<PAGE>

     As filed with the Securities and Exchange Commission on March 22, 2000
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

                           GREAT PLAINS SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

                 MINNESOTA                                      45-0374871
       (State or other jurisdiction                          (I.R.S. Employer
     of incorporation or organization)                      Identification No.)

           1701 S.W. 38TH STREET
            FARGO, NORTH DAKOTA                                    58103
 (Address of Principal Executive Offices)                       (Zip Code)

                 FRx SOFTWARE CORPORATION 1996 STOCK OPTION PLAN
         FRx SOFTWARE CORPORATION 1999 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the plan)

                                DOUGLAS J. BURGUM
                           GREAT PLAINS SOFTWARE, INC.
                              1701 S.W. 38TH STREET
                            FARGO, NORTH DAKOTA 58103
                     (Name and address of agent for service)

                                 (701) 281-0550
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================
                                                       Proposed maximum             Proposed
      Title of securities           Amount to be      offering price per        maximum aggregate          Amount of
       to be registered              registered            share (1)           offering price (1)      registration fee
-------------------------------   ----------------    -------------------     ---------------------    -----------------
<S>                               <C>                 <C>                      <C>                     <C>
 Common Stock, $.01 par value          59,654               $10.99                 $655,597.46              $173.07
 FRx Software Corporation 1996
       Stock Option Plan

 Common Stock, $.01 par value         102,713               $28.88                $2,966,351.44             $783.12
 FRx Software Corporation 1999
  Stock Option/Stock Issuance
             Plan
-------------------------------   ----------------    -------------------     ---------------------    -----------------
                                      162,367                 --                   3,621,948.90          Total $ 956.19
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Determined in accordance with Rule 457(h)(1) and (c).

================================================================================

<PAGE>


         The following documents, which have been filed by Great Plains
Software, Inc. (the "Company") with the Securities and Exchange Commission, are
hereby incorporated by reference in this Registration Statement:

         (a)      the Company's Annual Report on Form 10-K for the year ended
                  May 31, 1999;

         (b)      the Company's Quarterly Reports on Form 10-Q for the quarters
                  ended August 31, 1999 and November 30, 1999;

         (c)      the Company's Current Reports on Form 8-K filed January 25,
                  2000 and March 9, 2000 and

         (d)      the description of the Company's capital stock contained in
                  the registration statement on Form 8- A filed by the Company
                  on June 13, 1997, including any amendments or reports filed
                  for the purpose of updating that description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the date hereof and 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 respective
dates of filing of such documents.

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 302A.521 of the Minnesota Statutes provides that a corporation
shall indemnify any person made or threatened to be made a party to a proceeding
by reason of the former or present official capacity of that person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against the person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by that person in connection with the proceeding, if,
with respect to the acts or omissions of that person complained of in the
proceeding, that person (1) has not been indemnified by another organization or
employee benefit plan for the same judgments, penalties or fines; (2) acted in
good faith; (3) received no improper personal benefit and Section 302A.255 (with
respect to director conflicts of interest), if applicable, has been satisfied;
(4) in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (5) in the case of acts or omissions in that person's
official capacity for the corporation, reasonably believed that the conduct was
in the best interests of the corporation, or in the case of acts or omissions in
that person's official capacity for other affiliated organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation. Section 302A.521 also requires payment by a corporation, upon
written request, of reasonable expenses in advance of final disposition of the
proceeding in certain instances. A decision as to required indemnification is
made by a disinterested majority of the Board of Directors present at a meeting
at which a disinterested quorum is present, or by a designated committee of the
Board, by special legal counsel, by the shareholders or by a court.

         Provisions regarding indemnification of officers and directors of the
Company to the extent permitted by Section 302A.521 are contained in the
Company's bylaws.

                                     -2-

<PAGE>

         The Company maintains a standard policy of officers' and directors'
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No securities are to be reoffered or resold pursuant to this
Registration Statement.


ITEM 8.  EXHIBITS.
<TABLE>
<CAPTION>

     Number       Description
     ------       -----------
    <S>          <C>
        5.1       Opinion of Dorsey & Whitney LLP

       23.1       Consent of PricewaterhouseCoopers LLP

       23.2       Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

       24.1       Power of Attorney
</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 the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

                  (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 (1)(i) and (1)(ii) do not apply if
         the registration statement is on Form S- 3, Form S-8 or Form F-3, and
         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 registrant pursuant to section 13 or
         section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the 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.


                                     -3-

<PAGE>

         (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 section 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
Securities Act of 1933 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.


                                       -4-

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fargo, State of North Dakota, on March 21, 2000.

                                       GREAT PLAINS SOFTWARE, INC.

                                       By:        /s/ Douglas J. Burgum
                                          ------------------------------------
                                                    Douglas J. Burgum
                                             CHAIRMAN OF THE BOARD, PRESIDENT
                                                AND CHIEF EXECUTIVE OFFICER

         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 March 21, 2000.

<TABLE>
<CAPTION>

         SIGNATURE                                                          TITLE
         ---------                                                          ------

<S>                                             <C>
 /s/ Douglas J. Burgum                           Chairman of the Board, President and Chief Executive Officer
----------------------------------
Douglas J. Burgum                                (principal executive officer)

 /s/ Tami L. Reller                                                                          Chief Financial Officer
----------------------------------
Tami L. Reller                                   (principal financial officer)

 /s/ David K. Edson                                                                          Controller
----------------------------------
David K. Edson                                   (principal accounting officer)

BRADLEY J. BURGUM*                               Director

FREDERICK W. BURGUM*                             Director

WILLIAM V. CAMPBELL*                             Director

J. A. HEIDI ROIZEN*                              Director

JOSEPH S. TIBBETTS, JR.*                         Director


*By:    /s/ Douglas J. Burgum
     -------------------------------
        Douglas J. Burgum
         ATTORNEY-IN-FACT

</TABLE>

<PAGE>


                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>


Number            Description
------            -----------
<S>              <C>
   5.1            Opinion of Dorsey & Whitney LLP

  23.1            Consent of PricewaterhouseCoopers LLP

  23.2            Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

  24.1            Power of Attorney

</TABLE>

                                       -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15164}]
{"company-data": {"conformed-name": "GREAT PLAINS SOFTWARE INC", "cik": "0000758540", "assigned-sic": "7372", "irs-number": "450374871", "state-of-incorporation": "MN", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32996", "film-number": "575577"}, "business-address": {"street1": "1701 S W 38TH ST", "city": "FARGO", "state": "ND", "zip": "58103", "phone": "7012810550"}, "mail-address": {"street1": "1701 S W 38TH STREET", "city": "FARGO", "state": "ND", "zip": "58103"}}
As filed with the Securities and Exchange Commission on March 22, 2000
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

                           GREAT PLAINS SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

                 MINNESOTA                                      45-0374871
       (State or other jurisdiction                          (I.R.S. Employer
     of incorporation or organization)                      Identification No.)

           1701 S.W. 38TH STREET
            FARGO, NORTH DAKOTA                                    58103
 (Address of Principal Executive Offices)                       (Zip Code)

                 FRx SOFTWARE CORPORATION 1996 STOCK OPTION PLAN
         FRx SOFTWARE CORPORATION 1999 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the plan)

                                DOUGLAS J. BURGUM
                           GREAT PLAINS SOFTWARE, INC.
                              1701 S.W. 38TH STREET
                            FARGO, NORTH DAKOTA 58103
                     (Name and address of agent for service)

                                 (701) 281-0550
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                       Proposed maximum             Proposed
      Title of securities           Amount to be      offering price per        maximum aggregate          Amount of
       to be registered              registered            share (1)           offering price (1)      registration fee
-------------------------------   ----------------    -------------------     ---------------------    -----------------
Common Stock, $.01 par value          59,654               $10.99                 $655,597.46              $173.07
 FRx Software Corporation 1996
       Stock Option Plan

 Common Stock, $.01 par value         102,713               $28.88                $2,966,351.44             $783.12
 FRx Software Corporation 1999
  Stock Option/Stock Issuance
             Plan
-------------------------------   ----------------    -------------------     ---------------------    -----------------
                                      162,367                 --                   3,621,948.90          Total $ 956.19
------------------------------------------------------------------------------------------------------------------------
(1) Determined in accordance with Rule 457(h)(1) and (c).

================================================================================
The following documents, which have been filed by Great Plains
Software, Inc. (the "Company") with the Securities and Exchange Commission, are
hereby incorporated by reference in this Registration Statement:

         (a)      the Company's Annual Report on Form 10-K for the year ended
                  May 31, 1999;

         (b)      the Company's Quarterly Reports on Form 10-Q for the quarters
                  ended August 31, 1999 and November 30, 1999;

         (c)      the Company's Current Reports on Form 8-K filed January 25,
                  2000 and March 9, 2000 and

         (d)      the description of the Company's capital stock contained in
                  the registration statement on Form 8- A filed by the Company
                  on June 13, 1997, including any amendments or reports filed
                  for the purpose of updating that description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the date hereof and 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 respective
dates of filing of such documents.

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 302A.521 of the Minnesota Statutes provides that a corporation
shall indemnify any person made or threatened to be made a party to a proceeding
by reason of the former or present official capacity of that person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against the person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by that person in connection with the proceeding, if,
with respect to the acts or omissions of that person complained of in the
proceeding, that person (1) has not been indemnified by another organization or
employee benefit plan for the same judgments, penalties or fines; (2) acted in
good faith; (3) received no improper personal benefit and Section 302A.255 (with
respect to director conflicts of interest), if applicable, has been satisfied;
(4) in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (5) in the case of acts or omissions in that person's
official capacity for the corporation, reasonably believed that the conduct was
in the best interests of the corporation, or in the case of acts or omissions in
that person's official capacity for other affiliated organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation. Section 302A.521 also requires payment by a corporation, upon
written request, of reasonable expenses in advance of final disposition of the
proceeding in certain instances. A decision as to required indemnification is
made by a disinterested majority of the Board of Directors present at a meeting
at which a disinterested quorum is present, or by a designated committee of the
Board, by special legal counsel, by the shareholders or by a court.

         Provisions regarding indemnification of officers and directors of the
Company to the extent permitted by Section 302A.521 are contained in the
Company's bylaws.

                                     -2-
The Company maintains a standard policy of officers' and directors'
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No securities are to be reoffered or resold pursuant to this
Registration Statement.

ITEM 8.  EXHIBITS.
Number       Description
     ------       -----------
5.1       Opinion of Dorsey & Whitney LLP

       23.1       Consent of PricewaterhouseCoopers LLP

       23.2       Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

       24.1       Power of Attorney
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 the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

                  (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 (1)(i) and (1)(ii) do not apply if
         the registration statement is on Form S- 3, Form S-8 or Form F-3, and
         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 registrant pursuant to section 13 or
         section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the 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.

                                     -3-
(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 section 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
Securities Act of 1933 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.

                                       -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fargo, State of North Dakota, on March 21, 2000.

                                       GREAT PLAINS SOFTWARE, INC.

                                       By:        /s/ Douglas J. Burgum
                                          ------------------------------------
                                                    Douglas J. Burgum
                                             CHAIRMAN OF THE BOARD, PRESIDENT
                                                AND CHIEF EXECUTIVE OFFICER

         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 March 21, 2000.
SIGNATURE                                                          TITLE
         ---------                                                          ------
/s/ Douglas J. Burgum                           Chairman of the Board, President and Chief Executive Officer
----------------------------------
Douglas J. Burgum                                (principal executive officer)

 /s/ Tami L. Reller                                                                          Chief Financial Officer
----------------------------------
Tami L. Reller                                   (principal financial officer)

 /s/ David K. Edson                                                                          Controller
----------------------------------
David K. Edson                                   (principal accounting officer)

BRADLEY J. BURGUM*                               Director

FREDERICK W. BURGUM*                             Director

WILLIAM V. CAMPBELL*                             Director

J. A. HEIDI ROIZEN*                              Director

JOSEPH S. TIBBETTS, JR.*                         Director

*By:    /s/ Douglas J. Burgum
     -------------------------------
        Douglas J. Burgum
         ATTORNEY-IN-FACT
EXHIBIT INDEX
                                  -------------
Number            Description
------            -----------
5.1            Opinion of Dorsey & Whitney LLP

  23.1            Consent of PricewaterhouseCoopers LLP

  23.2            Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

  24.1            Power of Attorney
-6-