As filed with the Securities and Exchange Commission on September 16, 1997
                                              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)

                          Dendrite International, Inc.
                            1997 Stock Incentive Plan
                            (Full Title of the Plan)

                              Christopher J. French
                  Vice President, General Counsel and Secretary
                          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)

<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
================================ ================================ ================= ================ ==============
<S>                              <C>                              <C>                <C>              <C>
                                                                      Proposed          Proposed
                                                                       Maximum          Maximum        Amount of
     Title of Each Class of                                        Offering Price      Aggregate      Registration
  Securities to be Registered        Amount to be Registered        Per Share(1)     Offering Price       Fee
-------------------------------- -------------------------------- ----------------- ---------------- --------------

Common Stock, no par value                   500,000                  $18.1875         $9,093,750.       $2,756.

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

<FN>
(1)  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, as quoted through the NASDAQ National
     Market, on September 15, 1997.
</FN>
</TABLE>


<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 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-2

<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,
1996 filed with the Commission on March 31, 1997.

     2. The Company's Quarterly Reports on Form 10-Q for the quarter ended March
31, 1997 and June 30, 1997 filed with the Commission May 15, 1997, as amended
May 16, 1997 and August 15, 1997, 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.

     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.

Item 4.         Description of Securities

     Not applicable.


                                      II-1
<PAGE>

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 July 30,
     1996 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  The Dendrite International, Inc. 1997 Stock Incentive Plan (the "Stock
     Plan") dated July 24, 1997.

5.1  Opinion of Sullivan & Cromwell as to the validity of Common Stock, no par
     value, issued under the Stock Plan.

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

23.2 Consent of Arthur Andersen LLP, independent public accountants.

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 of 1933, 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


                                      II-3

<PAGE>




          (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 Act and will
be governed by the final adjudication of such issue.

                                      II-4

<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the Township of Harding, State of New Jersey, on the 16th day of
September, 1997.

                                                DENDRITE INTERNATIONAL, INC.


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


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John E. Bailye and George T.
Robson, 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       Chief Executive Officer,
-------------------------   President and Director           September 16, 1997
     John E. Bailye         



  /s/ George T. Robson      Senior Vice President and
-------------------------   Chief Financial Officer          September 16, 1997
     George T. Robson       



/s/ Bernard M. Goldsmith    Director                         September 16, 1997
-------------------------   
   Bernard M. Goldsmith     



  /s/ John H. Martinson     Director                      September 16, 1997
-------------------------
    John H. Martinson




                                      II-5

<PAGE>




  /s/ Paul A. Margolis      Director                      September 16, 1997
-------------------------
     Paul A. Margolis       



                            Director
-------------------------
    Edward J. Kfoury        





                                      II-6

<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
            June 30, 1996 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         The Dendrite International, Inc. 1997 Stock Incentive Plan dated
            July 24, 1997.

5.1         Opinion of Sullivan & Cromwell as to the validity of the Common
            Stock issued under the Stock Plan.

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

23.2        Consent of Arthur Andersen LLP, independent public accountants.

24.1        Power of Attorney is included in the signature page of the
            Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18460}]
{"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": "333-35701", "film-number": "97681178"}, "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 September 16, 1997
                                              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)

                          Dendrite International, Inc.
                            1997 Stock Incentive Plan
                            (Full Title of the Plan)

                              Christopher J. French
                  Vice President, General Counsel and Secretary
                          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
                                                                       Maximum          Maximum        Amount of
     Title of Each Class of                                        Offering Price      Aggregate      Registration
  Securities to be Registered        Amount to be Registered        Per Share(1)     Offering Price       Fee
-------------------------------- -------------------------------- ----------------- ---------------- --------------

Common Stock, no par value                   500,000                  $18.1875         $9,093,750.       $2,756.

================================ ================================ ================= ================ ==============
(1)  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, as quoted through the NASDAQ National
     Market, on September 15, 1997.
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 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-2
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,
1996 filed with the Commission on March 31, 1997.

     2. The Company's Quarterly Reports on Form 10-Q for the quarter ended March
31, 1997 and June 30, 1997 filed with the Commission May 15, 1997, as amended
May 16, 1997 and August 15, 1997, 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.

     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.

Item 4.         Description of Securities

     Not applicable.

                                      II-1
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 July 30,
     1996 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  The Dendrite International, Inc. 1997 Stock Incentive Plan (the "Stock
     Plan") dated July 24, 1997.

5.1  Opinion of Sullivan & Cromwell as to the validity of Common Stock, no par
     value, issued under the Stock Plan.

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

23.2 Consent of Arthur Andersen LLP, independent public accountants.

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 of 1933, 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

                                      II-3
(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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the Township of Harding, State of New Jersey, on the 16th day of
September, 1997.

                                                DENDRITE INTERNATIONAL, INC.

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

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John E. Bailye and George T.
Robson, 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       Chief Executive Officer,
-------------------------   President and Director           September 16, 1997
     John E. Bailye         

  /s/ George T. Robson      Senior Vice President and
-------------------------   Chief Financial Officer          September 16, 1997
     George T. Robson       

/s/ Bernard M. Goldsmith    Director                         September 16, 1997
-------------------------   
   Bernard M. Goldsmith     

  /s/ John H. Martinson     Director                      September 16, 1997
-------------------------
    John H. Martinson

                                      II-5
/s/ Paul A. Margolis      Director                      September 16, 1997
-------------------------
     Paul A. Margolis       

                            Director
-------------------------
    Edward J. Kfoury        

                                      II-6
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
            June 30, 1996 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         The Dendrite International, Inc. 1997 Stock Incentive Plan dated
            July 24, 1997.

5.1         Opinion of Sullivan & Cromwell as to the validity of the Common
            Stock issued under the Stock Plan.

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

23.2        Consent of Arthur Andersen LLP, independent public accountants.

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