AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 2001
                                                      REGISTRATION NO. 333-_____

                       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 or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                            Identification No.)


                               960 ATLANTIC AVENUE
                            ALAMEDA, CAlifornia 94501
             (Address of Principal Executive Offices and Zip Codes)

                                   ----------

                                 1994 Stock Plan
                          Employee Stock Purchase Plan
                              (Full title of Plans)

                                David L. Grannan
                      Chief Executive Officer and President
                              Geoworks Corporation
                               960 Atlantic Avenue
                            Alameda, California 94501
                                 (510) 814-1660
                    (Name and address, and telephone number,
                   including area code, of agent for service)

                                   ----------

                                   Copies to :
                               Maria Pizzoli, Esq.
                              Jason Brandwene, Esq.
                           Farella Braun + Martel LLP
                               235 Montgomery St.
                          San Francisco, CA 94104-3159

<PAGE>


                         Calculation of Registration Fee

<TABLE>
<CAPTION>
----------------------------- ---------------------- ----------------------- ---------------------------- ----------------
Title of securities to be     Amount to be           Proposed                Proposed maximum             Amount of
registered                    registered(1)          maximum offering        aggregate offering           registration
                                                     price per share(2)      price(2)                     fee(2)
----------------------------- ---------------------- ----------------------- ---------------------------- ----------------
<S>                             <C>                          <C>                     <C>                     <C>
Common Stock, $0.001 par        1,000,000 shares             $0.625                  $625,000                $156
value, to be issued under
the Geoworks Corporation
1994 Stock Plan
----------------------------- ---------------------- ----------------------- ---------------------------- ----------------
Common Stock, $0.001 par          350,000 shares             $0.625                  $218,750                $ 55
value, to be issued under
the Geoworks Corporation
1994 Employee Stock
Purchase Plan
----------------------------- ---------------------- ----------------------- ---------------------------- ----------------
Total:                          1,350,000 shares             $0.625                  $843,750                $211
----------------------------- ---------------------- ----------------------- ---------------------------- ----------------
</TABLE>


--------
(1)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions.

(2)  Pursuant to Rule 457(c) and Rule 457(h)(1),  the proposed maximum aggregate
     offering price have been determined on the basis of the average of the high
     and low prices reported on the Nasdaq National Market on October 30, 2001.


                                      -2-
<PAGE>


                                     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")  by Geoworks  Corporation  (the "Company") are  incorporated
herein by reference:

     a.   The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          March 31, 2001;

     b.   The  Company's  Quarterly  Report on Form 10-Q for the fiscal  quarter
          ended June 30, 2001;

     c.   The  Company's  Current  Report on Form 8-K dated as of June 12, 2001,
          and filed with the Commission on June 20, 2001;

     d.   The Company's  Current Report on Form 8-K dated as of October 9, 2001,
          and filed with the Commission on October 17, 2001;

     e.   All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") since
          March 31, 2001;

     f.   The  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration Statement (No. 0-23926) on Form 8-A filed with
          the  Commission  on April 26, 1994,  pursuant to Section  12(g) of the
          Exchange Act,  including any amendment or report filed for the purpose
          of updating such description; and

     g.   The  description of the Company's  Rights to Purchase  Preferred Stock
          contained in the Company's  Registration  Statement  (No.  0-23926) on
          Form 8-A filed with the  Commission  on March 12,  2001,  pursuant  to
          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 Company pursuant to Sections 13(a),
13(c), 14 or 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.


                                      -3-
<PAGE>


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,  indemnification  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,
as  amended  (the   "Securities   Act").   The  Company's   Bylaws  provide  for
indemnification  of its directors,  officers,  employees and other agents to the
maximum extent permitted by the Delaware General  Corporation Law. The Company's
Certificate  of  Incorporation  provides  that,  pursuant to Delaware  law,  its
directors shall not be liable for monetary damages for breach of their fiduciary
duty as directors  to the Company and its  stockholders.  This  provision in the
Certificate  of  Incorporation  does not  eliminate  the  fiduciary  duty of the
directors,  and,  in  appropriate  circumstances,  equitable  remedies  such  as
injunctive or other forms of  non-monetary  relief will remain  available  under
Delaware  law.  In  addition,  each  director  will  continue  to be  subject to
liability for breach of the  director's  duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct,  for knowing
violations  of law,  for  actions  leading to improper  personal  benefit to the
director  and for  payment of  dividends  or approval  of stock  repurchases  or
redemptions  that are unlawful  under  Delaware law. The provision also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws or state or federal environmental laws.

     The Company 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
Company,  on account of their  services as  directors,  officers,  employees  or
agents of the  Company 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  Company.  The  Company  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  agreements require a director or executive officer to reimburse
the Company 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  agreements provide that the indemnification
agreement is not  exclusive  of any rights a director or  executive  officer may
have under the  Certificate of  Incorporation,  Bylaws,  other  agreements,  any

                                      -4-
<PAGE>


majority-in-interest   vote  of  the   stockholders  or  vote  of  disinterested
directors, the Delaware law, or otherwise.

     As authorized by the Company's  Bylaws,  the Company,  with approval by the
Company'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.

Item 7. Exemption From Registration Claimed

     Not Applicable.

Item 8. Exhibits

     4.1  Certificate of Incorporation of the Company(1)

     4.2  Bylaws of the Company(2)

     4.3  Shareholder  Rights  Plan,  dated  as of March 9,  2001,  between  the
          Company and Mellon Investor Services, L.L.C.(3)

     5.1  Opinion  and  Consent of  Farella  Braun + Martel  LLP  regarding  the
          legality of the securities being registered

     23.1 Consent of Farella Braun + Martel LLP (included in Exhibit 5.1)

     23.2 Consent of Ernst & Young LLP, Independent Auditors

     24.1 Power of Attorney (included in signature page hereof)

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 this  Registration  Statement (or the most
               recent post-effective amendment hereof) which, individually or in
               the aggregate,  represent a fundamental change in the information
               set forth in this





----------
(1)  Incorporated  herein by reference to Exhibit 4.01 to the Company'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.

(3)  Incorporated herein by reference to Exhibit 1 to the Company's registration
     statement on Form 8-A filed on March 12, 2001.


                                      -5-
<PAGE>

               Registration  Statement.   Notwithstanding  the  foregoing,   any
               increase  or  decrease  in 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 or high and
               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 20 percent change in the maximum aggregate
               offering price set forth 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  this  Registration
               Statement  or any  material  change to such  information  in this
               Registration Statement;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if 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  Company  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 herein,  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 Company'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
into  this  Registration  Statement  shall be  deemed  to be a new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     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.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company 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 Company 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

                                      -6-
<PAGE>

policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.





















                                      -7-

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  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 31st day of October, 2001.

                                            GEOWORKS CORPORATION

                                            By: /s/ David L. Grannan
                                               ---------------------------------
                                               David L. Grannan
                                               Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints David L. Grannan and Timothy J. Toppin,
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  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 indicated on October 18, 2001.


         Signature                               Title
         ---------                               -----

----------------------                 Chairman of the Board of Directors
David Neylon

/s/ David L. Grannan
----------------------          Chief Executive Officer, President and Director
David L. Grannan                         (Principal Executive Officer)

/s/ Timothy J. Toppin
----------------------                  Vice President, Chief Financial
Timothy J. Toppin                            Officer and Secretary
                                  (Principal Financial and Accounting Officer)

/s/ Stephen T. Baker
----------------------                              Director
Stephen T. Baker


/s/ John B. Balousek                                Director
----------------------
John B. Balousek

/s/ Kevin P. Fitzgerald
----------------------                              Director
Kevin P. Fitzgerald

/s/ Andrew Cole
----------------------                              Director
Andrew Cole









                                      -8-

<PAGE>


                                  EXHIBIT INDEX

     5.1  Opinion  and  Consent of  Farella  Braun + Martel  LLP  regarding  the
          legality of the securities being registered

     23.1 Consent of Farella Braun + Martel LLP (included in Exhibit 5.1)

     23.2 Consent of Ernst & Young LLP, Independent Auditors










                                       -9-
[{"type": "S-8", "sequence": "1", "filename": "d27163_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19626}]
{"company-data": {"conformed-name": "GEOWORKS /CA/", "cik": "0000922285", "assigned-sic": "7372", "irs-number": "942920371", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72678", "film-number": "1773417"}, "business-address": {"street1": "960 ATLANTIC AVENUE", "city": "ALAMEDA", "state": "CA", "zip": "94501", "phone": "5108141660"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 2001
                                                      REGISTRATION NO. 333-_____

                       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 or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                               960 ATLANTIC AVENUE
                            ALAMEDA, CAlifornia 94501
             (Address of Principal Executive Offices and Zip Codes)

                                   ----------

                                 1994 Stock Plan
                          Employee Stock Purchase Plan
                              (Full title of Plans)

                                David L. Grannan
                      Chief Executive Officer and President
                              Geoworks Corporation
                               960 Atlantic Avenue
                            Alameda, California 94501
                                 (510) 814-1660
                    (Name and address, and telephone number,
                   including area code, of agent for service)

                                   ----------

                                   Copies to :
                               Maria Pizzoli, Esq.
                              Jason Brandwene, Esq.
                           Farella Braun + Martel LLP
                               235 Montgomery St.
                          San Francisco, CA 94104-3159
Calculation of Registration Fee
----------------------------- ---------------------- ----------------------- ---------------------------- ----------------
Title of securities to be     Amount to be           Proposed                Proposed maximum             Amount of
registered                    registered(1)          maximum offering        aggregate offering           registration
                                                     price per share(2)      price(2)                     fee(2)
----------------------------- ---------------------- ----------------------- ---------------------------- ----------------
Common Stock, $0.001 par        1,000,000 shares             $0.625                  $625,000                $156
value, to be issued under
the Geoworks Corporation
1994 Stock Plan
----------------------------- ---------------------- ----------------------- ---------------------------- ----------------
Common Stock, $0.001 par          350,000 shares             $0.625                  $218,750                $ 55
value, to be issued under
the Geoworks Corporation
1994 Employee Stock
Purchase Plan
----------------------------- ---------------------- ----------------------- ---------------------------- ----------------
Total:                          1,350,000 shares             $0.625                  $843,750                $211
----------------------------- ---------------------- ----------------------- ---------------------------- ----------------
--------
(1)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions.

(2)  Pursuant to Rule 457(c) and Rule 457(h)(1),  the proposed maximum aggregate
     offering price have been determined on the basis of the average of the high
     and low prices reported on the Nasdaq National Market on October 30, 2001.

                                      -2-
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")  by Geoworks  Corporation  (the "Company") are  incorporated
herein by reference:

     a.   The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          March 31, 2001;

     b.   The  Company's  Quarterly  Report on Form 10-Q for the fiscal  quarter
          ended June 30, 2001;

     c.   The  Company's  Current  Report on Form 8-K dated as of June 12, 2001,
          and filed with the Commission on June 20, 2001;

     d.   The Company's  Current Report on Form 8-K dated as of October 9, 2001,
          and filed with the Commission on October 17, 2001;

     e.   All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") since
          March 31, 2001;

     f.   The  description  of  the  Company's  Common  Stock  contained  in the
          Company's  Registration Statement (No. 0-23926) on Form 8-A filed with
          the  Commission  on April 26, 1994,  pursuant to Section  12(g) of the
          Exchange Act,  including any amendment or report filed for the purpose
          of updating such description; and

     g.   The  description of the Company's  Rights to Purchase  Preferred Stock
          contained in the Company's  Registration  Statement  (No.  0-23926) on
          Form 8-A filed with the  Commission  on March 12,  2001,  pursuant  to
          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 Company pursuant to Sections 13(a),
13(c), 14 or 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.

                                      -3-
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,  indemnification  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,
as  amended  (the   "Securities   Act").   The  Company's   Bylaws  provide  for
indemnification  of its directors,  officers,  employees and other agents to the
maximum extent permitted by the Delaware General  Corporation Law. The Company's
Certificate  of  Incorporation  provides  that,  pursuant to Delaware  law,  its
directors shall not be liable for monetary damages for breach of their fiduciary
duty as directors  to the Company and its  stockholders.  This  provision in the
Certificate  of  Incorporation  does not  eliminate  the  fiduciary  duty of the
directors,  and,  in  appropriate  circumstances,  equitable  remedies  such  as
injunctive or other forms of  non-monetary  relief will remain  available  under
Delaware  law.  In  addition,  each  director  will  continue  to be  subject to
liability for breach of the  director's  duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct,  for knowing
violations  of law,  for  actions  leading to improper  personal  benefit to the
director  and for  payment of  dividends  or approval  of stock  repurchases  or
redemptions  that are unlawful  under  Delaware law. The provision also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws or state or federal environmental laws.

     The Company 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
Company,  on account of their  services as  directors,  officers,  employees  or
agents of the  Company 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  Company.  The  Company  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  agreements require a director or executive officer to reimburse
the Company 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  agreements provide that the indemnification
agreement is not  exclusive  of any rights a director or  executive  officer may
have under the  Certificate of  Incorporation,  Bylaws,  other  agreements,  any

                                      -4-
majority-in-interest   vote  of  the   stockholders  or  vote  of  disinterested
directors, the Delaware law, or otherwise.

     As authorized by the Company's  Bylaws,  the Company,  with approval by the
Company'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.

Item 7. Exemption From Registration Claimed

     Not Applicable.

Item 8. Exhibits

     4.1  Certificate of Incorporation of the Company(1)

     4.2  Bylaws of the Company(2)

     4.3  Shareholder  Rights  Plan,  dated  as of March 9,  2001,  between  the
          Company and Mellon Investor Services, L.L.C.(3)

     5.1  Opinion  and  Consent of  Farella  Braun + Martel  LLP  regarding  the
          legality of the securities being registered

     23.1 Consent of Farella Braun + Martel LLP (included in Exhibit 5.1)

     23.2 Consent of Ernst & Young LLP, Independent Auditors

     24.1 Power of Attorney (included in signature page hereof)

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 this  Registration  Statement (or the most
               recent post-effective amendment hereof) which, individually or in
               the aggregate,  represent a fundamental change in the information
               set forth in this

----------
(1)  Incorporated  herein by reference to Exhibit 4.01 to the Company'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.

(3)  Incorporated herein by reference to Exhibit 1 to the Company's registration
     statement on Form 8-A filed on March 12, 2001.

                                      -5-
Registration  Statement.   Notwithstanding  the  foregoing,   any
               increase  or  decrease  in 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 or high and
               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 20 percent change in the maximum aggregate
               offering price set forth 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  this  Registration
               Statement  or any  material  change to such  information  in this
               Registration Statement;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if 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  Company  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 herein,  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 Company'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
into  this  Registration  Statement  shall be  deemed  to be a new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     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.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company 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 Company 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

                                      -6-
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      -7-
SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  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 31st day of October, 2001.

                                            GEOWORKS CORPORATION

                                            By: /s/ David L. Grannan
                                               ---------------------------------
                                               David L. Grannan
                                               Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints David L. Grannan and Timothy J. Toppin,
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  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 indicated on October 18, 2001.

         Signature                               Title
         ---------                               -----

----------------------                 Chairman of the Board of Directors
David Neylon

/s/ David L. Grannan
----------------------          Chief Executive Officer, President and Director
David L. Grannan                         (Principal Executive Officer)

/s/ Timothy J. Toppin
----------------------                  Vice President, Chief Financial
Timothy J. Toppin                            Officer and Secretary
                                  (Principal Financial and Accounting Officer)

/s/ Stephen T. Baker
----------------------                              Director
Stephen T. Baker

/s/ John B. Balousek                                Director
----------------------
John B. Balousek

/s/ Kevin P. Fitzgerald
----------------------                              Director
Kevin P. Fitzgerald

/s/ Andrew Cole
----------------------                              Director
Andrew Cole

                                      -8-
EXHIBIT INDEX

     5.1  Opinion  and  Consent of  Farella  Braun + Martel  LLP  regarding  the
          legality of the securities being registered

     23.1 Consent of Farella Braun + Martel LLP (included in Exhibit 5.1)

     23.2 Consent of Ernst & Young LLP, Independent Auditors

                                       -9-