SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

                              LEGATO SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                          94-3077394
 (State or other jurisdiction of                             (IRS Employer
  incorporation or organization)                          Identification No.)

                                      7372
                          (Primary Standard Industrial
                          Classification Code Number)

                                3210 Porter Drive
                           Palo Alto, California 94304
               (Address of principal executive offices) (Zip Code)

                              LEGATO SYSTEMS, INC.
                      1995 Stock Option/Stock Issuance Plan
                            (Full title of the Plan)
                                  Louis C. Cole
                      President and Chief Executive Officer
                              LEGATO SYSTEMS, INC.
                                3210 Porter Drive
                           Palo Alto, California 94304
                     (Name and address of agent for service)

                                 (650) 812-6000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
===================================================================================================================

                                                             Proposed Maximum    Proposed Maximum
                                             Amount to be     Offering Price        Aggregate          Amount of
  Title of Securities to be Registered      Registered(1)      per Share(2)     Offering Price(2)    Registration
                                                                                                          Fee
------------------------------------------ ------------------------------------ ------------------- ----------------

1995 Stock Option/Stock Issuance Plan

<S>                                        <C>                  <C>              <C>                  <C>          
Options to Purchase Common Stock           3,066,448 shares        N/A                 N/A                N/A

Common Stock, $0.0001 par value            3,066,448             $44.725         $137,146,886.80      $38,126.83
                                           shares
===================================================================================================================

<FN>
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common  Stock  which  become  issuable  under the 1995  Stock  Option/Stock
     Issuance   Plan  by   reason   of  any   stock   dividend,   stock   split,
     recapitalization or other similar transaction  effected without the receipt
     of  consideration  which  results  in an  increase  in  the  number  of the
     outstanding shares of Common Stock of Legato Systems, Inc.
(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low  prices  per  share of  Common  Stock of Legato  Systems,  Inc.  as
     reported on the Nasdaq National Market on November 4, 1998.
</FN>
</TABLE>


<PAGE>


PART II
               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     Legato Systems,  Inc. (the "Registrant")  hereby  incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission (the "SEC"):

     (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997; and

     (b) The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarters
ended March 31 and June 30, 1998; and

     (c) The Registrant's  Registration  Statement No. 0-26130 on Form 8-A filed
with the SEC on May 19, 1995 pursuant to Section 12 of the  Securities  Exchange
Act of 1934, as amended (the "1934 Act"), in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding Common Stock.

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of 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  subsequently  filed
document which also 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

Section 145 of the Delaware General  Corporation Law authorizes a court to award
or a corporation's Board of Directors to grant  indemnification to directors and
officers  in terms  sufficiently  broad to  permit  such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred) arising under the Securities Act of 1933, as amended (the "1933 Act").
The Registrant's  Bylaws provide for mandatory  indemnification of its directors
and officers and  permissible  indemnification  of employees and other agents to
the  maximum  extent  permitted  by the  Delaware  General  Corporation  Law. In
addition,  the Registrant has entered into Indemnification  Agreements with each
of its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not Applicable.



<PAGE>


Item 8.  Exhibits

          Exhibit Number      Exhibit

                  4           Instrument  Defining  Rights of  Stockholders.
                              Reference is made to Registrant's Registration
                              Statement  No.  0-26130 on Form 8-A,  which is
                              incorporated  herein by reference  pursuant to
                              Item 3(c) of this Registration Statement.
                  5           Opinion and consent of Gunderson Dettmer Stough  ,
                              Villeneuve  Franklin & Hachigian L.L.P..
                23.1          Consent of PricewaterhouseCoopers L.L.P., 
                              Independent Accountants.
                23.2          Consent of Gunderson  Dettmer Stough  Villeneuve  
                              Franklin & Hachigian,  L.L.P. is contained 
                              in Exhibit 5.
                 24           Power of Attorney.  Reference is made to 
                              page II-3 of this Registration Statement.

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 1933 Act, (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 this
Registration  Statement  and (iii) to  include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
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 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act 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 and (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 Registrant's 1995
Stock Option/Stock Issuance Plan.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the 1933 Act, 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 into 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 1933 Act may be  permitted  to  directors,  officers  or  controlling
persons of the Registrant pursuant to the indemnification  provisions summarized
in Item 6 or otherwise,  the Registrant has been advised that, in the opinion of
the SEC, such  indemnification is against public policy as expressed in the 1933
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  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

<PAGE>



                                   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 Palo Alto, State of California on this 9th day
of November 1998.


                                        LEGATO SYSTEMS, INC.


                                        By:  /s/ Louis C. Cole
                                             Louis C. Cole
                                             President, Chief Executive Officer 
                                             and Chairman of the Board




                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Legato Systems,  Inc., a
Delaware corporation, do hereby constitute and appoint Louis C. Cole and Stephen
C. Wise, and either of them, the lawful  attorneys-in-fact  and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents,  and either one of them,  determine
may be necessary or advisable or required to enable said  corporation  to comply
with the  Securities  Act of 1933, as amended,  and any rules or  regulations or
requirements  of the Securities and Exchange  Commission in connection with this
Registration  Statement.  Without limiting the generality of the foregoing power
and authority,  the powers  granted  include the power and authority to sign the
names of the  undersigned  officers and  directors in the  capacities  indicated
below  to  this  Registration  Statement,  to  any  and  all  amendments,   both
pre-effective   and   post-effective,   and  supplements  to  this  Registration
Statement,  and to any and all  instruments or documents  filed as part of or in
conjunction  with this  Registration  Statement  or  amendments  or  supplements
thereof,  and either of the  undersigned  hereby  ratifies and confirms all that
said attorneys and agents,  or either one of them,  shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

<TABLE>
               Signature                                      Title                              Date


<S>                                        <C>                                                 <C> 
/s/ Louis C. Cole                          President, Chief Executive Officer                  11/9/1998
             Louis C. Cole                 and Chairman of the Board
                                           (Principal Executive Officer)


/s/ Stephen C. Wise                        Chief Financial Officer, Senior Vice President      11/9/1998
            Stephen C. Wise                of Finance and Administration and
                                           Assistant Secretary (Principal Financial
                                           and Accounting Officer)
</TABLE>



<PAGE>





/s/Eric Benhamou                   Director                        10/28/1998
             Eric Benhamou




/s/Kevin A. Fong                   Director                         11/2/1998
             Kevin A. Fong




/s/David N. Strohm                 Director                         11/2/1998
            David N. Strohm




/s/Phillip E. White                Director                        10/29/1998
           Phillip E. White



<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                              LEGATO SYSTEMS, INC.



<PAGE>


                                  EXHIBIT INDEX



Exhibit Number     Exhibit

         4         Instrument Defining Rights of Stockholders. Reference is made
                   to Registrant's Registration Statement No. 0-26130 on Form 
                   8-A, which is incorporated herein by reference pursuant to 
                   Item 3(c) of this Registration Statement.
         5         Opinion and consent of Gunderson Dettmer Stough Villeneuve 
                   Franklin & Hachigian, L.L.P..
       23.1        Consent of PricewaterhouseCoopers L.L.P., Independent 
                   Accountants
       23.2        Consent of Gunderson Dettmer Stough Villeneuve Franklin & 
                   Hachigian, L.L.P. is contained in Exhibit 5.
        24         Power of Attorney.  Reference is made to page II-3 of this 
                   Registration Statement.



<PAGE>


                                    EXHIBIT 5


              Opinion and Consent of Gunderson Dettmer Stough 
                    Villeneuve Franklin & Hachigian, L.L.P.
                                November 9, 1998



Legato Systems, Inc.
3210 Porter Drive
Palo Alto, CA  94304

         Re:      Legato Systems, Inc. Registration Statement
                  for Offering of  Shares of Common Stock
Ladies and Gentlemen:

         We  refer  to  your   registration  on  Form  S-8  (the   "Registration
Statement") under the Securities Act of 1933, as amended, of 3,066,448 shares of
Common Stock available for issuance under the Company's 1995 Stock  Option/Stock
Issuance  Plan. We advise you that,  in our opinion,  when such shares have been
issued  and  sold  pursuant  to the  applicable  provisions  of the  1995  Stock
Option/Stock Issuance, and in accordance with the Registration  Statement,  such
shares  will be  validly  issued,  fully  paid and  nonassessable  shares of the
Company's Common Stock.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                            Very truly yours,



                            /s/Gunderson Dettmer Stough Villeneuve Franklin &
                            Hachigian, L.L.P.







<PAGE>


                                  EXHIBIT 23.1


        Consent of PricewaterhouseCoopers L.L.P., Independent Accountants




We consent to the incorporation by reference in this  registration  statement of
Legato Systems,  Inc., on Form S-8 of our reports dated January 19, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of Legato  Systems,  Inc. as of  December  31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997, which reports are included in
the Annual Report on form 10-K of Legato Systems, Inc. filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1934.






/s/ PricewaterhouseCoopers L.L.P.

San Jose, California
November 9, 1998
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18481}]
{"company-data": {"conformed-name": "LEGATO SYSTEMS INC", "cik": "0000859360", "assigned-sic": "7372", "irs-number": "943077394", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67031", "film-number": "98741623"}, "business-address": {"street1": "3210 PORTER DR", "city": "PALO ALTO", "state": "CA", "zip": "94304", "phone": "4158126000"}, "mail-address": {"street1": "3210 PORTER DRIVE", "city": "PALO ALTO", "state": "CA", "zip": "94304"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

                              LEGATO SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                          94-3077394
 (State or other jurisdiction of                             (IRS Employer
  incorporation or organization)                          Identification No.)

                                      7372
                          (Primary Standard Industrial
                          Classification Code Number)

                                3210 Porter Drive
                           Palo Alto, California 94304
               (Address of principal executive offices) (Zip Code)

                              LEGATO SYSTEMS, INC.
                      1995 Stock Option/Stock Issuance Plan
                            (Full title of the Plan)
                                  Louis C. Cole
                      President and Chief Executive Officer
                              LEGATO SYSTEMS, INC.
                                3210 Porter Drive
                           Palo Alto, California 94304
                     (Name and address of agent for service)

                                 (650) 812-6000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================

                                                             Proposed Maximum    Proposed Maximum
                                             Amount to be     Offering Price        Aggregate          Amount of
  Title of Securities to be Registered      Registered(1)      per Share(2)     Offering Price(2)    Registration
                                                                                                          Fee
------------------------------------------ ------------------------------------ ------------------- ----------------

1995 Stock Option/Stock Issuance Plan
Options to Purchase Common Stock           3,066,448 shares        N/A                 N/A                N/A

Common Stock, $0.0001 par value            3,066,448             $44.725         $137,146,886.80      $38,126.83
                                           shares
===================================================================================================================
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common  Stock  which  become  issuable  under the 1995  Stock  Option/Stock
     Issuance   Plan  by   reason   of  any   stock   dividend,   stock   split,
     recapitalization or other similar transaction  effected without the receipt
     of  consideration  which  results  in an  increase  in  the  number  of the
     outstanding shares of Common Stock of Legato Systems, Inc.
(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low  prices  per  share of  Common  Stock of Legato  Systems,  Inc.  as
     reported on the Nasdaq National Market on November 4, 1998.
PART II
               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     Legato Systems,  Inc. (the "Registrant")  hereby  incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission (the "SEC"):

     (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997; and

     (b) The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarters
ended March 31 and June 30, 1998; and

     (c) The Registrant's  Registration  Statement No. 0-26130 on Form 8-A filed
with the SEC on May 19, 1995 pursuant to Section 12 of the  Securities  Exchange
Act of 1934, as amended (the "1934 Act"), in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding Common Stock.

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of 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  subsequently  filed
document which also 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

Section 145 of the Delaware General  Corporation Law authorizes a court to award
or a corporation's Board of Directors to grant  indemnification to directors and
officers  in terms  sufficiently  broad to  permit  such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred) arising under the Securities Act of 1933, as amended (the "1933 Act").
The Registrant's  Bylaws provide for mandatory  indemnification of its directors
and officers and  permissible  indemnification  of employees and other agents to
the  maximum  extent  permitted  by the  Delaware  General  Corporation  Law. In
addition,  the Registrant has entered into Indemnification  Agreements with each
of its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not Applicable.
Item 8.  Exhibits

          Exhibit Number      Exhibit

                  4           Instrument  Defining  Rights of  Stockholders.
                              Reference is made to Registrant's Registration
                              Statement  No.  0-26130 on Form 8-A,  which is
                              incorporated  herein by reference  pursuant to
                              Item 3(c) of this Registration Statement.
                  5           Opinion and consent of Gunderson Dettmer Stough  ,
                              Villeneuve  Franklin & Hachigian L.L.P..
                23.1          Consent of PricewaterhouseCoopers L.L.P., 
                              Independent Accountants.
                23.2          Consent of Gunderson  Dettmer Stough  Villeneuve  
                              Franklin & Hachigian,  L.L.P. is contained 
                              in Exhibit 5.
                 24           Power of Attorney.  Reference is made to 
                              page II-3 of this Registration Statement.

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 1933 Act, (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 this
Registration  Statement  and (iii) to  include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
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 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act 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 and (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 Registrant's 1995
Stock Option/Stock Issuance Plan.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the 1933 Act, 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 into 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 1933 Act may be  permitted  to  directors,  officers  or  controlling
persons of the Registrant pursuant to the indemnification  provisions summarized
in Item 6 or otherwise,  the Registrant has been advised that, in the opinion of
the SEC, such  indemnification is against public policy as expressed in the 1933
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  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act 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 Palo Alto, State of California on this 9th day
of November 1998.

                                        LEGATO SYSTEMS, INC.

                                        By:  /s/ Louis C. Cole
                                             Louis C. Cole
                                             President, Chief Executive Officer 
                                             and Chairman of the Board

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Legato Systems,  Inc., a
Delaware corporation, do hereby constitute and appoint Louis C. Cole and Stephen
C. Wise, and either of them, the lawful  attorneys-in-fact  and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents,  and either one of them,  determine
may be necessary or advisable or required to enable said  corporation  to comply
with the  Securities  Act of 1933, as amended,  and any rules or  regulations or
requirements  of the Securities and Exchange  Commission in connection with this
Registration  Statement.  Without limiting the generality of the foregoing power
and authority,  the powers  granted  include the power and authority to sign the
names of the  undersigned  officers and  directors in the  capacities  indicated
below  to  this  Registration  Statement,  to  any  and  all  amendments,   both
pre-effective   and   post-effective,   and  supplements  to  this  Registration
Statement,  and to any and all  instruments or documents  filed as part of or in
conjunction  with this  Registration  Statement  or  amendments  or  supplements
thereof,  and either of the  undersigned  hereby  ratifies and confirms all that
said attorneys and agents,  or either one of them,  shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

               Signature                                      Title                              Date
/s/ Louis C. Cole                          President, Chief Executive Officer                  11/9/1998
             Louis C. Cole                 and Chairman of the Board
                                           (Principal Executive Officer)

/s/ Stephen C. Wise                        Chief Financial Officer, Senior Vice President      11/9/1998
            Stephen C. Wise                of Finance and Administration and
                                           Assistant Secretary (Principal Financial
                                           and Accounting Officer)
/s/Eric Benhamou                   Director                        10/28/1998
             Eric Benhamou

/s/Kevin A. Fong                   Director                         11/2/1998
             Kevin A. Fong

/s/David N. Strohm                 Director                         11/2/1998
            David N. Strohm

/s/Phillip E. White                Director                        10/29/1998
           Phillip E. White
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                              LEGATO SYSTEMS, INC.
EXHIBIT INDEX

Exhibit Number     Exhibit

         4         Instrument Defining Rights of Stockholders. Reference is made
                   to Registrant's Registration Statement No. 0-26130 on Form 
                   8-A, which is incorporated herein by reference pursuant to 
                   Item 3(c) of this Registration Statement.
         5         Opinion and consent of Gunderson Dettmer Stough Villeneuve 
                   Franklin & Hachigian, L.L.P..
       23.1        Consent of PricewaterhouseCoopers L.L.P., Independent 
                   Accountants
       23.2        Consent of Gunderson Dettmer Stough Villeneuve Franklin & 
                   Hachigian, L.L.P. is contained in Exhibit 5.
        24         Power of Attorney.  Reference is made to page II-3 of this 
                   Registration Statement.
EXHIBIT 5

              Opinion and Consent of Gunderson Dettmer Stough 
                    Villeneuve Franklin & Hachigian, L.L.P.
                                November 9, 1998

Legato Systems, Inc.
3210 Porter Drive
Palo Alto, CA  94304

         Re:      Legato Systems, Inc. Registration Statement
                  for Offering of  Shares of Common Stock
Ladies and Gentlemen:

         We  refer  to  your   registration  on  Form  S-8  (the   "Registration
Statement") under the Securities Act of 1933, as amended, of 3,066,448 shares of
Common Stock available for issuance under the Company's 1995 Stock  Option/Stock
Issuance  Plan. We advise you that,  in our opinion,  when such shares have been
issued  and  sold  pursuant  to the  applicable  provisions  of the  1995  Stock
Option/Stock Issuance, and in accordance with the Registration  Statement,  such
shares  will be  validly  issued,  fully  paid and  nonassessable  shares of the
Company's Common Stock.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                            Very truly yours,

                            /s/Gunderson Dettmer Stough Villeneuve Franklin &
                            Hachigian, L.L.P.
EXHIBIT 23.1

        Consent of PricewaterhouseCoopers L.L.P., Independent Accountants

We consent to the incorporation by reference in this  registration  statement of
Legato Systems,  Inc., on Form S-8 of our reports dated January 19, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of Legato  Systems,  Inc. as of  December  31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997, which reports are included in
the Annual Report on form 10-K of Legato Systems, Inc. filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1934.

/s/ PricewaterhouseCoopers L.L.P.

San Jose, California
November 9, 1998