<PAGE>   1
         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2001
                                                      REGISTRATION NO. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 E.PIPHANY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<TABLE>
<CAPTION>
<S>                                 <C>                                      <C>
        DELAWARE                    1900 SOUTH NORFOLK STREET, SUITE 310                  77-0443392
(STATE OF INCORPORATION)                SAN MATEO, CALIFORNIA 94403          (I.R.S. EMPLOYER IDENTIFICATION NO.)
                                     (ADDRESS, INCLUDING ZIP CODE, OF
                                  REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
</TABLE>



                   MOSS SOFTWARE, INC. 1997 STOCK OPTION PLAN
                   MOSS SOFTWARE, INC. 2001 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLANS)


                                 ROGER S. SIBONI
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 E.PIPHANY, INC.
                      1900 SOUTH NORFOLK STREET, SUITE 310
                           SAN MATEO, CALIFORNIA 94403
                                 (650) 356-3800
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                                    COPY TO:
                              AARON J. ALTER, ESQ.
                            N. ANTHONY JEFFRIES, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                          PROPOSED       PROPOSED
             TITLE OF SECURITIES TO        AMOUNT          MAXIMUM        MAXIMUM       AMOUNT OF
                 BE REGISTERED             TO BE       OFFERING PRICE    AGGREGATE    REGISTRATION
                                         REGISTERED       PER SHARE    OFFERING PRICE     FEE
--------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>             <C>            <C>
Moss Software 1997 Stock Option Plan      38,017(1)       $10.27(2)     $  390,435(2)       $98(2)
--------------------------------------------------------------------------------------------------
Moss Software 2001 Stock Option Plan     138,717(1)        10.27(3)      1,424,624(3)       356(3)
--------------------------------------------------------------------------------------------------
Totals                                   176,734                        $1,815,059         $454
--------------------------------------------------------------------------------------------------
</TABLE>

(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the Plans being registered
      pursuant to this Registration Statement by reason of any stock dividend,
      stock split, recapitalization or other similar transaction effected
      without the receipt of consideration which results in an increase in the
      number of the Registrant's outstanding shares of Common Stock.

(2)   Computed in accordance with Rule 457(c) under the Securities Act of 1933,
      as amended (the "Securities Act"), solely for the purpose of calculating
      the registration fee. With respect to 38,017 shares subject to outstanding
      options to purchase Common Stock under the Moss Software 1997 Stock Option
      Plan, the proposed maximum offering price per share is equal to the
      average of the high and low price per share of E.piphany's common stock on
      the Nasdaq Stock Market's National Market as reported on April 23, 2001 of
      $10.27 per share pursuant to Rule 457(c) under the Securities Act.

(3)   Computed in accordance with Rule 457(c) under the Securities Act of 1933,
      as amended (the "Securities Act"), solely for the purpose of calculating
      the registration fee. With respect to 138,717 shares subject to
      outstanding options to purchase Common Stock under the Moss Software 2001
      Stock Option Plan, the proposed maximum offering price per share is equal
      to the average of the high and low price per share of E.piphany's common
      stock on the Nasdaq Stock Market's National Market as reported on April
      23, 2001 of $10.27 per share pursuant to Rule 457(c) under the Securities
      Act.

<PAGE>   2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      There is hereby incorporated by reference into this Registration
Statement and into the Prospectuses relating to this Registration Statement
pursuant to Rule 428 the following document and information previously filed
with the Securities and Exchange Commission (the "Commission"):

      1.    The Registrant's Annual Report on Form 10-K, filed pursuant to
            Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act") (SEC File No. 000-27183), on April 2,
            2001.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which registers all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be 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

      The validity of the shares of Common Stock offered pursuant to this
Registration Statement will be passed upon by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California. Certain members of Wilson
Sonsini Goodrich & Rosati, Professional Corporation, who have primary
responsibility for the Registrant, beneficially own approximately 6,750 shares
of the Registrant's Common Stock.


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 the current law.

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

      Article VI of the Registrant's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably believed to be in and not
opposed to the best interest of the Registrant, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his or her conduct was unlawful.

                                       1
<PAGE>   3

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


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.


ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                           Document
-------     --------------------------------------------------------------------
<S>         <C>
  4.1*      Specimen Common Stock Certificate

  5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation ("WSGR"), with respect to the legality of the
            securities being registered.

 23.1       Consent of Arthur Andersen, LLP, Independent Public Accountants

 23.2       Consent of WSGR (contained in Exhibit 5.1)

 24.1       Power of Attorney (see page 4)

 99.1       Moss Software, Inc. 1997 Stock Option Plan and form of agreement
            thereunder.

 99.2       Moss Software, Inc. 2001 Stock Option Plan and form of agreement
            thereunder.
</TABLE>
----------

      * Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-82799), declared effective on September 21, 1999, and
incorporated herein by reference.


ITEM 9. UNDERTAKINGS

      (a)   The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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, as amended (the "Securities Act") each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            (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) 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)

                                       2
<PAGE>   4

or Section 15(d) of the Securities 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) 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.


                 [ Remainder of Page Intentionally Left Blank ]

                                       3
<PAGE>   5

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
E.piphany, Inc., 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of San Mateo, State of
California, on April 26, 2001.

                                        E.PIPHANY, INC.

                                        By: /s/ Roger S. Siboni
                                           -------------------------------------
                                           Roger S. Siboni
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roger S. Siboni and Kevin J. Yeaman and each of
them, acting individually, as his or her attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8 (including post-effective
amendments) and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to the Registration Statement on Form S-8.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.

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

/s/ Roger S. Siboni                President, Chief Executive Officer         April 26, 2001
-----------------------------        and Director (Principal Executive
Roger S. Siboni                      Officer)


/s/ Kevin J. Yeaman                Chief Financial Officer (Principal
-----------------------------        Financial and Accounting Officer)        April 26, 2001
Kevin J. Yeaman


/s/ Paul M. Hazen
-----------------------------      Director                                   April 26, 2001
Paul M. Hazen


/s/ Robert L. Joss
-----------------------------      Director                                   April 26, 2001
Robert L. Joss



-----------------------------      Director
Sam H. Lee


/s/ Douglas J. MacKenzie
-----------------------------      Director                                   April 26, 2001
Douglas J. MacKenzie


/s/ Gayle Crowell
-----------------------------      Director                                   April 26, 2001
Gayle Crowell


/s/ Jenny J. Ming
-----------------------------      Director                                   April 26, 2001
Jenny J. Ming
</TABLE>


<PAGE>   6

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                                 Document
-------     --------------------------------------------------------------------
<S>         <C>
  4.1*      Specimen Common Stock Certificate

  5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation ("WSGR"), with respect to the legality of the
            securities being registered.

 23.1       Consent of Arthur Andersen, LLP, Independent Public Accountants

 23.2       Consent of WSGR (contained in Exhibit 5.1)

 24.1       Power of Attorney (see page 4)

 99.1       Moss Software, Inc. 1997 Stock Option Plan and form of agreement
            thereunder.

 99.2       Moss Software, Inc. 2001 Stock Option Plan and form of agreement
            thereunder
</TABLE>

----------
* Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-82799), declared effective on September 21, 1999, and
incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "f71843ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16252}]
{"company-data": {"conformed-name": "E PIPHANY INC", "cik": "0001089613", "assigned-sic": "7389", "irs-number": "770443392", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59602", "film-number": "1612090"}, "business-address": {"street1": "1900 S NORFOLK ST", "street2": "SUITE 310", "city": "SAN MATEO", "state": "CA", "zip": "94403", "phone": "6504962430"}}
1
         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2001
                                                      REGISTRATION NO. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 E.PIPHANY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                    1900 SOUTH NORFOLK STREET, SUITE 310                  77-0443392
(STATE OF INCORPORATION)                SAN MATEO, CALIFORNIA 94403          (I.R.S. EMPLOYER IDENTIFICATION NO.)
                                     (ADDRESS, INCLUDING ZIP CODE, OF
                                  REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MOSS SOFTWARE, INC. 1997 STOCK OPTION PLAN
                   MOSS SOFTWARE, INC. 2001 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                                 ROGER S. SIBONI
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 E.PIPHANY, INC.
                      1900 SOUTH NORFOLK STREET, SUITE 310
                           SAN MATEO, CALIFORNIA 94403
                                 (650) 356-3800
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                              AARON J. ALTER, ESQ.
                            N. ANTHONY JEFFRIES, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300
CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                          PROPOSED       PROPOSED
             TITLE OF SECURITIES TO        AMOUNT          MAXIMUM        MAXIMUM       AMOUNT OF
                 BE REGISTERED             TO BE       OFFERING PRICE    AGGREGATE    REGISTRATION
                                         REGISTERED       PER SHARE    OFFERING PRICE     FEE
--------------------------------------------------------------------------------------------------
Moss Software 1997 Stock Option Plan      38,017(1)       $10.27(2)     $  390,435(2)       $98(2)
--------------------------------------------------------------------------------------------------
Moss Software 2001 Stock Option Plan     138,717(1)        10.27(3)      1,424,624(3)       356(3)
--------------------------------------------------------------------------------------------------
Totals                                   176,734                        $1,815,059         $454
--------------------------------------------------------------------------------------------------
(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the Plans being registered
      pursuant to this Registration Statement by reason of any stock dividend,
      stock split, recapitalization or other similar transaction effected
      without the receipt of consideration which results in an increase in the
      number of the Registrant's outstanding shares of Common Stock.

(2)   Computed in accordance with Rule 457(c) under the Securities Act of 1933,
      as amended (the "Securities Act"), solely for the purpose of calculating
      the registration fee. With respect to 38,017 shares subject to outstanding
      options to purchase Common Stock under the Moss Software 1997 Stock Option
      Plan, the proposed maximum offering price per share is equal to the
      average of the high and low price per share of E.piphany's common stock on
      the Nasdaq Stock Market's National Market as reported on April 23, 2001 of
      $10.27 per share pursuant to Rule 457(c) under the Securities Act.

(3)   Computed in accordance with Rule 457(c) under the Securities Act of 1933,
      as amended (the "Securities Act"), solely for the purpose of calculating
      the registration fee. With respect to 138,717 shares subject to
      outstanding options to purchase Common Stock under the Moss Software 2001
      Stock Option Plan, the proposed maximum offering price per share is equal
      to the average of the high and low price per share of E.piphany's common
      stock on the Nasdaq Stock Market's National Market as reported on April
      23, 2001 of $10.27 per share pursuant to Rule 457(c) under the Securities
      Act.
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      There is hereby incorporated by reference into this Registration
Statement and into the Prospectuses relating to this Registration Statement
pursuant to Rule 428 the following document and information previously filed
with the Securities and Exchange Commission (the "Commission"):

      1.    The Registrant's Annual Report on Form 10-K, filed pursuant to
            Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act") (SEC File No. 000-27183), on April 2,
            2001.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which registers all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be 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

      The validity of the shares of Common Stock offered pursuant to this
Registration Statement will be passed upon by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California. Certain members of Wilson
Sonsini Goodrich & Rosati, Professional Corporation, who have primary
responsibility for the Registrant, beneficially own approximately 6,750 shares
of the Registrant's Common Stock.

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 the current law.

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

      Article VI of the Registrant's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably believed to be in and not
opposed to the best interest of the Registrant, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his or her conduct was unlawful.

                                       1
3

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8. EXHIBITS
Exhibit
Number                           Document
-------     --------------------------------------------------------------------
4.1*      Specimen Common Stock Certificate

  5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation ("WSGR"), with respect to the legality of the
            securities being registered.

 23.1       Consent of Arthur Andersen, LLP, Independent Public Accountants

 23.2       Consent of WSGR (contained in Exhibit 5.1)

 24.1       Power of Attorney (see page 4)

 99.1       Moss Software, Inc. 1997 Stock Option Plan and form of agreement
            thereunder.

 99.2       Moss Software, Inc. 2001 Stock Option Plan and form of agreement
            thereunder.
----------

      * Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-82799), declared effective on September 21, 1999, and
incorporated herein by reference.

ITEM 9. UNDERTAKINGS

      (a)   The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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, as amended (the "Securities Act") each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            (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) 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)

                                       2
4

or Section 15(d) of the Securities 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) 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.

                 [ Remainder of Page Intentionally Left Blank ]

                                       3
5

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
E.piphany, Inc., 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of San Mateo, State of
California, on April 26, 2001.

                                        E.PIPHANY, INC.

                                        By: /s/ Roger S. Siboni
                                           -------------------------------------
                                           Roger S. Siboni
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roger S. Siboni and Kevin J. Yeaman and each of
them, acting individually, as his or her attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8 (including post-effective
amendments) and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to the Registration Statement on Form S-8.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
SIGNATURE                             TITLE                            DATE
-----------------------------      ------------------------------------       -------------
/s/ Roger S. Siboni                President, Chief Executive Officer         April 26, 2001
-----------------------------        and Director (Principal Executive
Roger S. Siboni                      Officer)

/s/ Kevin J. Yeaman                Chief Financial Officer (Principal
-----------------------------        Financial and Accounting Officer)        April 26, 2001
Kevin J. Yeaman

/s/ Paul M. Hazen
-----------------------------      Director                                   April 26, 2001
Paul M. Hazen

/s/ Robert L. Joss
-----------------------------      Director                                   April 26, 2001
Robert L. Joss

-----------------------------      Director
Sam H. Lee

/s/ Douglas J. MacKenzie
-----------------------------      Director                                   April 26, 2001
Douglas J. MacKenzie

/s/ Gayle Crowell
-----------------------------      Director                                   April 26, 2001
Gayle Crowell

/s/ Jenny J. Ming
-----------------------------      Director                                   April 26, 2001
Jenny J. Ming
6

                                INDEX TO EXHIBITS
Exhibit
Number                                 Document
-------     --------------------------------------------------------------------
4.1*      Specimen Common Stock Certificate

  5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation ("WSGR"), with respect to the legality of the
            securities being registered.

 23.1       Consent of Arthur Andersen, LLP, Independent Public Accountants

 23.2       Consent of WSGR (contained in Exhibit 5.1)

 24.1       Power of Attorney (see page 4)

 99.1       Moss Software, Inc. 1997 Stock Option Plan and form of agreement
            thereunder.

 99.2       Moss Software, Inc. 2001 Stock Option Plan and form of agreement
            thereunder
----------
* Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-82799), declared effective on September 21, 1999, and
incorporated herein by reference.