<PAGE>

     As filed with the Securities and Exchange Commission on August 7, 2000

                                              Registration Statement No. 333-
================================================================================
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           _________________________

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

                           _________________________

                              Segue Software, Inc.
             (Exact name of Registrant as specified in its charter)

             Delaware                              95-4188982
     (State of incorporation)        (I.R.S. Employer Identification Number)

                               201 Spring Street
                         Lexington, Massachusetts 02421
                                (781) 402 - 1000

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

Segue Software, Inc. 1996 Amended and Restated Incentive and Non-Qualified Stock
                            Option Plan, as amended
       Segue Software, Inc. 1996 Employee Stock Purchase Plan, as amended

                           (Full Title of the Plans)

                           _________________________

                               Stephen B. Butler
                     President and Chief Executive Officer
                              Segue Software, Inc.
                               201 Spring Street
                         Lexington, Massachusetts 02421
                                (781) 402 - 1000

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                          ____________________________

                                With a copy to:
                            Jeffrey C. Hadden, P.C.
                          Goodwin, Procter & Hoar  LLP
                                 Exchange Place
                                53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                         _____________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================
                                                 Proposed Maximum      Proposed Maximum
  Title of Securities        Amount to be       Offering Price Per    Aggregate Offering       Amount of
    Being Registered        Registered (1)         Share (2)              Price (2)         Registration Fee
--------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>                   <C>                   <C>
1996 Amended and              450,000 shares              $8.22             $3,699,000           $976.54
Restated Incentive
and Non-Qualified
Stock Option Plan
Common Stock, par
value $.01 per share
==============================================================================================================

1996 Employee Stock           100,000 shares              $8.22             $  822,000           $217.01
Purchase Plan
Common Stock, par
value $.01 per share
===========================================================================================================
</TABLE>

(1)  This registration  statement also relates to such additional number of
     shares available for issuance under the plans as may be required pursuant
     to the plans in the event of a stock dividend, stock split,
     recapitalization or other similar event, or as otherwise provided for in
     the plans.

(2)  This estimate is based on the average of the high and low sales prices on
     the Nasdaq National Market of the Common Stock of Segue Software, Inc. on
     August 2, 2000 pursuant to Rules 457(c) and (h) under the Securities Act of
     1933, as amended, solely for purposes of determining the registration fee.
<PAGE>

                                    PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES

Item 1.   Plan Information.*
          ----------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
          -----------------------------------------------------------


* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this registration  statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and
the Introductory Note to Part I of Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

     Segue Software, Inc. (the "Company") hereby incorporates by reference the
documents listed in (a) through (c) below, which have previously been filed with
the Securities and Exchange Commission.

     (a)  The Company's Annual Report on Form 10-K, containing audited financial
          statements for the fiscal year ended December 31, 1999, filed with the
          Securities and Exchange Commission (the "Commission") pursuant to
          Section 13(a) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), on March 30, 2000;

     (b)  All other reports filed since December 31, 1999 pursuant to Section
          13(a) or 15(d) of the Exchange Act; and

     (c)  The description of the Company's common stock contained in its
          Registration Statement on Form 8-A, filed with the Commission on
          February 16, 1996, as amended, under Section 12 of the Exchange Act
          and any amendments or reports filed for the purpose of updating such
          description.

     In addition, all documents subsequently filed with the Commission by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration  statement and to be a part hereof from the date
of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration  statement.



Item 4.   Description of Securities.
          -------------------------

     Not Applicable.


Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Not Applicable.
<PAGE>

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     In accordance with Section 145 of the Delaware General Corporation Law (the
"DGCL"), Article VIII of the Company's Amended and Restated Certificate of
Incorporation, as amended (the "Certificate"), provides that no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit.  In addition, the Certificate provides that if the DGCL is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the DGCL, as so amended.

     Article VII of the Company's Certificate and Article V of the Company's By-
laws provide for indemnification by the Company, to the fullest extent permitted
by Section 145 of the DGCL, as the same exists or may hereafter be amended, of
its directors, officers, and certain persons serving at the request of the
Company as a director, officer, employee or agent of another company, or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter "Indemnitee") against all
expense, liability and loss (including attorney's fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection with the defense or settlement of any
threatened, pending or completed legal proceeding, whether civil, criminal,
administrative or investigative, in which said Indemnitee is involved by reason
of his relationship with the Company; provided, however, that except with
respect to proceedings to enforce rights to indemnification or as otherwise
required by law, the Company shall not be required to indemnify or advance
expenses to any such indemnitee in connection with a proceeding initiated by the
indemnitee unless the proceeding was authorized by the Board of Directors.

     The Company has directors' and officers' insurance covering certain
liabilities incurred by the directors and officers of the Company in connection
with the performance of their duties.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

     Not applicable.


Item 8.   Exhibits.
          --------

     The following is a complete list of exhibits filed or incorporated by
reference as part of this registration  statement.

Exhibits
--------

     4.1  Segue Software, Inc. Amended and Restated Certificate of Incorporation
          (incorporated herein by reference to exhibit 3.2 of the Company's
          Registration Statement on Form S-1 (File No. 333-1488) as filed with
          the Commission on February 16, 1996).
     4.2  Segue Software, Inc. By-laws (incorporated herein by reference to
          exhibit 3.3 of the Company's Registration Statement on Form S-1 (File
          No. 333-1488) as filed with the Commission on February 16, 1996).
     4.3  Segue Software, Inc. 1996 Amended and Restated Incentive and Non-
          Qualified Stock Option Plan (incorporated herein by reference to
          Appendix A of the Company's Definitive Proxy Statement on Schedule 14A
          (File No. 000-27794) as filed with the Commission on June 26, 1996).
     4.4  Amendment No. 1 to Segue Software, Inc. 1996 Amended and Restated
          Incentive and Non-Qualified Stock Option Plan (incorporated herein by
          reference to exhibit 4.3 of the Company's Registration Statement on
          Form S-8 (File No. 333-32903) as filed with the Commission on August
          5, 1997).
     4.5  Amendment No. 2 to Segue Software, Inc. 1996 Amended and Restated
          Incentive and Non-Qualified Stock Option Plan (incorporated herein by
          reference to exhibit 4.3 of the Company's Registration Statement on
          Form S-8 (File No. 333-67739) as filed with the Commission on November
          23, 1998).

                                       2
<PAGE>

     4.6    Segue Software, Inc. 1996 Employee Stock Purchase Plan (incorporated
            herein by reference to Appendix B of the Company's Definitive Proxy
            Statement on Schedule 14A (File No. 000- 27794) as filed with the
            Commission on June 26, 1996).
     4.7    Amendment No. 1 to Segue Software, Inc. 1996 Employee Stock Purchase
            Plan (incorporated herein by reference to exhibit 4.4 of the
            Company's Registration Statement on Form S-8 (File No. 333-67739) as
            filed with the Commission on November 23, 1998).
    *4.8    Amendment No. 3 to Segue Software, Inc. 1996 Amended and Restated
            Incentive and Non-Qualified Stock Option Plan.
    *4.9    Amendment No. 2 to Segue Software, Inc. 1996 Employee Stock Purchase
            Plan.
    *5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
            securities being registered.
    23.1    Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1).
   *23.2    Consent of PricewaterhouseCoopers LLP.
   *23.3    Consent of Grant Thornton LLP.
    24.1    Powers of Attorney (included on page 5 of this registration
            statement).

            *Filed herewith

Item 9.   Undertakings.
          ------------

          (a)       The undersigned registrant hereby undertakes:


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

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

                         (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; and

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

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
               --------  -------
               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 Commission by the
               registrant pursuant to Section 13 or 15(d) of the Exchange Act
               that are incorporated by reference 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 undersigned registrant hereby undertakes that, for
               purposes of determining any liability under the Securities Act,
               each filing of the registrant's annual report pursuant to Section
               13(a) or 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

                                       3
<PAGE>

               relating to the securities offered therein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          (c)       Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the registrant pursuant to the foregoing
               provisions, or otherwise, the registrant has been advised that in
               the opinion of the Securities and Exchange Commission such
               indemnification is against public policy as expressed in the
               Securities Act, and is, therefore, unenforceable. In the event
               that a claim for indemnification against such liabilities (other
               than the payment by the registrant of expenses incurred or paid
               by a director, officer or controlling person of the registrant in
               the successful defense of any action, suit or proceeding) is
               asserted by such director, officer or controlling person in
               connection with the securities being registered, the registrant
               will, unless in the opinion of its counsel the matter has been
               settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Securities Act and will be governed by the final adjudication
               of such issue.

                                       4
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Lexington, Commonwealth of Massachusetts, on August
7, 2000.

                                       SEGUE SOFTWARE, INC.


                                       By: /s/ Stephen B. Butler
                                           ---------------------
                                           Stephen B. Butler
                                           President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Segue Software, Inc. hereby severally constitute Stephen B. Butler
and Douglas Zaccaro, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the registration statement filed herewith and
any and all amendments to said registration statement, and generally to do all
such things in our names and in our capacities as officers and directors to
enable Segue Software, Inc. to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said registration statement and any and all
amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
          Signature              Capacity                                         Date
          ---------              --------                                         ----
<S>                           <C>                                               <C>

/s/ Stephen B. Butler         President, Chief Executive Officer,               August 7, 2000
-------------------------     Director (Principal Executive Officer)
Stephen B. Butler

/s/ Douglas Zaccaro           Senior Vice President, Chief Financial Officer    August 7, 2000
-------------------------     and Treasurer (Principal Financial and
Douglas Zaccaro               Accounting Officer)

                              Director                                          August 7, 2000
-------------------------
Leonard E. Baum

/s/ John R. Levine            Director                                          August 7, 2000
-------------------------
John R. Levine

                              Director                                          August 7, 2000
-------------------------
Howard L. Morgan

/s/ Robert W. Powers, Jr.     Director                                          August 7, 2000
-------------------------
Robert W. Powers, Jr.

/s/ Jyoti Prakash             Director                                          August 7, 2000
-------------------------
Jyoti Prakash

                              Director                                          August 7, 2000
_________________________
James H. Simons
</TABLE>
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.                             Description
----------                              -----------

   4.1         Segue Software, Inc. Amended and Restated Certificate of
               Incorporation (incorporated herein by reference to exhibit 3.2 of
               the Company's Registration Statement on Form S-1 (File No. 333-
               1488) as filed with the Commission on February 16, 1996).
   4.2         Segue Software, Inc. By-laws (incorporated herein by reference to
               exhibit 3.3 of the Company's Registration Statement on Form S-1
               (File No. 333-1488) as filed with the Commission on February 16,
               1996).
   4.3         Segue Software, Inc. 1996 Amended and Restated Incentive and Non-
               Qualified Stock Option Plan (incorporated herein by reference to
               Appendix A of the Company's Definitive Proxy Statement on
               Schedule 14A (File No. 000-27794) as filed with the Commission on
               June 26, 1996).
   4.4         Amendment No. 1 to Segue Software, Inc. 1996 Amended and Restated
               Incentive and Non-Qualified Stock Option Plan (incorporated
               herein by reference to exhibit 4.3 of the Company's Registration
               Statement on Form S-8 (File No. 333-32903) as filed with the
               Commission on August 5, 1997).
   4.5         Amendment No. 2 to Segue Software, Inc. 1996 Amended and Restated
               Incentive and Non-Qualified Stock Option Plan (incorporated
               herein by reference to exhibit 4.3 of the Company's Registration
               Statement on Form S-8 (File No. 333-67739) as filed with the
               Commission on November 23, 1998).
   4.6         Segue Software, Inc. 1996 Employee Stock Purchase Plan
               (incorporated herein by reference to Appendix B of the Company's
               Definitive Proxy Statement on Schedule 14A (File No. 000- 27794)
               as filed with the Commission on June 26, 1996).
   4.7         Amendment No. 1 to Segue Software, Inc. 1996 Employee Stock
               Purchase Plan (incorporated herein by reference to exhibit 4.4 of
               the Company's Registration Statement on Form S-8 (File No. 333-
               67739) as filed with the Commission on November 23, 1998).
  *4.8         Amendment No. 3 to Segue Software, Inc. 1996 Amended and Restated
               Incentive and Non-Qualified Stock Option Plan.
  *4.9         Amendment No. 2 to Segue Software, Inc. 1996 Employee Stock
               Purchase Plan.
  *5.1         Opinion of Goodwin, Procter & Hoar  LLP as to the legality of the
               securities being registered.
  23.1         Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
 *23.2         Consent of PricewaterhouseCoopers LLP.
 *23.3         Consent of Grant Thornton LLP.
  24.1         Powers of Attorney (included on page 5 of this registration
               statement).

               *Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 25189}]
{"company-data": {"conformed-name": "SEGUE SOFTWARE INC", "cik": "0000894572", "assigned-sic": "7373", "irs-number": "954188982", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43216", "film-number": "687630"}, "business-address": {"street1": "201 SPRING STREET", "city": "LEXINGTON", "state": "MA", "zip": "02421", "phone": "7814021000"}, "mail-address": {"street1": "201 SPRING STREET", "city": "LEXINGTON", "state": "MA", "zip": "02421"}}
As filed with the Securities and Exchange Commission on August 7, 2000

                                              Registration Statement No. 333-
================================================================================
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           _________________________

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

                           _________________________

                              Segue Software, Inc.
             (Exact name of Registrant as specified in its charter)

             Delaware                              95-4188982
     (State of incorporation)        (I.R.S. Employer Identification Number)

                               201 Spring Street
                         Lexington, Massachusetts 02421
                                (781) 402 - 1000

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

Segue Software, Inc. 1996 Amended and Restated Incentive and Non-Qualified Stock
                            Option Plan, as amended
       Segue Software, Inc. 1996 Employee Stock Purchase Plan, as amended

                           (Full Title of the Plans)

                           _________________________

                               Stephen B. Butler
                     President and Chief Executive Officer
                              Segue Software, Inc.
                               201 Spring Street
                         Lexington, Massachusetts 02421
                                (781) 402 - 1000

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                          ____________________________

                                With a copy to:
                            Jeffrey C. Hadden, P.C.
                          Goodwin, Procter & Hoar  LLP
                                 Exchange Place
                                53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                         _____________________________

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                 Proposed Maximum      Proposed Maximum
  Title of Securities        Amount to be       Offering Price Per    Aggregate Offering       Amount of
    Being Registered        Registered (1)         Share (2)              Price (2)         Registration Fee
--------------------------------------------------------------------------------------------------------------
1996 Amended and              450,000 shares              $8.22             $3,699,000           $976.54
Restated Incentive
and Non-Qualified
Stock Option Plan
Common Stock, par
value $.01 per share
==============================================================================================================

1996 Employee Stock           100,000 shares              $8.22             $  822,000           $217.01
Purchase Plan
Common Stock, par
value $.01 per share
===========================================================================================================
(1)  This registration  statement also relates to such additional number of
     shares available for issuance under the plans as may be required pursuant
     to the plans in the event of a stock dividend, stock split,
     recapitalization or other similar event, or as otherwise provided for in
     the plans.

(2)  This estimate is based on the average of the high and low sales prices on
     the Nasdaq National Market of the Common Stock of Segue Software, Inc. on
     August 2, 2000 pursuant to Rules 457(c) and (h) under the Securities Act of
     1933, as amended, solely for purposes of determining the registration fee.
PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES

Item 1.   Plan Information.*
          ----------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
          -----------------------------------------------------------

* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this registration  statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and
the Introductory Note to Part I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

     Segue Software, Inc. (the "Company") hereby incorporates by reference the
documents listed in (a) through (c) below, which have previously been filed with
the Securities and Exchange Commission.

     (a)  The Company's Annual Report on Form 10-K, containing audited financial
          statements for the fiscal year ended December 31, 1999, filed with the
          Securities and Exchange Commission (the "Commission") pursuant to
          Section 13(a) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), on March 30, 2000;

     (b)  All other reports filed since December 31, 1999 pursuant to Section
          13(a) or 15(d) of the Exchange Act; and

     (c)  The description of the Company's common stock contained in its
          Registration Statement on Form 8-A, filed with the Commission on
          February 16, 1996, as amended, under Section 12 of the Exchange Act
          and any amendments or reports filed for the purpose of updating such
          description.

     In addition, all documents subsequently filed with the Commission by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration  statement and to be a part hereof from the date
of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration  statement.

Item 4.   Description of Securities.
          -------------------------

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Not Applicable.
Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     In accordance with Section 145 of the Delaware General Corporation Law (the
"DGCL"), Article VIII of the Company's Amended and Restated Certificate of
Incorporation, as amended (the "Certificate"), provides that no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit.  In addition, the Certificate provides that if the DGCL is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the DGCL, as so amended.

     Article VII of the Company's Certificate and Article V of the Company's By-
laws provide for indemnification by the Company, to the fullest extent permitted
by Section 145 of the DGCL, as the same exists or may hereafter be amended, of
its directors, officers, and certain persons serving at the request of the
Company as a director, officer, employee or agent of another company, or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter "Indemnitee") against all
expense, liability and loss (including attorney's fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection with the defense or settlement of any
threatened, pending or completed legal proceeding, whether civil, criminal,
administrative or investigative, in which said Indemnitee is involved by reason
of his relationship with the Company; provided, however, that except with
respect to proceedings to enforce rights to indemnification or as otherwise
required by law, the Company shall not be required to indemnify or advance
expenses to any such indemnitee in connection with a proceeding initiated by the
indemnitee unless the proceeding was authorized by the Board of Directors.

     The Company has directors' and officers' insurance covering certain
liabilities incurred by the directors and officers of the Company in connection
with the performance of their duties.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

     Not applicable.

Item 8.   Exhibits.
          --------

     The following is a complete list of exhibits filed or incorporated by
reference as part of this registration  statement.

Exhibits
--------

     4.1  Segue Software, Inc. Amended and Restated Certificate of Incorporation
          (incorporated herein by reference to exhibit 3.2 of the Company's
          Registration Statement on Form S-1 (File No. 333-1488) as filed with
          the Commission on February 16, 1996).
     4.2  Segue Software, Inc. By-laws (incorporated herein by reference to
          exhibit 3.3 of the Company's Registration Statement on Form S-1 (File
          No. 333-1488) as filed with the Commission on February 16, 1996).
     4.3  Segue Software, Inc. 1996 Amended and Restated Incentive and Non-
          Qualified Stock Option Plan (incorporated herein by reference to
          Appendix A of the Company's Definitive Proxy Statement on Schedule 14A
          (File No. 000-27794) as filed with the Commission on June 26, 1996).
     4.4  Amendment No. 1 to Segue Software, Inc. 1996 Amended and Restated
          Incentive and Non-Qualified Stock Option Plan (incorporated herein by
          reference to exhibit 4.3 of the Company's Registration Statement on
          Form S-8 (File No. 333-32903) as filed with the Commission on August
          5, 1997).
     4.5  Amendment No. 2 to Segue Software, Inc. 1996 Amended and Restated
          Incentive and Non-Qualified Stock Option Plan (incorporated herein by
          reference to exhibit 4.3 of the Company's Registration Statement on
          Form S-8 (File No. 333-67739) as filed with the Commission on November
          23, 1998).

                                       2
4.6    Segue Software, Inc. 1996 Employee Stock Purchase Plan (incorporated
            herein by reference to Appendix B of the Company's Definitive Proxy
            Statement on Schedule 14A (File No. 000- 27794) as filed with the
            Commission on June 26, 1996).
     4.7    Amendment No. 1 to Segue Software, Inc. 1996 Employee Stock Purchase
            Plan (incorporated herein by reference to exhibit 4.4 of the
            Company's Registration Statement on Form S-8 (File No. 333-67739) as
            filed with the Commission on November 23, 1998).
    *4.8    Amendment No. 3 to Segue Software, Inc. 1996 Amended and Restated
            Incentive and Non-Qualified Stock Option Plan.
    *4.9    Amendment No. 2 to Segue Software, Inc. 1996 Employee Stock Purchase
            Plan.
    *5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
            securities being registered.
    23.1    Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1).
   *23.2    Consent of PricewaterhouseCoopers LLP.
   *23.3    Consent of Grant Thornton LLP.
    24.1    Powers of Attorney (included on page 5 of this registration
            statement).

            *Filed herewith

Item 9.   Undertakings.
          ------------

          (a)       The undersigned registrant hereby undertakes:

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

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

                         (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; and

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

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
               --------  -------
               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 Commission by the
               registrant pursuant to Section 13 or 15(d) of the Exchange Act
               that are incorporated by reference 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 undersigned registrant hereby undertakes that, for
               purposes of determining any liability under the Securities Act,
               each filing of the registrant's annual report pursuant to Section
               13(a) or 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

                                       3
relating to the securities offered therein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          (c)       Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the registrant pursuant to the foregoing
               provisions, or otherwise, the registrant has been advised that in
               the opinion of the Securities and Exchange Commission such
               indemnification is against public policy as expressed in the
               Securities Act, and is, therefore, unenforceable. In the event
               that a claim for indemnification against such liabilities (other
               than the payment by the registrant of expenses incurred or paid
               by a director, officer or controlling person of the registrant in
               the successful defense of any action, suit or proceeding) is
               asserted by such director, officer or controlling person in
               connection with the securities being registered, the registrant
               will, unless in the opinion of its counsel the matter has been
               settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Securities Act and will be governed by the final adjudication
               of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Lexington, Commonwealth of Massachusetts, on August
7, 2000.

                                       SEGUE SOFTWARE, INC.

                                       By: /s/ Stephen B. Butler
                                           ---------------------
                                           Stephen B. Butler
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Segue Software, Inc. hereby severally constitute Stephen B. Butler
and Douglas Zaccaro, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the registration statement filed herewith and
any and all amendments to said registration statement, and generally to do all
such things in our names and in our capacities as officers and directors to
enable Segue Software, Inc. to comply with the provisions of the Securities Act
of 1933 and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said registration statement and any and all
amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature              Capacity                                         Date
          ---------              --------                                         ----
/s/ Stephen B. Butler         President, Chief Executive Officer,               August 7, 2000
-------------------------     Director (Principal Executive Officer)
Stephen B. Butler

/s/ Douglas Zaccaro           Senior Vice President, Chief Financial Officer    August 7, 2000
-------------------------     and Treasurer (Principal Financial and
Douglas Zaccaro               Accounting Officer)

                              Director                                          August 7, 2000
-------------------------
Leonard E. Baum

/s/ John R. Levine            Director                                          August 7, 2000
-------------------------
John R. Levine

                              Director                                          August 7, 2000
-------------------------
Howard L. Morgan

/s/ Robert W. Powers, Jr.     Director                                          August 7, 2000
-------------------------
Robert W. Powers, Jr.

/s/ Jyoti Prakash             Director                                          August 7, 2000
-------------------------
Jyoti Prakash

                              Director                                          August 7, 2000
_________________________
James H. Simons
EXHIBIT INDEX

Exhibit No.                             Description
----------                              -----------

   4.1         Segue Software, Inc. Amended and Restated Certificate of
               Incorporation (incorporated herein by reference to exhibit 3.2 of
               the Company's Registration Statement on Form S-1 (File No. 333-
               1488) as filed with the Commission on February 16, 1996).
   4.2         Segue Software, Inc. By-laws (incorporated herein by reference to
               exhibit 3.3 of the Company's Registration Statement on Form S-1
               (File No. 333-1488) as filed with the Commission on February 16,
               1996).
   4.3         Segue Software, Inc. 1996 Amended and Restated Incentive and Non-
               Qualified Stock Option Plan (incorporated herein by reference to
               Appendix A of the Company's Definitive Proxy Statement on
               Schedule 14A (File No. 000-27794) as filed with the Commission on
               June 26, 1996).
   4.4         Amendment No. 1 to Segue Software, Inc. 1996 Amended and Restated
               Incentive and Non-Qualified Stock Option Plan (incorporated
               herein by reference to exhibit 4.3 of the Company's Registration
               Statement on Form S-8 (File No. 333-32903) as filed with the
               Commission on August 5, 1997).
   4.5         Amendment No. 2 to Segue Software, Inc. 1996 Amended and Restated
               Incentive and Non-Qualified Stock Option Plan (incorporated
               herein by reference to exhibit 4.3 of the Company's Registration
               Statement on Form S-8 (File No. 333-67739) as filed with the
               Commission on November 23, 1998).
   4.6         Segue Software, Inc. 1996 Employee Stock Purchase Plan
               (incorporated herein by reference to Appendix B of the Company's
               Definitive Proxy Statement on Schedule 14A (File No. 000- 27794)
               as filed with the Commission on June 26, 1996).
   4.7         Amendment No. 1 to Segue Software, Inc. 1996 Employee Stock
               Purchase Plan (incorporated herein by reference to exhibit 4.4 of
               the Company's Registration Statement on Form S-8 (File No. 333-
               67739) as filed with the Commission on November 23, 1998).
  *4.8         Amendment No. 3 to Segue Software, Inc. 1996 Amended and Restated
               Incentive and Non-Qualified Stock Option Plan.
  *4.9         Amendment No. 2 to Segue Software, Inc. 1996 Employee Stock
               Purchase Plan.
  *5.1         Opinion of Goodwin, Procter & Hoar  LLP as to the legality of the
               securities being registered.
  23.1         Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
 *23.2         Consent of PricewaterhouseCoopers LLP.
 *23.3         Consent of Grant Thornton LLP.
  24.1         Powers of Attorney (included on page 5 of this registration
               statement).

               *Filed herewith