<PAGE>   1
     As Filed With the Securities and Exchange Commission on June 20, 1996

                                                    Registration No. 333-_______
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549

                                   __________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                   __________



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


           Delaware                                            33-0277592
(State or other jurisdiction of                             (I.R.S. Employer 
incorporation or organization)                             Identification No.)


                 195 Technology Drive, Irvine, California 92718
              (Address of Principal Executive Offices) (Zip Code)

                                   __________

                     1996 NONQUALIFIED STOCK OPTION PLAN
                          (Full title of the plans)
                                   __________


                    L. George Klaus, Chief Executive Officer
                         Platinum Software Corporation
                              195 Technology Drive
                            Irvine, California 92718
                    (Name and address of agent for service)


                                 (714) 453-4000
         (Telephone number, including area code, of agent for service)


                                   Copies to:
                             Perry Tarnofsky, Esq.
                         Platinum Software Corporation
                              195 Technology Drive
                                Irvine, CA 92718

          Approximate date of commencement of proposed sale to public:  As soon
as practicable after the effective date of this Registration Statement.

          If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]


<PAGE>   2
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                            Proposed maximum       Proposed maximum
  Title of securities     Amount to be       offering price       aggregate offering         Amount of
   to be registered       registered(1)        per share                 price           registration fee
- ---------------------------------------------------------------------------------------------------------
  <S>                        <C>                   <C>             <C>                       <C>
  Common Stock,              500,000
  $.001 par value            shares                (2)              $3,119,562.50(2)         $1,075.63
- ---------------------------------------------------------------------------------------------------------
</TABLE>


(1)      This Registration Statement covers an aggregate of 500,000 shares of
         Common Stock which may be issued pursuant to Registrant's 1996
         Nonqualified Stock Option Plan (the "Plan"); together with such
         additional shares of such Common Stock as may be issued to the holders
         of such options pursuant to anti-dilution provisions.

(2)      In accordance with Rule 457(h), the aggregate offering price of
         304,600 shares of Common Stock registered hereby which would be issued
         upon exercise of options granted under the Plan is based upon the per
         share exercise price of such options, the weighted average of which is
         $5.00 per share.  With respect to the remaining 195,400 shares of
         Common Stock registered hereby which would be issued upon exercise of
         the remaining options which Registrant is authorized to issue under
         its Plan, the aggregate offering price is estimated solely for
         purposes of calculating the registration fee, in accordance with Rule
         457(h) on the basis of the price of securities of the same class, as
         determined in accordance with Rule 457(c), using the average of the
         high and low price reported by NASDAQ National Market System for the
         Common Stock on June 19, 1996, which was $8.1875 per share.

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



                                       2
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated by reference in the
registration statement:

         (a)     The Registrant's Annual Report on Form 10-K for the fiscal 
year ended June 30, 1995.

         (b)     The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1995, December 31, 1995 and March 31, 1996.

         (c)     All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the annual report
referred to in (a) above.

         (d)     The description of the Registrant's Common Stock which is
contained in the Registrant's registration statement on Form 8-A filed on
October 15, 1992 pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to the registration statement which indicates that
all of the shares of Common Stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date
of the filing of such documents.  For the purposes of this registration
statement, any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Stradling, Yocca, Carlson & Rauth, a
Professional Corporation, Newport Beach, California.

Item 6.  Indemnification of Directors and Officers.

         (a)     As permitted by the Delaware General Corporation Law, the
Second Restated Certificate of Incorporation eliminates the liability of
directors to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.

         (b)     The Amended and Restated Certificate of Incorporation provides
that the Registrant will indemnify each person who was or is made a party to
any proceeding by reason of the fact that





                                      II-1
<PAGE>   4
such person is or was a director or officer of the Registrant against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith to the fullest extent authorized by the Delaware General
Corporation Law.  The Registrant's Amended and Restated Bylaws provide for a
similar indemnity to directors and officers of the Company to the fullest
extent authorized by the Delaware General Corporation Law.

         (c)     The Registrant has entered into indemnification agreements
with each of its directors and executive officers.  The indemnification
agreements provide for the indemnification of directors and executive officers
of the Registrant against any and all expenses, judgments, fines, penalties and
amounts paid in settlement, to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

          4.1    Platinum Software Corporation 1996 Nonqualified Stock Option 
                 Plan (the "Plan").

          4.2    Form of Nonqualified Stock Option Agreement pertaining to the
                 Plan.

          5.1    Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
                 Corporation.

         23.1    Consent of Stradling, Yocca, Carlson & Rauth, a Professional
                 Corporation (included in Exhibit 5.1).

         23.2    Consent of Arthur Andersen LLP, Independent Accountants

         23.3    Consent of Ernst & Young LLP, Independent Accountants

         24.1    Power of Attorney (included on the signature page to the
                 Registration Statement - see pages II-4 through II-6).

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 Securities Act of 1933 (the 
                          "Securities Act");

                          (ii)    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;

                          (iii)   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;





                                      II-2
<PAGE>   5
         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and
         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 Exchange Act
         that are incorporated by reference in the registration statement.

                 (2)      That, for the purpose of determining any liability
                 under the Securities Act, each such post-effective amendment
                 shall be deemed to be a new registration 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.

                 (3)      To remove from registration by means of a
                 post-effective amendment any of the securities being
                 registered which remain unsold at the termination of the
                 offering.

         (b)     The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Exchange Act) that is incorporated by reference in the
         registration statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the 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-3
<PAGE>   6
                                   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, thereunto
duly authorized, in the City of Irvine, State of California, on the 19th day of
June, 1996.


                                                  PLATINUM SOFTWARE CORPORATION



                                                  By:  /s/ L. GEORGE KLAUS
                                                       ------------------------
                                                       L. George Klaus
                                                       Chief Executive Officer

                               POWER OF ATTORNEY

         We, the undersigned officers and directors of Platinum Software
Corporation, do hereby constitute and appoint L. George Klaus and Michael J.
Simmons, or either of them, our true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, 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, and each
of them, full power and authority to do and perform each and every act and
thing requisite are necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each of said attorney-in-fact and agents, 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, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

        Signature                          Title                          Date
        ---------                          -----                          ----
<S>                              <C>                                 <C>
/s/ L. GEORGE KLAUS              Chief Executive Officer,            June 19, 1996
- -------------------------        President, Director                                                  
    L. George Klaus                  


/s/ MICHAEL J. SIMMONS           Chief Financial Officer             June 19, 1996
- -------------------------        (Principal Financial Officer)                                                  
    Michael J. Simmons               


/s/ PAUL G. MAZZARELLA           Controller (Principal               June 19, 1996
- -------------------------        Accounting Officer)
    Paul G. Mazzarella               
</TABLE>


                       (Signatures continued next page.)


                                      II-4
<PAGE>   7
               (POWER OF ATTORNEY SIGNATURES CONTINUED THIS PAGE)


<TABLE>
<S>                              <C>                                 <C>
/s/ CARMELO J. SANTORO           Chairman of the Board               June 19, 1996
- -------------------------                                                          
    Carmelo J. Santoro


/s/ W. DOUGLAS HAJJAR            Director                            June 19, 1996
- -------------------------
    W. Douglas Hajjar


/s/ RICHARD J. GOEGLEIN          Director                            June 19, 1996
- -------------------------                                                          
    Richard J. Goeglein


/s/ CHARLES V. PROTHRO           Director                            June 19, 1996
- -------------------------                                                             
    Charles V. Prothro


/s/ WALDO J. RICHARDS            Director                            June 19, 1996
- -------------------------
    Waldo J. Richards


/s/ L. JOHN DOERR                Director                            June 19, 1996
- -------------------------                                                          
    L. John Doerr


/s/ ARTHUR J. MARKS              Director                            June 19, 1996
- -------------------------                                                          
    Arthur J. Marks


/s/ ROBERT FINZI                 Director                            June 19, 1996
- -------------------------
    Robert Finzi


/s/ DONALD R. DIXON              Director                            June 19, 1996
- -------------------------
    Donald R. Dixon


/s/ W. DOUGLAS HAJJAR            Director                            June 19, 1996
- -------------------------                                                          
    W. Douglas Hajjar
</TABLE>



                                      II-5


<PAGE>   8
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

   Exhibit                                                                                     Sequential
   Number                                      Description                                     Page Number
   ------                                      -----------                                     -----------
    <S>    <C>
     4.1   Platinum Software Corporation 1996 Nonqualified Stock Option Plan (the
           "Plan").

     4.2   Form of Nonqualified Stock Option Agreement pertaining to the Plan.

     5.1   Opinion of Stradling, Yocca, Carlson & Rauth, A Professional Corporation.

    23.1   Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation
           (Included in Exhibit 5.1).

    23.2   Consent of Arthur Andersen LLP, Independent Accountants

    23.3   Consent of Ernst & Young LLP, Independent Accountants

    24.1   Power of Attorney (Included on the signature page to the Registration
           Statement - see pages II-4 and II-5.)
</TABLE>





                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20310}]
{"company-data": {"conformed-name": "PLATINUM SOFTWARE CORP", "cik": "0000891178", "assigned-sic": "7372", "irs-number": "330277592", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06419", "film-number": "96583541"}, "business-address": {"street1": "195 TECHNOLOGY DRIVE", "city": "IRVINE", "state": "CA", "zip": "92718-2402", "phone": "7144534000"}, "mail-address": {"street1": "195 TECHNOLOGY DR", "city": "IRVINE", "state": "CA", "zip": "92718-2402"}}
1
     As Filed With the Securities and Exchange Commission on June 20, 1996

                                                    Registration No. 333-_______
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549

                                   __________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                   __________

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

           Delaware                                            33-0277592
(State or other jurisdiction of                             (I.R.S. Employer 
incorporation or organization)                             Identification No.)

                 195 Technology Drive, Irvine, California 92718
              (Address of Principal Executive Offices) (Zip Code)

                                   __________

                     1996 NONQUALIFIED STOCK OPTION PLAN
                          (Full title of the plans)
                                   __________

                    L. George Klaus, Chief Executive Officer
                         Platinum Software Corporation
                              195 Technology Drive
                            Irvine, California 92718
                    (Name and address of agent for service)

                                 (714) 453-4000
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                             Perry Tarnofsky, Esq.
                         Platinum Software Corporation
                              195 Technology Drive
                                Irvine, CA 92718

          Approximate date of commencement of proposed sale to public:  As soon
as practicable after the effective date of this Registration Statement.

          If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
2
                        CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
                                            Proposed maximum       Proposed maximum
  Title of securities     Amount to be       offering price       aggregate offering         Amount of
   to be registered       registered(1)        per share                 price           registration fee
- ---------------------------------------------------------------------------------------------------------
Common Stock,              500,000
  $.001 par value            shares                (2)              $3,119,562.50(2)         $1,075.63
- ---------------------------------------------------------------------------------------------------------
(1)      This Registration Statement covers an aggregate of 500,000 shares of
         Common Stock which may be issued pursuant to Registrant's 1996
         Nonqualified Stock Option Plan (the "Plan"); together with such
         additional shares of such Common Stock as may be issued to the holders
         of such options pursuant to anti-dilution provisions.

(2)      In accordance with Rule 457(h), the aggregate offering price of
         304,600 shares of Common Stock registered hereby which would be issued
         upon exercise of options granted under the Plan is based upon the per
         share exercise price of such options, the weighted average of which is
         $5.00 per share.  With respect to the remaining 195,400 shares of
         Common Stock registered hereby which would be issued upon exercise of
         the remaining options which Registrant is authorized to issue under
         its Plan, the aggregate offering price is estimated solely for
         purposes of calculating the registration fee, in accordance with Rule
         457(h) on the basis of the price of securities of the same class, as
         determined in accordance with Rule 457(c), using the average of the
         high and low price reported by NASDAQ National Market System for the
         Common Stock on June 19, 1996, which was $8.1875 per share.

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

                                       2
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated by reference in the
registration statement:

         (a)     The Registrant's Annual Report on Form 10-K for the fiscal 
year ended June 30, 1995.

         (b)     The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1995, December 31, 1995 and March 31, 1996.

         (c)     All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the annual report
referred to in (a) above.

         (d)     The description of the Registrant's Common Stock which is
contained in the Registrant's registration statement on Form 8-A filed on
October 15, 1992 pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to the registration statement which indicates that
all of the shares of Common Stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date
of the filing of such documents.  For the purposes of this registration
statement, any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Stradling, Yocca, Carlson & Rauth, a
Professional Corporation, Newport Beach, California.

Item 6.  Indemnification of Directors and Officers.

         (a)     As permitted by the Delaware General Corporation Law, the
Second Restated Certificate of Incorporation eliminates the liability of
directors to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.

         (b)     The Amended and Restated Certificate of Incorporation provides
that the Registrant will indemnify each person who was or is made a party to
any proceeding by reason of the fact that

                                      II-1
4
such person is or was a director or officer of the Registrant against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith to the fullest extent authorized by the Delaware General
Corporation Law.  The Registrant's Amended and Restated Bylaws provide for a
similar indemnity to directors and officers of the Company to the fullest
extent authorized by the Delaware General Corporation Law.

         (c)     The Registrant has entered into indemnification agreements
with each of its directors and executive officers.  The indemnification
agreements provide for the indemnification of directors and executive officers
of the Registrant against any and all expenses, judgments, fines, penalties and
amounts paid in settlement, to the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

          4.1    Platinum Software Corporation 1996 Nonqualified Stock Option 
                 Plan (the "Plan").

          4.2    Form of Nonqualified Stock Option Agreement pertaining to the
                 Plan.

          5.1    Opinion of Stradling, Yocca, Carlson & Rauth, A Professional
                 Corporation.

         23.1    Consent of Stradling, Yocca, Carlson & Rauth, a Professional
                 Corporation (included in Exhibit 5.1).

         23.2    Consent of Arthur Andersen LLP, Independent Accountants

         23.3    Consent of Ernst & Young LLP, Independent Accountants

         24.1    Power of Attorney (included on the signature page to the
                 Registration Statement - see pages II-4 through II-6).

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 Securities Act of 1933 (the 
                          "Securities Act");

                          (ii)    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;

                          (iii)   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;

                                      II-2
5
         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and
         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 Exchange Act
         that are incorporated by reference in the registration statement.

                 (2)      That, for the purpose of determining any liability
                 under the Securities Act, each such post-effective amendment
                 shall be deemed to be a new registration 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.

                 (3)      To remove from registration by means of a
                 post-effective amendment any of the securities being
                 registered which remain unsold at the termination of the
                 offering.

         (b)     The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Exchange Act) that is incorporated by reference in the
         registration statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the 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-3
6
                                   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, thereunto
duly authorized, in the City of Irvine, State of California, on the 19th day of
June, 1996.

                                                  PLATINUM SOFTWARE CORPORATION

                                                  By:  /s/ L. GEORGE KLAUS
                                                       ------------------------
                                                       L. George Klaus
                                                       Chief Executive Officer

                               POWER OF ATTORNEY

         We, the undersigned officers and directors of Platinum Software
Corporation, do hereby constitute and appoint L. George Klaus and Michael J.
Simmons, or either of them, our true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, 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, and each
of them, full power and authority to do and perform each and every act and
thing requisite are necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each of said attorney-in-fact and agents, 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, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature                          Title                          Date
        ---------                          -----                          ----
/s/ L. GEORGE KLAUS              Chief Executive Officer,            June 19, 1996
- -------------------------        President, Director                                                  
    L. George Klaus                  

/s/ MICHAEL J. SIMMONS           Chief Financial Officer             June 19, 1996
- -------------------------        (Principal Financial Officer)                                                  
    Michael J. Simmons               

/s/ PAUL G. MAZZARELLA           Controller (Principal               June 19, 1996
- -------------------------        Accounting Officer)
    Paul G. Mazzarella
(Signatures continued next page.)

                                      II-4
7
               (POWER OF ATTORNEY SIGNATURES CONTINUED THIS PAGE)
/s/ CARMELO J. SANTORO           Chairman of the Board               June 19, 1996
- -------------------------                                                          
    Carmelo J. Santoro

/s/ W. DOUGLAS HAJJAR            Director                            June 19, 1996
- -------------------------
    W. Douglas Hajjar

/s/ RICHARD J. GOEGLEIN          Director                            June 19, 1996
- -------------------------                                                          
    Richard J. Goeglein

/s/ CHARLES V. PROTHRO           Director                            June 19, 1996
- -------------------------                                                             
    Charles V. Prothro

/s/ WALDO J. RICHARDS            Director                            June 19, 1996
- -------------------------
    Waldo J. Richards

/s/ L. JOHN DOERR                Director                            June 19, 1996
- -------------------------                                                          
    L. John Doerr

/s/ ARTHUR J. MARKS              Director                            June 19, 1996
- -------------------------                                                          
    Arthur J. Marks

/s/ ROBERT FINZI                 Director                            June 19, 1996
- -------------------------
    Robert Finzi

/s/ DONALD R. DIXON              Director                            June 19, 1996
- -------------------------
    Donald R. Dixon

/s/ W. DOUGLAS HAJJAR            Director                            June 19, 1996
- -------------------------                                                          
    W. Douglas Hajjar
II-5
8
                                 EXHIBIT INDEX
Exhibit                                                                                     Sequential
   Number                                      Description                                     Page Number
   ------                                      -----------                                     -----------
4.1   Platinum Software Corporation 1996 Nonqualified Stock Option Plan (the
           "Plan").

     4.2   Form of Nonqualified Stock Option Agreement pertaining to the Plan.

     5.1   Opinion of Stradling, Yocca, Carlson & Rauth, A Professional Corporation.

    23.1   Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation
           (Included in Exhibit 5.1).

    23.2   Consent of Arthur Andersen LLP, Independent Accountants

    23.3   Consent of Ernst & Young LLP, Independent Accountants

    24.1   Power of Attorney (Included on the signature page to the Registration
           Statement - see pages II-4 and II-5.)
II-6