<PAGE>   1
    As filed with the Securities and Exchange Commission on October 23, 1998
                                                      Registration No. 333-_____
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933



                              GEOWORKS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

        DELAWARE                                                 94-2920371
(State of Incorporation)                                      (I.R.S. Employer
                                                             Identification No.)



                               960 ATLANTIC AVENUE
                            ALAMEDA, CALIFORNIA 94501
                    (Address of Principal Executive Offices)



                                 1994 STOCK PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                          1997 SUPPLEMENTAL STOCK PLAN
                            (Full Title of the Plan)





                                DAVID A. THATCHER
         PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                              GEOWORKS CORPORATION
                               960 ATLANTIC AVENUE
                            ALAMEDA, CALIFORNIA 94501
                                 (510) 814-1660
            (Name, Address and Telephone Number of Agent for Service)



                                   Copies to:

                            ROBERT A. FREEDMAN, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306

                         CALCULATION OF REGISTRATION FEE
<TABLE>
===============================================================================================================================
         TITLE OF SECURITIES             AMOUNT TO BE        PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
          TO BE REGISTERED                REGISTERED     OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE  REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>                       <C>                       <C>
Common Stock, $0.001 par value         1,485,000 (1)           $  1.25(2)               $1,856,250(2)            $548(3)
===============================================================================================================================
</TABLE>

(1)      Additional shares reserved for issuance upon exercise of stock options
         under Registrant's 1994 Stock Plan, as amended on April 23, 1998, the
         Employee Stock Purchase Plan, as amended on April 23, 1998 and the 1997
         Supplemental Stock Plan as amended on April 23, 1998.

(2)      Estimated as of October 22, 1998 pursuant to Rule 457(c) solely for
         the purpose of calculating the registration fee.

(3)      Fee calculated pursuant to Section 6(b) of the Securities Act of 1933,
         as amended.



<PAGE>   2

                              GEOWORKS CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended March 31, 1998 filed on June 26, 1998 pursuant to
                  Section 13(a) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), which contains audited financial
                  statements for the Registrant's fiscal year ended March 31,
                  1998.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1998 filed on August 14, 1998 pursuant
                  to Section 13(a) of the Exchange Act.

         (c)      The description of the Registrant's Common Stock contained in
                  the Registrant's Registration Statement on Form 8-A (File No.
                  0-23926) filed with the Commission on April 23, 1994 under
                  Section 12(g) 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 which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the 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.

         As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of
the Registrant provide that: (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law; (ii) the Registrant may, in its discretion, indemnify other
employees and agents as set forth in the Delaware General Corporation Law; (iii)
upon receipt of an undertaking to repay such 


                                    -PAGE 2-

<PAGE>   3

advances if indemnification is determined by final judicial decision from which
there is no further right to appeal, the Registrant is required to advance
expenses, as incurred, to its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law in connection with a
proceeding; and (iv) the rights conferred in the Bylaws are not exclusive and
the Registrant is authorized to enter into indemnification agreements with its
directors, officers and employees and agents.

         The Registrant has entered into indemnification agreements with each of
its directors and executive officers. The indemnification agreements provide
that directors and executive officers will be indemnified and held harmless to
the fullest possible extent permitted by law including against all expenses
(including attorneys' fees), judgments, penalties, fines and settlement amounts
paid (including all interest, assessments and other charges paid or payable in
connection with or in respect of such expenses, judgments, penalties, fines and
amounts paid in settlement) or reasonably incurred by them in any action, suit
or proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as directors, officers, employees or
agents of the Registrant or as directors, officers, employees or agents of any
other company or enterprise when they are serving in such capacities at the
request of the Registrant. The Registrant will not be obligated pursuant to the
agreements to indemnify or advance expenses to an indemnified party with respect
to proceedings or claims initiated by the indemnified party (other than a
proceeding to enforce his or her rights under the indemnification agreement)
except with respect to a proceeding authorized by the Board of Directors

         The indemnification agreement requires a director or executive officer
to reimburse the Registrant for expenses advanced only to the extent it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the Bylaws, his or her indemnification agreement or
otherwise to be indemnified for such expenses. The indemnification agreement
provides that it is not exclusive of any rights a director or executive officer
may have under the Certificate of Incorporation, Bylaws, other agreements, any
majority-in-interest vote of the stockholders or vote of disinterested
directors, the Delaware law, or otherwise.

         The indemnification provision in the Bylaws, and the indemnification
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"). As authorized by the
Registrant's Bylaws, the Registrant, with approval by the Registrant's Board of
Directors, maintains directors and officers liability insurance with a per claim
and annual aggregate coverage limit of up to $20,000,000.

         Pursuant to underwriting agreements among the Registrant and the
underwriters of the Registrant's initial public offering dated June 22, 1994 and
a subsequent public offering dated November 14, 1995, the Registrant's officers
and directors and other persons who control the Registrant are indemnified
against any and all losses, claims, damages or liabilities to which such persons
may become subject under the Securities Act, Exchange Act and common law which
arise out of any untrue statement regarding or omission of a material fact
contained in the registration statement for such offerings if such statement or
omission was made in reliance upon and in conformity with information provided
to the Registrant in writing by any underwriter of the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.


                                    -PAGE 3-

<PAGE>   4


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<S>               <C>
         4.01     Registrant's Certificate of Incorporation.(1)

         4.02     Registrant's Bylaws.(2)

         4.03     Geoworks Corporation 1994 Stock Plan, as amended through
                  April 23, 1998.

         4.04     Geoworks Corporation Employee Stock Purchase Plan, as amended
                  through April 23, 1998.

         4.05     Geoworks Corporation 1997 Supplemental Stock Plan, as
                  amended through April 23, 1998.

         5.01     Opinion of Fenwick & West LLP.

        23.01     Consent of Fenwick & West LLP (included in Exhibit 5.01).

        23.02     Consent of Ernst & Young LLP, Independent Auditors.

        24.01     Power of Attorney (see page 6).

</TABLE>

         (1)      Incorporated herein by reference to Exhibit 4.01 to the
                  Registrant's Current Report on Form 8-K filed on October 27,
                  1997 (the "Form 8-K").

         (2)      Incorporated herein by reference to Exhibit 4.02 to the Form
                  8-K.


ITEM 9.  UNDERTAKINGS.

         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 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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a twenty percent (20%) change
in the maximum aggregate offering price set forth 



                                    -PAGE 4-
<PAGE>   5

in the "Calculation of Registration Fee" table in the effective 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;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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.

         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.

         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 provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereby, 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.




                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                    -PAGE 5-
<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 Alameda, State of California, on this 23rd day of
October, 1998.

                                   GEOWORKS CORPORATION


                                   By: /s/ DAVID A. THATCHER
                                        ---------------------------------- 
                                        David A. Thatcher, President,
                                        Chief Executive Officer
                                        and Chief Financial Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David A. Thatcher and Daniel L. Sicotte,
and each of them, as his attorney-in-fact, with full power of substitution in
each, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitutes, may do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
          SIGNATURE                                    TITLE                                        DATE
          ---------                                    -----                                        ----
<S>                                        <C>                                                 <C>

PRINCIPAL FINANCIAL OFFICER:

/s/ DAVID A. THATCHER                      President, Chief Executive Officer,                 October 23, 1998
--------------------------------           Chief Financial Officer, and Director
David A. Thatcher 

PRINCIPAL ACCOUNTING OFFICER:

/s/ DANIEL L. SICOTTE                      Controller                                          October 23, 1998
--------------------------------
Daniel L. Sicotte                                                                               

ADDITIONAL DIRECTORS:

/s/ BERNARD A. BIANCHINO                   Director                                            October 23, 1998
--------------------------------
Bernard A. Bianchino                                                                            

/s/ BRIAN P. DOUGHERTY                     Director                                            October 23, 1998
--------------------------------
Brian P. Dougherty                                                                              

/s/ GORDON E. MAYER                        Director                                            October 23, 1998
--------------------------------
Gordon E. Mayer


/s/ ERIC E. SCHMIDT                        Director                                            October 23, 1998
--------------------------------

</TABLE>


                                    -PAGE 6-
<PAGE>   7


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
      Exhibit No.                 Description
      -----------                 -----------
<S>               <C>
         4.01     Registrant's Certificate of Incorporation.(1)

         4.02     Registrant's Bylaws.(2)

         4.03     Geoworks Corporation 1994 Stock Plan, as amended through
                  April 23, 1998.

         4.04     Geoworks Corporation Employee Stock Purchase Plan, as amended
                  through April 23, 1998.

         4.05     Geoworks Corporation 1997 Supplemental Stock Plan, as
                  amended through April 23, 1998.

         5.01     Opinion of Fenwick & West LLP.

        23.01     Consent of Fenwick & West LLP (included in Exhibit 5.01).

        23.02     Consent of Ernst & Young LLP, Independent Auditors.

        24.01     Power of Attorney (see page 6).

</TABLE>


         (1)      Incorporated herein by reference to Exhibit 4.01 to the
                  Registrant's Current Report on Form 8-K filed on October 27,
                  1997 pursuant to Section 13 of the Act (the "Form 8-K").

         (2)      Incorporated herein by reference to Exhibit 4.02 to the Form
                  8-K.




                                    -PAGE 7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21242}]
{"company-data": {"conformed-name": "GEOWORKS /CA/", "cik": "0000922285", "assigned-sic": "7372", "irs-number": "942920371", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66091", "film-number": "98730245"}, "business-address": {"street1": "960 ATLANTIC AVE", "city": "ALAMEDIA", "state": "CA", "zip": "94501", "phone": "5108141660"}}
1
    As filed with the Securities and Exchange Commission on October 23, 1998
                                                      Registration No. 333-_____
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                              GEOWORKS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

        DELAWARE                                                 94-2920371
(State of Incorporation)                                      (I.R.S. Employer
                                                             Identification No.)

                               960 ATLANTIC AVENUE
                            ALAMEDA, CALIFORNIA 94501
                    (Address of Principal Executive Offices)

                                 1994 STOCK PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                          1997 SUPPLEMENTAL STOCK PLAN
                            (Full Title of the Plan)

                                DAVID A. THATCHER
         PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                              GEOWORKS CORPORATION
                               960 ATLANTIC AVENUE
                            ALAMEDA, CALIFORNIA 94501
                                 (510) 814-1660
            (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:

                            ROBERT A. FREEDMAN, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306

                         CALCULATION OF REGISTRATION FEE

===============================================================================================================================
         TITLE OF SECURITIES             AMOUNT TO BE        PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
          TO BE REGISTERED                REGISTERED     OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE  REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value         1,485,000 (1)           $  1.25(2)               $1,856,250(2)            $548(3)
===============================================================================================================================
(1)      Additional shares reserved for issuance upon exercise of stock options
         under Registrant's 1994 Stock Plan, as amended on April 23, 1998, the
         Employee Stock Purchase Plan, as amended on April 23, 1998 and the 1997
         Supplemental Stock Plan as amended on April 23, 1998.

(2)      Estimated as of October 22, 1998 pursuant to Rule 457(c) solely for
         the purpose of calculating the registration fee.

(3)      Fee calculated pursuant to Section 6(b) of the Securities Act of 1933,
         as amended.
2

                              GEOWORKS CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended March 31, 1998 filed on June 26, 1998 pursuant to
                  Section 13(a) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), which contains audited financial
                  statements for the Registrant's fiscal year ended March 31,
                  1998.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1998 filed on August 14, 1998 pursuant
                  to Section 13(a) of the Exchange Act.

         (c)      The description of the Registrant's Common Stock contained in
                  the Registrant's Registration Statement on Form 8-A (File No.
                  0-23926) filed with the Commission on April 23, 1994 under
                  Section 12(g) 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 which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the 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.

         As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of
the Registrant provide that: (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law; (ii) the Registrant may, in its discretion, indemnify other
employees and agents as set forth in the Delaware General Corporation Law; (iii)
upon receipt of an undertaking to repay such 

                                    -PAGE 2-
3

advances if indemnification is determined by final judicial decision from which
there is no further right to appeal, the Registrant is required to advance
expenses, as incurred, to its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law in connection with a
proceeding; and (iv) the rights conferred in the Bylaws are not exclusive and
the Registrant is authorized to enter into indemnification agreements with its
directors, officers and employees and agents.

         The Registrant has entered into indemnification agreements with each of
its directors and executive officers. The indemnification agreements provide
that directors and executive officers will be indemnified and held harmless to
the fullest possible extent permitted by law including against all expenses
(including attorneys' fees), judgments, penalties, fines and settlement amounts
paid (including all interest, assessments and other charges paid or payable in
connection with or in respect of such expenses, judgments, penalties, fines and
amounts paid in settlement) or reasonably incurred by them in any action, suit
or proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as directors, officers, employees or
agents of the Registrant or as directors, officers, employees or agents of any
other company or enterprise when they are serving in such capacities at the
request of the Registrant. The Registrant will not be obligated pursuant to the
agreements to indemnify or advance expenses to an indemnified party with respect
to proceedings or claims initiated by the indemnified party (other than a
proceeding to enforce his or her rights under the indemnification agreement)
except with respect to a proceeding authorized by the Board of Directors

         The indemnification agreement requires a director or executive officer
to reimburse the Registrant for expenses advanced only to the extent it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the Bylaws, his or her indemnification agreement or
otherwise to be indemnified for such expenses. The indemnification agreement
provides that it is not exclusive of any rights a director or executive officer
may have under the Certificate of Incorporation, Bylaws, other agreements, any
majority-in-interest vote of the stockholders or vote of disinterested
directors, the Delaware law, or otherwise.

         The indemnification provision in the Bylaws, and the indemnification
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"). As authorized by the
Registrant's Bylaws, the Registrant, with approval by the Registrant's Board of
Directors, maintains directors and officers liability insurance with a per claim
and annual aggregate coverage limit of up to $20,000,000.

         Pursuant to underwriting agreements among the Registrant and the
underwriters of the Registrant's initial public offering dated June 22, 1994 and
a subsequent public offering dated November 14, 1995, the Registrant's officers
and directors and other persons who control the Registrant are indemnified
against any and all losses, claims, damages or liabilities to which such persons
may become subject under the Securities Act, Exchange Act and common law which
arise out of any untrue statement regarding or omission of a material fact
contained in the registration statement for such offerings if such statement or
omission was made in reliance upon and in conformity with information provided
to the Registrant in writing by any underwriter of the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

                                    -PAGE 3-
4

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable.

ITEM 8.  EXHIBITS.
4.01     Registrant's Certificate of Incorporation.(1)

         4.02     Registrant's Bylaws.(2)

         4.03     Geoworks Corporation 1994 Stock Plan, as amended through
                  April 23, 1998.

         4.04     Geoworks Corporation Employee Stock Purchase Plan, as amended
                  through April 23, 1998.

         4.05     Geoworks Corporation 1997 Supplemental Stock Plan, as
                  amended through April 23, 1998.

         5.01     Opinion of Fenwick & West LLP.

        23.01     Consent of Fenwick & West LLP (included in Exhibit 5.01).

        23.02     Consent of Ernst & Young LLP, Independent Auditors.

        24.01     Power of Attorney (see page 6).
(1)      Incorporated herein by reference to Exhibit 4.01 to the
                  Registrant's Current Report on Form 8-K filed on October 27,
                  1997 (the "Form 8-K").

         (2)      Incorporated herein by reference to Exhibit 4.02 to the Form
                  8-K.

ITEM 9.  UNDERTAKINGS.

         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 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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a twenty percent (20%) change
in the maximum aggregate offering price set forth 

                                    -PAGE 4-
5

in the "Calculation of Registration Fee" table in the effective 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;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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.

         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.

         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 provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereby, 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.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                    -PAGE 5-
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 Alameda, State of California, on this 23rd day of
October, 1998.

                                   GEOWORKS CORPORATION

                                   By: /s/ DAVID A. THATCHER
                                        ---------------------------------- 
                                        David A. Thatcher, President,
                                        Chief Executive Officer
                                        and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David A. Thatcher and Daniel L. Sicotte,
and each of them, as his attorney-in-fact, with full power of substitution in
each, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE                                    TITLE                                        DATE
          ---------                                    -----                                        ----
PRINCIPAL FINANCIAL OFFICER:

/s/ DAVID A. THATCHER                      President, Chief Executive Officer,                 October 23, 1998
--------------------------------           Chief Financial Officer, and Director
David A. Thatcher 

PRINCIPAL ACCOUNTING OFFICER:

/s/ DANIEL L. SICOTTE                      Controller                                          October 23, 1998
--------------------------------
Daniel L. Sicotte                                                                               

ADDITIONAL DIRECTORS:

/s/ BERNARD A. BIANCHINO                   Director                                            October 23, 1998
--------------------------------
Bernard A. Bianchino                                                                            

/s/ BRIAN P. DOUGHERTY                     Director                                            October 23, 1998
--------------------------------
Brian P. Dougherty                                                                              

/s/ GORDON E. MAYER                        Director                                            October 23, 1998
--------------------------------
Gordon E. Mayer

/s/ ERIC E. SCHMIDT                        Director                                            October 23, 1998
--------------------------------
-PAGE 6-
7

                                  EXHIBIT INDEX
Exhibit No.                 Description
      -----------                 -----------
4.01     Registrant's Certificate of Incorporation.(1)

         4.02     Registrant's Bylaws.(2)

         4.03     Geoworks Corporation 1994 Stock Plan, as amended through
                  April 23, 1998.

         4.04     Geoworks Corporation Employee Stock Purchase Plan, as amended
                  through April 23, 1998.

         4.05     Geoworks Corporation 1997 Supplemental Stock Plan, as
                  amended through April 23, 1998.

         5.01     Opinion of Fenwick & West LLP.

        23.01     Consent of Fenwick & West LLP (included in Exhibit 5.01).

        23.02     Consent of Ernst & Young LLP, Independent Auditors.

        24.01     Power of Attorney (see page 6).
(1)      Incorporated herein by reference to Exhibit 4.01 to the
                  Registrant's Current Report on Form 8-K filed on October 27,
                  1997 pursuant to Section 13 of the Act (the "Form 8-K").

         (2)      Incorporated herein by reference to Exhibit 4.02 to the Form
                  8-K.

                                    -PAGE 7-