<PAGE>   1
    As filed with the Securities and Exchange Commission on December 13, 1999
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                              STARBASE CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                   33-0567363
-------------------------------                  -------------------
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                        4 HUTTON CENTRE DRIVE, SUITE 800
                            SANTA ANA, CA 92707-8713
                    ----------------------------------------
                    (Address of Principal Executive Offices)

 NON-QUALIFIED STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND ITS DIRECTORS,
                            EMPLOYEES AND CONSULTANTS
--------------------------------------------------------------------------------
                            (Full title of the plans)

                                DOUGLAS S. NORMAN
                        4 HUTTON CENTRE DRIVE, SUITE 800
                            SANTA ANA, CA 92707-8713
                                 (714) 445-4400
--------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                            Martin E. Weisberg, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6050

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
                                                            Proposed         Proposed
     Title of each class of Securities      Amount to       Maximum          Maximum         Amount of
             to be Registered             be Registered  Offering Price     Aggregate      Registration
                                                           Per Share       Offering Price      Fee
-------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>               <C>             <C>
Common Stock, $.01 par value per share    4,998,155(1)     $3.579(2)       $17,885,897.67   $4,972.28
-------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Pursuant to Rule 416(b), there shall also be deemed covered hereby all
         additional securities resulting from antidilution adjustments under the
         Non-Qualified Stock Option Agreements between the registrant and
         directors of StarBase Corporation, the Non-Qualified Stock Option
         Agreements between the registrant and employees of StarBase
         Corporation, and the Non-Qualified Stock Option Agreements between the
         registrant and consultants of StarBase Corporation.

(2)      Pursuant to Rule 457(h), estimated solely for the purpose of
         calculating the registration fee on the basis of the exercise prices of
         (i) 610,000 non-qualified stock options granted to directors of the
         registrant under stock option contracts, (ii) 4,333,155 non-qualified
         stock options granted to employees of the registrant under stock option
         contracts and (iii) 55,000 non-qualified stock options granted to
         consultants of the registrant under stock option contracts.

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the registrant with the Securities and
Exchange Commission (Commission File No. 0-25612) pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference:

         (a) The registrant's Quarterly Report on Form 10-QSB for the quarter
             ended September 30, 1999;

         (b) The registrant's Quarterly Report on Form 10-QSB for the quarter
             ended June 30, 1999;

         (c) The registrant's Annual Report on Form 10-KSB for the year ended
             March 31, 1999; and

         (d) The description of the registrant's common stock contained in the
             registrant's registration statement on Form 10, as amended, filed
             on February 23, 1995, including any amendment or report filed for
             the purpose of updating such description.

         All documents filed subsequent to the date of this registration
statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not required, since the registrant's common stock is registered under
Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

<PAGE>   3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of Delaware ("DGCL")
provides that directors, officers, employees or agents of Delaware corporations
are entitled, under certain circumstances, to be indemnified against expenses
(including attorneys' fees) and other liabilities actually and reasonably
incurred by them in connection with any suit brought against them in their
capacity as a director, officer, employee or agent, if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. Section 145 of the DGCL also provides that directors, officers,
employees and agents may also be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by them in connection with a
derivative suit bought against them in their capacity as a director, if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made without court approval if such person was adjudged liable to the
corporation.

         Our certificate of incorporation provides that a director is not
personally liable for monetary damages to us or our stockholders for breach of
his or her fiduciary duties as a director. A director will be held liable for a
breach of his or her duty of loyalty to us or our stockholders, his or her
intentional misconduct or willful violation of law, actions or in actions not in
good faith, an unlawful stock purchase or payment of a dividend under Delaware
law, or transactions from which the director derives an improper personal
benefit. This limitation of liability does not affect the availability of
equitable remedies against the director including injunctive relief or
rescission. Our certificate of incorporation authorizes us to indemnify our
officers, directors and other agent to the fullest extent permitted under
Delaware law.

We have entered into an indemnification agreement with each of our directors and
officers. In some cases, the provisions of the indemnification agreement may be
broader than the specific indemnification provisions contained in our
certificate of incorporation or otherwise permitted under Delaware law. Each
indemnification agreement may require us to indemnify an officer or director
against liabilities that may arise by reason of his status or service as an
officer or director, or against liabilities arising from the director's willful
misconduct of a culpable nature. The indemnification agreement may also require
us to obtain directors' and officers' liability insurance, if available on
reasonable terms. We maintain a directors and officers liability policy with
Lloyds of London and General Star Indemnity Corporation that contains an
aggregate limit of liability of $5,000,000 through 2001. Our bylaws authorize us
to indemnify our directors to the fullest extent permitted under Delaware law.
In addition, our board of directors, in its sole discretion, may indemnify any
present or former officers or employees of the corporation, including officers
or employees who are acting as "fiduciaries" of any employee benefit plan,
including an ERISA plan.



ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

<PAGE>   4

ITEM 8. EXHIBITS.

Exhibit
Number      Description
------      -----------

  5.1       Opinion of Parker Chapin Flattau & Klimpl, LLP, as to the legality
            of the common stock being offered.

  23.1      Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
            opinion filed as Exhibit 5.1).

  23.2      Consent of PricewaterhouseCoopers LLP.

  23.3      Consent of Deloitte & Touche LLP.

  24.1      Power of attorney of certain officers and directors of the
            registrant (contained in the signature page).

  99.1      Form of Non-Qualified Stock Option Contract between registrant and
            its directors.


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 of 1933, as amended (the "Securities Act");

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

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 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.


<PAGE>   5

         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 that is incorporated by reference in 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
registrant pursuant to the foregoing provisions described in Item 6 above, 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, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

<PAGE>   6

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana,
State of California, on the 13th day of December, 1999.

                                         StarBase Corporation


                                         By:  /s/ Douglas S. Norman
                                              ----------------------------------
                                                  Douglas S. Norman
                                                  Chief Accounting Officer

                                POWER OF ATTORNEY

         The undersigned directors and officers of StarBase Corporation hereby
constitute and appoint, William R. Stow III and Douglas S. Norman and each of
them, with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below any
and all amendments (including post-effective amendments and amendments thereto)
to this registration statement under the Securities Act of 1933 and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission and hereby ratify and confirm each
and every act and thing that such attorneys-in-fact, or any them, or their
substitutes, shall lawfully do or cause to be done by virtue thereof.

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


<TABLE>
<CAPTION>
               Signature                               Title                                  Date
               ---------                               -----                                  ----
<S>                                        <C>                                         <C>

        /s/ William R. Stow III            President, Chief Executive Officer          December 13, 1999
----------------------------------------        and Chairman of the Board
          William R. Stow III

         /s/ Donald R. Farrow                      Vice Chairman                       December 13, 1999
----------------------------------------           and Director
           Donald R. Farrow

         /s/ Frank R. Caccamo                        Director                          December 13, 1999
----------------------------------------
             Frank R. Caccamo

         /s/ John R. Snedegar                        Director                          December 13, 1999
----------------------------------------
           John R. Snedegar
</TABLE>

<PAGE>   7


<TABLE>
<CAPTION>
<S>                                         <C>                                       <C>

         /s/ Phillip E. Pearce                       Director                          December 13, 1999
----------------------------------------
           Phillip E. Pearce

          /s/ Daniel P. Ginns                        Director                          December 13, 1999
----------------------------------------
            Daniel P. Ginns

         /s/ Barry W. Sullivan                       Director                          December 13, 1999
----------------------------------------
           Barry W. Sullivan

         /s/ Douglas S. Norman               Chief Accounting Officer                  December 13, 1999
----------------------------------------
          Douglas S. Norman
</TABLE>

<PAGE>   8

                                  EXHIBIT INDEX

Exhibit
Number      Description
------      -----------

  5.1       Opinion of Parker Chapin Flattau & Klimpl, LLP, as to the legality
            of the common stock being offered.

  23.1      Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
            opinion filed as Exhibit 5.1).

  23.2      Consent of PricewaterhouseCoopers LLP.

  23.3      Consent of Deloitte & Touche LLP.

  24.1      Power of attorney of certain officers and directors of the
            registrant (contained in the signature page).

  99.1      Form of Non-Qualified Stock Option Contract between registrant and
            its directors.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18738}]
{"company-data": {"conformed-name": "STARBASE CORP", "cik": "0000911577", "assigned-sic": "7372", "irs-number": "330567363", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92597", "film-number": "99773163"}, "business-address": {"street1": "4 HUTTON CENTRE DRIVE", "street2": "SUITE 800", "city": "SANTA ANA", "state": "CA", "zip": "92707", "phone": "7144454400"}, "mail-address": {"street1": "4 HUTTON CENTRE DRIVE", "street2": "SUITE 800", "city": "SANTA ANA", "state": "CA", "zip": "92707"}}
1
    As filed with the Securities and Exchange Commission on December 13, 1999
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                              STARBASE CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                   33-0567363
-------------------------------                  -------------------
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                        4 HUTTON CENTRE DRIVE, SUITE 800
                            SANTA ANA, CA 92707-8713
                    ----------------------------------------
                    (Address of Principal Executive Offices)

 NON-QUALIFIED STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND ITS DIRECTORS,
                            EMPLOYEES AND CONSULTANTS
--------------------------------------------------------------------------------
                            (Full title of the plans)

                                DOUGLAS S. NORMAN
                        4 HUTTON CENTRE DRIVE, SUITE 800
                            SANTA ANA, CA 92707-8713
                                 (714) 445-4400
--------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                            Martin E. Weisberg, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6050

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                                            Proposed         Proposed
     Title of each class of Securities      Amount to       Maximum          Maximum         Amount of
             to be Registered             be Registered  Offering Price     Aggregate      Registration
                                                           Per Share       Offering Price      Fee
-------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share    4,998,155(1)     $3.579(2)       $17,885,897.67   $4,972.28
-------------------------------------------------------------------------------------------------------
(1)      Pursuant to Rule 416(b), there shall also be deemed covered hereby all
         additional securities resulting from antidilution adjustments under the
         Non-Qualified Stock Option Agreements between the registrant and
         directors of StarBase Corporation, the Non-Qualified Stock Option
         Agreements between the registrant and employees of StarBase
         Corporation, and the Non-Qualified Stock Option Agreements between the
         registrant and consultants of StarBase Corporation.

(2)      Pursuant to Rule 457(h), estimated solely for the purpose of
         calculating the registration fee on the basis of the exercise prices of
         (i) 610,000 non-qualified stock options granted to directors of the
         registrant under stock option contracts, (ii) 4,333,155 non-qualified
         stock options granted to employees of the registrant under stock option
         contracts and (iii) 55,000 non-qualified stock options granted to
         consultants of the registrant under stock option contracts.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the registrant with the Securities and
Exchange Commission (Commission File No. 0-25612) pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference:

         (a) The registrant's Quarterly Report on Form 10-QSB for the quarter
             ended September 30, 1999;

         (b) The registrant's Quarterly Report on Form 10-QSB for the quarter
             ended June 30, 1999;

         (c) The registrant's Annual Report on Form 10-KSB for the year ended
             March 31, 1999; and

         (d) The description of the registrant's common stock contained in the
             registrant's registration statement on Form 10, as amended, filed
             on February 23, 1995, including any amendment or report filed for
             the purpose of updating such description.

         All documents filed subsequent to the date of this registration
statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not required, since the registrant's common stock is registered under
Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.
3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of Delaware ("DGCL")
provides that directors, officers, employees or agents of Delaware corporations
are entitled, under certain circumstances, to be indemnified against expenses
(including attorneys' fees) and other liabilities actually and reasonably
incurred by them in connection with any suit brought against them in their
capacity as a director, officer, employee or agent, if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. Section 145 of the DGCL also provides that directors, officers,
employees and agents may also be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by them in connection with a
derivative suit bought against them in their capacity as a director, if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made without court approval if such person was adjudged liable to the
corporation.

         Our certificate of incorporation provides that a director is not
personally liable for monetary damages to us or our stockholders for breach of
his or her fiduciary duties as a director. A director will be held liable for a
breach of his or her duty of loyalty to us or our stockholders, his or her
intentional misconduct or willful violation of law, actions or in actions not in
good faith, an unlawful stock purchase or payment of a dividend under Delaware
law, or transactions from which the director derives an improper personal
benefit. This limitation of liability does not affect the availability of
equitable remedies against the director including injunctive relief or
rescission. Our certificate of incorporation authorizes us to indemnify our
officers, directors and other agent to the fullest extent permitted under
Delaware law.

We have entered into an indemnification agreement with each of our directors and
officers. In some cases, the provisions of the indemnification agreement may be
broader than the specific indemnification provisions contained in our
certificate of incorporation or otherwise permitted under Delaware law. Each
indemnification agreement may require us to indemnify an officer or director
against liabilities that may arise by reason of his status or service as an
officer or director, or against liabilities arising from the director's willful
misconduct of a culpable nature. The indemnification agreement may also require
us to obtain directors' and officers' liability insurance, if available on
reasonable terms. We maintain a directors and officers liability policy with
Lloyds of London and General Star Indemnity Corporation that contains an
aggregate limit of liability of $5,000,000 through 2001. Our bylaws authorize us
to indemnify our directors to the fullest extent permitted under Delaware law.
In addition, our board of directors, in its sole discretion, may indemnify any
present or former officers or employees of the corporation, including officers
or employees who are acting as "fiduciaries" of any employee benefit plan,
including an ERISA plan.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.
4

ITEM 8. EXHIBITS.

Exhibit
Number      Description
------      -----------

  5.1       Opinion of Parker Chapin Flattau & Klimpl, LLP, as to the legality
            of the common stock being offered.

  23.1      Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
            opinion filed as Exhibit 5.1).

  23.2      Consent of PricewaterhouseCoopers LLP.

  23.3      Consent of Deloitte & Touche LLP.

  24.1      Power of attorney of certain officers and directors of the
            registrant (contained in the signature page).

  99.1      Form of Non-Qualified Stock Option Contract between registrant and
            its directors.

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 of 1933, as amended (the "Securities Act");

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

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 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.
5

         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 that is incorporated by reference in 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
registrant pursuant to the foregoing provisions described in Item 6 above, 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, 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.
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana,
State of California, on the 13th day of December, 1999.

                                         StarBase Corporation

                                         By:  /s/ Douglas S. Norman
                                              ----------------------------------
                                                  Douglas S. Norman
                                                  Chief Accounting Officer

                                POWER OF ATTORNEY

         The undersigned directors and officers of StarBase Corporation hereby
constitute and appoint, William R. Stow III and Douglas S. Norman and each of
them, with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below any
and all amendments (including post-effective amendments and amendments thereto)
to this registration statement under the Securities Act of 1933 and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission and hereby ratify and confirm each
and every act and thing that such attorneys-in-fact, or any them, or their
substitutes, shall lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                               Title                                  Date
               ---------                               -----                                  ----
/s/ William R. Stow III            President, Chief Executive Officer          December 13, 1999
----------------------------------------        and Chairman of the Board
          William R. Stow III

         /s/ Donald R. Farrow                      Vice Chairman                       December 13, 1999
----------------------------------------           and Director
           Donald R. Farrow

         /s/ Frank R. Caccamo                        Director                          December 13, 1999
----------------------------------------
             Frank R. Caccamo

         /s/ John R. Snedegar                        Director                          December 13, 1999
----------------------------------------
           John R. Snedegar
7
/s/ Phillip E. Pearce                       Director                          December 13, 1999
----------------------------------------
           Phillip E. Pearce

          /s/ Daniel P. Ginns                        Director                          December 13, 1999
----------------------------------------
            Daniel P. Ginns

         /s/ Barry W. Sullivan                       Director                          December 13, 1999
----------------------------------------
           Barry W. Sullivan

         /s/ Douglas S. Norman               Chief Accounting Officer                  December 13, 1999
----------------------------------------
          Douglas S. Norman
8

                                  EXHIBIT INDEX

Exhibit
Number      Description
------      -----------

  5.1       Opinion of Parker Chapin Flattau & Klimpl, LLP, as to the legality
            of the common stock being offered.

  23.1      Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
            opinion filed as Exhibit 5.1).

  23.2      Consent of PricewaterhouseCoopers LLP.

  23.3      Consent of Deloitte & Touche LLP.

  24.1      Power of attorney of certain officers and directors of the
            registrant (contained in the signature page).

  99.1      Form of Non-Qualified Stock Option Contract between registrant and
            its directors.