<PAGE>

     As filed with the Securities and Exchange Commission on May 31, 2000
                                                      Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   ----------
                            WIND RIVER SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
                                   ----------

         DELAWARE                                      94-2873391
 (State of Incorporation)                 (I.R.S. Employer Identification  No.)

                                   ----------
                               500 WIND RIVER WAY
                            ALAMEDA, CALIFORNIA 94501
                                 (510) 748-4100
                    (Address of principal executive offices)
                                   ----------
                   AUDESI TECHNOLOGIES INC. STOCK OPTION PLAN
                            (Full title of the plans)

                                   ----------
                                RICHARD W. KRABER
                             CHIEF FINANCIAL OFFICER
                            WIND RIVER SYSTEMS, INC.
                               500 WIND RIVER WAY
                            ALAMEDA, CALIFORNIA 94501
                                 (510) 748-4100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   ----------
                                   Copies to:
                               ANDREA VACHSS, ESQ.
                               COOLEY GODWARD LLP
                               5 PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                           PALO ALTO, CALIFORNIA 94306
                                 (650) 843-5000

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
TITLE OF SECURITIES   AMOUNT TO BE   PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM          AMOUNT OF REGISTRATION
  TO BE REGISTERED     REGISTERED       PRICE PER SHARE (1)      AGGREGATE OFFERING PRICE(1)           FEE
----------------------------------------------------------------------------------------------------------------------
<S>                   <C>            <C>                         <C>                           <C>
Stock Options and
Common Stock
(par value $.001)        119,488           $1.46 - $38.31                  $670,046                    $177
======================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(c) and (h)(1) under the
         Securities Act of 1933, as amended (the "Act"). The offering price per
         share and aggregate offering price are based upon the weighted average
         exercise price for shares subject to outstanding options granted under
         the AudeSi Technologies Inc. Stock Option Plan.
===============================================================================

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Wind River Systems, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2000 as amended by Forms 10-K/A filed May 26, 2000 and May 30, 2000;

         (b) The description of the Company's Common Stock set forth in its
     Registration Statement on Form 8-A filed with the Commission on March 12,
     1993 as amended through the date hereof.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act"). The Company's By-laws also
provide that the Company will indemnify its directors and executive officers,
and may indemnify its other officers, employees and other agents, to the fullest
extent not prohibited by Delaware law.

         The Company's Restated Certificate of Incorporation (the "Restated
Certificate") provides that the liability of its directors for monetary
damages shall be eliminated to the fullest extent permissible under Delaware
law. Pursuant to Delaware law, this includes elimination of liability for
monetary damages for breach of the directors' fiduciary duty of care to the
Company and its stockholders. These provisions do not eliminate the
directors' duty of care and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain
available under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Company, for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for any transaction from which the
director derived an improper personal benefit, and for payment of dividends
or approval of stock repurchases or redemptions that are unlawful under
Delaware law. The provision also does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.

         The Company has been authorized by the Board to enter into agreements
with its directors and officers that require the Company to indemnify such
persons to the fullest extent authorized or permitted by the provisions of the
Restated Certificate and Delaware law against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred (including
expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director, officer, employee or other agent
of the Company or any of its affiliated enterprises. Delaware law permits such
indemnification provided such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interest of the
Company and, with respect to any criminal proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The indemnification agreements also set
forth certain procedures that will apply in the event of a claim for
indemnification thereunder.

         At present, there is no pending litigation or proceeding involving a
director or officer of the Company as to which indemnification is being sought
nor is the Company aware of any threatened litigation that may result in claims
for indemnification by any officer or director.

<PAGE>

                                    EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER

<S>           <C>
 5.1          Opinion of Cooley Godward LLP

23.1          Consent of PricewaterhouseCoopers LLP, Independent Accountants

23.2          Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
              Registration Statement

24.1          Power of Attorney is contained on the signature page

99.1          AudeSi Technologies Inc. Stock Option Plan
</TABLE>


                                  UNDERTAKINGS

1.   The undersigned registrant hereby undertakes:

     (a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

         (i) To include any prospectus required by section 10(a)(3) of the
Securities Act;

        (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
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) (Section 230.424(b) of this
chapter) 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.

       (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

       PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the issuer
     pursuant to section 13 or section 15(d) of the Exchange Act that are
     incorporated by reference herein.

     (b)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          herein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

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

<PAGE>

     section 15(d) of the Exchange Act) that is incorporated by reference in
     the Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered herein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

3.   Insofar as indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers and controlling persons of
     the registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other
     than the payment by the registrant of expenses incurred or paid by a
     director, officer or controlling person of the registrant in the
     successful defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection with the
     securities being registered, the registrant will, unless in the opinion
     of its counsel the matter has been settled by controlling precedent,
     submit to a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the
     Securities Act and will be governed by the final adjudication of such
     issue.

<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 Alameda, State of California, on May 30, 2000.

                                 WIND RIVER SYSTEMS, INC.

                                 By: /s/ Richard W. Kraber
                                     --------------------------------
                                     Richard W. Kraber
                                     Chief Financial Officer and Vice President


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas St. Dennis and Richard W. Kraber,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
SIGNATURE                          TITLE                                   DATE
<S>                                <C>                                     <C>

 /s/ Thomas St. Dennis
---------------------------        Chief Executive Officer                 May 30, 2000
    (Thomas St. Dennis)            and Director (Principal Executive
                                   Officer)
 /s/ Richard W. Kraber
---------------------------        Vice President and Chief Financial      May 30, 2000
    (Richard W. Kraber)            Officer (Principal Financial Officer)

 /s/ Narendra K. Gupta
---------------------------        Director                                May 30, 2000
    (Narendra K. Gupta)

 /s/ Ronald A. Abelmann
---------------------------        Director                                May 30, 2000
    (Ronald A. Abelmann)

 /s/ John C. Bolger
---------------------------        Director                                May 30, 2000
      (John C. Bolger)

 /s/ William B. Elmore
---------------------------        Director                                May 30, 2000
    (William B. Elmore)

 /s/ David B. Pratt
---------------------------        Director                                May 30, 2000
     (David B. Pratt)
</TABLE>

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
<S>         <C>
 5.1        Opinion of Cooley Godward LLP

23.1        Consent of PricewaterhouseCoopers LLP, Independent Accountants

23.2        Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
            Registration Statement

24.1        Power of Attorney is contained on the signature page

99.1        AudeSi Technologies Inc. Stock Option Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16638}]
{"company-data": {"conformed-name": "WIND RIVER SYSTEMS INC", "cik": "0000833829", "assigned-sic": "7371", "irs-number": "942873391", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38182", "film-number": "647089"}, "business-address": {"street1": "500 WIND RIVER WAY", "city": "ALAMEDA", "state": "CA", "zip": "94501", "phone": "5107484100"}, "mail-address": {"street1": "1010 ATLANTIC AVE", "street2": "1010 ATLANTIC AVE", "city": "ALAMEDA", "state": "CA", "zip": "94501"}}
As filed with the Securities and Exchange Commission on May 31, 2000
                                                      Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   ----------
                            WIND RIVER SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
                                   ----------

         DELAWARE                                      94-2873391
 (State of Incorporation)                 (I.R.S. Employer Identification  No.)

                                   ----------
                               500 WIND RIVER WAY
                            ALAMEDA, CALIFORNIA 94501
                                 (510) 748-4100
                    (Address of principal executive offices)
                                   ----------
                   AUDESI TECHNOLOGIES INC. STOCK OPTION PLAN
                            (Full title of the plans)

                                   ----------
                                RICHARD W. KRABER
                             CHIEF FINANCIAL OFFICER
                            WIND RIVER SYSTEMS, INC.
                               500 WIND RIVER WAY
                            ALAMEDA, CALIFORNIA 94501
                                 (510) 748-4100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   ----------
                                   Copies to:
                               ANDREA VACHSS, ESQ.
                               COOLEY GODWARD LLP
                               5 PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                           PALO ALTO, CALIFORNIA 94306
                                 (650) 843-5000

                                   ----------

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
TITLE OF SECURITIES   AMOUNT TO BE   PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM          AMOUNT OF REGISTRATION
  TO BE REGISTERED     REGISTERED       PRICE PER SHARE (1)      AGGREGATE OFFERING PRICE(1)           FEE
----------------------------------------------------------------------------------------------------------------------
Stock Options and
Common Stock
(par value $.001)        119,488           $1.46 - $38.31                  $670,046                    $177
======================================================================================================================
(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(c) and (h)(1) under the
         Securities Act of 1933, as amended (the "Act"). The offering price per
         share and aggregate offering price are based upon the weighted average
         exercise price for shares subject to outstanding options granted under
         the AudeSi Technologies Inc. Stock Option Plan.
===============================================================================
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Wind River Systems, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2000 as amended by Forms 10-K/A filed May 26, 2000 and May 30, 2000;

         (b) The description of the Company's Common Stock set forth in its
     Registration Statement on Form 8-A filed with the Commission on March 12,
     1993 as amended through the date hereof.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act"). The Company's By-laws also
provide that the Company will indemnify its directors and executive officers,
and may indemnify its other officers, employees and other agents, to the fullest
extent not prohibited by Delaware law.

         The Company's Restated Certificate of Incorporation (the "Restated
Certificate") provides that the liability of its directors for monetary
damages shall be eliminated to the fullest extent permissible under Delaware
law. Pursuant to Delaware law, this includes elimination of liability for
monetary damages for breach of the directors' fiduciary duty of care to the
Company and its stockholders. These provisions do not eliminate the
directors' duty of care and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain
available under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Company, for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for any transaction from which the
director derived an improper personal benefit, and for payment of dividends
or approval of stock repurchases or redemptions that are unlawful under
Delaware law. The provision also does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.

         The Company has been authorized by the Board to enter into agreements
with its directors and officers that require the Company to indemnify such
persons to the fullest extent authorized or permitted by the provisions of the
Restated Certificate and Delaware law against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred (including
expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director, officer, employee or other agent
of the Company or any of its affiliated enterprises. Delaware law permits such
indemnification provided such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interest of the
Company and, with respect to any criminal proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The indemnification agreements also set
forth certain procedures that will apply in the event of a claim for
indemnification thereunder.

         At present, there is no pending litigation or proceeding involving a
director or officer of the Company as to which indemnification is being sought
nor is the Company aware of any threatened litigation that may result in claims
for indemnification by any officer or director.
EXHIBITS
EXHIBIT
NUMBER
5.1          Opinion of Cooley Godward LLP

23.1          Consent of PricewaterhouseCoopers LLP, Independent Accountants

23.2          Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
              Registration Statement

24.1          Power of Attorney is contained on the signature page

99.1          AudeSi Technologies Inc. Stock Option Plan
UNDERTAKINGS

1.   The undersigned registrant hereby undertakes:

     (a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

         (i) To include any prospectus required by section 10(a)(3) of the
Securities Act;

        (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
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) (Section 230.424(b) of this
chapter) 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.

       (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

       PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the issuer
     pursuant to section 13 or section 15(d) of the Exchange Act that are
     incorporated by reference herein.

     (b)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          herein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

2.   The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by reference in
     the Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered herein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

3.   Insofar as indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers and controlling persons of
     the registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other
     than the payment by the registrant of expenses incurred or paid by a
     director, officer or controlling person of the registrant in the
     successful defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection with the
     securities being registered, the registrant will, unless in the opinion
     of its counsel the matter has been settled by controlling precedent,
     submit to a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the
     Securities Act and will be governed by the final adjudication of such
     issue.
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 Alameda, State of California, on May 30, 2000.

                                 WIND RIVER SYSTEMS, INC.

                                 By: /s/ Richard W. Kraber
                                     --------------------------------
                                     Richard W. Kraber
                                     Chief Financial Officer and Vice President

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas St. Dennis and Richard W. Kraber,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE                          TITLE                                   DATE
/s/ Thomas St. Dennis
---------------------------        Chief Executive Officer                 May 30, 2000
    (Thomas St. Dennis)            and Director (Principal Executive
                                   Officer)
 /s/ Richard W. Kraber
---------------------------        Vice President and Chief Financial      May 30, 2000
    (Richard W. Kraber)            Officer (Principal Financial Officer)

 /s/ Narendra K. Gupta
---------------------------        Director                                May 30, 2000
    (Narendra K. Gupta)

 /s/ Ronald A. Abelmann
---------------------------        Director                                May 30, 2000
    (Ronald A. Abelmann)

 /s/ John C. Bolger
---------------------------        Director                                May 30, 2000
      (John C. Bolger)

 /s/ William B. Elmore
---------------------------        Director                                May 30, 2000
    (William B. Elmore)

 /s/ David B. Pratt
---------------------------        Director                                May 30, 2000
     (David B. Pratt)
EXHIBIT INDEX
EXHIBIT
NUMBER                             DESCRIPTION
5.1        Opinion of Cooley Godward LLP

23.1        Consent of PricewaterhouseCoopers LLP, Independent Accountants

23.2        Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
            Registration Statement

24.1        Power of Attorney is contained on the signature page

99.1        AudeSi Technologies Inc. Stock Option Plan