As filed with the Securities and Exchange Commission on March 20, 1997

                                                  Registration No. 33-_________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             _______________________

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

                               MITEK SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

                            10070 Carroll Canyon Road
                           San Diego, California 92131
                    (Address of principal executive offices)

             Delaware                                  87-0418827
 (State or other jurisdiction of                    (I.R.S Employer
  incorporation or organization)                  Identification No.)


                             1996 STOCK OPTION PLAN
                            (Full title of the plan)
                            _________________________

                                 John F. Kessler
                               Mitek Systems, Inc.
                            10070 Carroll Canyon Road
                           San Diego, California 92131
                                 (619) 635-5900
                      (Name, address, and telephone number,
                   including area code, of agent for service)
                            _________________________


                         CALCULATION OF REGISTRATION FEE

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

Common Stock,
$.001 par value   1,000,000 shares   $2.1875      $2,187,500          $663


     (1)  Estimated  solely for purposes of  determining  the  registration  fee
pursuant to Rule  457(h)  based on the average of the high and low prices of the
Common Stock of Mitek  Sytems,  Inc. as reported on March 18, 1997 on the NASDAQ
SmallCap Market.
<PAGE>

                                  INTRODUCTION

     This  Registration  Statement on Form S-8 is filed by Mitek  Systems,  Inc.
(the "Company")  relating to 1,000,000 shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), issuable to employees of the Company
under the Mitek Systems, Inc. 1996 Stock Option Plan (the "Plan").

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*


Item 2.   Registrant Information and Employee Plan Annual Information.*

     * Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the  Securities Act of 1933, as amended (the  "Securities  Act"),
and the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents,  which  previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

     (a) The Company's  Annual Report on Form 10-K for the year ended  September
30, 1996;

     (b) All documents  filed by the Company  pursuant to Sections 13(a), 14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
subsequent to the date of this Registration Statement and prior to the filing of
a  post-effective  amendment  hereto that indicates that all securities  offered
hereunder  have been sold or that  deregisters  all  securities  then  remaining
unsold shall be deemed to be incorporated  by reference  herein and to be a part
hereof from the date of filing of such documents; and

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement  filed  under  the  Securities  Act of  1933,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

     For purposes of this Registration  Statement,  any statement contained in a
document  incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified  or  superseded  to the extent that a statement  contained
herein or in any other  subsequently filed document that also is or is deemed to
be  incorporated  herein by reference  modifies or supersedes  such statement in
such  document.  Any  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.
<PAGE>

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's   Certificate  of  Incorporation   eliminates  the  personal
liability of the  directors  of the Company for  monetary  damages for breach of
fiduciary duties as a director of the Company except:  (i) for any breach of the
directors' duty of loyalty to the Company or its stockholders; (ii) for acts for
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) for unlawful dividends or distributions; or (iv) for any
transaction from which the director derived an improper personal benefit.

     The  Company's  Bylaws  permit the  Company  to  indemnify  its  directors,
officers, employees and agents to the maximum extent permitted by section 145 of
the Delaware  General  Corporation  Law.  Section 145 provides  that a director,
officer,  employer,  or  agent  of the  Company  who is or is made a party or is
threatened  to made a  party  to any  threatened,  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative,  shall be indemnified
and held  harmless  by the  Company  to the  fullest  extent  authorized  by the
Delaware  General  Corporation  Law  against  all  expense,  liability  and loss
actually and  reasonably  incurred or suffered by such person if he or she acted
in good faith and in a manner he or she  reasonably  believed  to be in the best
interest of the Company,  and, with respect to any criminal  proceeding,  had no
reasonable  cause to believe that the conduct was unlawful.  If it is determined
that the  conduct of such  person  meets  these  standards,  such  person may be
indemnified  for  expenses  incurred  and  amounts  paid in such  proceeding  if
actually and reasonably incurred in connection therewith.

     If such a proceeding is brought by or on behalf of the corporation (i.e., a
derivative suit),  such person may be indemnified  against expenses actually and
reasonably  incurred  if  such  person  acted  in  good  faith  and in a  manner
reasonably  believed  to be in the  best  interest  of the  corporation  and its
stockholders.  There can be no indemnification  with respect to any matter as to
which such person is adjudged to be liable to the Company unless and only to the
extent  that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that,  despite such adjudication but in
view  of all of the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity  for such expenses as the Court of Chancery or
such other court shall deem proper.
<PAGE>

     Where any such person is successful in any such proceeding,  such person is
entitled to be indemnified  against expenses actually and reasonably incurred by
him or her. In all other cases  (unless  order by a court),  indemnification  is
made by the corporation upon  determination by it that  indemnification  of such
person is proper in the circumstances because such person has met the applicable
standard of conduct.

     A  corporation  may  advance  expenses   incurred  in  defending  any  such
proceeding  upon receipt of an undertaking to repay any amount so advanced if it
is ultimately determined that the person is not eligible for indemnification.

     The  indemnification  rights  provided in Section 145  are not exclusive of
additional rights to  indemnification  for breach of duty to the corporation and
its  stockholders  to  the  extent  additional  rights  are  authorized  in  the
corporation's  articles  of  incorporation  and are not  exclusive  of any other
rights to indemnification  under any bylaw,  agreement,  vote of shareholders or
disinterested directors or otherwise, both as to action in his or her office and
as to action in another capacity while holding such office.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

Exhibit Number             Description


     4.1       Certificate  of  Incorporation  of  the  Company  and  Amendments
               thereto  (filed as an exhibit to the  Company's  Annual Report on
               Form  10-K for the  fiscal  year  ended  September  30,  1987 and
               incorporated herein by this reference).

     4.2       Bylaws of the  Company,  as  amended  (filed as an exhibit to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               September 30, 1987 and incorporated herein by this reference).

     5         Opinion  of  Luce,  Forward,  Hamilton  &  Scripps  LLP as to the
               legality of the securities being registered

     23.1      Consent of Deloitte & Touche LLP, independent accountants

     23.2      Consent of Luce,  Forward,  Hamilton & Scripps LLP  (contained in
               Exhibit 5 hereto)

     24        Power of Attorney (contained on signature page hereto)
<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 the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

               provided,  however,  that 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 with or furnished to the Commission by the
               registrant  pursuant  to  Section  13 or  Section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933 each such  post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (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
          15(d) of the Securities  Exchange Act of 1934 (and, where  applicable,
          each filing of an employee  benefit  plan's annual report  pursuant to
          Section  15(d)  of the  Securities  Exchange  Act  of  1934)  that  is
          incorporated  by  reference  in the  Registration  Statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

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

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 Diego, State of California, on February 25, 1997.

MITEK SYSTEMS, INC.


By: /s/ JOHN F. KESSLER
   John F. Kessler, Chief Executive Officer



                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints JOHN F.
KESSLER and JOHN M. THORNTON his true and lawful  attorneys-in-fact  and agents,
each acting alone, with full powers of substitution and resubstitution,  for him
and in his name, place and stead, at 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,  each acting  alone,  with full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises,  as full to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  that all said
attorneys-in-fact   and  agents,   each  acting  alone,  or  his  substitute  or
substitutes, 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 indicated on the date indicated.


Signature                           Title                          Date

/s/ JAMES D. DEBELLO             Director                    March 18, 1997
James B. DeBello

 /s/ GERALD I. FARMER            Executive Vice President    March 18, 1997
Gerald I. Farmer                 and Director

 /s/ DANIEL E. STEIMLE           Director                    March 18, 1997
Daniel E. Steimle

 /s/ JOHN M. THORNTON            Chairman of the Board and   March 18, 1997
John M. Thornton                 Director

 /s/ SALLY B. THORNTON           Director                    March 18, 1997
Sally B. Thornton

 /s/ JOHN F. KESSLER             President, Chief Executive  March 18, 1997
John F. Kessler                  Officer and Director
[{"type": "S-8", "sequence": "1", "description": "1996 STOCK OPTION PLAN", "secsgml_size_bytes": 17306}]
{"company-data": {"conformed-name": "MITEK SYSTEMS INC", "cik": "0000807863", "assigned-sic": "3577", "irs-number": "870418827", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23707", "film-number": "97560231"}, "business-address": {"street1": "10070 CARROLL CANYON RD", "city": "SAN DIEGO", "state": "CA", "zip": "92131", "phone": "6196355900"}, "mail-address": {"street1": "10700 CARROLL CANYON RD", "city": "SAN DIEGO", "state": "CA", "zip": "92131"}}
As filed with the Securities and Exchange Commission on March 20, 1997

                                                  Registration No. 33-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             _______________________

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

                               MITEK SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

                            10070 Carroll Canyon Road
                           San Diego, California 92131
                    (Address of principal executive offices)

             Delaware                                  87-0418827
 (State or other jurisdiction of                    (I.R.S Employer
  incorporation or organization)                  Identification No.)

                             1996 STOCK OPTION PLAN
                            (Full title of the plan)
                            _________________________

                                 John F. Kessler
                               Mitek Systems, Inc.
                            10070 Carroll Canyon Road
                           San Diego, California 92131
                                 (619) 635-5900
                      (Name, address, and telephone number,
                   including area code, of agent for service)
                            _________________________

                         CALCULATION OF REGISTRATION FEE

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

Common Stock,
$.001 par value   1,000,000 shares   $2.1875      $2,187,500          $663

     (1)  Estimated  solely for purposes of  determining  the  registration  fee
pursuant to Rule  457(h)  based on the average of the high and low prices of the
Common Stock of Mitek  Sytems,  Inc. as reported on March 18, 1997 on the NASDAQ
SmallCap Market.
INTRODUCTION

     This  Registration  Statement on Form S-8 is filed by Mitek  Systems,  Inc.
(the "Company")  relating to 1,000,000 shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), issuable to employees of the Company
under the Mitek Systems, Inc. 1996 Stock Option Plan (the "Plan").

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

     * Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the  Securities Act of 1933, as amended (the  "Securities  Act"),
and the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents,  which  previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

     (a) The Company's  Annual Report on Form 10-K for the year ended  September
30, 1996;

     (b) All documents  filed by the Company  pursuant to Sections 13(a), 14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
subsequent to the date of this Registration Statement and prior to the filing of
a  post-effective  amendment  hereto that indicates that all securities  offered
hereunder  have been sold or that  deregisters  all  securities  then  remaining
unsold shall be deemed to be incorporated  by reference  herein and to be a part
hereof from the date of filing of such documents; and

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement  filed  under  the  Securities  Act of  1933,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

     For purposes of this Registration  Statement,  any statement contained in a
document  incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified  or  superseded  to the extent that a statement  contained
herein or in any other  subsequently filed document that also is or is deemed to
be  incorporated  herein by reference  modifies or supersedes  such statement in
such  document.  Any  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.

     The  Company's   Certificate  of  Incorporation   eliminates  the  personal
liability of the  directors  of the Company for  monetary  damages for breach of
fiduciary duties as a director of the Company except:  (i) for any breach of the
directors' duty of loyalty to the Company or its stockholders; (ii) for acts for
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) for unlawful dividends or distributions; or (iv) for any
transaction from which the director derived an improper personal benefit.

     The  Company's  Bylaws  permit the  Company  to  indemnify  its  directors,
officers, employees and agents to the maximum extent permitted by section 145 of
the Delaware  General  Corporation  Law.  Section 145 provides  that a director,
officer,  employer,  or  agent  of the  Company  who is or is made a party or is
threatened  to made a  party  to any  threatened,  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative,  shall be indemnified
and held  harmless  by the  Company  to the  fullest  extent  authorized  by the
Delaware  General  Corporation  Law  against  all  expense,  liability  and loss
actually and  reasonably  incurred or suffered by such person if he or she acted
in good faith and in a manner he or she  reasonably  believed  to be in the best
interest of the Company,  and, with respect to any criminal  proceeding,  had no
reasonable  cause to believe that the conduct was unlawful.  If it is determined
that the  conduct of such  person  meets  these  standards,  such  person may be
indemnified  for  expenses  incurred  and  amounts  paid in such  proceeding  if
actually and reasonably incurred in connection therewith.

     If such a proceeding is brought by or on behalf of the corporation (i.e., a
derivative suit),  such person may be indemnified  against expenses actually and
reasonably  incurred  if  such  person  acted  in  good  faith  and in a  manner
reasonably  believed  to be in the  best  interest  of the  corporation  and its
stockholders.  There can be no indemnification  with respect to any matter as to
which such person is adjudged to be liable to the Company unless and only to the
extent  that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that,  despite such adjudication but in
view  of all of the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity  for such expenses as the Court of Chancery or
such other court shall deem proper.
Where any such person is successful in any such proceeding,  such person is
entitled to be indemnified  against expenses actually and reasonably incurred by
him or her. In all other cases  (unless  order by a court),  indemnification  is
made by the corporation upon  determination by it that  indemnification  of such
person is proper in the circumstances because such person has met the applicable
standard of conduct.

     A  corporation  may  advance  expenses   incurred  in  defending  any  such
proceeding  upon receipt of an undertaking to repay any amount so advanced if it
is ultimately determined that the person is not eligible for indemnification.

     The  indemnification  rights  provided in Section 145  are not exclusive of
additional rights to  indemnification  for breach of duty to the corporation and
its  stockholders  to  the  extent  additional  rights  are  authorized  in  the
corporation's  articles  of  incorporation  and are not  exclusive  of any other
rights to indemnification  under any bylaw,  agreement,  vote of shareholders or
disinterested directors or otherwise, both as to action in his or her office and
as to action in another capacity while holding such office.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

Exhibit Number             Description

     4.1       Certificate  of  Incorporation  of  the  Company  and  Amendments
               thereto  (filed as an exhibit to the  Company's  Annual Report on
               Form  10-K for the  fiscal  year  ended  September  30,  1987 and
               incorporated herein by this reference).

     4.2       Bylaws of the  Company,  as  amended  (filed as an exhibit to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               September 30, 1987 and incorporated herein by this reference).

     5         Opinion  of  Luce,  Forward,  Hamilton  &  Scripps  LLP as to the
               legality of the securities being registered

     23.1      Consent of Deloitte & Touche LLP, independent accountants

     23.2      Consent of Luce,  Forward,  Hamilton & Scripps LLP  (contained in
               Exhibit 5 hereto)

     24        Power of Attorney (contained on signature page hereto)
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 the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

               provided,  however,  that 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 with or furnished to the Commission by the
               registrant  pursuant  to  Section  13 or  Section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933 each such  post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (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
          15(d) of the Securities  Exchange Act of 1934 (and, where  applicable,
          each filing of an employee  benefit  plan's annual report  pursuant to
          Section  15(d)  of the  Securities  Exchange  Act  of  1934)  that  is
          incorporated  by  reference  in the  Registration  Statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

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

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 Diego, State of California, on February 25, 1997.

MITEK SYSTEMS, INC.

By: /s/ JOHN F. KESSLER
   John F. Kessler, Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints JOHN F.
KESSLER and JOHN M. THORNTON his true and lawful  attorneys-in-fact  and agents,
each acting alone, with full powers of substitution and resubstitution,  for him
and in his name, place and stead, at 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,  each acting  alone,  with full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises,  as full to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  that all said
attorneys-in-fact   and  agents,   each  acting  alone,  or  his  substitute  or
substitutes, 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 indicated on the date indicated.

Signature                           Title                          Date

/s/ JAMES D. DEBELLO             Director                    March 18, 1997
James B. DeBello

 /s/ GERALD I. FARMER            Executive Vice President    March 18, 1997
Gerald I. Farmer                 and Director

 /s/ DANIEL E. STEIMLE           Director                    March 18, 1997
Daniel E. Steimle

 /s/ JOHN M. THORNTON            Chairman of the Board and   March 18, 1997
John M. Thornton                 Director

 /s/ SALLY B. THORNTON           Director                    March 18, 1997
Sally B. Thornton

 /s/ JOHN F. KESSLER             President, Chief Executive  March 18, 1997
John F. Kessler                  Officer and Director