<PAGE>

     As filed with the Securities and Exchange Commission on September 30, 1997
                                                  Registration No. 333-________
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                               ROSS SYSTEMS, INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

               CALIFORNIA                           94-2170198
        ------------------------        ------------------------------------
        (STATE OF INCORPORATION)        (I.R.S. EMPLOYER IDENTIFICATION NO.)

                             1100 Johnson Ferry Road
                                Atlanta, GA 30342
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
                        1991 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                            ------------------------
                                 Dennis V. Vohs
                            Chairman of the Board and
                             Chief Executive Officer

                               ROSS SYSTEMS, INC.
                             1100 Johnson Ferry Road
                                Atlanta, GA 30342
                                 (404) 851-1872
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                            ------------------------
                                    COPY TO:
                                 Robert B. Jack
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                            ------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                                PROPOSED       PROPOSED    
                                                MAXIMUM        MAXIMUM     
                                AMOUNT          OFFERING       AGGREGATE      AMOUNT OF
TITLE OF SECURITIES TO          TO BE            PRICE         OFFERING      REGISTRATION
   BE REGISTERED             REGISTERED(1)    PER SHARE(2)     PRICE(2)          FEE
<S>                           <C>              <C>             <C>             <C>
-------------------------------------------------------------------------------
Common Stock, no par value, 
 to be issued pursuant to
 Registrant's 1991 Employee 
 Stock Purchase Plan, 
 as amended:                    150,000         $3.041           $456,195      $138.24
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>
(1)  The shares covered by this Registration Statement represent shares of
     Common Stock which have become available for issuance under the
     Registrant's 1991 Employee Stock Purchase Plan as a result of an amendment
     approved by the shareholders at the Registrant's Annual Meeting held on
     November 20, 1996 increasing the number of shares authorized for issuance
     thereunder by 150,000.
(2)  Estimated pursuant to Rule 457 solely for the purpose of calculating the
     registration fee based on 85% of the average of high and low sales prices
     of Registrant's Common Stock as reported by the Nasdaq National Market
     System on September 29, 1997

<PAGE>

                               ROSS SYSTEMS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT



Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in this Registration 
Statement the following documents and information heretofore filed with the 
Securities and Exchange Commission:

          (a)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form 8-A filed March 22,
               1991;

          (b)  Current Report on Form 8-K filed August 19, 1997;

          (c)  Annual Report on Form 10-K for the fiscal year ended 
               June 30, 1997;


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

<PAGE>
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company has adopted provisions in its Articles of Incorporation and 
Bylaws that limit the liability of its directors.  As permitted by the 
California Corporations Code, directors will not be liable to the Company for 
monetary damages arising from a breach of their fiduciary duty as directors, 
including such conduct during a merger or tender offer, in certain 
circumstances.  Such limitation does not affect liability for any breach of a 
director's duty to the Company or its shareholders (i) with respect to 
approval by the director of any transaction from which he derives an improper 
personal benefit, (ii) with respect to acts or omissions involving an absence 
of good faith, that he believes to be contrary to the best interests of the 
Company or its shareholders, that involve intentional misconduct or a knowing 
and culpable violation of law, that constitute an unexcused pattern of 
inattention that amounts to an abdication of his duty to the Company or its 
shareholders in circumstances in which he was, or should have been aware, in 
the ordinary course of performing his duties, of a risk of serious injury to 
the Company or its shareholders, or (iii) based on transactions between the 
Company and its directors or another corporation with interrelated directors 
or based on improper distributions, loans or guarantees under applicable 
sections of the California Corporations Code.  Such limitation of liability 
also does not affect the availability of equitable remedies such as 
injunctive relief or rescission.

     Section 317 of the California Corporations Code authorizes a court to 
award, or a corporation's Board of Directors to grant, indemnity to officers 
and directors in terms sufficiently broad to permit such indemnification 
under certain circumstances for liabilities (including reimbursement for 
expenses incurred) arising under the Securities Act of 1933, as amended.  The 
Company's Articles of Incorporation authorize the Company to indemnify the 
Company's officers and directors.  The Company's Bylaws provide that the 
Company shall indemnify its directors and officers to the fullest extent 
permitted by California law, including circumstances in which indemnification 
is otherwise discretionary under California law.  The Company has entered 
into indemnification agreements with its officers and directors containing 
provisions which are in some respects broader than the specific 
indemnification provisions contained in the California Corporations Code.  
The indemnification agreements may require the Company, among other things, 
to indemnify them against certain liabilities that may arise by reason of 
their status or service as directors or officers, to advance their expenses 
incurred as a result of any proceeding against them as to which they could be 
indemnified, and to obtain directors' and officers' insurance if available on 
reasonable terms.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


                                     II-2
<PAGE>

Item 8.   EXHIBITS.

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

      5.1      Opinion of counsel as to legality of securities being registered.

     23.1      Consent of Coopers & Lybrand L.L.P., Independent Accountants.

     23.2      Consent of KPMG Peat Marwick LLP, Independent Auditors.

     23.3      Consent of KPMG, Independent Auditors.

     23.4      Consent of counsel (contained in Exhibit 5.1).

     24.1      Power of Attorney (see page II-6).


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 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.

          (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.

     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.


                                     II-3
<PAGE>

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



                                     II-4
<PAGE>
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant, Ross Systems, Inc., 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 Atlanta, State of 
Georgia, on September 29, 1997.

                                   ROSS SYSTEMS, INC.

                                   By:  /s/ DENNIS V. VOHS
                                      -----------------------------
                                        Dennis V. Vohs,
                                        Chairman of the Board and
                                        Chief Executive Officer



                                     II-5
<PAGE>

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Dennis V. Vohs and Stan F. 
Stoudenmire, jointly and severally, his attorneys-in-fact, each with the 
power of substitution, for him in any and all capacities to sign any 
amendments to this Registration Statement on Form S-8, and to file the same, 
with exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, hereby ratifying and confirming all that 
each of said attorneys-in-fact, or his substitute or substitutes, may 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.

<TABLE>
<CAPTION>

      Signature                          Title                                  Date
      ---------                          -----                                  ----
<S>                    <C>                                               <C>
/s/ DENNIS V. VOHS       Chairman of the Board and Chief Executive    
-----------------------  Officer (Principal Executive Officer)            September 29, 1997
(Dennis V. Vohs)         

/s/ STAN F. STOUDENMIRE  Vice President, Finance and   
-----------------------  Administration, Chief Financial                  September 29, 1997
(Stan F. Stoudenmire)    Officer (Principal Financial and  
                         Accounting Officer) and Secretary  
                           
/s/ MARIO M. ROSATI      Director                                         September 29, 1997
-----------------------   
(Mario M. Rosati)        

/s/ BRUCE J. RYAN        Director                                         September 29, 1997
-----------------------   
(Bruce J. Ryan)          

/s/ J. PATRICK TINLEY   President, Chief Operating Officer and Director   September 29, 1997
-----------------------   
(J. Patrick Tinley)      

</TABLE>

                                     II-6
<PAGE>

                               ROSS SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS


  EXHIBIT                  DESCRIPTION
    NO.    
  -------                  -----------
    
    5.1    Opinion of counsel as to legality of securities being registered.
   23.1    Consent of Coopers & Lybrand L.L.P., Independent Accountants.
   23.2    Consent of KPMG Peat Marwick LLP, Independent Auditors.
   23.3    Consent of KPMG, Independent Auditors
   23.4    Consent of counsel (contained in Exhibit 5.1).
   24.1    Power of Attorney (included in Registration Statement on page II-6).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15779}]
{"company-data": {"conformed-name": "ROSS SYSTEMS INC/CA", "cik": "0000873594", "assigned-sic": "7372", "irs-number": "942170198", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36745", "film-number": "97688469"}, "business-address": {"street1": "CONCOURSE CORPORATION CENTER 2", "street2": "2 CONCOURSE PARKWAY SUITE 800", "city": "ATLANTA", "state": "GA", "zip": "303028", "phone": "7703519800"}, "mail-address": {"street1": "CONCOURSE CORPORATION CENTER 2", "street2": "2 CONCOURSE PARKWAY SUITE 800", "city": "ATLANTA", "state": "GA", "zip": "303228"}}
As filed with the Securities and Exchange Commission on September 30, 1997
                                                  Registration No. 333-________
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                               ROSS SYSTEMS, INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

               CALIFORNIA                           94-2170198
        ------------------------        ------------------------------------
        (STATE OF INCORPORATION)        (I.R.S. EMPLOYER IDENTIFICATION NO.)

                             1100 Johnson Ferry Road
                                Atlanta, GA 30342
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
                        1991 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                            ------------------------
                                 Dennis V. Vohs
                            Chairman of the Board and
                             Chief Executive Officer

                               ROSS SYSTEMS, INC.
                             1100 Johnson Ferry Road
                                Atlanta, GA 30342
                                 (404) 851-1872
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                            ------------------------
                                    COPY TO:
                                 Robert B. Jack
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                            ------------------------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                                PROPOSED       PROPOSED    
                                                MAXIMUM        MAXIMUM     
                                AMOUNT          OFFERING       AGGREGATE      AMOUNT OF
TITLE OF SECURITIES TO          TO BE            PRICE         OFFERING      REGISTRATION
   BE REGISTERED             REGISTERED(1)    PER SHARE(2)     PRICE(2)          FEE
-------------------------------------------------------------------------------
Common Stock, no par value, 
 to be issued pursuant to
 Registrant's 1991 Employee 
 Stock Purchase Plan, 
 as amended:                    150,000         $3.041           $456,195      $138.24
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1)  The shares covered by this Registration Statement represent shares of
     Common Stock which have become available for issuance under the
     Registrant's 1991 Employee Stock Purchase Plan as a result of an amendment
     approved by the shareholders at the Registrant's Annual Meeting held on
     November 20, 1996 increasing the number of shares authorized for issuance
     thereunder by 150,000.
(2)  Estimated pursuant to Rule 457 solely for the purpose of calculating the
     registration fee based on 85% of the average of high and low sales prices
     of Registrant's Common Stock as reported by the Nasdaq National Market
     System on September 29, 1997
ROSS SYSTEMS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in this Registration 
Statement the following documents and information heretofore filed with the 
Securities and Exchange Commission:

          (a)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form 8-A filed March 22,
               1991;

          (b)  Current Report on Form 8-K filed August 19, 1997;

          (c)  Annual Report on Form 10-K for the fiscal year ended 
               June 30, 1997;

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the 1934 Act on or after the date of this Registration Statement 
and prior to the filing of a post-effective amendment which indicates that 
all securities offered have been sold or which deregisters all securities 
then remaining unsold shall be deemed to be incorporated by reference in this 
Registration Statement and to be 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 Company has adopted provisions in its Articles of Incorporation and 
Bylaws that limit the liability of its directors.  As permitted by the 
California Corporations Code, directors will not be liable to the Company for 
monetary damages arising from a breach of their fiduciary duty as directors, 
including such conduct during a merger or tender offer, in certain 
circumstances.  Such limitation does not affect liability for any breach of a 
director's duty to the Company or its shareholders (i) with respect to 
approval by the director of any transaction from which he derives an improper 
personal benefit, (ii) with respect to acts or omissions involving an absence 
of good faith, that he believes to be contrary to the best interests of the 
Company or its shareholders, that involve intentional misconduct or a knowing 
and culpable violation of law, that constitute an unexcused pattern of 
inattention that amounts to an abdication of his duty to the Company or its 
shareholders in circumstances in which he was, or should have been aware, in 
the ordinary course of performing his duties, of a risk of serious injury to 
the Company or its shareholders, or (iii) based on transactions between the 
Company and its directors or another corporation with interrelated directors 
or based on improper distributions, loans or guarantees under applicable 
sections of the California Corporations Code.  Such limitation of liability 
also does not affect the availability of equitable remedies such as 
injunctive relief or rescission.

     Section 317 of the California Corporations Code authorizes a court to 
award, or a corporation's Board of Directors to grant, indemnity to officers 
and directors in terms sufficiently broad to permit such indemnification 
under certain circumstances for liabilities (including reimbursement for 
expenses incurred) arising under the Securities Act of 1933, as amended.  The 
Company's Articles of Incorporation authorize the Company to indemnify the 
Company's officers and directors.  The Company's Bylaws provide that the 
Company shall indemnify its directors and officers to the fullest extent 
permitted by California law, including circumstances in which indemnification 
is otherwise discretionary under California law.  The Company has entered 
into indemnification agreements with its officers and directors containing 
provisions which are in some respects broader than the specific 
indemnification provisions contained in the California Corporations Code.  
The indemnification agreements may require the Company, among other things, 
to indemnify them against certain liabilities that may arise by reason of 
their status or service as directors or officers, to advance their expenses 
incurred as a result of any proceeding against them as to which they could be 
indemnified, and to obtain directors' and officers' insurance if available on 
reasonable terms.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                     II-2
Item 8.   EXHIBITS.

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

      5.1      Opinion of counsel as to legality of securities being registered.

     23.1      Consent of Coopers & Lybrand L.L.P., Independent Accountants.

     23.2      Consent of KPMG Peat Marwick LLP, Independent Auditors.

     23.3      Consent of KPMG, Independent Auditors.

     23.4      Consent of counsel (contained in Exhibit 5.1).

     24.1      Power of Attorney (see page II-6).

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 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.

          (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.

     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.

                                     II-3
C.   Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions, or otherwise, 
the registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as 
expressed in the Securities Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Securities Act and will be governed by the 
final adjudication of such issue.

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant, Ross Systems, Inc., 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 Atlanta, State of 
Georgia, on September 29, 1997.

                                   ROSS SYSTEMS, INC.

                                   By:  /s/ DENNIS V. VOHS
                                      -----------------------------
                                        Dennis V. Vohs,
                                        Chairman of the Board and
                                        Chief Executive Officer

                                     II-5
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Dennis V. Vohs and Stan F. 
Stoudenmire, jointly and severally, his attorneys-in-fact, each with the 
power of substitution, for him in any and all capacities to sign any 
amendments to this Registration Statement on Form S-8, and to file the same, 
with exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, hereby ratifying and confirming all that 
each of said attorneys-in-fact, or his substitute or substitutes, may 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.
Signature                          Title                                  Date
      ---------                          -----                                  ----
/s/ DENNIS V. VOHS       Chairman of the Board and Chief Executive    
-----------------------  Officer (Principal Executive Officer)            September 29, 1997
(Dennis V. Vohs)         

/s/ STAN F. STOUDENMIRE  Vice President, Finance and   
-----------------------  Administration, Chief Financial                  September 29, 1997
(Stan F. Stoudenmire)    Officer (Principal Financial and  
                         Accounting Officer) and Secretary  
                           
/s/ MARIO M. ROSATI      Director                                         September 29, 1997
-----------------------   
(Mario M. Rosati)        

/s/ BRUCE J. RYAN        Director                                         September 29, 1997
-----------------------   
(Bruce J. Ryan)          

/s/ J. PATRICK TINLEY   President, Chief Operating Officer and Director   September 29, 1997
-----------------------   
(J. Patrick Tinley)
II-6
ROSS SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

  EXHIBIT                  DESCRIPTION
    NO.    
  -------                  -----------
    
    5.1    Opinion of counsel as to legality of securities being registered.
   23.1    Consent of Coopers & Lybrand L.L.P., Independent Accountants.
   23.2    Consent of KPMG Peat Marwick LLP, Independent Auditors.
   23.3    Consent of KPMG, Independent Auditors
   23.4    Consent of counsel (contained in Exhibit 5.1).
   24.1    Power of Attorney (included in Registration Statement on page II-6).