SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                          LIGHTNING ROD SOFTWARE, INC.
             (Exact Name of Registrant as Specified in its Charter)


         Delaware                                        41-1614808
  (State or Other Juris-                                (I.R.S. Employer
 diction of Incorporation                            Identification Number)
    or Organization)

                            7301 Ohms Lane, Suite 600
                             Edina, Minnesota 55439
              (Address of Principal Executive Office and Zip Code)



                             2000 Stock Option Plan;
           Nonqualified Stock Option Agreements dated April 30, 2000;
        Shares to be Issued under Stock Option Plans of Acquired Company
                            (Full Title of the Plan)

                                 Willem J. Ellis
                             Chief Executive Officer
                          Lightning Rod Software, Inc.
                            7301 Ohms Lane, Suite 600
                             Edina, Minnesota 55439
                                 (952) 837-4000
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)


                                   Copies to:
                              David C. Grorud, Esq.
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================== ==================== ====================== ====================== ======================
                                                                             Proposed
                                                  Proposed Maximum            Maximum
   Title of Securities        Amount to be         Offering Price            Aggregate              Amount of
    to be Registered          Registered(1)           Per Share           Offering Price        Registration Fee
========================== ==================== ====================== ====================== ======================
<S>                          <C>                       <C>                  <C>                     <C>
   Options to Purchase
 Common Stock under the
        2000 Plan              Indefinite              $ 0.00                 $ 0.00                 $ 0.00

  Common Stock issuable
upon exercise of options
 granted under the 2000
          Plan               750,000 shares            $1.6875(2)           $1,265,625(2)           $ 335.00

  Common Stock issuable
upon exercise of options
under 4/30/00 Agreements     109,400 shares             $9.62               $1,052,975              $ 277.99

  Common Stock issuable
upon exercise of options
 under Plans of Acquired
         Company             189,525 shares             $9.698              $1,838,014              $ 485.24

         TOTAL:                                                                                     $1,098.23
========================== ==================== ====================== ====================== ======================
</TABLE>


(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein and any additional securities which may become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee and based upon the average of the high and low
         prices of the Registrant's Common Stock on November 2, 2000.


<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c) below:

                  (a)      The Registrant's latest annual report filed pursuant
                           to Section 13(a) or 15(d) of the Securities Exchange
                           Act of 1934, or either (I) the latest prospectus
                           filed pursuant to Rule 424(b) under the Securities
                           Act of 1933 that contains audited financial
                           statements for the Registrant's latest fiscal year
                           for which such statements have been filed or (II) the
                           Registrant's effective registration statement on Form
                           10 or 10-SB filed under the Securities Exchange Act
                           of 1934 containing audited financial statements for
                           the Registrant's latest fiscal year;

                  (b)      All other reports filed pursuant to Section 13(a) or
                           15(d) of the Securities Exchange Act of 1934 since
                           the end of the fiscal year covered by the Registrant
                           document referred to in (a) above;

                  (c)      If the class of securities to be offered is
                           registered under Section 12 of the Securities
                           Exchange Act of 1934, the description of such class
                           of securities contained in a registration statement
                           filed under such Act, including any amendment or
                           report filed for the purpose of updating such
                           description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.           Description of Securities.

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  The General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, in any criminal proceeding, if such person had
no reasonable cause to believe his conduct was unlawful, provided that, in the

<PAGE>

case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances. The Registrant's Certificate of Incorporation
provides that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by the General Corporation Law of Delaware.

         The Registrant's Certificate of Incorporation also provides that no
director shall be liable to the Registrant or its stockholders for monetary
damages for breach of his fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of Delaware or (iv) for any transaction in which the
director derived an improper personal benefit.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  5        Opinion and Consent of Fredrikson & Byron, P.A.
                           relating to the legality of securities under the
                           Plans and Agreements.

                  23.1     Consent of Fredrikson & Byron, P.A. -- included in
                           their opinion filed as Exhibit 5.

                  23.2     Consent of PricewaterhouseCoopers LLP.

                  24       Power of Attorney from certain directors.

Item 9.           Undertakings.

                  (a)      The undersigned Registrant hereby undertakes:

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

                                    (i) To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                                    (ii) To reflect in the prospectus any facts
                                    or events arising after the effective date
                                    of the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represents a fundamental change in the
                                    information set forth in the Registration
                                    Statement;


<PAGE>

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

                                    Provided, however, that paragraphs (a)(1)(i)
                                    and (a)(1)(ii) do not apply if the
                                    information required to be included in a
                                    post-effective amendment by those paragraphs
                                    is contained in periodic reports filed by
                                    the Registrant pursuant to Section 13 or
                                    Section 15(d) of the Securities Exchange Act
                                    of 1934 that are incorporated by reference
                                    in the Registration Statement.

                           (2) That, for the purposes of determining any
                           liability under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           Registration Statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                           (3) To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
                  the Securities Act of 1933 may be permitted to directors,
                  officers and controlling persons of the Registrant pursuant to
                  the foregoing provisions, or otherwise, the Registrant has
                  been advised that in the opinion of the Securities and
                  Exchange Commission such indemnification is against public
                  policy as expressed in the Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by

<PAGE>

                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by final adjudication of such issue.




                                   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 Edina and State of Minnesota, on the 3rd day of
November, 2000.


                              LIGHTNING ROD SOFTWARE, INC.
                              (the "Registrant")



                              By       /w/ Willem J. Ellis
                                   Willem J. Ellis, Chief Executive Officer




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



                               (Power of Attorney)

         Each of the undersigned constitutes and appoints Willem J. Ellis and
Thomas J. Patin his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Lightning Rod Software, Inc. relating to the 2000
Stock Option Plan, the Nonqualified Stock Option Agreements dated April 30,
2000, and the Stock Option Plans of an acquired company, and any or all
amendments or post-effective amendments to the Form S-8 Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

    Signature                       Title                            Date


/s/ Willem Ellis             Chief Executive Officer and        November 3, 2000
Willem J. Ellis              director (principal executive
                             officer)

/s/ Jeffrey D. Skie          Chief Financial Officer            November 3, 2000
Jeffrey D. Skie              (principal financial and
                             accounting officer)


/s/ Thomas J. Patin          Director                           November 3, 2000
Thomas J. Patin


/s/  Tomas F. Madison        Director                           November 3, 2000
Thomas F. Madison


/s/ James E. Ousley          Director                           November 3, 2000
James E. Ousley


/s/ Sven A. Wehrwein         Director                           November 3, 2000
Sven A. Wehrwein


<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                          LIGHTNING ROD SOFTWARE, INC.

                         Form S-8 Registration Statement



                                  EXHIBIT INDEX


Exhibit
Number                 Exhibit Description

 5                Opinion and Consent of counsel
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 FOR 2000 STOCK OPTION PLAN", "secsgml_size_bytes": 18172}]
{"company-data": {"conformed-name": "LIGHTNING ROD SOFTWARE INC", "cik": "0000866283", "assigned-sic": "7372", "irs-number": "411614808", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49426", "film-number": "754409"}, "business-address": {"street1": "7301 OHMS LANE", "street2": "SUITE 600", "city": "MINNEAPOLIS", "state": "MN", "zip": "55439", "phone": "6128374000"}, "mail-address": {"street1": "7301 OHMS LANE", "street2": "SUITE 600", "city": "MINNEAPOLIS", "state": "MN", "zip": "55439"}, "former-company": {"former-conformed-name": "CE SOFTWARE HOLDINGS INC", "date-changed": "19930328"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                          LIGHTNING ROD SOFTWARE, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                                        41-1614808
  (State or Other Juris-                                (I.R.S. Employer
 diction of Incorporation                            Identification Number)
    or Organization)

                            7301 Ohms Lane, Suite 600
                             Edina, Minnesota 55439
              (Address of Principal Executive Office and Zip Code)

                             2000 Stock Option Plan;
           Nonqualified Stock Option Agreements dated April 30, 2000;
        Shares to be Issued under Stock Option Plans of Acquired Company
                            (Full Title of the Plan)

                                 Willem J. Ellis
                             Chief Executive Officer
                          Lightning Rod Software, Inc.
                            7301 Ohms Lane, Suite 600
                             Edina, Minnesota 55439
                                 (952) 837-4000
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                              David C. Grorud, Esq.
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402

                         CALCULATION OF REGISTRATION FEE
========================== ==================== ====================== ====================== ======================
                                                                             Proposed
                                                  Proposed Maximum            Maximum
   Title of Securities        Amount to be         Offering Price            Aggregate              Amount of
    to be Registered          Registered(1)           Per Share           Offering Price        Registration Fee
========================== ==================== ====================== ====================== ======================
Options to Purchase
 Common Stock under the
        2000 Plan              Indefinite              $ 0.00                 $ 0.00                 $ 0.00

  Common Stock issuable
upon exercise of options
 granted under the 2000
          Plan               750,000 shares            $1.6875(2)           $1,265,625(2)           $ 335.00

  Common Stock issuable
upon exercise of options
under 4/30/00 Agreements     109,400 shares             $9.62               $1,052,975              $ 277.99

  Common Stock issuable
upon exercise of options
 under Plans of Acquired
         Company             189,525 shares             $9.698              $1,838,014              $ 485.24

         TOTAL:                                                                                     $1,098.23
========================== ==================== ====================== ====================== ======================
(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein and any additional securities which may become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee and based upon the average of the high and low
         prices of the Registrant's Common Stock on November 2, 2000.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c) below:

                  (a)      The Registrant's latest annual report filed pursuant
                           to Section 13(a) or 15(d) of the Securities Exchange
                           Act of 1934, or either (I) the latest prospectus
                           filed pursuant to Rule 424(b) under the Securities
                           Act of 1933 that contains audited financial
                           statements for the Registrant's latest fiscal year
                           for which such statements have been filed or (II) the
                           Registrant's effective registration statement on Form
                           10 or 10-SB filed under the Securities Exchange Act
                           of 1934 containing audited financial statements for
                           the Registrant's latest fiscal year;

                  (b)      All other reports filed pursuant to Section 13(a) or
                           15(d) of the Securities Exchange Act of 1934 since
                           the end of the fiscal year covered by the Registrant
                           document referred to in (a) above;

                  (c)      If the class of securities to be offered is
                           registered under Section 12 of the Securities
                           Exchange Act of 1934, the description of such class
                           of securities contained in a registration statement
                           filed under such Act, including any amendment or
                           report filed for the purpose of updating such
                           description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.           Description of Securities.

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  The General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, in any criminal proceeding, if such person had
no reasonable cause to believe his conduct was unlawful, provided that, in the
case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances. The Registrant's Certificate of Incorporation
provides that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by the General Corporation Law of Delaware.

         The Registrant's Certificate of Incorporation also provides that no
director shall be liable to the Registrant or its stockholders for monetary
damages for breach of his fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of Delaware or (iv) for any transaction in which the
director derived an improper personal benefit.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  5        Opinion and Consent of Fredrikson & Byron, P.A.
                           relating to the legality of securities under the
                           Plans and Agreements.

                  23.1     Consent of Fredrikson & Byron, P.A. -- included in
                           their opinion filed as Exhibit 5.

                  23.2     Consent of PricewaterhouseCoopers LLP.

                  24       Power of Attorney from certain directors.

Item 9.           Undertakings.

                  (a)      The undersigned Registrant hereby undertakes:

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

                                    (i) To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                                    (ii) To reflect in the prospectus any facts
                                    or events arising after the effective date
                                    of the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represents a fundamental change in the
                                    information set forth in the Registration
                                    Statement;
(iii) To include any material information
                                    with respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

                                    Provided, however, that paragraphs (a)(1)(i)
                                    and (a)(1)(ii) do not apply if the
                                    information required to be included in a
                                    post-effective amendment by those paragraphs
                                    is contained in periodic reports filed by
                                    the Registrant pursuant to Section 13 or
                                    Section 15(d) of the Securities Exchange Act
                                    of 1934 that are incorporated by reference
                                    in the Registration Statement.

                           (2) That, for the purposes of determining any
                           liability under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           Registration Statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                           (3) To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
                  the Securities Act of 1933 may be permitted to directors,
                  officers and controlling persons of the Registrant pursuant to
                  the foregoing provisions, or otherwise, the Registrant has
                  been advised that in the opinion of the Securities and
                  Exchange Commission such indemnification is against public
                  policy as expressed in the Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by final adjudication of such issue.

                                   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 Edina and State of Minnesota, on the 3rd day of
November, 2000.

                              LIGHTNING ROD SOFTWARE, INC.
                              (the "Registrant")

                              By       /w/ Willem J. Ellis
                                   Willem J. Ellis, Chief Executive Officer

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

                               (Power of Attorney)

         Each of the undersigned constitutes and appoints Willem J. Ellis and
Thomas J. Patin his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Lightning Rod Software, Inc. relating to the 2000
Stock Option Plan, the Nonqualified Stock Option Agreements dated April 30,
2000, and the Stock Option Plans of an acquired company, and any or all
amendments or post-effective amendments to the Form S-8 Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

    Signature                       Title                            Date

/s/ Willem Ellis             Chief Executive Officer and        November 3, 2000
Willem J. Ellis              director (principal executive
                             officer)

/s/ Jeffrey D. Skie          Chief Financial Officer            November 3, 2000
Jeffrey D. Skie              (principal financial and
                             accounting officer)

/s/ Thomas J. Patin          Director                           November 3, 2000
Thomas J. Patin

/s/  Tomas F. Madison        Director                           November 3, 2000
Thomas F. Madison

/s/ James E. Ousley          Director                           November 3, 2000
James E. Ousley

/s/ Sven A. Wehrwein         Director                           November 3, 2000
Sven A. Wehrwein
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          LIGHTNING ROD SOFTWARE, INC.

                         Form S-8 Registration Statement

                                  EXHIBIT INDEX

Exhibit
Number                 Exhibit Description

 5                Opinion and Consent of counsel
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)