AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1997

                        REGISTRATION NO. 333-___________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               MERIDIAN DATA, INC.
                             ----------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 CALIFORNIA                           77-0188708
                 ----------                           ----------
      (STATE OF OTHER JURISDICTION OF      (I.R.S. EMPLOYER IDENTIFICATION NO.)
       INCORPORATION OR ORGANIZATION)

                            5615 SCOTTS VALLEY DRIVE
                         SCOTTS VALLEY, CALIFORNIA 95066
                         -------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES,
                                    ZIP CODE)

                            1997 INCENTIVE STOCK PLAN
                            -------------------------
                             (FULL TITLE OF THE PLAN)


                              GIANLUCA U. RATTAZZI
                              --------------------
                       PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  AND DIRECTOR

                               MERIDIAN DATA, INC.
                            5615 SCOTTS VALLEY DRIVE
                         SCOTTS VALLEY, CALIFORNIA 95066
                                 (408) 438-3100
                         -------------------------------
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                            ROBERT D. BROWNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
 TITLE OF SECURITIES TO     AMOUNT TO BE REGISTERED     PROPOSED MAXIMUM OFFERING      PROPOSED MAXIMUM      AMOUNT OF REGISTRATION
      BE REGISTERED                                        PRICE PER SHARE (1)        AGGREGATE OFFERING               FEE
                                                                                            PRICE
-------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
<S>                         <C>                        <C>                          <C>                     <C>
Common Stock (no par
value per share)                   900,000                      $3.813                    $3,431,700                  $1,040.00
-------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
<FN>
(1) Calculated solely for the purpose of determining the registration fee on the
    basis of the average of the high and low prices of the  Registrant's  Common
    Stock as reported by the Nasdaq  National  Market  System on May 19, 1997 in
    accordance with Rule 457(h)(1).
</FN>
</TABLE>

<PAGE>
                                  PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  There  are   hereby   incorporated   by   reference   in  this
         Registration   Statement  the  following   documents  and   information
         heretofore  filed by  Meridian  Data,  Inc.  (the  "Company")  with the
         Securities and Exchange Commission:

                  (1) The  Company's  Annual  Report on Form 10-K for the fiscal
         year ended  December  31,  1996,  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (2)  The  Company's  Quarterly  Report  of Form  10-Q  for the
         quarter  ended  March 31,  1997,  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (2) The description of the Company's Common Stock contained in
         the  Company's  Registration  Statement  on Form 8-A filed  February 5,
         1993,  pursuant to Section 12 of the 1934 Act,  including any amendment
         or report filed for the purpose of updating such description.

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

         ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The  Company  has  adopted   provisions  in  its  Articles  of
         Incorporation  that  eliminate the personal  liability of its directors
         for monetary damages arising from a breach of their fiduciary duties in
         certain  circumstances  to the fullest extent permitted by law and that
         authorize  the Company to indemnify  its  directors and officers to the
         fullest extent  permitted by law. Such limitation of liability does not
         affect the availability of equitable remedies such as injunctive relief
         or rescission.

                  The Company's  Bylaws provide that the Company shall indemnify
         its  directors  and  officers  to  the  fullest  extent   permitted  by
         California law,  including  circumstances in which  indemnification  is
         otherwise  discretionary  under California law. The Company has entered
         into  indemnification   agreements  with  its  officers  and  directors
         containing  provisions  which  are in some  respects  broader  than the
         specific   indemnification   provisions  contained  in  the  California
         Corporations  Code.  The  indemnification  agreements  may  require the
         Company,  among other things,  to indemnify such officers and directors
         against certain liabilities that may arise by reason of their status or
         service as directors or officers (other than  liabilities  arising from
         willful  misconduct of a culpable  nature),  to advance their  expenses
         incurred as a result of any  proceeding  against  them as to which they
         could be indemnified,  and to obtain directors' and officers' insurance
         if  available  on  reasonable  terms.  At present,  there is no pending
         litigation or  proceeding  involving a director,  officer,  employee or
         agent  of  the  Company  where  indemnification  will  be  required  or
         permitted.  The Company is not aware of any  threatened  litigation  or
         proceeding that may result in a claim for such indemnification.

                  Insofar as indemnification  for liabilities  arising under the
         Securities  Act may be  permitted  to  directors,  officers  or persons
         controlling  the Company  pursuant  to the  foregoing  provisions,  the
         Company has been  informed  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.  The  Company
         believes that its Articles of  Incorporation  and Bylaw  provisions and
         indemnification   agreements   are  necessary  to  attract  and  retain
         qualified persons as directors and officers.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

         ITEM 8.  EXHIBITS.

           EXHIBIT
           NUMBER    DESCRIPTION
           ------    -----------------------------------------------------------
           5.1       Opinion of counsel as to legality of securities
                     being registered.
           
           23.1      Consent of Price Waterhouse LLP, Independent Accountants.

           23.2      Consent of Counsel (contained in Exhibit 5.1).
           
           24.1      Power of Attorney (see page 7).
           
         ITEM 9.  UNDERTAKINGS.

                  (a)      The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
         sales are being make, a post-effective  amendment to this  registration
         statement to include any material  information with respect to the plan
         of distribution not previously disclosed in the registration  statement
         or  any  material  change  to  such  information  in  the  registration
         statement.

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

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

                  (b) The undersigned  registrant  hereby  undertakes  that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the 1934 Act 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.

                  (h) Insofar as indemnification  for liabilities  arising under
         the Securities act of 1933 may be permitted to directors,  officers and
         controlling   persons  of  the  Company   pursuant  to  the  California
         Corporations  Code,  the Company's  Certificate of  Incorporation,  the
         Company's Bylaw provisions or the Company's indemnification agreements,
         the Company has been advised that in the opinion of the  Securities and
         Exchange  Commission such  indemnification  is against public policy as
         expressed in the Securities Act and is,  therefore,  unenforceable,  In
         the event that a claim for  indemnification  against  such  liabilities
         (other than the payment by the Company of expenses  incurred or paid by
         a  director,  officer  or  controlling  person  of  the  Company  in  a
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered hereunder,  the Company will, unless in the
         opinion  of its  counsel  the  question  has  already  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  Securities  Act and will be governed by the
         final adjudication of such issue.


<PAGE>
                                   SIGNATURES

                      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 the City of
         Scotts Valley, State of California, on this 19th day of May 1997.


                                  MERIDIAN DATA, INC.


                                  By:  /s/ Gianluca U. Rattazzi
                                           Gianluca U. Rattazzi
                                           President and Chief Executive Officer

<PAGE>
                                POWER OF ATTORNEY

                           KNOW ALL PERSONS BY THESE PRESENTS,  that each person
         whose  signature  appears below  constitutes  and appoints  Gianluca U.
         Rattazzi   and   Erik   E.   Miller   jointly   and   severally,    his
         attorneys-in-fact,  each with the power of substitution, for him in any
         and  all  capacities,  to sign  any  amendments  to  this  Registration
         Statement on Form S-8 and to file the same,  with exhibits  thereto and
         other  documents  in  connection  therewith,  with the  Securities  and
         Exchange  Commission,  hereby ratifying and confirming all that each of
         said  attorney-in-fact,  or his  substitute or  substitutes,  may do or
         cause to be done by virtue hereof.

                           Pursuant to the requirements of the Securities Act of
         1933,  this  Registration  Statement  has been signed by the  following
         persons in the capacities and on the dates indicated.

         Signatures                  Title                       Date

         /s/ Charlie Bass            Chairman of the Board       May 21, 1997
             CHARLIE BASS            of Directors
         
         /s/ Gianluca U. Rattazzi    President, Chief Executive  May 21, 1997
             GIANLUCA U. RATTAZZI    Officer and Director
        
         /s/ Erik E. Miller          Senior Vice President,      May 21, 1997
             ERIK E. MILLER          Finance and Chief
                                     Financial Officer 
                                     (Principal Financial
                                     and Accounting Officer)

         /s/ Peter R. Johnson        Director                    May 21, 1997
             PETER R. JOHNSON

         /s/ Mario M. Rosati         Director                    May 21, 1997
             MARIO M. ROSATI

         /s/ Pierluigi Zappacosta    Director                    May 21, 1997
             PIERLUIGI ZAPPACOSTA
           
<PAGE>
                                INDEX TO EXHIBITS

           Exhibit Number   Description of Document                         Page
           --------------   ------------------------------------            ----
           5.1              Opinion of counsel as to legality of
                            securities being registered.                     E-2
           
           23.1             Consent of Price Waterhouse LLP,
                            Independent Accountants.                         E-3
           
           23.2             Cosent of counsel (contained in                  E-2
                            Exhibit 5.1).
          
           24.1             Power of Attorney (see page 7).                    7
<PAGE>
                                       E-2
                                                                     EXHIBIT 5.1

                                  May 21, 1997

         Meridian Data, Inc.
         5615 Scotts Valley Drive
         Scotts Valley, California 95066

         RE:      REGISTRATION STATEMENT ON FORM S-8

         Ladies and Gentlemen:

                           We have examined the  Registration  Statement on Form
         S-8 (the "Registration  Statement") to be filed by Meridian Data, Inc.,
         a  California   corporation  (the  "Registrant"  or  "you"),  with  the
         Securities  and  Exchange  Commission  on or  about  May 21,  1997,  in
         connection with the  registration  under the Securities Act of 1933, as
         amended,  of shares of your Common Stock,  no par value (the "Shares"),
         reserved for issuance  pursuant to the 1997  Incentive  Stock Plan (the
         "Plan"). As your legal counsel in connection with this transaction,  we
         have  reviewed  the  proceedings  taken by you in  connection  with the
         issuance and sale of the Shares pursuant to the Plan.

                           It is our opinion  that,  when issued and sold in the
         manner  described  in the  Plan and  pursuant  to the  agreements  that
         accompany  each grant  under the Plan,  the Shares  will be legally and
         validly issued, fully-paid and non-assessable.

                           We consent  to the use of this  opinion as an exhibit
         to the  Registration  Statement,  and further consent to the use of our
         name  wherever   appearing  in  the  Registration   Statement  and  any
         subsequent amendment thereto.


                                          Very truly yours,

                                           WILSON SONSINI GOODRICH & ROSATI
                                           Professional Corporation

                                           /s/ WILSON SONSINI GOODRICH & ROSATI

<PAGE>
                                       E-3
                                                                   EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report dated  January 28,  1997,  appearing in the
1996  Annual  Report of  Meridian  Data,  Inc.  on Form 10-K for the year  ended
December 31,  1996.  We also  consent to the  incorporation  by reference of our
report on the Financial Statement Schedule,  which appears in such Annual Report
on Form 10-K.




PRICE WATERHOUSE LLP
San Jose, California
May 19, 1997
[{"type": "S-8", "sequence": "1", "description": "1997 INCNETIVE STOCK PLAN", "secsgml_size_bytes": 18700}]
{"company-data": {"conformed-name": "MERIDIAN DATA INC", "cik": "0000864568", "assigned-sic": "3576", "irs-number": "770188708", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27531", "film-number": "97612357"}, "business-address": {"street1": "5615 SCOTTS VALLEY DR", "street2": "SUITE 200", "city": "SCOTTS VALLEY", "state": "CA", "zip": "95066", "phone": "4159600288"}, "mail-address": {"street1": "5615 SCOTTS VALLEY DR", "city": "SCOTTS V", "state": "CA", "zip": "95066"}, "former-company": {"former-conformed-name": "PARALLAN COMPUTER INC", "date-changed": "19940613"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1997

                        REGISTRATION NO. 333-___________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               MERIDIAN DATA, INC.
                             ----------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 CALIFORNIA                           77-0188708
                 ----------                           ----------
      (STATE OF OTHER JURISDICTION OF      (I.R.S. EMPLOYER IDENTIFICATION NO.)
       INCORPORATION OR ORGANIZATION)

                            5615 SCOTTS VALLEY DRIVE
                         SCOTTS VALLEY, CALIFORNIA 95066
                         -------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES,
                                    ZIP CODE)

                            1997 INCENTIVE STOCK PLAN
                            -------------------------
                             (FULL TITLE OF THE PLAN)

                              GIANLUCA U. RATTAZZI
                              --------------------
                       PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  AND DIRECTOR

                               MERIDIAN DATA, INC.
                            5615 SCOTTS VALLEY DRIVE
                         SCOTTS VALLEY, CALIFORNIA 95066
                                 (408) 438-3100
                         -------------------------------
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                            ROBERT D. BROWNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
CALCULATION OF REGISTRATION FEE
-------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
 TITLE OF SECURITIES TO     AMOUNT TO BE REGISTERED     PROPOSED MAXIMUM OFFERING      PROPOSED MAXIMUM      AMOUNT OF REGISTRATION
      BE REGISTERED                                        PRICE PER SHARE (1)        AGGREGATE OFFERING               FEE
                                                                                            PRICE
-------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
Common Stock (no par
value per share)                   900,000                      $3.813                    $3,431,700                  $1,040.00
-------------------------- --------------------------- ---------------------------- ----------------------- ------------------------
(1) Calculated solely for the purpose of determining the registration fee on the
    basis of the average of the high and low prices of the  Registrant's  Common
    Stock as reported by the Nasdaq  National  Market  System on May 19, 1997 in
    accordance with Rule 457(h)(1).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  There  are   hereby   incorporated   by   reference   in  this
         Registration   Statement  the  following   documents  and   information
         heretofore  filed by  Meridian  Data,  Inc.  (the  "Company")  with the
         Securities and Exchange Commission:

                  (1) The  Company's  Annual  Report on Form 10-K for the fiscal
         year ended  December  31,  1996,  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (2)  The  Company's  Quarterly  Report  of Form  10-Q  for the
         quarter  ended  March 31,  1997,  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (2) The description of the Company's Common Stock contained in
         the  Company's  Registration  Statement  on Form 8-A filed  February 5,
         1993,  pursuant to Section 12 of the 1934 Act,  including any amendment
         or report filed for the purpose of updating such description.

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

         ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The  Company  has  adopted   provisions  in  its  Articles  of
         Incorporation  that  eliminate the personal  liability of its directors
         for monetary damages arising from a breach of their fiduciary duties in
         certain  circumstances  to the fullest extent permitted by law and that
         authorize  the Company to indemnify  its  directors and officers to the
         fullest extent  permitted by law. Such limitation of liability does not
         affect the availability of equitable remedies such as injunctive relief
         or rescission.

                  The Company's  Bylaws provide that the Company shall indemnify
         its  directors  and  officers  to  the  fullest  extent   permitted  by
         California law,  including  circumstances in which  indemnification  is
         otherwise  discretionary  under California law. The Company has entered
         into  indemnification   agreements  with  its  officers  and  directors
         containing  provisions  which  are in some  respects  broader  than the
         specific   indemnification   provisions  contained  in  the  California
         Corporations  Code.  The  indemnification  agreements  may  require the
         Company,  among other things,  to indemnify such officers and directors
         against certain liabilities that may arise by reason of their status or
         service as directors or officers (other than  liabilities  arising from
         willful  misconduct of a culpable  nature),  to advance their  expenses
         incurred as a result of any  proceeding  against  them as to which they
         could be indemnified,  and to obtain directors' and officers' insurance
         if  available  on  reasonable  terms.  At present,  there is no pending
         litigation or  proceeding  involving a director,  officer,  employee or
         agent  of  the  Company  where  indemnification  will  be  required  or
         permitted.  The Company is not aware of any  threatened  litigation  or
         proceeding that may result in a claim for such indemnification.

                  Insofar as indemnification  for liabilities  arising under the
         Securities  Act may be  permitted  to  directors,  officers  or persons
         controlling  the Company  pursuant  to the  foregoing  provisions,  the
         Company has been  informed  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.  The  Company
         believes that its Articles of  Incorporation  and Bylaw  provisions and
         indemnification   agreements   are  necessary  to  attract  and  retain
         qualified persons as directors and officers.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

         ITEM 8.  EXHIBITS.

           EXHIBIT
           NUMBER    DESCRIPTION
           ------    -----------------------------------------------------------
           5.1       Opinion of counsel as to legality of securities
                     being registered.
           
           23.1      Consent of Price Waterhouse LLP, Independent Accountants.

           23.2      Consent of Counsel (contained in Exhibit 5.1).
           
           24.1      Power of Attorney (see page 7).
           
         ITEM 9.  UNDERTAKINGS.

                  (a)      The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
         sales are being make, a post-effective  amendment to this  registration
         statement to include any material  information with respect to the plan
         of distribution not previously disclosed in the registration  statement
         or  any  material  change  to  such  information  in  the  registration
         statement.

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

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

                  (b) The undersigned  registrant  hereby  undertakes  that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the 1934 Act 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.

                  (h) Insofar as indemnification  for liabilities  arising under
         the Securities act of 1933 may be permitted to directors,  officers and
         controlling   persons  of  the  Company   pursuant  to  the  California
         Corporations  Code,  the Company's  Certificate of  Incorporation,  the
         Company's Bylaw provisions or the Company's indemnification agreements,
         the Company has been advised that in the opinion of the  Securities and
         Exchange  Commission such  indemnification  is against public policy as
         expressed in the Securities Act and is,  therefore,  unenforceable,  In
         the event that a claim for  indemnification  against  such  liabilities
         (other than the payment by the Company of expenses  incurred or paid by
         a  director,  officer  or  controlling  person  of  the  Company  in  a
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered hereunder,  the Company will, unless in the
         opinion  of its  counsel  the  question  has  already  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  Securities  Act and will be governed by the
         final adjudication of such issue.
SIGNATURES

                      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 the City of
         Scotts Valley, State of California, on this 19th day of May 1997.

                                  MERIDIAN DATA, INC.

                                  By:  /s/ Gianluca U. Rattazzi
                                           Gianluca U. Rattazzi
                                           President and Chief Executive Officer
POWER OF ATTORNEY

                           KNOW ALL PERSONS BY THESE PRESENTS,  that each person
         whose  signature  appears below  constitutes  and appoints  Gianluca U.
         Rattazzi   and   Erik   E.   Miller   jointly   and   severally,    his
         attorneys-in-fact,  each with the power of substitution, for him in any
         and  all  capacities,  to sign  any  amendments  to  this  Registration
         Statement on Form S-8 and to file the same,  with exhibits  thereto and
         other  documents  in  connection  therewith,  with the  Securities  and
         Exchange  Commission,  hereby ratifying and confirming all that each of
         said  attorney-in-fact,  or his  substitute or  substitutes,  may do or
         cause to be done by virtue hereof.

                           Pursuant to the requirements of the Securities Act of
         1933,  this  Registration  Statement  has been signed by the  following
         persons in the capacities and on the dates indicated.

         Signatures                  Title                       Date

         /s/ Charlie Bass            Chairman of the Board       May 21, 1997
             CHARLIE BASS            of Directors
         
         /s/ Gianluca U. Rattazzi    President, Chief Executive  May 21, 1997
             GIANLUCA U. RATTAZZI    Officer and Director
        
         /s/ Erik E. Miller          Senior Vice President,      May 21, 1997
             ERIK E. MILLER          Finance and Chief
                                     Financial Officer 
                                     (Principal Financial
                                     and Accounting Officer)

         /s/ Peter R. Johnson        Director                    May 21, 1997
             PETER R. JOHNSON

         /s/ Mario M. Rosati         Director                    May 21, 1997
             MARIO M. ROSATI

         /s/ Pierluigi Zappacosta    Director                    May 21, 1997
             PIERLUIGI ZAPPACOSTA
INDEX TO EXHIBITS

           Exhibit Number   Description of Document                         Page
           --------------   ------------------------------------            ----
           5.1              Opinion of counsel as to legality of
                            securities being registered.                     E-2
           
           23.1             Consent of Price Waterhouse LLP,
                            Independent Accountants.                         E-3
           
           23.2             Cosent of counsel (contained in                  E-2
                            Exhibit 5.1).
          
           24.1             Power of Attorney (see page 7).                    7
E-2
                                                                     EXHIBIT 5.1

                                  May 21, 1997

         Meridian Data, Inc.
         5615 Scotts Valley Drive
         Scotts Valley, California 95066

         RE:      REGISTRATION STATEMENT ON FORM S-8

         Ladies and Gentlemen:

                           We have examined the  Registration  Statement on Form
         S-8 (the "Registration  Statement") to be filed by Meridian Data, Inc.,
         a  California   corporation  (the  "Registrant"  or  "you"),  with  the
         Securities  and  Exchange  Commission  on or  about  May 21,  1997,  in
         connection with the  registration  under the Securities Act of 1933, as
         amended,  of shares of your Common Stock,  no par value (the "Shares"),
         reserved for issuance  pursuant to the 1997  Incentive  Stock Plan (the
         "Plan"). As your legal counsel in connection with this transaction,  we
         have  reviewed  the  proceedings  taken by you in  connection  with the
         issuance and sale of the Shares pursuant to the Plan.

                           It is our opinion  that,  when issued and sold in the
         manner  described  in the  Plan and  pursuant  to the  agreements  that
         accompany  each grant  under the Plan,  the Shares  will be legally and
         validly issued, fully-paid and non-assessable.

                           We consent  to the use of this  opinion as an exhibit
         to the  Registration  Statement,  and further consent to the use of our
         name  wherever   appearing  in  the  Registration   Statement  and  any
         subsequent amendment thereto.

                                          Very truly yours,

                                           WILSON SONSINI GOODRICH & ROSATI
                                           Professional Corporation

                                           /s/ WILSON SONSINI GOODRICH & ROSATI
E-3
                                                                   EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report dated  January 28,  1997,  appearing in the
1996  Annual  Report of  Meridian  Data,  Inc.  on Form 10-K for the year  ended
December 31,  1996.  We also  consent to the  incorporation  by reference of our
report on the Financial Statement Schedule,  which appears in such Annual Report
on Form 10-K.

PRICE WATERHOUSE LLP
San Jose, California
May 19, 1997