<PAGE>   1

    As filed with the Securities and Exchange Commission on January 20, 1999
                                                 Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                          PLATINUM SOFTWARE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

           DELAWARE                                       33-0277592
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)

                              195 TECHNOLOGY DRIVE
                          IRVINE, CALIFORNIA 92618-2402
    (ADDRESS, INCLUDING ZIP CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                      DATAWORKS 1995 EQUITY INCENTIVE PLAN
            DATAWORKS 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                 INTERACTIVE 1997 NONSTATUTORY STOCK OPTION PLAN
                       INTERACTIVE 1995 STOCK OPTION PLAN
                      NONSTATUTORY STOCK OPTION AGREEMENTS
                       NONQUALIFIED STOCK OPTION AGREEMENT
                            (FULL TITLE OF THE PLAN)

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

                                 L. GEORGE KLAUS
                             CHIEF EXECUTIVE OFFICER
                          PLATINUM SOFTWARE CORPORATION
                              195 TECHNOLOGY DRIVE
                          IRVINE, CALIFORNIA 92618-2402
                                 (949) 453-4000
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    Copy to:
                              PERRY TARNOFSKY, ESQ.
                          PLATINUM SOFTWARE CORPORATION
                              195 TECHNOLOGY DRIVE
                              IRVINE, CA 92618-2402

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                                PROPOSED              PROPOSED
                                                                                MAXIMUM               MAXIMUM
                                                          AMOUNT                OFFERING             AGGREGATE           AMOUNT OF
                TITLE OF SECURITIES TO                     TO BE                  PRICE               OFFERING          REGISTRATION
                     BE REGISTERED                      REGISTERED(1)           PER SHARE              PRICE                 FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                       <C>                <C>                    <C>
Common Stock $0.001 par value                         1,343,156 shares          $11.4705(2)        $15,406,670.89         $4,284.00
     To be issued under the DataWorks
     1995 Equity Incentive Plan

Common Stock $0.001 par value                           115,130 shares          $23.9566(3)        $ 2,758,123.36         $  767.00
     To be issued under the DataWorks
     1995 Non-Employee Directors Stock
     Option Plan

Common Stock $0.001 par value                            65,227 shares          $ 8.2116(4)        $   535,618.03         $  149.00
     To be issued under the Interactive
     1997 Nonstatutory Stock Option
     Plan

Common Stock $0.001 par value                           156,838 shares          $ 8.9339(5)        $ 1,401,175.01         $  390.00
     To be issued under the Interactive
     1995 Stock Option Plan

Common Stock $0.001 par value                             3,359 shares          $ 6.5491(6)        $    21,998.43         $    7.00
     To be issued under Nonstatutory Stock
     Option Agreement between DataWorks 
     Corporation and Norman Farquhar

Common Stock $0.001 par value To be issued under        375,000 shares          $12.8130(7)        $ 4,804,875.00         $1,336.00
     Nonqualified Option Agreement between Platinum 
     Software Corporation and Stuart W. Clifton               

            Total                                     2,058,710 shares          __________         $24,928,460.72         $6,933.00
====================================================================================================================================
</TABLE>

(1)  This Registration Statement covers an aggregate of 2,058,710 shares of
     Common Stock which may be issued pursuant to the DataWorks 1995 Equity
     Incentive Plan, the DataWorks 1995 Non-Employee Directors' Stock Option
     Plan, the Interactive 1997 Nonstatutory Stock Option Plan, the Interactive
     1995 Stock Option Plan, the Nonstatutory Stock Option Agreement between
     DataWorks Corporation and Norman Farquhar assumed in connection with the
     merger with DataWorks Corporation that occurred on December 31, 1998
     ("DataWorks Options"), and the Nonqualified Option Agreement between
     Platinum Software Corporation and Stuart W. Clifton executed in connection
     with the merger with DataWorks Corporation that occurred on December 31,
     1998.

(2)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of
     $11.4705.

(3)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of
     $23.9566.

(4)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of
     $8.2116.

(5)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of
     $8.9339.

(6)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of
     $6.5491.

(7)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the closing price of one share of Platinum
     Software Corporation Common Stock as quoted on the Nasdaq National Market
     on December 31, 1998. Such price was $12.8130.
--------------------------------------------------------------------------------
<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a) Registrant's Schedule 13D filed on October 23, 1998, as amended;

         (b) Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998;

         (c) Amendment to Registrant's Annual Report on Form 10-K/A for the
fiscal year ended June 30, 1998;

         (d) Registrant's Definitive Proxy Materials filed with the SEC on
September 25, 1998;

         (e) Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;

         (f) Registrant's Current Report on Form 8-K filed with the SEC on
November 3, 1998;

         (g) Registrant's Current Report on Form 8-K filed with the SEC on
August 5, 1998;

         (h) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed on October 15, 1992 pursuant to Section
12 of the Exchange Act.

         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 to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
the filing of such documents; except as to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions. For the purposes of this registration statement, any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded 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. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.


                                      II-1

<PAGE>   3

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award a corporation's Board of Directors the power to indemnify 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. The Registrant's Second Restated
Certificate of Incorporation, as amended, and the Registrant's Bylaws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by Delaware Law. In addition, the Registrant has
entered into Indemnification Agreements with its officers and directors.

         Pursuant to an Agreement and Plan of Reorganization among Registrant,
Zoo Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Registrant ("Merger Sub") and DataWorks Corporation ("DataWorks" or the
"Surviving Corporation"), a Delaware corporation (the "Reorganization
Agreement"), pursuant to which Merger Sub merged with and into DataWorks (the
"Merger") as a result of which DataWorks became a wholly-owned subsidiary of
Registrant from and after the Effective Time, (as defined in the Reorganization
Agreement), Registrant has agreed to cause the Surviving Corporation to fulfill
and honor in all respects the obligations of DataWorks pursuant to any
indemnification agreements between DataWorks and its directors and officers as
of the Effective Time (the "Indemnified Parties") and any indemnification
provisions under DataWorks' Certificate of Incorporation and DataWorks' Bylaws
as in effect on the date of the Reorganization Agreement. The Certificate of
Incorporation and Bylaws of the Surviving Corporation contain provisions with
respect to exculpation and indemnification that are at least as favorable to the
Indemnified Parties as those contained in the DataWorks Certificate and Bylaws
as in effect on the date of the Reorganization Agreement, which provisions will
not be amended, repealed or otherwise modified for a period of six years from
the Effective Time in any manner that would adversely affect the rights
thereunder of individuals who, immediately prior to the Effective Time, were
directors, officers, employees or agents of DataWorks, unless such modification
is required by law.

         Pursuant to the Reorganization Agreement, for a period of six years
after the Effective Time, Registrant has agreed to cause the Surviving
Corporation in the Merger to use its commercially reasonable efforts to maintain
in effect, if available, directors' and officers' liability insurance covering
those persons who are currently covered by DataWorks' directors and officers'
liability insurance policy on terms comparable to those applicable to the
current directors and officers of DataWorks; provided, however, that in no event
will Registrant or the Surviving Corporation be required to expend in excess of
150% of the annual premium currently paid by DataWorks for such coverage (or
such coverages as is available for such 150% of such annual premium).


                                      II-2

<PAGE>   4

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.


 4.1  1995 Equity Incentive Plan (Filed as an exhibit to DataWorks Corporation's
      Form 10-K for the year ended December 31, 1997, and incorporated herein by
      reference).

 4.2  1995 Non-Employee Directors' Stock Option Plan (Filed as an exhibit to
      DataWorks Corporation's Form 10-K for the year ended December 31, 1997,
      and incorporated herein by reference).

 4.3  Interactive 1997 Nonstatutory Stock Option Plan (Filed as an exhibit to
      Interactive Group, Inc.'s Registration Statement on Form S-8 (No.
      333-30259), and incorporated herein by reference).

 4.4  Interactive 1995 Stock Option Plan (Filed as an exhibit to Interactive
      Group, Inc.'s Annual Report on Form 10-K for the year ended December 31,
      1995, and incorporated herein by reference).

 4.5  Nonstatutory Stock Option Agreement between DataWorks Corporation and
      Norman Farquhar.

 4.6  Nonqualified Option Agreement between Platinum Software Corporation and
      Stuart W. Clifton. (Filed as an exhibit to Platinum Software Corporation's
      Form S-4 (No. 333-67577), and incorporated herein by reference).

 5.1  Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation.

23.1  Consent of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation
      (Included in Exhibit 5.1).

23.2  Consent of Ernst & Young LLP, Independent Auditors.

24.1  Power of Attorney (Included on the signature page to the Registration
      Statement see page II-5).

ITEM 9. UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");


                                      II-3

<PAGE>   5

                  (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;

                  (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 (a)(1)(i) and (a)(1)(ii) do not apply if this
registration statement if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement.

             (2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.


                                      II-4

<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 Irvine, State of California, on the 20th day of
January, 1999.


                                            PLATINUM SOFTWARE CORPORATION

                                            By: /s/ L. George Klaus
                                                --------------------------------
                                                L. George Klaus
                                                Chairman of the Board, Chief 
                                                Executive Officer and President


                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Platinum Software
Corporation, do hereby constitute and appoint L. George Klaus, our true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite are necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ L. George Klaus               Chairman of the Board, Chief                   January 20, 1999
------------------------------------   Executive Officer and President
         L. George Klaus               (Principal Executive Officer)


    /s/ Paul G. Mazzarella             Vice President and Corporate Controller        January 20, 1999
------------------------------------   (Principal Financial and Accounting Officer)
        Paul G. Mazzarella             


    /s/ W. Douglas Hajjar              Director                                       January 20, 1999
------------------------------------ 
        W. Douglas Hajjar


    /s/ Arthur J. Marks                Director                                       January 20, 1999
------------------------------------  
        Arthur J. Marks


    /s/  L. John Doerr                 Director                                       January 20, 1999
------------------------------------  
         L. John Doerr


    /s/ Donald R. Dixon                Director                                       January 20, 1999
------------------------------------
        Donald R. Dixon
</TABLE>


                                      II-5

<PAGE>   7

                                  EXHIBIT INDEX

EXHIBIT
NUMBER                         DOCUMENT DESCRIPTION
-------                        --------------------

  4.1     1995 Equity Incentive Plan (Filed as an exhibit to DataWorks
          Corporation's Form 10-K for the year ended December 31, 1997, and
          incorporated herein by reference).

  4.2     1995 Non-Employee Directors' Stock Option Plan (Filed as an exhibit to
          DataWorks Corporation's Form 10-K for the year ended December 31,
          1997, and incorporated herein by reference).

  4.3     Interactive 1997 Nonstatutory Stock Option Plan (Filed as an exhibit
          to Interactive Group, Inc.'s Registration Statement on Form S-8 (No.
          333-30259), and incorporated herein by reference).

  4.4     Interactive 1995 Stock Option Plan (Filed as an exhibit to Interactive
          Group, Inc.'s Annual Report on Form 10-K for the year ended December
          31, 1995, and incorporated herein by reference).

  4.5     Nonstatutory Stock Option Agreement between DataWorks Corporation and
          Norman Farquhar.

  4.6     Nonqualified Option Agreement between Platinum Software Corporation
          and Stuart W. Clifton. (Filed as an exhibit to Platinum Software
          Corporation's Form S-4 (No. 333- 67577), and incorporated herein by
          reference).

  5.1     Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
          Corporation.

 23.1     Consent of Wilson, Sonsini, Goodrich & Rosati, a Professional
          Corporation (Included in Exhibit 5.1).

 23.2     Consent of Ernst & Young LLP, Independent Auditors.

 24.1     Power of Attorney (Included on the signature page to the Registration
          Statement - see page II-5).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23613}]
{"company-data": {"conformed-name": "PLATINUM SOFTWARE CORP", "cik": "0000891178", "assigned-sic": "7372", "irs-number": "330277592", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70855", "film-number": "99508799"}, "business-address": {"street1": "195 TECHNOLOGY DR", "city": "IRVINE", "state": "CA", "zip": "92718-2402", "phone": "7144534000"}, "mail-address": {"street1": "195 TECHNOLOGY DR", "city": "IRVINE", "state": "CA", "zip": "92718-2402"}}
1

    As filed with the Securities and Exchange Commission on January 20, 1999
                                                 Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                          PLATINUM SOFTWARE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

           DELAWARE                                       33-0277592
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)

                              195 TECHNOLOGY DRIVE
                          IRVINE, CALIFORNIA 92618-2402
    (ADDRESS, INCLUDING ZIP CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                      DATAWORKS 1995 EQUITY INCENTIVE PLAN
            DATAWORKS 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                 INTERACTIVE 1997 NONSTATUTORY STOCK OPTION PLAN
                       INTERACTIVE 1995 STOCK OPTION PLAN
                      NONSTATUTORY STOCK OPTION AGREEMENTS
                       NONQUALIFIED STOCK OPTION AGREEMENT
                            (FULL TITLE OF THE PLAN)

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

                                 L. GEORGE KLAUS
                             CHIEF EXECUTIVE OFFICER
                          PLATINUM SOFTWARE CORPORATION
                              195 TECHNOLOGY DRIVE
                          IRVINE, CALIFORNIA 92618-2402
                                 (949) 453-4000
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    Copy to:
                              PERRY TARNOFSKY, ESQ.
                          PLATINUM SOFTWARE CORPORATION
                              195 TECHNOLOGY DRIVE
                              IRVINE, CA 92618-2402

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

                         CALCULATION OF REGISTRATION FEE
PROPOSED              PROPOSED
                                                                                MAXIMUM               MAXIMUM
                                                          AMOUNT                OFFERING             AGGREGATE           AMOUNT OF
                TITLE OF SECURITIES TO                     TO BE                  PRICE               OFFERING          REGISTRATION
                     BE REGISTERED                      REGISTERED(1)           PER SHARE              PRICE                 FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value                         1,343,156 shares          $11.4705(2)        $15,406,670.89         $4,284.00
     To be issued under the DataWorks
     1995 Equity Incentive Plan

Common Stock $0.001 par value                           115,130 shares          $23.9566(3)        $ 2,758,123.36         $  767.00
     To be issued under the DataWorks
     1995 Non-Employee Directors Stock
     Option Plan

Common Stock $0.001 par value                            65,227 shares          $ 8.2116(4)        $   535,618.03         $  149.00
     To be issued under the Interactive
     1997 Nonstatutory Stock Option
     Plan

Common Stock $0.001 par value                           156,838 shares          $ 8.9339(5)        $ 1,401,175.01         $  390.00
     To be issued under the Interactive
     1995 Stock Option Plan

Common Stock $0.001 par value                             3,359 shares          $ 6.5491(6)        $    21,998.43         $    7.00
     To be issued under Nonstatutory Stock
     Option Agreement between DataWorks 
     Corporation and Norman Farquhar

Common Stock $0.001 par value To be issued under        375,000 shares          $12.8130(7)        $ 4,804,875.00         $1,336.00
     Nonqualified Option Agreement between Platinum 
     Software Corporation and Stuart W. Clifton               

            Total                                     2,058,710 shares          __________         $24,928,460.72         $6,933.00
====================================================================================================================================
(1)  This Registration Statement covers an aggregate of 2,058,710 shares of
     Common Stock which may be issued pursuant to the DataWorks 1995 Equity
     Incentive Plan, the DataWorks 1995 Non-Employee Directors' Stock Option
     Plan, the Interactive 1997 Nonstatutory Stock Option Plan, the Interactive
     1995 Stock Option Plan, the Nonstatutory Stock Option Agreement between
     DataWorks Corporation and Norman Farquhar assumed in connection with the
     merger with DataWorks Corporation that occurred on December 31, 1998
     ("DataWorks Options"), and the Nonqualified Option Agreement between
     Platinum Software Corporation and Stuart W. Clifton executed in connection
     with the merger with DataWorks Corporation that occurred on December 31,
     1998.

(2)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of
     $11.4705.

(3)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of
     $23.9566.

(4)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of
     $8.2116.

(5)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of
     $8.9339.

(6)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the weighted average exercise price of
     $6.5491.

(7)  Computed in accordance with rule 457(h) under the Securities Act of 1933.
     Such computation is based on the closing price of one share of Platinum
     Software Corporation Common Stock as quoted on the Nasdaq National Market
     on December 31, 1998. Such price was $12.8130.
--------------------------------------------------------------------------------
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a) Registrant's Schedule 13D filed on October 23, 1998, as amended;

         (b) Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998;

         (c) Amendment to Registrant's Annual Report on Form 10-K/A for the
fiscal year ended June 30, 1998;

         (d) Registrant's Definitive Proxy Materials filed with the SEC on
September 25, 1998;

         (e) Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;

         (f) Registrant's Current Report on Form 8-K filed with the SEC on
November 3, 1998;

         (g) Registrant's Current Report on Form 8-K filed with the SEC on
August 5, 1998;

         (h) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed on October 15, 1992 pursuant to Section
12 of the Exchange Act.

         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 to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
the filing of such documents; except as to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions. For the purposes of this registration statement, any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded 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. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

                                      II-1
3

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award a corporation's Board of Directors the power to indemnify 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. The Registrant's Second Restated
Certificate of Incorporation, as amended, and the Registrant's Bylaws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by Delaware Law. In addition, the Registrant has
entered into Indemnification Agreements with its officers and directors.

         Pursuant to an Agreement and Plan of Reorganization among Registrant,
Zoo Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Registrant ("Merger Sub") and DataWorks Corporation ("DataWorks" or the
"Surviving Corporation"), a Delaware corporation (the "Reorganization
Agreement"), pursuant to which Merger Sub merged with and into DataWorks (the
"Merger") as a result of which DataWorks became a wholly-owned subsidiary of
Registrant from and after the Effective Time, (as defined in the Reorganization
Agreement), Registrant has agreed to cause the Surviving Corporation to fulfill
and honor in all respects the obligations of DataWorks pursuant to any
indemnification agreements between DataWorks and its directors and officers as
of the Effective Time (the "Indemnified Parties") and any indemnification
provisions under DataWorks' Certificate of Incorporation and DataWorks' Bylaws
as in effect on the date of the Reorganization Agreement. The Certificate of
Incorporation and Bylaws of the Surviving Corporation contain provisions with
respect to exculpation and indemnification that are at least as favorable to the
Indemnified Parties as those contained in the DataWorks Certificate and Bylaws
as in effect on the date of the Reorganization Agreement, which provisions will
not be amended, repealed or otherwise modified for a period of six years from
the Effective Time in any manner that would adversely affect the rights
thereunder of individuals who, immediately prior to the Effective Time, were
directors, officers, employees or agents of DataWorks, unless such modification
is required by law.

         Pursuant to the Reorganization Agreement, for a period of six years
after the Effective Time, Registrant has agreed to cause the Surviving
Corporation in the Merger to use its commercially reasonable efforts to maintain
in effect, if available, directors' and officers' liability insurance covering
those persons who are currently covered by DataWorks' directors and officers'
liability insurance policy on terms comparable to those applicable to the
current directors and officers of DataWorks; provided, however, that in no event
will Registrant or the Surviving Corporation be required to expend in excess of
150% of the annual premium currently paid by DataWorks for such coverage (or
such coverages as is available for such 150% of such annual premium).

                                      II-2
4

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

 4.1  1995 Equity Incentive Plan (Filed as an exhibit to DataWorks Corporation's
      Form 10-K for the year ended December 31, 1997, and incorporated herein by
      reference).

 4.2  1995 Non-Employee Directors' Stock Option Plan (Filed as an exhibit to
      DataWorks Corporation's Form 10-K for the year ended December 31, 1997,
      and incorporated herein by reference).

 4.3  Interactive 1997 Nonstatutory Stock Option Plan (Filed as an exhibit to
      Interactive Group, Inc.'s Registration Statement on Form S-8 (No.
      333-30259), and incorporated herein by reference).

 4.4  Interactive 1995 Stock Option Plan (Filed as an exhibit to Interactive
      Group, Inc.'s Annual Report on Form 10-K for the year ended December 31,
      1995, and incorporated herein by reference).

 4.5  Nonstatutory Stock Option Agreement between DataWorks Corporation and
      Norman Farquhar.

 4.6  Nonqualified Option Agreement between Platinum Software Corporation and
      Stuart W. Clifton. (Filed as an exhibit to Platinum Software Corporation's
      Form S-4 (No. 333-67577), and incorporated herein by reference).

 5.1  Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation.

23.1  Consent of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation
      (Included in Exhibit 5.1).

23.2  Consent of Ernst & Young LLP, Independent Auditors.

24.1  Power of Attorney (Included on the signature page to the Registration
      Statement see page II-5).

ITEM 9. UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");

                                      II-3
5

                  (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;

                  (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 (a)(1)(i) and (a)(1)(ii) do not apply if this
registration statement if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement.

             (2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                      II-4
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 Irvine, State of California, on the 20th day of
January, 1999.

                                            PLATINUM SOFTWARE CORPORATION

                                            By: /s/ L. George Klaus
                                                --------------------------------
                                                L. George Klaus
                                                Chairman of the Board, Chief 
                                                Executive Officer and President

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Platinum Software
Corporation, do hereby constitute and appoint L. George Klaus, our true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite are necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                TITLE                                     DATE
         ---------                                -----                                     ----
/s/ L. George Klaus               Chairman of the Board, Chief                   January 20, 1999
------------------------------------   Executive Officer and President
         L. George Klaus               (Principal Executive Officer)

    /s/ Paul G. Mazzarella             Vice President and Corporate Controller        January 20, 1999
------------------------------------   (Principal Financial and Accounting Officer)
        Paul G. Mazzarella             

    /s/ W. Douglas Hajjar              Director                                       January 20, 1999
------------------------------------ 
        W. Douglas Hajjar

    /s/ Arthur J. Marks                Director                                       January 20, 1999
------------------------------------  
        Arthur J. Marks

    /s/  L. John Doerr                 Director                                       January 20, 1999
------------------------------------  
         L. John Doerr

    /s/ Donald R. Dixon                Director                                       January 20, 1999
------------------------------------
        Donald R. Dixon
II-5
7

                                  EXHIBIT INDEX

EXHIBIT
NUMBER                         DOCUMENT DESCRIPTION
-------                        --------------------

  4.1     1995 Equity Incentive Plan (Filed as an exhibit to DataWorks
          Corporation's Form 10-K for the year ended December 31, 1997, and
          incorporated herein by reference).

  4.2     1995 Non-Employee Directors' Stock Option Plan (Filed as an exhibit to
          DataWorks Corporation's Form 10-K for the year ended December 31,
          1997, and incorporated herein by reference).

  4.3     Interactive 1997 Nonstatutory Stock Option Plan (Filed as an exhibit
          to Interactive Group, Inc.'s Registration Statement on Form S-8 (No.
          333-30259), and incorporated herein by reference).

  4.4     Interactive 1995 Stock Option Plan (Filed as an exhibit to Interactive
          Group, Inc.'s Annual Report on Form 10-K for the year ended December
          31, 1995, and incorporated herein by reference).

  4.5     Nonstatutory Stock Option Agreement between DataWorks Corporation and
          Norman Farquhar.

  4.6     Nonqualified Option Agreement between Platinum Software Corporation
          and Stuart W. Clifton. (Filed as an exhibit to Platinum Software
          Corporation's Form S-4 (No. 333- 67577), and incorporated herein by
          reference).

  5.1     Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
          Corporation.

 23.1     Consent of Wilson, Sonsini, Goodrich & Rosati, a Professional
          Corporation (Included in Exhibit 5.1).

 23.2     Consent of Ernst & Young LLP, Independent Auditors.

 24.1     Power of Attorney (Included on the signature page to the Registration
          Statement - see page II-5).