<PAGE>

      As filed with the Securities and Exchange Commission on February 21, 1997
                                               Registration No. 333-_____      
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                        
                                 ------------
        
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                                        
                                 ------------
                   
                                DELTAPOINT, INC.
             (Exact Name of Registrant as Specified in its charter)
<TABLE>
<CAPTION>
<C>         <S>         <S>
             CALIFORNIA                             7372                     77-0216760
   (State or Other Jurisdiction of      (Primary Standard Industrial      (I.R.S. Employer
    Incorporation or Organization)       Classification Code Number)    Identification Number)
</TABLE>
                             22 LOWER RAGSDALE DRIVE
                           MONTEREY, CALIFORNIA 93940

               (Address of principal executive offices) (Zip Code)
                               
                                  ------------

                                DELTAPOINT, INC.
                      1992 NON-STATUTORY STOCK OPTION PLAN
                            (Full title of the Plan)
                                         
                                  ------------

                                 JOHN J. AMBROSE
                             CHIEF EXECUTIVE OFFICER
                                DELTAPOINT, INC.
                             22 LOWER RAGSDALE DRIVE
                              MONTEREY, CALIFORNIA
                     (Name and address of agent for service)
                                 (408) 648-4000
        (Telephone number, including area code, of agent for service)
                                         
                                  ------------

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

Options                            28,301             N/A              N/A                 N/A
-------------------------------------------------------------------------------
Common Stock (par value $.01)      28,301            $5.75          $162,730.75           $100
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1992 Non-Statutory Stock
     Option 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 DeltaPoint, Inc.

(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 DeltaPoint, Inc. on 
     February 18, 1997.


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

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          DeltaPoint, Inc. (the "Registrant") hereby incorporates by reference
          into this Registration Statement the following documents previously
          filed with the Securities and Exchange Commission (the "SEC"):

          (a)  (i)  The Registrant's report on Form 10-K for the fiscal year
                    ended December 31, 1995; 

               (ii) The Registrant's report on Form 10-Q for the fiscal 
                    quarters ended March 31, 1996, June 30, 1996 and 
                    September 30, 1996; and 

          (b)  The Registrant's Registration Statement No. 0-27328 on Form 8-A
               filed with the SEC on December 4, 1995 pursuant to Section 12 of
               the Securities Exchange Act of 1934, as amended (the "1934 Act"),
               together with amendments thereto, in which there is described the
               terms, rights and provisions applicable to the Registrant'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

          As permitted by Section 204(a) of the California General Corporation
          Law, the Registrant's Articles of Incorporation eliminate a director's
          personal liability for monetary damages to the Registrant and its
          shareholders arising from a breach or alleged breach of the director's
          fiduciary duty, except for liability arising under Sections 310 and
          316 of the California General Corporation Law or liability for (i)
          acts or omissions that involve intentional misconduct or knowing and
          culpable violation of law, (ii) acts or omissions that a director
          believes to be contrary to the best interests of the Registrant or its
          shareholders or that involve the absence of good faith on the part of
          the director, (iii) any transaction from which a director derived an
          improper personal benefit, (iv) acts or omissions that show a reckless
          disregard for the director's duty to the Registrant or its
          shareholders in circumstances in which the director was aware, or
          should have been aware, in the ordinary course of performing a
          director's duties, of a risk of serious injury to the Registrant or
          its shareholders and (v) acts or omissions that constitute an
          unexcused pattern of inattention that amounts to an abdication of the
          director's duty to the Registrant or its shareholders. This provision
          does not eliminate the directors' duty of care, and in appropriate
          circumstances equitable remedies such as an injunction or other forms
          of non-monetary relief would remain available under California law.  

          Sections 204(a) and 317 of the California General Corporation Law
          authorize a corporation to indemnify its directors, officers,
          employees and other agents in terms sufficiently broad to permit
          indemnification 


                                     II-2
<PAGE>

          (including reimbursement for expense) under certain circumstances 
          for liabilities arising under the 1933 Act.  The Registrant's 
          Articles of Incorporation and Bylaws contain provisions covering 
          indemnification of corporate directors, officers and other agents 
          against certain liabilities and expenses incurred as a result of 
          proceedings involving such persons in their capacities as 
          directors, officers, employees or agents, including proceedings 
          under the 1933 Act or the 1934 Act.  The Company has entered into 
          Indemnification Agreements with its directors and executive officers.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

Item 8.   EXHIBITS

Exhibit Number      Exhibit
--------------      -------

     5              Opinion and consent of Gunderson Dettmer Stough Villeneuve
                    Franklin & Hachigian, LLP.

     23.1           Consent of Price Waterhouse LLP, Independent Accountants.

     23.2           Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP is contained in Exhibit 5.

     24             Power of Attorney.  Reference is made to page II-5 of this
                    Registration Statement.
  
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 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 by the Registrant pursuant to Section 13 or Section 
15(d) of the 1934 Act that are incorporated by reference into 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 Registrant's 1992 Non-Statutory Stock Option 
Plan.  

          B.   The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the 1933 Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
1934 Act that is incorporated by reference into 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 Registrant pursuant to the indemnification provisions summarized in Item 
6 or otherwise, the Registrant 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 
Registrant of expenses incurred or paid by a director, officer 


                                     II-3
<PAGE>

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 1933 Act and will be governed by the final 
adjudication of such issue.


                                     II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
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 Monterey, State of California on 
this 19th day of February, 1997. 


                                      DELTAPOINT, INC.


                                      By:  /S/  John J. Ambrose     
                                         --------------------------------------
                                           John J. Ambrose
                                           Chief Executive Officer and Director



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of DeltaPoint, Inc., a 
California corporation, do hereby constitute and appoint John J. Ambrose and 
Donald B. Witmer, 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 either of 
the undersigned hereby ratifies and confirms that all 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 dates indicated.
<TABLE>
<CAPTION>
     SIGNATURE                   TITLE                                        DATE
<C>                            <S>                                           <S>

     /S/ John J. Ambrose         
     -----------------------     Chief Executive Officer and Director         February 19, 1997
     John J. Ambrose             (Principal Executive Officer)                                 
                                 
     /S/ Donald B. Witmer        
     -----------------------     Chief Financial Officer, Chief Operating     February 19, 1997
     Donald B. Witmer            Officer and Director                                          
                                 (Principal Financial and Accounting Officer)                  
                                 
</TABLE>



                                     II-5
<PAGE>
<TABLE>
<CAPTION>
     SIGNATURE                   TITLE                            DATE
<C>                            <S>                               <S>

     /S/  William G. Pryor       Vice President of Development    February 19, 1997
     -----------------------     and Director                
     William G. Pryor            

     /S/  John Hummer            Director                         February 19, 1997
     -----------------------     
     John Hummer                 

     /S/  Patrick Grady          Director                         February 5, 1997
     -----------------------     
     Patrick Grady               

</TABLE>








                                     II-6
<PAGE>














                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                                DELTAPOINT, INC.

<PAGE>

                                  EXHIBIT INDEX
                                  ------------

                                                                 Sequentially
Exhibit Number     Exhibit                                       Numbered Page
--------------     -------                                       -------------
    5              Opinion and consent of Gunderson Dettmer 
                   Stough Villeneuve Franklin & Hachigian, LLP.

    23.1           Consent of Price Waterhouse LLP, Independent 
                   Accountants.

    23.2           Consent of Gunderson Dettmer Stough Villeneuve 
                   Franklin & Hachigian, LLP is contained in 
                   Exhibit 5.

    24             Power of Attorney.  Reference is made to page 
                   II-5 of this Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18294}]
{"company-data": {"conformed-name": "DELTAPOINT INC", "cik": "0001003754", "assigned-sic": "7372", "irs-number": "770216760", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22243", "film-number": "97542084"}, "business-address": {"street1": "22 LOWER RAGSDALE DRIVE", "city": "MONTEREY", "state": "CA", "zip": "93940", "phone": "4086484000"}, "mail-address": {"street1": "22 LOWER RAGSDALE DRIVE", "city": "MONTEREY", "state": "CA", "zip": "93940"}}
As filed with the Securities and Exchange Commission on February 21, 1997
                                               Registration No. 333-_____      
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                        
                                 ------------
        
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                                        
                                 ------------
                   
                                DELTAPOINT, INC.
             (Exact Name of Registrant as Specified in its charter)
CALIFORNIA                             7372                     77-0216760
   (State or Other Jurisdiction of      (Primary Standard Industrial      (I.R.S. Employer
    Incorporation or Organization)       Classification Code Number)    Identification Number)
22 LOWER RAGSDALE DRIVE
                           MONTEREY, CALIFORNIA 93940

               (Address of principal executive offices) (Zip Code)
                               
                                  ------------

                                DELTAPOINT, INC.
                      1992 NON-STATUTORY STOCK OPTION PLAN
                            (Full title of the Plan)
                                         
                                  ------------

                                 JOHN J. AMBROSE
                             CHIEF EXECUTIVE OFFICER
                                DELTAPOINT, INC.
                             22 LOWER RAGSDALE DRIVE
                              MONTEREY, CALIFORNIA
                     (Name and address of agent for service)
                                 (408) 648-4000
        (Telephone number, including area code, of agent for service)
                                         
                                  ------------

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

Options                            28,301             N/A              N/A                 N/A
-------------------------------------------------------------------------------
Common Stock (par value $.01)      28,301            $5.75          $162,730.75           $100
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1992 Non-Statutory Stock
     Option 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 DeltaPoint, Inc.

(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 DeltaPoint, Inc. on 
     February 18, 1997.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          DeltaPoint, Inc. (the "Registrant") hereby incorporates by reference
          into this Registration Statement the following documents previously
          filed with the Securities and Exchange Commission (the "SEC"):

          (a)  (i)  The Registrant's report on Form 10-K for the fiscal year
                    ended December 31, 1995; 

               (ii) The Registrant's report on Form 10-Q for the fiscal 
                    quarters ended March 31, 1996, June 30, 1996 and 
                    September 30, 1996; and 

          (b)  The Registrant's Registration Statement No. 0-27328 on Form 8-A
               filed with the SEC on December 4, 1995 pursuant to Section 12 of
               the Securities Exchange Act of 1934, as amended (the "1934 Act"),
               together with amendments thereto, in which there is described the
               terms, rights and provisions applicable to the Registrant'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

          As permitted by Section 204(a) of the California General Corporation
          Law, the Registrant's Articles of Incorporation eliminate a director's
          personal liability for monetary damages to the Registrant and its
          shareholders arising from a breach or alleged breach of the director's
          fiduciary duty, except for liability arising under Sections 310 and
          316 of the California General Corporation Law or liability for (i)
          acts or omissions that involve intentional misconduct or knowing and
          culpable violation of law, (ii) acts or omissions that a director
          believes to be contrary to the best interests of the Registrant or its
          shareholders or that involve the absence of good faith on the part of
          the director, (iii) any transaction from which a director derived an
          improper personal benefit, (iv) acts or omissions that show a reckless
          disregard for the director's duty to the Registrant or its
          shareholders in circumstances in which the director was aware, or
          should have been aware, in the ordinary course of performing a
          director's duties, of a risk of serious injury to the Registrant or
          its shareholders and (v) acts or omissions that constitute an
          unexcused pattern of inattention that amounts to an abdication of the
          director's duty to the Registrant or its shareholders. This provision
          does not eliminate the directors' duty of care, and in appropriate
          circumstances equitable remedies such as an injunction or other forms
          of non-monetary relief would remain available under California law.  

          Sections 204(a) and 317 of the California General Corporation Law
          authorize a corporation to indemnify its directors, officers,
          employees and other agents in terms sufficiently broad to permit
          indemnification 

                                     II-2
(including reimbursement for expense) under certain circumstances 
          for liabilities arising under the 1933 Act.  The Registrant's 
          Articles of Incorporation and Bylaws contain provisions covering 
          indemnification of corporate directors, officers and other agents 
          against certain liabilities and expenses incurred as a result of 
          proceedings involving such persons in their capacities as 
          directors, officers, employees or agents, including proceedings 
          under the 1933 Act or the 1934 Act.  The Company has entered into 
          Indemnification Agreements with its directors and executive officers.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

Item 8.   EXHIBITS

Exhibit Number      Exhibit
--------------      -------

     5              Opinion and consent of Gunderson Dettmer Stough Villeneuve
                    Franklin & Hachigian, LLP.

     23.1           Consent of Price Waterhouse LLP, Independent Accountants.

     23.2           Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP is contained in Exhibit 5.

     24             Power of Attorney.  Reference is made to page II-5 of this
                    Registration Statement.
  
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 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 by the Registrant pursuant to Section 13 or Section 
15(d) of the 1934 Act that are incorporated by reference into 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 Registrant's 1992 Non-Statutory Stock Option 
Plan.  

          B.   The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the 1933 Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
1934 Act that is incorporated by reference into 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 Registrant pursuant to the indemnification provisions summarized in Item 
6 or otherwise, the Registrant 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 
Registrant of expenses incurred or paid by a director, officer 

                                     II-3
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 1933 Act and will be governed by the final 
adjudication of such issue.

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
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 Monterey, State of California on 
this 19th day of February, 1997. 

                                      DELTAPOINT, INC.

                                      By:  /S/  John J. Ambrose     
                                         --------------------------------------
                                           John J. Ambrose
                                           Chief Executive Officer and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of DeltaPoint, Inc., a 
California corporation, do hereby constitute and appoint John J. Ambrose and 
Donald B. Witmer, 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 either of 
the undersigned hereby ratifies and confirms that all 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 dates indicated.
SIGNATURE                   TITLE                                        DATE
/S/ John J. Ambrose         
     -----------------------     Chief Executive Officer and Director         February 19, 1997
     John J. Ambrose             (Principal Executive Officer)                                 
                                 
     /S/ Donald B. Witmer        
     -----------------------     Chief Financial Officer, Chief Operating     February 19, 1997
     Donald B. Witmer            Officer and Director                                          
                                 (Principal Financial and Accounting Officer)
II-5
SIGNATURE                   TITLE                            DATE
/S/  William G. Pryor       Vice President of Development    February 19, 1997
     -----------------------     and Director                
     William G. Pryor            

     /S/  John Hummer            Director                         February 19, 1997
     -----------------------     
     John Hummer                 

     /S/  Patrick Grady          Director                         February 5, 1997
     -----------------------     
     Patrick Grady
II-6
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                DELTAPOINT, INC.
EXHIBIT INDEX
                                  ------------

                                                                 Sequentially
Exhibit Number     Exhibit                                       Numbered Page
--------------     -------                                       -------------
    5              Opinion and consent of Gunderson Dettmer 
                   Stough Villeneuve Franklin & Hachigian, LLP.

    23.1           Consent of Price Waterhouse LLP, Independent 
                   Accountants.

    23.2           Consent of Gunderson Dettmer Stough Villeneuve 
                   Franklin & Hachigian, LLP is contained in 
                   Exhibit 5.

    24             Power of Attorney.  Reference is made to page 
                   II-5 of this Registration Statement.