<PAGE>   1
   As filed with the Securities and Exchange Commission on October 28, 1997
                                                  Registration No. 333- ________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

               DELAWARE                              77-0277772
     (State or other jurisdiction          (IRS Employer Identification No.)
   of incorporation or organization)

                              1344 CROSSMAN AVENUE
                           SUNNYVALE, CALIFORNIA 94089
               (Address of principal executive offices) (Zip Code)

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

                           ARBOR SOFTWARE CORPORATION
                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                                STEPHEN V. IMBLER
                            SENIOR VICE PRESIDENT AND
                             CHIEF FINANCIAL OFFICER
                           ARBOR SOFTWARE CORPORATION
                1344 CROSSMAN AVENUE, SUNNYVALE, CALIFORNIA 94089
                     (Name and address of agent for service)
                                 (408) 744-9500
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
         Title of                                              Proposed Maximum  Proposed Maximum                  
        Securities                               Amount            Offering          Aggregate         Amount of   
           to be                                 to be               Price           Offering        Registration  
        Registered                            Registered(1)       per Share(2)       Price(2)             Fee      
        ----------                            -------------       ------------       --------             ---      
<S>                                           <C>                <C>               <C>                <C>  
    Options to purchase Common Stock           750,000                 N/A              N/A               N/A
    under the 1995 Stock Option/Stock
    Issuance Plan

    Common Stock, $0.001 par value:
    -------------------------------

    1995 Stock Option/Stock Issuance Plan      750,000           $42.375           $31,781,250       $9,630.67
                                                                 -------           -----------       ---------

    Employee Stock Purchase Plan               150,000           $42.375           $ 6,356,250       $1,926.14
                                                                 -------           -----------       ---------
===================================================================================================================
</TABLE>

    (1)  This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1995 Stock Option/Stock
         Issuance Plan and Employee Stock Purchase Plan by reason of any stock
         dividend, stock split, recapitalization or other similar transaction
         effected without the receipt of consideration which results in an
         increase in the number of the outstanding shares of Common Stock of
         Arbor Software Corporation.

    (2)  Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the per share
         of Common Stock of Arbor Software Corporation on the Nasdaq National
         Market on October 23, 1997.

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        Arbor Software Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        (a)    (1) The Registrant's Annual Report on Form 10-K for the fiscal
               year ended March 31, 1997;

               (2) Amendment No. 1 on Form 10-K/A filed with the SEC on 
               June 30, 1997;

        (b)    The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended June 30, 1997; and

        (c)    The Registrant's Registration Statement No. 0-97098 on Form 8-A
               filed with the SEC on September 19, 1995 pursuant to Section 12
               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 deregisters 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.

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 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933 as
amended (the "1933 Act.") The Registrant's Bylaws provide for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of their fiduciary duty as directors to the Registrant and
its stockholders. This provision in the Certificate of Incorporation does not
eliminate the fiduciary duty of the directors, and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Registrant has entered into
Indemnification Agreements with its officers and directors. The Indemnification
Agreements provide the Registrant's officers and directors with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law.


<PAGE>   3

Item 7.  Exemption from Registration Claimed

        Not Applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
Exhibit Number    Exhibit
--------------    -------
<S>               <C>
     4            Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 0-97098 on Form 8-A
                  which is incorporated herein by reference pursuant to Item
                  3(c) of this Registration Statement.

     5            Opinion and consent of Gunderson Dettmer Stough Villeneuve
                  Franklin & Hachigian, LLP.

    23.1          Consent of Price Waterhouse LLP, Independent Accountants

    23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                  Hachigian, LLP is contained in Exhibit 5.

    24            Power of Attorney. Reference is made to page II-3 of this
                  Registration Statement.
</TABLE>

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 paragraphs 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 Registrant's 1995
Stock Option/Stock Issuance Plan and Employee Stock Purchase 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 SEC,
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.


<PAGE>   4

                                   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 Sunnyvale, State of California on this
23rd day of October, 1997.

                                        ARBOR SOFTWARE CORPORATION


                                        By: /s/ James A. Dorrian
                                            ------------------------------------
                                            James A. Dorrian
                                            Chief Executive Officer and  
                                            Chairman of the
                                            Board of Directors

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of Arbor Software
Corporation, a Delaware corporation, do hereby constitute and appoint James A.
Dorrian and Stephen V. Imbler, and either 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 either
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 either of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either 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/ James A. Dorrian                   Chief Executive Officer                  October 23, 1997
-------------------------------------  and Chairman of the Board of Directors   
James A. Dorrian                       (Principal Executive Officer)


/s/ Stephen V. Imbler                  Senior Vice President and                October 23, 1997
-------------------------------------  Chief Financial Officer                  
Stephen V. Imbler                      (Principal Financial and 
                                       Accounting Officer)
</TABLE>



<PAGE>   5

<TABLE>
<CAPTION>
Signature                              Title                                     Date
---------                              -----                                     ----
<S>                                    <C>                                      <C>
/s/ John M. Dillon                     President, Chief Operating Officer       October 23, 1997 
------------------------------------   and Director                            
John M. Dillon


                                       Director                                            , 1997 
------------------------------------                                            -----------
Mark W. Perry


/s/ Ann L. Winblad                     Director                                 October 23, 1997 
------------------------------------                                                  
Ann L. Winblad
</TABLE>



                                      II-4
<PAGE>   6


                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                           ARBOR SOFTWARE CORPORATION

<PAGE>   7

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number    Exhibit
--------------    -------
<S>               <C>
     4            Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 0-97098 on Form
                  8-A, which is incorporated herein by reference pursuant to
                  Item 3(c) of this Registration Statement.

     5            Opinion and consent of Gunderson Dettmer Stough Villeneuve
                  Franklin & Hachigian, LLP.

    23.1          Consent of Price Waterhouse LLP, Independent Accountants

    23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                  Hachigian, LLP is contained in Exhibit 5.

    24            Power of Attorney. Reference is made to page II-3 of this
                  Registration Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18458}]
{"company-data": {"conformed-name": "ARBOR SOFTWARE CORP", "cik": "0001001113", "assigned-sic": "7372", "irs-number": "770277772", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38871", "film-number": "97701758"}, "business-address": {"street1": "1325 CHESAPEAKE TERRACE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087275800"}, "mail-address": {"street1": "1325 CHESAPEAKE TERRACE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
1
   As filed with the Securities and Exchange Commission on October 28, 1997
                                                  Registration No. 333- ________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

               DELAWARE                              77-0277772
     (State or other jurisdiction          (IRS Employer Identification No.)
   of incorporation or organization)

                              1344 CROSSMAN AVENUE
                           SUNNYVALE, CALIFORNIA 94089
               (Address of principal executive offices) (Zip Code)

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

                           ARBOR SOFTWARE CORPORATION
                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                                STEPHEN V. IMBLER
                            SENIOR VICE PRESIDENT AND
                             CHIEF FINANCIAL OFFICER
                           ARBOR SOFTWARE CORPORATION
                1344 CROSSMAN AVENUE, SUNNYVALE, CALIFORNIA 94089
                     (Name and address of agent for service)
                                 (408) 744-9500
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
         Title of                                              Proposed Maximum  Proposed Maximum                  
        Securities                               Amount            Offering          Aggregate         Amount of   
           to be                                 to be               Price           Offering        Registration  
        Registered                            Registered(1)       per Share(2)       Price(2)             Fee      
        ----------                            -------------       ------------       --------             ---
Options to purchase Common Stock           750,000                 N/A              N/A               N/A
    under the 1995 Stock Option/Stock
    Issuance Plan

    Common Stock, $0.001 par value:
    -------------------------------

    1995 Stock Option/Stock Issuance Plan      750,000           $42.375           $31,781,250       $9,630.67
                                                                 -------           -----------       ---------

    Employee Stock Purchase Plan               150,000           $42.375           $ 6,356,250       $1,926.14
                                                                 -------           -----------       ---------
===================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1995 Stock Option/Stock
         Issuance Plan and Employee Stock Purchase Plan by reason of any stock
         dividend, stock split, recapitalization or other similar transaction
         effected without the receipt of consideration which results in an
         increase in the number of the outstanding shares of Common Stock of
         Arbor Software Corporation.

    (2)  Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the per share
         of Common Stock of Arbor Software Corporation on the Nasdaq National
         Market on October 23, 1997.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        Arbor Software Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        (a)    (1) The Registrant's Annual Report on Form 10-K for the fiscal
               year ended March 31, 1997;

               (2) Amendment No. 1 on Form 10-K/A filed with the SEC on 
               June 30, 1997;

        (b)    The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended June 30, 1997; and

        (c)    The Registrant's Registration Statement No. 0-97098 on Form 8-A
               filed with the SEC on September 19, 1995 pursuant to Section 12
               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 deregisters 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.

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 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933 as
amended (the "1933 Act.") The Registrant's Bylaws provide for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of their fiduciary duty as directors to the Registrant and
its stockholders. This provision in the Certificate of Incorporation does not
eliminate the fiduciary duty of the directors, and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Registrant has entered into
Indemnification Agreements with its officers and directors. The Indemnification
Agreements provide the Registrant's officers and directors with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law.
3

Item 7.  Exemption from Registration Claimed

        Not Applicable.

Item 8.  Exhibits
Exhibit Number    Exhibit
--------------    -------
4            Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 0-97098 on Form 8-A
                  which is incorporated herein by reference pursuant to Item
                  3(c) of this Registration Statement.

     5            Opinion and consent of Gunderson Dettmer Stough Villeneuve
                  Franklin & Hachigian, LLP.

    23.1          Consent of Price Waterhouse LLP, Independent Accountants

    23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                  Hachigian, LLP is contained in Exhibit 5.

    24            Power of Attorney. Reference is made to page II-3 of this
                  Registration Statement.
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 paragraphs 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 Registrant's 1995
Stock Option/Stock Issuance Plan and Employee Stock Purchase 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 SEC,
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.
4

                                   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 Sunnyvale, State of California on this
23rd day of October, 1997.

                                        ARBOR SOFTWARE CORPORATION

                                        By: /s/ James A. Dorrian
                                            ------------------------------------
                                            James A. Dorrian
                                            Chief Executive Officer and  
                                            Chairman of the
                                            Board of Directors

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of Arbor Software
Corporation, a Delaware corporation, do hereby constitute and appoint James A.
Dorrian and Stephen V. Imbler, and either 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 either
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 either of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either 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/ James A. Dorrian                   Chief Executive Officer                  October 23, 1997
-------------------------------------  and Chairman of the Board of Directors   
James A. Dorrian                       (Principal Executive Officer)

/s/ Stephen V. Imbler                  Senior Vice President and                October 23, 1997
-------------------------------------  Chief Financial Officer                  
Stephen V. Imbler                      (Principal Financial and 
                                       Accounting Officer)
5
Signature                              Title                                     Date
---------                              -----                                     ----
/s/ John M. Dillon                     President, Chief Operating Officer       October 23, 1997 
------------------------------------   and Director                            
John M. Dillon

                                       Director                                            , 1997 
------------------------------------                                            -----------
Mark W. Perry

/s/ Ann L. Winblad                     Director                                 October 23, 1997 
------------------------------------                                                  
Ann L. Winblad
II-4
6

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                           ARBOR SOFTWARE CORPORATION
7

                                  EXHIBIT INDEX
Exhibit Number    Exhibit
--------------    -------
4            Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 0-97098 on Form
                  8-A, which is incorporated herein by reference pursuant to
                  Item 3(c) of this Registration Statement.

     5            Opinion and consent of Gunderson Dettmer Stough Villeneuve
                  Franklin & Hachigian, LLP.

    23.1          Consent of Price Waterhouse LLP, Independent Accountants

    23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                  Hachigian, LLP is contained in Exhibit 5.

    24            Power of Attorney. Reference is made to page II-3 of this
                  Registration Statement.