<PAGE>

As filed with the Securities and Exchange Commission July 19, 1996
                                                    Registration No. 33-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                            FOURTH SHIFT CORPORATION
               (Exact name of issuer as specified in its charter)

          Minnesota                                       41-1437794
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                            7900 International Drive
                             Minneapolis, Minnesota                   55425     
                    (Address of Principal Executive Offices)       (Zip Code)   


               FOURTH SHIFT CORPORATION 1993 STOCK INCENTIVE PLAN
                            (Full title of the plan)

              DAVID G. LATZKE                             Copy to:
Vice President and Chief Financial Officer              Thomas Martin
         FOURTH SHIFT Corporation                   Dorsey & Whitney LLP
         7900 International Drive                  220 South Sixth Street
       Minneapolis, Minnesota  55425            Minneapolis, Minnesota  55402
  (Name and address of agent for service)              (612) 340-8706

                                 (612) 851-1500
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
  Title of                       Proposed         Proposed
Securities         Amount         Maximum          Maximum         Amount of
   to be           to be       Offering Price     Aggregate       Registration
Registered      Registered(1)   Per Share(2)   Offering Price(2)      Fee
- --------------  -------------  --------------  -----------------  ------------

Common Stock
$.01 par value   1,200,000         $6.50          $7,800,000        $2,690

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

(1)  The number of shares being registered represents the number of shares of 
Common Stock, in addition to 1,050,000 shares previously registered, which 
may be issued pursuant to the FOURTH SHIFT Corporation 1993 Stock Incentive 
Plan.

(2)  Estimated solely for the purpose of determining the registration fee, 
based upon the average of the high and low prices of the Common Stock as 
quoted on The Nasdaq National Market on July 15, 1996.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents, which have been filed by FOURTH SHIFT 
Corporation (the "Company") with the Securities and Exchange Commission, are 
incorporated by reference in this Registration Statemen6.50t, as of their 
respective dates:

        (a)    The Company's Annual Report on Form 10-K for the year ended 
December 31, 1995 and the Company's Quarterly Report on Form 10-Q for the 
quarter ended March 31, 1996;

        (b)    The description of capital stock contained in any registration 
statement or report filed under the Securities Exchange Act of 1934, 
including any amendment or report filed for the purpose of updating such 
description; and

        (c)    The Company's Registration Statements on Form S-8 (File Nos. 
33-68894, 33-80480 and 33-93756) relating to the Company's 1993 Stock 
Incentive Plan.


               All documents filed by the Company pursuant to Sections 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 
subsequent to the date hereof 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 remaining unsold, shall be deemed to be 
incorporated by reference herein and to be a part hereof from the respective 
dates of filing of such documents.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 302A.521 of the Minnesota Statutes requires, among 
other things, the indemnification of persons made or threatened to be made a 
party to a proceeding by reason of acts or omissions performed in their 
official capacity as an officer, director, employee or agent of the 
corporation against judgments, penalties and fines (including attorneys' 
fees) if such person is not otherwise indemnified, acted in good faith, 
received no improper benefit, believed that such conduct was in the best 
interests of the corporation, and, in the case of criminal proceedings, had 
no reason to believe the conduct was unlawful.  In addition, Section 
302A.521, subd. 3, requires payment by the corporation, upon written request, 
or reasonable expenses in advance of final disposition in certain instances.  
A decision as to required indemnification is made by a disinterested majority 
of the Board of Directors present at a meeting at which a disinterested 
quorum is present, or by a designated committee of the Board, by special 
legal counsel, by the shareholders or by a court.  The bylaws of the Company 
provide that the Company shall indemnify such persons, for such liabilities, 
in such manner, under such circumstances, and to such extent as permitted by 
Section 302A.521, as now enacted or hereafter amended.  This indemnification 
may include indemnification for liabilities arising under the Securities Act 
of 1933.

                                       2

<PAGE>




Item 8.  EXHIBITS.

            Exhibit Number                         Description
            --------------                         -----------

                 4.1       FOURTH SHIFT CORPORATION 1993 STOCK INCENTIVE PLAN,
                           as amended (incorporated by reference to Exhibit
                           10.3 to the Company's Annual Report on Form 10-K for
                           the year ended December 31, 1995).

                 5         Opinion of Dorsey & Whitney LLP.

                 24.1      Consent of Arthur Andersen LLP.


                 24.2      Consent of Dorsey & Whitney LLP (included in Exhibit
                           5 above).

                 25        Power of Attorney (included in the signature page to
                           this Registration Statement).

Item 9.  UNDERTAKINGS.

               A.   POST-EFFECTIVE AMENDMENTS

               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 subparagraphs (i) and (ii) above will not apply if 
the information required to be included in a post-effective amendment by 
those subparagraphs 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 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.

               (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.

                                       3

<PAGE>



               B.   SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE

                    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.   CLAIMS FOR INDEMNIFICATION

                    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 indemnification 
provisions described herein, 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.

                                       4

<PAGE>

                                   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 Minneapolis, State of Minnesota, on 
this 16th day of July, 1996.

                                  FOURTH SHIFT CORPORATION


                                  By:  /s/ MARION MELVIN STUCKEY
                                       --------------------------
                                           Marion Melvin Stuckey
                                           Chairman and Chief Executive Officer


                              POWER OF ATTORNEY

               The officers and directors of FOURTH SHIFT Corporation, whose 
signatures appear below, hereby constitute and appoint Marion Melvin Stuckey 
and David Latzke, and each of them (with full power to each of them to act 
alone), the true and lawful attorney-in-fact to sign and execute on behalf of 
the undersigned, any amendment or amendments to this Registration Statement 
of FOURTH SHIFT Corporation, and each of the undersigned does hereby ratify 
and confirm all that said attorneys shall do or cause to be done by virtue 
thereof.

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

           Name                         Title
           ----                         -----


 /s/ MARION MELVIN STUCKEY   Chairman, Chief Executive          July 16, 1996
- --------------------------     Officer and Director (PRINCIPAL
Marion Melvin Stuckey          EXECUTIVE OFFICER)

 /s/ JIMMIE H. CALDWELL      President, Chief Operating         July 16, 1996
- --------------------------     Officer and Director
Jimmie H. Caldwell

 /s/ DAVID G. LATZKE         Vice President and Chief           July 16, 1996
- --------------------------     Financial Officer (PRINCIPAL
David G. Latzke                FINANCIAL OFFICER)

 /s/ NICHOLAS J. VASSALLO    Controller (PRINCIPAL              July 16, 1996
- --------------------------     ACCOUNTING OFFICER)
Nicholas J. Vassallo

 /s/ MICHAEL J. ADAMS        Director                           July 16, 1996
- --------------------------
Michael J. Adams

 /s/ DAVID J. ALLIO          Director                           July 16, 1996
- --------------------------
David J. Allio

 /s/ TONY J. CHRISTIANSON    Director                           July 16, 1996
- --------------------------
Tony J. Christianson

 /s/ ROBERT M. PRICE         Director                           July 16, 1996
- --------------------------
Robert M. Price


 /s/ PORTIA ISAACSON         Director                           July 16, 1996
- --------------------------
Portia Isaacson

                                      5


<PAGE>

                                  EXHIBIT INDEX


Exhibit Number         Description                                        Page
- --------------         -----------                                        ----

     4.1      FOURTH SHIFT CORPORATION 1993 STOCK INCENTIVE PLAN, as
              amended (incorporated by reference to Exhibit 10.3 to the
              Company's Annual Report on Form 10-K for the year ended
              December 31, 1995).

     5        Opinion of Dorsey & Whitney LLP. . . . . . . . . . . . . . . . 7

     24.1     Consent of Arthur Andersen LLP . . . . . . . . . . . . . . . . 8

     24.2     Consent of Dorsey & Whitney LLP (included in Exhibit 5 above).

     25       Power of Attorney (included in the signature page to this
              Registration Statement).

                                      6
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15347}]
{"company-data": {"conformed-name": "FOURTH SHIFT CORP", "cik": "0000905724", "assigned-sic": "7372", "irs-number": "411437794", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08507", "film-number": "96597021"}, "business-address": {"street1": "7900 INTERNATIONAL DR", "street2": "STE 450", "city": "MINNEAPOLIS", "state": "MN", "zip": "55425", "phone": "6128511500"}, "mail-address": {"street1": "7900 INTERNATIONAL DR", "street2": "STE 450", "city": "MINNEAPOLIS", "state": "MN", "zip": "55425"}}
As filed with the Securities and Exchange Commission July 19, 1996
                                                    Registration No. 33-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                            FOURTH SHIFT CORPORATION
               (Exact name of issuer as specified in its charter)

          Minnesota                                       41-1437794
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                            7900 International Drive
                             Minneapolis, Minnesota                   55425     
                    (Address of Principal Executive Offices)       (Zip Code)   

               FOURTH SHIFT CORPORATION 1993 STOCK INCENTIVE PLAN
                            (Full title of the plan)

              DAVID G. LATZKE                             Copy to:
Vice President and Chief Financial Officer              Thomas Martin
         FOURTH SHIFT Corporation                   Dorsey & Whitney LLP
         7900 International Drive                  220 South Sixth Street
       Minneapolis, Minnesota  55425            Minneapolis, Minnesota  55402
  (Name and address of agent for service)              (612) 340-8706

                                 (612) 851-1500
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
  Title of                       Proposed         Proposed
Securities         Amount         Maximum          Maximum         Amount of
   to be           to be       Offering Price     Aggregate       Registration
Registered      Registered(1)   Per Share(2)   Offering Price(2)      Fee
- --------------  -------------  --------------  -----------------  ------------

Common Stock
$.01 par value   1,200,000         $6.50          $7,800,000        $2,690

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

(1)  The number of shares being registered represents the number of shares of 
Common Stock, in addition to 1,050,000 shares previously registered, which 
may be issued pursuant to the FOURTH SHIFT Corporation 1993 Stock Incentive 
Plan.

(2)  Estimated solely for the purpose of determining the registration fee, 
based upon the average of the high and low prices of the Common Stock as 
quoted on The Nasdaq National Market on July 15, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents, which have been filed by FOURTH SHIFT 
Corporation (the "Company") with the Securities and Exchange Commission, are 
incorporated by reference in this Registration Statemen6.50t, as of their 
respective dates:

        (a)    The Company's Annual Report on Form 10-K for the year ended 
December 31, 1995 and the Company's Quarterly Report on Form 10-Q for the 
quarter ended March 31, 1996;

        (b)    The description of capital stock contained in any registration 
statement or report filed under the Securities Exchange Act of 1934, 
including any amendment or report filed for the purpose of updating such 
description; and

        (c)    The Company's Registration Statements on Form S-8 (File Nos. 
33-68894, 33-80480 and 33-93756) relating to the Company's 1993 Stock 
Incentive Plan.

               All documents filed by the Company pursuant to Sections 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 
subsequent to the date hereof 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 remaining unsold, shall be deemed to be 
incorporated by reference herein and to be a part hereof from the respective 
dates of filing of such documents.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 302A.521 of the Minnesota Statutes requires, among 
other things, the indemnification of persons made or threatened to be made a 
party to a proceeding by reason of acts or omissions performed in their 
official capacity as an officer, director, employee or agent of the 
corporation against judgments, penalties and fines (including attorneys' 
fees) if such person is not otherwise indemnified, acted in good faith, 
received no improper benefit, believed that such conduct was in the best 
interests of the corporation, and, in the case of criminal proceedings, had 
no reason to believe the conduct was unlawful.  In addition, Section 
302A.521, subd. 3, requires payment by the corporation, upon written request, 
or reasonable expenses in advance of final disposition in certain instances.  
A decision as to required indemnification is made by a disinterested majority 
of the Board of Directors present at a meeting at which a disinterested 
quorum is present, or by a designated committee of the Board, by special 
legal counsel, by the shareholders or by a court.  The bylaws of the Company 
provide that the Company shall indemnify such persons, for such liabilities, 
in such manner, under such circumstances, and to such extent as permitted by 
Section 302A.521, as now enacted or hereafter amended.  This indemnification 
may include indemnification for liabilities arising under the Securities Act 
of 1933.

                                       2
Item 8.  EXHIBITS.

            Exhibit Number                         Description
            --------------                         -----------

                 4.1       FOURTH SHIFT CORPORATION 1993 STOCK INCENTIVE PLAN,
                           as amended (incorporated by reference to Exhibit
                           10.3 to the Company's Annual Report on Form 10-K for
                           the year ended December 31, 1995).

                 5         Opinion of Dorsey & Whitney LLP.

                 24.1      Consent of Arthur Andersen LLP.

                 24.2      Consent of Dorsey & Whitney LLP (included in Exhibit
                           5 above).

                 25        Power of Attorney (included in the signature page to
                           this Registration Statement).

Item 9.  UNDERTAKINGS.

               A.   POST-EFFECTIVE AMENDMENTS

               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 subparagraphs (i) and (ii) above will not apply if 
the information required to be included in a post-effective amendment by 
those subparagraphs 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 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.

               (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.

                                       3
B.   SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE

                    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.   CLAIMS FOR INDEMNIFICATION

                    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 indemnification 
provisions described herein, 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.

                                       4
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 Minneapolis, State of Minnesota, on 
this 16th day of July, 1996.

                                  FOURTH SHIFT CORPORATION

                                  By:  /s/ MARION MELVIN STUCKEY
                                       --------------------------
                                           Marion Melvin Stuckey
                                           Chairman and Chief Executive Officer

                              POWER OF ATTORNEY

               The officers and directors of FOURTH SHIFT Corporation, whose 
signatures appear below, hereby constitute and appoint Marion Melvin Stuckey 
and David Latzke, and each of them (with full power to each of them to act 
alone), the true and lawful attorney-in-fact to sign and execute on behalf of 
the undersigned, any amendment or amendments to this Registration Statement 
of FOURTH SHIFT Corporation, and each of the undersigned does hereby ratify 
and confirm all that said attorneys shall do or cause to be done by virtue 
thereof.

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

           Name                         Title
           ----                         -----

 /s/ MARION MELVIN STUCKEY   Chairman, Chief Executive          July 16, 1996
- --------------------------     Officer and Director (PRINCIPAL
Marion Melvin Stuckey          EXECUTIVE OFFICER)

 /s/ JIMMIE H. CALDWELL      President, Chief Operating         July 16, 1996
- --------------------------     Officer and Director
Jimmie H. Caldwell

 /s/ DAVID G. LATZKE         Vice President and Chief           July 16, 1996
- --------------------------     Financial Officer (PRINCIPAL
David G. Latzke                FINANCIAL OFFICER)

 /s/ NICHOLAS J. VASSALLO    Controller (PRINCIPAL              July 16, 1996
- --------------------------     ACCOUNTING OFFICER)
Nicholas J. Vassallo

 /s/ MICHAEL J. ADAMS        Director                           July 16, 1996
- --------------------------
Michael J. Adams

 /s/ DAVID J. ALLIO          Director                           July 16, 1996
- --------------------------
David J. Allio

 /s/ TONY J. CHRISTIANSON    Director                           July 16, 1996
- --------------------------
Tony J. Christianson

 /s/ ROBERT M. PRICE         Director                           July 16, 1996
- --------------------------
Robert M. Price

 /s/ PORTIA ISAACSON         Director                           July 16, 1996
- --------------------------
Portia Isaacson

                                      5
EXHIBIT INDEX

Exhibit Number         Description                                        Page
- --------------         -----------                                        ----

     4.1      FOURTH SHIFT CORPORATION 1993 STOCK INCENTIVE PLAN, as
              amended (incorporated by reference to Exhibit 10.3 to the
              Company's Annual Report on Form 10-K for the year ended
              December 31, 1995).

     5        Opinion of Dorsey & Whitney LLP. . . . . . . . . . . . . . . . 7

     24.1     Consent of Arthur Andersen LLP . . . . . . . . . . . . . . . . 8

     24.2     Consent of Dorsey & Whitney LLP (included in Exhibit 5 above).

     25       Power of Attorney (included in the signature page to this
              Registration Statement).

                                      6