<PAGE>

    As filed with the Securities and Exchange Commission on March 27, 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)

                 INTEGRATED SYSTEMS, INC. 1988 STOCK OPTION PLAN
                     DR. DESIGN, INC. 1991 STOCK OPTION PLAN
            INTEGRATED SYSTEMS, INC. 1994 DIRECTORS STOCK OPTION PLAN
             EPILOGUE TECHNOLOGY CORPORATION 1994 STOCK OPTION PLAN
               INTEGRATED SYSTEMS, INC. 1998 EQUITY INCENTIVE PLAN
               WIND RIVER SYSTEMS, INC. 1998 EQUITY INCENTIVE PLAN

                    --------------------------------------
                                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.                             RICHARD W. KRABER
          COOLEY GODWARD LLP                          CHIEF FINANCIAL OFFICER
          5 PALO ALTO SQUARE                         WIND RIVER SYSTEMS, INC.
         3000 EL CAMINO REAL                            500 WIND RIVER WAY
     PALO ALTO, CALIFORNIA 94306                     ALAMEDA, CALIFORNIA 94501
            (650) 843-5000                                (510) 748-4100

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

============================================================================================================================
                                                      PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO                              OFFERING PRICE PER     AGGREGATE OFFERING PRICE
      BE REGISTERED            AMOUNT TO BE              SHARE (1)                     (1)                  AMOUNT OF
                                REGISTERED                                                               REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>                          <C>                           <C>
Stock Options and Common
Stock (par value $.001)          4,066,898          $1.1306 - $49.00            $181,439,271.48               $48,182

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

============================================================================================================================
</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 Integrated Systems, Inc. ("ISI") 1988 Stock Option
         Plan (the "ISI 1988 Plan"), Dr. Design, Inc. 1991 Stock Option Plan
         (the "Dr. Design Plan"), ISI 1994 Directors Stock Option Plan (the "ISI
         Directors Plan"), Epilogue Technology Corporation 1994 Stock Option
         Plan (the "Epilogue Plan") and ISI 1998 Equity Incentive Plan (the "ISI
         Incentive 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 March 22, 2000, for shares
         reserved for future grant pursuant to the Wind River Systems, Inc.
         ("Registrant" or "Company") 1998 Equity Incentive Plan (the "Wind River
         Incentive Plan") (pursuant to Rule 457(c) under the Act). The following
         chart illustrates the calculation of the registration fee:

<TABLE>
<CAPTION>

============================================================================================================================
                     TITLE OF SHARES                     NUMBER OF SHARES    OFFERING PRICE PER     AGGREGATE OFFERING
                                                                                    SHARE                  PRICE
----------------------------------------------------------------------------------------------------------------------------
   <S>                                                           <C>               <C>                    <C>
    Shares issuable pursuant to outstanding stock                 1,738,345         $13.79(1)(a)           $23,971,777.55
    options under the ISI 1988 Plan
----------------------------------------------------------------------------------------------------------------------------
    Shares issuable pursuant to outstanding stock                    27,824          $1.13(1)(a)               $31,441.12
    options under the Dr. Design Plan
----------------------------------------------------------------------------------------------------------------------------
    Shares issuable pursuant to outstanding stock                   211,600         $13.34(1)(a)            $2,882,744.00
    options under the ISI Directors Plan
----------------------------------------------------------------------------------------------------------------------------
    Shares issuable pursuant to outstanding stock                    27,317          $8.05(1)(a)              $219,901.85
    options under the Epilogue  Plan
----------------------------------------------------------------------------------------------------------------------------
    Shares issuable pursuant to outstanding stock                 2,061,812         $13.58(1)(a)           $27,999,406.96
    options under the ISI Incentive Plan
----------------------------------------------------------------------------------------------------------------------------
    Shares  reserved  for future  grant under the Wind            2,600,000         $49.00(1)(b)          $127,400,000.00
    River Incentive Plan
----------------------------------------------------------------------------------------------------------------------------
    Proposed Maximum Aggregate Offering Price                                                             $182,505,271.48
----------------------------------------------------------------------------------------------------------------------------
    Registration Fee                                                                                              $48,182

============================================================================================================================
</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 1 and October 31, 1999;

         (c)      The Company's Current Reports in Form 8-K dated April 22, June
30, September 7 and October 21, 1999 and February 15 and February 28, 2000; and

         (d)      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.

         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 o 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

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                       Integrated Systems, Inc. 1988 Stock Option Plan

99.2                       Dr. Design, Inc. 1991 Stock Option Plan

99.3                       Integrated Systems, Inc. 1994 Directors Stock
                           Option Plan

99.4                       Epilogue Technology Corporation 1994 Stock Option
                           Plan

99.5                       Integrated Systems, Inc. 1998 Equity Incentive Plan

99.6                       Wind River Systems, Inc. 1998 Equity Incentive 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.
<PAGE>
         (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.



<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 March 27, 2000.

                                      WIND RIVER SYSTEMS, INC.

                                      By:     /s/ Thomas St. Dennis
                                         --------------------------------------
                                               Thomas St. Dennis
                                               Chief Executive Officer and
                                               Director

         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                     March 27, 2000
--------------------------------------------              and Director (Principal Executive
         (Thomas St. Dennis)                              Officer)


         /s/ Richard W. Kraber                            Vice President and Chief Financial          March 27, 2000
--------------------------------------------              Officer (Principal Financial Officer)
         (Richard W. Kraber)

        /s/ Jerry L. Fiddler                              Chairman of the Board                       March 27, 2000
--------------------------------------------
         (Jerry L. Fiddler)

        /s/ Narenda K. Gupta                              Director                                    March 27, 2000
--------------------------------------------
         (Narenda K. Gupta)

       /s/ John Bolger                                    Director                                    March 27, 2000
--------------------------------------------
         (John Bolger)

      /s/ William B. Elmore                               Director                                    March 27, 2000
--------------------------------------------
         (William B. Elmore)

      /s/ Grant M. Inman                                  Director                                    March 27, 2000
--------------------------------------------
         (Grant M. Inman)

      /s/ David B. Pratt                                  Director                                    March 27, 2000
--------------------------------------------
         (David B. Pratt)

</TABLE>

<PAGE>


                                  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                   Integrated Systems, Inc. 1988 Stock Option Plan

99.2                   Dr. Design, Inc. 1991 Stock Option Plan

99.3                   Integrated Systems, Inc. 1994 Directors Stock Option Plan

99.4                   Epilogue Technology Corporation 1994 Stock Option Plan

99.5                   Integrated Systems, Inc. 1998 Equity Incentive Plan

99.6                   Wind River Systems, Inc. 1998 Equity Incentive Plan
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 24053}]
{"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": "333-33348", "film-number": "580102"}, "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 March 27, 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)

                 INTEGRATED SYSTEMS, INC. 1988 STOCK OPTION PLAN
                     DR. DESIGN, INC. 1991 STOCK OPTION PLAN
            INTEGRATED SYSTEMS, INC. 1994 DIRECTORS STOCK OPTION PLAN
             EPILOGUE TECHNOLOGY CORPORATION 1994 STOCK OPTION PLAN
               INTEGRATED SYSTEMS, INC. 1998 EQUITY INCENTIVE PLAN
               WIND RIVER SYSTEMS, INC. 1998 EQUITY INCENTIVE PLAN

                    --------------------------------------
                                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.                             RICHARD W. KRABER
          COOLEY GODWARD LLP                          CHIEF FINANCIAL OFFICER
          5 PALO ALTO SQUARE                         WIND RIVER SYSTEMS, INC.
         3000 EL CAMINO REAL                            500 WIND RIVER WAY
     PALO ALTO, CALIFORNIA 94306                     ALAMEDA, CALIFORNIA 94501
            (650) 843-5000                                (510) 748-4100

                                -----------------
CALCULATION OF REGISTRATION FEE

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

============================================================================================================================
                                                      PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO                              OFFERING PRICE PER     AGGREGATE OFFERING PRICE
      BE REGISTERED            AMOUNT TO BE              SHARE (1)                     (1)                  AMOUNT OF
                                REGISTERED                                                               REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
Stock Options and Common
Stock (par value $.001)          4,066,898          $1.1306 - $49.00            $181,439,271.48               $48,182

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

============================================================================================================================
(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 Integrated Systems, Inc. ("ISI") 1988 Stock Option
         Plan (the "ISI 1988 Plan"), Dr. Design, Inc. 1991 Stock Option Plan
         (the "Dr. Design Plan"), ISI 1994 Directors Stock Option Plan (the "ISI
         Directors Plan"), Epilogue Technology Corporation 1994 Stock Option
         Plan (the "Epilogue Plan") and ISI 1998 Equity Incentive Plan (the "ISI
         Incentive 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 March 22, 2000, for shares
         reserved for future grant pursuant to the Wind River Systems, Inc.
         ("Registrant" or "Company") 1998 Equity Incentive Plan (the "Wind River
         Incentive Plan") (pursuant to Rule 457(c) under the Act). The following
         chart illustrates the calculation of the registration fee:
============================================================================================================================
                     TITLE OF SHARES                     NUMBER OF SHARES    OFFERING PRICE PER     AGGREGATE OFFERING
                                                                                    SHARE                  PRICE
----------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to outstanding stock                 1,738,345         $13.79(1)(a)           $23,971,777.55
    options under the ISI 1988 Plan
----------------------------------------------------------------------------------------------------------------------------
    Shares issuable pursuant to outstanding stock                    27,824          $1.13(1)(a)               $31,441.12
    options under the Dr. Design Plan
----------------------------------------------------------------------------------------------------------------------------
    Shares issuable pursuant to outstanding stock                   211,600         $13.34(1)(a)            $2,882,744.00
    options under the ISI Directors Plan
----------------------------------------------------------------------------------------------------------------------------
    Shares issuable pursuant to outstanding stock                    27,317          $8.05(1)(a)              $219,901.85
    options under the Epilogue  Plan
----------------------------------------------------------------------------------------------------------------------------
    Shares issuable pursuant to outstanding stock                 2,061,812         $13.58(1)(a)           $27,999,406.96
    options under the ISI Incentive Plan
----------------------------------------------------------------------------------------------------------------------------
    Shares  reserved  for future  grant under the Wind            2,600,000         $49.00(1)(b)          $127,400,000.00
    River Incentive Plan
----------------------------------------------------------------------------------------------------------------------------
    Proposed Maximum Aggregate Offering Price                                                             $182,505,271.48
----------------------------------------------------------------------------------------------------------------------------
    Registration Fee                                                                                              $48,182

============================================================================================================================
===============================================================================
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 1 and October 31, 1999;

         (c)      The Company's Current Reports in Form 8-K dated April 22, June
30, September 7 and October 21, 1999 and February 15 and February 28, 2000; and

         (d)      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.

         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 o 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                       Integrated Systems, Inc. 1988 Stock Option Plan

99.2                       Dr. Design, Inc. 1991 Stock Option Plan

99.3                       Integrated Systems, Inc. 1994 Directors Stock
                           Option Plan

99.4                       Epilogue Technology Corporation 1994 Stock Option
                           Plan

99.5                       Integrated Systems, Inc. 1998 Equity Incentive Plan

99.6                       Wind River Systems, Inc. 1998 Equity Incentive 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 March 27, 2000.

                                      WIND RIVER SYSTEMS, INC.

                                      By:     /s/ Thomas St. Dennis
                                         --------------------------------------
                                               Thomas St. Dennis
                                               Chief Executive Officer and
                                               Director

         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                     March 27, 2000
--------------------------------------------              and Director (Principal Executive
         (Thomas St. Dennis)                              Officer)

         /s/ Richard W. Kraber                            Vice President and Chief Financial          March 27, 2000
--------------------------------------------              Officer (Principal Financial Officer)
         (Richard W. Kraber)

        /s/ Jerry L. Fiddler                              Chairman of the Board                       March 27, 2000
--------------------------------------------
         (Jerry L. Fiddler)

        /s/ Narenda K. Gupta                              Director                                    March 27, 2000
--------------------------------------------
         (Narenda K. Gupta)

       /s/ John Bolger                                    Director                                    March 27, 2000
--------------------------------------------
         (John Bolger)

      /s/ William B. Elmore                               Director                                    March 27, 2000
--------------------------------------------
         (William B. Elmore)

      /s/ Grant M. Inman                                  Director                                    March 27, 2000
--------------------------------------------
         (Grant M. Inman)

      /s/ David B. Pratt                                  Director                                    March 27, 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                   Integrated Systems, Inc. 1988 Stock Option Plan

99.2                   Dr. Design, Inc. 1991 Stock Option Plan

99.3                   Integrated Systems, Inc. 1994 Directors Stock Option Plan

99.4                   Epilogue Technology Corporation 1994 Stock Option Plan

99.5                   Integrated Systems, Inc. 1998 Equity Incentive Plan

99.6                   Wind River Systems, Inc. 1998 Equity Incentive Plan