Filed with the Securities and Exchange Commission on June 15, 2000
                                     Securities Act Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933


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

        Oregon                                         93-0748489
------------------------                  ------------------------------------
(State of incorporation)                  (I.R.S. Employer Identification No.)

15195 N.W. Greenbrier Parkway, Beaverton, Oregon                97006
------------------------------------------------              ----------
   (Address of principal executive offices)                   (Zip Code)

                           2000 Stock Incentive Plan
                           -------------------------
                           (Full title of the plan)


            Curtis L. Peltz, President and Chief Executive Officer
                        Timberline Software Corporation
                         15195 N.W. Greenbrier Parkway
                            Beaverton, Oregon 97006
            ------------------------------------------------------
                      (Name, address and telephone number
                             of agent for service)

                                  Copies to:
                           Kenneth E. Roberts, Esq.
                         Foster Pepper & Shefelman LLP
                         101 S.W. Main St., 15th Floor
                            Portland, Oregon 97204


<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
                                               Proposed            Proposed
                           Number of            Maximum             Maximum           Amount of
Title of Securities       Shares Being       Offering Price        Aggregate        Registration
Being Registered          Registered(1)       Per Share(2)     Offering Price(2)         Fee
-----------------------------------------------------------------------------------------------------------

<S>                         <C>                 <C>               <C>                 <C>
Common Stock                1,500,000           $8.0625           $12,093,750         $3,192.75
-----------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The shares of Common  Stock  represent  the number of shares which may be
     issued pursuant to the 2000 Stock  Incentive Plan. In addition,  pursuant
     to Rule 416, this  Registration  Statement  also covers an  indeterminate
     number of  additional  shares  which may be  issuable  as a result of the
     anti-dilution provisions of Plan.

(2)  The maximum  offering price for the shares cannot presently be determined
     as the  offering  price is  established  at the time  shares are  issued.
     Pursuant to Rule  457(h),  the offering  price is estimated  based on the
     last sale  price  reported  for the Common  Stock on the Nasdaq  National
     Market on June 8, 2000, and the maximum  offering price is calculated for
     the sole purpose of determining the Registration Fee.

<PAGE>


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed by Timberline  Software  Corporation  (the
"Company")  with the Securities and Exchange  Commission are  incorporated  by
reference in this registration statement:

     1.   The Company's  annual report on Form 10-K filed with the  Commission
          on March 30, 2000 (File No. 0-16376).

     2.   The  description  of the Company's  Common Stock,  no par value (the
          "Common Stock"), set forth in the Company's  Registration  Statement
          on  Form  S-18,   as   declared   effective   on  February  9,  1984
          (Registration No. 2-87409-S).

     All  documents  filed by the Company  subsequent  to those  listed  above
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended,  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  herein 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.

     Under the Oregon  Business  Corporation  Act (the "Act"),  the  Company's
Restated  Articles of  Incorporation,  as amended  (the  "Articles"),  and the
Company's  Amended and Restated Bylaws (the  "Bylaws"),  the Company has broad
powers to indemnify  directors and officers against  liabilities that they may
incur in such capacities.

     Under  ORS  60.387  to ORS  60.414,  a  person  who is made a party  to a
proceeding  because  such  person  is or was an  officer  or  director  of the
corporation shall be indemnified by the corporation  (unless the corporation's
articles of  incorporation  provide  otherwise)  against  reasonable  expenses
incurred by such person in  connection  with the  proceeding if such person is
wholly  successful  on the  merits or  otherwise  or if  ordered by a court of
competent  jurisdiction.  In addition, a corporation is permitted to indemnify
such persons against liability  incurred in a proceeding if: (i) such person's
conduct was in good faith and in a manner he or she reasonably believed was in
the  corporation's  best  interests,  or, at least,  not  opposed  to its best


                                     II-1
<PAGE>

interests;  (ii) such  person had no  reasonable  cause to believe  his or her
conduct was unlawful if the proceeding was a criminal  proceeding;  (iii) such
person was not adjudged  liable to the corporation if the proceeding was by or
in the right of the corporation (in which case  indemnification  is limited to
such person's reasonable expenses in connection with the proceeding); and (iv)
such  person was not  adjudged  liable on the basis that he or she  improperly
received a personal benefit.

     The Articles and Bylaws require the indemnification of a director made or
threatened  to be made party to a  proceeding  because such person is or was a
director of the Company or one of its subsidiaries against certain liabilities
and  expenses  if: (i) the  director's  conduct  was in good  faith;  (ii) the
director  reasonably believed that his or her conduct was in the best interest
of the corporation,  or at least not opposed to its best interests;  and (iii)
in the case of a criminal proceeding,  the director had no reasonable cause to
believe that the conduct was unlawful.  In the case of any proceeding by or in
the right of the Company,  a director is entitled to  indemnification  against
certain expenses,  except that no indemnification  generally would be made if:
(i) the  director has been  adjudged  liable to the  Corporation;  or (ii) the
officer or director received an improper personal benefit.

     The Articles and Bylaws further permit  indemnification to be provided to
persons other than directors,  including officers, employees and agents, under
certain  circumstances.  The Bylaws state that the  foregoing  indemnification
provisions  are not  exclusive  of any other  right to which any person may be
entitled  under any  statute,  the  Articles,  Bylaws,  agreement,  general or
specific  action of the Board,  vote of the  shareholders  or  otherwise.  The
Articles  also provide that to the full extent of the Act, no director will be
liable to the Company or its  shareholders for monetary damages for conduct as
a director.

     The Company has entered into indemnification  agreements with each of its
directors and executive  officers  under which the Company agrees to indemnify
its  directors  to the fullest  extent  permitted  by law.  The  Company  also
maintains  directors'  and  officers'  liability  insurance  under  which  the
Company's  directors  and  officers  are  insured  against  claims for errors,
neglect, breach of duty and other matters.


Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The exhibits  required by Item 601 of Regulation S-K being filed herewith
or incorporated herein by reference are as follows:

Exhibit

4.1  Restated Articles of Incorporation, as amended (Incorporated by reference
     to  Exhibit  3.1 of  Quarterly  Report on Form 10-Q for the three  months
     ended September 30, 1998)



                                     II-2
<PAGE>

4.2  Amended and Restated Bylaws  (Incorporated  by reference to Exhibit 3(ii)
     of  Quarterly  Report on Form 10-QSB for the three months ended March 31,
     1997)

4.3  Indemnification Agreement between the registrant and Thomas Coleman *

5.1  Opinion of Foster Pepper & Shefelman LLP

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5.1)

24.1 Power of Attorney (Included in the signature page)

99   2000 Stock Incentive Plan and Form of Option Agreement

*  Substantially   identical  agreements  exist  between  the  registrant  and
executive officers Carol A. Vega, Matthew S. Lange, James O. Campbell, John M.
Geffel, Curtis L. Peltz and Carl C. Asai, as well as directors James A. Meyer,
Thomas P. Cox and Donald L. Tisdel

Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

     (A) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

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

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

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

Provided  however,  that  paragraphs  1 and 2 do 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 Securities  Exchange Act of 1934 that are incorporated
by reference in the registration statement.



                                     II-3
<PAGE>

     (B)  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.

     (C) 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.

     (D) 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 herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (E)  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 provisions described in Item 6, or
otherwise,  the  registrant  has  been  advised  that  in the  opinion  of the
Securities  and Exchange  Commission  such  indemnification  is against public
policy as expressed in the Act and is, therefore,  unenforceable. In the event
that the 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. The foregoing  undertaking  shall not apply to  indemnification
which is covered by insurance.


                                     II-4
<PAGE>

                                  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 Beaverton, Oregon, on June 13, 2000.

TIMBERLINE SOFTWARE CORPORATION


By: /s/ Carl C. Asai
    -------------------------------------------------
    Carl C. Asai, Senior Vice President - Finance and
    Chief Financial Officer


                               POWER OF ATTORNEY

     Each person whose individual  signature  appears below hereby  authorizes
and  appoints  Curtis L. Peltz and Carl C. Asai,  and each of them,  with full
power of substitution to act as his true and lawful attorney in fact and agent
to act in his name,  place and stead, and to execute in the name and on behalf
of each person,  individually  and in each capacity stated below,  and to file
any and all amendments to this registration  statement,  including any and all
post-effective amendments or new registration pursuant to Rule 462.

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


/s/ Curtis L. Peltz                             6/13/00
---------------------------------------------   -----------------------------
Curtis L. Peltz, President,                     Date
    Chief Executive Officer and Director


/s/ Carl C. Asai                                6/13/00
---------------------------------------------   -----------------------------
Carl C. Asai, Senior Vice President - Finance   Date
    and Chief Financial Officer


/s/ James A. Meyer                              6/13/00
---------------------------------------------   -----------------------------
James A. Meyer, Director, Chairman of the       Date
    Board of Directors


/s/ Thomas P. Cox                               6/13/00
---------------------------------------------   -----------------------------
Thomas P. Cox, Director                         Date


/s/ Donald L. Tisdel                            6/13/00
---------------------------------------------   -----------------------------
Donald L. Tisdel, Director                      Date



<PAGE>

                                EXHIBIT INDEX


Exhibit

4.1  Restated Articles of Incorporation, as amended (Incorporated by reference
     to  Exhibit  3.1 of  Quarterly  Report on Form 10-Q for the three  months
     ended September 30, 1998)

4.2  Amended and Restated Bylaws  (Incorporated  by reference to Exhibit 3(ii)
     of  Quarterly  Report on Form 10-QSB for the three months ended March 31,
     1997)

4.3  Indemnification Agreement between the registrant and Thomas Coleman *

5.1  Opinion of Foster Pepper & Shefelman LLP

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5.1)

24.1 Power of Attorney (Included in the signature page)

99   2000 Stock Incentive Plan and Form of Option Agreement

*  Substantially   identical  agreements  exist  between  the  registrant  and
executive officers Carol A. Vega, Matthew S. Lange, James O. Campbell, John M.
Geffel, Curtis L. Peltz and Carl C. Asai, as well as directors James A. Meyer,
Thomas P. Cox and Donald L. Tisdel
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "TIMBERLINE SOFTWARE CORPORATION FORM S-8", "secsgml_size_bytes": 17255}]
{"company-data": {"conformed-name": "TIMBERLINE SOFTWARE CORPORATION", "cik": "0000314436", "assigned-sic": "7372", "irs-number": "930748489", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39424", "film-number": "655983"}, "business-address": {"street1": "15195 NW GREENBRIER PARKWAY", "city": "BEAVERTON", "state": "OR", "zip": "97006", "phone": "5036266775"}, "mail-address": {"street1": "15195 NW GREENBRIER PARKWAY", "city": "BEAVERTON", "state": "OR", "zip": "97006"}, "former-company": {"former-conformed-name": "TIMBERLINE SYSTEMS INC", "date-changed": "19860514"}}
Filed with the Securities and Exchange Commission on June 15, 2000
                                     Securities Act Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

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

        Oregon                                         93-0748489
------------------------                  ------------------------------------
(State of incorporation)                  (I.R.S. Employer Identification No.)

15195 N.W. Greenbrier Parkway, Beaverton, Oregon                97006
------------------------------------------------              ----------
   (Address of principal executive offices)                   (Zip Code)

                           2000 Stock Incentive Plan
                           -------------------------
                           (Full title of the plan)

            Curtis L. Peltz, President and Chief Executive Officer
                        Timberline Software Corporation
                         15195 N.W. Greenbrier Parkway
                            Beaverton, Oregon 97006
            ------------------------------------------------------
                      (Name, address and telephone number
                             of agent for service)

                                  Copies to:
                           Kenneth E. Roberts, Esq.
                         Foster Pepper & Shefelman LLP
                         101 S.W. Main St., 15th Floor
                            Portland, Oregon 97204
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
                                               Proposed            Proposed
                           Number of            Maximum             Maximum           Amount of
Title of Securities       Shares Being       Offering Price        Aggregate        Registration
Being Registered          Registered(1)       Per Share(2)     Offering Price(2)         Fee
-----------------------------------------------------------------------------------------------------------
Common Stock                1,500,000           $8.0625           $12,093,750         $3,192.75
-----------------------------------------------------------------------------------------------------------
(1)  The shares of Common  Stock  represent  the number of shares which may be
     issued pursuant to the 2000 Stock  Incentive Plan. In addition,  pursuant
     to Rule 416, this  Registration  Statement  also covers an  indeterminate
     number of  additional  shares  which may be  issuable  as a result of the
     anti-dilution provisions of Plan.

(2)  The maximum  offering price for the shares cannot presently be determined
     as the  offering  price is  established  at the time  shares are  issued.
     Pursuant to Rule  457(h),  the offering  price is estimated  based on the
     last sale  price  reported  for the Common  Stock on the Nasdaq  National
     Market on June 8, 2000, and the maximum  offering price is calculated for
     the sole purpose of determining the Registration Fee.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed by Timberline  Software  Corporation  (the
"Company")  with the Securities and Exchange  Commission are  incorporated  by
reference in this registration statement:

     1.   The Company's  annual report on Form 10-K filed with the  Commission
          on March 30, 2000 (File No. 0-16376).

     2.   The  description  of the Company's  Common Stock,  no par value (the
          "Common Stock"), set forth in the Company's  Registration  Statement
          on  Form  S-18,   as   declared   effective   on  February  9,  1984
          (Registration No. 2-87409-S).

     All  documents  filed by the Company  subsequent  to those  listed  above
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended,  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  herein 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.

     Under the Oregon  Business  Corporation  Act (the "Act"),  the  Company's
Restated  Articles of  Incorporation,  as amended  (the  "Articles"),  and the
Company's  Amended and Restated Bylaws (the  "Bylaws"),  the Company has broad
powers to indemnify  directors and officers against  liabilities that they may
incur in such capacities.

     Under  ORS  60.387  to ORS  60.414,  a  person  who is made a party  to a
proceeding  because  such  person  is or was an  officer  or  director  of the
corporation shall be indemnified by the corporation  (unless the corporation's
articles of  incorporation  provide  otherwise)  against  reasonable  expenses
incurred by such person in  connection  with the  proceeding if such person is
wholly  successful  on the  merits or  otherwise  or if  ordered by a court of
competent  jurisdiction.  In addition, a corporation is permitted to indemnify
such persons against liability  incurred in a proceeding if: (i) such person's
conduct was in good faith and in a manner he or she reasonably believed was in
the  corporation's  best  interests,  or, at least,  not  opposed  to its best

                                     II-1
interests;  (ii) such  person had no  reasonable  cause to believe  his or her
conduct was unlawful if the proceeding was a criminal  proceeding;  (iii) such
person was not adjudged  liable to the corporation if the proceeding was by or
in the right of the corporation (in which case  indemnification  is limited to
such person's reasonable expenses in connection with the proceeding); and (iv)
such  person was not  adjudged  liable on the basis that he or she  improperly
received a personal benefit.

     The Articles and Bylaws require the indemnification of a director made or
threatened  to be made party to a  proceeding  because such person is or was a
director of the Company or one of its subsidiaries against certain liabilities
and  expenses  if: (i) the  director's  conduct  was in good  faith;  (ii) the
director  reasonably believed that his or her conduct was in the best interest
of the corporation,  or at least not opposed to its best interests;  and (iii)
in the case of a criminal proceeding,  the director had no reasonable cause to
believe that the conduct was unlawful.  In the case of any proceeding by or in
the right of the Company,  a director is entitled to  indemnification  against
certain expenses,  except that no indemnification  generally would be made if:
(i) the  director has been  adjudged  liable to the  Corporation;  or (ii) the
officer or director received an improper personal benefit.

     The Articles and Bylaws further permit  indemnification to be provided to
persons other than directors,  including officers, employees and agents, under
certain  circumstances.  The Bylaws state that the  foregoing  indemnification
provisions  are not  exclusive  of any other  right to which any person may be
entitled  under any  statute,  the  Articles,  Bylaws,  agreement,  general or
specific  action of the Board,  vote of the  shareholders  or  otherwise.  The
Articles  also provide that to the full extent of the Act, no director will be
liable to the Company or its  shareholders for monetary damages for conduct as
a director.

     The Company has entered into indemnification  agreements with each of its
directors and executive  officers  under which the Company agrees to indemnify
its  directors  to the fullest  extent  permitted  by law.  The  Company  also
maintains  directors'  and  officers'  liability  insurance  under  which  the
Company's  directors  and  officers  are  insured  against  claims for errors,
neglect, breach of duty and other matters.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The exhibits  required by Item 601 of Regulation S-K being filed herewith
or incorporated herein by reference are as follows:

Exhibit

4.1  Restated Articles of Incorporation, as amended (Incorporated by reference
     to  Exhibit  3.1 of  Quarterly  Report on Form 10-Q for the three  months
     ended September 30, 1998)

                                     II-2
4.2  Amended and Restated Bylaws  (Incorporated  by reference to Exhibit 3(ii)
     of  Quarterly  Report on Form 10-QSB for the three months ended March 31,
     1997)

4.3  Indemnification Agreement between the registrant and Thomas Coleman *

5.1  Opinion of Foster Pepper & Shefelman LLP

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5.1)

24.1 Power of Attorney (Included in the signature page)

99   2000 Stock Incentive Plan and Form of Option Agreement

*  Substantially   identical  agreements  exist  between  the  registrant  and
executive officers Carol A. Vega, Matthew S. Lange, James O. Campbell, John M.
Geffel, Curtis L. Peltz and Carl C. Asai, as well as directors James A. Meyer,
Thomas P. Cox and Donald L. Tisdel

Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

     (A) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

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

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

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

Provided  however,  that  paragraphs  1 and 2 do 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 Securities  Exchange Act of 1934 that are incorporated
by reference in the registration statement.

                                     II-3
(B)  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.

     (C) 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.

     (D) 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 herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (E)  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 provisions described in Item 6, or
otherwise,  the  registrant  has  been  advised  that  in the  opinion  of the
Securities  and Exchange  Commission  such  indemnification  is against public
policy as expressed in the Act and is, therefore,  unenforceable. In the event
that the 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. The foregoing  undertaking  shall not apply to  indemnification
which is covered by insurance.

                                     II-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 Beaverton, Oregon, on June 13, 2000.

TIMBERLINE SOFTWARE CORPORATION

By: /s/ Carl C. Asai
    -------------------------------------------------
    Carl C. Asai, Senior Vice President - Finance and
    Chief Financial Officer

                               POWER OF ATTORNEY

     Each person whose individual  signature  appears below hereby  authorizes
and  appoints  Curtis L. Peltz and Carl C. Asai,  and each of them,  with full
power of substitution to act as his true and lawful attorney in fact and agent
to act in his name,  place and stead, and to execute in the name and on behalf
of each person,  individually  and in each capacity stated below,  and to file
any and all amendments to this registration  statement,  including any and all
post-effective amendments or new registration pursuant to Rule 462.

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

/s/ Curtis L. Peltz                             6/13/00
---------------------------------------------   -----------------------------
Curtis L. Peltz, President,                     Date
    Chief Executive Officer and Director

/s/ Carl C. Asai                                6/13/00
---------------------------------------------   -----------------------------
Carl C. Asai, Senior Vice President - Finance   Date
    and Chief Financial Officer

/s/ James A. Meyer                              6/13/00
---------------------------------------------   -----------------------------
James A. Meyer, Director, Chairman of the       Date
    Board of Directors

/s/ Thomas P. Cox                               6/13/00
---------------------------------------------   -----------------------------
Thomas P. Cox, Director                         Date

/s/ Donald L. Tisdel                            6/13/00
---------------------------------------------   -----------------------------
Donald L. Tisdel, Director                      Date
EXHIBIT INDEX

Exhibit

4.1  Restated Articles of Incorporation, as amended (Incorporated by reference
     to  Exhibit  3.1 of  Quarterly  Report on Form 10-Q for the three  months
     ended September 30, 1998)

4.2  Amended and Restated Bylaws  (Incorporated  by reference to Exhibit 3(ii)
     of  Quarterly  Report on Form 10-QSB for the three months ended March 31,
     1997)

4.3  Indemnification Agreement between the registrant and Thomas Coleman *

5.1  Opinion of Foster Pepper & Shefelman LLP

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5.1)

24.1 Power of Attorney (Included in the signature page)

99   2000 Stock Incentive Plan and Form of Option Agreement

*  Substantially   identical  agreements  exist  between  the  registrant  and
executive officers Carol A. Vega, Matthew S. Lange, James O. Campbell, John M.
Geffel, Curtis L. Peltz and Carl C. Asai, as well as directors James A. Meyer,
Thomas P. Cox and Donald L. Tisdel