<PAGE>

     As filed with the Securities and Exchange Commission on April 3, 2001

                                            Registration No. 333-____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

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

                                QRS CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                 68-0102251
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
              or  organization)

                             1400 MARINA WAY SOUTH
                           RICHMOND, CALIFORNIA 94804
              (Address of principal executive offices) (Zip Code)

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

             TRADEWEAVE, INC. 1999 STOCK OPTION/STOCK ISSUANCE PLAN
                           (Full title of the Plan)

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

                                 JOHN S. SIMON
                            CHIEF EXECUTIVE OFFICER
                                QRS CORPORATION
                              1400 MARINA WAY SOUTH
                           RICHMOND, CALIFORNIA 94804
                     (Name and address of agent for service)
                                 (510)215-5000
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================
                                                      Amount            Proposed Maximum   Proposed Maximum
Title of Securities to be                             To Be             Offering Price     Aggregate            Amount Of
        Registered                                    Registered(1)     Per Share (2)      Offering Price (2)   Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>                <C>                  <C>
Tradeweave, Inc. 1999 Stock Option/Stock Issuance
Plan, Common Stock, $0.001 par value...............   129,570 shares          $10.99           $1,423,974.30          $356.00
===================================================================================================================================
</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         the Registrant's Common Stock which become issuable under the
         Tradeweave, Inc. 1999 Stock Option/Stock Issuance Plan by reason
         of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the Registrant's receipt of
         consideration which results in an increase in the number of the
         outstanding shares of Registrant's Common Stock.
(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 weighted
         average exercise price per share of the outstanding options.


<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         QRS Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

               a.   The Registrant's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 2000 filed with the
                    Commission on April 2, 2001;

               b.   The Registrant's Current Report on Form 8-K filed with the
                    Commission on February 15, 2001 for the period ended
                    February 9, 2001; and

               c.   The Registrant's Registration Statement No. 000-21958 on
                    Form 8-A, filed with the Commission on June 18, 1993
                    pursuant to Section 12(b) of the Securities Exchange
                    Act of 1934, as amended (the "1934 Act") in which the
                    terms, rights and provisions applicable to the Registrant's
                    Common Stock are described.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (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 de-registers 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. 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 of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is 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

         Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any person who
is, or is threatened to be made, a party to any threatened, pending or completed
legal action, suit or proceedings, whether civil, criminal, administrative or
investigative (other than action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors in an


                                     II-1

<PAGE>

action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
duty. Where an officer or director is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred.

         In accordance with the Delaware Law, the Registrant's certificate of
incorporation limits the liability of its directors to the maximum extent
permitted by law. Under Delaware law, the Registrant's directors will not be
personally liable for monetary damages, except for liability relating to (i) any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(ii) any acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) any unlawful payment of
dividends or unlawful stock purchases or redemptions, as provided in Section 174
of the Delaware General Corporation Law, or (iv) any transaction from which a
director derived an improper personal benefit.

         The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and may indemnify its other officers and employees 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 the indemnified parties. The Registrant's Bylaws also permit it to obtain
insurance on behalf of an officer, director or employee for liability arising
out of his or her actions in such capacity. The Registrant currently has
obtained such insurance on behalf of its directors and officers.

         The Registrant has entered into agreements to indemnify its directors
and executive officers, in addition to the indemnification to which they are
entitled under the Registrant's Bylaws. These agreements, among other things,
indemnify the Registrant's directors and executive 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
executive 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER             EXHIBIT
-------            -------
<S>                <C>
   4               Instruments Defining Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-21958 on
                   Form 8-A, as amended, together with the exhibits thereto,
                   which is incorporated herein by reference pursuant to Item
                   3(c) of this Registration Statement.
   5               Opinion and consent of Brobeck, Phleger & Harrison LLP.
   23.1            Consent of PricewaterhouseCoopers LLP, Independent
                   Accountants.
   23.2            Consent of Deloitte & Touche LLP, Independent Auditors.
   23.3            Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.
   24              Power of Attorney. Reference is made to page II-4 of this
                   Registration Statement.
   99.1            Tradeweave, Inc. 1999 Stock Option/Stock Issuance Plan.
   99.2            Tradeweave, Inc. Form of Stock Issuance Agreement.
   99.3            Tradeweave, Inc. Form of Notice of Grant of Stock Option and
                   Stock Option Agreement.



                                     II-2

<PAGE>

  99.4             Tradeweave, Inc. Form of Notice of Grant of Stock Option and
                   Stock Option Agreement
                   (Installment Option).
  99.5             Form of Assumption Agreement.
</TABLE>

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, as amended (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 clauses 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
Tradeweave, Inc. 1999 Stock Option/Stock Issuance 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
Commission, 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, 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-3

<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 Richmond, State of California on this 3rd day
of April, 2001.

                     QRS CORPORATION





                     By:   /s/ John S. Simon
                           ------------------------------------------
                              John S. Simon, Chief Executive Officer


                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of QRS Corporation, a
Delaware corporation, do hereby constitute and appoint John S. Simon, Chief
Executive Officer and Sam Hedgpeth, Chief Financial Officer, and
each 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 any one of them, determine
may be necessary or advisable or required to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality
of the foregoing power and authority, the powers granted include the power
and authority to sign the names of the undersigned officers and directors in
the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any 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
<S>                               <C>                                         <C>
   /s/ John S. Simon              Chief Executive Officer and Director        April 3, 2001
--------------------------        (Principal Executive Officer)
   John S. Simon

   /s/ Sam Hedgpeth               Chief Financial Officer                     April 3, 2001
--------------------------        (Principal Financial and Accounting
   Sam Hedgpeth                   Officer)


   /s/ Peter R. Johnson           Chairman of the Board of Directors          April 3, 2001
--------------------------
   Peter R. Johnson


                                     II-4

<PAGE>

   /s/ Tania Amochaev             Director                                    April 3, 2001
--------------------------
   Tania Amochaev

   /s/ David A. Cole              Director                                    April 3, 2001
--------------------------
   David A. Cole

   /s/ John P. Dougall            Director                                    April 3, 2001
--------------------------
   John P. Dougall

   /s/ Philip Schlein             Director                                    April 3, 2001
--------------------------
   Philip Schlein

   /s/ Garen K. Staglin           Director                                    April 3, 2001
--------------------------
   Garen K. Staglin

   /s/ Garth Saloner              Director                                    April 3, 2001
--------------------------
   Garth Saloner
</TABLE>

                                     II-5

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                            SECURITIES ACT OF 1933

                                QRS CORPORATION




<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT
NUMBER             EXHIBIT
-------            -------
<S>                <C>
   4               Instruments Defining Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-21958 on
                   Form 8-A, as amended, together with the exhibits thereto,
                   which is incorporated herein by reference pursuant to Item
                   3(c) of this Registration Statement.
   5               Opinion and consent of Brobeck, Phleger & Harrison LLP.
   23.1            Consent of PricewaterhouseCoopers LLP, Independent
                   Accountants.
   23.2            Consent of Deloitte & Touche LLP, Independent Auditors.
   23.3            Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.
   24              Power of Attorney. Reference is made to page II-4 of this
                   Registration Statement.
   99.1            Tradeweave, Inc. 1999 Stock Option/Stock Issuance Plan.
   99.2            Tradeweave, Inc. Form of Stock Issuance Agreement.
   99.3            Tradeweave, Inc. Form of Notice of Grant of Stock Option and
                   Stock Option Agreement.
   99.4            Tradeweave, Inc. Form of Notice of Grant of Stock Option and
                   Stock Option Agreement (Installment Option).
   99.5            Form of Assumption Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2042323zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21112}]
{"company-data": {"conformed-name": "QRS CORP", "cik": "0000906551", "assigned-sic": "7370", "irs-number": "680102251", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58198", "film-number": "1594403"}, "business-address": {"street1": "1400 MARINA WAY SOUTH", "city": "RICHMOND", "state": "CA", "zip": "94804", "phone": "5102155000"}, "mail-address": {"street1": "1400 MARINA WAY SOUTH", "city": "RICHMOND", "state": "CA", "zip": "94804"}, "former-company": {"former-conformed-name": "QUICKRESPONSE SERVICES INC", "date-changed": "19930609"}}
As filed with the Securities and Exchange Commission on April 3, 2001

                                            Registration No. 333-____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

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

                                QRS CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                 68-0102251
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
              or  organization)

                             1400 MARINA WAY SOUTH
                           RICHMOND, CALIFORNIA 94804
              (Address of principal executive offices) (Zip Code)

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

             TRADEWEAVE, INC. 1999 STOCK OPTION/STOCK ISSUANCE PLAN
                           (Full title of the Plan)

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

                                 JOHN S. SIMON
                            CHIEF EXECUTIVE OFFICER
                                QRS CORPORATION
                              1400 MARINA WAY SOUTH
                           RICHMOND, CALIFORNIA 94804
                     (Name and address of agent for service)
                                 (510)215-5000
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                      Amount            Proposed Maximum   Proposed Maximum
Title of Securities to be                             To Be             Offering Price     Aggregate            Amount Of
        Registered                                    Registered(1)     Per Share (2)      Offering Price (2)   Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
Tradeweave, Inc. 1999 Stock Option/Stock Issuance
Plan, Common Stock, $0.001 par value...............   129,570 shares          $10.99           $1,423,974.30          $356.00
===================================================================================================================================
(1)      This Registration Statement shall also cover any additional shares of
         the Registrant's Common Stock which become issuable under the
         Tradeweave, Inc. 1999 Stock Option/Stock Issuance Plan by reason
         of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the Registrant's receipt of
         consideration which results in an increase in the number of the
         outstanding shares of Registrant's Common Stock.
(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 weighted
         average exercise price per share of the outstanding options.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         QRS Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

               a.   The Registrant's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 2000 filed with the
                    Commission on April 2, 2001;

               b.   The Registrant's Current Report on Form 8-K filed with the
                    Commission on February 15, 2001 for the period ended
                    February 9, 2001; and

               c.   The Registrant's Registration Statement No. 000-21958 on
                    Form 8-A, filed with the Commission on June 18, 1993
                    pursuant to Section 12(b) of the Securities Exchange
                    Act of 1934, as amended (the "1934 Act") in which the
                    terms, rights and provisions applicable to the Registrant's
                    Common Stock are described.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (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 de-registers 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. 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 of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is 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

         Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any person who
is, or is threatened to be made, a party to any threatened, pending or completed
legal action, suit or proceedings, whether civil, criminal, administrative or
investigative (other than action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors in an

                                     II-1
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
duty. Where an officer or director is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred.

         In accordance with the Delaware Law, the Registrant's certificate of
incorporation limits the liability of its directors to the maximum extent
permitted by law. Under Delaware law, the Registrant's directors will not be
personally liable for monetary damages, except for liability relating to (i) any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(ii) any acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) any unlawful payment of
dividends or unlawful stock purchases or redemptions, as provided in Section 174
of the Delaware General Corporation Law, or (iv) any transaction from which a
director derived an improper personal benefit.

         The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and may indemnify its other officers and employees 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 the indemnified parties. The Registrant's Bylaws also permit it to obtain
insurance on behalf of an officer, director or employee for liability arising
out of his or her actions in such capacity. The Registrant currently has
obtained such insurance on behalf of its directors and officers.

         The Registrant has entered into agreements to indemnify its directors
and executive officers, in addition to the indemnification to which they are
entitled under the Registrant's Bylaws. These agreements, among other things,
indemnify the Registrant's directors and executive 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
executive 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS
EXHIBIT
NUMBER             EXHIBIT
-------            -------
4               Instruments Defining Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-21958 on
                   Form 8-A, as amended, together with the exhibits thereto,
                   which is incorporated herein by reference pursuant to Item
                   3(c) of this Registration Statement.
   5               Opinion and consent of Brobeck, Phleger & Harrison LLP.
   23.1            Consent of PricewaterhouseCoopers LLP, Independent
                   Accountants.
   23.2            Consent of Deloitte & Touche LLP, Independent Auditors.
   23.3            Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.
   24              Power of Attorney. Reference is made to page II-4 of this
                   Registration Statement.
   99.1            Tradeweave, Inc. 1999 Stock Option/Stock Issuance Plan.
   99.2            Tradeweave, Inc. Form of Stock Issuance Agreement.
   99.3            Tradeweave, Inc. Form of Notice of Grant of Stock Option and
                   Stock Option Agreement.

                                     II-2
99.4             Tradeweave, Inc. Form of Notice of Grant of Stock Option and
                   Stock Option Agreement
                   (Installment Option).
  99.5             Form of Assumption Agreement.
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, as amended (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 clauses 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
Tradeweave, Inc. 1999 Stock Option/Stock Issuance 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
Commission, 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, 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-3
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 Richmond, State of California on this 3rd day
of April, 2001.

                     QRS CORPORATION

                     By:   /s/ John S. Simon
                           ------------------------------------------
                              John S. Simon, Chief Executive Officer

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of QRS Corporation, a
Delaware corporation, do hereby constitute and appoint John S. Simon, Chief
Executive Officer and Sam Hedgpeth, Chief Financial Officer, and
each 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 any one of them, determine
may be necessary or advisable or required to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality
of the foregoing power and authority, the powers granted include the power
and authority to sign the names of the undersigned officers and directors in
the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any 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 S. Simon              Chief Executive Officer and Director        April 3, 2001
--------------------------        (Principal Executive Officer)
   John S. Simon

   /s/ Sam Hedgpeth               Chief Financial Officer                     April 3, 2001
--------------------------        (Principal Financial and Accounting
   Sam Hedgpeth                   Officer)

   /s/ Peter R. Johnson           Chairman of the Board of Directors          April 3, 2001
--------------------------
   Peter R. Johnson

                                     II-4
/s/ Tania Amochaev             Director                                    April 3, 2001
--------------------------
   Tania Amochaev

   /s/ David A. Cole              Director                                    April 3, 2001
--------------------------
   David A. Cole

   /s/ John P. Dougall            Director                                    April 3, 2001
--------------------------
   John P. Dougall

   /s/ Philip Schlein             Director                                    April 3, 2001
--------------------------
   Philip Schlein

   /s/ Garen K. Staglin           Director                                    April 3, 2001
--------------------------
   Garen K. Staglin

   /s/ Garth Saloner              Director                                    April 3, 2001
--------------------------
   Garth Saloner
II-5
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                            SECURITIES ACT OF 1933

                                QRS CORPORATION
EXHIBIT INDEX
EXHIBIT
NUMBER             EXHIBIT
-------            -------
4               Instruments Defining Rights of Stockholders. Reference is
                   made to Registrant's Registration Statement No. 000-21958 on
                   Form 8-A, as amended, together with the exhibits thereto,
                   which is incorporated herein by reference pursuant to Item
                   3(c) of this Registration Statement.
   5               Opinion and consent of Brobeck, Phleger & Harrison LLP.
   23.1            Consent of PricewaterhouseCoopers LLP, Independent
                   Accountants.
   23.2            Consent of Deloitte & Touche LLP, Independent Auditors.
   23.3            Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.
   24              Power of Attorney. Reference is made to page II-4 of this
                   Registration Statement.
   99.1            Tradeweave, Inc. 1999 Stock Option/Stock Issuance Plan.
   99.2            Tradeweave, Inc. Form of Stock Issuance Agreement.
   99.3            Tradeweave, Inc. Form of Notice of Grant of Stock Option and
                   Stock Option Agreement.
   99.4            Tradeweave, Inc. Form of Notice of Grant of Stock Option and
                   Stock Option Agreement (Installment Option).
   99.5            Form of Assumption Agreement.