Independent Auditors (filed herewith)

24.1                 Power of Attorney (filed herewith)
</TABLE>



                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20173}]
{"company-data": {"conformed-name": "SEQUOIA SOFTWARE CORP", "cik": "0001028442", "assigned-sic": "7372", "irs-number": "521956677", "state-of-incorporation": "MD"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37096", "film-number": "636536"}, "business-address": {"street1": "5457 TWIN KNOLLS RD STE 310", "city": "COLUMBIA", "state": "MD", "zip": "21045", "phone": "4107150208"}}
1
     As filed with the Securities and Exchange Commission on May 15, 2000
                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          SEQUOIA SOFTWARE CORPORATION
             (Exact name of registrant as specified in its charter)
MARYLAND                                               52-1956677
     (State or other jurisdiction of                       (I.R.S. Employer Identification No.)
      Incorporation or organization)

          5457 TWIN KNOLLS ROAD
            COLUMBIA, MARYLAND                                             21045
 (Address of principal executive offices)                               (Zip Code)
SEQUOIA SOFTWARE CORPORATION 2000 STOCK INCENTIVE PLAN
                              (Full title of plans)
(Name, address and telephone
    number of agent for service)                              (Copy to:)
       RICHARD C. FAINT, JR.                         EDWIN M. MARTIN, JR., ESQUIRE
      CHIEF EXECUTIVE OFFICER                      PIPER MARBURY RUDNICK & WOLFE LLP
    SEQUOIA SOFTWARE CORPORATION                        1200 19TH STREET, N.W.
       5457 TWIN KNOLLS ROAD                            WASHINGTON, D.C. 20036
      COLUMBIA, MARYLAND 21045                              (202) 861-3900
           (410) 715-0206
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                         PROPOSED               PROPOSED
                                                    AMOUNT                MAXIMUM               MAXIMUM               AMOUNT OF
                                                    TO BE                OFFERING              AGGREGATE             REGISTRATION
   TITLE OF SECURITIES TO BE REGISTERED           REGISTERED          PRICE PER UNIT         OFFERING PRICE              FEE
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value                   6,828,775 (1)             $8.00 (2)         $54,630,200 (2)        $14,422.37 (2)
----------------------------------------------------------------------------------------------------------------------------------
                                                2,354,238 (1)             $1.15 (3)          $2,707,374 (3)           $714.75 (3)
----------------------------------------------------------------------------------------------------------------------------------
Total                                           9,183,013 (1)               N/A             $57,337,574            $15,137.12
==================================================================================================================================
(1)    Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of shares of
Common Stock that may be offered or issued by reason of stock splits, stock
dividends or similar transactions.

(2)    Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457. The proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of the registration fee are
based on the initial public offering price of Sequoia Software Corporation
Common Stock on May 11, 2000 (i.e., $8.00).

(3)    Computed solely for purposes of calculating the registration fee pursuant
to Rule 457(h). The proposed maximum offering price per share, proposed maximum
aggregate offering price, and the amount of the registration fee are based on
the weighted average per share exercise price of the Plan's outstanding options,
the shares issuable under which are registered hereby.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be included in this Form S-8 Registration Statement pursuant to
introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

       (a)    Prospectus filed pursuant to Rule 424(b) under the Securities
              Act of 1933 (in connection with Registrant's Registration
              Statement on Form S-1, as amended, filed on February 8, 2000 (File
              No. 333-96421));

       (b)    All other reports filed pursuant to Sections 13(a) or 15(d) of
              the Securities Exchange Act of 1934, as amended, ("Exchange Act")
              since the end of the fiscal year covered by the document referred
              to in (a) above; and

       (c)    Description of Common Stock of the Registrant contained or
              incorporated in the registration statements filed by the
              Registrant under the Exchange Act, including any amendments or
              reports filed for the purpose of updating such description.

       All documents subsequently filed by the Registrant with the Commission
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 have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              As permitted by the Maryland General Corporation Law ("MGCL"),
Article Ninth, Paragraph (i) of the Registrant's Amended and Restated Charter
("Registrant's Charter") provides for indemnification of directors and officers
of the Registrant, as follows:

       To the maximum extent permitted by the General Laws of the State of
       Maryland, as from time to time amended, the Corporation shall indemnify
       its currently acting and its former directors against any and all
       liabilities and expenses incurred in connection with their services in
       such capacities, shall indemnify its currently acting and its former
       officers to the extent that

                                      -2-
3

       indemnification shall be provided to directors, and shall indemnify its
       employees and agents and persons who serve and have served, at its
       request as a director, officer, partner, trustee, employee or agent of
       another corporation, partnership, joint venture or other enterprise. The
       Corporation shall, also to the same extent, advance expenses to its
       directors, officers and other persons, if any, and may by its by-laws,
       resolution or agreement make further provision for indemnification of
       directors, officers, employees and agents. No amendment or repeal of this
       paragraph, or the adoption of any provision of the Corporation's charter
       inconsistent with this paragraph, shall apply to or affect in any respect
       the indemnification of any director or officer of the Corporation with
       respect to any alleged act or omission which occurred prior to such
       amendment, repeal or adoption.

       Also, the Registrant's By-Laws contain indemnification procedures that
implement the indemnification provisions of the Registrant's Charter. The MGCL
permits a corporation to indemnify its directors and officers, among others,
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceedings to which they may
be a party by reason of their service in those or other capacities, unless it is
established that (a) the act or omission of the director or officer was material
to the matter giving rise to such proceedings and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money, property or
services, or (c) in the case of any criminal proceedings, the director or
officer had reasonable cause to believe that the action or omission was
unlawful.

       As permitted by the MGCL, Article Ninth, Paragraph (h) of the
Registrant's Charter provides for limitation of liability of directors and
officers of the Registrant, as follows:

       To the maximum extent that limitations on the liability of directors and
       officers are permitted by Maryland statutory or decisional law, as from
       time to time amended or interpreted, no director or officer of the
       Corporation shall have any personal liability to the Corporation or its
       stockholders for money damages. This limitation on liability applies to
       events occurring at the time a person serves as a director or officer at
       the time of any proceeding in which liability is asserted. No amendment
       or repeal of this paragraph, or the adoption of any provision of the
       Corporation's charter inconsistent with this paragraph, shall limit or
       eliminate the right to indemnification provided hereunder with respect to
       acts or omissions occurring prior to such amendment or repeal.

       The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that
(i) the person actually received an improper benefit or profit in money,
property or services or (ii) a judgment or other final adjudication is entered
in a proceeding based on a finding that the person's action, or failure to act,
was the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

                                      -3-
4

ITEM 8. EXHIBITS.
EXHIBIT
NUMBER               DESCRIPTION
------               -----------
4.1                  Amended and Restated Charter (incorporated by reference
                     to the exhibits to the Company's Registration Statement
                     on Form S-1 dated February 8, 2000 (File No. 333-96421),
                     as amended)

4.2                  Amended and Restated By-Laws (incorporated by reference to
                     the exhibits to the Company's Registration Statement on
                     Form S-1 dated February 8, 2000 (File No. 333-96421), as
                     amended)

4.3                  2000 Stock Incentive Plan (filed herewith)

5.1                  Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for
                     the Registrant, regarding the legal validity of the shares
                     of Common Stock being registered for issuance under the
                     Plans (filed herewith)

23.1                 Consent of Counsel (contained in Exhibit 5.1)

23.2                 Consent of Ernst & Young LLP, Independent Auditors (filed herewith)

24.1                 Power of Attorney (filed herewith)
ITEM 9. UNDERTAKINGS.

       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 of 1933;

                     (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 this 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.

       Paragraphs (1)(i) and (1)(ii) above 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 Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

       (2)    That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

                                      -4-
5

       (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.

       The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 of 1933, as amended,
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 Columbia, State of Maryland, on the 12th day of
May, 2000.

                                         SEQUOIA SOFTWARE CORPORATION

                                         By: /s/ RICHARD C. FAINT, JR.
                                            ------------------------------------
                                            Richard C. Faint, Jr.
                                            Chief Executive Officer and
                                            Chairman of the Board

       Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                                Title                                               Date
---------                                                -----                                               ----
/s/ RICHARD C. FAINT, JR.                      Chief Executive Officer and                                May 12, 2000
-----------------------------                      Chairman of the Board
Richard C. Faint, Jr.                         (Principal Executive Officer)

/s/ GREGORY G. HEARD                      Chief Financial Officer, Vice President                         May 12, 2000
-----------------------------                         and Treasurer
Gregory G. Heard                              (Principal Financial Officer)

/s/ MARC E. RUBIN                         Chief Accounting Officer, Vice President                        May 12, 2000
-----------------------------                          and Secretary
Marc E. Rubin                                 (Principal Accounting Officer)
A majority of the Board of Directors (Richard C. Faint, Jr., Mark A.
Wesker, William M. Gust, II, Jonathan I. Grabel, Andrew J. Filipowski, Marvin W.
Adams, Lawrence A. Bettino and Richard R. Roscitt).
Date:          May 12, 2000                    By: /s/ EDWIN M. MARTIN, JR.
                                                   --------------------------------------------
                                                    Edwin M. Martin, Jr.   Attorney-In-Fact
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                                  EXHIBIT INDEX
EXHIBIT
NUMBER               DESCRIPTION
------               -----------
4.1                  Amended and Restated Charter (incorporated by reference
                     to the exhibits to the Company's Registration Statement
                     on Form S-1 dated February 8, 2000 (File No. 333-96421),
                     as amended)

4.2                  Amended and Restated By-Laws (incorporated by reference to
                     the exhibits to the Company's Registration Statement on
                     Form S-1 dated February 8, 2000 (File No. 333-96421), as
                     amended)

4.3                  2000 Stock Incentive Plan (filed herewith)

5.1                  Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for
                     the Registrant, regarding the legal validity of the shares
                     of Common Stock being registered for issuance under the
                     Plans (filed herewith)

23.1                 Consent of Counsel (contained in Exhibit 5.1)

23.2                 Consent of Ernst & Young LLP, Independent Auditors (filed herewith)

24.1                 Power of Attorney (filed herewith)
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