<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                           
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                                           
                               SOFTWARE ARTISTRY, INC.
                (Exact name of registrant as specified in its charter)
                                           
                         INDIANA                             35-1731589
               (State or other jurisdiction of           (I.R.S. Employer 
                incorporation or organization)            identification No.)

                             9449 PRIORITY WAY WEST DRIVE
                             INDIANAPOLIS, INDIANA  46240
                       (Address of principal executive offices)
                                           
                      SOFTWARE ARTISTRY, INC. AMENDED & RESTATED
                             INCENTIVE STOCK OPTION PLAN
                               (Full title of the Plan)
                                           
                     THOMAS E. VANNEMAN, Chief Financial Officer
                               Software Artistry, Inc.
                             9449 Priority Way West Drive
                               Indianapolis, IN  46240
                                    (317) 843-1663
 (Name, address and telephone number, including area code, of agent for service)
                                           
                                   with a copy to:
                                           
                                 O. WAYNE DAVIS, Esq.
                          Henderson, Daily, Withrow & DeVoe
                                2600 One Indiana Plaza
                               Indianapolis, IN  46204
                                    (317) 639-4121
                                           
                                           
<PAGE>

                           CALCULATION OF REGISTRATION FEE


                        Proposed                   Proposed
                        Maximum                    Maximum
Title of Securities     Amount       Offering      Aggregate      Amount of
to be Registered        to be        Price Per     Offering       Registration
                        Registered    Unit (1)     Price (1)      Fee

Common Stock,
no par value (2)       200,000       $13 11/16    $2,737,500       $830.00
                        shares

(1)  Pursuant to Rule 457(c) and (h)(1), the Registration Fee has been
calculated based on the average of the high and low prices per share of Common
Stock of Software Artistry, Inc. as reported by NASDAQ National Market System on
August 11, 1997.

(2)  The amount being registered represents the maximum number of shares of
Common Stock that may be issued by the Registrant upon the exercise of
additional options which may be granted under the Amended and Restated Incentive
Stock Option Plan (the "Plan") pursuant to the amendment to the Plan which
increased the number of shares available for issuance upon the exercise of stock
options under the Plan by 200,000 shares.  Pursuant to Rule 416, there are also
being registered additional shares of Common Stock as may become issuable
pursuant to the anti-dilution provisions of such plan.


                                   EXPLANATORY NOTE
                                           
     This Registration Statement relates to the amendment of the Plan to 
increase the number of shares available for issuance upon the exercise of 
stock options under the Plan from 1,875,000 to 2,075,000 (an increase of 
200,000 shares).  The content of the Registration Statement on Form S-8, 
Registration No. 33-90802 filed with the Securities and Exchange Commission 
on March 30, 1995 registering 1,875,000 shares is hereby incorporated by 
reference.

PART I--INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        Plan Information*

Item 2.        Information and Plan Annual Information.*

*  Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.


<PAGE>

PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference in this
Registration Statement and are deemed to be a part hereof from the date of
filing such documents by Software Artistry, Inc. (the "Corporation"):

     (a)  The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;

      (b)  The Corporation's Quarterly Report on Form 10-Q for the quarter 
June 30, 1997.

     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, as 
amended, prior to the filing of a post-effective amendment which indicates 
that all securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be a part hereof from the 
date of filing of such documents.  Any statement contained herein or in a 
document, all or a portion of which is incorporated by reference herein shall 
be deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained in any subsequently filed 
document which also is or is deemed to be incorporated by reference herein 
modifies or supersedes such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

                                           2

<PAGE>


ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 23-1-37-1--23-1-37-15 of the Indiana Business Corporation Law 
permits a corporation to indemnify directors and officers against liability 
incurred in certain proceedings if the individual's conduct was in good faith 
and the individual reasonably believed, in the case of conduct in the 
individual's official capacity, that such conduct was in the best interests 
of the corporation and, in all other cases, believed such conduct was at 
least not opposed to the best interests of the corporation.  If the 
proceeding is criminal, the individual must have had either (a) no reasonable 
cause to believe that such conduct was unlawful or (b) reasonable cause to 
believe the conduct was lawful.  The statute requires a corporation to 
indemnify an individual who is wholly successful in the defense of any such 
proceeding against reasonable expenses incurred by such individual, unless 
the Articles of Incorporation provide otherwise.  The corporation may pay for 
or reimburse the reasonable expenses incurred by a director or officer who is 
a party to a proceeding in advance of final disposition of the proceeding if 
certain conditions are satisfied.  Unless otherwise provided in Articles of 
Incorporation, a director or officer may apply for court ordered 
indemnification which will include reasonable expenses incurred to obtain the 
indemnification which will include reasonable expenses incurred to obtain the 
indemnification order if the court determines that the director is entitled 
to mandatory indemnification or that the director is fairly and reasonably 
entitled to indemnification in view of all the relevant circumstances.  
Except in the case of mandatory indemnification, a corporation may indemnify 
a director or officer only after it is determined that the individual meets 
the standard of conduct described above.  In addition, a corporation may also 
indemnify and advance expenses to an officer, whether or not a director, to 
the extent, consistent with public policy, that may be provided by its 
articles of incorporation, by-laws, general or specific action of its Board 
of Directors or Contract.  Section 23-1-37-14 of the Indiana Business 
Corporation Law empowers an Indiana corporation to purchase and maintain 
insurance on behalf of any director or officer against any liability asserted 
against, or incurred by, such individual in any such capacity or arising out 
of his or her status as such, whether or not the corporation would have had 
the power to indemnify against such liability.

     The Restated By-Laws of the Registrant require the Registrant to 
indemnify any person who is or was a director, officer or employee of the 
Registrant or agent of any other corporation, partnership, joint venture, 
trust or other enterprise (collectively, "Agent") against any and all 
liabilities and reasonable expense incurred by such person in connection with 
or resulting from any threatened, pending or completed action or proceeding, 
whether civil, criminal, administrative or investigative, by reason of the 
fact that such person is or was a director, officer or other employee of the 
Registrant or Agent, or is or was serving at the request of the Registrant as 
a director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, provided that it is determined: 
(i) that such person's conduct was in good faith; (ii) such person reasonably 
believed his conduct was in or not opposed to the best interests of the 
Registrant' and (iii) in the case of criminal proceedings, such person 

                                          3

<PAGE>

had no reasonable cause to believe his conduct was unlawful.  The Restated 
By-Laws of the Registrant also set forth that the directors of the Company 
shall be entitled to the fullest indemnification by the Company permitted 
under applicable law.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.

ITEM 8.        EXHIBITS.

EXHIBIT
NUMBER         DESCRIPTION
----------     ------------

5              Opinion of Counsel

10.1           Amended & Restated Incentive Stock Option Plan

23.1           Consent of Ernst & Young LLP

23.3           Legal Counsel Consent (Contained in Exhibit 5)



ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes (1)  to file, during 
any period in which offers or sales are being made, a post-effective 
amendment to this registration statement (i)  to include any prospectus 
required by Section 10(a)(3) of the Securities Act of 1933; (ii)  to reflect 
in the prospectus any facts or events arising after the effective date of the 
registration statement (or the most recent post-effective amendment thereof) 
which, individually or in the aggregate, represent a fundamental change in 
the information set forth in the registration statement; (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 clauses is contained in 
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of 
the Securities Exchange Act of 1934 that are incorporated by reference in the 
registration statement; (2) that, for the purpose of determining any 
liability under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at that time 
shall be deemed to be the initial bona fide offering thereof; 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 
offering.

                                           4

<PAGE>

     (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 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 
set forth in Item 6, the Plan 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 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.


                                      SIGNATURES
                                           
     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Indianapolis, State of Indiana on 
the 12th day of August 1997.

                                        SOFTWARE ARTISTRY, INC.
                                        By:  /s/ Thomas E. Vanneman
                                        -----------------------------------
                                        (Thomas E. Vanneman)
                                        Chief Financial Officer


                                  POWER OF ATTORNEY
                                           
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below under "SIGNATURES" constitutes and appoints W. Scott Webber, and Thomas 
Vanneman, his true and lawful attorneys-in-fact and agents, each acting 
alone, with full powers of substitution and resubstitution, for him and in 
his name, place and 

                                              5

<PAGE>

stead, in any and all capacities, to sign any or all amendments to this 
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 he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, each 
acting alone, or his substitute or substitutes, may lawfully do or cause to 
be done by virtue hereof.

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

/s/ W. Scott Webber              President, Chief Executive     August 14, 1997
- ----------------------------   Officer and Director
W. Scott Webber                  (PRINCIPAL EXECUTIVE OFFICER)


/s/ Thomas E. Vanneman           Chief Financial Officer and    August 14, 1997
- ----------------------------   Secretary
Thomas E. Vanneman               (CHIEF FINANCIAL OFFICER AND
                                 PRINCIPAL ACCOUNTING OFFICER)
               

/s/ Joseph A. Piscopo            Chairman of the Board          August 14, 1997
- ----------------------------   of Directors
Joseph A. Piscopo
               

/s/ Jerry Baker                  Director                       August 14, 1997
- ----------------------------
Jerry Baker
 

/s/ Lawrence W. Olson            Director                       August 14, 1997
- ----------------------------
Lawrence W. Olson
               

                                                6
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{"company-data": {"conformed-name": "SOFTWARE ARTISTRY INC", "cik": "0000862928", "assigned-sic": "7372", "irs-number": "351731589", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33923", "film-number": "97666306"}, "business-address": {"street1": "9449 PRIORITY WAY WEST DR", "city": "INDIANAPOLIS", "state": "IN", "zip": "46240", "phone": "3178431663"}, "mail-address": {"street1": "9449 PRIORITY WAY WEST DR", "city": "INDIANAPOLIS", "state": "IN", "zip": "46240"}}
SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                           
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                                           
                               SOFTWARE ARTISTRY, INC.
                (Exact name of registrant as specified in its charter)
                                           
                         INDIANA                             35-1731589
               (State or other jurisdiction of           (I.R.S. Employer 
                incorporation or organization)            identification No.)

                             9449 PRIORITY WAY WEST DRIVE
                             INDIANAPOLIS, INDIANA  46240
                       (Address of principal executive offices)
                                           
                      SOFTWARE ARTISTRY, INC. AMENDED & RESTATED
                             INCENTIVE STOCK OPTION PLAN
                               (Full title of the Plan)
                                           
                     THOMAS E. VANNEMAN, Chief Financial Officer
                               Software Artistry, Inc.
                             9449 Priority Way West Drive
                               Indianapolis, IN  46240
                                    (317) 843-1663
 (Name, address and telephone number, including area code, of agent for service)
                                           
                                   with a copy to:
                                           
                                 O. WAYNE DAVIS, Esq.
                          Henderson, Daily, Withrow & DeVoe
                                2600 One Indiana Plaza
                               Indianapolis, IN  46204
                                    (317) 639-4121
CALCULATION OF REGISTRATION FEE

                        Proposed                   Proposed
                        Maximum                    Maximum
Title of Securities     Amount       Offering      Aggregate      Amount of
to be Registered        to be        Price Per     Offering       Registration
                        Registered    Unit (1)     Price (1)      Fee

Common Stock,
no par value (2)       200,000       $13 11/16    $2,737,500       $830.00
                        shares

(1)  Pursuant to Rule 457(c) and (h)(1), the Registration Fee has been
calculated based on the average of the high and low prices per share of Common
Stock of Software Artistry, Inc. as reported by NASDAQ National Market System on
August 11, 1997.

(2)  The amount being registered represents the maximum number of shares of
Common Stock that may be issued by the Registrant upon the exercise of
additional options which may be granted under the Amended and Restated Incentive
Stock Option Plan (the "Plan") pursuant to the amendment to the Plan which
increased the number of shares available for issuance upon the exercise of stock
options under the Plan by 200,000 shares.  Pursuant to Rule 416, there are also
being registered additional shares of Common Stock as may become issuable
pursuant to the anti-dilution provisions of such plan.

                                   EXPLANATORY NOTE
                                           
     This Registration Statement relates to the amendment of the Plan to 
increase the number of shares available for issuance upon the exercise of 
stock options under the Plan from 1,875,000 to 2,075,000 (an increase of 
200,000 shares).  The content of the Registration Statement on Form S-8, 
Registration No. 33-90802 filed with the Securities and Exchange Commission 
on March 30, 1995 registering 1,875,000 shares is hereby incorporated by 
reference.

PART I--INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        Plan Information*

Item 2.        Information and Plan Annual Information.*

*  Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference in this
Registration Statement and are deemed to be a part hereof from the date of
filing such documents by Software Artistry, Inc. (the "Corporation"):

     (a)  The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;

      (b)  The Corporation's Quarterly Report on Form 10-Q for the quarter 
June 30, 1997.

     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, as 
amended, prior to the filing of a post-effective amendment which indicates 
that all securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be a part hereof from the 
date of filing of such documents.  Any statement contained herein or in a 
document, all or a portion of which is incorporated by reference herein shall 
be deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained in any subsequently filed 
document which also is or is deemed to be incorporated by reference herein 
modifies or supersedes such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

                                           2
ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 23-1-37-1--23-1-37-15 of the Indiana Business Corporation Law 
permits a corporation to indemnify directors and officers against liability 
incurred in certain proceedings if the individual's conduct was in good faith 
and the individual reasonably believed, in the case of conduct in the 
individual's official capacity, that such conduct was in the best interests 
of the corporation and, in all other cases, believed such conduct was at 
least not opposed to the best interests of the corporation.  If the 
proceeding is criminal, the individual must have had either (a) no reasonable 
cause to believe that such conduct was unlawful or (b) reasonable cause to 
believe the conduct was lawful.  The statute requires a corporation to 
indemnify an individual who is wholly successful in the defense of any such 
proceeding against reasonable expenses incurred by such individual, unless 
the Articles of Incorporation provide otherwise.  The corporation may pay for 
or reimburse the reasonable expenses incurred by a director or officer who is 
a party to a proceeding in advance of final disposition of the proceeding if 
certain conditions are satisfied.  Unless otherwise provided in Articles of 
Incorporation, a director or officer may apply for court ordered 
indemnification which will include reasonable expenses incurred to obtain the 
indemnification which will include reasonable expenses incurred to obtain the 
indemnification order if the court determines that the director is entitled 
to mandatory indemnification or that the director is fairly and reasonably 
entitled to indemnification in view of all the relevant circumstances.  
Except in the case of mandatory indemnification, a corporation may indemnify 
a director or officer only after it is determined that the individual meets 
the standard of conduct described above.  In addition, a corporation may also 
indemnify and advance expenses to an officer, whether or not a director, to 
the extent, consistent with public policy, that may be provided by its 
articles of incorporation, by-laws, general or specific action of its Board 
of Directors or Contract.  Section 23-1-37-14 of the Indiana Business 
Corporation Law empowers an Indiana corporation to purchase and maintain 
insurance on behalf of any director or officer against any liability asserted 
against, or incurred by, such individual in any such capacity or arising out 
of his or her status as such, whether or not the corporation would have had 
the power to indemnify against such liability.

     The Restated By-Laws of the Registrant require the Registrant to 
indemnify any person who is or was a director, officer or employee of the 
Registrant or agent of any other corporation, partnership, joint venture, 
trust or other enterprise (collectively, "Agent") against any and all 
liabilities and reasonable expense incurred by such person in connection with 
or resulting from any threatened, pending or completed action or proceeding, 
whether civil, criminal, administrative or investigative, by reason of the 
fact that such person is or was a director, officer or other employee of the 
Registrant or Agent, or is or was serving at the request of the Registrant as 
a director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, provided that it is determined: 
(i) that such person's conduct was in good faith; (ii) such person reasonably 
believed his conduct was in or not opposed to the best interests of the 
Registrant' and (iii) in the case of criminal proceedings, such person 

                                          3
had no reasonable cause to believe his conduct was unlawful.  The Restated 
By-Laws of the Registrant also set forth that the directors of the Company 
shall be entitled to the fullest indemnification by the Company permitted 
under applicable law.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.

ITEM 8.        EXHIBITS.

EXHIBIT
NUMBER         DESCRIPTION
----------     ------------

5              Opinion of Counsel

10.1           Amended & Restated Incentive Stock Option Plan

23.1           Consent of Ernst & Young LLP

23.3           Legal Counsel Consent (Contained in Exhibit 5)

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes (1)  to file, during 
any period in which offers or sales are being made, a post-effective 
amendment to this registration statement (i)  to include any prospectus 
required by Section 10(a)(3) of the Securities Act of 1933; (ii)  to reflect 
in the prospectus any facts or events arising after the effective date of the 
registration statement (or the most recent post-effective amendment thereof) 
which, individually or in the aggregate, represent a fundamental change in 
the information set forth in the registration statement; (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 clauses is contained in 
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of 
the Securities Exchange Act of 1934 that are incorporated by reference in the 
registration statement; (2) that, for the purpose of determining any 
liability under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at that time 
shall be deemed to be the initial bona fide offering thereof; 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 
offering.

                                           4
(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 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 
set forth in Item 6, the Plan 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 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.

                                      SIGNATURES
                                           
     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Indianapolis, State of Indiana on 
the 12th day of August 1997.

                                        SOFTWARE ARTISTRY, INC.
                                        By:  /s/ Thomas E. Vanneman
                                        -----------------------------------
                                        (Thomas E. Vanneman)
                                        Chief Financial Officer

                                  POWER OF ATTORNEY
                                           
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below under "SIGNATURES" constitutes and appoints W. Scott Webber, and Thomas 
Vanneman, his true and lawful attorneys-in-fact and agents, each acting 
alone, with full powers of substitution and resubstitution, for him and in 
his name, place and 

                                              5
stead, in any and all capacities, to sign any or all amendments to this 
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 he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, each 
acting alone, or his substitute or substitutes, may lawfully do or cause to 
be done by virtue hereof.

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

/s/ W. Scott Webber              President, Chief Executive     August 14, 1997
- ----------------------------   Officer and Director
W. Scott Webber                  (PRINCIPAL EXECUTIVE OFFICER)

/s/ Thomas E. Vanneman           Chief Financial Officer and    August 14, 1997
- ----------------------------   Secretary
Thomas E. Vanneman               (CHIEF FINANCIAL OFFICER AND
                                 PRINCIPAL ACCOUNTING OFFICER)
               

/s/ Joseph A. Piscopo            Chairman of the Board          August 14, 1997
- ----------------------------   of Directors
Joseph A. Piscopo
               

/s/ Jerry Baker                  Director                       August 14, 1997
- ----------------------------
Jerry Baker
 

/s/ Lawrence W. Olson            Director                       August 14, 1997
- ----------------------------
Lawrence W. Olson
               

                                                6