<PAGE>

         As filed with the Securities and Exchange Commission on August 23, 1996
                                                  Registration No. 333-
                                                                        --------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

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

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

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

         DELAWARE                                          77-0277772
(State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

                               1325 CHESAPEAKE TERRACE
                             SUNNYVALE, CALIFORNIA  94089
                 (Address of principal executive offices) (Zip Code)

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

                              ARBOR SOFTWARE CORPORATION
                        1995 STOCK OPTION/STOCK ISSUANCE PLAN
                               (Full title of the Plan)

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

                                  STEPHEN V. IMBLER
                            VICE PRESIDENT OF FINANCE AND
                               CHIEF FINANCIAL OFFICER
                              ARBOR SOFTWARE CORPORATION
                1325 CHESAPEAKE TERRACE, SUNNYVALE, CALIFORNIA  94089
                       (Name and address of agent for service)
                                    (408) 727-5800
            (Telephone number, including area code, of agent for service)

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

                           CALCULATION OF REGISTRATION FEE

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

<TABLE>
<CAPTION>

         Title of                                        Proposed Maximum         Proposed Maximum
        Securities                       Amount             Offering                 Aggregate            Amount of
          to be                           to be              Price                    Offering           Registration
        Registered                      Registered(1)       per Share(2)               Price(2)              Fee
        ----------                      ----------          ---------                  -----                 ---
<S>                                     <C>                 <C>                    <C>                   <C>
Options to purchase Common Stock        1,000,000              N/A                      N/A                  N/A

Common Stock, $0.001 par value          1,000,000            $39.75                $39,750,000             $13,707

</TABLE>

(1) This Registration Statement shall also cover any additional shares of
    Common Stock which become issuable under the 1995 Stock Option/Stock
    Issuance Plan by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without the receipt
    of consideration which results in an increase in the number of the
    outstanding shares of Common Stock of Arbor Software Corporation.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
    average of the high and low prices per share of Common Stock of Arbor
    Software Corporation, as reported by the Nasdaq National Market on August
    16, 1996.


<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

    (a)  The Registrant's report on Form 10-K for the fiscal year ended March
         31, 1996;

    (b)  The Registrant's report on Form 10-Q for the fiscal quarter ended June
         30, 1996; and

    (c)  The Registrant's Registration Statement No. 33-97098 on Form 8-A filed
         with the SEC on September 19, 1995 pursuant to Section 12 of the
         Securities Exchange Act of 1934, as amended (the "1934 Act"), in which
         there is described the terms, rights and provisions applicable to the
         Registrant's outstanding Common Stock.

    All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

    Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act.  The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law.  The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders.  This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law.  In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law.  The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.  The Registrant has
entered into Indemnification Agreements with its officers and directors.  The
Indemnification Agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.


                                         II-2

<PAGE>


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not Applicable.

Item 8.  EXHIBITS

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

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

    23.1           Consent of Price Waterhouse LLP, Independent Accountants.

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

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

    99.1           1995 Stock Option/Stock Issuance Plan.

    99.2           Form of Notice of Grant to be generally used in connection
                   with the 1995 Stock Option/Stock Issuance Plan (incorporated
                   by reference from Registration Statement No. 33-99022 on
                   Form S-8 filed with the SEC on November 7, 1995).

    99.3           Form of Stock Option Agreement to be generally used in
                   connection with the 1995 Stock Option/Stock Issuance Plan
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

    99.4           Addendum to Stock Option Agreement (Involuntary Termination)
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

    99.5           Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right) (incorporated by reference from
                   Registration Statement No. 33-99022 on Form S-8 filed with
                   the SEC on November 7, 1995).

    99.6           Form of Stock Issuance Agreement to be generally used in
                   connection with the 1995 Stock Option/Stock Issuance Plan
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

    99.7           Addendum to Stock Issuance Agreement (Involuntary
                   Termination) (incorporated by reference from Registration
                   Statement No. 33-99022 on Form S-8 filed with the SEC on
                   November 7, 1995).

    99.8           Form of Notice of Grant (Non-Employee Director - Initial
                   Grant) to be generally used in connection with the automatic
                   grant program of the 1995 Stock Option/Stock Issuance Plan
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

    99.9           Form of Notice of Grant (Non-Employee Director - Annual
                   Grant) to be generally used in connection with the automatic
                   grant program of the 1995 Stock Option/Stock Issuance Plan
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

    99.10          Form of Stock Option Agreement (Non-Employee Director) to be
                   generally used in connection with the automatic grant
                   program of the 1995 Stock Option/Stock Issuance Plan
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

Item 9.  UNDERTAKINGS

                   A.   The undersigned Registrant hereby undertakes:  (1) to
file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus
any facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this


                                         II-3

<PAGE>


Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1995
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 SEC, such indemnification is against public policy as expressed in the 1933
Act, and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.


                                         II-4

<PAGE>


                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sunnyvale, State of California on this
19th day of August, 1996.

                                            ARBOR SOFTWARE CORPORATION


                                            By:  /S/  James A. Dorrian
                                                 ------------------------
                                                 James A. Dorrian
                                                 President, Chief Executive
                                                 Officer and Director


                                  POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Arbor Software
Corporation, a Delaware corporation, do hereby constitute and appoint James A.
Dorrian and Stephen V. Imbler, and either of them, the lawful attorneys-in-fact
and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement.  Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof.  This Power of Attorney may be signed in several
counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


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

/s/  James A. Dorrian    President, Chief Executive Officer      August 19, 1996
- -----------------------  and Director
James A. Dorrian         (Principal Executive Officer)



/s/  Stephen V. Imbler   Vice President of Finance and           August 19, 1996
- -----------------------  Chief Financial Officer
Stephen V. Imbler        (Principal Financial and Accounting
                          Officer)


                                         II-5

<PAGE>


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

/s/  John T. Chambers             Director                      August 19, 1996
- -------------------------
John T. Chambers



/s/  Douglas M. Leone             Director                      August 19, 1996
- -------------------------
Douglas M. Leone



/s/  Mark W. Perry                Director                      August 19, 1996
- -------------------------
Mark W. Perry



/s/  Ann L. Winblad               Director                      August 19, 1996
- -------------------------
Ann L. Winblad


                                         II-6

<PAGE>
                                    EXHIBIT INDEX



Exhibit                                                           Sequentially
Number   Exhibit                                                  Numbered Page
- ------    -------                                                  -------------

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

23.1     Consent of Price Waterhouse LLP, Independent Accountants.

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

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

99.1     1995 Stock Option/Stock Issuance Plan.

99.2     Form of Notice of Grant to be generally used in connection
         with the 1995 Stock Option/Stock Issuance Plan (incorporated
         by reference from Registration Statement No. 33-99022 on
         Form S-8 filed with the SEC on November 7, 1995).

99.3     Form of Stock Option Agreement to be generally used in
         connection with the 1995 Stock Option/Stock Issuance Plan
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.4     Addendum to Stock Option Agreement (Involuntary Termination)
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.5     Addendum to Stock Option Agreement (Limited Stock
         Appreciation Right) (incorporated by reference from
         Registration Statement No. 33-99022 on Form S-8 filed with
         the SEC on November 7, 1995).

99.6     Form of Stock Issuance Agreement to be generally used in
         connection with the 1995 Stock Option/Stock Issuance Plan
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.7     Addendum to Stock Issuance Agreement (Involuntary Termination)
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.8     Form of Notice of Grant (Non-Employee Director - Initial
         Grant) to be generally used in connection with the automatic
         grant program of the 1995 Stock Option/Stock Issuance Plan
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.9     Form of Notice of Grant (Non-Employee Director - Annual
         Grant) to be generally used in connection with the automatic
         grant program of the 1995 Stock Option/Stock Issuance Plan
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.10    Form of Stock Option Agreement (Non-Employee Director)
         to be generally used in connection with the automatic grant
         program of the 1995 Stock Option/Stock Issuance Plan
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22073}]
{"company-data": {"conformed-name": "ARBOR SOFTWARE CORP", "cik": "0001001113", "assigned-sic": "7372", "irs-number": "770277772", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10697", "film-number": "96619686"}, "business-address": {"street1": "1325 CHESAPEAKE TERRACE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087275800"}, "mail-address": {"street1": "1325 CHESAPEAKE TERRACE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
As filed with the Securities and Exchange Commission on August 23, 1996
                                                  Registration No. 333-
                                                                        --------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

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

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

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

         DELAWARE                                          77-0277772
(State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

                               1325 CHESAPEAKE TERRACE
                             SUNNYVALE, CALIFORNIA  94089
                 (Address of principal executive offices) (Zip Code)

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

                              ARBOR SOFTWARE CORPORATION
                        1995 STOCK OPTION/STOCK ISSUANCE PLAN
                               (Full title of the Plan)

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

                                  STEPHEN V. IMBLER
                            VICE PRESIDENT OF FINANCE AND
                               CHIEF FINANCIAL OFFICER
                              ARBOR SOFTWARE CORPORATION
                1325 CHESAPEAKE TERRACE, SUNNYVALE, CALIFORNIA  94089
                       (Name and address of agent for service)
                                    (408) 727-5800
            (Telephone number, including area code, of agent for service)

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

                           CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Title of                                        Proposed Maximum         Proposed Maximum
        Securities                       Amount             Offering                 Aggregate            Amount of
          to be                           to be              Price                    Offering           Registration
        Registered                      Registered(1)       per Share(2)               Price(2)              Fee
        ----------                      ----------          ---------                  -----                 ---
Options to purchase Common Stock        1,000,000              N/A                      N/A                  N/A

Common Stock, $0.001 par value          1,000,000            $39.75                $39,750,000             $13,707
(1) This Registration Statement shall also cover any additional shares of
    Common Stock which become issuable under the 1995 Stock Option/Stock
    Issuance Plan by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without the receipt
    of consideration which results in an increase in the number of the
    outstanding shares of Common Stock of Arbor Software Corporation.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
    average of the high and low prices per share of Common Stock of Arbor
    Software Corporation, as reported by the Nasdaq National Market on August
    16, 1996.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

    (a)  The Registrant's report on Form 10-K for the fiscal year ended March
         31, 1996;

    (b)  The Registrant's report on Form 10-Q for the fiscal quarter ended June
         30, 1996; and

    (c)  The Registrant's Registration Statement No. 33-97098 on Form 8-A filed
         with the SEC on September 19, 1995 pursuant to Section 12 of the
         Securities Exchange Act of 1934, as amended (the "1934 Act"), in which
         there is described the terms, rights and provisions applicable to the
         Registrant's outstanding Common Stock.

    All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

    Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act.  The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law.  The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders.  This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law.  In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law.  The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.  The Registrant has
entered into Indemnification Agreements with its officers and directors.  The
Indemnification Agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.

                                         II-2
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not Applicable.

Item 8.  EXHIBITS

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

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

    23.1           Consent of Price Waterhouse LLP, Independent Accountants.

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

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

    99.1           1995 Stock Option/Stock Issuance Plan.

    99.2           Form of Notice of Grant to be generally used in connection
                   with the 1995 Stock Option/Stock Issuance Plan (incorporated
                   by reference from Registration Statement No. 33-99022 on
                   Form S-8 filed with the SEC on November 7, 1995).

    99.3           Form of Stock Option Agreement to be generally used in
                   connection with the 1995 Stock Option/Stock Issuance Plan
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

    99.4           Addendum to Stock Option Agreement (Involuntary Termination)
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

    99.5           Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right) (incorporated by reference from
                   Registration Statement No. 33-99022 on Form S-8 filed with
                   the SEC on November 7, 1995).

    99.6           Form of Stock Issuance Agreement to be generally used in
                   connection with the 1995 Stock Option/Stock Issuance Plan
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

    99.7           Addendum to Stock Issuance Agreement (Involuntary
                   Termination) (incorporated by reference from Registration
                   Statement No. 33-99022 on Form S-8 filed with the SEC on
                   November 7, 1995).

    99.8           Form of Notice of Grant (Non-Employee Director - Initial
                   Grant) to be generally used in connection with the automatic
                   grant program of the 1995 Stock Option/Stock Issuance Plan
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

    99.9           Form of Notice of Grant (Non-Employee Director - Annual
                   Grant) to be generally used in connection with the automatic
                   grant program of the 1995 Stock Option/Stock Issuance Plan
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

    99.10          Form of Stock Option Agreement (Non-Employee Director) to be
                   generally used in connection with the automatic grant
                   program of the 1995 Stock Option/Stock Issuance Plan
                   (incorporated by reference from Registration Statement No.
                   33-99022 on Form S-8 filed with the SEC on November 7,
                   1995).

Item 9.  UNDERTAKINGS

                   A.   The undersigned Registrant hereby undertakes:  (1) to
file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus
any facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this

                                         II-3
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1995
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 SEC, such indemnification is against public policy as expressed in the 1933
Act, and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                         II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sunnyvale, State of California on this
19th day of August, 1996.

                                            ARBOR SOFTWARE CORPORATION

                                            By:  /S/  James A. Dorrian
                                                 ------------------------
                                                 James A. Dorrian
                                                 President, Chief Executive
                                                 Officer and Director

                                  POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Arbor Software
Corporation, a Delaware corporation, do hereby constitute and appoint James A.
Dorrian and Stephen V. Imbler, and either of them, the lawful attorneys-in-fact
and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement.  Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof.  This Power of Attorney may be signed in several
counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

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

/s/  James A. Dorrian    President, Chief Executive Officer      August 19, 1996
- -----------------------  and Director
James A. Dorrian         (Principal Executive Officer)

/s/  Stephen V. Imbler   Vice President of Finance and           August 19, 1996
- -----------------------  Chief Financial Officer
Stephen V. Imbler        (Principal Financial and Accounting
                          Officer)

                                         II-5
Signature                          Title                              Date
- ---------                          -----                              ----

/s/  John T. Chambers             Director                      August 19, 1996
- -------------------------
John T. Chambers

/s/  Douglas M. Leone             Director                      August 19, 1996
- -------------------------
Douglas M. Leone

/s/  Mark W. Perry                Director                      August 19, 1996
- -------------------------
Mark W. Perry

/s/  Ann L. Winblad               Director                      August 19, 1996
- -------------------------
Ann L. Winblad

                                         II-6
EXHIBIT INDEX

Exhibit                                                           Sequentially
Number   Exhibit                                                  Numbered Page
- ------    -------                                                  -------------

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

23.1     Consent of Price Waterhouse LLP, Independent Accountants.

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

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

99.1     1995 Stock Option/Stock Issuance Plan.

99.2     Form of Notice of Grant to be generally used in connection
         with the 1995 Stock Option/Stock Issuance Plan (incorporated
         by reference from Registration Statement No. 33-99022 on
         Form S-8 filed with the SEC on November 7, 1995).

99.3     Form of Stock Option Agreement to be generally used in
         connection with the 1995 Stock Option/Stock Issuance Plan
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.4     Addendum to Stock Option Agreement (Involuntary Termination)
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.5     Addendum to Stock Option Agreement (Limited Stock
         Appreciation Right) (incorporated by reference from
         Registration Statement No. 33-99022 on Form S-8 filed with
         the SEC on November 7, 1995).

99.6     Form of Stock Issuance Agreement to be generally used in
         connection with the 1995 Stock Option/Stock Issuance Plan
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.7     Addendum to Stock Issuance Agreement (Involuntary Termination)
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.8     Form of Notice of Grant (Non-Employee Director - Initial
         Grant) to be generally used in connection with the automatic
         grant program of the 1995 Stock Option/Stock Issuance Plan
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.9     Form of Notice of Grant (Non-Employee Director - Annual
         Grant) to be generally used in connection with the automatic
         grant program of the 1995 Stock Option/Stock Issuance Plan
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).

99.10    Form of Stock Option Agreement (Non-Employee Director)
         to be generally used in connection with the automatic grant
         program of the 1995 Stock Option/Stock Issuance Plan
         (incorporated by reference from Registration Statement No.
         33-99022 on Form S-8 filed with the SEC on November 7, 1995).