<PAGE>


      As filed with the Securities and Exchange Commission on June 27, 2000
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             PEREGRINE SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                            3611 VALLEY CENTRE DRIVE
                                   FIFTH FLOOR
                               SAN DIEGO, CA 92130

        DELAWARE                  (858) 481-5000               95-3773312
(STATE OF INCORPORATION )     (ADDRESS OF PRINCIPAL         (I.R.S. EMPLOYER
                                EXECUTIVE OFFICES)        IDENTIFICATION NUMBER)

        HARBINGER CORPORATION AMENDED AND RESTATED 1989 STOCK OPTION PLAN
                  HARBINGER CORPORATION 1996 STOCK OPTION PLAN
     HARBINGER CORPORATION AMENDED AND RESTATED 1993 STOCK OPTION PLAN FOR
                              NONEMPLOYEE DIRECTORS
                            (FULL TITLE OF THE PLANS)

                                 ERIC P. DELLER
                       VICE PRESIDENT AND GENERAL COUNSEL
                            3611 VALLEY CENTRE DRIVE
                                   FIFTH FLOOR
                               SAN DIEGO, CA 92130
                                 (858) 481-5000
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    COPY TO:
                             DOUGLAS H. COLLOM, ESQ.
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300


                                             CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                                PROPOSED            PROPOSED
                                                            MAXIMUM             MAXIMUM             MAXIMUM
                                                            AMOUNT              OFFERING            AGGREGATE          AMOUNT OF
                TITLE OF SECURITIES                          TO BE               PRICE              OFFERING          REGISTRATION
                  TO BE REGISTERED                        REGISTERED           PER SHARE              PRICE               FEE
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
<S>                                                   <C>                  <C>                 <C>                  <C>
Common Stock ($0.001 par value) issuable under:
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
   Harbinger Corporation Amended and Restated 1989       218,909 shares    $     4.0643        $     889,705.57     $     234.88
       Stock Option Plan
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
   Harbinger Corporation 1996 Stock Option Plan        5,553,293 shares    $    17.2864        $  95,996,435.47     $  25,343.06
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
   Harbinger Corporation Amended and Restated 1993       355,078 shares    $    19.6997        $   6,994,936.99     $   1,846.66
       Stock Option Plan for Nonemployee Directors
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
TOTAL                                                  6,127,280 shares                        $ 103,881,078.03     $  27,424.60
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------

</TABLE>

(1)  Estimated in accordance with Rule 457(h) promulgated under the
     Securities Act of 1933, as amended (the "Securities Act"), solely for
     the purpose of computing the amount of the registration fee based on the
     weighted average exercise price of $4.0643 per share covering authorized
     but unissued shares under the Harbinger Corporation Amended and Restated
     1989 Stock Option Plan.
(2)  Estimated in accordance with Rule 457(h) promulgated under the
     Securities Act of 1933, as amended (the "Securities Act"), solely for
     the purpose of computing the amount of the registration fee based on the
     weighted average exercise price of $17.2864 per share covering authorized
     but unissued shares under the Harbinger Corporation 1996 Stock Option Plan.
(3)  Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act of 1933, as amended (the "Securities Act"), solely for the purpose of
     computing the amount of the registration fee based on the weighted average
     exercise price of $19.6997 per share covering authorized but unissued
     shares under the Harbinger Corporation Amended and Restated 1993 Stock
     Option Plan for Nonemployee Directors.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         Peregrine Systems, Inc. ("Peregrine") hereby incorporates by reference
in this registration statement the following documents:

         (a)      Peregrine's Annual Report on Form 10-K for the fiscal year
                  ended March 31, 2000 filed pursuant to Section 13 of the
                  Securities Exchange Act of 1934.

         (b)      The description of Peregrine's Common Stock contained in its
                  Registration Statement on Form 8-A, filed March 7, 1997
                  pursuant to Section 12(g) of the Securities Exchange Act of
                  1934.

         All documents subsequently filed by Peregrine pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by current law.

         Article IX of Peregrine's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law.

         Article VI of Peregrine's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation to the
fullest extent permissible under the General Corporation Law of Delaware.

         Peregrine has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in Peregrine's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.

         In addition, pursuant to the terms of the Agreement and Plan of Merger
and Reorganization by and among Peregrine, a wholly-owned subsidiary of
Peregrine and Harbinger Corporation, a Georgia


<PAGE>


corporation ("Harbinger"), dated as of April 5, 2000, Peregrine has agreed to
fulfill and honor in all respects the obligations of Harbinger pursuant to any
indemnification agreements between Harbinger and its directors and officers as
of April 5, 2000 and any indemnification provisions under Harbinger's
Certificate of Incorporation or Bylaws as in effect immediately prior to the
merger. In connection with the acquisition, Harbinger became a wholly-owned
subsidiary of Peregrine under the name Peregrine Connectivity, Inc. The
Certificate of Incorporation and Bylaws of Peregrine Connectivity, Inc. will
contain provisions with respect to exculpation and indemnification that are at
least as favorable to the parties to the indemnification agreements as those
contained in the Certificate of Incorporation and Bylaws of Harbinger as in
effect immediately prior to the merger. The provisions will not be amended,
repealed or otherwise modified for a period of six years from April 5, 2000 in
any manner that would adversely affect the rights thereunder of individuals who,
immediately prior to April 5, 2000, were directors, officers, employees or
agents of Harbinger, unless such modification is required by law.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Peregrine pursuant to the foregoing provisions, Peregrine has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

<TABLE>
<CAPTION>

                      EXHIBIT
                       NUMBER                   DESCRIPTION
                      <S>           <C>
                         5.1        Opinion of Counsel as to legality of
                                    securities being registered.

                        10.30       Harbinger Corporation Amended and Restated
                                    1989 Stock Option Plan.

                        10.31       Harbinger Corporation 1996 Stock Option Plan.

                        10.32       Harbinger Corporation Amended and Restated
                                    1993 Stock Option Plan for Nonemployee
                                    Directors.

                        23.1        Consent of Arthur Andersen, Independent
                                    Public Accountants for Peregrine.

                        23.2        Consent of Counsel (contained in Exhibit
                                    5.1).

                        24.1        Power of Attorney (see page II-4).
                      -------

</TABLE>

ITEM 9.           UNDERTAKINGS

         (a)      RULE 415 OFFERING

         Peregrine hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect


<PAGE>


to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

                  (3) 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.

         (b)      FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
                  REFERENCE

         Peregrine hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Peregrine'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 Securities and Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
                  REGISTRATION STATEMENT ON FORM S-8

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Peregrine
pursuant to the foregoing provisions, or otherwise, Peregrine 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 Peregrine 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, Peregrine 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,
Peregrine has duly caused this registration statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, State of California, on this 27th day of June, 2000.



                              PEREGRINE SYSTEMS, INC.

                              By:    /s/ David A. Farley
                                     -------------------
                                     David A. Farley
                                     Senior Vice President, Finance and
                                     Administration and Chief Financial Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD T. NELSON AND ERIC P. DELLER AND
EACH ONE OF THEM, ACTING INDIVIDUALLY AND WITHOUT THE OTHER, AS HIS OR HER
ATTORNEY-IN-FACT, EACH WITH FULL POWER OF SUBSTITUTION, FOR HIM IN ANY AND ALL
CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT ON
FORM S-8, AND TO FILE THE SAME, WITH EXHIBITS THERETO AND OTHER DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, HEREBY
RATIFYING AND CONFIRMING ALL THAT EACH OF SAID ATTORNEYS-IN-FACT, OR HIS
SUBSTITUTE OR SUBSTITUTES, MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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/ Stephen P. Gardner               President and Chief Executive Officer                  June 27, 2000
----------------------------------------    (Principal Executive Officer) and Director
       (Stephen P. Gardner)


       /s/ David A. Farley                  Senior Vice President, Finance and Administration,     June 27, 2000
----------------------------------------    Chief Financial Officer (Principal Financial
       (David A. Farley)                    Officer) and Director


       /s/ (Matthew C. Gless)               Vice President, Finance, and Chief Accounting          June 27, 2000
----------------------------------------    Officer (Principal Accounting Officer)
       (Matthew C. Gless)


       /s/ James M. Travers                 Group President, e-Business Connectivity and           June 27, 2000
----------------------------------------    Director
       (James M. Travers)


       /s/ John J. Moores                   Chairman of the Board of Directors                     June 27, 2000
----------------------------------------
       (John J. Moores)


       /s/ Christopher A. Cole              Director                                               June 27, 2000
----------------------------------------
       (Christopher A. Cole)


       /s/ Charles E. Noell III             Director                                               June 27, 2000
----------------------------------------
       (Charles E. Noell III)


       /s/ Norris van den Berg              Director                                               June 27, 2000
----------------------------------------
       (Norris van den Berg)


       /s/ Thomas G. Watrous, Sr.           Director                                               June 27, 2000
---------------------------------------
       (Thomas G. Watrous, Sr.)


       /s/ William D. Savoy                 Director                                               June 27, 2000
---------------------------------------
       (William D. Savoy)

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 17947}]
{"company-data": {"conformed-name": "PEREGRINE SYSTEMS INC", "cik": "0001031107", "assigned-sic": "7372", "irs-number": "953773312", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40170", "film-number": "661138"}, "business-address": {"street1": "12670 HIGH BLUFF DR", "city": "SAN DIEGO", "state": "CA", "zip": "92130", "phone": "6194815000"}, "mail-address": {"street1": "12670 HIGH BLUFF DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92130"}}
As filed with the Securities and Exchange Commission on June 27, 2000
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             PEREGRINE SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                            3611 VALLEY CENTRE DRIVE
                                   FIFTH FLOOR
                               SAN DIEGO, CA 92130

        DELAWARE                  (858) 481-5000               95-3773312
(STATE OF INCORPORATION )     (ADDRESS OF PRINCIPAL         (I.R.S. EMPLOYER
                                EXECUTIVE OFFICES)        IDENTIFICATION NUMBER)

        HARBINGER CORPORATION AMENDED AND RESTATED 1989 STOCK OPTION PLAN
                  HARBINGER CORPORATION 1996 STOCK OPTION PLAN
     HARBINGER CORPORATION AMENDED AND RESTATED 1993 STOCK OPTION PLAN FOR
                              NONEMPLOYEE DIRECTORS
                            (FULL TITLE OF THE PLANS)

                                 ERIC P. DELLER
                       VICE PRESIDENT AND GENERAL COUNSEL
                            3611 VALLEY CENTRE DRIVE
                                   FIFTH FLOOR
                               SAN DIEGO, CA 92130
                                 (858) 481-5000
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    COPY TO:
                             DOUGLAS H. COLLOM, ESQ.
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

                                             CALCULATION OF REGISTRATION FEE
PROPOSED            PROPOSED
                                                            MAXIMUM             MAXIMUM             MAXIMUM
                                                            AMOUNT              OFFERING            AGGREGATE          AMOUNT OF
                TITLE OF SECURITIES                          TO BE               PRICE              OFFERING          REGISTRATION
                  TO BE REGISTERED                        REGISTERED           PER SHARE              PRICE               FEE
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
Common Stock ($0.001 par value) issuable under:
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
   Harbinger Corporation Amended and Restated 1989       218,909 shares    $     4.0643        $     889,705.57     $     234.88
       Stock Option Plan
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
   Harbinger Corporation 1996 Stock Option Plan        5,553,293 shares    $    17.2864        $  95,996,435.47     $  25,343.06
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
   Harbinger Corporation Amended and Restated 1993       355,078 shares    $    19.6997        $   6,994,936.99     $   1,846.66
       Stock Option Plan for Nonemployee Directors
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
TOTAL                                                  6,127,280 shares                        $ 103,881,078.03     $  27,424.60
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
(1)  Estimated in accordance with Rule 457(h) promulgated under the
     Securities Act of 1933, as amended (the "Securities Act"), solely for
     the purpose of computing the amount of the registration fee based on the
     weighted average exercise price of $4.0643 per share covering authorized
     but unissued shares under the Harbinger Corporation Amended and Restated
     1989 Stock Option Plan.
(2)  Estimated in accordance with Rule 457(h) promulgated under the
     Securities Act of 1933, as amended (the "Securities Act"), solely for
     the purpose of computing the amount of the registration fee based on the
     weighted average exercise price of $17.2864 per share covering authorized
     but unissued shares under the Harbinger Corporation 1996 Stock Option Plan.
(3)  Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act of 1933, as amended (the "Securities Act"), solely for the purpose of
     computing the amount of the registration fee based on the weighted average
     exercise price of $19.6997 per share covering authorized but unissued
     shares under the Harbinger Corporation Amended and Restated 1993 Stock
     Option Plan for Nonemployee Directors.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         Peregrine Systems, Inc. ("Peregrine") hereby incorporates by reference
in this registration statement the following documents:

         (a)      Peregrine's Annual Report on Form 10-K for the fiscal year
                  ended March 31, 2000 filed pursuant to Section 13 of the
                  Securities Exchange Act of 1934.

         (b)      The description of Peregrine's Common Stock contained in its
                  Registration Statement on Form 8-A, filed March 7, 1997
                  pursuant to Section 12(g) of the Securities Exchange Act of
                  1934.

         All documents subsequently filed by Peregrine pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by current law.

         Article IX of Peregrine's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law.

         Article VI of Peregrine's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation to the
fullest extent permissible under the General Corporation Law of Delaware.

         Peregrine has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in Peregrine's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.

         In addition, pursuant to the terms of the Agreement and Plan of Merger
and Reorganization by and among Peregrine, a wholly-owned subsidiary of
Peregrine and Harbinger Corporation, a Georgia
corporation ("Harbinger"), dated as of April 5, 2000, Peregrine has agreed to
fulfill and honor in all respects the obligations of Harbinger pursuant to any
indemnification agreements between Harbinger and its directors and officers as
of April 5, 2000 and any indemnification provisions under Harbinger's
Certificate of Incorporation or Bylaws as in effect immediately prior to the
merger. In connection with the acquisition, Harbinger became a wholly-owned
subsidiary of Peregrine under the name Peregrine Connectivity, Inc. The
Certificate of Incorporation and Bylaws of Peregrine Connectivity, Inc. will
contain provisions with respect to exculpation and indemnification that are at
least as favorable to the parties to the indemnification agreements as those
contained in the Certificate of Incorporation and Bylaws of Harbinger as in
effect immediately prior to the merger. The provisions will not be amended,
repealed or otherwise modified for a period of six years from April 5, 2000 in
any manner that would adversely affect the rights thereunder of individuals who,
immediately prior to April 5, 2000, were directors, officers, employees or
agents of Harbinger, unless such modification is required by law.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Peregrine pursuant to the foregoing provisions, Peregrine has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.
EXHIBIT
                       NUMBER                   DESCRIPTION
5.1        Opinion of Counsel as to legality of
                                    securities being registered.

                        10.30       Harbinger Corporation Amended and Restated
                                    1989 Stock Option Plan.

                        10.31       Harbinger Corporation 1996 Stock Option Plan.

                        10.32       Harbinger Corporation Amended and Restated
                                    1993 Stock Option Plan for Nonemployee
                                    Directors.

                        23.1        Consent of Arthur Andersen, Independent
                                    Public Accountants for Peregrine.

                        23.2        Consent of Counsel (contained in Exhibit
                                    5.1).

                        24.1        Power of Attorney (see page II-4).
                      -------
ITEM 9.           UNDERTAKINGS

         (a)      RULE 415 OFFERING

         Peregrine hereby undertakes:

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

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

                  (3) 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.

         (b)      FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
                  REFERENCE

         Peregrine hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Peregrine'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 Securities and Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
                  REGISTRATION STATEMENT ON FORM S-8

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Peregrine
pursuant to the foregoing provisions, or otherwise, Peregrine 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 Peregrine 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, Peregrine 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,
Peregrine has duly caused this registration statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, State of California, on this 27th day of June, 2000.

                              PEREGRINE SYSTEMS, INC.

                              By:    /s/ David A. Farley
                                     -------------------
                                     David A. Farley
                                     Senior Vice President, Finance and
                                     Administration and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD T. NELSON AND ERIC P. DELLER AND
EACH ONE OF THEM, ACTING INDIVIDUALLY AND WITHOUT THE OTHER, AS HIS OR HER
ATTORNEY-IN-FACT, EACH WITH FULL POWER OF SUBSTITUTION, FOR HIM IN ANY AND ALL
CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT ON
FORM S-8, AND TO FILE THE SAME, WITH EXHIBITS THERETO AND OTHER DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, HEREBY
RATIFYING AND CONFIRMING ALL THAT EACH OF SAID ATTORNEYS-IN-FACT, OR HIS
SUBSTITUTE OR SUBSTITUTES, MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                                     TITLE                                    DATE
/s/ Stephen P. Gardner               President and Chief Executive Officer                  June 27, 2000
----------------------------------------    (Principal Executive Officer) and Director
       (Stephen P. Gardner)

       /s/ David A. Farley                  Senior Vice President, Finance and Administration,     June 27, 2000
----------------------------------------    Chief Financial Officer (Principal Financial
       (David A. Farley)                    Officer) and Director

       /s/ (Matthew C. Gless)               Vice President, Finance, and Chief Accounting          June 27, 2000
----------------------------------------    Officer (Principal Accounting Officer)
       (Matthew C. Gless)

       /s/ James M. Travers                 Group President, e-Business Connectivity and           June 27, 2000
----------------------------------------    Director
       (James M. Travers)

       /s/ John J. Moores                   Chairman of the Board of Directors                     June 27, 2000
----------------------------------------
       (John J. Moores)

       /s/ Christopher A. Cole              Director                                               June 27, 2000
----------------------------------------
       (Christopher A. Cole)

       /s/ Charles E. Noell III             Director                                               June 27, 2000
----------------------------------------
       (Charles E. Noell III)

       /s/ Norris van den Berg              Director                                               June 27, 2000
----------------------------------------
       (Norris van den Berg)

       /s/ Thomas G. Watrous, Sr.           Director                                               June 27, 2000
---------------------------------------
       (Thomas G. Watrous, Sr.)

       /s/ William D. Savoy                 Director                                               June 27, 2000
---------------------------------------
       (William D. Savoy)