As filed with the Securities and Exchange Commission on July 23, 2001.

                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               ROSS SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                        7372
 (STATE OR OTHER JURISDICTION OF                (PRIMARY STANDARD INDUSTRIAL
  INCORPORATION OR ORGANIZATION)                 CLASSIFICATION CODE NUMBER)

                                   94-2170198
                     (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                              TWO CONCOURSE PARKWAY
                                    SUITE 800
                                ATLANTA, GA 30328
                                 (770) 351-9600
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
        INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                        1991 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                              JAMES PATRICK TINLEY
                            CHAIRMAN OF THE BOARD AND
                             CHIEF EXECUTIVE OFFICER
                               ROSS SYSTEMS, INC.
                              TWO CONCOURSE PARKWAY
                                    SUITE 800
                                ATLANTA, GA 30328
                                 (770) 351-9600
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
         INCLUDING AREA CODE AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    COPY TO:
                             WILLIAM K. GRAVES, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
<PAGE>

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
----------------------------------------------- -------------- ------------------- -------------------- -----------------
                                                                PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                                AMOUNT TO BE     OFFERING PRICE    AGGREGATE OFFERING      AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED             REGISTERED        PER SHARE              PRICE         REGISTRATION FEE
----------------------------------------------- -------------- ------------------- -------------------- -----------------
<S>                                             <C>             <C>                 <C>                 <C>
1991 Employee Stock Purchase Plan Common
Stock, $0.001 par value                          15,000 (1)        $3.188 (2)            $47,820             $11.96
----------------------------------------------- -------------- ------------------- -------------------- -----------------
TOTAL REGISTRATION FEES                                                                                      $11.96
----------------------------------------------- -------------- ------------------- -------------------- -----------------
</TABLE>
================================================================================

(1)  The shares covered by this Registration Statement represent shares of
     Common Stock which have become available for issuance under the
     Registrant's 1991 Employee Stock Purchase Plan as a result of an amendment
     approved by the shareholders at the Registrant's Annual Meeting held on
     November 18, 1998 increasing the number of shares authorized for issuance
     thereunder by 150,000. On April 27, 2001 the Registrant executed a 1 for 10
     reverse stock split. Consequently, the number of shares authorized for
     issuance on a post-split basis is 15,000.

(2)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose of calculating the registration fee. The computation is based upon
     85% (see explanation in the following sentence) of the average of the high
     and low price of Registrant's Common Stock as reported on the Nasdaq
     National Market System on July 19, 2001 because the price at which the
     options to be granted in the future may be exercised is not currently
     determinable. Pursuant to the 1991 Employee Stock Purchase Plan, the
     Purchase Price of a share of Common Stock shall mean an amount equal to 85%
     of the Fair Market Value of a share of Common Stock on the Enrollment Date
     or the Exercise Date, whichever is lower.


<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          ---------------------------------------

     Statement Under General Instruction E - Registration of Additional
Securities.

     Pursuant to General Instruction E of Form S-8, there are hereby
incorporated by reference into this Registration Statement the Registration
Statements on Form S-8 previously filed by the Registrant with the Securities
and Exchange Commission ("SEC"), SEC File Nos. 333-39348, 333-71005 and
333-36745, filed in connection with the 1991 Employee Stock Purchase Plan. This
Registration Statement registers additional shares of the Registrant's Common
Stock to be issued pursuant to the 1991 Employee Stock Purchase Plan, and the
following subsequent periodic reports and information contained therein are
hereby incorporated by reference into this Registration Statement:

     (a)  The description of the Registrant's Common Stock contained in the
          Registration Statement on Form 8-A filed pursuant to Section 12 of the
          Exchange Act on March 22, 1991.

     (b)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          June 30, 2000.

     (c)  The Registrant's quarterly report on Form 10-Q for the quarter ended
          March 31, 2001.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act") on or after the date of this Registration Statement 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 part hereof from the date of filing of such documents.

Item 8.   EXHIBITS.

     The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement. (See
Index below).

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Ross Systems, Inc., 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 Atlanta, State of
Georgia, on July 20, 2001.

                                         ROSS SYSTEMS, INC.

                                         By: /s/ J. Patrick Tinley
                                             -------------------------
                                             J. Patrick Tinley,
                                             Chairman of the Board and
                                             Chief Executive Officer


<PAGE>


                               ROSS SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

EXHIBIT NO.                       DESCRIPTION
-----------                       -----------

    5.1           Opinion of counsel as to legality of securities
                  being registered.

   23.1           Consent of Arthur Andersen LLP, Independent
                  Public Accountants.

   23.2           Consent of counsel (contained in Exhibit 5.1).

   24.1           Power of Attorney (included in Registration
                  Statement on page 6).
[{"type": "S-8", "sequence": "1", "filename": "s8form39989_7-23.txt", "secsgml_size_bytes": 8796}]
{"company-data": {"conformed-name": "ROSS SYSTEMS INC/CA", "cik": "0000873594", "assigned-sic": "7372", "irs-number": "942170198", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65660", "film-number": "1686390"}, "business-address": {"street1": "2 CONCOURSE PARKWAY", "street2": "SUITE 800", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "7703519600"}, "mail-address": {"street1": "2 CONCOURSE PARKWAY", "street2": "SUITE 800", "city": "ATLANTA", "state": "GA", "zip": "30328"}}
As filed with the Securities and Exchange Commission on July 23, 2001.

                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               ROSS SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                        7372
 (STATE OR OTHER JURISDICTION OF                (PRIMARY STANDARD INDUSTRIAL
  INCORPORATION OR ORGANIZATION)                 CLASSIFICATION CODE NUMBER)

                                   94-2170198
                     (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                              TWO CONCOURSE PARKWAY
                                    SUITE 800
                                ATLANTA, GA 30328
                                 (770) 351-9600
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
        INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                        1991 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                              JAMES PATRICK TINLEY
                            CHAIRMAN OF THE BOARD AND
                             CHIEF EXECUTIVE OFFICER
                               ROSS SYSTEMS, INC.
                              TWO CONCOURSE PARKWAY
                                    SUITE 800
                                ATLANTA, GA 30328
                                 (770) 351-9600
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
         INCLUDING AREA CODE AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    COPY TO:
                             WILLIAM K. GRAVES, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
CALCULATION OF REGISTRATION FEE
================================================================================
----------------------------------------------- -------------- ------------------- -------------------- -----------------
                                                                PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                                AMOUNT TO BE     OFFERING PRICE    AGGREGATE OFFERING      AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED             REGISTERED        PER SHARE              PRICE         REGISTRATION FEE
----------------------------------------------- -------------- ------------------- -------------------- -----------------
1991 Employee Stock Purchase Plan Common
Stock, $0.001 par value                          15,000 (1)        $3.188 (2)            $47,820             $11.96
----------------------------------------------- -------------- ------------------- -------------------- -----------------
TOTAL REGISTRATION FEES                                                                                      $11.96
----------------------------------------------- -------------- ------------------- -------------------- -----------------
================================================================================

(1)  The shares covered by this Registration Statement represent shares of
     Common Stock which have become available for issuance under the
     Registrant's 1991 Employee Stock Purchase Plan as a result of an amendment
     approved by the shareholders at the Registrant's Annual Meeting held on
     November 18, 1998 increasing the number of shares authorized for issuance
     thereunder by 150,000. On April 27, 2001 the Registrant executed a 1 for 10
     reverse stock split. Consequently, the number of shares authorized for
     issuance on a post-split basis is 15,000.

(2)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose of calculating the registration fee. The computation is based upon
     85% (see explanation in the following sentence) of the average of the high
     and low price of Registrant's Common Stock as reported on the Nasdaq
     National Market System on July 19, 2001 because the price at which the
     options to be granted in the future may be exercised is not currently
     determinable. Pursuant to the 1991 Employee Stock Purchase Plan, the
     Purchase Price of a share of Common Stock shall mean an amount equal to 85%
     of the Fair Market Value of a share of Common Stock on the Enrollment Date
     or the Exercise Date, whichever is lower.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          ---------------------------------------

     Statement Under General Instruction E - Registration of Additional
Securities.

     Pursuant to General Instruction E of Form S-8, there are hereby
incorporated by reference into this Registration Statement the Registration
Statements on Form S-8 previously filed by the Registrant with the Securities
and Exchange Commission ("SEC"), SEC File Nos. 333-39348, 333-71005 and
333-36745, filed in connection with the 1991 Employee Stock Purchase Plan. This
Registration Statement registers additional shares of the Registrant's Common
Stock to be issued pursuant to the 1991 Employee Stock Purchase Plan, and the
following subsequent periodic reports and information contained therein are
hereby incorporated by reference into this Registration Statement:

     (a)  The description of the Registrant's Common Stock contained in the
          Registration Statement on Form 8-A filed pursuant to Section 12 of the
          Exchange Act on March 22, 1991.

     (b)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          June 30, 2000.

     (c)  The Registrant's quarterly report on Form 10-Q for the quarter ended
          March 31, 2001.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act") on or after the date of this Registration Statement 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 part hereof from the date of filing of such documents.

Item 8.   EXHIBITS.

     The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement. (See
Index below).
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Ross Systems, Inc., 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 Atlanta, State of
Georgia, on July 20, 2001.

                                         ROSS SYSTEMS, INC.

                                         By: /s/ J. Patrick Tinley
                                             -------------------------
                                             J. Patrick Tinley,
                                             Chairman of the Board and
                                             Chief Executive Officer
ROSS SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

EXHIBIT NO.                       DESCRIPTION
-----------                       -----------

    5.1           Opinion of counsel as to legality of securities
                  being registered.

   23.1           Consent of Arthur Andersen LLP, Independent
                  Public Accountants.

   23.2           Consent of counsel (contained in Exhibit 5.1).

   24.1           Power of Attorney (included in Registration
                  Statement on page 6).