<PAGE>   1
    As filed with the Securities and Exchange Commission on February 4, 2000
                                               Registration No. 333-____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                              QUEST SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
            CALIFORNIA                                    33-0231678
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)
</TABLE>

                            8001 IRVINE CENTER DRIVE
                                IRVINE, CA 92618
               (Address of principal executive offices) (Zip Code)


                 FOGLIGHT SOFTWARE, INC. 1998 STOCK OPTION PLAN
                            (Full title of the Plan)


                                VINCENT C. SMITH
                             CHIEF EXECUTIVE OFFICER
                              QUEST SOFTWARE, INC.
                            8001 IRVINE CENTER DRIVE
                                IRVINE, CA 92618
                     (Name and address of agent for service)
                                 (949) 754-8000
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Title of Securities to be Registered                                  Proposed              Proposed
Foglight Software, Inc.                        Amount to be       Maximum Offering     Maximum Aggregate         Amount of
1998 Stock Option Plan                         Registered(1)     Price per Share(2)    Offering Price(2)      Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                 <C>                     <C>
Common Stock                                   25,602 shares          $ 31.95             $817,983.90             $215.95
=================================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Foglight Software, Inc. 1998
     Stock Option Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the outstanding shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
     weighted average exercise price of the outstanding options.

<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Quest Software, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Registration Statement No. 333-80543 on Form S-1
          filed with the Commission on June 11, 1999, as amended on Forms S-1/A
          filed with the Commission on June 30, 1999, July 22, 1999, August 6,
          1999 and August 11, 1999, respectively;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarter
          ended September 30, 1999, filed with the Commission on November 12,
          1999, pursuant to Section 13 of the Securities Exchange Act of 1934,
          as amended (the "1934 Act");

     (c)  The Registrant's Current Reports on Form 8-K filed with the Commission
          on November 18, 1999, November 24, 1999, December 29, 1999 and January
          21, 2000;

     (d)  The Registrant's prospectus filed with the Commission pursuant to Rule
          424(b) promulgated under the Securities Act of 1933, as amended (the
          "1933 Act"), in connection with the Registrant's Registration
          Statement No. 333-80543, in which there is set forth the audited
          financial statements for the Registrant's fiscal year ended December
          31, 1998; and

     (e)  The Registrant's Registration Statement No. 000-26937 on Form 8-A
          filed with the Commission on August 4, 1999 pursuant to Section 12(b)
          of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
          in which there is described the terms, rights and provisions
          applicable to the Registrant's outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into 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 subsequently filed
document which also 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

     The Registrant's Second Amended and Restated Articles of Incorporation
limit the personal liability of its directors for monetary damages to the
fullest extent permitted by the California General Corporation Law. Under
California law, a director's liability to a company or its shareholders may not
be limited:

     o    for acts or omissions that involve intentional misconduct or a knowing
          and culpable violation of law;

                                      II-1

<PAGE>   3

     o    for acts or omissions that a director believes to be contrary to the
          best interests of the company or its shareholders or that involve the
          absence of good faith on the part of the director;

     o    for any transaction from which a director derived an improper personal
          benefit;

     o    for acts or omissions that show a reckless disregard for the
          director's duty to the company or its shareholders in circumstances in
          which the director was aware, or should have been aware, in the
          ordinary course of performing the director's duties, of a risk of
          serious injury to the company or its shareholders;

     o    for acts or omissions that constitute an unexcused pattern of
          inattention that amounts to an abdication of the director's duty to
          the company or its shareholders;

     o    under Section 310 of the California General Corporation Law concerning
          contacts or transactions between the company and a director; or

     o    under Section 316 of the California General Corporation Law concerning
          directors' liability for improper dividends, loans and guarantees.

The limitation of liability does not affect the availability of injunctions and
other equitable remedies available to the Registrant's shareholders for any
violation by a director of the director's fiduciary duty to the Registrant or
its shareholders.

     The Registrant's Second Amended and Restated Articles of Incorporation also
include an authorization for it to indemnify its "agents" (as defined in Section
317 of the California General Corporation Law) through bylaw provisions, by
agreement or otherwise, to the fullest extent permitted by law. Pursuant to this
provision, the Registrant's Second Amended and Restated Bylaws provide for
indemnification of its directors, officers and employees. In addition, the
Registrant may, at its discretion, provide indemnification to persons whom the
Registrant is not obligated to indemnify. The Second Amended and Restated Bylaws
also allow the Registrant to enter into indemnity agreements with individual
directors, officers, employees and other agents. Indemnity agreements have been
entered into with all directors and certain executive officers and provide the
maximum indemnification permitted by law. The Registrant also currently
maintains directors' and officers' liability insurance. These agreements,
together with the Registrant's Second Amended and Restated Bylaws and Second
Amended and Restated Articles of Incorporation, may require the Registrant,
among other things, to indemnify its directors and executive officers, other
than for liability resulting from willful misconduct of a culpable nature, and
to advance expenses to them as they are incurred, provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to indemnification. Section 317 of the California General
Corporation Law and the Registrant's Second Amended and Restated Bylaws and its
indemnification agreements make provision for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for liabilities, including
reimbursement of expenses incurred, arising under the 1933 Act.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
    <S>             <C>
      4             Instruments Defining the Rights of Shareholders.
                    Reference is made to the Registrant's Registration
                    Statement No. 000-26937 on Form 8-A, together with any
                    exhibits thereto, which are incorporated herein by
                    reference pursuant to Item 3(c) to this Registration
                    Statement.
      5             Opinion and consent of Brobeck, Phleger & Harrison LLP.
     23.1           Consent of Deloitte & Touche LLP, Independent Auditors.
     23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
     24             Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
     99.1           Foglight Software, Inc. 1998 Stock Option Plan.
     99.2           Foglight Software, Inc. Form of Stock Option Agreement.
     99.3           Form of Stock Option Assumption Agreement.
</TABLE>

                                      II-2
<PAGE>   4

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 1933 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 Foglight
Software, Inc. 1998 Stock Option Plan.

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3

<PAGE>   5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this 4th day of
February, 2000.

                                       QUEST SOFTWARE, INC.


                                       By: /s/ DAVID M. DOYLE
                                          ----------------------------
                                          David M. Doyle
                                          President and Secretary



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Quest Software, Inc., a
California corporation, do hereby constitute and appoint David M. Doyle and John
J. Laskey, and each of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                         Title                             Date
---------                                         -----                             ----
<S>                                    <C>                                    <C>
/s/ VINCENT C. SMITH                   Chief Executive Officer (Principal     February 4, 2000
-----------------------------------    Executive Officer) and Chairman of
Vincent C. Smith                       the Board


/s/ DAVID M. DOYLE                     President, Secretary and Director      February 4, 2000
----------------------------------
David M. Doyle


/s/ JOHN J. LASKEY                     Chief Financial Officer                February 4, 2000
---------------------------------      (Principal Financial and Accounting
John J. Laskey                         Officer) and Vice President, Finance


/s/ DORAN G. MACHIN                    Director                               February 4, 2000
--------------------------------
Doran G. Machin


/s/ JERRY MURDOCK, JR.                 Director                               February 4, 2000
--------------------------------
Jerry Murdock, Jr.
</TABLE>

                                      II-4

<PAGE>   6

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
    <S>             <C>
      4             Instruments Defining the Rights of Shareholders.
                    Reference is made to the Registrant's Registration
                    Statement No. 000-26937 on Form 8-A, together with any
                    exhibits thereto, which are incorporated herein by
                    reference pursuant to Item 3(c) to this Registration
                    Statement.
      5             Opinion and consent of Brobeck, Phleger & Harrison LLP.
     23.1           Consent of Deloitte & Touche LLP, Independent Auditors.
     23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
     24             Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
     99.1           Foglight Software, Inc. 1998 Stock Option Plan.
     99.2           Foglight Software, Inc. Form of Stock Option Agreement.
     99.3           Form of Stock Option Assumption Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19847}]
{"company-data": {"conformed-name": "QUEST SOFTWARE INC", "cik": "0001088033", "assigned-sic": "7372", "irs-number": "330231678", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96183", "film-number": "524260"}, "business-address": {"street1": "8001 IRVINE CENTER DRIVE", "city": "IRVINE", "state": "CA", "zip": "92618"}, "mail-address": {"street1": "8001 IRVINE CENTER DRIVE", "city": "IRVINE", "state": "CA", "zip": "92618"}}
1
    As filed with the Securities and Exchange Commission on February 4, 2000
                                               Registration No. 333-____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              QUEST SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)
CALIFORNIA                                    33-0231678
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)
8001 IRVINE CENTER DRIVE
                                IRVINE, CA 92618
               (Address of principal executive offices) (Zip Code)

                 FOGLIGHT SOFTWARE, INC. 1998 STOCK OPTION PLAN
                            (Full title of the Plan)

                                VINCENT C. SMITH
                             CHIEF EXECUTIVE OFFICER
                              QUEST SOFTWARE, INC.
                            8001 IRVINE CENTER DRIVE
                                IRVINE, CA 92618
                     (Name and address of agent for service)
                                 (949) 754-8000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Title of Securities to be Registered                                  Proposed              Proposed
Foglight Software, Inc.                        Amount to be       Maximum Offering     Maximum Aggregate         Amount of
1998 Stock Option Plan                         Registered(1)     Price per Share(2)    Offering Price(2)      Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock                                   25,602 shares          $ 31.95             $817,983.90             $215.95
=================================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Foglight Software, Inc. 1998
     Stock Option Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the outstanding shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
     weighted average exercise price of the outstanding options.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Quest Software, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Registration Statement No. 333-80543 on Form S-1
          filed with the Commission on June 11, 1999, as amended on Forms S-1/A
          filed with the Commission on June 30, 1999, July 22, 1999, August 6,
          1999 and August 11, 1999, respectively;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarter
          ended September 30, 1999, filed with the Commission on November 12,
          1999, pursuant to Section 13 of the Securities Exchange Act of 1934,
          as amended (the "1934 Act");

     (c)  The Registrant's Current Reports on Form 8-K filed with the Commission
          on November 18, 1999, November 24, 1999, December 29, 1999 and January
          21, 2000;

     (d)  The Registrant's prospectus filed with the Commission pursuant to Rule
          424(b) promulgated under the Securities Act of 1933, as amended (the
          "1933 Act"), in connection with the Registrant's Registration
          Statement No. 333-80543, in which there is set forth the audited
          financial statements for the Registrant's fiscal year ended December
          31, 1998; and

     (e)  The Registrant's Registration Statement No. 000-26937 on Form 8-A
          filed with the Commission on August 4, 1999 pursuant to Section 12(b)
          of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
          in which there is described the terms, rights and provisions
          applicable to the Registrant's outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into 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 subsequently filed
document which also 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

     The Registrant's Second Amended and Restated Articles of Incorporation
limit the personal liability of its directors for monetary damages to the
fullest extent permitted by the California General Corporation Law. Under
California law, a director's liability to a company or its shareholders may not
be limited:

     o    for acts or omissions that involve intentional misconduct or a knowing
          and culpable violation of law;

                                      II-1
3

     o    for acts or omissions that a director believes to be contrary to the
          best interests of the company or its shareholders or that involve the
          absence of good faith on the part of the director;

     o    for any transaction from which a director derived an improper personal
          benefit;

     o    for acts or omissions that show a reckless disregard for the
          director's duty to the company or its shareholders in circumstances in
          which the director was aware, or should have been aware, in the
          ordinary course of performing the director's duties, of a risk of
          serious injury to the company or its shareholders;

     o    for acts or omissions that constitute an unexcused pattern of
          inattention that amounts to an abdication of the director's duty to
          the company or its shareholders;

     o    under Section 310 of the California General Corporation Law concerning
          contacts or transactions between the company and a director; or

     o    under Section 316 of the California General Corporation Law concerning
          directors' liability for improper dividends, loans and guarantees.

The limitation of liability does not affect the availability of injunctions and
other equitable remedies available to the Registrant's shareholders for any
violation by a director of the director's fiduciary duty to the Registrant or
its shareholders.

     The Registrant's Second Amended and Restated Articles of Incorporation also
include an authorization for it to indemnify its "agents" (as defined in Section
317 of the California General Corporation Law) through bylaw provisions, by
agreement or otherwise, to the fullest extent permitted by law. Pursuant to this
provision, the Registrant's Second Amended and Restated Bylaws provide for
indemnification of its directors, officers and employees. In addition, the
Registrant may, at its discretion, provide indemnification to persons whom the
Registrant is not obligated to indemnify. The Second Amended and Restated Bylaws
also allow the Registrant to enter into indemnity agreements with individual
directors, officers, employees and other agents. Indemnity agreements have been
entered into with all directors and certain executive officers and provide the
maximum indemnification permitted by law. The Registrant also currently
maintains directors' and officers' liability insurance. These agreements,
together with the Registrant's Second Amended and Restated Bylaws and Second
Amended and Restated Articles of Incorporation, may require the Registrant,
among other things, to indemnify its directors and executive officers, other
than for liability resulting from willful misconduct of a culpable nature, and
to advance expenses to them as they are incurred, provided that they undertake
to repay the amount advanced if it is ultimately determined by a court that they
are not entitled to indemnification. Section 317 of the California General
Corporation Law and the Registrant's Second Amended and Restated Bylaws and its
indemnification agreements make provision for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for liabilities, including
reimbursement of expenses incurred, arising under the 1933 Act.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits
Exhibit Number      Exhibit
--------------      -------
4             Instruments Defining the Rights of Shareholders.
                    Reference is made to the Registrant's Registration
                    Statement No. 000-26937 on Form 8-A, together with any
                    exhibits thereto, which are incorporated herein by
                    reference pursuant to Item 3(c) to this Registration
                    Statement.
      5             Opinion and consent of Brobeck, Phleger & Harrison LLP.
     23.1           Consent of Deloitte & Touche LLP, Independent Auditors.
     23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
     24             Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
     99.1           Foglight Software, Inc. 1998 Stock Option Plan.
     99.2           Foglight Software, Inc. Form of Stock Option Agreement.
     99.3           Form of Stock Option Assumption Agreement.
II-2
4

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 1933 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 Foglight
Software, Inc. 1998 Stock Option Plan.

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this 4th day of
February, 2000.

                                       QUEST SOFTWARE, INC.

                                       By: /s/ DAVID M. DOYLE
                                          ----------------------------
                                          David M. Doyle
                                          President and Secretary

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Quest Software, Inc., a
California corporation, do hereby constitute and appoint David M. Doyle and John
J. Laskey, and each of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                         Title                             Date
---------                                         -----                             ----
/s/ VINCENT C. SMITH                   Chief Executive Officer (Principal     February 4, 2000
-----------------------------------    Executive Officer) and Chairman of
Vincent C. Smith                       the Board

/s/ DAVID M. DOYLE                     President, Secretary and Director      February 4, 2000
----------------------------------
David M. Doyle

/s/ JOHN J. LASKEY                     Chief Financial Officer                February 4, 2000
---------------------------------      (Principal Financial and Accounting
John J. Laskey                         Officer) and Vice President, Finance

/s/ DORAN G. MACHIN                    Director                               February 4, 2000
--------------------------------
Doran G. Machin

/s/ JERRY MURDOCK, JR.                 Director                               February 4, 2000
--------------------------------
Jerry Murdock, Jr.
II-4
6

                                  EXHIBIT INDEX
Exhibit Number      Exhibit
--------------      -------
4             Instruments Defining the Rights of Shareholders.
                    Reference is made to the Registrant's Registration
                    Statement No. 000-26937 on Form 8-A, together with any
                    exhibits thereto, which are incorporated herein by
                    reference pursuant to Item 3(c) to this Registration
                    Statement.
      5             Opinion and consent of Brobeck, Phleger & Harrison LLP.
     23.1           Consent of Deloitte & Touche LLP, Independent Auditors.
     23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
     24             Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
     99.1           Foglight Software, Inc. 1998 Stock Option Plan.
     99.2           Foglight Software, Inc. Form of Stock Option Agreement.
     99.3           Form of Stock Option Assumption Agreement.