As filed with the Securities and Exchange Commission on December 31, 1996
                                                 Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                          Dendrite International, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                   New Jersey
         (State or Other Jurisdiction of Incorporation or Organization)
                                   22-2786386
                     (I.R.S. Employer Identification Number)

           1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6797
                            Telephone: (201) 425-1200
               (Address of Principal Executive Offices) (Zip Code)

                         401(k) Retirement Savings Plan
                            (Full Title of the Plans)

                                 John E. Bailye
                      President and Chief Executive Officer
                          Dendrite International, Inc.
                            1200 Mount Kemble Avenue
                        Morristown, New Jersey 07960-6797
                     (Name and Address of Agent for Service)
                                 (201) 425-1200
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                     Proposed     Proposed
  Title of Each                      Maximum       Maximum            Amount
    Class of         Amount to be    Offering     Aggregate             of
Securities to be      Registered    Price Per     Offering         Registration
   Registered           (1)(3)        Share       Price(2)             Fee
-------------------------------------------------------------------------------
Common Stock, no        50,000      $7.9375     $396,875.00          $121.00
par value
===============================================================================

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the employee benefit plan
      described herein.
(2)   Calculated solely for the purpose of determining the registration fee
      pursuant to Rule 457(c) based upon the average of the high and low sales
      prices of the Company's common stock, no par value ("Common Stock"), as
      quoted through NASDAQ National Market, on December 24, 1996.
(3)   This registration statement also registers an indeterminate number of
      shares of Common Stock which may be purchased by the ERISA trustee on
      behalf of the Plan on the open market.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE


         As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plan covered by
this registration statement (the "Plan") as required by Rule 428(b). Such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of such Act.


                                       I-1
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference

         The following documents filed with the Commission by the registrant,
Dendrite International, Inc., a New Jersey corporation (the "Company"), pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement.

         1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995 filed with the Commission on March 29, 1996.

         2. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996 filed with the Commission
on May 15, 1996, August 15, 1996 and November 13, 1996, respectively.

         3. The description of the Company's Common Stock, no par value ("Common
Stock") contained in the Company's Registration Statement on Form 8-A filed with
the Commission on May 24, 1995.

         4. The description of the Common Stock contained in the Company's
Amendment No. 1 to the Registration Statement on Form 8-A filed with the
Commission on June 9, 1995.

         5. The description of the Common Stock contained in the Company's
Amendment No. 2 to the Registration Statement on Form 8-A filed with the
Commission on June 21, 1995.

         6. The Company's Prospectus relating to the sale of 2,700,000 shares of
Common Stock, filed with the Commission on March 8, 1996.

         7. The Plan's Annual Report on Form 11-K for year ended December 31,
1995 filed with the Commission on December 31, 1996.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all such shares then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or 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.


                                      II-1
<PAGE>


Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Section 14A:3-5 of the New Jersey Business Corporation Act ("NJBCA")
gives the Company power to indemnify each of its directors and officers against
expenses and liabilities in connection with any proceeding involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company and (b) with respect to any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. However, in a
proceeding by or in the right of the Company, there shall be no indemnification
in respect of any liabilities or expenses if the officer or director shall have
been adjudged liable to the Company unless the court in such proceeding
determines he is entitled to indemnification for such liabilities and/or
expenses. Furthermore, no indemnification shall be made to or on behalf of a
director or officer if a judgment or other final adjudication adverse to such
director or officer establishes that his acts or omissions (a) were in breach of
his duty of loyalty to the Company and its stockholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit. The NJBCA defines an act or
omission in breach of a person's duty of loyalty as an act or omission which
that person knows or believes to be contrary to the best interests of the
Company or its stockholders in connection with a matter in which he has a
material conflict of interest. If a director or officer is successful in a
proceeding, the statute mandates that the Company indemnify him against
expenses.

         The Company's Restated Certificate of Incorporation, as permitted by
New Jersey law, eliminates the personal liability of the directors and officers
to the Company or its shareholders for monetary damages for breaches of such
director's or officer's duty of care or other duties as a director or officer;
except liabilities for any breach of duty based upon an act or omission (a) in
breach of such person's duty of loyalty to the corporation or its shareholders,
(b) not in good faith or involving a knowing violation of law or (c) resulting
in receipt by such person of an improper personal benefit. In addition, the
Company's Restated By-laws provide broad indemnification rights to directors and
officers so long as the director or officer acted in a manner believed in good
faith to be in or not opposed to the best interest of the Company and with
respect to criminal proceedings if the director had no reasonable cause to
believe his or her conduct was unlawful. The Company believes that the
protection provided by these provisions will help the Company attract and retain
qualified individuals to serve as officers and directors. These provisions also
will limit the remedies available to a stockholder who is dissatisfied with a
Board decision protected by these provisions, and such stockholder's only remedy
may be to bring a suit to prevent the Board's action.

         The Company maintains a directors' and officers' liability insurance
policy.


                                      II-2
<PAGE>




Item 7.  Exemption from Registration Claimed

         Not Applicable

Item 8.  Exhibits

Exhibit
  No.             Description

3.1               Restated Certificate of Incorporation of the
                  Company dated November 30, 1995 (incorporated by
                  reference to Exhibit 3.1 to the Company's
                  Quarterly Report on Form 10-Q, filed with the
                  Commission on August 15, 1996).

3.2               By-laws of the Company, as amended (incorporated
                  herein by reference to Exhibit 3.1 to the
                  Company's Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 1995, filed with the
                  Commission on November 13, 1995).

4.1               Specimen of Stock Certificate (incorporated by
                  reference to Exhibit 4.1 to the Company's
                  Registration Statement on Form S-1 filed with the
                  Commission on May 17, 1995).

4.2               Dendrite Inc. 401(K) Retirement Savings Plan dated
                  as of July 1, 1990, as amended.

5.1               Opinion of Sullivan & Cromwell as to compliance
                  of the provisions of the Plan with the Employee
                  Retirement Income Security Act of 1974, as amended ("ERISA").

23.1              Consent of Sullivan & Cromwell (contained in
                  Exhibit 5.1 attached hereto).

23.2              Consent of Arthur Andersen LLP, independent
                  public accountants.

23.3              Consent of Gregory J. Mosley, C.P.A.

24.1              Power of Attorney is included in the signature
                  page of the Registration Statement.

Item 9.           Required 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, each such post-effective amendment shall be deemed to
         be a new registration


                                      II-3
<PAGE>


         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.

         (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 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.


                                      II-4
<PAGE>


                                   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, hereunto duly
authorized, in the Township of Harding, State of New Jersey, on the 31st day of
December, 1996.

                                        DENDRITE INTERNATIONAL, INC.


                                        By: /s/ John E. Bailye
                                                   John E. Bailye
                                              Chief Executive Officer
                                                     and President


                                Power of Attorney

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John E. Bailye and Charles C.
Warczakowski, and each of them acting individually, as his attorneys-in-fact and
agents, each with full power of substitution, for him in any and all capacities,
to sign the registration statement on Form S-8 of Dendrite International, Inc.
and any and all amendments thereto under the Securities Act of 1933, including
any and all pre-effective or post-effective amendments, 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 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 as he
might or could do in person, and hereby ratifies, approves and confirms all that
his said attorneys-in-fact and agents, each acting alone, 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

            Name                      Title                    Date


/s/ John E. Bailye
    John E. Bailye               Chief Executive          December 31, 1996
                                 Officer, President
                                 and Director


/s/Charles C. Warczakowski
   Charles C. Warczakowski       Vice President,           December 31, 1996
                                 Finance, Secretary
                                 and Treasurer (Chief
                                 Financial Officer
                                 and Principal
                                 Accounting Officer)


/s/ Bernard Goldsmith
      Bernard Goldsmith          Director                  December 31, 1996


/s/ John H. Martinson
      John H. Martinson          Director                  December 31, 1996


/s/ Paul Margolis
        Paul Margolis            Director                  December 31, 1996


                                      II-5
<PAGE>


                                  EXHIBIT INDEX


Exhibits
   No.       Description

3.1          Restated Certificate of Incorporation of the
             Company dated November 30, 1995 (incorporated by
             reference to Exhibit 3.1 to the Company's
             Quarterly Report on Form 10-Q, filed with the
             Commission on August 15, 1996).

3.2          By-laws of the Company, as amended (incorporated
             herein by reference to Exhibit 3.1 to the
             Company's Quarterly Report on Form 10-Q for the
             quarter ended September 30, 1995, filed with the
             Commission on November 13, 1995).

4.1          Specimen of Stock Certificate (incorporated by
             reference to Exhibit 4.1 to the Company's
             Registration Statement on Form S-1 filed with the
             Commission on May 17, 1995).

4.2          Dendrite Inc. 401(k) Retirement Savings Plan
             dated as of July 1, 1990, as amended.

5.1          Opinion of Sullivan & Cromwell as to compliance
             of the provisions of the Plan with ERISA.

23.1         Consent of Sullivan & Cromwell (contained in
             Exhibit 5.1 attached hereto).

23.2         Consent of Arthur Andersen LLP, independent
             public accountants.

23.3         Consent of Gregory J. Mosley, C.P.A.

24.1         Power of Attorney is included in the signature
             page of the Registration Statement.


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19366}]
{"company-data": {"conformed-name": "DENDRITE INTERNATIONAL INC", "cik": "0000880321", "assigned-sic": "7372", "irs-number": "222786386", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19141", "film-number": "96689243"}, "business-address": {"street1": "1200 MOUNT KEMBLE AVE", "city": "MORRISTOWN", "state": "NJ", "zip": "07960", "phone": "2014251200"}, "mail-address": {"street1": "1200 MOUNT KEMBLE AVE", "city": "MORRISTOWN", "state": "NJ", "zip": "07960-6797"}}
As filed with the Securities and Exchange Commission on December 31, 1996
                                                 Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                          Dendrite International, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                   New Jersey
         (State or Other Jurisdiction of Incorporation or Organization)
                                   22-2786386
                     (I.R.S. Employer Identification Number)

           1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6797
                            Telephone: (201) 425-1200
               (Address of Principal Executive Offices) (Zip Code)

                         401(k) Retirement Savings Plan
                            (Full Title of the Plans)

                                 John E. Bailye
                      President and Chief Executive Officer
                          Dendrite International, Inc.
                            1200 Mount Kemble Avenue
                        Morristown, New Jersey 07960-6797
                     (Name and Address of Agent for Service)
                                 (201) 425-1200
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                     Proposed     Proposed
  Title of Each                      Maximum       Maximum            Amount
    Class of         Amount to be    Offering     Aggregate             of
Securities to be      Registered    Price Per     Offering         Registration
   Registered           (1)(3)        Share       Price(2)             Fee
-------------------------------------------------------------------------------
Common Stock, no        50,000      $7.9375     $396,875.00          $121.00
par value
===============================================================================

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the employee benefit plan
      described herein.
(2)   Calculated solely for the purpose of determining the registration fee
      pursuant to Rule 457(c) based upon the average of the high and low sales
      prices of the Company's common stock, no par value ("Common Stock"), as
      quoted through NASDAQ National Market, on December 24, 1996.
(3)   This registration statement also registers an indeterminate number of
      shares of Common Stock which may be purchased by the ERISA trustee on
      behalf of the Plan on the open market.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plan covered by
this registration statement (the "Plan") as required by Rule 428(b). Such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of such Act.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference

         The following documents filed with the Commission by the registrant,
Dendrite International, Inc., a New Jersey corporation (the "Company"), pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement.

         1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995 filed with the Commission on March 29, 1996.

         2. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996 filed with the Commission
on May 15, 1996, August 15, 1996 and November 13, 1996, respectively.

         3. The description of the Company's Common Stock, no par value ("Common
Stock") contained in the Company's Registration Statement on Form 8-A filed with
the Commission on May 24, 1995.

         4. The description of the Common Stock contained in the Company's
Amendment No. 1 to the Registration Statement on Form 8-A filed with the
Commission on June 9, 1995.

         5. The description of the Common Stock contained in the Company's
Amendment No. 2 to the Registration Statement on Form 8-A filed with the
Commission on June 21, 1995.

         6. The Company's Prospectus relating to the sale of 2,700,000 shares of
Common Stock, filed with the Commission on March 8, 1996.

         7. The Plan's Annual Report on Form 11-K for year ended December 31,
1995 filed with the Commission on December 31, 1996.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all such shares then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or 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.

                                      II-1
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Section 14A:3-5 of the New Jersey Business Corporation Act ("NJBCA")
gives the Company power to indemnify each of its directors and officers against
expenses and liabilities in connection with any proceeding involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company and (b) with respect to any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. However, in a
proceeding by or in the right of the Company, there shall be no indemnification
in respect of any liabilities or expenses if the officer or director shall have
been adjudged liable to the Company unless the court in such proceeding
determines he is entitled to indemnification for such liabilities and/or
expenses. Furthermore, no indemnification shall be made to or on behalf of a
director or officer if a judgment or other final adjudication adverse to such
director or officer establishes that his acts or omissions (a) were in breach of
his duty of loyalty to the Company and its stockholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit. The NJBCA defines an act or
omission in breach of a person's duty of loyalty as an act or omission which
that person knows or believes to be contrary to the best interests of the
Company or its stockholders in connection with a matter in which he has a
material conflict of interest. If a director or officer is successful in a
proceeding, the statute mandates that the Company indemnify him against
expenses.

         The Company's Restated Certificate of Incorporation, as permitted by
New Jersey law, eliminates the personal liability of the directors and officers
to the Company or its shareholders for monetary damages for breaches of such
director's or officer's duty of care or other duties as a director or officer;
except liabilities for any breach of duty based upon an act or omission (a) in
breach of such person's duty of loyalty to the corporation or its shareholders,
(b) not in good faith or involving a knowing violation of law or (c) resulting
in receipt by such person of an improper personal benefit. In addition, the
Company's Restated By-laws provide broad indemnification rights to directors and
officers so long as the director or officer acted in a manner believed in good
faith to be in or not opposed to the best interest of the Company and with
respect to criminal proceedings if the director had no reasonable cause to
believe his or her conduct was unlawful. The Company believes that the
protection provided by these provisions will help the Company attract and retain
qualified individuals to serve as officers and directors. These provisions also
will limit the remedies available to a stockholder who is dissatisfied with a
Board decision protected by these provisions, and such stockholder's only remedy
may be to bring a suit to prevent the Board's action.

         The Company maintains a directors' and officers' liability insurance
policy.

                                      II-2
Item 7.  Exemption from Registration Claimed

         Not Applicable

Item 8.  Exhibits

Exhibit
  No.             Description

3.1               Restated Certificate of Incorporation of the
                  Company dated November 30, 1995 (incorporated by
                  reference to Exhibit 3.1 to the Company's
                  Quarterly Report on Form 10-Q, filed with the
                  Commission on August 15, 1996).

3.2               By-laws of the Company, as amended (incorporated
                  herein by reference to Exhibit 3.1 to the
                  Company's Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 1995, filed with the
                  Commission on November 13, 1995).

4.1               Specimen of Stock Certificate (incorporated by
                  reference to Exhibit 4.1 to the Company's
                  Registration Statement on Form S-1 filed with the
                  Commission on May 17, 1995).

4.2               Dendrite Inc. 401(K) Retirement Savings Plan dated
                  as of July 1, 1990, as amended.

5.1               Opinion of Sullivan & Cromwell as to compliance
                  of the provisions of the Plan with the Employee
                  Retirement Income Security Act of 1974, as amended ("ERISA").

23.1              Consent of Sullivan & Cromwell (contained in
                  Exhibit 5.1 attached hereto).

23.2              Consent of Arthur Andersen LLP, independent
                  public accountants.

23.3              Consent of Gregory J. Mosley, C.P.A.

24.1              Power of Attorney is included in the signature
                  page of the Registration Statement.

Item 9.           Required 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, each such post-effective amendment shall be deemed to
         be a new registration

                                      II-3
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.

         (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 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.

                                      II-4
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, hereunto duly
authorized, in the Township of Harding, State of New Jersey, on the 31st day of
December, 1996.

                                        DENDRITE INTERNATIONAL, INC.

                                        By: /s/ John E. Bailye
                                                   John E. Bailye
                                              Chief Executive Officer
                                                     and President

                                Power of Attorney

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John E. Bailye and Charles C.
Warczakowski, and each of them acting individually, as his attorneys-in-fact and
agents, each with full power of substitution, for him in any and all capacities,
to sign the registration statement on Form S-8 of Dendrite International, Inc.
and any and all amendments thereto under the Securities Act of 1933, including
any and all pre-effective or post-effective amendments, 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 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 as he
might or could do in person, and hereby ratifies, approves and confirms all that
his said attorneys-in-fact and agents, each acting alone, 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

            Name                      Title                    Date

/s/ John E. Bailye
    John E. Bailye               Chief Executive          December 31, 1996
                                 Officer, President
                                 and Director

/s/Charles C. Warczakowski
   Charles C. Warczakowski       Vice President,           December 31, 1996
                                 Finance, Secretary
                                 and Treasurer (Chief
                                 Financial Officer
                                 and Principal
                                 Accounting Officer)

/s/ Bernard Goldsmith
      Bernard Goldsmith          Director                  December 31, 1996

/s/ John H. Martinson
      John H. Martinson          Director                  December 31, 1996

/s/ Paul Margolis
        Paul Margolis            Director                  December 31, 1996

                                      II-5
EXHIBIT INDEX

Exhibits
   No.       Description

3.1          Restated Certificate of Incorporation of the
             Company dated November 30, 1995 (incorporated by
             reference to Exhibit 3.1 to the Company's
             Quarterly Report on Form 10-Q, filed with the
             Commission on August 15, 1996).

3.2          By-laws of the Company, as amended (incorporated
             herein by reference to Exhibit 3.1 to the
             Company's Quarterly Report on Form 10-Q for the
             quarter ended September 30, 1995, filed with the
             Commission on November 13, 1995).

4.1          Specimen of Stock Certificate (incorporated by
             reference to Exhibit 4.1 to the Company's
             Registration Statement on Form S-1 filed with the
             Commission on May 17, 1995).

4.2          Dendrite Inc. 401(k) Retirement Savings Plan
             dated as of July 1, 1990, as amended.

5.1          Opinion of Sullivan & Cromwell as to compliance
             of the provisions of the Plan with ERISA.

23.1         Consent of Sullivan & Cromwell (contained in
             Exhibit 5.1 attached hereto).

23.2         Consent of Arthur Andersen LLP, independent
             public accountants.

23.3         Consent of Gregory J. Mosley, C.P.A.

24.1         Power of Attorney is included in the signature
             page of the Registration Statement.

                                      II-6