<PAGE>   1
         As filed with the Securities and Exchange Commission on April 9, 1997
                                               Registration No. 33-___________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                            MICRO FOCUS GROUP PLC
            (Exact name of registrant as specified in its charter)

          England and Wales                       Not Applicable
      (State of incorporation)         (I.R.S. employer identification no.)

                           The Lawn, Old Bath Road
                          Newbury, England RG14 1QN
                   (Address of principal executive offices)

                         1983-1984 Share Option Plan
                           1991 Share Option Plan
                         1994 Employee Benefit Trust
                            1996 Share Option Plan
                          (Full title of the plans)

                              Anthony R. Muller
                           Chief Financial Officer
                            Micro Focus Group plc
                         c/o Micro Focus Incorporated
                           2465 East Bayshore Road
                         Palo Alto, California 94303
                                (415) 856-4161
          (Name, address and telephone number of agent for service)

                         Copies of Communications to:
                               Fritz K. Koehler
                              Corporate Attorney
                            Micro Focus Group plc
                         c/o Micro Focus Incorporated
                           2465 East Bayshore Road
                         Palo Alto, California 94303



                       CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
-------------------------------------- ---------------- ----------------------- -------------------------- ---------------
                                           Amount          Proposed Maximum         Proposed Maximum         Amount of
         Title of Securities                Being           Offering Price         Aggregate Offering       Registration
          Being Registered               Registered           Per Share                   Price                 Fee
-------------------------------------- ---------------- ----------------------- -------------------------- ---------------
<S>                                      <C>              <C>                     <C>                        <C>      
Ordinary Shares,  GBP 0.10 par
value, or ADS's (1)                      1,181,041(2)          $19.16(3)             $22,628,745.56          $ 6,857.20
                                                                                                                       
Ordinary Shares, GBP 0.10 par value,                                                                                   
or ADS's (1)                                26,136(4)          $27.25(5)             $   712,206.00          $   215.82
                                                                                                                       
Ordinary Shares, GBP 0.10 par value,                                                                                   
or ADS's (1)                               940,952(6)          $28.44(5)             $26,760,674.88          $ 8,109.30
                                                                                                                       
Ordinary Shares, GBP 0.10 par value,                                                                                   
or ADS's (1)                               616,100(7)          $11.36(5)             $ 6,998,896.00          $ 2,120.88
                                                                                                                       
Ordinary Shares, GBP 0.10 par value,                                                                                   
or ADS's (1)                               322,025(8)          $17.29(5)             $ 5,567,812.25          $ 1,687.22
                                                                                                                       
                                                                                                                       
                                                                                                                       
                                         ---------                                   --------------          ----------
Total                                    3,086,254                                   $62,668,334.69          $18,990.42
-------------------------------------    ---------                                   --------------          ----------
</TABLE>


<PAGE>   2

 (1) "ADS's" are American Depositary Shares which represent Ordinary Shares of
     the Registrant, GBP 0.10 par value. A separate registration statement on
     Form F-6 (File No. 33-34422) filed with the Securities and Exchange
     Commission on April 18, 1990 has been declared effective with respect to
     the American Depositary Shares represented by American Depositary Receipts
     issuable on a one-for-one basis with the Ordinary Shares registered hereby
     upon deposit of such Ordinary Shares.

 (2) Shares available for issuance and not yet subject to outstanding options as
     of April 7, 1997 under the 1994 Employee Benefit Trust and the 1996 Share
     Option Plan.

 (3) Estimated as of April 3, 1997 pursuant to Rule 457(c) solely for the
     purpose of calculating the registration fee.

 (4) Shares subject to outstanding options as of April 7, 1997 under the
     1983-1984 Share Option Plan.

 (5) Weighted average per share exercise price for such outstanding options
     pursuant to Rule 457(h)(1).  Converted to U.S. Dollars from G.B. Pound
     on the basis of $1.63 per G.B. Pound.

 (6) Shares subject to outstanding options as of April 7, 1997 under the 1991
     Share Option Plan.

 (7) Shares subject to outstanding options as of April 7, 1997 under the 1994
     Employee Benefit Trust.

 (8) Shares subject to outstanding options as of April 7, 1997 under the 1996
     Share Option Plan.



                                       2

<PAGE>   3

                                  PART II

Item 3.  Incorporation of Documents by Reference.

      The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

       (a)  The Registrant's Form 20-F filed on June 3, 1996 with the Commission
            (the "1996 Form 20-F") pursuant to Section 13 or 15(d) of the
            Securities Exchange Act of 1934 (the "Exchange Act"), that contains
            audited financial statements for the fiscal year ended January 31,
            1996.

      (b)   The financial statements for the Registrant's latest fiscal year
            ended January 31, 1997 set forth on pages 7 through 56 of the
            Registrants' 1996 Annual Report, which is contained in Registrant's
            Form 6-K furnished on March 28, 1997 to the Commission pursuant to
            Rule 13a-16 of the Exchange Act.

      (c)   The description of the Registrant's Ordinary Shares contained in the
            1996 Form 20-F, including any amendment or report filed for the
            purpose of updating such description.

      All documents subsequently filed by the Registrant 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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      None.

Item 6.  Indemnification of Directors and Officers.

      The Registrant's Articles of Association contain a provision to the effect
that, so far as permitted by the statutory provisions of English law concerning
companies, the directors, other officers and auditor of Registrant shall be
indemnified by the Registrant against liabilities incurred by them in relation
to the exercise of their duties as directors, officers or the auditor of
Registrant, respectively. However, Section 310 of the Companies Act 1985 renders
any such indemnity ineffective to the extent it covers any negligence, default,
breach of duty or breach of trust of which the director, other director or
auditor may be guilty in relation to the Registrant, except to the extent that
it covers liabilities incurred by the director, other officer or auditor,
respectively, in respect of court proceedings in which judgment or relief is
given in his favor.

      The Registrant's policy is to enter into indemnity agreements with each of
its directors and executive officers. In addition, Micro Focus Incorporated, a
subsidiary of Registrant incorporated under the laws of the State of California,
has also entered into indemnity agreements with certain of the Registrant's
directors and executive officers. The indemnity agreements provide that
directors and executive officers will be indemnified and held harmless to the
fullest possible extent permitted by law including against all expenses
(including attorneys' fee), judgments, fines and settlement amounts paid or



                                       3
<PAGE>   4

reasonably incurred by them in any action, suit or proceeding, including any
derivative action by or in the right of the Registrant, on account of their
services as directors, officers, employees or agents of the Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are serving in such capacities at the request of the Registrant. Neither
the Registrant nor Micro Focus Incorporated will be obligated pursuant to the
agreements to indemnify or advance expenses to an indemnified party with respect
to proceedings or claims: (i) initiated by the indemnified party and not by way
of defense, except with respect to a proceeding authorized by the Board of
Directors and successful proceedings brought to enforce a right to
indemnification under the indemnification agreements; (ii) for any amounts paid
in settlement of a proceeding unless the Registrant consents to such settlement;
(iii) on account of any suit in which judgment is rendered against the
indemnified party for an accounting of profits made from the purchase or sale by
the indemnified party of securities of the Registrant pursuant to the provisions
of Section 16(b) of the Exchange Act and related laws; (iv) on account of
conduct by an indemnified party that is finally adjudged to have not been honest
and reasonable under the circumstances; (v) on account of any criminal action or
proceeding arising out of conduct that the indemnified party had reasonable
cause to believe was unlawful; (vi) if the liabilities relating thereto are paid
to the indemnified party by an insurance carrier under a directors' and
officers' liability insurance policy maintained by the Registrant or Micro Focus
Incorporated; or (vii) if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.

      The indemnity agreements are not exclusive of any rights a director, other
officer or auditor may have under the Articles of Association, other agreements,
any majority-in-interest vote of the shareholders or vote of disinterested
directors, applicable law or otherwise.

      The indemnification provision in the Articles of Association, and the
indemnity agreements, may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act. In addition, the Registrant has directors' and officers'
liability insurance.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      4.01  Registrant's 1983-1984 Share Option Plan, as amended, and related
            documents.

      4.02  Registrant's 1991 Share Option Plan, as amended, and related
            documents.

      4.03  Registrant's 1994 Employee Benefit Trust and related documents.

      4.04  Registrant's 1996 Share Option Plan and related documents.

      5.01  Opinion of Memery Crystal.

      23.01 Consent of Memery Crystal (included in Exhibit 5.01).

      23.02 Consent of Ernst & Young.

      24.01 Power of Attorney (see the section in this Registration Statement
            entitled "Power of Attorney").



                                       4
<PAGE>   5

Item 9.  Undertakings.

      The 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;

            (i)   To include any prospectus required by Section 10(a)(3) of
      the Securities Act of 1933, as amended (the "Securities Act");

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of this 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) if, in the aggregate, the changes in volume and
      price represent no more than a 20 percent 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 (1)(i) and (1)(ii) do not apply
      if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
      the information required to be included in a post-effective amendment by
      those paragraphs is contained in periodic reports filed with or furnished
      to the Commission by the registrant pursuant to Section 13 or 15(d) of the
      Exchange Act that are incorporated by reference in the Registration
      Statement.

      (2) 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

      (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.

      The 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 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      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 Commission, such indemnification is


                                       5
<PAGE>   6

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.



                                       6
<PAGE>   7

                                  SIGNATURES


      Pursuant to the requirements of the Securities Act, 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 Palo Alto, State of California, on the 9th day of
April, 1997.

                              MICRO FOCUS GROUP PLC



                              By: /s/ Anthony R. Muller
                                  ----------------------------------------------
                                  Anthony R. Muller
                                  Senior Vice President, Finance and
                                  Administration, and Chief Financial Officer



                                       7
<PAGE>   8

                              POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Marcelo Gumucio and Anthony R. Muller,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, 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 on Form S-8, and to file the same with all
exhibits thereto and all 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 and about the premises, as fully to
all intents and purposes as he or it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, 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 by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
       Signature                   Title                          Date
       ---------                   -----                          ----
<S>                           <C>                            <C> 
Principal Executive Officer:

/s/ M.A. GUMUCIO              Chief Executive Officer         April 7, 1997
---------------------------   and a Director
Marcelo Gumucio         


Principal Financial and
 Accounting Officer:

/s/ Anthony R. Muller         Senior Vice President,         April 7, 1997
---------------------------   Finance and Administration,  
Anthony R. Muller             and Chief Financial Officer  


Additional Directors:


---------------------------   Director                        April ___, 1997
Harold Hughes


/s/ Michael Gullard           Director                        April 9, 1997
---------------------------
Michael Gullard


                              Director                        April ___, 1997
---------------------------
Ron Forbes


/s/ Paul Adams                Director                        April 7, 1997
---------------------------
Paul Adams
</TABLE>





                                       8
<PAGE>   9




                                Exhibit Index



<TABLE>
<CAPTION>
Exhibit No.                      Description
-----------                      -----------
<S>          <C>
     4.01    Registrant's 1983-1984 Share Option Plan, as amended, and related
             documents.

     4.02    Registrant's 1991 Share Option Plan, as amended, and related
             documents.

     4.03    Registrant's 1994 Employee Benefit Trust and related documents.

     4.04    Registrant's 1996 Share Option Plan and related documents.

     5.01    Opinion of Memery Crystal.

    23.01    Consent of Memery Crystal (included in Exhibit 5.01).

    23.02    Consent of Ernst & Young.

    24.01    Power of Attorney (see the section in this Registration Statement
             entitled "Power of Attorney").
</TABLE>


                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21719}]
{"company-data": {"conformed-name": "MICRO FOCUS GROUP PUBLIC LIMITED COMPANY", "cik": "0000881581", "assigned-sic": "3577", "irs-number": "000000000", "state-of-incorporation": "X0", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24867", "film-number": "97577522"}, "business-address": {"street1": "THE LAWN OLD BATH ROAD", "city": "NEWBURY ENGLAND", "state": "X0"}, "mail-address": {"street1": "MICRO FOCUS GROUP PUBLIC LIMITED CO", "street2": "2465 EAST BAYSHORE ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}}
1
         As filed with the Securities and Exchange Commission on April 9, 1997
                                               Registration No. 33-___________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                            MICRO FOCUS GROUP PLC
            (Exact name of registrant as specified in its charter)

          England and Wales                       Not Applicable
      (State of incorporation)         (I.R.S. employer identification no.)

                           The Lawn, Old Bath Road
                          Newbury, England RG14 1QN
                   (Address of principal executive offices)

                         1983-1984 Share Option Plan
                           1991 Share Option Plan
                         1994 Employee Benefit Trust
                            1996 Share Option Plan
                          (Full title of the plans)

                              Anthony R. Muller
                           Chief Financial Officer
                            Micro Focus Group plc
                         c/o Micro Focus Incorporated
                           2465 East Bayshore Road
                         Palo Alto, California 94303
                                (415) 856-4161
          (Name, address and telephone number of agent for service)

                         Copies of Communications to:
                               Fritz K. Koehler
                              Corporate Attorney
                            Micro Focus Group plc
                         c/o Micro Focus Incorporated
                           2465 East Bayshore Road
                         Palo Alto, California 94303

                       CALCULATION OF REGISTRATION FEE
-------------------------------------- ---------------- ----------------------- -------------------------- ---------------
                                           Amount          Proposed Maximum         Proposed Maximum         Amount of
         Title of Securities                Being           Offering Price         Aggregate Offering       Registration
          Being Registered               Registered           Per Share                   Price                 Fee
-------------------------------------- ---------------- ----------------------- -------------------------- ---------------
Ordinary Shares,  GBP 0.10 par
value, or ADS's (1)                      1,181,041(2)          $19.16(3)             $22,628,745.56          $ 6,857.20
                                                                                                                       
Ordinary Shares, GBP 0.10 par value,                                                                                   
or ADS's (1)                                26,136(4)          $27.25(5)             $   712,206.00          $   215.82
                                                                                                                       
Ordinary Shares, GBP 0.10 par value,                                                                                   
or ADS's (1)                               940,952(6)          $28.44(5)             $26,760,674.88          $ 8,109.30
                                                                                                                       
Ordinary Shares, GBP 0.10 par value,                                                                                   
or ADS's (1)                               616,100(7)          $11.36(5)             $ 6,998,896.00          $ 2,120.88
                                                                                                                       
Ordinary Shares, GBP 0.10 par value,                                                                                   
or ADS's (1)                               322,025(8)          $17.29(5)             $ 5,567,812.25          $ 1,687.22
                                                                                                                       
                                                                                                                       
                                                                                                                       
                                         ---------                                   --------------          ----------
Total                                    3,086,254                                   $62,668,334.69          $18,990.42
-------------------------------------    ---------                                   --------------          ----------
2

 (1) "ADS's" are American Depositary Shares which represent Ordinary Shares of
     the Registrant, GBP 0.10 par value. A separate registration statement on
     Form F-6 (File No. 33-34422) filed with the Securities and Exchange
     Commission on April 18, 1990 has been declared effective with respect to
     the American Depositary Shares represented by American Depositary Receipts
     issuable on a one-for-one basis with the Ordinary Shares registered hereby
     upon deposit of such Ordinary Shares.

 (2) Shares available for issuance and not yet subject to outstanding options as
     of April 7, 1997 under the 1994 Employee Benefit Trust and the 1996 Share
     Option Plan.

 (3) Estimated as of April 3, 1997 pursuant to Rule 457(c) solely for the
     purpose of calculating the registration fee.

 (4) Shares subject to outstanding options as of April 7, 1997 under the
     1983-1984 Share Option Plan.

 (5) Weighted average per share exercise price for such outstanding options
     pursuant to Rule 457(h)(1).  Converted to U.S. Dollars from G.B. Pound
     on the basis of $1.63 per G.B. Pound.

 (6) Shares subject to outstanding options as of April 7, 1997 under the 1991
     Share Option Plan.

 (7) Shares subject to outstanding options as of April 7, 1997 under the 1994
     Employee Benefit Trust.

 (8) Shares subject to outstanding options as of April 7, 1997 under the 1996
     Share Option Plan.

                                       2
3

                                  PART II

Item 3.  Incorporation of Documents by Reference.

      The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

       (a)  The Registrant's Form 20-F filed on June 3, 1996 with the Commission
            (the "1996 Form 20-F") pursuant to Section 13 or 15(d) of the
            Securities Exchange Act of 1934 (the "Exchange Act"), that contains
            audited financial statements for the fiscal year ended January 31,
            1996.

      (b)   The financial statements for the Registrant's latest fiscal year
            ended January 31, 1997 set forth on pages 7 through 56 of the
            Registrants' 1996 Annual Report, which is contained in Registrant's
            Form 6-K furnished on March 28, 1997 to the Commission pursuant to
            Rule 13a-16 of the Exchange Act.

      (c)   The description of the Registrant's Ordinary Shares contained in the
            1996 Form 20-F, including any amendment or report filed for the
            purpose of updating such description.

      All documents subsequently filed by the Registrant 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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      None.

Item 6.  Indemnification of Directors and Officers.

      The Registrant's Articles of Association contain a provision to the effect
that, so far as permitted by the statutory provisions of English law concerning
companies, the directors, other officers and auditor of Registrant shall be
indemnified by the Registrant against liabilities incurred by them in relation
to the exercise of their duties as directors, officers or the auditor of
Registrant, respectively. However, Section 310 of the Companies Act 1985 renders
any such indemnity ineffective to the extent it covers any negligence, default,
breach of duty or breach of trust of which the director, other director or
auditor may be guilty in relation to the Registrant, except to the extent that
it covers liabilities incurred by the director, other officer or auditor,
respectively, in respect of court proceedings in which judgment or relief is
given in his favor.

      The Registrant's policy is to enter into indemnity agreements with each of
its directors and executive officers. In addition, Micro Focus Incorporated, a
subsidiary of Registrant incorporated under the laws of the State of California,
has also entered into indemnity agreements with certain of the Registrant's
directors and executive officers. The indemnity agreements provide that
directors and executive officers will be indemnified and held harmless to the
fullest possible extent permitted by law including against all expenses
(including attorneys' fee), judgments, fines and settlement amounts paid or

                                       3
4

reasonably incurred by them in any action, suit or proceeding, including any
derivative action by or in the right of the Registrant, on account of their
services as directors, officers, employees or agents of the Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are serving in such capacities at the request of the Registrant. Neither
the Registrant nor Micro Focus Incorporated will be obligated pursuant to the
agreements to indemnify or advance expenses to an indemnified party with respect
to proceedings or claims: (i) initiated by the indemnified party and not by way
of defense, except with respect to a proceeding authorized by the Board of
Directors and successful proceedings brought to enforce a right to
indemnification under the indemnification agreements; (ii) for any amounts paid
in settlement of a proceeding unless the Registrant consents to such settlement;
(iii) on account of any suit in which judgment is rendered against the
indemnified party for an accounting of profits made from the purchase or sale by
the indemnified party of securities of the Registrant pursuant to the provisions
of Section 16(b) of the Exchange Act and related laws; (iv) on account of
conduct by an indemnified party that is finally adjudged to have not been honest
and reasonable under the circumstances; (v) on account of any criminal action or
proceeding arising out of conduct that the indemnified party had reasonable
cause to believe was unlawful; (vi) if the liabilities relating thereto are paid
to the indemnified party by an insurance carrier under a directors' and
officers' liability insurance policy maintained by the Registrant or Micro Focus
Incorporated; or (vii) if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.

      The indemnity agreements are not exclusive of any rights a director, other
officer or auditor may have under the Articles of Association, other agreements,
any majority-in-interest vote of the shareholders or vote of disinterested
directors, applicable law or otherwise.

      The indemnification provision in the Articles of Association, and the
indemnity agreements, may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act. In addition, the Registrant has directors' and officers'
liability insurance.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      4.01  Registrant's 1983-1984 Share Option Plan, as amended, and related
            documents.

      4.02  Registrant's 1991 Share Option Plan, as amended, and related
            documents.

      4.03  Registrant's 1994 Employee Benefit Trust and related documents.

      4.04  Registrant's 1996 Share Option Plan and related documents.

      5.01  Opinion of Memery Crystal.

      23.01 Consent of Memery Crystal (included in Exhibit 5.01).

      23.02 Consent of Ernst & Young.

      24.01 Power of Attorney (see the section in this Registration Statement
            entitled "Power of Attorney").

                                       4
5

Item 9.  Undertakings.

      The 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;

            (i)   To include any prospectus required by Section 10(a)(3) of
      the Securities Act of 1933, as amended (the "Securities Act");

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of this 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) if, in the aggregate, the changes in volume and
      price represent no more than a 20 percent 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 (1)(i) and (1)(ii) do not apply
      if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
      the information required to be included in a post-effective amendment by
      those paragraphs is contained in periodic reports filed with or furnished
      to the Commission by the registrant pursuant to Section 13 or 15(d) of the
      Exchange Act that are incorporated by reference in the Registration
      Statement.

      (2) 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

      (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.

      The 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 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      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 Commission, such indemnification is

                                       5
6

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.

                                       6
7

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Palo Alto, State of California, on the 9th day of
April, 1997.

                              MICRO FOCUS GROUP PLC

                              By: /s/ Anthony R. Muller
                                  ----------------------------------------------
                                  Anthony R. Muller
                                  Senior Vice President, Finance and
                                  Administration, and Chief Financial Officer

                                       7
8

                              POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Marcelo Gumucio and Anthony R. Muller,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, 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 on Form S-8, and to file the same with all
exhibits thereto and all 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 and about the premises, as fully to
all intents and purposes as he or it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, 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 by the following persons in the capacities and on the
dates indicated.
Signature                   Title                          Date
       ---------                   -----                          ----
Principal Executive Officer:

/s/ M.A. GUMUCIO              Chief Executive Officer         April 7, 1997
---------------------------   and a Director
Marcelo Gumucio         

Principal Financial and
 Accounting Officer:

/s/ Anthony R. Muller         Senior Vice President,         April 7, 1997
---------------------------   Finance and Administration,  
Anthony R. Muller             and Chief Financial Officer  

Additional Directors:

---------------------------   Director                        April ___, 1997
Harold Hughes

/s/ Michael Gullard           Director                        April 9, 1997
---------------------------
Michael Gullard

                              Director                        April ___, 1997
---------------------------
Ron Forbes

/s/ Paul Adams                Director                        April 7, 1997
---------------------------
Paul Adams
8
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                                Exhibit Index
Exhibit No.                      Description
-----------                      -----------
4.01    Registrant's 1983-1984 Share Option Plan, as amended, and related
             documents.

     4.02    Registrant's 1991 Share Option Plan, as amended, and related
             documents.

     4.03    Registrant's 1994 Employee Benefit Trust and related documents.

     4.04    Registrant's 1996 Share Option Plan and related documents.

     5.01    Opinion of Memery Crystal.

    23.01    Consent of Memery Crystal (included in Exhibit 5.01).

    23.02    Consent of Ernst & Young.

    24.01    Power of Attorney (see the section in this Registration Statement
             entitled "Power of Attorney").
9