<PAGE>   1
    As Filed With the Securities and Exchange Commission on December 1, 1997

                                            Registration No. 333-______________
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          PLATINUM SOFTWARE CORPORATION
                    (Exact name of registrant as specified in its charter)

                 Delaware                                  33-0277592
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

               195 Technology Drive, Irvine, California 92618-2402
               (Address of Principal Executive Offices) (Zip Code)


                       1997 NONQUALIFIED STOCK OPTION PLAN
             PLATINUM SOFTWARE CORPORATION CLIENTELE INCENTIVE PLAN
                              (Full title of plans)



                    L. George Klaus, Chief Executive Officer
                          Platinum Software Corporation
                              195 Technology Drive
                          Irvine, California 92618-2402
                     (Name and address of agent for service)

                                 (714) 453-4000
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Perry Tarnofsky, Esq.
                          Platinum Software Corporation
                              195 Technology Drive
                              Irvine, CA 92618-2402




<PAGE>   2

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                       Proposed maximum    Proposed maximum
Title of securities   Amount to be      offering price         aggregate         Amount of
 to be registered    registered (1)        per share        offering price    registration fee
-------------------- ---------------- -------------------- ------------------ -----------------
<S>                      <C>                   <C>          <C>                  <C>      
   Common Stock,         712,357               (2)          $5,455,396 (2)       $1,704.82
   $.001 par value       shares
-----------------------------------------------------------------------------------------------
</TABLE>

(1)     This Registration Statement covers an aggregate of 500,000 shares of
        Common Stock which may be issued pursuant to Registrant's 1997
        Nonqualified Stock Option Plan (the "Plan") and 212,357 shares of Common
        Stock which may be issued pursuant to Registrant's Clientele Stock
        Incentive Plan ("Clientele Plan"); together with such additional shares
        of such Common Stock as may be issued to the holders of such options
        pursuant to anti-dilution provisions.

(2)     In accordance with Rule 457(h), the aggregate offering price of 602,154
        shares of Common Stock registered hereby which would be issued upon
        exercise of options granted under the Plan and the Clientele Plan are
        based upon the per share exercise price of such options, the weighted
        average of which is $7.63 per share. With respect to the remaining
        110,203 shares of Common Stock registered hereby which would be issued
        upon exercise of the remaining options which Registrant is authorized to
        issue under its Plan, the aggregate offering price is estimated solely
        for purposes of calculating the registration fee, in accordance with
        Rule 457(h) on the basis of the price of securities of the same class,
        as determined in accordance with Rule 457(c), using the average of the
        high and low price reported by NASDAQ National Market System for the
        Common Stock on November 25, 1997, which was $7.8125 per share.


                                       2
<PAGE>   3
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

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

        (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997.

        (b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.

        (c) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report referred to
in (a) above.

        (d) The description of the Registrant's Common Stock which is contained
in the Registrant's registration statement on Form 8-A filed on October 15, 1992
pursuant to Section 12 of the Exchange Act, 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 to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
the filing of such documents; except as to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions. For the purposes of this registration statement, any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.  Description of Securities.

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        Not applicable.

Item 6.  Indemnification of Directors and Officers.

        (a) As permitted by the Delaware General Corporation Law, the Second
Restated Certificate of Incorporation eliminates the liability of directors to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent otherwise required by the Delaware
General Corporation Law.

        (b) The Amended and Restated Certificate of Incorporation provides that
the Registrant will indemnify each person who was or is made a party to any
proceeding by reason of the fact that 


                                      II-1
<PAGE>   4
such person is or was a director or officer of the Registrant against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith to the fullest extent authorized by the Delaware General
Corporation Law. The Registrant's Amended and Restated Bylaws provide for a
similar indemnity to directors and officers of the Company to the fullest extent
authorized by the Delaware General Corporation Law.

        (c) The Registrant has entered into indemnification agreements with each
of its directors and executive officers. The indemnification agreements provide
for the indemnification of directors and executive officers of the Registrant
against any and all expenses, judgments, fines, penalties and amounts paid in
settlement, to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.

        Not Applicable.

Item 8.  Exhibits.

        4.1    Platinum Software Corporation 1997 Nonqualified Stock Option 
               Plan.*

        4.2    Platinum Software Corporation Clientele Stock Incentive Plan.**

        5.1    Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
               Corporation.

        23.1   Consent of Stradling, Yocca, Carlson & Rauth, a Professional
               Corporation (included in Exhibit 5.1).

        23.2   Consent of Ernst & Young LLP, Independent Accountants

        24.1   Power of Attorney (included on the signature page to the
               Registration Statement - see pages II-4 through II-6).
               --------------------
               *Incorporated by reference to Exhibit 10.46 to the Company's
                quarterly report on Form 10-Q for the quarter ended September 
                30, 1997.

              **Incorporated by reference to Exhibit 10.45 to the Company's
                Annual Report on Form 10-K for the fiscal year ended June 
                30, 1997.

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:

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

                      (ii) To reflect in the prospectus any facts or events
                      arising after the effective date of the registration
                      statement (or the most recent post-effective amendment
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in the registration statement;

                                      II-2
<PAGE>   5
                      (iii) To include any material information with respect to
                      the plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the registration statement is on Form S-3 or Form S-8, and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 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.

               (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) or Section 15(d) of
        the Exchange Act (and, where applicable, each filing of an employee
        benefit plan's annual report pursuant to Section 15(d) of the Exchange
        Act) that is incorporated by reference in the registration statement
        shall be deemed to be a new registration statement relating to the
        securities offered 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 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 Act
        and will be governed by the final adjudication of such issue.



                                      II-3
<PAGE>   6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 Irvine, State of California, on the 20th day of
November, 1997.


                         PLATINUM SOFTWARE CORPORATION



                         By:  /s/ L. George Klaus
                              ---------------------------------------------
                             L. George Klaus
                             Chairman of the Board, Chief Executive Officer
                             and President

                                      II-4
<PAGE>   7
                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Platinum Software
Corporation, do hereby constitute and appoint L. George Klaus and Michael J.
Simmons, or either of them, our true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite are necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorney-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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> 
      /s/ L. George Klaus          Chairman of the Board,        November 20, 1997
      ----------------------       Chief Executive Officer and
      L. George Klaus              President
                    


      /s/ Michael J. Simmons       Chief Financial Officer       November 20, 1997
      ----------------------       (Principal Financial
      Michael J. Simmons           Officer)


      /s/ Paul G. Mazzarella       Corporate Controller          November 20, 1997
      ----------------------       (Principal Accounting
      Paul G. Mazzarella           Officer)
                                   

      /s/ Carmelo J. Santoro       Director                      November 20, 1997
      ----------------------
      Carmelo J. Santoro


      /s/ Arthur J. Marks          Director                      November 20, 1997
      ----------------------       
      Arthur J. Marks


      /s/ L. John Doerr            Director                      November 20, 1997
      ----------------------       
      L. John Doerr



      ----------------------       Director                      ________, 1997
      Richard J. Goeglein
</TABLE>

                                      II-5
<PAGE>   8
                 (SIGNATURE PAGE TO POWER OF ATTORNEY CONTINUED)


<TABLE>
<S>                               <C>                             <C> 
      /s/ Donald R. Dixon          Director                      November 20, 1997
      -----------------------
      Donald R. Dixon


      /s/ W. Douglas Hajjar
      ------------------------     Director                      November 20, 1997
      W. Douglas Hajjar
</TABLE>

                                      II-6
<PAGE>   9
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
  Exhibit                                                                          Sequential
  Number                                 Description                               Page Number
  ------                                 -----------                               -----------
<S>      <C>                                                                      <C>     
         4.1  Platinum Software Corporation 1997 Nonqualified Stock Option Plan.
              (Incorporated by reference to Exhibit 10.46 to the Company's
              quarterly report on Form 10-Q for the quarter ended September 30,
              1997.)

         4.2  Platinum Software Corporation Clientele Stock Incentive Plan.
              (Incorporated by reference to Exhibit 10.45 to the Company's
              Annual Report on Form 10-K for the fiscal year ended June 30,
              1997.)

         5.1  Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
              Corporation.

        23.1  Consent of Stradling, Yocca, Carlson & Rauth, a Professional
              Corporation (Included in Exhibit 5.1).

        23.2  Consent of Ernst & Young LLP, Independent Accountants.

        24.1  Power of Attorney (Included on the signature page to the
              Registration Statement - see pages II-4 and II-5.)
</TABLE>


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 1997 NONQUALIFIED STOCK OPTION PLAN", "secsgml_size_bytes": 19014}]
{"company-data": {"conformed-name": "PLATINUM SOFTWARE CORP", "cik": "0000891178", "assigned-sic": "7372", "irs-number": "330277592", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41321", "film-number": "97731023"}, "business-address": {"street1": "195 TECHNOLOGY DR", "city": "IRVINE", "state": "CA", "zip": "92718-2402", "phone": "7144534000"}, "mail-address": {"street1": "195 TECHNOLOGY DR", "city": "IRVINE", "state": "CA", "zip": "92718-2402"}}
1
    As Filed With the Securities and Exchange Commission on December 1, 1997

                                            Registration No. 333-______________
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          PLATINUM SOFTWARE CORPORATION
                    (Exact name of registrant as specified in its charter)

                 Delaware                                  33-0277592
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

               195 Technology Drive, Irvine, California 92618-2402
               (Address of Principal Executive Offices) (Zip Code)

                       1997 NONQUALIFIED STOCK OPTION PLAN
             PLATINUM SOFTWARE CORPORATION CLIENTELE INCENTIVE PLAN
                              (Full title of plans)

                    L. George Klaus, Chief Executive Officer
                          Platinum Software Corporation
                              195 Technology Drive
                          Irvine, California 92618-2402
                     (Name and address of agent for service)

                                 (714) 453-4000
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Perry Tarnofsky, Esq.
                          Platinum Software Corporation
                              195 Technology Drive
                              Irvine, CA 92618-2402
2

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
                                       Proposed maximum    Proposed maximum
Title of securities   Amount to be      offering price         aggregate         Amount of
 to be registered    registered (1)        per share        offering price    registration fee
-------------------- ---------------- -------------------- ------------------ -----------------
Common Stock,         712,357               (2)          $5,455,396 (2)       $1,704.82
   $.001 par value       shares
-----------------------------------------------------------------------------------------------
(1)     This Registration Statement covers an aggregate of 500,000 shares of
        Common Stock which may be issued pursuant to Registrant's 1997
        Nonqualified Stock Option Plan (the "Plan") and 212,357 shares of Common
        Stock which may be issued pursuant to Registrant's Clientele Stock
        Incentive Plan ("Clientele Plan"); together with such additional shares
        of such Common Stock as may be issued to the holders of such options
        pursuant to anti-dilution provisions.

(2)     In accordance with Rule 457(h), the aggregate offering price of 602,154
        shares of Common Stock registered hereby which would be issued upon
        exercise of options granted under the Plan and the Clientele Plan are
        based upon the per share exercise price of such options, the weighted
        average of which is $7.63 per share. With respect to the remaining
        110,203 shares of Common Stock registered hereby which would be issued
        upon exercise of the remaining options which Registrant is authorized to
        issue under its Plan, the aggregate offering price is estimated solely
        for purposes of calculating the registration fee, in accordance with
        Rule 457(h) on the basis of the price of securities of the same class,
        as determined in accordance with Rule 457(c), using the average of the
        high and low price reported by NASDAQ National Market System for the
        Common Stock on November 25, 1997, which was $7.8125 per share.

                                       2
3
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

        (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997.

        (b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.

        (c) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report referred to
in (a) above.

        (d) The description of the Registrant's Common Stock which is contained
in the Registrant's registration statement on Form 8-A filed on October 15, 1992
pursuant to Section 12 of the Exchange Act, 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 to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
the filing of such documents; except as to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions. For the purposes of this registration statement, any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.  Description of Securities.

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        Not applicable.

Item 6.  Indemnification of Directors and Officers.

        (a) As permitted by the Delaware General Corporation Law, the Second
Restated Certificate of Incorporation eliminates the liability of directors to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent otherwise required by the Delaware
General Corporation Law.

        (b) The Amended and Restated Certificate of Incorporation provides that
the Registrant will indemnify each person who was or is made a party to any
proceeding by reason of the fact that 

                                      II-1
4
such person is or was a director or officer of the Registrant against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith to the fullest extent authorized by the Delaware General
Corporation Law. The Registrant's Amended and Restated Bylaws provide for a
similar indemnity to directors and officers of the Company to the fullest extent
authorized by the Delaware General Corporation Law.

        (c) The Registrant has entered into indemnification agreements with each
of its directors and executive officers. The indemnification agreements provide
for the indemnification of directors and executive officers of the Registrant
against any and all expenses, judgments, fines, penalties and amounts paid in
settlement, to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.

        Not Applicable.

Item 8.  Exhibits.

        4.1    Platinum Software Corporation 1997 Nonqualified Stock Option 
               Plan.*

        4.2    Platinum Software Corporation Clientele Stock Incentive Plan.**

        5.1    Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
               Corporation.

        23.1   Consent of Stradling, Yocca, Carlson & Rauth, a Professional
               Corporation (included in Exhibit 5.1).

        23.2   Consent of Ernst & Young LLP, Independent Accountants

        24.1   Power of Attorney (included on the signature page to the
               Registration Statement - see pages II-4 through II-6).
               --------------------
               *Incorporated by reference to Exhibit 10.46 to the Company's
                quarterly report on Form 10-Q for the quarter ended September 
                30, 1997.

              **Incorporated by reference to Exhibit 10.45 to the Company's
                Annual Report on Form 10-K for the fiscal year ended June 
                30, 1997.

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:

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

                      (ii) To reflect in the prospectus any facts or events
                      arising after the effective date of the registration
                      statement (or the most recent post-effective amendment
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in the registration statement;

                                      II-2
5
                      (iii) To include any material information with respect to
                      the plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the registration statement is on Form S-3 or Form S-8, and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 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.

               (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) or Section 15(d) of
        the Exchange Act (and, where applicable, each filing of an employee
        benefit plan's annual report pursuant to Section 15(d) of the Exchange
        Act) that is incorporated by reference in the registration statement
        shall be deemed to be a new registration statement relating to the
        securities offered 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 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 Act
        and will be governed by the final adjudication of such issue.

                                      II-3
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 Irvine, State of California, on the 20th day of
November, 1997.

                         PLATINUM SOFTWARE CORPORATION

                         By:  /s/ L. George Klaus
                              ---------------------------------------------
                             L. George Klaus
                             Chairman of the Board, Chief Executive Officer
                             and President

                                      II-4
7
                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Platinum Software
Corporation, do hereby constitute and appoint L. George Klaus and Michael J.
Simmons, or either of them, our true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite are necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorney-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                      Title                      Date
               ---------                      -----                      -----
/s/ L. George Klaus          Chairman of the Board,        November 20, 1997
      ----------------------       Chief Executive Officer and
      L. George Klaus              President
                    

      /s/ Michael J. Simmons       Chief Financial Officer       November 20, 1997
      ----------------------       (Principal Financial
      Michael J. Simmons           Officer)

      /s/ Paul G. Mazzarella       Corporate Controller          November 20, 1997
      ----------------------       (Principal Accounting
      Paul G. Mazzarella           Officer)
                                   

      /s/ Carmelo J. Santoro       Director                      November 20, 1997
      ----------------------
      Carmelo J. Santoro

      /s/ Arthur J. Marks          Director                      November 20, 1997
      ----------------------       
      Arthur J. Marks

      /s/ L. John Doerr            Director                      November 20, 1997
      ----------------------       
      L. John Doerr

      ----------------------       Director                      ________, 1997
      Richard J. Goeglein
II-5
8
                 (SIGNATURE PAGE TO POWER OF ATTORNEY CONTINUED)
/s/ Donald R. Dixon          Director                      November 20, 1997
      -----------------------
      Donald R. Dixon

      /s/ W. Douglas Hajjar
      ------------------------     Director                      November 20, 1997
      W. Douglas Hajjar
II-6
9
                                  EXHIBIT INDEX
Exhibit                                                                          Sequential
  Number                                 Description                               Page Number
  ------                                 -----------                               -----------
4.1  Platinum Software Corporation 1997 Nonqualified Stock Option Plan.
              (Incorporated by reference to Exhibit 10.46 to the Company's
              quarterly report on Form 10-Q for the quarter ended September 30,
              1997.)

         4.2  Platinum Software Corporation Clientele Stock Incentive Plan.
              (Incorporated by reference to Exhibit 10.45 to the Company's
              Annual Report on Form 10-K for the fiscal year ended June 30,
              1997.)

         5.1  Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
              Corporation.

        23.1  Consent of Stradling, Yocca, Carlson & Rauth, a Professional
              Corporation (Included in Exhibit 5.1).

        23.2  Consent of Ernst & Young LLP, Independent Accountants.

        24.1  Power of Attorney (Included on the signature page to the
              Registration Statement - see pages II-4 and II-5.)
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