<PAGE>

          As filed with the Securities and Exchange Commission on April 20, 2001
                                             Registration No. 333-______________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              LIBERATE TECHNOLOGIES
             (Exact name of registrant as specified in its charter)

           DELAWARE                                              94-3245315
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)

                                2 CIRCLE STAR WAY
                              SAN CARLOS, CA 94070
               (Address of principal executive offices) (Zip Code)

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

                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                              MITCHELL E. KERTZMAN
                              LIBERATE TECHNOLOGIES
                                2 CIRCLE STAR WAY
                              SAN CARLOS, CA 94070
                     (Name and address of agent for service)
                                 (650) 701-4000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
                                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
                                             AMOUNT TO BE     OFFERING PRICE        AGGREGATE        REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED      REGISTERED(1)      PER SHARE(2)     OFFERING PRICE(2)         FEE
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>                <C>                  <C>
1999 EQUITY INCENTIVE PLAN

Options to Purchase Common Stock              4,546,386            N/A                 N/A                N/A
Common Stock, $0.01 par value              4,546,386 shares       $9.10            $41,372,113          $10,343

1999 EMPLOYEE STOCK PURCHASE PLAN

Options to Purchase Common Stock              1,666,666            N/A                 N/A                N/A
Common Stock, $0.01 par value              1,666,666 shares       $9.10            $15,166,661          $ 3,792

===================================================================================================================
</TABLE>

(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1999 Equity Incentive Plan
        and 1999 Employee Stock Purchase Plan by reason of any stock dividend,
        stock split, recapitalization or other similar transaction effected
        without the receipt of consideration which results in an increase in
        the number of the outstanding shares of Common Stock of Liberate
        Technologies.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of
        the Securities Act of 1933, as amended, on the basis of the average of
        the high and low prices per share of Common Stock of Liberate
        Technologies as reported on the Nasdaq National Market on April 17,
        2001.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Liberate Technologies ("Liberate" or the "Company") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended May 31, 2000;

         (b)      (1)      The Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended February 28, 2001;

                  (2)      The Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended November 30, 2000;

                  (3)      The Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended August 31, 2000; and

         (c)      The Company's Registration Statement No. 000-26565 on Form 8-A
                  filed with the SEC on July 1, 1999, together with all
                  amendments thereto, pursuant to Section 12 of the Securities
                  Exchange Act of 1934, as amended (the "1934 Act") in which
                  there is described the terms, rights and provisions applicable
                  to the Company's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article VI,
Section 6.1, of the Company's Bylaws provides for mandatory indemnification of
its directors and officers and permissible indemnification of employees and
other agents to the maximum extent permitted by the Delaware General Corporation
Law. The Company's Fifth Amended and Restated Certificate of Incorporation
provides that, pursuant to Delaware law, its directors shall not be liable for
monetary damages for breach of the directors' fiduciary duty as directors to the
Company and its stockholders. This provision in the Fifth Amended and Restated
Certificate of Incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Company for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The


                                      II-1

<PAGE>

provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
The Company has entered into Indemnification Agreements with its officers and
directors. The Indemnification Agreements provide the Company's officers and
directors with further indemnification to the maximum extent permitted by the
Delaware General Corporation Law. The Company maintains liability insurance for
its directors and officers.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS

<TABLE>
<CAPTION>
   Exhibit Number   Exhibit
   --------------   -------
   <S>              <C>
         4          Instrument Defining Rights of Stockholders. Reference is
                    made to the Company's Registration Statement No. 000-26565
                    on Form 8-A, together with all amendments thereto, which is
                    incorporated herein by reference pursuant to Item 3(c) of
                    this Registration Statement.
         5          Opinion and consent of Liberate Technologies General
                    Counsel.
        23.1        Consent of Arthur Andersen LLP, Independent Public
                    Accountants.
        23.2        Consent of Liberate Technologies General Counsel is
                    contained in Exhibit 5.
         24         Power of Attorney. Reference is made to page II-3 of this
                    Registration Statement.
</TABLE>

Item 9.  UNDERTAKINGS

         A. The undersigned Company 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 1933 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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in this Registration Statement;
(2) that for the purpose of determining any liability under the 1933 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 and
(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
Company's 1999 Equity Incentive Plan and 1999 Employee Stock Purchase Plan.

         B. The undersigned Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this 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 1933
Act may be permitted to directors, officers or controlling persons of the
Company pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Company has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-2

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Carlos, State of California on the 20th day
of April, 2001.

                                   LIBERATE TECHNOLOGIES


                                   By:      /s/ MITCHELL E. KERTZMAN
                                            ------------------------------------
                                            Mitchell E. Kertzman
                                            Chief Executive Officer and Director



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Liberate Technologies, a
Delaware corporation, do hereby constitute and appoint Mitchell E. Kertzman and
Nancy J. Hilker, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the 20th day of April, 2001.

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


/s/ MITCHELL E. KERTZMAN       Chief Executive Officer and Director
------------------------------ (Principal Executive Officer)
Mitchell E. Kertzman


/s/ NANCY J. HILKER            Senior Vice President and Chief Financial Officer
------------------------------ (Principal Financial and Accounting Officer)
Nancy J. Hilker


                                      II-3

<PAGE>

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


/s/ DAVID J. ROUX                 Chairman of the Board
------------------------------
David J. Roux


/s/ CHARLES N. CORFIELD           Director
------------------------------
Charles N. Corfield


/s/ DR. DAVID C. NAGEL            Director
------------------------------
Dr. David C. Nagel


/s/ CHRIS BOWICK                  Director
------------------------------
Chris Bowick


/s/ DANA EVAN                     Director
------------------------------
Dana Evan


                                      II-4

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
   Exhibit Number   Exhibit
   --------------   -------
   <S>              <C>
         4          Instrument Defining Rights of Stockholders. Reference is
                    made to the Company's Registration Statement No. 000-26565
                    on Form 8-A, together with all amendments thereto, which is
                    incorporated herein by reference pursuant to Item 3(c) of
                    this Registration Statement.
         5          Opinion and consent of Liberate Technologies General
                    Counsel.
        23.1        Consent of Arthur Andersen LLP, Independent Public
                    Accountants.
        23.2        Consent of Liberate Technologies General Counsel is
                    contained in Exhibit 5.
         24         Power of Attorney. Reference is made to page II-3 of this
                    Registration Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2046061zs-8.txt", "description": "S-8", "secsgml_size_bytes": 17435}]
{"company-data": {"conformed-name": "LIBERATE TECHNOLOGIES", "cik": "0001085776", "assigned-sic": "7372", "irs-number": "943245315", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59282", "film-number": "1607565"}, "business-address": {"street1": "2 CIRCLE STAR WAY", "street2": "C/O NETWORK COMPUTER INC", "city": "SAN CARLOS", "state": "CA", "zip": "94070-6200", "phone": "6507014000"}, "mail-address": {"street1": "GUNDERSON DETTMER STOUGH VILLENEUVE", "street2": "155 CONSTITUTION DRIVE", "city": "MENLO PARK", "state": "CA", "zip": "94065"}}
As filed with the Securities and Exchange Commission on April 20, 2001
                                             Registration No. 333-______________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              LIBERATE TECHNOLOGIES
             (Exact name of registrant as specified in its charter)

           DELAWARE                                              94-3245315
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)

                                2 CIRCLE STAR WAY
                              SAN CARLOS, CA 94070
               (Address of principal executive offices) (Zip Code)

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

                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                              MITCHELL E. KERTZMAN
                              LIBERATE TECHNOLOGIES
                                2 CIRCLE STAR WAY
                              SAN CARLOS, CA 94070
                     (Name and address of agent for service)
                                 (650) 701-4000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
                                             AMOUNT TO BE     OFFERING PRICE        AGGREGATE        REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED      REGISTERED(1)      PER SHARE(2)     OFFERING PRICE(2)         FEE
-------------------------------------------------------------------------------------------------------------------
1999 EQUITY INCENTIVE PLAN

Options to Purchase Common Stock              4,546,386            N/A                 N/A                N/A
Common Stock, $0.01 par value              4,546,386 shares       $9.10            $41,372,113          $10,343

1999 EMPLOYEE STOCK PURCHASE PLAN

Options to Purchase Common Stock              1,666,666            N/A                 N/A                N/A
Common Stock, $0.01 par value              1,666,666 shares       $9.10            $15,166,661          $ 3,792

===================================================================================================================
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1999 Equity Incentive Plan
        and 1999 Employee Stock Purchase Plan by reason of any stock dividend,
        stock split, recapitalization or other similar transaction effected
        without the receipt of consideration which results in an increase in
        the number of the outstanding shares of Common Stock of Liberate
        Technologies.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of
        the Securities Act of 1933, as amended, on the basis of the average of
        the high and low prices per share of Common Stock of Liberate
        Technologies as reported on the Nasdaq National Market on April 17,
        2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Liberate Technologies ("Liberate" or the "Company") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended May 31, 2000;

         (b)      (1)      The Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended February 28, 2001;

                  (2)      The Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended November 30, 2000;

                  (3)      The Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended August 31, 2000; and

         (c)      The Company's Registration Statement No. 000-26565 on Form 8-A
                  filed with the SEC on July 1, 1999, together with all
                  amendments thereto, pursuant to Section 12 of the Securities
                  Exchange Act of 1934, as amended (the "1934 Act") in which
                  there is described the terms, rights and provisions applicable
                  to the Company's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article VI,
Section 6.1, of the Company's Bylaws provides for mandatory indemnification of
its directors and officers and permissible indemnification of employees and
other agents to the maximum extent permitted by the Delaware General Corporation
Law. The Company's Fifth Amended and Restated Certificate of Incorporation
provides that, pursuant to Delaware law, its directors shall not be liable for
monetary damages for breach of the directors' fiduciary duty as directors to the
Company and its stockholders. This provision in the Fifth Amended and Restated
Certificate of Incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Company for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The

                                      II-1
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
The Company has entered into Indemnification Agreements with its officers and
directors. The Indemnification Agreements provide the Company's officers and
directors with further indemnification to the maximum extent permitted by the
Delaware General Corporation Law. The Company maintains liability insurance for
its directors and officers.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS
Exhibit Number   Exhibit
   --------------   -------
4          Instrument Defining Rights of Stockholders. Reference is
                    made to the Company's Registration Statement No. 000-26565
                    on Form 8-A, together with all amendments thereto, which is
                    incorporated herein by reference pursuant to Item 3(c) of
                    this Registration Statement.
         5          Opinion and consent of Liberate Technologies General
                    Counsel.
        23.1        Consent of Arthur Andersen LLP, Independent Public
                    Accountants.
        23.2        Consent of Liberate Technologies General Counsel is
                    contained in Exhibit 5.
         24         Power of Attorney. Reference is made to page II-3 of this
                    Registration Statement.
Item 9.  UNDERTAKINGS

         A. The undersigned Company 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 1933 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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in this Registration Statement;
(2) that for the purpose of determining any liability under the 1933 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 and
(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
Company's 1999 Equity Incentive Plan and 1999 Employee Stock Purchase Plan.

         B. The undersigned Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this 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 1933
Act may be permitted to directors, officers or controlling persons of the
Company pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Company has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-2
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Carlos, State of California on the 20th day
of April, 2001.

                                   LIBERATE TECHNOLOGIES

                                   By:      /s/ MITCHELL E. KERTZMAN
                                            ------------------------------------
                                            Mitchell E. Kertzman
                                            Chief Executive Officer and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Liberate Technologies, a
Delaware corporation, do hereby constitute and appoint Mitchell E. Kertzman and
Nancy J. Hilker, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the 20th day of April, 2001.

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

/s/ MITCHELL E. KERTZMAN       Chief Executive Officer and Director
------------------------------ (Principal Executive Officer)
Mitchell E. Kertzman

/s/ NANCY J. HILKER            Senior Vice President and Chief Financial Officer
------------------------------ (Principal Financial and Accounting Officer)
Nancy J. Hilker

                                      II-3
Signature                             Title
---------                             -----

/s/ DAVID J. ROUX                 Chairman of the Board
------------------------------
David J. Roux

/s/ CHARLES N. CORFIELD           Director
------------------------------
Charles N. Corfield

/s/ DR. DAVID C. NAGEL            Director
------------------------------
Dr. David C. Nagel

/s/ CHRIS BOWICK                  Director
------------------------------
Chris Bowick

/s/ DANA EVAN                     Director
------------------------------
Dana Evan

                                      II-4
EXHIBIT INDEX
Exhibit Number   Exhibit
   --------------   -------
4          Instrument Defining Rights of Stockholders. Reference is
                    made to the Company's Registration Statement No. 000-26565
                    on Form 8-A, together with all amendments thereto, which is
                    incorporated herein by reference pursuant to Item 3(c) of
                    this Registration Statement.
         5          Opinion and consent of Liberate Technologies General
                    Counsel.
        23.1        Consent of Arthur Andersen LLP, Independent Public
                    Accountants.
        23.2        Consent of Liberate Technologies General Counsel is
                    contained in Exhibit 5.
         24         Power of Attorney. Reference is made to page II-3 of this
                    Registration Statement.