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<TITLE>062601 S8 DOC</TITLE>
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<p align="right"><font size="2" color="FF0000"><strong>
As filed with the Securities and Exchange Commission on June 27, 2001<br>
                                               Registration No. 333-________
</strong></p></font>

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<p align="center"><font size="3"><strong>
                        SECURITIES AND EXCHANGE COMMISSION<br>
                      Washington, D.C. 20549</strong></font></p>

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<br>
<p align="center"><font size="5"><strong>FORM S-8</strong></center></font>


<p align="center"><font size="3"><strong>
                             REGISTRATION STATEMENT<br>
                                    Under<br>
                       The Securities Act of 1933
</strong>

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<p align="center"><font size="6" color="#0000FF"><strong>
                      <U>WALKER INTERACTIVE SYSTEMS, INC.</U>
</strong></font><br>
<font size="2">
                    (Exact name of registrant as specified in its charter)



<P>&nbsp;
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<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>95-2862954</u></CENTER>
</font></strong>
</TD>
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<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(I.R.S. Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
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<BR>

<p align="center"><font size="3"><strong>
                                 303 Second Street, Three North <br>
                      <u> San Francisco, California &nbsp;&nbsp;  94107
</strong></font></u><br>

<font size="2">
       (Address of principal executive offices, including zip code)</P>

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<p align="center"><font size="3"><strong>
                      1992 Employee Stock Purchase Plan, as Amended<br>
</strong><font size="2">
                        (Full title of the Plans)
</font></p>
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<br>
<p align="center"><font size="3"><strong>
                                    Frank M. Richardson<br>
                               Chief Executive Officer<br>
                             Walker Interactive Systems, Inc.<br>
                                303 Second Street, Three North<br>
                                  San Francisco, CA 94107<br>
                                 (415) 495-8811<br>
</strong><font size="2">
<P ALIGN="CENTER">(Name, address, including zip code, and telephone number, <br>
                                     including area code,<br>
                                   of agent for service)
</font></p>

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<p align="center"><font size="3"><strong>
                            Copies to:<br>
                  Alan C. Mendelson, Esq.<br>
                  Latham &amp; Watkins<br>
                  135 Commonwealth Drive<br>
                  Menlo Park, CA 94025<br>
                  (650) 328-4600
</P></FONT>
</strong>

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<B><FONT SIZE=3><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=8 WIDTH=650>
<TR><TD WIDTH="25%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Title of Securities<br>
to be Registered(1)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Amount to be Registered(2)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Proposed Maximum<br>
Offering<br>
Price per Share(3)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Proposed Maximum<br>
Aggregate<br>
Offering Price(1)</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Amount of<br>
Registration Fee</FONT></TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="BOTTOM" HEIGHT=35>
<FONT SIZE=2><P>
Common Stock
(par value $0.001 per share)  </FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM" HEIGHT=35>
<FONT SIZE=2><P ALIGN="CENTER">
750,000 shares
</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM" HEIGHT=35>
<FONT SIZE=2><P ALIGN="CENTER">
$ 0.66
</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM" HEIGHT=35>
<FONT SIZE=2><P ALIGN="CENTER">
$ 495,000.00
</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM" HEIGHT=35>
<FONT SIZE=2><P ALIGN="CENTER">
$ 123.75
</FONT></TD>
</TR>
</TABLE>



<BLOCKQUOTE>
<font size="2">
<P>(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the &quot;Act&quot;), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Walker
Interactive Systems, Inc. 1992 Employee Stock Purchase Plan.</P>

<P>(2)  This registration statement shall also cover any additional shares of
Common Stock which become issuable under the Walker Interactive Systems, Inc.
1992 Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of
outstanding shares of the Registrant's Common Stock.</P>

<P>(3)  Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and Rule 457(h) under the Act.  The
offering price per share and aggregate offering price are based upon the average
of the high and low prices of Walker Interactive Systems, Inc.'s ("Registrant"
or "Company") Common Stock as reported on the Over the Counter Bulletin Board on
June 22, 2001. </P>

</BLOCKQUOTE>




<P>Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective. </P>
</FONT><B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">PART I<BR>
<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
</B><FONT SIZE=2><P>&#9;The information called for in Part I of Form S-8 is not
being filed with or included in this Registration Statement on Form S-8 (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the SEC. </P>

</FONT><B><P ALIGN="CENTER">PART II<BR>
<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
</B><FONT SIZE=2><P>&#9;This registration statement is filed solely to register
an additional 750,000 shares of our common stock reserved for issuance under our
1992 Employee Stock Purchase Plan, which increase was approved by our Board of
Directors on February 13, 2001 and our stockholders on May 17, 2001.</P>

<B><P>Item 3.&#9;Incorporation of Documents by Reference</P>
</B><P>&#9;The following documents filed by the Registrant with the SEC are
incorporated herein by reference:</P>

<UL>
<LI>Our Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
filed with the Commission on March 30, 2001 (File No. 000-19872), including
information specifically incorporated by reference into our Form 10-K from our
Proxy Statement for our 2001 Annual Meeting of Stockholders, filed with the
Commission on April 17, 2001.</LI>

<LI>Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2001, filed with the Commission on May 11, 2001 (File No. 000-19872).</LI>

<LI>The contents of Registration Statements on Form S-8, Nos. 33-46721, 33-
64426, 333-02942, 333-57199 and 333-85677 filed with the Securities and Exchange
Commission on March 31, 1992, June 14, 1993, April 2, 1996, June 19, 1998 and
August 20, 1999, respectively.  </LI>

</UL>

<P>&#9;In addition, all documents filed by us pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act 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 a part of it from the respective dates of
filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement. </P>

<B><P>Item 4.&#9;Description of Securities</P>
</B><P>&#9;Not applicable.</P>
<B><P>Item 5.&#9;Interests of Named Experts and Counsel</P>
</B><P>&#9;Not applicable.</P>
<B><P>Item 6.&#9;Indemnification of Directors and Officers</P>
</B><P>&#9;Our Amended and Restated Certificate of Incorporation provides that
to the fullest extent permitted by the Delaware General Corporation Law, each of
our directors shall not be personally liable to us or our stockholders for
monetary damages for breach of fiduciary duty as a director.  Under current
Delaware law, liability of a director may not be limited (i) for any breach of
the director's duty of loyalty to us or our stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases and (iv) for any transaction from which the
director derives an improper personal benefit.  The effect of the provision of
our Amended and Restated Certificate of Incorporation is to eliminate the rights
of us and our stockholders (through stockholders' derivative suits on behalf of
us) to recover monetary damages against a director for breach of the fiduciary
duty of care as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i)
through (iv) above.  This provision does not limit or eliminate the rights of us
or any stockholder to seek nonmonetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care.  In addition,
our Bylaws provide that we shall indemnify to the fullest extent permitted by
law our directors, officers and employees and persons serving at any other
enterprise as a director, officer or employee at our request against losses
incurred by any such person by reason of the fact that such person was acting in
such capacity; provided, however, that we may limit the extent of such
indemnification by individual contracts with our directors and officers; and
provided further, that we shall not be required to indemnify any director or
officer in connection with any proceeding initiated by such person or any
proceeding by such person against us or our directors, officers, employees or
other agents unless (i) such indemnification is expressly required by law, (ii)
the proceeding was authorized by our board of directors, or (iii) such
indemnification is provided by us, in our sole discretion, pursuant to the
powers vested to us under Delaware law. </P>
<P>&#9;In addition, we have entered into agreements with certain of our
directors and officers pursuant to which we have agreed to indemnify such
persons against expenses (including attorneys' fees), witness fees, damages,
judgments, fines and certain amounts paid in settlement and any other amounts
that such indemnified person becomes legally obligated to pay because of any
claims or claims made against or by such indemnified person in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, arbitrational, administrative or investigative (including an action by
or in the right of us) to which such indemnified person was or at any time
becomes a party, or is threatened to be made a party, by reason of the fact that
such indemnified person  is, was or at any time becomes a director, officer,
employee or other agent of us, or is or was serving or at any time serves at our
request as a director, officer, employee or other agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, so
long as (i) such indemnified person's conduct was not knowingly fraudulent,
deliberately dishonest or constituted willful misconduct, (ii) such indemnified
person's conduct did not constitute a breach of his or her duty of loyalty to us
or resulted in any personal profit or advantage to which such indemnified person
was not legally entitled, (iii) payment of the amount to be indemnified was not
actually made to such indemnified person under a valid and collectible insurance
policy or under a valid and enforceable indemnity clause, bylaw or agreement,
except in respect of any excess beyond payment under such insurance, clause,
bylaw or agreement, (iv) indemnification is lawful (providing, however, that we
and such indemnified person have been advised that the Commission believes that
indemnification for liabilities arising under the federal securities laws is
against public policy and is therefore unenforceable and that claims for such
indemnification should be submitted to appropriate courts of adjudication), and
(v) if the proceeding is initiated by such indemnified person, such
indemnification is expressly required by law, the proceeding was authorized by
our board of directors, such indemnification is provided by us, in our sole
discretion, pursuant to the powers vested to us under Delaware law, or the
proceeding is initiated to enforce any right to indemnification or advances
granted by such indemnification agreement.  The agreements also provide that
such indemnified persons will be entitled to an advance of expenses to meet the
obligations indemnified against as set forth above.</P>
<B><P>Item 7.&#9;Exemption From Registration Claimed</P>
</B><P>Not applicable.</P>
<B><P>Item 8. Exhibits. </P>
</B>
<P>&#9;See Index to Exhibits on page ??. </P>

<B><P>Item 9.&#9;Undertakings</P><DIR>

</B><P>(a)&#9;The undersigned registrant hereby undertakes:</P>

<DIR>
<P>(1)&#9;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</P>

<DIR>

<P>(i)&#9;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933;</P>
<P>(ii)&#9;To reflect in the prospectus any facts or events arising after the
effective date of this 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the &quot;Calculation of Registration
Fee&quot; table in the effective registration statement; and</P>
<P>(iii)&#9;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;</P>

</DIR>

<I><P>provided</I>, <I>however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section&nbsp;13 or Section&nbsp;15(d) of the Exchange Act
that are incorporated by reference in the registration statement.</P><DIR>

<P>(2)&#9;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
<I>bona</I> <I>fide</I> offering thereof.</P>

<P>(3)&#9;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at termination of the
offering.</P>

</DIR>

<P>(b)&#9;The registrant hereby further 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&nbsp;13(a) or Section&nbsp;15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section&nbsp;15(d) of the Exchange Act) that is
incorporated by reference in this 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
<I>bona</I> <I>fide</I> offering thereof.</P>
<P>(c)&#9;Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.</P>
</DIR>

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<P ALIGN="CENTER">SIGNATURES</P>
<P>&#9;Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Francisco, State of California, on June 27,
2001.</P>

<P>
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    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><font size="2"><B>
                       WALKER INTERACTIVE SYSTEMS, INC.</B>
</TD></TR></TABLE>


<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD><font size="2">By:&nbsp;</TD>
    <TD align=left><font size="2">
/s/ Frank M. Richardson
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><font size="2">
Name:   Frank M. Richardson
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><font size="2"><I>
Title: &#9;Chief Executive Officer
  </I></TD></TR></TABLE></P>

<P ALIGN="CENTER">POWER OF ATTORNEY</P>
<P>&#9;KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frank M. Richardson and Stanley V.
Vogler, and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, 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 all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.</P>

<P>&nbsp;</P>
<P>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.</P></FONT>
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<TR><TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P>Signature</FONT></TD>
<TD WIDTH="42%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Title</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Date</FONT></TD>
</TR>

<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=46>
<U><FONT SIZE=2><P>/s/ David C. Wetmore<br>
</U>David C. Wetmore </FONT></TD>
<TD WIDTH="42%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>Chairman of the Board of Directors </FONT></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>June 27, 2001</FONT></TD>
</TR>

<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=46>
<U><FONT SIZE=2><P>/s/ Frank M. Richardson<br>
</U>Frank M. Richardson </FONT></TD>
<TD WIDTH="42%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>Chief Executive Officer, Director </FONT></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>June 27, 2001</FONT></TD>
</TR>

<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=46>
<U><FONT SIZE=2><P>/s/ Stanley V. Vogler<br>
</U>Stanley V. Vogler </FONT></TD>
<TD WIDTH="42%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>Chief Financial Officer (Principal Financial and Accounting
Officer) </FONT></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>June 27, 2001</FONT></TD>
</TR>

<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=46>
<U><FONT SIZE=2><P>/s/ Richard C. Alberding<br>
</U>Richard C. Alberding </FONT></TD>
<TD WIDTH="42%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>Director </FONT></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>June 27, 2001</FONT></TD>
</TR>

<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=46>
<U><FONT SIZE=2><P>/s/ Tania Amochaev<br>
</U>Tania Amochaev </FONT></TD>
<TD WIDTH="42%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>Director </FONT></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>June 27, 2001</FONT></TD>
</TR>

<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=46>
<U><FONT SIZE=2><P>/s/ William A. Hasler</P>
</U><P>William A. Hasler </FONT></TD>
<TD WIDTH="42%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>Director </FONT></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=46>
<FONT SIZE=2><P>June 27, 2001</FONT></TD>
</TR>
</TABLE>


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<FONT SIZE=2>
<P ALIGN="CENTER">EXHIBIT INDEX</P>

<P>&nbsp;
<TABLE COLS=3 WIDTH="95%" >
  <TR vAlign=bottom>
<TD>
<font size="2"><strong>
<CENTER><u>Sequential Number</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="2"><strong>
<u>Exhibit Description</u>
</font></strong>
</TD>
<TD>
<font size="2"><strong>
<u>Page Number</u>
</font></strong>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
<P ALIGN="CENTER">&nbsp; 5.1&nbsp;&nbsp;</P>
</font>
</TD>
    <TD align=left>
<font size="2">
<P>Opinion of Latham &amp; Watkins</P>
</font>
</TD>
    <TD align=left>
<font size="2">
<P ALIGN="CENTER">&nbsp;</P>
</font>
</TD>
</TR>

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<TD>
<font size="2">
<P ALIGN="CENTER">&nbsp; 23.1</P>
</font>
</TD>
    <TD align=left>
<font size="2">
<P>Independent Auditors' Consent</P>
</font>
</TD>
    <TD align=left>
<font size="2">
<P ALIGN="CENTER">&nbsp;</P>
</font>
</TD>
</TR>

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<TD>
<font size="2">
<P ALIGN="CENTER">&nbsp; 23.2</P>
</font>
</TD>
    <TD align=left>
<font size="2">
<P>Consent of Latham &amp; Watkins (included in Exhibit 5.1</P>
</font>
</TD>
    <TD align=left>
<font size="2">
<P ALIGN="CENTER">&nbsp;</P>
</font>
</TD>
</TR>

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<TD>
<font size="2">
<P ALIGN="CENTER">&nbsp; 24&nbsp;&nbsp;</P>
</font>
</TD>
    <TD align=left>
<font size="2">
<P>Power of Attorney (included in the signature page to this registration statement)</P>
</font>
</TD>
    <TD align=left>
<font size="2">
<P ALIGN="CENTER">&nbsp;</P>
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
<P ALIGN="CENTER">99.1</P>
</font>
</TD>
    <TD align=left>
<font size="2">
<P>1992 Employee Stock Purchase Plan, as amended </P>
</font>
</TD>
    <TD align=left>
<font size="2">
<P ALIGN="CENTER">&nbsp;</P>
</font>
</TD>
</TR>
</TABLE>


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{"company-data": {"conformed-name": "WALKER INTERACTIVE SYSTEMS INC", "cik": "0000883983", "assigned-sic": "7372", "irs-number": "952862954", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64034", "film-number": "1669988"}, "business-address": {"street1": "MARATHON PLZ THREE NORTH", "street2": "303 SECOND ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107", "phone": "4144958811"}, "mail-address": {"street1": "MARATHON PLAZA THREE NORTH", "street2": "303 SECOND STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107"}}
062601 S8 DOC
As filed with the Securities and Exchange Commission on June 27, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
WALKER INTERACTIVE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
95-2862954
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)
303 Second Street, Three North
San Francisco, California     94107
(Address of principal executive offices, including zip code)
1992 Employee Stock Purchase Plan, as Amended
(Full title of the Plans)
Frank M. Richardson
Chief Executive Officer
Walker Interactive Systems, Inc.
303 Second Street, Three North
San Francisco, CA 94107
(415) 495-8811
(Name, address, including zip code, and telephone number,
including area code,
of agent for service)
Copies to:
Alan C. Mendelson, Esq.
Latham & Watkins
135 Commonwealth Drive
Menlo Park, CA 94025
(650) 328-4600
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered(1)
Amount to be Registered(2)
Proposed Maximum
Offering
Price per Share(3)
Proposed Maximum
Aggregate
Offering Price(1)
Amount of
Registration Fee
Common Stock
(par value $0.001 per share)
750,000 shares
$ 0.66
$ 495,000.00
$ 123.75
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Walker
Interactive Systems, Inc. 1992 Employee Stock Purchase Plan.
(2)  This registration statement shall also cover any additional shares of
Common Stock which become issuable under the Walker Interactive Systems, Inc.
1992 Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of
outstanding shares of the Registrant's Common Stock.
(3)  Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and Rule 457(h) under the Act.  The
offering price per share and aggregate offering price are based upon the average
of the high and low prices of Walker Interactive Systems, Inc.'s ("Registrant"
or "Company") Common Stock as reported on the Over the Counter Bulletin Board on
June 22, 2001.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not
being filed with or included in this Registration Statement on Form S-8 (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the SEC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed solely to register
an additional 750,000 shares of our common stock reserved for issuance under our
1992 Employee Stock Purchase Plan, which increase was approved by our Board of
Directors on February 13, 2001 and our stockholders on May 17, 2001.
Item 3.	Incorporation of Documents by Reference
The following documents filed by the Registrant with the SEC are
incorporated herein by reference:
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
filed with the Commission on March 30, 2001 (File No. 000-19872), including
information specifically incorporated by reference into our Form 10-K from our
Proxy Statement for our 2001 Annual Meeting of Stockholders, filed with the
Commission on April 17, 2001.
Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2001, filed with the Commission on May 11, 2001 (File No. 000-19872).
The contents of Registration Statements on Form S-8, Nos. 33-46721, 33-
64426, 333-02942, 333-57199 and 333-85677 filed with the Securities and Exchange
Commission on March 31, 1992, June 14, 1993, April 2, 1996, June 19, 1998 and
August 20, 1999, respectively.
In addition, all documents filed by us pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act 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 a part of it from the respective dates of
filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4.	Description of Securities
Not applicable.
Item 5.	Interests of Named Experts and Counsel
Not applicable.
Item 6.	Indemnification of Directors and Officers
Our Amended and Restated Certificate of Incorporation provides that
to the fullest extent permitted by the Delaware General Corporation Law, each of
our directors shall not be personally liable to us or our stockholders for
monetary damages for breach of fiduciary duty as a director.  Under current
Delaware law, liability of a director may not be limited (i) for any breach of
the director's duty of loyalty to us or our stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases and (iv) for any transaction from which the
director derives an improper personal benefit.  The effect of the provision of
our Amended and Restated Certificate of Incorporation is to eliminate the rights
of us and our stockholders (through stockholders' derivative suits on behalf of
us) to recover monetary damages against a director for breach of the fiduciary
duty of care as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i)
through (iv) above.  This provision does not limit or eliminate the rights of us
or any stockholder to seek nonmonetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care.  In addition,
our Bylaws provide that we shall indemnify to the fullest extent permitted by
law our directors, officers and employees and persons serving at any other
enterprise as a director, officer or employee at our request against losses
incurred by any such person by reason of the fact that such person was acting in
such capacity; provided, however, that we may limit the extent of such
indemnification by individual contracts with our directors and officers; and
provided further, that we shall not be required to indemnify any director or
officer in connection with any proceeding initiated by such person or any
proceeding by such person against us or our directors, officers, employees or
other agents unless (i) such indemnification is expressly required by law, (ii)
the proceeding was authorized by our board of directors, or (iii) such
indemnification is provided by us, in our sole discretion, pursuant to the
powers vested to us under Delaware law.
In addition, we have entered into agreements with certain of our
directors and officers pursuant to which we have agreed to indemnify such
persons against expenses (including attorneys' fees), witness fees, damages,
judgments, fines and certain amounts paid in settlement and any other amounts
that such indemnified person becomes legally obligated to pay because of any
claims or claims made against or by such indemnified person in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, arbitrational, administrative or investigative (including an action by
or in the right of us) to which such indemnified person was or at any time
becomes a party, or is threatened to be made a party, by reason of the fact that
such indemnified person  is, was or at any time becomes a director, officer,
employee or other agent of us, or is or was serving or at any time serves at our
request as a director, officer, employee or other agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, so
long as (i) such indemnified person's conduct was not knowingly fraudulent,
deliberately dishonest or constituted willful misconduct, (ii) such indemnified
person's conduct did not constitute a breach of his or her duty of loyalty to us
or resulted in any personal profit or advantage to which such indemnified person
was not legally entitled, (iii) payment of the amount to be indemnified was not
actually made to such indemnified person under a valid and collectible insurance
policy or under a valid and enforceable indemnity clause, bylaw or agreement,
except in respect of any excess beyond payment under such insurance, clause,
bylaw or agreement, (iv) indemnification is lawful (providing, however, that we
and such indemnified person have been advised that the Commission believes that
indemnification for liabilities arising under the federal securities laws is
against public policy and is therefore unenforceable and that claims for such
indemnification should be submitted to appropriate courts of adjudication), and
(v) if the proceeding is initiated by such indemnified person, such
indemnification is expressly required by law, the proceeding was authorized by
our board of directors, such indemnification is provided by us, in our sole
discretion, pursuant to the powers vested to us under Delaware law, or the
proceeding is initiated to enforce any right to indemnification or advances
granted by such indemnification agreement.  The agreements also provide that
such indemnified persons will be entitled to an advance of expenses to meet the
obligations indemnified against as set forth above.
Item 7.	Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits.
See Index to Exhibits on page ??.
Item 9.	Undertakings
(a)	The undersigned registrant hereby undertakes:
(1)	To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)	To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the
effective date of this 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii)	To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
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 termination of the
offering.
(b)	The registrant hereby further 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 Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(c)	Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Francisco, State of California, on June 27,
2001.
WALKER INTERACTIVE SYSTEMS, INC.
By:
/s/ Frank M. Richardson
Name:   Frank M. Richardson
Title: 	Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frank M. Richardson and Stanley V.
Vogler, and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, 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 all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature
Title
Date
/s/ David C. Wetmore
David C. Wetmore
Chairman of the Board of Directors
June 27, 2001
/s/ Frank M. Richardson
Frank M. Richardson
Chief Executive Officer, Director
June 27, 2001
/s/ Stanley V. Vogler
Stanley V. Vogler
Chief Financial Officer (Principal Financial and Accounting
Officer)
June 27, 2001
/s/ Richard C. Alberding
Richard C. Alberding
Director
June 27, 2001
/s/ Tania Amochaev
Tania Amochaev
Director
June 27, 2001
/s/ William A. Hasler
William A. Hasler
Director
June 27, 2001
EXHIBIT INDEX
Sequential Number
Exhibit Description
Page Number
5.1
Opinion of Latham & Watkins
23.1
Independent Auditors' Consent
23.2
Consent of Latham & Watkins (included in Exhibit 5.1
24
Power of Attorney (included in the signature page to this registration statement)
99.1
1992 Employee Stock Purchase Plan, as amended