<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1999
                                              REGISTRATION NO. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                  ------------

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

            DELAWARE                                     68-0137069
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                               4460 HACIENDA DRIVE
                          PLEASANTON, CALIFORNIA 94588
               (Address of Principal Executive Offices) (Zip Code)

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

  TRIMARK TECHNOLOGIES, INC. 1998 DIRECTOR AND EXECUTIVE OFFICER NON-STATUTORY
                                STOCK OPTION PLAN


TRIMARK TECHNOLOGIES, INC. 1995 DIRECTOR AND EXECUTIVE OFFICER STOCK OPTION PLAN


   TRIMARK TECHNOLOGIES, INC. 1995 EMPLOYEES AND CONSULTANTS STOCK OPTION PLAN


                TRIMARK TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN
                            (Full title of the Plans)

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

                                DAVID A. DUFFIELD
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                PEOPLESOFT, INC.
                4460 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588
                     (Name and Address of Agent for Service)

                                 (925) 694-3000
          (Telephone number, including area code, of agent for service)

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


<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                    Proposed Maximum       Proposed Maximum 
Title of Securities to        Amount to be           Offering Price            Aggregate              Amount of 
     be Registered           Registered (1)          per Share (2)        Offering Price (2)       Registration Fee
----------------------       --------------         ----------------      ------------------       ----------------
<S>                          <C>                    <C>                   <C>                      <C>

Common Stock,  par value     596,750 shares             $ 13.75               $ 8,205,313               $ 1,881
$.01 per share
</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the TriMark Technologies, Inc.
         1998 Director and Executive Officer Non-Statutory Stock Option Plan,
         1995 Director and Executive Officer Stock Option Plan, 1995 Employees
         and Consultants Stock Option Plan, and the 1993 Stock Option Plan by
         reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the receipt of consideration which
         results in an increase in the number of the outstanding shares of
         PeopleSoft, Inc. Common Stock.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the maximum
         offering price per share as such options may be exercised.


<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         PeopleSoft, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

                  (a)      The Registrant's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1998;

                  (b)      The description of the Registrant's Common Stock to
                           be offered hereby contained in the Registrant's
                           Registration Statement on Form 8-A dated October 7,
                           1992, filed pursuant to Section 12(g) of the Exchange
                           Act including any amendment or report filed for the
                           purpose of updating such description.

                  (d)      The description of the Registrant's Preferred Share
                           Purchase Rights contained in its Registration
                           Statement on Form 8-A/A filed with the Commission on
                           March 25, 1998 including any amendment or report
                           filed for the purpose of updating such description.

         All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award,
or a corporation's Board of Directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933 ( the "1933 Act"). Article
XIII of the Registrant's currently effective Certificate of Incorporation and
Article VI of


<PAGE>   4
the Registrant's Bylaws provide for indemnification of its directors, officers,
employees and other agents. In addition, the Registrant has entered into
indemnification agreements with its officers and directors.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
       Exhibit
       Number     Exhibit
       -------    -------
<S>               <C>
         4        Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statements on Form 8-A which are
                  incorporated herein by reference pursuant to Items 3(b) and
                  (c).

         5        Opinion and consent of Gibson, Dunn & Crutcher LLP.

         23.1     Consent of Ernst & Young LLP, Independent Auditors.

         23.2     Consent of Gibson, Dunn & Crutcher is contained in Exhibit 5.

         24       Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.

         99.1     TriMark Technologies, Inc. 1998 Director and Executive Officer
                  Non-Statutory Stock Option Plan and forms of option agreements
                  thereunder

         99.2     TriMark Technologies, Inc. 1995 Director and Executive Officer
                  Stock Option Plan (as amended) and forms of option agreements
                  thereunder

         99.3     TriMark Technologies, Inc. 1995 Employees and Consultants
                  Stock Option Plan and forms of option agreements thereunder

         99.4     TriMark Technologies, Inc. 1993 Stock Option Plan (as amended)
                  and form of option agreement thereunder
</TABLE>

Item 9.  Undertaking

         A.       The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering


                                      II-2
<PAGE>   5
thereof, and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold upon the
termination of the following TriMark Technologies, Inc. stock option plans: 1998
Director and Executive Officer Non-Statutory Stock Option Plan, 1995 Director
and Executive Officer Stock Option Plan (as amended), 1995 Employees and
Consultants Stock Option Plan, and 1993 Stock Option Plan (as amended).

         B.       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         C.       Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions incorporated by reference in
Item 6, or otherwise, the Registrant has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pleasanton, State of California, on this 6th day
of May, 1999.

                                   PEOPLESOFT, INC.

                                   By:  /s/ Alfred J. Castino   
                                      ---------------------------------------
                                        Alfred J. Castino
                                        
                                        Senior Vice President, Finance and
                                        Administration, and Chief Financial
                                        Officer (Principal Financial and 
                                        Accounting Officer)



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of PeopleSoft, Inc., a Delaware
corporation, do hereby constitute and appoint David A. Duffield, Alfred J.
Castino and Robert D. Finnell, and each of them, the lawful attorneys-in-fact
and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.


                                      II-4
<PAGE>   7
         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
             SIGNATURE                                  TITLE                                  DATE

<S>                                      <C>                                               <C> 
     /s/ David A. Duffield               Chairman of the Board of Directors,               May 6, 1999
----------------------------------
     David A. Duffield                   President and Chief Executive Officer
                                         (Principal Executive Officer)

     /s/ Alfred J. Castino               Senior Vice President of Finance,                 May 6, 1999
-----------------------------------
     Alfred J. Castino                   Chief Financial Officer and Secretary
                                         (Principal Financial Officer and
                                         Principal Accounting Officer)

     /s/ Aneel Bhusri                    Vice Chairman of the Board of Directors           May 6, 1999
-----------------------------------
     Aneel Bhusri

/s/ A. George "Skip" Battle              Director                                          May 6, 1999
-----------------------------------
     A. George "Skip" Battle

     /s/ Edgar F. Codd                   Director                                          May 6, 1999
-----------------------------------
     Edgar F. Codd

     /s/ Albert W. Duffield              Director                                          May 6, 1999
-----------------------------------
     Albert W. Duffield

     /s/ George J. Still, Jr.            Director                                          May 6, 1999
-----------------------------------
     George J. Still, Jr.

     /s/ Cyril J. Yansouni               Director                                          May 6, 1999
-----------------------------------
     Cyril J. Yansouni
</TABLE>


                                      II-5
<PAGE>   8
                                  EXHIBIT INDEX

Exhibit
Number            Exhibit

4                 Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statements on Form 8-A which are
                  incorporated herein by reference pursuant to Items 3(b) and
                  (c).

5                 Opinion and consent of Gibson, Dunn & Crutcher LLP.

23.1              Consent of Ernst & Young LLP, Independent Auditors.

23.2              Consent of Gibson, Dunn & Crutcher LLP is contained in 
                  Exhibit 5.

24                Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement. 

99.1              TriMark Technologies, Inc. 1998 Director and Executive Officer
                  Non-Statutory Stock Option Plan and forms of option agreements
                  thereunder 

99.2              TriMark Technologies, Inc. 1995 Director and Executive Officer
                  Stock Option Plan (as amended) and forms of option agreements
                  thereunder 

99.3              TriMark Technologies, Inc. 1995 Employees and Consultants
                  Stock Option Plan and forms of option agreements thereunder

99.4              TriMark Technologies, Inc. 1993 Stock Option Plan (as amended)
                  and form of option agreement thereunder
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17923}]
{"company-data": {"conformed-name": "PEOPLESOFT INC", "cik": "0000875570", "assigned-sic": "7372", "irs-number": "680137069", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77911", "film-number": "99612586"}, "business-address": {"street1": "4460 HACIENDA DR POST OFFICE BOX 8015", "city": "PLEASANTON", "state": "CA", "zip": "94588", "phone": "5102253000"}, "mail-address": {"street1": "4440 ROSEWOOD DRIVE", "city": "PLEASANTON", "state": "CA", "zip": "94588-3031"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1999
                                              REGISTRATION NO. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                  ------------

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

            DELAWARE                                     68-0137069
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                               4460 HACIENDA DRIVE
                          PLEASANTON, CALIFORNIA 94588
               (Address of Principal Executive Offices) (Zip Code)

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

  TRIMARK TECHNOLOGIES, INC. 1998 DIRECTOR AND EXECUTIVE OFFICER NON-STATUTORY
                                STOCK OPTION PLAN

TRIMARK TECHNOLOGIES, INC. 1995 DIRECTOR AND EXECUTIVE OFFICER STOCK OPTION PLAN

   TRIMARK TECHNOLOGIES, INC. 1995 EMPLOYEES AND CONSULTANTS STOCK OPTION PLAN

                TRIMARK TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN
                            (Full title of the Plans)

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

                                DAVID A. DUFFIELD
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                PEOPLESOFT, INC.
                4460 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588
                     (Name and Address of Agent for Service)

                                 (925) 694-3000
          (Telephone number, including area code, of agent for service)

                             ----------------------
2
                         CALCULATION OF REGISTRATION FEE
Proposed Maximum       Proposed Maximum 
Title of Securities to        Amount to be           Offering Price            Aggregate              Amount of 
     be Registered           Registered (1)          per Share (2)        Offering Price (2)       Registration Fee
----------------------       --------------         ----------------      ------------------       ----------------
Common Stock,  par value     596,750 shares             $ 13.75               $ 8,205,313               $ 1,881
$.01 per share
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the TriMark Technologies, Inc.
         1998 Director and Executive Officer Non-Statutory Stock Option Plan,
         1995 Director and Executive Officer Stock Option Plan, 1995 Employees
         and Consultants Stock Option Plan, and the 1993 Stock Option Plan by
         reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the receipt of consideration which
         results in an increase in the number of the outstanding shares of
         PeopleSoft, Inc. Common Stock.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the maximum
         offering price per share as such options may be exercised.
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         PeopleSoft, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

                  (a)      The Registrant's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1998;

                  (b)      The description of the Registrant's Common Stock to
                           be offered hereby contained in the Registrant's
                           Registration Statement on Form 8-A dated October 7,
                           1992, filed pursuant to Section 12(g) of the Exchange
                           Act including any amendment or report filed for the
                           purpose of updating such description.

                  (d)      The description of the Registrant's Preferred Share
                           Purchase Rights contained in its Registration
                           Statement on Form 8-A/A filed with the Commission on
                           March 25, 1998 including any amendment or report
                           filed for the purpose of updating such description.

         All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award,
or a corporation's Board of Directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933 ( the "1933 Act"). Article
XIII of the Registrant's currently effective Certificate of Incorporation and
Article VI of
4
the Registrant's Bylaws provide for indemnification of its directors, officers,
employees and other agents. In addition, the Registrant has entered into
indemnification agreements with its officers and directors.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits
Exhibit
       Number     Exhibit
       -------    -------
4        Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statements on Form 8-A which are
                  incorporated herein by reference pursuant to Items 3(b) and
                  (c).

         5        Opinion and consent of Gibson, Dunn & Crutcher LLP.

         23.1     Consent of Ernst & Young LLP, Independent Auditors.

         23.2     Consent of Gibson, Dunn & Crutcher is contained in Exhibit 5.

         24       Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.

         99.1     TriMark Technologies, Inc. 1998 Director and Executive Officer
                  Non-Statutory Stock Option Plan and forms of option agreements
                  thereunder

         99.2     TriMark Technologies, Inc. 1995 Director and Executive Officer
                  Stock Option Plan (as amended) and forms of option agreements
                  thereunder

         99.3     TriMark Technologies, Inc. 1995 Employees and Consultants
                  Stock Option Plan and forms of option agreements thereunder

         99.4     TriMark Technologies, Inc. 1993 Stock Option Plan (as amended)
                  and form of option agreement thereunder
Item 9.  Undertaking

         A.       The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering

                                      II-2
5
thereof, and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold upon the
termination of the following TriMark Technologies, Inc. stock option plans: 1998
Director and Executive Officer Non-Statutory Stock Option Plan, 1995 Director
and Executive Officer Stock Option Plan (as amended), 1995 Employees and
Consultants Stock Option Plan, and 1993 Stock Option Plan (as amended).

         B.       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         C.       Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions incorporated by reference in
Item 6, or otherwise, the Registrant has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pleasanton, State of California, on this 6th day
of May, 1999.

                                   PEOPLESOFT, INC.

                                   By:  /s/ Alfred J. Castino   
                                      ---------------------------------------
                                        Alfred J. Castino
                                        
                                        Senior Vice President, Finance and
                                        Administration, and Chief Financial
                                        Officer (Principal Financial and 
                                        Accounting Officer)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of PeopleSoft, Inc., a Delaware
corporation, do hereby constitute and appoint David A. Duffield, Alfred J.
Castino and Robert D. Finnell, and each of them, the lawful attorneys-in-fact
and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

                                      II-4
7
         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE                                  TITLE                                  DATE
/s/ David A. Duffield               Chairman of the Board of Directors,               May 6, 1999
----------------------------------
     David A. Duffield                   President and Chief Executive Officer
                                         (Principal Executive Officer)

     /s/ Alfred J. Castino               Senior Vice President of Finance,                 May 6, 1999
-----------------------------------
     Alfred J. Castino                   Chief Financial Officer and Secretary
                                         (Principal Financial Officer and
                                         Principal Accounting Officer)

     /s/ Aneel Bhusri                    Vice Chairman of the Board of Directors           May 6, 1999
-----------------------------------
     Aneel Bhusri

/s/ A. George "Skip" Battle              Director                                          May 6, 1999
-----------------------------------
     A. George "Skip" Battle

     /s/ Edgar F. Codd                   Director                                          May 6, 1999
-----------------------------------
     Edgar F. Codd

     /s/ Albert W. Duffield              Director                                          May 6, 1999
-----------------------------------
     Albert W. Duffield

     /s/ George J. Still, Jr.            Director                                          May 6, 1999
-----------------------------------
     George J. Still, Jr.

     /s/ Cyril J. Yansouni               Director                                          May 6, 1999
-----------------------------------
     Cyril J. Yansouni
II-5
8
                                  EXHIBIT INDEX

Exhibit
Number            Exhibit

4                 Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statements on Form 8-A which are
                  incorporated herein by reference pursuant to Items 3(b) and
                  (c).

5                 Opinion and consent of Gibson, Dunn & Crutcher LLP.

23.1              Consent of Ernst & Young LLP, Independent Auditors.

23.2              Consent of Gibson, Dunn & Crutcher LLP is contained in 
                  Exhibit 5.

24                Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement. 

99.1              TriMark Technologies, Inc. 1998 Director and Executive Officer
                  Non-Statutory Stock Option Plan and forms of option agreements
                  thereunder 

99.2              TriMark Technologies, Inc. 1995 Director and Executive Officer
                  Stock Option Plan (as amended) and forms of option agreements
                  thereunder 

99.3              TriMark Technologies, Inc. 1995 Employees and Consultants
                  Stock Option Plan and forms of option agreements thereunder

99.4              TriMark Technologies, Inc. 1993 Stock Option Plan (as amended)
                  and form of option agreement thereunder