As filed with the Securities and Exchange                  Registration No. 333-
  Commission on December 26, 2001
================================================================================
--------------------------------------------------------------------------------


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             INFOWAVE SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

  British Columbia, Canada                                98-0183915
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                            200-4664 Lougheed Highway
                    Burnaby, British Columbia, Canada V5C 5T5
                     Address of Principal Executive Offices

                    Infowave Software, Inc. Stock Option Plan
                    -----------------------------------------
                            (Full title of the plan)

                                 CT Corporation System
                                     1633 Broadway
                                   New York, NY 10019
                                   ------------------
                        (Name and address of agent for service)

                                     (212) 664-1666
             (Telephone number, including area code, of agent for service)


<TABLE>
                                                 CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                                 Proposed Maximum        Proposed Maximum
     Title of Each Class of               Amount to            Offering Price Per      Aggregate Offering         Amount of
 Securities to be Registered(1)         be Registered               Share(4)                  Price           Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                          <C>                   <C>                     <C>
Common Shares subject to               3,558,890 shares             $1.76(2)              $6,263,646.40           $1,497.01
outstanding options
---------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to            390,211 shares              $0.95(3)               $370,700.45             $88.60
outstanding options
---------------------------------------------------------------------------------------------------------------------------------
Total                                  3,949,101 shares                                   $6,634,346.85           $1,585.61
=================================================================================================================================
</TABLE>

(1) Common Shares, without par value, offered by the registrant, pursuant to the
Plan described herein.

(2) Based on the average  exercise  price of options  granted under the Infowave
Software,  Inc.  Stock Option Plan  outstanding  as of the date of the filing of
this registration statement.

(3) The proposed  maximum offering price per share and the registration fee were
calculated  in  accordance  with rule 457(c) and (h) based on the average of the
bid and asked prices for shares of the  registrant's  common  shares on December
19, 2001,  as quoted by The Toronto  Stock  Exchange,  which was  Cdn.$1.50  per
share.

(4) U.S. dollar amounts are calculated based on the noon buying rate in New York
City for cable  transfers  payable in Canadian  dollars as certified for customs
purposes by the Federal  Reserve Bank of New York on December 19, 2001.  On such
date the noon buying rate was Cdn.$1.00 = US$1.5743.

Pursuant to Rule 429, the documents  constituting  a prospectus  with respect to
this registration  statement constitute a combined prospectus which also relates
to the Company's Form S-8 shares  issuable upon the exercise of options  granted
under  certain  other  plans,  which  shares were  previously  registered  under
Registration Statement No. 333-11260 and Registration Statement No. 333-39582.

--------------------------------------------------------------------------------
================================================================================

<PAGE>

                      REGISTRATION OF ADDITIONAL SECURITIES

     Pursuant to General Instruction E, this Registration  Statement on Form S-8
is filed by Infowave  Software,  Inc.  (the  "Company")  to register  additional
securities  under the  Infowave  Software,  Inc.  Stock Option Plan (the "Plan")
covered the Company's Registration Statements on Form S-8 (No. 333-11260 and No.
333-39582) . The additional  securities are to be issued  pursuant to amendments
to the Plan  approved by the  Company's  Board of Directors on April 4, 2001 and
August 16, 2001, and by the Company's  shareholders on May 8, 2001 and September
26, 2001.  Registration  Statement No. 333-11260 and Registration  Statement No.
333-39582 are incorporated herein by reference.

Item 8.  Exhibits.

Exhibit Number          Exhibit
--------------          -------
    4.1                 Infowave Software, Inc. Stock Option Plan, as amended
    5.1                 Opinion of Blake, Cassels & Graydon LLP
   23.1                 Consent of KPMG LLP
   23.2                 Consent of Blake, Cassels & Graydon LLP
                           (Included in Exhibit 5.1)
   24.1                 Power of Attorney (See signature pages of this
                           Registration Statement)














                                      -2-
<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration  statement  or  amendment  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in Bothell,  Washington, on December 7,
2001.

                                         INFOWAVE SOFTWARE, INC.


                                         By: /s/ Thomas Koll
                                             -----------------------------------
                                             Thomas Koll
                                             Chief Executive Officer

















                                      -3-
<PAGE>


                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints each of
Thomas  Koll,  Todd  Carter and Morgan  Sturdy his or her  attorney-in-fact  and
agent, with the full power of substitution and  resubstitution,  for them in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments) to this registration statement,  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  said
attorneys-in-fact,  or their  substitute or  substitutes,  may do or cause to be
done by virtue hereof.

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


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


/s/ Thomas Koll           Director, Chief Executive Officer    November 30, 2001
----------------------    and President
Thomas Koll               (Principal Executive Officer)


/s/ Todd Carter           Chief Financial Officer              November 30, 2001
----------------------
Todd Carter


/s/ Gary Ames             Director                             November 30, 2001
----------------------
Gary Ames


/s/ Jim McIntosh          Director                             November 30, 2001
----------------------
Jim McIntosh


                          Director
----------------------
David Neale


                          Director
----------------------
Lee Provow


                          Director
----------------------
Barb Richardson


/s/ Bijan Sanii           Director                             November 30, 2001
----------------------
Bijan Sanii


/s/ Morgan Sturdy         Director                             November 30, 2001
----------------------
Morgan Sturdy





                                      -4-
<PAGE>


                                  EXHIBIT INDEX

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

  4.1            Infowave Software, Inc. Stock Option Plan, as amended

  5.1            Opinion of Blake, Cassels & Graydon LLP

 23.1            Consent of KPMG LLP

 23.2            Consent of Blake, Cassels & Graydon LLP (Included in
                   Exhibit 5.1)

 24.1            Power of Attorney (See signature pages of this Registration
                   Statement)
[{"type": "S-8", "sequence": "1", "filename": "infowaves8.txt", "description": "INFOWAVE S8 (12/21/2001)", "secsgml_size_bytes": 9619}]
{"company-data": {"conformed-name": "INFOWAVE SOFTWARE INC", "cik": "0001074564", "assigned-sic": "7372", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75962", "film-number": "1822877"}, "business-address": {"street1": "4664 LOUGHEED HIGHWAY", "street2": "SUITE 200", "city": "BURNABY B C CANADA V", "state": "A1", "zip": "00000"}, "mail-address": {"street1": "4664 LOUGHEED HIGHWAY", "street2": "SUITE 200", "city": "BURNABY BRITISH COLU"}, "former-company": {"former-conformed-name": "INFOWAVE WIRELESS MESSAGING INC", "date-changed": "19981203"}}
As filed with the Securities and Exchange                  Registration No. 333-
  Commission on December 26, 2001
================================================================================
--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             INFOWAVE SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

  British Columbia, Canada                                98-0183915
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                            200-4664 Lougheed Highway
                    Burnaby, British Columbia, Canada V5C 5T5
                     Address of Principal Executive Offices

                    Infowave Software, Inc. Stock Option Plan
                    -----------------------------------------
                            (Full title of the plan)

                                 CT Corporation System
                                     1633 Broadway
                                   New York, NY 10019
                                   ------------------
                        (Name and address of agent for service)

                                     (212) 664-1666
             (Telephone number, including area code, of agent for service)

                                                 CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                                 Proposed Maximum        Proposed Maximum
     Title of Each Class of               Amount to            Offering Price Per      Aggregate Offering         Amount of
 Securities to be Registered(1)         be Registered               Share(4)                  Price           Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to               3,558,890 shares             $1.76(2)              $6,263,646.40           $1,497.01
outstanding options
---------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to            390,211 shares              $0.95(3)               $370,700.45             $88.60
outstanding options
---------------------------------------------------------------------------------------------------------------------------------
Total                                  3,949,101 shares                                   $6,634,346.85           $1,585.61
=================================================================================================================================
(1) Common Shares, without par value, offered by the registrant, pursuant to the
Plan described herein.

(2) Based on the average  exercise  price of options  granted under the Infowave
Software,  Inc.  Stock Option Plan  outstanding  as of the date of the filing of
this registration statement.

(3) The proposed  maximum offering price per share and the registration fee were
calculated  in  accordance  with rule 457(c) and (h) based on the average of the
bid and asked prices for shares of the  registrant's  common  shares on December
19, 2001,  as quoted by The Toronto  Stock  Exchange,  which was  Cdn.$1.50  per
share.

(4) U.S. dollar amounts are calculated based on the noon buying rate in New York
City for cable  transfers  payable in Canadian  dollars as certified for customs
purposes by the Federal  Reserve Bank of New York on December 19, 2001.  On such
date the noon buying rate was Cdn.$1.00 = US$1.5743.

Pursuant to Rule 429, the documents  constituting  a prospectus  with respect to
this registration  statement constitute a combined prospectus which also relates
to the Company's Form S-8 shares  issuable upon the exercise of options  granted
under  certain  other  plans,  which  shares were  previously  registered  under
Registration Statement No. 333-11260 and Registration Statement No. 333-39582.

--------------------------------------------------------------------------------
================================================================================
REGISTRATION OF ADDITIONAL SECURITIES

     Pursuant to General Instruction E, this Registration  Statement on Form S-8
is filed by Infowave  Software,  Inc.  (the  "Company")  to register  additional
securities  under the  Infowave  Software,  Inc.  Stock Option Plan (the "Plan")
covered the Company's Registration Statements on Form S-8 (No. 333-11260 and No.
333-39582) . The additional  securities are to be issued  pursuant to amendments
to the Plan  approved by the  Company's  Board of Directors on April 4, 2001 and
August 16, 2001, and by the Company's  shareholders on May 8, 2001 and September
26, 2001.  Registration  Statement No. 333-11260 and Registration  Statement No.
333-39582 are incorporated herein by reference.

Item 8.  Exhibits.

Exhibit Number          Exhibit
--------------          -------
    4.1                 Infowave Software, Inc. Stock Option Plan, as amended
    5.1                 Opinion of Blake, Cassels & Graydon LLP
   23.1                 Consent of KPMG LLP
   23.2                 Consent of Blake, Cassels & Graydon LLP
                           (Included in Exhibit 5.1)
   24.1                 Power of Attorney (See signature pages of this
                           Registration Statement)

                                      -2-
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration  statement  or  amendment  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in Bothell,  Washington, on December 7,
2001.

                                         INFOWAVE SOFTWARE, INC.

                                         By: /s/ Thomas Koll
                                             -----------------------------------
                                             Thomas Koll
                                             Chief Executive Officer

                                      -3-
POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints each of
Thomas  Koll,  Todd  Carter and Morgan  Sturdy his or her  attorney-in-fact  and
agent, with the full power of substitution and  resubstitution,  for them in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments) to this registration statement,  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  said
attorneys-in-fact,  or their  substitute or  substitutes,  may do or cause to be
done by virtue hereof.

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

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

/s/ Thomas Koll           Director, Chief Executive Officer    November 30, 2001
----------------------    and President
Thomas Koll               (Principal Executive Officer)

/s/ Todd Carter           Chief Financial Officer              November 30, 2001
----------------------
Todd Carter

/s/ Gary Ames             Director                             November 30, 2001
----------------------
Gary Ames

/s/ Jim McIntosh          Director                             November 30, 2001
----------------------
Jim McIntosh

                          Director
----------------------
David Neale

                          Director
----------------------
Lee Provow

                          Director
----------------------
Barb Richardson

/s/ Bijan Sanii           Director                             November 30, 2001
----------------------
Bijan Sanii

/s/ Morgan Sturdy         Director                             November 30, 2001
----------------------
Morgan Sturdy

                                      -4-
EXHIBIT INDEX

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

  4.1            Infowave Software, Inc. Stock Option Plan, as amended

  5.1            Opinion of Blake, Cassels & Graydon LLP

 23.1            Consent of KPMG LLP

 23.2            Consent of Blake, Cassels & Graydon LLP (Included in
                   Exhibit 5.1)

 24.1            Power of Attorney (See signature pages of this Registration
                   Statement)