<PAGE>


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1997.
                                                 REGISTRATION NO. 333-______ 
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

                   SECURITIES AND EXCHANGE COMMISSION      
                        WASHINGTON, D.C. 20549        
         
                                FORM S-8
                        REGISTRATION STATEMENT          
                                  UNDER         
                        THE SECURITIES ACT OF 1933         
                             SPECTRUM HOLOBYTE, INC.       
         (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)      

            DELAWARE                                52-1728656
    ------------------------           ------------------------------------
    (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)
         
                         2490 Mariner Square Loop
                                Suite 100
                        Alameda, California 94501         
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 
         
                                           
                          SPECTRUM HOLOBYTE, INC.
                    1996 SUPPLEMENTAL STOCK OPTION PLAN         
                          (FULL TITLE OF THE PLAN)          

                             Gregory S. Kennedy
            Senior Vice President of Business and Legal Affairs
                          Spectrum HoloByte, Inc.
                          2490 Mariner Square Loop
                                 Suite 100
                         Alameda, California 94501
                               (510) 522-3584         
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
         
         
                                 COPIES TO:
                          DAVID C. DRUMMOND, ESQ.          
                     WILSON SONSINI GOODRICH & ROSATI
                          PROFESSIONAL CORPORATION
                             650 PAGE MILL ROAD
                          PALO ALTO, CA 94304-1050
                               (415) 493-9300         

                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
                                                             PROPOSED            PROPOSED
                                                              MAXIMUM             MAXIMUM         AMOUNT OF
TITLE OF SECURITIES                    AMOUNT TO BE        OFFERING PRICE        AGGREGATE       REGISTRATION
TO BE REGISTERED                        REGISTERED          PER SHARE(1)      OFFERING PRICE          FEE
--------------------------------------------------------------------------------------------------------------
<S>                                    <C>                 <C>                <C>                <C>
 Common Stock, $.001 par value
 - Outstanding and reserved for 
   issuance under 1996 Supplemental
   Stock Plan                            250,000                $4.88            $1,220,000          $370
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
</TABLE>
---------------
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the filing fee on the basis of $4.88 per share, which
    represents the average of the high and the low prices reported on the
    Nasdaq National Market on June 26, 1997.

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


<PAGE>

                               SPECTRUM HOLOBYTE, INC.

                          REGISTRATION STATEMENT ON FORM S-8


                                        PART I

                        INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.       PLAN INFORMATION.

    Omitted pursuant to the instructions and provisions of Form S-8.

ITEM 2.       REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

    Omitted pursuant to the instructions and provisions of Form S-8.


                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCES.

    There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed by the Registrant with
the Securities and Exchange Commission (the "Commission"):

    (1)  The Registrant's Annual Report on Form 10-K under the Securities
Exchange Act of 1934 (the "Exchange Act") for the fiscal year ended March 30,
1997.

    (2)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statements on Form 8-A filed on October 3, 1991 and
February 27, 1996, including any amendment or report filed for the purpose of
updating such description.

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

ITEM 4.       DESCRIPTION OF SECURITIES.

    Not applicable.


                                     II-1
<PAGE>

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

    None.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Registrant's Certificate of Incorporation limits the liability of
directors for monetary damages to the maximum extent permitted by Delaware law. 
Delaware law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as directors,
except for liability (i) for any breach of their duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived an improper personal benefit.

    The Registrant's Bylaws provide that the Registrant shall indemnify its 
directors and officers and may indemnify its other employees, agents and 
other agents to the fullest extent permitted by law.  The Registrant believes 
that indemnification under its Bylaws covers at least negligence and gross 
negligence on the part of indemnified parties.  The Registrant's Bylaws also 
permit the Registrant to secure insurance on behalf of any officer, director, 
employee or other agent for any liability arising out of his or her actions 
in such capacity, regardless of whether the Bylaws would permit 
indemnification.

    The Registrant has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Registrant's
Bylaws.  These agreements, among other things, indemnify the Registrant's
directors and officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Registrant,
arising out of such person's services as a director or officer of the
Registrant, any subsidiary of the Registrant or any other company or enterprise
to which the person provides services at the request of the Registrant.

    The Registrant also maintains an insurance policy insuring its directors
and officers against liability for certain acts and omissions while acting in
their official capacities.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.       EXHIBITS.

           Exhibit
           Number                              Description                    
           --------    ------------------------------------------------------

               4.1      Spectrum HoloByte, Inc. 1996 Supplemental Stock Plan.
               5.1      Opinion of counsel as to legality of securities being
                        registered.
              23.1      Consent of Independent Auditors
              23.2      Consent of counsel (contained in Exhibit 5.1)
              24.1      Powers of Attorney (see page II-4)


                                     II-2
<PAGE>

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 of 1933;

              (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 end 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 a 20% 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.

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue.


                                     II-3
<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 City of Alameda, State of California, on 
this 30th day of June 1997.

                             SPECTRUM HOLOBYTE, INC.


                                  By:  /s/ Gregory S. Kennedy                
                                       --------------------------------------
                                       Gregory S. Kennedy
                                       Senior Vice President of Business and
                                       Legal Affairs and Secretary


                                  POWER OF ATTORNEY
                                           
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Stephen M. Race and Gregory S. 
Kennedy, jointly and severally, as his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities to sign any amendments to 
this Registration Statement on Form S-8, and to file the same, with exhibits 
thereto and other documents in connection therewith, with the Securities and 
Exchange Commission, hereby ratifying and confirming all that each of said 
attorney-in-fact, or his substitute or substitutes, may do or cause to be 
done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on the
30th day of June 1997 in the capacities indicated.

         SIGNATURE                                 TITLE
-------------------------------------   -------------------------------------
 
 
    /s/ Stephen M. Race 
-------------------------------------   Chief Executive Officer and Director 
    Stephen M. Race                     (PRINCIPAL EXECUTIVE AND FINANCIAL 
                                        OFFICER)


    /s/ William E. Meyer                Corporate Controller and Chief
-------------------------------------   Accounting Officer
    William E. Meyer                    (PRINCIPAL ACCOUNTING OFFICER)
 
    /s/ Gilman G. Louie 
-------------------------------------   Chairman of the Board of Directors
    Gilman G. Louie     

 
    /s/ David C. Costine     
-------------------------------------   Director
    David C. Costine    

 
    /s/ Vinod Khosla    
-------------------------------------   Director
    Vinod Khosla   
 
    /s/ Keith Schaefer  
-------------------------------------   Director
    Keith Schaefer 


                                     II-4
<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549


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

                                       EXHIBITS

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


                          REGISTRATION STATEMENT ON FORM S-8


                               SPECTRUM HOLOBYTE, INC.

                                    June 30, 1997



                                        II-5
<PAGE>

                               INDEX TO EXHIBITS


    Exhibit        
    Number                         Description  
    ---------------------------------------------------------------------
     4.1          Spectrum HoloByte, Inc. 1996 Supplemental Stock Plan.
     5.1          Opinion of counsel as to legality of securities being 
                  registered.
    23.1          Consent of Independent Auditors
    23.2          Consent of counsel (contained in Exhibit 5.1)
    24.1          Powers of Attorney (see page II-4)
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17281}]
{"company-data": {"conformed-name": "SPECTRUM HOLOBYTE INC", "cik": "0000878197", "assigned-sic": "7372", "irs-number": "521728656", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30487", "film-number": "97633808"}, "business-address": {"street1": "2490 MARINER SQ LOOP STE 100", "city": "ALAMEDA", "state": "CA", "zip": "94501", "phone": "5105223584"}, "former-company": {"former-conformed-name": "MICROPROSE INC", "date-changed": "19930328"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1997.
                                                 REGISTRATION NO. 333-______ 
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

                   SECURITIES AND EXCHANGE COMMISSION      
                        WASHINGTON, D.C. 20549        
         
                                FORM S-8
                        REGISTRATION STATEMENT          
                                  UNDER         
                        THE SECURITIES ACT OF 1933         
                             SPECTRUM HOLOBYTE, INC.       
         (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)      

            DELAWARE                                52-1728656
    ------------------------           ------------------------------------
    (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)
         
                         2490 Mariner Square Loop
                                Suite 100
                        Alameda, California 94501         
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 
         
                                           
                          SPECTRUM HOLOBYTE, INC.
                    1996 SUPPLEMENTAL STOCK OPTION PLAN         
                          (FULL TITLE OF THE PLAN)          

                             Gregory S. Kennedy
            Senior Vice President of Business and Legal Affairs
                          Spectrum HoloByte, Inc.
                          2490 Mariner Square Loop
                                 Suite 100
                         Alameda, California 94501
                               (510) 522-3584         
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
         
         
                                 COPIES TO:
                          DAVID C. DRUMMOND, ESQ.          
                     WILSON SONSINI GOODRICH & ROSATI
                          PROFESSIONAL CORPORATION
                             650 PAGE MILL ROAD
                          PALO ALTO, CA 94304-1050
                               (415) 493-9300         

                      CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
                                                             PROPOSED            PROPOSED
                                                              MAXIMUM             MAXIMUM         AMOUNT OF
TITLE OF SECURITIES                    AMOUNT TO BE        OFFERING PRICE        AGGREGATE       REGISTRATION
TO BE REGISTERED                        REGISTERED          PER SHARE(1)      OFFERING PRICE          FEE
--------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value
 - Outstanding and reserved for 
   issuance under 1996 Supplemental
   Stock Plan                            250,000                $4.88            $1,220,000          $370
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
---------------
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the filing fee on the basis of $4.88 per share, which
    represents the average of the high and the low prices reported on the
    Nasdaq National Market on June 26, 1997.

------------------------------------------------------------------------------
------------------------------------------------------------------------------
SPECTRUM HOLOBYTE, INC.

                          REGISTRATION STATEMENT ON FORM S-8

                                        PART I

                        INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.       PLAN INFORMATION.

    Omitted pursuant to the instructions and provisions of Form S-8.

ITEM 2.       REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

    Omitted pursuant to the instructions and provisions of Form S-8.

                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCES.

    There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed by the Registrant with
the Securities and Exchange Commission (the "Commission"):

    (1)  The Registrant's Annual Report on Form 10-K under the Securities
Exchange Act of 1934 (the "Exchange Act") for the fiscal year ended March 30,
1997.

    (2)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statements on Form 8-A filed on October 3, 1991 and
February 27, 1996, including any amendment or report filed for the purpose of
updating such description.

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

ITEM 4.       DESCRIPTION OF SECURITIES.

    Not applicable.

                                     II-1
ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

    None.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Registrant's Certificate of Incorporation limits the liability of
directors for monetary damages to the maximum extent permitted by Delaware law. 
Delaware law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as directors,
except for liability (i) for any breach of their duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived an improper personal benefit.

    The Registrant's Bylaws provide that the Registrant shall indemnify its 
directors and officers and may indemnify its other employees, agents and 
other agents to the fullest extent permitted by law.  The Registrant believes 
that indemnification under its Bylaws covers at least negligence and gross 
negligence on the part of indemnified parties.  The Registrant's Bylaws also 
permit the Registrant to secure insurance on behalf of any officer, director, 
employee or other agent for any liability arising out of his or her actions 
in such capacity, regardless of whether the Bylaws would permit 
indemnification.

    The Registrant has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Registrant's
Bylaws.  These agreements, among other things, indemnify the Registrant's
directors and officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Registrant,
arising out of such person's services as a director or officer of the
Registrant, any subsidiary of the Registrant or any other company or enterprise
to which the person provides services at the request of the Registrant.

    The Registrant also maintains an insurance policy insuring its directors
and officers against liability for certain acts and omissions while acting in
their official capacities.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.       EXHIBITS.

           Exhibit
           Number                              Description                    
           --------    ------------------------------------------------------

               4.1      Spectrum HoloByte, Inc. 1996 Supplemental Stock Plan.
               5.1      Opinion of counsel as to legality of securities being
                        registered.
              23.1      Consent of Independent Auditors
              23.2      Consent of counsel (contained in Exhibit 5.1)
              24.1      Powers of Attorney (see page II-4)

                                     II-2
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 of 1933;

              (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 end 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 a 20% 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.

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue.

                                     II-3
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 City of Alameda, State of California, on 
this 30th day of June 1997.

                             SPECTRUM HOLOBYTE, INC.

                                  By:  /s/ Gregory S. Kennedy                
                                       --------------------------------------
                                       Gregory S. Kennedy
                                       Senior Vice President of Business and
                                       Legal Affairs and Secretary

                                  POWER OF ATTORNEY
                                           
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Stephen M. Race and Gregory S. 
Kennedy, jointly and severally, as his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities to sign any amendments to 
this Registration Statement on Form S-8, and to file the same, with exhibits 
thereto and other documents in connection therewith, with the Securities and 
Exchange Commission, hereby ratifying and confirming all that each of said 
attorney-in-fact, or his substitute or substitutes, may do or cause to be 
done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on the
30th day of June 1997 in the capacities indicated.

         SIGNATURE                                 TITLE
-------------------------------------   -------------------------------------
 
 
    /s/ Stephen M. Race 
-------------------------------------   Chief Executive Officer and Director 
    Stephen M. Race                     (PRINCIPAL EXECUTIVE AND FINANCIAL 
                                        OFFICER)

    /s/ William E. Meyer                Corporate Controller and Chief
-------------------------------------   Accounting Officer
    William E. Meyer                    (PRINCIPAL ACCOUNTING OFFICER)
 
    /s/ Gilman G. Louie 
-------------------------------------   Chairman of the Board of Directors
    Gilman G. Louie     

 
    /s/ David C. Costine     
-------------------------------------   Director
    David C. Costine    

 
    /s/ Vinod Khosla    
-------------------------------------   Director
    Vinod Khosla   
 
    /s/ Keith Schaefer  
-------------------------------------   Director
    Keith Schaefer 

                                     II-4
SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549

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

                                       EXHIBITS

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

                          REGISTRATION STATEMENT ON FORM S-8

                               SPECTRUM HOLOBYTE, INC.

                                    June 30, 1997

                                        II-5
INDEX TO EXHIBITS

    Exhibit        
    Number                         Description  
    ---------------------------------------------------------------------
     4.1          Spectrum HoloByte, Inc. 1996 Supplemental Stock Plan.
     5.1          Opinion of counsel as to legality of securities being 
                  registered.
    23.1          Consent of Independent Auditors
    23.2          Consent of counsel (contained in Exhibit 5.1)
    24.1          Powers of Attorney (see page II-4)