================================================================================
As filed with the Securities and
Exchange Commission on March 29, 2000                 Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         MDSI MOBILE DATA SOLUTIONS INC.
             (Exact name of Registrant as specified in its charter)

          Canada                                        Not Applicable
 ------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                            135-10551 Shellbridge Way
                           Richmond, British Columbia,
                                 Canada V6X 2W9
                     Address of Principal Executive Offices

             MDSI Mobile Data Solutions Inc. 1999 Stock Option Plan
               MDSI Mobile Data Solutions Inc. Stock Purchase Plan
                           (Full titles of the plans)

                       Evergreen Corporate Services, Inc.
                              31635 36th Avenue SW
                          Federal Way, Washington 98023
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (253) 874-2949
              (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of              Amount to        Proposed Maximum Offering       Proposed Maximum Aggregate        Amount of
Securities to be Registered(1)    be Registered           Price Per Share                  Offering Price          Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                      <C>                              <C>                         <C>
Common Shares subject to        2,065,034 shares         US$ 12.92 (2)(4)                  US$26,680,239               US$7,044
outstanding options under the
1999 Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to      34,966 shares            US$64.00 (3)                     US$2,237,824                US$591
outstanding options under the
1999 Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Common Shares issuable under     100,000 shares            US$64.00 (3)                   US$6,400,000 (3)             US$1,670
the  MDSI Stock Purchase Plan
------------------------------------------------------------------------------------------------------------------------------------
Total                            2,200,000 shares                                          US$ 35,318,063              US$9,305
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     Plans described herein.
(2)  Based on the  average  exercise  price of  options  granted  under the MDSI
     Mobile Data  Solutions  Inc. 1999 Stock Option Plan  outstanding  as of the
     date of the filing of this registration statement.
(3)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the  Registrant's  common  shares on March 23, 2000,  as
     quoted on the Nasdaq National Market, which was US$63.66 per share.
(4)  U.S.  dollar  amounts are  calculated  based on the noon buying rate in New
     York City for cable transfers  payable in Canadian dollars as certified for
     customs purposes by the Federal Reserve Bank of New York on March 20, 2000.
     On such date the noon buying rate was Cdn.$ 1.00=US$ 0.6801.

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

<PAGE>

This  registration  statement on Form S-8 registers  common shares,  without par
value, of MDSI Mobile Data Solutions Inc. (the  "Registrant")  previously issued
or to be issued  pursuant to the exercise of options or rights granted under the
Registrant's 1999 Stock Option Plan and MDSI Stock Purchase Plan.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The  Registrant's  latest Annual Report on Form 10-K filed  pursuant to
     Section  13(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
     "Exchange Act"), for the Company's fiscal year ended December 31, 1998.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
     Exchange Act since the filing of the Form 10-K, as amended,  referred to in
     (a) above.

     (c) The  description  of the  Registrant's  Common  Stock  set forth in the
     Registration  Statement  on Form  8-A  filed  by the  Registrant  with  the
     Securities and Exchange Commission on November 7, 1996, under Section 12(g)
     of the  Exchange  Act,  including  any  amendment  or report  filed for the
     purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  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  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable

Item 5.  Interests of Named Experts and Counsel.

None

Item 6.  Indemnification of Directors and Officers.

The  By-laws of the  Registrant  provide  that,  subject to the Canada  Business
Corporation  Act (the  "CBCA"),  the  Registrant  shall  indemnify a director or
officer of the  Registrant,  a former director of officer of the Registrant or a
person who acts or acted at the Registrant's request as a director or officer of
a body  corporate of which the  Registrant is or was a shareholder  or creditor,
and his heirs and legal representatives, against all costs, charges and expenses
reasonably incurred by him in respect of certain actions or proceedings to which
he is made a party  by  reason  of his  office,  if he meets  certain  specified
standards  of  conduct  and  shall  also  indemnify  any  such  person  in  such
circumstances as the CBCA or law permits or requires.

Under the CBCA, except in respect of an action by or on behalf of the Registrant
to procure a judgment in its favor,  the  Registrant  may indemnify a present or
former  director  or  officer  or a person  who  acts or acted at the  Company's
request as a director or officer of another  corporation of which the Registrant
is or was a shareholder  or creditor,  and his heirs and legal  representatives,
against all costs,  charges and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect to any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party by  reason of his  position  with the  Registrant  and  provided  that the
director  or officer  acted  honestly  and in good faith with a view to the best
interests of the Registrant,  and, in the case of a criminal,  or administrative
action or  proceeding  that is enforced by a monetary  penalty,  has  reasonable
grounds for believing that his conduct was lawful.  Such  indemnification may be
made in connection with a derivative action only with court approval. A director
or officer is entitled to  indemnification  from the  Registrant  as a matter of
right  if he was  substantially  successful  on the  merits  and  fulfilled  the
conditions set forth above.



                                      II-1
<PAGE>

The Registrant  maintains  Directors' and Officers'  Liability Insurance for its
Directors.

Item 7.  Exemption from Registration Claimed.

Not Applicable

Item 8.  Exhibits.

  Exhibit
   Number       Exhibit
 ---------      -------
   4.1          The MDSI Mobile Data Solutions Inc. 1999 Stock Option Plan.
   4.2          The MDSI Mobile Data Solutions Inc. Stock Purchase Plan.
   5.1          Opinion of Reid & Company
  23.1          Consent of Deloitte & Touche
  23.2          Consent of Reid & Company (Included in Exhibit 5.1)
  24.1          Power of Attorney (See page II-5 of this registration statement)


Item 9.  Undertakings.

     (4)  The undersigned Registrant hereby undertakes:

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

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

     (7)  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 change in volume and price represents no more than
          20% change in the maximum  aggregate  offering  price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement;

     (8)  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
registration statement is on Form S-3, Form S-8, or Form F-3 and 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 Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

     (9)  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.



                                      II-2
<PAGE>

     (10) 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.

     (11) 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 Section 15(d)
          of the  Exchange  Act,  (and,  where  applicable,  each  filing  of an
          employee benefit plan's annual report pursuant to section 15(d) of the
          Exchange Act) that is  incorporated  by reference in the  registration
          statement shall be deemed to be a new registration  statement relating
          to the securities offered therein, and the offering of such securities
          at that  time  shall be deemed to be the  initial  bona fide  offering
          thereof.

     (12) 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 of whether such indemnification
          by it is against  public  policy as  expressed  in the Act and will be
          governed by the final adjudication of such issue.









                                      II-3

<PAGE>

                                   SIGNATURES

     The Registrant. 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 Richmond,  Province of British Columbia, on this
29th day of March, 2000.

                                   MDSI MOBILE DATA SOLUTIONS INC.


                                   By: /s/ Kenneth R. Miller
                                      ------------------------------------------
                                      Kenneth R. Miller, Chief Executive Officer

















                                      II-4
<PAGE>

                                POWER OF ATTORNEY

     Each person whose  signature  appears below  constitutes  and appoints Erik
Dysthe,   Kenneth  R.  Miller  and  Verne  D.  Pecho,   or  any  of  them,   his
attorney-in-fact,  with  the  power  of  substitution,  for  them in any and all
capacities,  to sign any amendments to this registration statement,  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 said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.

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

Signature                        Title                           Date
---------                        -----                           ----


/s/ Kenneth R. Miller
---------------------------
Kenneth R. Miller                Chief Executive Officer and     March 29, 2000
                                 Director
                                 (Principal Executive Officer)


/s/ Robert G. Cruickshank
---------------------------
Robert G. Cruickshank            President, Chief Operating      March 29, 2000
                                 Officer and Director

/s/ Verne D. Pecho
---------------------------
Verne D. Pecho                   Vice-President, Finance and     March 29, 2000
                                 Administration and Chief
                                 Financial Officer (Principal
                                 Financial Officer and
                                 Accounting Officer)


/s/ Erik Dysthe
---------------------------
Erik Dysthe                      Chairman of the Board and       March 29, 2000
                                 Director


/s/ Gerald F. Chew
---------------------------
Gerald F. Chew                   Director (Authorized U.S.       March 29, 2000
                                 Representative)


/s/ Bruno Ducharme
---------------------------
Bruno Ducharme                   Director                        March 29, 2000


/s/ Robert C. Harris, Jr.
---------------------------
Robert C. Harris, Jr.            Director                        March 29, 2000


/s/ Terrence P. McGarty
---------------------------
Terrence P. McGarty              Director                        March 29, 2000


/s/ Marc Rochefort
---------------------------
Marc Rochefort                   Director                        March 29, 2000


/s/ John T. McLennan
---------------------------
John T. McLennan                 Director                        March 28, 2000




                                      II-5
<PAGE>


                                  EXHIBIT INDEX

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

 4.1         The MDSI Mobile Data Solutions Inc.
                1999 Stock Option Plan.
 4.2         The MDSI Mobile Data Solutions Inc.
                Stock Purchase Plan.
 5.1         Opinion of Reid & Company
23.1         Consent of Deloitte & Touche
23.2         Consent of Reid & Company
                (Included in Exhibit 5.1)










                                      II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18478}]
{"company-data": {"conformed-name": "MDSI MOBILE DATA SOLUTIONS INC /CAN/", "cik": "0000935497", "assigned-sic": "7372", "irs-number": "000000000", "state-of-incorporation": "A1", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33528", "film-number": "583481"}, "business-address": {"street1": "12071 SHELLBRIDGE WAY", "street2": "STE 135", "city": "RICHMOND B C", "state": "A1", "zip": "00000", "phone": "6042709939"}, "mail-address": {"street1": "12071 SHELLBRIDGE WAY", "street2": "STE 135", "city": "RICHMOND BC", "state": "A1", "zip": "00000"}}
================================================================================
As filed with the Securities and
Exchange Commission on March 29, 2000                 Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         MDSI MOBILE DATA SOLUTIONS INC.
             (Exact name of Registrant as specified in its charter)

          Canada                                        Not Applicable
 ------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                            135-10551 Shellbridge Way
                           Richmond, British Columbia,
                                 Canada V6X 2W9
                     Address of Principal Executive Offices

             MDSI Mobile Data Solutions Inc. 1999 Stock Option Plan
               MDSI Mobile Data Solutions Inc. Stock Purchase Plan
                           (Full titles of the plans)

                       Evergreen Corporate Services, Inc.
                              31635 36th Avenue SW
                          Federal Way, Washington 98023
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (253) 874-2949
              (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of              Amount to        Proposed Maximum Offering       Proposed Maximum Aggregate        Amount of
Securities to be Registered(1)    be Registered           Price Per Share                  Offering Price          Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to        2,065,034 shares         US$ 12.92 (2)(4)                  US$26,680,239               US$7,044
outstanding options under the
1999 Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to      34,966 shares            US$64.00 (3)                     US$2,237,824                US$591
outstanding options under the
1999 Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Common Shares issuable under     100,000 shares            US$64.00 (3)                   US$6,400,000 (3)             US$1,670
the  MDSI Stock Purchase Plan
------------------------------------------------------------------------------------------------------------------------------------
Total                            2,200,000 shares                                          US$ 35,318,063              US$9,305
------------------------------------------------------------------------------------------------------------------------------------
(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     Plans described herein.
(2)  Based on the  average  exercise  price of  options  granted  under the MDSI
     Mobile Data  Solutions  Inc. 1999 Stock Option Plan  outstanding  as of the
     date of the filing of this registration statement.
(3)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the  Registrant's  common  shares on March 23, 2000,  as
     quoted on the Nasdaq National Market, which was US$63.66 per share.
(4)  U.S.  dollar  amounts are  calculated  based on the noon buying rate in New
     York City for cable transfers  payable in Canadian dollars as certified for
     customs purposes by the Federal Reserve Bank of New York on March 20, 2000.
     On such date the noon buying rate was Cdn.$ 1.00=US$ 0.6801.

================================================================================
This  registration  statement on Form S-8 registers  common shares,  without par
value, of MDSI Mobile Data Solutions Inc. (the  "Registrant")  previously issued
or to be issued  pursuant to the exercise of options or rights granted under the
Registrant's 1999 Stock Option Plan and MDSI Stock Purchase Plan.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The  Registrant's  latest Annual Report on Form 10-K filed  pursuant to
     Section  13(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
     "Exchange Act"), for the Company's fiscal year ended December 31, 1998.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
     Exchange Act since the filing of the Form 10-K, as amended,  referred to in
     (a) above.

     (c) The  description  of the  Registrant's  Common  Stock  set forth in the
     Registration  Statement  on Form  8-A  filed  by the  Registrant  with  the
     Securities and Exchange Commission on November 7, 1996, under Section 12(g)
     of the  Exchange  Act,  including  any  amendment  or report  filed for the
     purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  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  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable

Item 5.  Interests of Named Experts and Counsel.

None

Item 6.  Indemnification of Directors and Officers.

The  By-laws of the  Registrant  provide  that,  subject to the Canada  Business
Corporation  Act (the  "CBCA"),  the  Registrant  shall  indemnify a director or
officer of the  Registrant,  a former director of officer of the Registrant or a
person who acts or acted at the Registrant's request as a director or officer of
a body  corporate of which the  Registrant is or was a shareholder  or creditor,
and his heirs and legal representatives, against all costs, charges and expenses
reasonably incurred by him in respect of certain actions or proceedings to which
he is made a party  by  reason  of his  office,  if he meets  certain  specified
standards  of  conduct  and  shall  also  indemnify  any  such  person  in  such
circumstances as the CBCA or law permits or requires.

Under the CBCA, except in respect of an action by or on behalf of the Registrant
to procure a judgment in its favor,  the  Registrant  may indemnify a present or
former  director  or  officer  or a person  who  acts or acted at the  Company's
request as a director or officer of another  corporation of which the Registrant
is or was a shareholder  or creditor,  and his heirs and legal  representatives,
against all costs,  charges and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect to any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party by  reason of his  position  with the  Registrant  and  provided  that the
director  or officer  acted  honestly  and in good faith with a view to the best
interests of the Registrant,  and, in the case of a criminal,  or administrative
action or  proceeding  that is enforced by a monetary  penalty,  has  reasonable
grounds for believing that his conduct was lawful.  Such  indemnification may be
made in connection with a derivative action only with court approval. A director
or officer is entitled to  indemnification  from the  Registrant  as a matter of
right  if he was  substantially  successful  on the  merits  and  fulfilled  the
conditions set forth above.

                                      II-1
The Registrant  maintains  Directors' and Officers'  Liability Insurance for its
Directors.

Item 7.  Exemption from Registration Claimed.

Not Applicable

Item 8.  Exhibits.

  Exhibit
   Number       Exhibit
 ---------      -------
   4.1          The MDSI Mobile Data Solutions Inc. 1999 Stock Option Plan.
   4.2          The MDSI Mobile Data Solutions Inc. Stock Purchase Plan.
   5.1          Opinion of Reid & Company
  23.1          Consent of Deloitte & Touche
  23.2          Consent of Reid & Company (Included in Exhibit 5.1)
  24.1          Power of Attorney (See page II-5 of this registration statement)

Item 9.  Undertakings.

     (4)  The undersigned Registrant hereby undertakes:

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

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

     (7)  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 change in volume and price represents no more than
          20% change in the maximum  aggregate  offering  price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement;

     (8)  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
registration statement is on Form S-3, Form S-8, or Form F-3 and 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 Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

     (9)  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.

                                      II-2
(10) 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.

     (11) 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 Section 15(d)
          of the  Exchange  Act,  (and,  where  applicable,  each  filing  of an
          employee benefit plan's annual report pursuant to section 15(d) of the
          Exchange Act) that is  incorporated  by reference in the  registration
          statement shall be deemed to be a new registration  statement relating
          to the securities offered therein, and the offering of such securities
          at that  time  shall be deemed to be the  initial  bona fide  offering
          thereof.

     (12) 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 of whether such indemnification
          by it is against  public  policy as  expressed  in the Act and will be
          governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

     The Registrant. 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 Richmond,  Province of British Columbia, on this
29th day of March, 2000.

                                   MDSI MOBILE DATA SOLUTIONS INC.

                                   By: /s/ Kenneth R. Miller
                                      ------------------------------------------
                                      Kenneth R. Miller, Chief Executive Officer

                                      II-4
POWER OF ATTORNEY

     Each person whose  signature  appears below  constitutes  and appoints Erik
Dysthe,   Kenneth  R.  Miller  and  Verne  D.  Pecho,   or  any  of  them,   his
attorney-in-fact,  with  the  power  of  substitution,  for  them in any and all
capacities,  to sign any amendments to this registration statement,  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 said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.

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

Signature                        Title                           Date
---------                        -----                           ----

/s/ Kenneth R. Miller
---------------------------
Kenneth R. Miller                Chief Executive Officer and     March 29, 2000
                                 Director
                                 (Principal Executive Officer)

/s/ Robert G. Cruickshank
---------------------------
Robert G. Cruickshank            President, Chief Operating      March 29, 2000
                                 Officer and Director

/s/ Verne D. Pecho
---------------------------
Verne D. Pecho                   Vice-President, Finance and     March 29, 2000
                                 Administration and Chief
                                 Financial Officer (Principal
                                 Financial Officer and
                                 Accounting Officer)

/s/ Erik Dysthe
---------------------------
Erik Dysthe                      Chairman of the Board and       March 29, 2000
                                 Director

/s/ Gerald F. Chew
---------------------------
Gerald F. Chew                   Director (Authorized U.S.       March 29, 2000
                                 Representative)

/s/ Bruno Ducharme
---------------------------
Bruno Ducharme                   Director                        March 29, 2000

/s/ Robert C. Harris, Jr.
---------------------------
Robert C. Harris, Jr.            Director                        March 29, 2000

/s/ Terrence P. McGarty
---------------------------
Terrence P. McGarty              Director                        March 29, 2000

/s/ Marc Rochefort
---------------------------
Marc Rochefort                   Director                        March 29, 2000

/s/ John T. McLennan
---------------------------
John T. McLennan                 Director                        March 28, 2000

                                      II-5
EXHIBIT INDEX

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

 4.1         The MDSI Mobile Data Solutions Inc.
                1999 Stock Option Plan.
 4.2         The MDSI Mobile Data Solutions Inc.
                Stock Purchase Plan.
 5.1         Opinion of Reid & Company
23.1         Consent of Deloitte & Touche
23.2         Consent of Reid & Company
                (Included in Exhibit 5.1)

                                      II-6