As filed with the Securities and
Exchange Commission on June 19, 2000                     Registration No. 333-
================================================================================


                       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)

                        Suite 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
====================================================================================================================================
Title of Each Class of               Amount to             Proposed Maximum               Proposed Maximum             Amount of
Securities to be Registered(1)     be Registered    Offering Price Per Share(2)(3)  Aggregate Offering Price(3)  Registration Fee(2)
 -----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                          <C>                        <C>                         <C>
Common Shares                      1,067,038 shares           US$10.51                   US$11,214,569.38            US$2,960.65

====================================================================================================================================
</TABLE>
(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     Plan described herein.
(2)  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 high
     and low prices for the  Registrant's  common  shares on June 14,  2000,  as
     quoted on the Toronto Stock Exchange, which was Cdn.$15.45 per share.
(3)  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 June 14, 2000.
     On such date the noon buying rate was Cdn.$1.00 =US$.6805.
================================================================================


<PAGE>

This  registration  statement on Form S-8 registers  common shares,  without par
value, of Infowave  Software,  Inc. (the  "Registrant") to be issued pursuant to
the exercise of options or rights  granted under the  Registrant's  Stock Option
Plan.

     PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                        REGISTRATION OF ADDITIONAL SHARES

     Pursuant to General Instruction E, this Registration  Statement on Form S-8
is filed by Infowave Software,  Inc. (the  "Registrant") to register  additional
shares under the Infowave Software,  Inc. Stock Option Plan (the "Plan") covered
by the  Registrant's  Registration  Statement  on Form S-8 (No.  333-11260),  as
amended. The additional  securities are to be issued pursuant to an amendment to
the Plan approved by the  Registrant's  Board of Directors on May 1, 2000 and by
the  Registrant's  Shareholders  on  June  5,  2000.  Portions  of  Registration
Statement No. 333-11260 are incorporated herein by reference.

Item 8.  Exhibits.

Exhibit
Number          Description
------          -----------
 4.1            The Infowave Software, Inc. Stock Option Plan, as amended

 5.1            Opinion of Blake, Cassels and Graydon LLP

23.1            Consent of KPMG LLP

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

24.1            Powers of Attorney (included on the signature pages to the
                  Registration Statement)












                                      II-1
<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 to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Vancouver, British Columbia, Canada, on June 12, 2000.

                                  INFOWAVE SOFTWARE, INC.


                                  By:  /s/ JIM MCINTOSH
                                      ------------------------------------------
                                      Jim McIntosh
                                      President and Chief Executive Officer














                                      II-2
<PAGE>

                               POWERS OF ATTORNEY

     Each person whose  signature  appears  below  constitutes  and appoints Jim
McIntosh,  Todd Carter and Morgan Sturdy, or any of them, his  attorney-in-fact,
with the power of substitution,  for them in any and all capacities, to sign any
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/ JIM MCINTOSH            President, Chief Executive Officer    June 12, 2000
----------------------      and a Director
Jim McIntosh


/s/ TODD CARTER             Chief Financial Officer               June 12, 2000
----------------------
Todd Carter


/s/ SCOT LAND              Director                               June 12, 2000
----------------------
Scot Land


/s/ DAVID NEALE             Director                              June 12, 2000
----------------------
David Neale


/s/ MORGAN STURDY            Director                             June 12, 2000
----------------------
Morgan Sturdy


/s/ DAVID WEDGE             Director                              June 12, 2000
----------------------
David Wedge





                                      II-3
<PAGE>

                            AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
as amended, the undersigned has signed this Registration Statement solely in the
capacity of the duly authorized representative of Infowave Software, Inc. in the
United States on June 12, 2000.

                                    By:  /s/ SCOT LAND
                                         ------------------------------------
                                         Scot Land





















                                      II-4
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number          Description
------          -----------
 4.1            The Infowave Software, Inc. Stock Option Plan, as amended

 5.1            Opinion of Blake, Cassels and Graydon LLP

23.1            Consent of KPMG LLP

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

24.1            Powers of Attorney (included on the signature pages to the
                  Registration Statement)











                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8966}]
{"company-data": {"conformed-name": "INFOWAVE SOFTWARE INC", "cik": "0001074564", "assigned-sic": "7372"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39582", "film-number": "656934"}, "business-address": {"street1": "4664 LOUGHEED HIGHWAY", "street2": "SUITE 188", "city": "BURNABY B C CANADA V", "state": "A1", "zip": "00000"}, "mail-address": {"street1": "4664 LOUGHEED HIGHWAY", "street2": "SUITE 188", "city": "BURNABY BRITISH COLU"}, "former-company": {"former-conformed-name": "INFOWAVE WIRELESS MESSAGING INC", "date-changed": "19981203"}}
As filed with the Securities and
Exchange Commission on June 19, 2000                     Registration No. 333-
================================================================================

                       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)

                        Suite 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
====================================================================================================================================
Title of Each Class of               Amount to             Proposed Maximum               Proposed Maximum             Amount of
Securities to be Registered(1)     be Registered    Offering Price Per Share(2)(3)  Aggregate Offering Price(3)  Registration Fee(2)
 -----------------------------------------------------------------------------------------------------------------------------------
Common Shares                      1,067,038 shares           US$10.51                   US$11,214,569.38            US$2,960.65

====================================================================================================================================
(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     Plan described herein.
(2)  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 high
     and low prices for the  Registrant's  common  shares on June 14,  2000,  as
     quoted on the Toronto Stock Exchange, which was Cdn.$15.45 per share.
(3)  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 June 14, 2000.
     On such date the noon buying rate was Cdn.$1.00 =US$.6805.
================================================================================
This  registration  statement on Form S-8 registers  common shares,  without par
value, of Infowave  Software,  Inc. (the  "Registrant") to be issued pursuant to
the exercise of options or rights  granted under the  Registrant's  Stock Option
Plan.

     PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                        REGISTRATION OF ADDITIONAL SHARES

     Pursuant to General Instruction E, this Registration  Statement on Form S-8
is filed by Infowave Software,  Inc. (the  "Registrant") to register  additional
shares under the Infowave Software,  Inc. Stock Option Plan (the "Plan") covered
by the  Registrant's  Registration  Statement  on Form S-8 (No.  333-11260),  as
amended. The additional  securities are to be issued pursuant to an amendment to
the Plan approved by the  Registrant's  Board of Directors on May 1, 2000 and by
the  Registrant's  Shareholders  on  June  5,  2000.  Portions  of  Registration
Statement No. 333-11260 are incorporated herein by reference.

Item 8.  Exhibits.

Exhibit
Number          Description
------          -----------
 4.1            The Infowave Software, Inc. Stock Option Plan, as amended

 5.1            Opinion of Blake, Cassels and Graydon LLP

23.1            Consent of KPMG LLP

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

24.1            Powers of Attorney (included on the signature pages to the
                  Registration Statement)

                                      II-1
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Vancouver, British Columbia, Canada, on June 12, 2000.

                                  INFOWAVE SOFTWARE, INC.

                                  By:  /s/ JIM MCINTOSH
                                      ------------------------------------------
                                      Jim McIntosh
                                      President and Chief Executive Officer

                                      II-2
POWERS OF ATTORNEY

     Each person whose  signature  appears  below  constitutes  and appoints Jim
McIntosh,  Todd Carter and Morgan Sturdy, or any of them, his  attorney-in-fact,
with the power of substitution,  for them in any and all capacities, to sign any
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/ JIM MCINTOSH            President, Chief Executive Officer    June 12, 2000
----------------------      and a Director
Jim McIntosh

/s/ TODD CARTER             Chief Financial Officer               June 12, 2000
----------------------
Todd Carter

/s/ SCOT LAND              Director                               June 12, 2000
----------------------
Scot Land

/s/ DAVID NEALE             Director                              June 12, 2000
----------------------
David Neale

/s/ MORGAN STURDY            Director                             June 12, 2000
----------------------
Morgan Sturdy

/s/ DAVID WEDGE             Director                              June 12, 2000
----------------------
David Wedge

                                      II-3
AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
as amended, the undersigned has signed this Registration Statement solely in the
capacity of the duly authorized representative of Infowave Software, Inc. in the
United States on June 12, 2000.

                                    By:  /s/ SCOT LAND
                                         ------------------------------------
                                         Scot Land

                                      II-4
EXHIBIT INDEX

Exhibit
Number          Description
------          -----------
 4.1            The Infowave Software, Inc. Stock Option Plan, as amended

 5.1            Opinion of Blake, Cassels and Graydon LLP

23.1            Consent of KPMG LLP

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

24.1            Powers of Attorney (included on the signature pages to the
                  Registration Statement)

                                      II-5