<PAGE>

     As filed with the Securities and Exchange Commission on April 20, 2000
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

            DELAWARE                                      68-0102251
   (State or other jurisdiction                (IRS Employer Identification No.)
 of incorporation or organization)

                              1400 MARINA WAY SOUTH
                           RICHMOND, CALIFORNIA 94804
               (Address of principal executive offices) (Zip Code)

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

                 ROCKPORT TRADE SYSTEMS, INC. STOCK OPTION PLAN
                         (AS ASSUMED BY QRS CORPORATION)
                            (Full title of the Plans)

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

                                  JOHN S. SIMON
                             CHIEF EXECUTIVE OFFICER
                                 QRS CORPORATION
                              1400 MARINA WAY SOUTH
                           RICHMOND, CALIFORNIA 94804
                     (Name and address of agent for service)
                                 (510) 215-5000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================== ===================== ======================== ========================== ==================
                                                                 Proposed Maximum            Proposed Maximum
                                           Amount to be      Offering Price per Share  Aggregate Offering Price      Amount of
Title of Securities to be Registered      Registered(1)                 (2)                         (2)           Registration Fee
--------------------------------------  -------------------- ------------------------ -------------------------- ------------------
<S>                                     <C>                  <C>                      <C>                        <C>
ROCKPORT TRADE SYSTEMS, INC. STOCK
OPTION PLAN (AS ASSUMED BY QRS
CORPORATION)
Common Stock, $0.001 par value              79,790 shares              $8.02                    $639,915.80                $169.00

                                                                                        Aggregate Registration Fee:        $169.00
</TABLE>

(1) This Registration Statement shall also cover any additional shares of the
    Registrant's Common Stock which become issuable under the RockPort Trade
    Systems, Inc. Stock Option Plan (assumed by Registrant) by reason of any
    stock dividend, stock split, recapitalization or other similar transaction
    effected without the Registrant's receipt of consideration which results in
    an increase in the number of the outstanding shares of Registrant's Common
    Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the weighted average
    exercise price per share.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  QRS Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1999 filed with the Commission on March 29, 2000;

         (b)      The Registrant's Current Reports on Form 8-K filed with the
                  Commission on (i) January 28, 2000, and amended on March 27,
                  2000, and (ii) March 24, 2000, respectively; and

         (c)      The Registrant's Registration Statement No. 000-21958 on Form
                  8-A, filed with the SEC on June 18, 1993 pursuant to Section
                  12 of the Securities Exchange Act of 1934, as amended (the
                  "1934 Act") in which the terms, rights and provisions
                  applicable to the Registrant's Common Stock are described.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement 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 purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such 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 (the "Delaware Law") empowers a Delaware corporation to indemnify
any person who is, or is threatened to be made, a party to any threatened,
pending or completed legal action, suit or proceedings, whether civil,
criminal, administrative or investigative (other than action by or in the
right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit
or proceeding, provided that such officer or director acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his or her conduct was illegal. A Delaware
corporation may


                                      II-1
<PAGE>

indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation in the performance of his duty. Where an officer
or director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably incurred.

                  In accordance with the Delaware Law, the Registrant's
certificate of incorporation limits the liability of its directors to the
maximum extent permitted by law. Under Delaware law, the Registrant's
directors will not be personally liable for monetary damages, except for
liability relating to (i) any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) any acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
any unlawful payment of dividends or unlawful stock purchases or redemptions,
as provided in Section 174 of the Delaware General Corporation Law, or (iv)
any transaction from which a director derived an improper personal benefit.

                  The Registrant's Bylaws provide that the Registrant shall
indemnify its directors and may indemnify its other officers and employees
and other agents to the fullest extent permitted by law. The Registrant
believes that indemnification under its Bylaws covers at least negligence and
gross negligence on the part of the indemnified parties. The Registrant's
Bylaws also permit it to obtain insurance on behalf of any officer, director,
employee of other agent for any liability arising out of his or her actions
in such capacity, regardless of whether the Bylaws have the power to
indemnify him or her under the General Corporation Law of Delaware. The
Registrant currently has obtained such insurance on behalf of its directors
and officers.

                  The Registrant has entered into agreements to indemnify its
directors and executive officers, in addition to the indemnification to which
they are entitled under the Registrant's Bylaws. These agreements, among
other things, indemnify the Registrant's directors and executive officers for
certain expenses (including attorneys' fees), judgments, fines and settlement
amounts incurred by any such person in any action or proceeding, including
any action by or in the right of the Registrant arising out of such person's
services as a director or executive officer of the Registrant, any subsidiary
of the Registrant or any other company or enterprise to which the person
provides services at the request of the Registrant.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS

<TABLE>
<CAPTION>

  EXHIBIT NUMBER      EXHIBIT
  --------------      -------
  <S>                 <C>
        4             Instruments Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration Statement No. 000-21958
                      on Form 8-A, as amended, together with the exhibits
                      thereto, which is incorporated herein by reference
                      pursuant to Item 3(c) of this Registration Statement. .

        5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

        23.1          Consent of Deloitte & Touche LLP.

        23.2          Consent of Goldstein Golub Kessler LLP.

        23.3          Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

        24            Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.

        99.1          RockPort Trade Systems, Inc. Stock Option Plan.

        99.2          RockPort Trade Systems, Inc. Form of Non-Qualified Stock
                      Option Agreement

        99.3          RockPort Trade Systems, Inc. Form of Non-Qualified Stock
                      Option Agreement

        99.4          Form of Assumption Agreement.
</TABLE>


                                      II-2
<PAGE>

Item 9.  UNDERTAKINGS

                  A. 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 1933 Act, as amended (the
"1933 Act"), (ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference into this Registration Statement; (2)
that for the purpose of determining any liability under the 1933 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; and (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 RockPort Trade Systems, Inc. Stock Option Plan (as assumed
by Registrant).

                  B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons
of the Registrant pursuant to the indemnification provisions summarized in
Item 6 or otherwise, the Registrant has been advised that, in the opinion of
the Commission, such indemnification is against public policy as expressed in
the 1933 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 1933 Act and will be governed by the final adjudication of
such issue.


                                      II-3
<PAGE>

                                   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 Richmond, State of
California on this 19th day of April, 2000.

                                           QRS CORPORATION


By:   /s/ JOHN S. SIMON
   ----------------------------------
                                           John S. Simon
                                           Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of QRS
Corporation, a Delaware corporation, do hereby constitute and appoint John S.
Simon, Chief Executive Officer and Shawn M. O'Connor, President, Chief
Operating Officer and Interim Chief Financial Officer and each of them, the
lawful attorneys-in-fact and agents with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with
this Registration Statement. Without limiting the generality of the foregoing
power and authority, the powers granted include the power and authority to
sign the names of the undersigned officers and directors in the capacities
indicated below to this Registration Statement, to any and all amendments,
both pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933,
as amended, 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/ JOHN S. SIMON                         Chief Executive Officer and Director (Principal        April 19, 2000
------------------------------------      Executive Officer)
John S. Simon


                                          President, Chief Operating Officer and Interim         April 19, 2000
/s/ SHAWN M. O'CONNOR                     Chief Financial Officer (Principal Financial
----------------------------------------  and Accounting Officer)
Shawn M. O'Connor


                                      II-4
<PAGE>

<CAPTION>

          SIGNATURE                                            TITLE                                  DATE
------------------------------------      -----------------------------------------------       ----------------
<S>                                       <C>                                                   <C>

/s/ PETER R. JOHNSON
------------------------------------      Chairman of the Board of Directors                     April 19, 2000
Peter R. Johnson


/s/ TANIA AMOCHAEV
----------------------------------------  Director                                               April 19, 2000
Tania Amochaev


/s/ STEVEN D. BROOKS
----------------------------------------  Director                                               April 19, 2000
Steven D. Brooks


/s/ DAVID A. COLE
----------------------------------------  Director                                               April 19, 2000
David A. Cole


/s/ JOHN P. DOUGALL
----------------------------------------  Director                                               April 19, 2000
John P. Dougall



----------------------------------------  Director
Philip Schlein


/s/ GAREN K. STAGLIN
----------------------------------------  Director                                               April 19, 2000
Garen K. Staglin


/s/ GARTH SALONER
----------------------------------------  Director                                               April 19, 2000
Garth Saloner
</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

  EXHIBIT NUMBER      EXHIBIT
  --------------      -------
  <S>                 <C>
        4             Instruments Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration Statement No. 000-21958
                      on Form 8-A, as amended, together with the exhibits
                      thereto, which is incorporated herein by reference
                      pursuant to Item 3(c) of this Registration Statement. .
        5             Opinion and consent of Brobeck, Phleger & Harrison LLP.
        23.1          Consent of Deloitte & Touche LLP.
        23.2          Consent of Goldstein Golub Kessler LLP.
        23.3          Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
        24            Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
        99.1          RockPort Trade Systems, Inc. Stock Option Plan.
        99.2          RockPort Trade Systems, Inc. Form of Non-Qualified Stock
                      Option Agreement
        99.3          RockPort Trade Systems, Inc. Form of Non-Qualified Stock
                      Option Agreement
        99.4          Form of Assumption Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21397}]
{"company-data": {"conformed-name": "QRS CORP", "cik": "0000906551", "assigned-sic": "7370", "irs-number": "680102251", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35220", "film-number": "605661"}, "business-address": {"street1": "1400 MARINA WAY SOUTH", "city": "RICHMOND", "state": "CA", "zip": "94804", "phone": "5102155000"}, "mail-address": {"street1": "1400 MARINA WAY SOUTH", "city": "RICHMOND", "state": "CA", "zip": "94804"}, "former-company": {"former-conformed-name": "QUICKRESPONSE SERVICES INC", "date-changed": "19930609"}}
As filed with the Securities and Exchange Commission on April 20, 2000
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

            DELAWARE                                      68-0102251
   (State or other jurisdiction                (IRS Employer Identification No.)
 of incorporation or organization)

                              1400 MARINA WAY SOUTH
                           RICHMOND, CALIFORNIA 94804
               (Address of principal executive offices) (Zip Code)

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

                 ROCKPORT TRADE SYSTEMS, INC. STOCK OPTION PLAN
                         (AS ASSUMED BY QRS CORPORATION)
                            (Full title of the Plans)

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

                                  JOHN S. SIMON
                             CHIEF EXECUTIVE OFFICER
                                 QRS CORPORATION
                              1400 MARINA WAY SOUTH
                           RICHMOND, CALIFORNIA 94804
                     (Name and address of agent for service)
                                 (510) 215-5000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
====================================== ===================== ======================== ========================== ==================
                                                                 Proposed Maximum            Proposed Maximum
                                           Amount to be      Offering Price per Share  Aggregate Offering Price      Amount of
Title of Securities to be Registered      Registered(1)                 (2)                         (2)           Registration Fee
--------------------------------------  -------------------- ------------------------ -------------------------- ------------------
ROCKPORT TRADE SYSTEMS, INC. STOCK
OPTION PLAN (AS ASSUMED BY QRS
CORPORATION)
Common Stock, $0.001 par value              79,790 shares              $8.02                    $639,915.80                $169.00

                                                                                        Aggregate Registration Fee:        $169.00
(1) This Registration Statement shall also cover any additional shares of the
    Registrant's Common Stock which become issuable under the RockPort Trade
    Systems, Inc. Stock Option Plan (assumed by Registrant) by reason of any
    stock dividend, stock split, recapitalization or other similar transaction
    effected without the Registrant's receipt of consideration which results in
    an increase in the number of the outstanding shares of Registrant's Common
    Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the weighted average
    exercise price per share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  QRS Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1999 filed with the Commission on March 29, 2000;

         (b)      The Registrant's Current Reports on Form 8-K filed with the
                  Commission on (i) January 28, 2000, and amended on March 27,
                  2000, and (ii) March 24, 2000, respectively; and

         (c)      The Registrant's Registration Statement No. 000-21958 on Form
                  8-A, filed with the SEC on June 18, 1993 pursuant to Section
                  12 of the Securities Exchange Act of 1934, as amended (the
                  "1934 Act") in which the terms, rights and provisions
                  applicable to the Registrant's Common Stock are described.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement 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 purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such 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 (the "Delaware Law") empowers a Delaware corporation to indemnify
any person who is, or is threatened to be made, a party to any threatened,
pending or completed legal action, suit or proceedings, whether civil,
criminal, administrative or investigative (other than action by or in the
right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit
or proceeding, provided that such officer or director acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his or her conduct was illegal. A Delaware
corporation may

                                      II-1
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation in the performance of his duty. Where an officer
or director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably incurred.

                  In accordance with the Delaware Law, the Registrant's
certificate of incorporation limits the liability of its directors to the
maximum extent permitted by law. Under Delaware law, the Registrant's
directors will not be personally liable for monetary damages, except for
liability relating to (i) any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) any acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
any unlawful payment of dividends or unlawful stock purchases or redemptions,
as provided in Section 174 of the Delaware General Corporation Law, or (iv)
any transaction from which a director derived an improper personal benefit.

                  The Registrant's Bylaws provide that the Registrant shall
indemnify its directors and may indemnify its other officers and employees
and other agents to the fullest extent permitted by law. The Registrant
believes that indemnification under its Bylaws covers at least negligence and
gross negligence on the part of the indemnified parties. The Registrant's
Bylaws also permit it to obtain insurance on behalf of any officer, director,
employee of other agent for any liability arising out of his or her actions
in such capacity, regardless of whether the Bylaws have the power to
indemnify him or her under the General Corporation Law of Delaware. The
Registrant currently has obtained such insurance on behalf of its directors
and officers.

                  The Registrant has entered into agreements to indemnify its
directors and executive officers, in addition to the indemnification to which
they are entitled under the Registrant's Bylaws. These agreements, among
other things, indemnify the Registrant's directors and executive officers for
certain expenses (including attorneys' fees), judgments, fines and settlement
amounts incurred by any such person in any action or proceeding, including
any action by or in the right of the Registrant arising out of such person's
services as a director or executive officer of the Registrant, any subsidiary
of the Registrant or any other company or enterprise to which the person
provides services at the request of the Registrant.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS
EXHIBIT NUMBER      EXHIBIT
  --------------      -------
4             Instruments Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration Statement No. 000-21958
                      on Form 8-A, as amended, together with the exhibits
                      thereto, which is incorporated herein by reference
                      pursuant to Item 3(c) of this Registration Statement. .

        5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

        23.1          Consent of Deloitte & Touche LLP.

        23.2          Consent of Goldstein Golub Kessler LLP.

        23.3          Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

        24            Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.

        99.1          RockPort Trade Systems, Inc. Stock Option Plan.

        99.2          RockPort Trade Systems, Inc. Form of Non-Qualified Stock
                      Option Agreement

        99.3          RockPort Trade Systems, Inc. Form of Non-Qualified Stock
                      Option Agreement

        99.4          Form of Assumption Agreement.
II-2
Item 9.  UNDERTAKINGS

                  A. 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 1933 Act, as amended (the
"1933 Act"), (ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference into this Registration Statement; (2)
that for the purpose of determining any liability under the 1933 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; and (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 RockPort Trade Systems, Inc. Stock Option Plan (as assumed
by Registrant).

                  B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons
of the Registrant pursuant to the indemnification provisions summarized in
Item 6 or otherwise, the Registrant has been advised that, in the opinion of
the Commission, such indemnification is against public policy as expressed in
the 1933 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 1933 Act and will be governed by the final adjudication of
such issue.

                                      II-3
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 Richmond, State of
California on this 19th day of April, 2000.

                                           QRS CORPORATION

By:   /s/ JOHN S. SIMON
   ----------------------------------
                                           John S. Simon
                                           Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of QRS
Corporation, a Delaware corporation, do hereby constitute and appoint John S.
Simon, Chief Executive Officer and Shawn M. O'Connor, President, Chief
Operating Officer and Interim Chief Financial Officer and each of them, the
lawful attorneys-in-fact and agents with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with
this Registration Statement. Without limiting the generality of the foregoing
power and authority, the powers granted include the power and authority to
sign the names of the undersigned officers and directors in the capacities
indicated below to this Registration Statement, to any and all amendments,
both pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all
said attorneys and agents, or any one of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE                                            TITLE                                  DATE
------------------------------------      -----------------------------------------------       ----------------
/s/ JOHN S. SIMON                         Chief Executive Officer and Director (Principal        April 19, 2000
------------------------------------      Executive Officer)
John S. Simon

                                          President, Chief Operating Officer and Interim         April 19, 2000
/s/ SHAWN M. O'CONNOR                     Chief Financial Officer (Principal Financial
----------------------------------------  and Accounting Officer)
Shawn M. O'Connor

                                      II-4
SIGNATURE                                            TITLE                                  DATE
------------------------------------      -----------------------------------------------       ----------------
/s/ PETER R. JOHNSON
------------------------------------      Chairman of the Board of Directors                     April 19, 2000
Peter R. Johnson

/s/ TANIA AMOCHAEV
----------------------------------------  Director                                               April 19, 2000
Tania Amochaev

/s/ STEVEN D. BROOKS
----------------------------------------  Director                                               April 19, 2000
Steven D. Brooks

/s/ DAVID A. COLE
----------------------------------------  Director                                               April 19, 2000
David A. Cole

/s/ JOHN P. DOUGALL
----------------------------------------  Director                                               April 19, 2000
John P. Dougall

----------------------------------------  Director
Philip Schlein

/s/ GAREN K. STAGLIN
----------------------------------------  Director                                               April 19, 2000
Garen K. Staglin

/s/ GARTH SALONER
----------------------------------------  Director                                               April 19, 2000
Garth Saloner
II-5
EXHIBIT INDEX
EXHIBIT NUMBER      EXHIBIT
  --------------      -------
4             Instruments Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration Statement No. 000-21958
                      on Form 8-A, as amended, together with the exhibits
                      thereto, which is incorporated herein by reference
                      pursuant to Item 3(c) of this Registration Statement. .
        5             Opinion and consent of Brobeck, Phleger & Harrison LLP.
        23.1          Consent of Deloitte & Touche LLP.
        23.2          Consent of Goldstein Golub Kessler LLP.
        23.3          Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
        24            Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
        99.1          RockPort Trade Systems, Inc. Stock Option Plan.
        99.2          RockPort Trade Systems, Inc. Form of Non-Qualified Stock
                      Option Agreement
        99.3          RockPort Trade Systems, Inc. Form of Non-Qualified Stock
                      Option Agreement
        99.4          Form of Assumption Agreement.