As filed with the Securities and Exchange Commission on April 1, 2002
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

              Delaware                                 94-3275789
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

                             25881 Industrial Blvd.
                            Hayward, California 94545
          (Address of principal executive offices, including zip code)

                     AVANTGO, INC. 2001 STOCK INCENTIVE PLAN

                            (Full title of the plan)

                                  Richard Owen
                             Chief Executive Officer
                                  AvantGo, Inc.
                             25881 Industrial Blvd.
                            Hayward, California 94545
                                 (510) 259-4000

 (Name, address and telephone number, including area code, of agent for service)

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

                                   Copies to:
                               Tad J. Freese, Esq.
                                Latham & Watkins
                        505 Montgomery Street, Suite 1900
                         San Francisco, California 94111
                                 (415) 391-0600

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
                                            Number of     Proposed Maximum     Proposed Maximum     Amount of
           Title of Securities             Shares to Be  Offering Price Per   Aggregate Offering   Registration
            to Be Registered              Registered(1)       Share (2)           Price (2)          Fee (2)
-----------------------------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>              <C>                  <C>
Common Stock, par value $0.0001 per share   1,700,000            N/A              $2,040,000           $188
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Based on the number of shares or  reserved  for  issuance  pursuant  to the
     AvantGo,  Inc. 2001 Stock  Incentive Plan,  together with an  indeterminate
     number of additional  shares which may be necessary to adjust the number of
     shares reserved for issuance  pursuant to such employee benefit plan as the
     result of any future stock split,  stock dividend or similar  adjustment of
     the registrant's outstanding common stock.

(2)  Estimated for the purpose of calculating the  registration  fee pursuant to
     Rule  457(h)  on the basis of the  aggregate  price  ($2,040,000)  at which
     outstanding  options to purchase an aggregate  of  1,700,000  shares may be
     exercised.

<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     In this registration  statement,  AvantGo, Inc. is sometimes referred to as
"we," "us" or "our."

     We hereby  incorporate  by reference  in this  registration  statement  the
following documents we have previously filed with the SEC:

          o    our Annual Report on Form 10-K for the fiscal year ended December
               31, 2001  (including the portions of our proxy  statement for our
               2002 annual meeting of stockholders  incorporated into the Annual
               Report on Form 10-K);

          o    The description of our common stock contained in the registration
               statement on Form 8-A filed with the SEC on  September  18, 2000,
               under  Section 12(g) of the  Securities  Exchange Act of 1934, as
               amended,  including  any  amendments  or  reports  filed  for the
               purpose of updating such description; and

          o    All documents filed by us pursuant to Sections  13(a),  13(c), 14
               and 15(d) of the Exchange Act after the date of this registration
               statement,  and prior to the filing of a post-effective amendment
               which indicates that the securities  offered by this registration
               statement  have been  sold or which  deregisters  the  securities
               covered by this registration statement then remaining unsold.

     Information that we file later with the SEC will  automatically  update and
supersede this information.

Item 4. DESCRIPTION OF SECURITIES

     Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General  Corporation Law, or the DGCL, provides
that a corporation  may  indemnify its directors and officers,  as well as other
employees  and  individuals,   against  expenses  (including  attorneys'  fees),
judgments,  fines and amounts paid in settlement in  connection  with  specified
actions,  suits or  proceedings,  whether  civil,  criminal,  administrative  or
investigative  (other  than an action  by or in the right of the  corporation--a
"derivative  action"),  if  they  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
extends to expenses (including  attorneys' fees) incurred in connection with the
defense or settlement of such actions,  and the statute  requires court approval
before  there  can  be  any   indemnification   in  which  the  person   seeking
indemnification  has been found liable to the corporation.  The statute provides
that it is not

<PAGE>

exclusive  of other  indemnification  that  may be  granted  by a  corporation's
charter,  bylaws,  disinterested  director vote,  stockholder vote, agreement or
otherwise.

     Our amended and restated bylaws require  indemnification to the full extent
permitted  under  Delaware  law as it now exists or may  hereafter  be  amended.
Subject to any  restrictions  imposed by  Delaware  law,  the bylaws  provide an
unconditional  right to  indemnification  for all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and amounts paid in settlement)  actually and reasonably incurred or suffered by
any  person  in  connection  with  any  actual  or  threatened  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (including,
to the extent  permitted  by law, any  derivative  action) by reason of the fact
that such person is or was serving as one of our  directors or officers or that,
being or having been one of our  directors  or  officers,  such person is or was
serving at our  request as a  director,  officer,  employee  or agent of another
corporation,  partnership,  joint venture, trust or other enterprise,  including
service with respect to an employee benefit plan.

     The bylaws also provide  that we may, by action of our board of  directors,
provide  indemnification  to our  employees  and agents  with the same scope and
effect as the foregoing indemnification of directors and officers.

     Section  102(b)(7)  of the DGCL  permits a  corporation  to  provide in its
certificate of  incorporation  that a director of the  corporation  shall not be
personally  liable to the corporation or its  stockholders  for monetary damages
for breach of fiduciary  duty as a director,  except for  liability  for (a) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(b) acts or omissions not in good faith or which involve intentional  misconduct
or a knowing  violation of law,  (c) payments of unlawful  dividends or unlawful
stock repurchases or redemptions, or (d) any transaction from which the director
derived an improper personal benefit.

     Our amended and restated certificate of incorporation  provides that to the
full extent that the DGCL, as it now exists or may hereafter be amended, permits
the limitation or elimination of the liability of directors,  our directors will
not be liable to us or our  stockholders  for  monetary  damages  for  breach of
fiduciary duty as a director. Any amendment to or repeal of such provisions will
not  adversely  affect  any right or  protection  of our  directors  for or with
respect  to any  acts or  omissions  of such  director  occurring  prior to such
amendment or repeal.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

Item 8. EXHIBITS

    Exhibit
     Number                        Description
----------------    ------------------------------------------------------------
       5.1          Opinion of Latham & Watkins

      23.1          Consent of Ernst & Young LLP, Independent Auditors

      23.2          Consent of Latham & Watkins (included in Exhibit 5.1)

      24.1          Power of Attorney (see signature page)

<PAGE>

      99.1          AvantGo, Inc. 2001 Stock Incentive Plan (incorporated by
                    reference to Exhibit 10.33 to our Annual Report on Form
                    10-K filed with the SEC on April 1, 2002)

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;

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

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

provided,  however, that paragraphs (1)(i) and (1)(ii) above 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  Exchange  Act that  are  incorporated  by
reference in this 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 15(d) of the Exchange
Act (and, where  applicable,  each filing of an employee  benefits plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the 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 SEC 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,

<PAGE>

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
Securities Act and will be governed by the final adjudication of such issue.


<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,  thereunto  duly
authorized,  in the City of  Hayward,  State of  California,  on the 29th day of
March, 2002.

                                          AVANTGO, INC.

                                          By: /s/ Richard Owen
                                             -----------------------------
                                               Richard Owen
                                               Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose  individual  signature  appears  below hereby  authorizes
Richard Owen as attorney-in-fact with full power of substitution,  to execute in
the name and on the 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.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 29th day of March, 2002.

           Name                               Title                    Date
           ----                               -----                    ----

Principal Executive Officer:

 /s/ Richard Owen
------------------------------        Chief Executive Officer     March 29, 2002
         Richard Owen                   and Director
Principal Financial and Principal
     Accounting Officer:

 /s/ David B. Cooper, Jr.
------------------------------        Chief Financial Officer     March 29, 2002
     David B. Cooper, Jr.


Additional Directors:

 /s/ Felix Lin
------------------------------        Vice Chairman of the        March 29, 2002
         Felix Lin                      and Director Board

 /s/ Christopher B, Hollenbeck
------------------------------        Director                    March 29, 2002
  Christopher B, Hollenbeck

 /s/ William J. Miller
------------------------------        Director                    March 29, 2002
      William J. Miller

 /s/ Robert J. Lesko
------------------------------        Director                    March 29, 2002
       Robert J. Lesko

<PAGE>

           Name                               Title                    Date
           ----                               -----                    ----

 /s/ Linus Upson
------------------------------        Director                    March 29, 2002
         Linus Upson

 /s/ James Richardson
------------------------------        Director                    March 29, 2002
      James Richardson

 /s/ Jeffrey T. Webber
------------------------------        Director                    March 29, 2002
      Jeffrey T. Webber

 /s/ Peter H. Ziebelman
------------------------------        Director                    March 29, 2002
     Peter H. Ziebelman


<PAGE>


                                INDEX TO EXHIBITS


     Exhibit
      Number                         Description
-----------------   ------------------------------------------------------------
       5.1          Opinion of Latham & Watkins

      23.1          Consent of Ernst & Young LLP, Independent Auditors

      23.2          Consent of Latham & Watkins (included in Exhibit 5.1)

      24.1          Power of Attorney (see signature page)

      99.1          AvantGo, Inc. 2001 Stock Incentive Plan (incorporated by
                    reference to Exhibit 10.33 to our Annual Report on Form
                    10-K filed with the SEC on April 1, 2002)
[{"type": "S-8", "sequence": "1", "filename": "d50137_s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17827}]
{"company-data": {"conformed-name": "AVANTGO INC", "cik": "0001110700", "assigned-sic": "7371", "irs-number": "943275789"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85280", "film-number": "02596553"}, "business-address": {"street1": "1700 SOUTH AMPHLETT BLVD", "street2": "SUITE 300", "city": "SAN MATEO", "state": "CA", "zip": "94402", "phone": "6506383399"}, "mail-address": {"street1": "1700 SOUTH AMPHLETT BOULEVARD", "street2": "SUITE 300", "city": "SAN MATEO", "state": "CA", "zip": "94402"}}
As filed with the Securities and Exchange Commission on April 1, 2002
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

              Delaware                                 94-3275789
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

                             25881 Industrial Blvd.
                            Hayward, California 94545
          (Address of principal executive offices, including zip code)

                     AVANTGO, INC. 2001 STOCK INCENTIVE PLAN

                            (Full title of the plan)

                                  Richard Owen
                             Chief Executive Officer
                                  AvantGo, Inc.
                             25881 Industrial Blvd.
                            Hayward, California 94545
                                 (510) 259-4000

 (Name, address and telephone number, including area code, of agent for service)

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

                                   Copies to:
                               Tad J. Freese, Esq.
                                Latham & Watkins
                        505 Montgomery Street, Suite 1900
                         San Francisco, California 94111
                                 (415) 391-0600

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

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                            Number of     Proposed Maximum     Proposed Maximum     Amount of
           Title of Securities             Shares to Be  Offering Price Per   Aggregate Offering   Registration
            to Be Registered              Registered(1)       Share (2)           Price (2)          Fee (2)
-----------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.0001 per share   1,700,000            N/A              $2,040,000           $188
-----------------------------------------------------------------------------------------------------------------
(1)  Based on the number of shares or  reserved  for  issuance  pursuant  to the
     AvantGo,  Inc. 2001 Stock  Incentive Plan,  together with an  indeterminate
     number of additional  shares which may be necessary to adjust the number of
     shares reserved for issuance  pursuant to such employee benefit plan as the
     result of any future stock split,  stock dividend or similar  adjustment of
     the registrant's outstanding common stock.

(2)  Estimated for the purpose of calculating the  registration  fee pursuant to
     Rule  457(h)  on the basis of the  aggregate  price  ($2,040,000)  at which
     outstanding  options to purchase an aggregate  of  1,700,000  shares may be
     exercised.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     In this registration  statement,  AvantGo, Inc. is sometimes referred to as
"we," "us" or "our."

     We hereby  incorporate  by reference  in this  registration  statement  the
following documents we have previously filed with the SEC:

          o    our Annual Report on Form 10-K for the fiscal year ended December
               31, 2001  (including the portions of our proxy  statement for our
               2002 annual meeting of stockholders  incorporated into the Annual
               Report on Form 10-K);

          o    The description of our common stock contained in the registration
               statement on Form 8-A filed with the SEC on  September  18, 2000,
               under  Section 12(g) of the  Securities  Exchange Act of 1934, as
               amended,  including  any  amendments  or  reports  filed  for the
               purpose of updating such description; and

          o    All documents filed by us pursuant to Sections  13(a),  13(c), 14
               and 15(d) of the Exchange Act after the date of this registration
               statement,  and prior to the filing of a post-effective amendment
               which indicates that the securities  offered by this registration
               statement  have been  sold or which  deregisters  the  securities
               covered by this registration statement then remaining unsold.

     Information that we file later with the SEC will  automatically  update and
supersede this information.

Item 4. DESCRIPTION OF SECURITIES

     Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General  Corporation Law, or the DGCL, provides
that a corporation  may  indemnify its directors and officers,  as well as other
employees  and  individuals,   against  expenses  (including  attorneys'  fees),
judgments,  fines and amounts paid in settlement in  connection  with  specified
actions,  suits or  proceedings,  whether  civil,  criminal,  administrative  or
investigative  (other  than an action  by or in the right of the  corporation--a
"derivative  action"),  if  they  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
extends to expenses (including  attorneys' fees) incurred in connection with the
defense or settlement of such actions,  and the statute  requires court approval
before  there  can  be  any   indemnification   in  which  the  person   seeking
indemnification  has been found liable to the corporation.  The statute provides
that it is not
exclusive  of other  indemnification  that  may be  granted  by a  corporation's
charter,  bylaws,  disinterested  director vote,  stockholder vote, agreement or
otherwise.

     Our amended and restated bylaws require  indemnification to the full extent
permitted  under  Delaware  law as it now exists or may  hereafter  be  amended.
Subject to any  restrictions  imposed by  Delaware  law,  the bylaws  provide an
unconditional  right to  indemnification  for all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and amounts paid in settlement)  actually and reasonably incurred or suffered by
any  person  in  connection  with  any  actual  or  threatened  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (including,
to the extent  permitted  by law, any  derivative  action) by reason of the fact
that such person is or was serving as one of our  directors or officers or that,
being or having been one of our  directors  or  officers,  such person is or was
serving at our  request as a  director,  officer,  employee  or agent of another
corporation,  partnership,  joint venture, trust or other enterprise,  including
service with respect to an employee benefit plan.

     The bylaws also provide  that we may, by action of our board of  directors,
provide  indemnification  to our  employees  and agents  with the same scope and
effect as the foregoing indemnification of directors and officers.

     Section  102(b)(7)  of the DGCL  permits a  corporation  to  provide in its
certificate of  incorporation  that a director of the  corporation  shall not be
personally  liable to the corporation or its  stockholders  for monetary damages
for breach of fiduciary  duty as a director,  except for  liability  for (a) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(b) acts or omissions not in good faith or which involve intentional  misconduct
or a knowing  violation of law,  (c) payments of unlawful  dividends or unlawful
stock repurchases or redemptions, or (d) any transaction from which the director
derived an improper personal benefit.

     Our amended and restated certificate of incorporation  provides that to the
full extent that the DGCL, as it now exists or may hereafter be amended, permits
the limitation or elimination of the liability of directors,  our directors will
not be liable to us or our  stockholders  for  monetary  damages  for  breach of
fiduciary duty as a director. Any amendment to or repeal of such provisions will
not  adversely  affect  any right or  protection  of our  directors  for or with
respect  to any  acts or  omissions  of such  director  occurring  prior to such
amendment or repeal.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

Item 8. EXHIBITS

    Exhibit
     Number                        Description
----------------    ------------------------------------------------------------
       5.1          Opinion of Latham & Watkins

      23.1          Consent of Ernst & Young LLP, Independent Auditors

      23.2          Consent of Latham & Watkins (included in Exhibit 5.1)

      24.1          Power of Attorney (see signature page)
99.1          AvantGo, Inc. 2001 Stock Incentive Plan (incorporated by
                    reference to Exhibit 10.33 to our Annual Report on Form
                    10-K filed with the SEC on April 1, 2002)

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;

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

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

provided,  however, that paragraphs (1)(i) and (1)(ii) above 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  Exchange  Act that  are  incorporated  by
reference in this 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 15(d) of the Exchange
Act (and, where  applicable,  each filing of an employee  benefits plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the 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 SEC 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
Securities Act and will be governed by the final adjudication of such issue.
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  Hayward,  State of  California,  on the 29th day of
March, 2002.

                                          AVANTGO, INC.

                                          By: /s/ Richard Owen
                                             -----------------------------
                                               Richard Owen
                                               Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose  individual  signature  appears  below hereby  authorizes
Richard Owen as attorney-in-fact with full power of substitution,  to execute in
the name and on the 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.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 29th day of March, 2002.

           Name                               Title                    Date
           ----                               -----                    ----

Principal Executive Officer:

 /s/ Richard Owen
------------------------------        Chief Executive Officer     March 29, 2002
         Richard Owen                   and Director
Principal Financial and Principal
     Accounting Officer:

 /s/ David B. Cooper, Jr.
------------------------------        Chief Financial Officer     March 29, 2002
     David B. Cooper, Jr.

Additional Directors:

 /s/ Felix Lin
------------------------------        Vice Chairman of the        March 29, 2002
         Felix Lin                      and Director Board

 /s/ Christopher B, Hollenbeck
------------------------------        Director                    March 29, 2002
  Christopher B, Hollenbeck

 /s/ William J. Miller
------------------------------        Director                    March 29, 2002
      William J. Miller

 /s/ Robert J. Lesko
------------------------------        Director                    March 29, 2002
       Robert J. Lesko
Name                               Title                    Date
           ----                               -----                    ----

 /s/ Linus Upson
------------------------------        Director                    March 29, 2002
         Linus Upson

 /s/ James Richardson
------------------------------        Director                    March 29, 2002
      James Richardson

 /s/ Jeffrey T. Webber
------------------------------        Director                    March 29, 2002
      Jeffrey T. Webber

 /s/ Peter H. Ziebelman
------------------------------        Director                    March 29, 2002
     Peter H. Ziebelman
INDEX TO EXHIBITS

     Exhibit
      Number                         Description
-----------------   ------------------------------------------------------------
       5.1          Opinion of Latham & Watkins

      23.1          Consent of Ernst & Young LLP, Independent Auditors

      23.2          Consent of Latham & Watkins (included in Exhibit 5.1)

      24.1          Power of Attorney (see signature page)

      99.1          AvantGo, Inc. 2001 Stock Incentive Plan (incorporated by
                    reference to Exhibit 10.33 to our Annual Report on Form
                    10-K filed with the SEC on April 1, 2002)