<PAGE>

As filed with the Securities and Exchange Commission on April 14, 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)

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

 EMBEDDED SUPPORT TOOLS CORPORATION AMENDED AND RESTATED 1999 STOCK OPTION PLAN
           WIND RIVER SYSTEMS, INC. 1998 NON-OFFICER 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

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

<PAGE>


                                          CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

                                                      PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO        AMOUNT TO BE          OFFERING PRICE PER     AGGREGATE OFFERING PRICE    AMOUNT OF REGISTRATION
      BE REGISTERED             REGISTERED               SHARE (1)                     (1)                       FEE
-------------------------- ---------------------- ------------------------- -------------------------- -------------------------
<S>                            <C>                   <C>                         <C>                         <C>
Stock Options and Common
Stock (par value $.001)          3,122,855             $8.50 - $34.0625            $77,669,268                 $20,504
=================================================================================================================================

</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 (a) the
         weighted average exercise price for shares subject to outstanding
         options granted under the Embedded Support Tools Corporation Amended
         and Restated 1999 Stock Option Plan (the "Embedded Plan") (pursuant
         to Rule 457(h) under the Act) or (b) the average of the high and low
         prices of Registrant's Common Stock as reported on the Nasdaq
         National Market on April 12, 2000, for shares reserved for future
         grant pursuant to the Wind River Systems, Inc. ("Registrant" or
         "Company") 1998 Non-Officer Stock Option Plan (the "Wind River
         Non-Officer Plan") (pursuant to Rule 457(c) under the Act). The
         following chart illustrates the calculation of the registration fee:

<TABLE>
<CAPTION>

    ======================================================================================================================
                                                                             OFFERING PRICE PER     AGGREGATE OFFERING
                     TITLE OF SHARES                     NUMBER OF SHARES           SHARE                  PRICE
    --------------------------------------------------- -------------------- -------------------- ------------------------
<S>                                                             <C>               <C>                       <C>
    Shares issuable pursuant to outstanding stock
    options under the Embedded Plan                               1,122,855          $8.50(1)(a)               $9,544,268
    --------------------------------------------------- -------------------- -------------------- ------------------------
    Shares reserved for future grant under the Wind
    River Non-Officer Plan                                        2,000,000         $34.0625(1)(b)            $68,125,000
    --------------------------------------------------- -------------------- -------------------- ------------------------
    Proposed Maximum Aggregate Offering Price                                                                 $77,669,268
    --------------------------------------------------- -------------------- -------------------- ------------------------
    Registration Fee                                                                                              $20,504
    ======================================================================================================================

</TABLE>

<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, 1999;

         (b)  The Company's quarterly reports on Form 10-Q for the quarters
ended April 30, July 31 and October 31, 1999;

         (c) The Company's Current Reports in Form 8-K filed with the
Commission on May 3, July 16, September 13, November 4 and December 2, 1999,
and February 28 and March 6, 2000;

         (d)  The Company's Amended Current Report in Form 8-K/A filed with
the Commission on April 3, 2000; and

         (e)  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 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



<PAGE>


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

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                  Embedded Support Tools Corporation Amended and Restated
                      1999 Stock Option Plan

99.2                  Wind River Systems, Inc. 1998 Non-Officer 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.

<PAGE>

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.



<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 April 14, 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 and                 April 14, 2000
----------------------------------------                  Director (Principal Executive
         (Thomas St. Dennis)                              Officer)

      /s/ Richard W. Kraber
----------------------------------------                  Vice President and Chief Financial          April 14, 2000
         (Richard W. Kraber)                              Officer (Principal Financial Officer)

       /s/ Narendra K. Gupta
----------------------------------------                  Director                                    April 14, 2000
          (Narendra K. Gupta)

      /s/ Ronald A. Abelmann
----------------------------------------                  Director                                    April 14, 2000
         (Ronald A. Abelmann)

         /s/ John C. Bolger
----------------------------------------                  Director                                    April 14, 2000
            (John C. Bolger)

</TABLE>

<PAGE>


<TABLE>

<S>                                                    <C>                                         <C>

      /s/ William B. Elmore
----------------------------------------                  Director                                    April 14, 2000
         (William B. Elmore)

       /s/ David B. Pratt
----------------------------------------                  Director                                    April 14, 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

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                  Embedded Support Tools Corporation Amended and Restated
                      1999 Stock Option Plan

99.2                  Wind River Systems, Inc. 1998 Non-Officer Stock Option
                      Plan

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20582}]
{"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": "333-34874", "film-number": "602489"}, "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 April 14, 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)

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

 EMBEDDED SUPPORT TOOLS CORPORATION AMENDED AND RESTATED 1999 STOCK OPTION PLAN
           WIND RIVER SYSTEMS, INC. 1998 NON-OFFICER 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
=================================================================================================================================

                                                      PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO        AMOUNT TO BE          OFFERING PRICE PER     AGGREGATE OFFERING PRICE    AMOUNT OF REGISTRATION
      BE REGISTERED             REGISTERED               SHARE (1)                     (1)                       FEE
-------------------------- ---------------------- ------------------------- -------------------------- -------------------------
Stock Options and Common
Stock (par value $.001)          3,122,855             $8.50 - $34.0625            $77,669,268                 $20,504
=================================================================================================================================
(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 (a) the
         weighted average exercise price for shares subject to outstanding
         options granted under the Embedded Support Tools Corporation Amended
         and Restated 1999 Stock Option Plan (the "Embedded Plan") (pursuant
         to Rule 457(h) under the Act) or (b) the average of the high and low
         prices of Registrant's Common Stock as reported on the Nasdaq
         National Market on April 12, 2000, for shares reserved for future
         grant pursuant to the Wind River Systems, Inc. ("Registrant" or
         "Company") 1998 Non-Officer Stock Option Plan (the "Wind River
         Non-Officer Plan") (pursuant to Rule 457(c) under the Act). The
         following chart illustrates the calculation of the registration fee:
======================================================================================================================
                                                                             OFFERING PRICE PER     AGGREGATE OFFERING
                     TITLE OF SHARES                     NUMBER OF SHARES           SHARE                  PRICE
    --------------------------------------------------- -------------------- -------------------- ------------------------
Shares issuable pursuant to outstanding stock
    options under the Embedded Plan                               1,122,855          $8.50(1)(a)               $9,544,268
    --------------------------------------------------- -------------------- -------------------- ------------------------
    Shares reserved for future grant under the Wind
    River Non-Officer Plan                                        2,000,000         $34.0625(1)(b)            $68,125,000
    --------------------------------------------------- -------------------- -------------------- ------------------------
    Proposed Maximum Aggregate Offering Price                                                                 $77,669,268
    --------------------------------------------------- -------------------- -------------------- ------------------------
    Registration Fee                                                                                              $20,504
    ======================================================================================================================
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, 1999;

         (b)  The Company's quarterly reports on Form 10-Q for the quarters
ended April 30, July 31 and October 31, 1999;

         (c) The Company's Current Reports in Form 8-K filed with the
Commission on May 3, July 16, September 13, November 4 and December 2, 1999,
and February 28 and March 6, 2000;

         (d)  The Company's Amended Current Report in Form 8-K/A filed with
the Commission on April 3, 2000; and

         (e)  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 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

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                  Embedded Support Tools Corporation Amended and Restated
                      1999 Stock Option Plan

99.2                  Wind River Systems, Inc. 1998 Non-Officer 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 April 14, 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 and                 April 14, 2000
----------------------------------------                  Director (Principal Executive
         (Thomas St. Dennis)                              Officer)

      /s/ Richard W. Kraber
----------------------------------------                  Vice President and Chief Financial          April 14, 2000
         (Richard W. Kraber)                              Officer (Principal Financial Officer)

       /s/ Narendra K. Gupta
----------------------------------------                  Director                                    April 14, 2000
          (Narendra K. Gupta)

      /s/ Ronald A. Abelmann
----------------------------------------                  Director                                    April 14, 2000
         (Ronald A. Abelmann)

         /s/ John C. Bolger
----------------------------------------                  Director                                    April 14, 2000
            (John C. Bolger)
/s/ William B. Elmore
----------------------------------------                  Director                                    April 14, 2000
         (William B. Elmore)

       /s/ David B. Pratt
----------------------------------------                  Director                                    April 14, 2000
          (David B. Pratt)
EXHIBIT INDEX
EXHIBIT
NUMBER                               DESCRIPTION
5.1                  Opinion of Cooley Godward LLP

23.1                  Consent of PricewaterhouseCoopers LLP

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                  Embedded Support Tools Corporation Amended and Restated
                      1999 Stock Option Plan

99.2                  Wind River Systems, Inc. 1998 Non-Officer Stock Option
                      Plan