<PAGE>
 
As filed with the Securities and Exchange 
Commission on May 8, 1998                           Registration No. 333-_______
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                            TEMPLATE SOFTWARE, INC.
              (Exact name of issuer as specified in its charter)

<TABLE> 
<S>                                       <C>
             Virginia                                  52-1042793
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)
</TABLE>

                           45365 Vintage Park Plaza
                            Dulles, Virginia 20166
                   (Address of principal executive offices)

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

                            TEMPLATE SOFTWARE, INC.
                          1996 EQUITY INCENTIVE PLAN
                           (Full title of the plan)

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

                               E. Linwood Pearce
                            Chief Executive Officer
                           45365 Vintage Park Plaza
                            Dulles, Virginia 20166
                                (703) 318-1000
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                with a copy to:
                            Joseph W. Conroy, Esq.
                               Hunton & Williams
                         1751 Pinnacle Dr., Suite 1700
                            McLean, Virginia  22102
                                (703) 714-7400

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================
                                                       Proposed maximum          Proposed maximum
Title of securities                Amount to be         offering price               aggregate               Amount of
to be registered                    registered           per share(1)            offering price(1)       registration fee
-------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                  <C>                       <C>                       <C>
 
Common Stock, $.01                   1,500,000             $11.5625                $17,343,750                $5,980
par value.....................         shares
=========================================================================================================================
</TABLE>
(1)  Estimated solely for the purpose of computing the registration fee. This
     amount was calculated pursuant to Rule 457(c) on the basis of $11.5625 per
     share, which was the average of the high and low prices of the Registrant's
     Common Stock on April 30, 1998, as reported in The Wall Street Journal.

================================================================================
<PAGE>
 
                             EXPLANATION STATEMENT

     This Registration Statement on Form S-8 is being filed pursuant to General
Instruction E of Form S-8 to register additional shares ("Shares") of Template
Software, Inc. (the "Company") common stock, $.01 par value per share ("Common
Stock") under the Company's 1996 Equity Incentive Plan (the "Plan").  The
Company registered an aggregate of 1,000,000 Shares under the Plan pursuant to a
Registration Statement on Form S-8 filed by the Company on April 9, 1997 under
Registration Number 333-24873, the contents of which are incorporated herein by
reference.  An amendment to increase the number of Shares under the Plan by
1,500,000, from 1,000,000 to 2,500,000 Shares, was approved at the Company's
1998 Annual Meeting of the Shareholders held on April 28, 1998.  This
Registration Statement on Form S-8 is being filed to register the additional
1,500,000 Shares under the Plan which have not been registered to date.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     Not required to be filed with the Securities and Exchange Commission (the
"Commission").

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not required to be filed with the Commission.



                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, filed by the Company with the Commission are
incorporated herein by reference and made a part hereof:

           (i)   The Company's Annual Report on Form 10-K for the year ended
                 November 30, 1997 ;

           (ii)  The Company's quarterly report on Form 10-Q for the period
                 ending February 28, 1998;

           (iii) The description of the Company's Common Stock, $.01 par value
                 per share, contained in the Company's Registration Statement on
                 Form 8-A filed on January 3, 1997 (Registration No. 000-21921).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 the Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier 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.
<PAGE>
 
ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   As permitted by the Virginia Stock Corporation Act, Registrant's Articles of
Incorporation (the "Articles") eliminate all liability of Registrant's directors
and officers for monetary damages to Registrant of its shareholders except in
the event of willful misconduct or a knowing violation of the criminal law or
any federal or state securities law. The Articles also require indemnification
of any person against liability incurred in connection with any proceeding to
which that person is made a party by reason of (i) his or her service to the
Registrant as a director or officer or (ii) his or her service as a director,
officer, trustee or partner to some other enterprise at the request of
Registrant, except in the event of willful misconduct or a knowing violation of
the criminal law.

     The Registrant currently carries a director and officer liability insurance
policy with a per claim and aggregate coverage limit of at least $10 million.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:

<TABLE>
<CAPTION>
EXHIBIT NO.                                               DESCRIPTION
-----------   ----------------------------------------------------------------------------------------------
<S>           <C>
    4.1       Amended and Restated Articles of Incorporation (incorporated
              herein by reference to Exhibit 3.1 of the Registrant's
              Registration Statement on Form S-1, Reg. No. 333-17063).

    4.2       Bylaws (incorporated herein by reference to Exhibit 3.2 of the
              Registrant's Registration Statement on Form S-1, Reg. 
              No. 333-17063).

    4.3       Specimen Stock Certificate (incorporated herein by reference to
              Exhibit 4.4 of the Registrant's Registration Statement on 
              Form S-1, Reg. No. 333-17063).

    4.4       Template Software, Inc. 1996 Equity Incentive Plan (as amended).

      5       Opinion of counsel with respect to the securities being
              registered.

   23.1       Consent of counsel (included in Exhibit 5).

   23.2       Consent of Coopers & Lybrand L.L.P., independent accountants.

     24       Power of Attorney (see signature pages to this Registration
              Statement).
</TABLE>

                                       2
<PAGE>
 
ITEM 9.   UNDERTAKINGS.

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

                 (ii)  To reflect in the prospectus any facts or events arising
                       after the effective date of 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. Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high and of the estimated maximum
                       offering range may be reflected in the form of prospectus
                       filed with the Commission pursuant to Rule 424(b) if, in
                       the aggregate, the changes in volume and price represent
                       no more than 20 percent change in the maximum aggregate
                       offering price set forth in the "Calculation of
                       Registration Fee" table in the effective registration
                       statement;

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

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

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

     (b)   The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference 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 Company pursuant to the foregoing provisions or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       3
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 County of Loudon, Commonwealth of Virginia, on the 8th day of
May, 1998.

                                       TEMPLATE SOFTWARE, INC.

                                       By:    /s/  E. Linwood Pearce
                                          -------------------------------------
                                              E. Linwood Pearce
                                              Chief Executive
                                              Officer and Director


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints E. Linwood Pearce as his 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 (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing required or 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 each of said attorneys-in-
fact and agents, or their substitutes, could lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on May 8, 1998 by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
<S>                                 <C>
                                  
/s/ E. Linwood Pearce                 Chief Executive Officer and Director
----------------------------------
E. Linwood Pearce                 
                                  
/s/ Joseph M. Fox                     Chairman of the Board
----------------------------------
Joseph M. Fox                     

/s/ Andrew B. Ferrentino              President, Secretary and Director 
----------------------------------
Andrew B. Ferrentino              

/s/ Kimberly E. Osgood                Chief Financial Officer
----------------------------------
Kimberly E. Osgood                

/s/ Duane A. Adams                    Director
----------------------------------
Dr. Duane A. Adams                

/s/ Alan B. Salisbury.                Director
----------------------------------
Dr. Alan B. Salisbury             

/s/ Gerhard Barth                     Director
----------------------------------
Dr. Gerhard Barth
</TABLE>

                                       4
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

                                        

<TABLE>
<CAPTION>
EXHIBIT NO.                               DESCRIPTION
-----------    -----------------------------------------------------------------
<C>            <S>
    4.1        Amended and Restated Articles of Incorporation (incorporated
               herein by reference to Exhibit 3.1 of the Registrant's
               Registration Statement on Form S-1, Reg. No. 333-17063).

    4.2        Bylaws (incorporated herein by reference to Exhibit 3.2 of the
               Registrant's Registration Statement on Form S-1, Reg. 
               No. 333-17063).

    4.3        Specimen Stock Certificate (incorporated herein by reference to
               Exhibit 4.4 of the Registrant's Registration Statement on 
               Form S-1, Reg. No. 333-17063).

    4.4        Template Software, Inc. 1996 Equity Incentive Plan (as amended).

      5        Opinion of counsel with respect to the securities being
               registered.

   23.1        Consent of counsel (included in Exhibit 5).

   23.2        Consent of Coopers & Lybrand L.L.P., independent accountants.

     24        Power of Attorney (see signature pages to this Registration
               Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18158}]
{"company-data": {"conformed-name": "TEMPLATE SOFTWARE INC", "cik": "0001024752", "assigned-sic": "7373", "irs-number": "521042793", "state-of-incorporation": "VA", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52241", "film-number": "98614134"}, "business-address": {"street1": "45365 VINTAGE PARK PLAZA", "city": "DULLES", "state": "VA", "zip": "20166", "phone": "7033181000"}, "mail-address": {"street1": "45365 VINTAGE PARK PLAZA", "street2": "SUITE 100", "city": "DULLES", "state": "VA", "zip": "20166"}}
As filed with the Securities and Exchange 
Commission on May 8, 1998                           Registration No. 333-_______
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                            TEMPLATE SOFTWARE, INC.
              (Exact name of issuer as specified in its charter)
Virginia                                  52-1042793
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)
45365 Vintage Park Plaza
                            Dulles, Virginia 20166
                   (Address of principal executive offices)

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

                            TEMPLATE SOFTWARE, INC.
                          1996 EQUITY INCENTIVE PLAN
                           (Full title of the plan)

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

                               E. Linwood Pearce
                            Chief Executive Officer
                           45365 Vintage Park Plaza
                            Dulles, Virginia 20166
                                (703) 318-1000
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                with a copy to:
                            Joseph W. Conroy, Esq.
                               Hunton & Williams
                         1751 Pinnacle Dr., Suite 1700
                            McLean, Virginia  22102
                                (703) 714-7400

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

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                       Proposed maximum          Proposed maximum
Title of securities                Amount to be         offering price               aggregate               Amount of
to be registered                    registered           per share(1)            offering price(1)       registration fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01                   1,500,000             $11.5625                $17,343,750                $5,980
par value.....................         shares
=========================================================================================================================
(1)  Estimated solely for the purpose of computing the registration fee. This
     amount was calculated pursuant to Rule 457(c) on the basis of $11.5625 per
     share, which was the average of the high and low prices of the Registrant's
     Common Stock on April 30, 1998, as reported in The Wall Street Journal.

================================================================================
EXPLANATION STATEMENT

     This Registration Statement on Form S-8 is being filed pursuant to General
Instruction E of Form S-8 to register additional shares ("Shares") of Template
Software, Inc. (the "Company") common stock, $.01 par value per share ("Common
Stock") under the Company's 1996 Equity Incentive Plan (the "Plan").  The
Company registered an aggregate of 1,000,000 Shares under the Plan pursuant to a
Registration Statement on Form S-8 filed by the Company on April 9, 1997 under
Registration Number 333-24873, the contents of which are incorporated herein by
reference.  An amendment to increase the number of Shares under the Plan by
1,500,000, from 1,000,000 to 2,500,000 Shares, was approved at the Company's
1998 Annual Meeting of the Shareholders held on April 28, 1998.  This
Registration Statement on Form S-8 is being filed to register the additional
1,500,000 Shares under the Plan which have not been registered to date.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     Not required to be filed with the Securities and Exchange Commission (the
"Commission").

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not required to be filed with the Commission.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, filed by the Company with the Commission are
incorporated herein by reference and made a part hereof:

           (i)   The Company's Annual Report on Form 10-K for the year ended
                 November 30, 1997 ;

           (ii)  The Company's quarterly report on Form 10-Q for the period
                 ending February 28, 1998;

           (iii) The description of the Company's Common Stock, $.01 par value
                 per share, contained in the Company's Registration Statement on
                 Form 8-A filed on January 3, 1997 (Registration No. 000-21921).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 the Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier 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.
ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   As permitted by the Virginia Stock Corporation Act, Registrant's Articles of
Incorporation (the "Articles") eliminate all liability of Registrant's directors
and officers for monetary damages to Registrant of its shareholders except in
the event of willful misconduct or a knowing violation of the criminal law or
any federal or state securities law. The Articles also require indemnification
of any person against liability incurred in connection with any proceeding to
which that person is made a party by reason of (i) his or her service to the
Registrant as a director or officer or (ii) his or her service as a director,
officer, trustee or partner to some other enterprise at the request of
Registrant, except in the event of willful misconduct or a knowing violation of
the criminal law.

     The Registrant currently carries a director and officer liability insurance
policy with a per claim and aggregate coverage limit of at least $10 million.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
EXHIBIT NO.                                               DESCRIPTION
-----------   ----------------------------------------------------------------------------------------------
4.1       Amended and Restated Articles of Incorporation (incorporated
              herein by reference to Exhibit 3.1 of the Registrant's
              Registration Statement on Form S-1, Reg. No. 333-17063).

    4.2       Bylaws (incorporated herein by reference to Exhibit 3.2 of the
              Registrant's Registration Statement on Form S-1, Reg. 
              No. 333-17063).

    4.3       Specimen Stock Certificate (incorporated herein by reference to
              Exhibit 4.4 of the Registrant's Registration Statement on 
              Form S-1, Reg. No. 333-17063).

    4.4       Template Software, Inc. 1996 Equity Incentive Plan (as amended).

      5       Opinion of counsel with respect to the securities being
              registered.

   23.1       Consent of counsel (included in Exhibit 5).

   23.2       Consent of Coopers & Lybrand L.L.P., independent accountants.

     24       Power of Attorney (see signature pages to this Registration
              Statement).
2
ITEM 9.   UNDERTAKINGS.

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

                 (ii)  To reflect in the prospectus any facts or events arising
                       after the effective date of 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. Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high and of the estimated maximum
                       offering range may be reflected in the form of prospectus
                       filed with the Commission pursuant to Rule 424(b) if, in
                       the aggregate, the changes in volume and price represent
                       no more than 20 percent change in the maximum aggregate
                       offering price set forth in the "Calculation of
                       Registration Fee" table in the effective registration
                       statement;

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

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

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

     (b)   The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference 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 Company pursuant to the foregoing provisions or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       3
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 County of Loudon, Commonwealth of Virginia, on the 8th day of
May, 1998.

                                       TEMPLATE SOFTWARE, INC.

                                       By:    /s/  E. Linwood Pearce
                                          -------------------------------------
                                              E. Linwood Pearce
                                              Chief Executive
                                              Officer and Director

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints E. Linwood Pearce as his 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 (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing required or 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 each of said attorneys-in-
fact and agents, or their substitutes, could lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on May 8, 1998 by the following persons in the
capacities indicated.
/s/ E. Linwood Pearce                 Chief Executive Officer and Director
----------------------------------
E. Linwood Pearce                 
                                  
/s/ Joseph M. Fox                     Chairman of the Board
----------------------------------
Joseph M. Fox                     

/s/ Andrew B. Ferrentino              President, Secretary and Director 
----------------------------------
Andrew B. Ferrentino              

/s/ Kimberly E. Osgood                Chief Financial Officer
----------------------------------
Kimberly E. Osgood                

/s/ Duane A. Adams                    Director
----------------------------------
Dr. Duane A. Adams                

/s/ Alan B. Salisbury.                Director
----------------------------------
Dr. Alan B. Salisbury             

/s/ Gerhard Barth                     Director
----------------------------------
Dr. Gerhard Barth
4
EXHIBIT INDEX
                                 -------------
EXHIBIT NO.                               DESCRIPTION
-----------    -----------------------------------------------------------------
4.1        Amended and Restated Articles of Incorporation (incorporated
               herein by reference to Exhibit 3.1 of the Registrant's
               Registration Statement on Form S-1, Reg. No. 333-17063).

    4.2        Bylaws (incorporated herein by reference to Exhibit 3.2 of the
               Registrant's Registration Statement on Form S-1, Reg. 
               No. 333-17063).

    4.3        Specimen Stock Certificate (incorporated herein by reference to
               Exhibit 4.4 of the Registrant's Registration Statement on 
               Form S-1, Reg. No. 333-17063).

    4.4        Template Software, Inc. 1996 Equity Incentive Plan (as amended).

      5        Opinion of counsel with respect to the securities being
               registered.

   23.1        Consent of counsel (included in Exhibit 5).

   23.2        Consent of Coopers & Lybrand L.L.P., independent accountants.

     24        Power of Attorney (see signature pages to this Registration
               Statement).