<PAGE> 1

      As filed with the Securities and Exchange Commission on September 30, 1998
                                                          Registration No. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              MICRO FOCUS GROUP PLC
             (Exact Name of Registrant as Specified in Its Charter)

      England and Wales                                 Not applicable
 State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                     Identification No.)
                          The Lawn, 22-30 Old Bath Road
                               Berkshire RG14 1QN
                                Newbury, England
                    (Address of Principal Executive Offices)

                            Options Issued Under the
                        Intersolv 1982 Stock Option Plan,
                        Intersolv 1992 Stock Option Plan,
                      Intersolv 1997 Employee Option Plan,
                           Q&E Stock Option Plan, and
                          TechGnosis Stock Option Plan
                            Assumed by the Registrant

                        Warrants Issued by Intersolv Inc.
                         to Certain Intersolv Employees
                            Assumed by the Registrant

                       1998 Micro Focus Share Option Plan
                            (Full Title of the Plans)

                               Richard Van Hoesen
          Senior Vice President, Chief Financial Officer and Secretary
                              Micro Focus Group plc
                          c/o Micro Focus Incorporated
                            701 East Middlefield Road
                         Mountain View, California 94043
                                 (650) 938-3700
            (Name, Address and Telephone Number of Agent For Service)

                          Copies of Communications to:

                             Fritz K. Koehler, Esq.
                                 Senior Counsel
                              Micro Focus Group plc
                          c/o Micro Focus Incorporated
                            701 East Middlefield Road
                         Mountain View, California 94043
                                 (650) 938-3700

<PAGE> 2

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                                             <C>                 <C>                    <C>                <C>    
------------------------------------------ ---------------- --------------------- --------------------- -----------------

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

Ordinary Shares, GPB 0.02 par value,
represented by American Depositary Shares  13,702,061(2)          $4.40(3)           $60,289,068.40        $17,785.28

------------------------------------------ ---------------- --------------------- --------------------- -----------------

Ordinary Shares, GPB 0.02 par value,
represented by American Depositary Shares  12,450,710(4)         $4.105(5)           $51,110,164.55        $15,077.50

------------------------------------------ ---------------- --------------------- --------------------- -----------------

(1)   A separate registration  statement on Form F-6 (File No. 33-34422)filed with the Securities and Exchange Commission 
      on April 18, 1990, as amended pursuant to post-effective amendment number 1 thereto dated March 25, 1998  has  been  
      declared  effective  with  respect  to the  American Depositary Shares represented by American Depositary  Receipts 
      issuable on a basis of one American  Depositary  Share for each five Ordinary Shares registered hereby upon deposit 
      of such Ordinary Shares.

(2)   Shares available for issuance and not yet subject to outstanding options as of September 24, 1998  under  the  1998 
      Micro Focus Share Option Plan.

(3)   Estimated  solely for the purpose of calculating the  registration  fee in accordance  with Rules 457(h) and  457(c) 
      under the  Securities Act of 1933 and based upon the average of the high and low prices of  Ordinary Shares reported 
      on the London Stock Exchange on September 23, 1998. Converted to U.S. Dollars from G.B. Pounds on the basis of $1.68 
      U.S. Dollars per G.B. Pound.

(4)   Shares subject to outstanding ptions as of September 23, 1998 under the Intersolv  1982 Stock Option Plan, Intersolv  
      1992 Stock  Option  Plan, Intersolv 1997 Employee  Option Plan, Q&E Stock Option Plan and  TechGnosis  Stock  Option  
      Plan and  shares  subject  to  outstanding  warrants  as of September 23, 1998.

(5)   Weighted  average per share  exercise price for such  outstanding  options pursuant to Rule 457(h)(1).

</TABLE>


<PAGE> 3


                              MICRO FOCUS GROUP PLC
                       REGISTRATION STATEMENT ON FORM S-8
        
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated herein by reference:

          (a)      The Registrant's Form 20-F filed on May 29, 1998 for the year
                   ended  January 31,  1998 (the "1998 Form  20-F")  pursuant to
                   Section 13 of the Securities Exchange Act of 1934, as amended
                   (the "Exchange Act"), which incorporates by reference audited
                   financial statements for the year ended January 31, 1998; the
                   Registrant's  Prospectus/Proxy  Statement filed on August 25,
                   1998 under Rule  424(b)(3) of the Securities Act of 1933; and
                   Intersolv Inc.'s Form 10-K filed for the year ended April 30,
                   1998 pursuant to Section 13 of the Exchange Act;

          (b)      The  Registrant's  Forms 6-K for the fiscal  quarters  ending
                   April 30,  1998 and July 31,  1998 filed on May 14,  1998 and
                   September 22, 1998, respectively pursuant to Section 13(a) of
                   the  Exchange Act since the end of the fiscal year covered by
                   the annual report referred to in (a) above;

           (c)     The description of the Registrant's Ordinary Shares contained
                   in the 1998 Form  20-F,  including  any  amendment  or report
                   filed for the purpose of updating such description.

           All  documents  subsequently  filed  by the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the 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 and Limitation of Liability.
------   ----------------------------------------------------------------------

         The  Registrant's  Articles of  Association  contain a provision to the
effect  that,  so far as permitted by the  statutory  provisions  of English law
concerning  companies,  the directors,  other officers and auditor of Registrant
shall be indemnified by the Registrant against  liabilities  incurred by them in
relation to the exercise of their duties as  directors,  officers or the auditor
of  Registrant,  respectively.  However,  Section 310 of the  Companies Act 1985
renders any such indemnity  ineffective to the extent it covers any  negligence,
default, breach of duty or breach of trust of which the director,  other officer
or auditor  may be guilty in relation  to the  Registrant,  except to the extent
that it covers liabilities  incurred by the director,  other officer or auditor,
respectively,  in respect of court proceedings in which judgment is given in his
favor.
                                      -2-

<PAGE> 4

         The Registrant's policy is to enter into indemnity agreements with each
of its directors and executive officers. In addition,  Micro Focus Incorporated,
a  subsidiary  of  Registrant  incorporated  under  the  laws  of the  State  of
California,  has  also  entered  into  indemnity  agreements  with  Registrant's
directors  and  executive  officers.   The  indemnity  agreements  provide  that
directors and executive  officers will be  indemnified  and held harmless to the
fullest  possible  extent  permitted  by  law  including  against  all  expenses
(including  attorneys' fees),  judgments,  fines and settlement  amounts paid or
reasonably  incurred by them in any action,  suit or  proceeding,  including any
derivative  action by or in the right of the  Registrant,  on  account  of their
services as  directors,  officers,  employees or agents of any other  company or
enterprise  when they are  serving  in such  capacities  at the  request  of the
Registrant.  Neither  the  Registrant  nor  Micro  Focus  Incorporated  will  be
obligated  pursuant to the  agreements  to indemnify  or advance  expenses to an
indemnified  party with respect to proceedings  or claims:  (i) initiated by the
indemnified party and not by way of defense, except with respect to a proceeding
authorized  by the Board of  Directors  and  successful  proceedings  brought to
enforce a right to indemnification  under the indemnification  agreements;  (ii)
for any  amounts  paid in  settlement  of a  proceeding  unless  the  Registrant
consents to such  settlement;  (iii) on account of any suit in which judgment is
rendered  against the  indemnified  party for an accounting of profits made from
the purchase or sale by the  indemnified  party of securities of the  Registrant
pursuant to the  provisions  of Section  16(b) of the  Exchange  Act and related
laws;  (iv) on  account  of  conduct  by an  indemnified  party  that is finally
adjudged to have not been honest and reasonable under the circumstances;  (v) on
account of any  criminal  action or  proceeding  arising out of conduct that the
indemnified  party had  reasonable  cause to believe was  unlawful;  (vi) if the
liabilities  relating thereto are paid to the indemnified  party by an insurance
carrier under a directors' and officers'  liability  insurance policy maintained
by the Registrant or Micro Focus Incorporated; or (vii) if a final decision by a
court   having   jurisdiction   in  the  matter   shall   determine   that  such
indemnification is not lawful.

         The  indemnity  agreements  are not exclusive of any rights a director,
other  officer or auditor  may have under the  Articles  of  Association,  other
agreements,  any  majority-in-interest  vote  of the  shareholders  or  vote  of
disinterested directors, applicable law or otherwise.

         The indemnification  provision in the Articles of Association,  and the
indemnity agreements, may be sufficiently broad to permit indemnification of the
Registrant's  directors and executive officers for liabilities arising under the
Securities  Act. In  addition,  the  Registrant  has  directors'  and  officers'
liability insurance.

Item 7.  Exemption from Registration Claimed.
-------  -----------------------------------

          Not applicable.

Item 8.  Exhibits.
-------  ---------

         4.01(1)     Registrant's  Memorandum of  Association  dated as of March
                     28,  1983,  as amended and  restated to date  (incorporated
                     herein by  reference  to Exhibit  2.01 of the  Registrant's
                     1998 Form 20-F (File No. 000-19696)).

         4.02(1)     Registrant's  Articles of Association  dated as of June 19,
                     1996, as amended to date (incorporated  herein by reference
                     to Exhibit 2.02 of the Registrant's 1998 Form 20-F).

         4.03        Amended and Restated  Deposit  Agreement  dated as of March
                     16, 1998 among the Registrant, the Bank of New York and all
                     owners and holders from time to time of American Depository
                     Receipts. (incorporated herein by reference to Exhibit 2.04
                     of the Registrant's 1998 Form 20-F).
   
                                       -3-
<PAGE> 5
 
        4.04        Form of Specimen Certificate for the Registrant's  Ordinary
                    Shares at GBP 0.02 each  (incorporated  herein by reference
                    to Exhibit 2.03 of the Registrant's 1998 Form 20-F).

        4.05        Registrant's 1998 Share Option Plan.

        5.01        Opinion of Memery Crystal.

       23.01        Consent of Memery Crystal (included in Exhibit 5.01).

       23.02        Consent of Ernst & Young, independent auditors

       23.03        Consent of PricewaterhouseCoopers LLP, independent auditors.

       24.01        Power of  Attorney  (see the  section in this  Registration
                    Statement entitled "Power of Attorney").
        ______________________________
        
             (1)     Filed on May 2, 1997  as  an  Exhibit to  the  Registrant's
                     Annual Report on Form 20-F.

Item 9.  Undertakings.
------   ------------

          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;

               (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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent no more than a 20 percent change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    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 (1)(i) and (1)(ii) above 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 Exchange Act that are incorporated by reference in the Registration
Statement.

              (2) That, for the purpose of determining  any liability  under the
Securities 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.
                                      -4-

<PAGE> 6

              (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.

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in 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.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  provisions  discussed in Item 6 hereof,  or
otherwise, the Registrant has been advised that in the opinion of the 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 Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      -5-

<PAGE> 7


                                   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 Mountain View, State of California, on the 30 day of
September, 1998.

                              MICRO FOCUS GROUP PLC


                                   By:/s/ Richard Van Hoesen    
                                      -----------------------------------------
                                      Richard Van Hoesen, Senior Vice President,
                                      Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Martin Waters and Richard Van Hoesen, and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of  substitution,  for him and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form  S-8,  and to file the  same  with all
exhibits thereto and all documents in connection therewith,  with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact and agents or any of them, or his or
their  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 and on the dates indicated.

      Signature                           Title                      Date
      ---------                           -----                      -----

Principal Executive Officer:


/s/ Martin Waters 
----------------------------   President, Chief Executive     September 30, 1998
Martin Waters                  Officer and a Director


Principal Financial Officer and 
Principal Accounting Officer:

/s/ Richard Van Hoesen         Senior Vice President, Chief   September 30, 1998
-----------------------------  Financial Officer and Secretary
Richard Van Hoesen

Additional Directors

/s/ J. Michael Gullard
-----------------------------   Director                      September 30, 1998
J. Michael Gullard

/s/ Harold Hughes
-----------------------------   Director                      September 30, 1998
Harold Hughes


------------------------------  Director                     September ___, 1998
J. Sidney Webb



                                      -6-

<PAGE> 8



/s/ Gary Greenfield
------------------------------  Director                      September 30, 1998
Gary Greenfield

/s/ Kevin Burns 
------------------------------  Director                      September 30, 1998
Kevin Burns

/s/ Michel Berty
------------------------------  Director                      September 22, 1998
Michel Berty

                                      -7-

<PAGE> 9


       

                                  Exhibit Index

                                                                    

Exhibit No.                   Description                                
----------                    -----------

  4.01(1) Registrant's  Memorandum  of  Association  dated as of March 28, 1983,
          as amended and restated to date  (incorporated  herein by reference to
          Exhibit 2.01 of the Registrant's 1998 Form 20-F (File No. 000-19696)).

  4.02(1) Registrant's  Articles of Association  dated  as  of June 19, 1996, as
          amended to date  (incorporated  herein by reference to Exhibit 2.02 of
          the Registrant's 1998 Form 20-F).

    4.03  Amended  and  Restated  Deposit  Agreement  dated as of March 16, 1998
          among the Registrant,  the Bank of New York and all owners and holders
          from  time to  time of  American  Depository  Receipts.  (incorporated
          herein by  reference  to Exhibit  2.04 of the  Registrant's  1998 Form
          20-F).

    4.04  Form of Specimen  Certificate for the Registrant's  Ordinary Shares at
          GBP 0.02 each (incorporated herein by reference to Exhibit 2.03 of the
          Registrant's 1998 Form 20-F).

    4.05  Registrant's 1998 Share Option Plan.

    5.01  Opinion of Memery Crystal.

   23.01  Consent of Memery Crystal (included in Exhibit 5.01).

   23.02  Consent of Ernst & Young, independent auditors

   23.03  Consent of PricewaterhouseCoopers LLP, independent auditors.

   24.01  Power of  Attorney  (see the  section in this  Registration  Statement
          entitled "Power of Attorney").

_______________________

       (1)   Filed on May 2,1997 as an Exhibit to the Registrant's Annual Report
             on Form 20-F.


                                      -8-

<PAGE> 10

EXHIBIT 4.05

          Rules of the 1998 Micro Focus Share Option Plan ("the Plan")


1.   Definitions

         In this Plan:

(a)  "Board" means the board of directors of the Company;

(b)  "Code" means the United States Internal Revenue Code of 1986 (as amended);

(c)  "The  Company"  means Micro Focus Group Public Limited Company incorporated
in England with number 1709998;

(d)  "Control" means the definition  thereof contained in section 840 of the  UK
Income and Corporation Taxes Act 1988;

(e)  "Date of  Grant"  means in relation to any Option, the date on  which  such
Option  is  granted  in accordance with Rule 9;

(f)  "Employer  Corporation"   means  any  company  within  the  Group for which
an Eligible  Person  who has been  granted an Option  under  this Plan  performs
services;

(g)  "Eligible  Person"  means  a  person  to  whom  an Option may be granted as
defined in Rule 2 below;

(h)  "Effective Date" means the completion date of the Merger;

(i)  "Group" means the Company and every other company of which the Company  has
direct or indirect Control;

(j)  "Incentive  Stock  Option"  means an Option which qualifies as an incentive
stock option  within the meaning of section 422 of the Code;

(k)  "ISO Group" means  the  Company and  any  other  company  which is a Parent
Corporation or Subsidiary Corporation of the Company;

                                      -1-
<PAGE> 11
 
(l)  "Merger"  means the merger of Intersolv,  Inc. with and into  Tower  Merger
Sub Inc.,  a  Subsidiary Corporation of the Company.(1)

(m)  "Option" means a right granted  by the Company in accordance with this Plan
to subscribe for Shares;

(n)  "Parent  Corporation"  means  any  corporation  (other  than  the  Company)
in an unbroken chain of corporations  ending with the Company if, at the time in
question, each of the corporations other than the Company owns stock (or shares)
possessing  50% or more of the total  combined  voting  power of all  classes of
stock (or shares) in one of the other corporations in such chain;

(o)  "Shares" means fully paid ordinary shares in the capital of the Company;

(p)  "Subsidiary  Corporation"  means any  corporation  (other than the Company)
in an unbroken chain of corporations  beginning with the Company if, at the time
in question,  each of the  corporations  other than the last  corporation in the
unbroken  chain  owns  stock  (or  shares)  possessing  50% or more of the total
combined  voting  power of all  classes of stock (or shares) in one of the other
corporations in such chain;

(q)  "10%  Shareholder"  means a person who owns  shares  representing more than
10% of the total  combined  voting power of all classes of shares in any company
which is a member of the ISO Group at the Date of Grant of an Option;

(r)  "fair market  value" means the average of the middle  market  quotations of
a share as derived from the Daily Official List of The London Stock  Exchange on
the three business days  immediately  preceding the Date of Grant.

2.   Persons to whom Options may be granted

(a)  Options  may only be  granted to current or former employees  and directors
of a member of the Group ("Eligible Persons").

                                      -2-
_______________________

     (1) The completion date of the merger was September 24, 1998.

<PAGE> 12

(b)  Subject to Rule 6 below,  Incentive  Stock Options  may be granted to  such
Eligible  Persons as the Board from time to time and in its absolute  discretion
may determine.

3.   Non-transferability of Options

Options shall be personal to the person to whom they are granted and shall lapse
forthwith  if they  are  purportedly  transferred  (otherwise  than to  personal
representatives upon death) assigned,  mortgaged, charged or otherwise alienated
or if that  person is  adjudicated  bankrupt or does or suffers any other act or
thing  whereby he or she would or might be deprived  of the legal or  beneficial
ownership of the Options.

4.   Number of Shares available to be put under option

(a)  Subject  to  Rule  13  below (relating  to variation in share capital), the
aggregate of (1) the total  number of Shares in respect of which  Options may be
granted in accordance  with this Plan during the period from the Effective  Date
to August 18, 2008 and (2) the total  number of Shares which may be issued under
all other  options  granted by the  Company and which  immediately  prior to the
completion  of the Merger  remain  capable of exercise may not exceed 15% of the
issued  share  capital  of  the  Company,  as  enlarged,  immediately  following
completion of the Merger (or an aggregate of 25,000,000 Shares, if less).

(b)  For the  avoidance  of doubt,  where  Options  under this Plan or any other
share  option plan or scheme  established  by the  Company  lapse or cease to be
exercisable  the Shares  under such  options may be the subject of new grants of
Options  under this Plan without  being  included in the limit in paragraph  (a)
above. To this end, in addition to the aforementioned limit, the total number of
Shares in  respect  of which  Options  may be  granted  under this Plan shall be
increased  to include the number of all or any Shares  which were the subject of
options  which have  lapsed or ceased to be  exercisable  under  other  plans or
schemes or former plans or schemes established by the Company.

(c)  The  number of shares  subject to an option  granted in   accordance   with
the Micro Focus  Inland  Revenue  Approved  Share  Option  Scheme,  which option
certificate  provides that the source of shares  subject  thereto is the pool of
shares  available  for grant in accordance  with this Plan,  shall reduce by the
same amount,  the number of Shares in respect of which Options may be granted in
accordance with this Plan. In accordance  with paragraph 4(b),  where such Micro

                                      -3-

<PAGE> 13

Focus Inland  Revenue  Approved Share Option Scheme options lapse or cease to be
exercisable,  the shares  under such options may be the subject of new grants of
Options under this Plan.

5.   Maximum number of Shares in respect of which Options may be granted to  any
person

Subject  to Rule 13 below,  the  maximum  number of Shares in  respect  of which
Options may be granted to any person in accordance  with this Plan in the period
of this authority  shall be 375,000  Shares.  Save that any person who commences
employment  for the first time  (whether  before or after the  adoption  of this
Plan) with the  Company or a member of the Group shall be eligible to be granted
Options in respect of up to  1,500,000  Shares in the period of 12 months  after
the commencement of his employment.

6.   Further restrictions on the grant of Incentive Stock Options

(a)  Incentive  Stock  Options may only be granted to employees  (as  that  term
is used in section 422 of the Code) of any company which is a member of the  ISO
Group at the Date of Grant.

(b)  The  aggregate  fair market  value (determined  as of the Date of Grant) of
Shares in respect of which Incentive Stock Options are exercisable for the first
time by an employee  during any calendar  year  pursuant to this Plan (and under
any other plan permitting the granting of Incentive Stock Options which might be
established by any company in the ISO Group) may not exceed  US$100,000.  If the
fair market  value of Shares on the Date of Grant in respect of which  Incentive
Stock  Options  are  exercisable  for the first time by an  employee  during any
calendar  year  exceeds  US$100,000,  then the Options for the first  US$100,000
worth of Shares to become  exercisable  in such  calendar year will be Incentive
Stock Options and the Options for the amount in excess of US$100,000 that become
exercisable in that calendar year will not be Incentive Stock Options.

                                      -4-
<PAGE> 14

7.   Payment for grant of Options

The amount,  if any,  payable in consideration of the grant of any Options shall
be as the Board may decide but in any event  shall not be more than GBP1,  which
shall not be returnable.

8.   Exercise Price

The exercise price payable for any Share to be acquired upon the exercise of any
Option  shall be not less than the fair  market  value of a Share on the Date of
Grant:

(a)  In the case of an Incentive Stock Option granted to a 10% Shareholder,  the
exercise  price shall be not less than 110% of the fair market  value of a Share
on the Date of Grant; and

(b)  in any event, the exercise price shall be not less than the  nominal  value
of a Share.

9.   Times at which Options may be granted

(a) Options may only be granted on or after the Effective  Date and  thereafter
during any of the following periods:

 (i)  within the period of 30 days immediately following the date of shareholder
      approval of this Plan (but no earlier than the Effective Date); or

 (ii) within the period of 42 days  immediately  following the date on which the
      Company  announces  its interim  or  preliminary  annual  trading  results
      for any  period to the press  and  The  London   Stock  Exchange (provided
      that in respect of  directors of  the Company that such date does not fall
      during the period of two months prior to the  announcement of  interim  or
      preliminary  annual trading results or, if shorter,  the  period  from the
      relevant  financial  period  end up to and  including  the time of the
      announcement); or
                                   
(iii) to any person who commences  employment with a member of the Group for the
      first time, within the period of 45 days immediately thereafter  (provided
      that in respect of directors of the Company such date does not fall during
      the   period  of  two  months  prior to  the  announcement  of  interim or
      preliminary annual  trading  results or, if  shorter,  the   period   from
      the relevant  financial  period end up to and
      including the time of the announcement).

                                       -5-

<PAGE> 15


(b)  the Board may grant  Options  outside the periods  specified  in this Plan 
in  circumstances  which the Board in its absolute discretion deem  sufficiently
exceptional  to justify the grant of Options at that time.

10.  Performance Targets

(a)  The  exercise  of any  Option  may by its  terms  be  conditional  upon the
attainment of one or more objective performance targets ("Performance Targets").
The terms of each  Performance  Target shall  themselves  be  determined  by the
Executive  Remuneration  Committee of the Board in its  discretion  and shall be
specified to the relevant  Eligible Person at the same time as the Date of Grant
to such Eligible Person.

(b)  Where an issue or  reorganisation  by the  Company  or any  member  of  the
Group (including,  without limitation,  any issue of shares or securities or any
reduction of capital or  sub-division or  consolidation  of shares) or any other
event or circumstance  (including a change in accounting policies or practice or
a change in the length of the Company's  accounting period) causes the Executive
Remuneration  Committee  reasonably  to consider  that a  different  Performance
Target (including in the case of Rules 11(b) and 14, an appropriate reduction in
the period for achieving such a Performance  Target) would be a more appropriate
measure of  performance  and that the  different  Performance  Target  will be a
fairer measure of such performance or that any amended  Performance  Target will
provide a more  effective  incentive  to the holders of Options,  the  Executive
Remuneration  Committee after due consultation  with the auditors of the Company
may  determine  that a new  Performance  Target  shall  be  substituted  for the
existing Performance Target applicable to such Option or Options.

(c)  Where the  Executive   Remuneration   Committee  has imposed a  Performance
Target  under Rule 10(a)  upon the grant of an  Option,  that  Option may not be
exercised except in accordance with any such Performance Target, as from time to
time varied in accordance with Rule 10(b).

11.  Option Period

(a)  No Option shall be capable of being  exercised  later than 10  years  after
the Date of Grant,  or in the case of an Incentive Stock Option granted to a 10%
Shareholder, 5 years after the Date of Grant.

                                      -6-
<PAGE> 16

(b)  Exercise of an Option shall always be subject to the  following  additional
provisions: (i) if the option holder ceases to provide services to any member of
the Group for any reason except the option holder's death or disability (whether
such  disability is temporary or permanent,  partial or total,  as determined by
the Board),  then the option  holder may exercise such option  holder's  Options
only to the  extent  that such  Options  would  have been  exercisable  upon the
effective  date of such  termination  no  later  than  three  months  after  the
effective date of such termination (or such longer or shorter time period as may
be specified in the Option), but in any event, no later than the expiration date
of the Options;  and (ii) if the option holder ceases to provide services to any
member of the Group because of the option  holder's  death or disability (or the
option holder dies within three months of termination  for any reason other than
death or disability)  then the option holder's  Options may be exercised only to
the extent that such Options would have been exercisable by the option holder on
the  effective  date of such  termination  and must be  exercised  by the option
holder (or the option holder's legal  representative or authorised  assignee) no
later  than 12 months  after the  effective  date of such  termination  (or such
longer or shorter time period as may be  specified  in the  Option),  but in any
event no later than the  expiration  date of the Options.  The phrase "ceases to
provide services" shall include termination of employment.

(c)  Options  shall become  exercisable  at such times and in such increments as
shall be determined by the Board.

12.  Stock Exchange Listing

All Shares allotted upon the exercise of any Option shall rank pari passu in all
respects  with the  Shares  then in issue  and the  Company  shall  apply to the
Council of The London Stock Exchange for Shares allotted  pursuant to any Option
to be admitted to the Official  List.  The Company  shall provide to each person
who shall hold one or more Options a copy of the annual report of the Company as
soon as reasonably practicable after it is released by the Company.

13.  Variation in share capital

(a)  As provided for in the rules of The London  Stock  Exchange,  in  the event
of any  increase  in the  number of Shares  issued by way of  capitalisation  or
rights issue or open offer, or any  sub-division,  consolidation or reduction of
any  other  variation  of share  capital,  the Board  will make the  appropriate
adjustment to:

                                      -7-

<PAGE> 17

(i)      the restrictions imposed by Rules 4 and 5 above; and/or

(ii)     the number of Shares which are subject to any Option; and/or

(iii)    the exercise price payable for each Share under any Option;

provided  that the  exercise  price  for any  Share  shall  not be less than the
nominal  value of such  Share  and no  adjustment  shall  cause an  Option to be
capable of being exercised later than as mentioned in Rule 11 above.

(b)  As required by the rules of The London Stock Exchange, except in  the  case
of a  capitalisation  issue no such  adjustment  shall be made without the prior
written  confirmation  of the auditors of the Company for the time being that it
is in their opinion fair and reasonable.

(c)  Written  notice of any  adjustment  shall be given to any  person   granted
an Option  who is  affected thereby.

14.  Winding-up of the Company and change of control

(a)  Notwithstanding  Rule 11 above,  it shall be a term and  condition  of any 
Option that in the event of notice being given to  shareholders  of a resolution
for the  winding-up  of the  Company,  the Option  shall be capable of  exercise
within the period of six months  commencing  on the date of such  notice and the
Option  shall  lapse  at the  end of such  period  or on the  winding  up of the
Company, if earlier.

(b)  If the Company is  succeeded  by a successor  corporation, or if any person
("the Offeror") obtains Control of the Company,  then the successor  corporation
or Offeror may assume,  convert or replace any or all outstanding Options, which
action will be binding on all option holders. In the alternative,  the successor
corporation   or  Offeror   may   substitute   equivalent   options  or  provide
substantially  similar  consideration  to  option  holders  as was  provided  to
shareholders (after taking into account the existing provisions of the Options).
If such  successor  corporation  or  Offeror  refuses  to assume  or  substitute
Options,  such Options shall  accelerate and become  exercisable in full on such
conditions as the Board shall  determine  prior to such  succession or change of
Control.  Any Options not so replaced or  exercised  shall lapse and cease to be
exercisable.

                                      -8-
<PAGE> 18

15.  Alteration of the Plan

(a)  Subject to Rule 15(b) below,  the Board may at any time alter or add to all
or any of the provisions of the Plan in any respect.

(b)  Subject to Rule 15(c) below,  no  alterations  or addition shall be made to
any  provision of the Plan  without the prior  approval of  shareholders  of the
Company in general  meeting  except  for:  (i) minor  amendments  to benefit the
administration  of the Plan; or (ii) alterations or additions that are necessary
or desirable in order to comply with the laws and regulations for the time being
in force in the United  Kingdom or the United  States of America or to obtain or
maintain  approval  of the Plan  from any  government  or  other  regulatory  or
advisory  body whether in the United  Kingdom,  the United  States of America or
elsewhere,  provided that any such  alteration or addition  shall not affect the
basic  principles of the Plan; or (iii)  alternations or additions to ensure and
maintain treatment as Incentive Stock Options of those Options granted and to be
granted that are intended to be treated as such.

(c)  No alterations or additions  shall be made to an outstanding  Option to the
disadvantage  of the holder  thereof  without the prior written  consent of such
holder.

16.  Administration and Interpretation of the Plan

The Plan  shall be  administered  by the Board or, to the  extent  necessary  to
comply with the laws and regulations of the United Kingdom and the United States
of America, by the Executive Remuneration Committee of the Board. Subject to the
general purposes, terms and conditions of the Plan, the Board or, if applicable,
the  Executive  Remuneration  Committee  of the Board,  shall have full power to
implement and carry out the Plan.  Any  determination  made by the Board,  or if
applicable,  the Executive Remuneration Committee of the Board, shall be made in
its  sole  discretion  on  the  Date  of  Grant  of the  Option  or,  unless  in
contravention of any express term of the Plan or Option,  at any later time, and
such determination shall be final and binding on the members of the Group and on
all persons having an interest in any Option under the Plan.

                                      -9-
<PAGE> 19

17.  Duration of the Plan

The  authority to grant  Options  under the Plan will expire on August 18, 2008,
the last day of the ten year period  commencing on the date this Plan is adopted
by the Board.


                                      -10-


<PAGE> 20


EXHIBIT 5.01


30 September 1998

MICRO FOCUS GROUP plc                        MEMERY CRYSTAL
The Lawn                                     Solicitors
Old Bath Road                                31 Southampton Row
Newbury                                      London  WC1B 5HT
Berkshire  RG14 1QN                          Telephone:  +44(0)  171 242 5905
                                             LDE No:  156 Chancery Lane
                                             E-mail:  mc@memery-crystal.co.uk
                                             Fax:  +44(0) 171 242 2058
                                             Group 4 Fax:  +44(0) 171 405 7674


Dear Sirs

Registration Statement on Form S-8
----------------------------------

     1.   This opinion is given in connection with the registration under the US
          Securities Act 1933, as amended ("the  Securities  Act"),  of Ordinary
          Shares of 2p nominal value each (each a "Share" and plurally  referred
          to as the  "Shares") in Micro Focus Group plc ("the  Company"),  which
          may be issued  pursuant to options  issued  under the  Intersolv  1982
          Stock Option Plan, the Intersolv 1992 Stock Option Plan, the Intersolv
          1997  Employee  Option  Plan,  the Q & E  Stock  Option  Plan  and the
          TechGnosis Stock Option Plan and warrants issued by Intersolv, Inc. to
          certain of its employees and assumed by the Company on its acquisition
          of the stock of  Intersolv,  Inc. in  September  1998  (together  "the
          Assumed  Equity  Awards")  and the 1998 Micro Focus Share  Option Plan
          ("the 1998 Plan").


     2.   We have acted as English  legal  advisers to the Company in connection
          with the foregoing.  In so acting,  we have examined such certificates
          of the Company and directors  and/or officers thereof and originals or
          copies of all such corporate  documents and records of the Company and
          all such other  documents  as we deemed  relevant  and  necessary as a
          basis  for our  opinion  hereinafter  set  forth.  We have,  with your
          consent, relied upon such certificates of directors and/or officers of
          the Company and upon statements and information furnished by directors
          and/or officers of the Company with respect to their authority and the
          accuracy of all factual  matters  contained  therein which we have not
          independently established. We have also assumed the genuineness of all
          signatures  thereon  or on the  originals  of  documents  referred  to
          therein.

     3.   This  opinion  is  limited  to  English  law  as at  the  date  hereof
          applicable and as currently applied by the English Courts and is given
          on the  basis  that  it  will  be  governed  by and  be  construed  in
          accordance with current English law. We have  accordingly not made any
          investigations of the laws of any jurisdictions other than England.

                                    

<PAGE> 21
                                       -2-
                                                               30 September 1998

     4.   You have  confirmed  to us that all  necessary  proceedings  have been
          taken by you in connection  with the  assumption by the Company of the
          Assumed  Equity  Awards and in  connection  with the  adoption  by the
          Company of the 1998 Plan and we have therefore  assumed such in giving
          the opinion contained herein.

     5.   It is our opinion that the Shares that may be issued upon the exercise
          of the  Assumed  Equity  Awards or upon  exercise of the options to be
          granted under the 1998 Plan when issued in  accordance  with the terms
          of such options and the plans pursuant to which such options were duly
          granted,  and in accordance with the Company's Memorandum and Articles
          of  Association,  and  in  the  manner  referred  to in  the  relevant
          prospectus  associated with the Form S-8 Registration  Statement to be
          filed  by  the  Company  on  or  around  30th   September  1998  ("the
          Registration  Statement")  will be  legally  issued,  fully  paid  and
          non-assessable.

     6.   For the  purpose  of this  opinion,  we have  assumed  that  the  term
          "non-assessable"  in  relation to the Shares  means under  English law
          that holders of such  Shares,  having fully paid up all amounts due on
          such Shares as to the  nominal  amount and any  premium  thereon,  are
          under no further  personal  liability to  contribute  to the assets or
          liabilities  of the Company in their  capacities  purely as holders of
          such Shares.

This opinion is strictly  limited to the matters  stated herein and is not to be
read as extending by implication to any other matter whatsoever.

This  opinion is given to you solely for your benefit and for the purpose of the
Registration  Statement.  It is not to be transmitted to any other person nor is
it to be  relied  upon by any  other  person  or for any  purpose  or  quoted or
referred to in any public document without our prior written consent except that
we  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement  and  further  consent  to the  references  to us in the  Registration
Statement. In giving the consent, we do not admit that we are in the category of
persons whose consent is required  under Section 7 of the  Securities Act or the
rules and regulations thereunder.

Yours faithfully

/s/ Memery Crystal 

MEMERY CRYSTAL




<PAGE> 22


EXHIBIT 23.02



          CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the employee share plans named on the facing sheet thereof of
our  reports  dated May 1,  1998  with  respect  to the  consolidated  financial
statements  of Micro  Focus  Group  Public  Limited  Company  for the year ended
January 31, 1998 incorporated by reference in its Report of Foreign Issuer (Form
6-K) and in its Annual  Report (Form 20-F) and the related  financial  statement
schedule included therein, filed with the Securities and Exchange Commission.


                                                               /s/ Ernst & Young

Reading, England
25 September, 1998



<PAGE> 23



EXHIBIT 23.03



                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the  incorporation by reference in the  registration  statement of
Micro Focus Group Public Limited  Company on Form S-8 of our report,  dated June
17, 1998, on our audits of the consolidated  financial  statements of Intersolv,
Inc. ("the Company"), which report is included in the Company's Annual Report on
Form 10-K for the year ended April 30, 1998



                                                /s/   PricewaterhouseCoopers LLP


McLean, Virginia
September 25, 1998
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 51564}]
{"company-data": {"conformed-name": "MICRO FOCUS GROUP PUBLIC LIMITED COMPANY", "cik": "0000881581", "assigned-sic": "3577", "irs-number": "000000000", "state-of-incorporation": "X0", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65027", "film-number": "98718799"}, "business-address": {"street1": "THE LAWN OLD BATH ROAD", "city": "NEWBURY ENGLAND", "state": "X0"}, "mail-address": {"street2": "701 EAST MIDDLEFIELD ROAD", "city": "MOUNTAIN", "state": "CA", "zip": "94303"}}
1

      As filed with the Securities and Exchange Commission on September 30, 1998
                                                          Registration No. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              MICRO FOCUS GROUP PLC
             (Exact Name of Registrant as Specified in Its Charter)

      England and Wales                                 Not applicable
 State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                     Identification No.)
                          The Lawn, 22-30 Old Bath Road
                               Berkshire RG14 1QN
                                Newbury, England
                    (Address of Principal Executive Offices)

                            Options Issued Under the
                        Intersolv 1982 Stock Option Plan,
                        Intersolv 1992 Stock Option Plan,
                      Intersolv 1997 Employee Option Plan,
                           Q&E Stock Option Plan, and
                          TechGnosis Stock Option Plan
                            Assumed by the Registrant

                        Warrants Issued by Intersolv Inc.
                         to Certain Intersolv Employees
                            Assumed by the Registrant

                       1998 Micro Focus Share Option Plan
                            (Full Title of the Plans)

                               Richard Van Hoesen
          Senior Vice President, Chief Financial Officer and Secretary
                              Micro Focus Group plc
                          c/o Micro Focus Incorporated
                            701 East Middlefield Road
                         Mountain View, California 94043
                                 (650) 938-3700
            (Name, Address and Telephone Number of Agent For Service)

                          Copies of Communications to:

                             Fritz K. Koehler, Esq.
                                 Senior Counsel
                              Micro Focus Group plc
                          c/o Micro Focus Incorporated
                            701 East Middlefield Road
                         Mountain View, California 94043
                                 (650) 938-3700
2

                         CALCULATION OF REGISTRATION FEE
------------------------------------------ ---------------- --------------------- --------------------- -----------------

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

Ordinary Shares, GPB 0.02 par value,
represented by American Depositary Shares  13,702,061(2)          $4.40(3)           $60,289,068.40        $17,785.28

------------------------------------------ ---------------- --------------------- --------------------- -----------------

Ordinary Shares, GPB 0.02 par value,
represented by American Depositary Shares  12,450,710(4)         $4.105(5)           $51,110,164.55        $15,077.50

------------------------------------------ ---------------- --------------------- --------------------- -----------------

(1)   A separate registration  statement on Form F-6 (File No. 33-34422)filed with the Securities and Exchange Commission 
      on April 18, 1990, as amended pursuant to post-effective amendment number 1 thereto dated March 25, 1998  has  been  
      declared  effective  with  respect  to the  American Depositary Shares represented by American Depositary  Receipts 
      issuable on a basis of one American  Depositary  Share for each five Ordinary Shares registered hereby upon deposit 
      of such Ordinary Shares.

(2)   Shares available for issuance and not yet subject to outstanding options as of September 24, 1998  under  the  1998 
      Micro Focus Share Option Plan.

(3)   Estimated  solely for the purpose of calculating the  registration  fee in accordance  with Rules 457(h) and  457(c) 
      under the  Securities Act of 1933 and based upon the average of the high and low prices of  Ordinary Shares reported 
      on the London Stock Exchange on September 23, 1998. Converted to U.S. Dollars from G.B. Pounds on the basis of $1.68 
      U.S. Dollars per G.B. Pound.

(4)   Shares subject to outstanding ptions as of September 23, 1998 under the Intersolv  1982 Stock Option Plan, Intersolv  
      1992 Stock  Option  Plan, Intersolv 1997 Employee  Option Plan, Q&E Stock Option Plan and  TechGnosis  Stock  Option  
      Plan and  shares  subject  to  outstanding  warrants  as of September 23, 1998.

(5)   Weighted  average per share  exercise price for such  outstanding  options pursuant to Rule 457(h)(1).
3

                              MICRO FOCUS GROUP PLC
                       REGISTRATION STATEMENT ON FORM S-8
        
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated herein by reference:

          (a)      The Registrant's Form 20-F filed on May 29, 1998 for the year
                   ended  January 31,  1998 (the "1998 Form  20-F")  pursuant to
                   Section 13 of the Securities Exchange Act of 1934, as amended
                   (the "Exchange Act"), which incorporates by reference audited
                   financial statements for the year ended January 31, 1998; the
                   Registrant's  Prospectus/Proxy  Statement filed on August 25,
                   1998 under Rule  424(b)(3) of the Securities Act of 1933; and
                   Intersolv Inc.'s Form 10-K filed for the year ended April 30,
                   1998 pursuant to Section 13 of the Exchange Act;

          (b)      The  Registrant's  Forms 6-K for the fiscal  quarters  ending
                   April 30,  1998 and July 31,  1998 filed on May 14,  1998 and
                   September 22, 1998, respectively pursuant to Section 13(a) of
                   the  Exchange Act since the end of the fiscal year covered by
                   the annual report referred to in (a) above;

           (c)     The description of the Registrant's Ordinary Shares contained
                   in the 1998 Form  20-F,  including  any  amendment  or report
                   filed for the purpose of updating such description.

           All  documents  subsequently  filed  by the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the 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 and Limitation of Liability.
------   ----------------------------------------------------------------------

         The  Registrant's  Articles of  Association  contain a provision to the
effect  that,  so far as permitted by the  statutory  provisions  of English law
concerning  companies,  the directors,  other officers and auditor of Registrant
shall be indemnified by the Registrant against  liabilities  incurred by them in
relation to the exercise of their duties as  directors,  officers or the auditor
of  Registrant,  respectively.  However,  Section 310 of the  Companies Act 1985
renders any such indemnity  ineffective to the extent it covers any  negligence,
default, breach of duty or breach of trust of which the director,  other officer
or auditor  may be guilty in relation  to the  Registrant,  except to the extent
that it covers liabilities  incurred by the director,  other officer or auditor,
respectively,  in respect of court proceedings in which judgment is given in his
favor.
                                      -2-
4

         The Registrant's policy is to enter into indemnity agreements with each
of its directors and executive officers. In addition,  Micro Focus Incorporated,
a  subsidiary  of  Registrant  incorporated  under  the  laws  of the  State  of
California,  has  also  entered  into  indemnity  agreements  with  Registrant's
directors  and  executive  officers.   The  indemnity  agreements  provide  that
directors and executive  officers will be  indemnified  and held harmless to the
fullest  possible  extent  permitted  by  law  including  against  all  expenses
(including  attorneys' fees),  judgments,  fines and settlement  amounts paid or
reasonably  incurred by them in any action,  suit or  proceeding,  including any
derivative  action by or in the right of the  Registrant,  on  account  of their
services as  directors,  officers,  employees or agents of any other  company or
enterprise  when they are  serving  in such  capacities  at the  request  of the
Registrant.  Neither  the  Registrant  nor  Micro  Focus  Incorporated  will  be
obligated  pursuant to the  agreements  to indemnify  or advance  expenses to an
indemnified  party with respect to proceedings  or claims:  (i) initiated by the
indemnified party and not by way of defense, except with respect to a proceeding
authorized  by the Board of  Directors  and  successful  proceedings  brought to
enforce a right to indemnification  under the indemnification  agreements;  (ii)
for any  amounts  paid in  settlement  of a  proceeding  unless  the  Registrant
consents to such  settlement;  (iii) on account of any suit in which judgment is
rendered  against the  indemnified  party for an accounting of profits made from
the purchase or sale by the  indemnified  party of securities of the  Registrant
pursuant to the  provisions  of Section  16(b) of the  Exchange  Act and related
laws;  (iv) on  account  of  conduct  by an  indemnified  party  that is finally
adjudged to have not been honest and reasonable under the circumstances;  (v) on
account of any  criminal  action or  proceeding  arising out of conduct that the
indemnified  party had  reasonable  cause to believe was  unlawful;  (vi) if the
liabilities  relating thereto are paid to the indemnified  party by an insurance
carrier under a directors' and officers'  liability  insurance policy maintained
by the Registrant or Micro Focus Incorporated; or (vii) if a final decision by a
court   having   jurisdiction   in  the  matter   shall   determine   that  such
indemnification is not lawful.

         The  indemnity  agreements  are not exclusive of any rights a director,
other  officer or auditor  may have under the  Articles  of  Association,  other
agreements,  any  majority-in-interest  vote  of the  shareholders  or  vote  of
disinterested directors, applicable law or otherwise.

         The indemnification  provision in the Articles of Association,  and the
indemnity agreements, may be sufficiently broad to permit indemnification of the
Registrant's  directors and executive officers for liabilities arising under the
Securities  Act. In  addition,  the  Registrant  has  directors'  and  officers'
liability insurance.

Item 7.  Exemption from Registration Claimed.
-------  -----------------------------------

          Not applicable.

Item 8.  Exhibits.
-------  ---------

         4.01(1)     Registrant's  Memorandum of  Association  dated as of March
                     28,  1983,  as amended and  restated to date  (incorporated
                     herein by  reference  to Exhibit  2.01 of the  Registrant's
                     1998 Form 20-F (File No. 000-19696)).

         4.02(1)     Registrant's  Articles of Association  dated as of June 19,
                     1996, as amended to date (incorporated  herein by reference
                     to Exhibit 2.02 of the Registrant's 1998 Form 20-F).

         4.03        Amended and Restated  Deposit  Agreement  dated as of March
                     16, 1998 among the Registrant, the Bank of New York and all
                     owners and holders from time to time of American Depository
                     Receipts. (incorporated herein by reference to Exhibit 2.04
                     of the Registrant's 1998 Form 20-F).
   
                                       -3-
5
 
        4.04        Form of Specimen Certificate for the Registrant's  Ordinary
                    Shares at GBP 0.02 each  (incorporated  herein by reference
                    to Exhibit 2.03 of the Registrant's 1998 Form 20-F).

        4.05        Registrant's 1998 Share Option Plan.

        5.01        Opinion of Memery Crystal.

       23.01        Consent of Memery Crystal (included in Exhibit 5.01).

       23.02        Consent of Ernst & Young, independent auditors

       23.03        Consent of PricewaterhouseCoopers LLP, independent auditors.

       24.01        Power of  Attorney  (see the  section in this  Registration
                    Statement entitled "Power of Attorney").
        ______________________________
        
             (1)     Filed on May 2, 1997  as  an  Exhibit to  the  Registrant's
                     Annual Report on Form 20-F.

Item 9.  Undertakings.
------   ------------

          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;

               (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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent no more than a 20 percent change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    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 (1)(i) and (1)(ii) above 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 Exchange Act that are incorporated by reference in the Registration
Statement.

              (2) That, for the purpose of determining  any liability  under the
Securities 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.
                                      -4-
6

              (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.

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in 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.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  provisions  discussed in Item 6 hereof,  or
otherwise, the Registrant has been advised that in the opinion of the 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 Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      -5-
7

                                   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 Mountain View, State of California, on the 30 day of
September, 1998.

                              MICRO FOCUS GROUP PLC

                                   By:/s/ Richard Van Hoesen    
                                      -----------------------------------------
                                      Richard Van Hoesen, Senior Vice President,
                                      Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Martin Waters and Richard Van Hoesen, and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of  substitution,  for him and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form  S-8,  and to file the  same  with all
exhibits thereto and all documents in connection therewith,  with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact and agents or any of them, or his or
their  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 and on the dates indicated.

      Signature                           Title                      Date
      ---------                           -----                      -----

Principal Executive Officer:

/s/ Martin Waters 
----------------------------   President, Chief Executive     September 30, 1998
Martin Waters                  Officer and a Director

Principal Financial Officer and 
Principal Accounting Officer:

/s/ Richard Van Hoesen         Senior Vice President, Chief   September 30, 1998
-----------------------------  Financial Officer and Secretary
Richard Van Hoesen

Additional Directors

/s/ J. Michael Gullard
-----------------------------   Director                      September 30, 1998
J. Michael Gullard

/s/ Harold Hughes
-----------------------------   Director                      September 30, 1998
Harold Hughes

------------------------------  Director                     September ___, 1998
J. Sidney Webb

                                      -6-
8

/s/ Gary Greenfield
------------------------------  Director                      September 30, 1998
Gary Greenfield

/s/ Kevin Burns 
------------------------------  Director                      September 30, 1998
Kevin Burns

/s/ Michel Berty
------------------------------  Director                      September 22, 1998
Michel Berty

                                      -7-
9

       

                                  Exhibit Index

                                                                    

Exhibit No.                   Description                                
----------                    -----------

  4.01(1) Registrant's  Memorandum  of  Association  dated as of March 28, 1983,
          as amended and restated to date  (incorporated  herein by reference to
          Exhibit 2.01 of the Registrant's 1998 Form 20-F (File No. 000-19696)).

  4.02(1) Registrant's  Articles of Association  dated  as  of June 19, 1996, as
          amended to date  (incorporated  herein by reference to Exhibit 2.02 of
          the Registrant's 1998 Form 20-F).

    4.03  Amended  and  Restated  Deposit  Agreement  dated as of March 16, 1998
          among the Registrant,  the Bank of New York and all owners and holders
          from  time to  time of  American  Depository  Receipts.  (incorporated
          herein by  reference  to Exhibit  2.04 of the  Registrant's  1998 Form
          20-F).

    4.04  Form of Specimen  Certificate for the Registrant's  Ordinary Shares at
          GBP 0.02 each (incorporated herein by reference to Exhibit 2.03 of the
          Registrant's 1998 Form 20-F).

    4.05  Registrant's 1998 Share Option Plan.

    5.01  Opinion of Memery Crystal.

   23.01  Consent of Memery Crystal (included in Exhibit 5.01).

   23.02  Consent of Ernst & Young, independent auditors

   23.03  Consent of PricewaterhouseCoopers LLP, independent auditors.

   24.01  Power of  Attorney  (see the  section in this  Registration  Statement
          entitled "Power of Attorney").

_______________________

       (1)   Filed on May 2,1997 as an Exhibit to the Registrant's Annual Report
             on Form 20-F.

                                      -8-
10

EXHIBIT 4.05

          Rules of the 1998 Micro Focus Share Option Plan ("the Plan")

1.   Definitions

         In this Plan:

(a)  "Board" means the board of directors of the Company;

(b)  "Code" means the United States Internal Revenue Code of 1986 (as amended);

(c)  "The  Company"  means Micro Focus Group Public Limited Company incorporated
in England with number 1709998;

(d)  "Control" means the definition  thereof contained in section 840 of the  UK
Income and Corporation Taxes Act 1988;

(e)  "Date of  Grant"  means in relation to any Option, the date on  which  such
Option  is  granted  in accordance with Rule 9;

(f)  "Employer  Corporation"   means  any  company  within  the  Group for which
an Eligible  Person  who has been  granted an Option  under  this Plan  performs
services;

(g)  "Eligible  Person"  means  a  person  to  whom  an Option may be granted as
defined in Rule 2 below;

(h)  "Effective Date" means the completion date of the Merger;

(i)  "Group" means the Company and every other company of which the Company  has
direct or indirect Control;

(j)  "Incentive  Stock  Option"  means an Option which qualifies as an incentive
stock option  within the meaning of section 422 of the Code;

(k)  "ISO Group" means  the  Company and  any  other  company  which is a Parent
Corporation or Subsidiary Corporation of the Company;

                                      -1-
11
 
(l)  "Merger"  means the merger of Intersolv,  Inc. with and into  Tower  Merger
Sub Inc.,  a  Subsidiary Corporation of the Company.(1)

(m)  "Option" means a right granted  by the Company in accordance with this Plan
to subscribe for Shares;

(n)  "Parent  Corporation"  means  any  corporation  (other  than  the  Company)
in an unbroken chain of corporations  ending with the Company if, at the time in
question, each of the corporations other than the Company owns stock (or shares)
possessing  50% or more of the total  combined  voting  power of all  classes of
stock (or shares) in one of the other corporations in such chain;

(o)  "Shares" means fully paid ordinary shares in the capital of the Company;

(p)  "Subsidiary  Corporation"  means any  corporation  (other than the Company)
in an unbroken chain of corporations  beginning with the Company if, at the time
in question,  each of the  corporations  other than the last  corporation in the
unbroken  chain  owns  stock  (or  shares)  possessing  50% or more of the total
combined  voting  power of all  classes of stock (or shares) in one of the other
corporations in such chain;

(q)  "10%  Shareholder"  means a person who owns  shares  representing more than
10% of the total  combined  voting power of all classes of shares in any company
which is a member of the ISO Group at the Date of Grant of an Option;

(r)  "fair market  value" means the average of the middle  market  quotations of
a share as derived from the Daily Official List of The London Stock  Exchange on
the three business days  immediately  preceding the Date of Grant.

2.   Persons to whom Options may be granted

(a)  Options  may only be  granted to current or former employees  and directors
of a member of the Group ("Eligible Persons").

                                      -2-
_______________________

     (1) The completion date of the merger was September 24, 1998.
12

(b)  Subject to Rule 6 below,  Incentive  Stock Options  may be granted to  such
Eligible  Persons as the Board from time to time and in its absolute  discretion
may determine.

3.   Non-transferability of Options

Options shall be personal to the person to whom they are granted and shall lapse
forthwith  if they  are  purportedly  transferred  (otherwise  than to  personal
representatives upon death) assigned,  mortgaged, charged or otherwise alienated
or if that  person is  adjudicated  bankrupt or does or suffers any other act or
thing  whereby he or she would or might be deprived  of the legal or  beneficial
ownership of the Options.

4.   Number of Shares available to be put under option

(a)  Subject  to  Rule  13  below (relating  to variation in share capital), the
aggregate of (1) the total  number of Shares in respect of which  Options may be
granted in accordance  with this Plan during the period from the Effective  Date
to August 18, 2008 and (2) the total  number of Shares which may be issued under
all other  options  granted by the  Company and which  immediately  prior to the
completion  of the Merger  remain  capable of exercise may not exceed 15% of the
issued  share  capital  of  the  Company,  as  enlarged,  immediately  following
completion of the Merger (or an aggregate of 25,000,000 Shares, if less).

(b)  For the  avoidance  of doubt,  where  Options  under this Plan or any other
share  option plan or scheme  established  by the  Company  lapse or cease to be
exercisable  the Shares  under such  options may be the subject of new grants of
Options  under this Plan without  being  included in the limit in paragraph  (a)
above. To this end, in addition to the aforementioned limit, the total number of
Shares in  respect  of which  Options  may be  granted  under this Plan shall be
increased  to include the number of all or any Shares  which were the subject of
options  which have  lapsed or ceased to be  exercisable  under  other  plans or
schemes or former plans or schemes established by the Company.

(c)  The  number of shares  subject to an option  granted in   accordance   with
the Micro Focus  Inland  Revenue  Approved  Share  Option  Scheme,  which option
certificate  provides that the source of shares  subject  thereto is the pool of
shares  available  for grant in accordance  with this Plan,  shall reduce by the
same amount,  the number of Shares in respect of which Options may be granted in
accordance with this Plan. In accordance  with paragraph 4(b),  where such Micro

                                      -3-
13

Focus Inland  Revenue  Approved Share Option Scheme options lapse or cease to be
exercisable,  the shares  under such options may be the subject of new grants of
Options under this Plan.

5.   Maximum number of Shares in respect of which Options may be granted to  any
person

Subject  to Rule 13 below,  the  maximum  number of Shares in  respect  of which
Options may be granted to any person in accordance  with this Plan in the period
of this authority  shall be 375,000  Shares.  Save that any person who commences
employment  for the first time  (whether  before or after the  adoption  of this
Plan) with the  Company or a member of the Group shall be eligible to be granted
Options in respect of up to  1,500,000  Shares in the period of 12 months  after
the commencement of his employment.

6.   Further restrictions on the grant of Incentive Stock Options

(a)  Incentive  Stock  Options may only be granted to employees  (as  that  term
is used in section 422 of the Code) of any company which is a member of the  ISO
Group at the Date of Grant.

(b)  The  aggregate  fair market  value (determined  as of the Date of Grant) of
Shares in respect of which Incentive Stock Options are exercisable for the first
time by an employee  during any calendar  year  pursuant to this Plan (and under
any other plan permitting the granting of Incentive Stock Options which might be
established by any company in the ISO Group) may not exceed  US$100,000.  If the
fair market  value of Shares on the Date of Grant in respect of which  Incentive
Stock  Options  are  exercisable  for the first time by an  employee  during any
calendar  year  exceeds  US$100,000,  then the Options for the first  US$100,000
worth of Shares to become  exercisable  in such  calendar year will be Incentive
Stock Options and the Options for the amount in excess of US$100,000 that become
exercisable in that calendar year will not be Incentive Stock Options.

                                      -4-
14

7.   Payment for grant of Options

The amount,  if any,  payable in consideration of the grant of any Options shall
be as the Board may decide but in any event  shall not be more than GBP1,  which
shall not be returnable.

8.   Exercise Price

The exercise price payable for any Share to be acquired upon the exercise of any
Option  shall be not less than the fair  market  value of a Share on the Date of
Grant:

(a)  In the case of an Incentive Stock Option granted to a 10% Shareholder,  the
exercise  price shall be not less than 110% of the fair market  value of a Share
on the Date of Grant; and

(b)  in any event, the exercise price shall be not less than the  nominal  value
of a Share.

9.   Times at which Options may be granted

(a) Options may only be granted on or after the Effective  Date and  thereafter
during any of the following periods:

 (i)  within the period of 30 days immediately following the date of shareholder
      approval of this Plan (but no earlier than the Effective Date); or

 (ii) within the period of 42 days  immediately  following the date on which the
      Company  announces  its interim  or  preliminary  annual  trading  results
      for any  period to the press  and  The  London   Stock  Exchange (provided
      that in respect of  directors of  the Company that such date does not fall
      during the period of two months prior to the  announcement of  interim  or
      preliminary  annual trading results or, if shorter,  the  period  from the
      relevant  financial  period  end up to and  including  the time of the
      announcement); or
                                   
(iii) to any person who commences  employment with a member of the Group for the
      first time, within the period of 45 days immediately thereafter  (provided
      that in respect of directors of the Company such date does not fall during
      the   period  of  two  months  prior to  the  announcement  of  interim or
      preliminary annual  trading  results or, if  shorter,  the   period   from
      the relevant  financial  period end up to and
      including the time of the announcement).

                                       -5-
15

(b)  the Board may grant  Options  outside the periods  specified  in this Plan 
in  circumstances  which the Board in its absolute discretion deem  sufficiently
exceptional  to justify the grant of Options at that time.

10.  Performance Targets

(a)  The  exercise  of any  Option  may by its  terms  be  conditional  upon the
attainment of one or more objective performance targets ("Performance Targets").
The terms of each  Performance  Target shall  themselves  be  determined  by the
Executive  Remuneration  Committee of the Board in its  discretion  and shall be
specified to the relevant  Eligible Person at the same time as the Date of Grant
to such Eligible Person.

(b)  Where an issue or  reorganisation  by the  Company  or any  member  of  the
Group (including,  without limitation,  any issue of shares or securities or any
reduction of capital or  sub-division or  consolidation  of shares) or any other
event or circumstance  (including a change in accounting policies or practice or
a change in the length of the Company's  accounting period) causes the Executive
Remuneration  Committee  reasonably  to consider  that a  different  Performance
Target (including in the case of Rules 11(b) and 14, an appropriate reduction in
the period for achieving such a Performance  Target) would be a more appropriate
measure of  performance  and that the  different  Performance  Target  will be a
fairer measure of such performance or that any amended  Performance  Target will
provide a more  effective  incentive  to the holders of Options,  the  Executive
Remuneration  Committee after due consultation  with the auditors of the Company
may  determine  that a new  Performance  Target  shall  be  substituted  for the
existing Performance Target applicable to such Option or Options.

(c)  Where the  Executive   Remuneration   Committee  has imposed a  Performance
Target  under Rule 10(a)  upon the grant of an  Option,  that  Option may not be
exercised except in accordance with any such Performance Target, as from time to
time varied in accordance with Rule 10(b).

11.  Option Period

(a)  No Option shall be capable of being  exercised  later than 10  years  after
the Date of Grant,  or in the case of an Incentive Stock Option granted to a 10%
Shareholder, 5 years after the Date of Grant.

                                      -6-
16

(b)  Exercise of an Option shall always be subject to the  following  additional
provisions: (i) if the option holder ceases to provide services to any member of
the Group for any reason except the option holder's death or disability (whether
such  disability is temporary or permanent,  partial or total,  as determined by
the Board),  then the option  holder may exercise such option  holder's  Options
only to the  extent  that such  Options  would  have been  exercisable  upon the
effective  date of such  termination  no  later  than  three  months  after  the
effective date of such termination (or such longer or shorter time period as may
be specified in the Option), but in any event, no later than the expiration date
of the Options;  and (ii) if the option holder ceases to provide services to any
member of the Group because of the option  holder's  death or disability (or the
option holder dies within three months of termination  for any reason other than
death or disability)  then the option holder's  Options may be exercised only to
the extent that such Options would have been exercisable by the option holder on
the  effective  date of such  termination  and must be  exercised  by the option
holder (or the option holder's legal  representative or authorised  assignee) no
later  than 12 months  after the  effective  date of such  termination  (or such
longer or shorter time period as may be  specified  in the  Option),  but in any
event no later than the  expiration  date of the Options.  The phrase "ceases to
provide services" shall include termination of employment.

(c)  Options  shall become  exercisable  at such times and in such increments as
shall be determined by the Board.

12.  Stock Exchange Listing

All Shares allotted upon the exercise of any Option shall rank pari passu in all
respects  with the  Shares  then in issue  and the  Company  shall  apply to the
Council of The London Stock Exchange for Shares allotted  pursuant to any Option
to be admitted to the Official  List.  The Company  shall provide to each person
who shall hold one or more Options a copy of the annual report of the Company as
soon as reasonably practicable after it is released by the Company.

13.  Variation in share capital

(a)  As provided for in the rules of The London  Stock  Exchange,  in  the event
of any  increase  in the  number of Shares  issued by way of  capitalisation  or
rights issue or open offer, or any  sub-division,  consolidation or reduction of
any  other  variation  of share  capital,  the Board  will make the  appropriate
adjustment to:

                                      -7-
17

(i)      the restrictions imposed by Rules 4 and 5 above; and/or

(ii)     the number of Shares which are subject to any Option; and/or

(iii)    the exercise price payable for each Share under any Option;

provided  that the  exercise  price  for any  Share  shall  not be less than the
nominal  value of such  Share  and no  adjustment  shall  cause an  Option to be
capable of being exercised later than as mentioned in Rule 11 above.

(b)  As required by the rules of The London Stock Exchange, except in  the  case
of a  capitalisation  issue no such  adjustment  shall be made without the prior
written  confirmation  of the auditors of the Company for the time being that it
is in their opinion fair and reasonable.

(c)  Written  notice of any  adjustment  shall be given to any  person   granted
an Option  who is  affected thereby.

14.  Winding-up of the Company and change of control

(a)  Notwithstanding  Rule 11 above,  it shall be a term and  condition  of any 
Option that in the event of notice being given to  shareholders  of a resolution
for the  winding-up  of the  Company,  the Option  shall be capable of  exercise
within the period of six months  commencing  on the date of such  notice and the
Option  shall  lapse  at the  end of such  period  or on the  winding  up of the
Company, if earlier.

(b)  If the Company is  succeeded  by a successor  corporation, or if any person
("the Offeror") obtains Control of the Company,  then the successor  corporation
or Offeror may assume,  convert or replace any or all outstanding Options, which
action will be binding on all option holders. In the alternative,  the successor
corporation   or  Offeror   may   substitute   equivalent   options  or  provide
substantially  similar  consideration  to  option  holders  as was  provided  to
shareholders (after taking into account the existing provisions of the Options).
If such  successor  corporation  or  Offeror  refuses  to assume  or  substitute
Options,  such Options shall  accelerate and become  exercisable in full on such
conditions as the Board shall  determine  prior to such  succession or change of
Control.  Any Options not so replaced or  exercised  shall lapse and cease to be
exercisable.

                                      -8-
18

15.  Alteration of the Plan

(a)  Subject to Rule 15(b) below,  the Board may at any time alter or add to all
or any of the provisions of the Plan in any respect.

(b)  Subject to Rule 15(c) below,  no  alterations  or addition shall be made to
any  provision of the Plan  without the prior  approval of  shareholders  of the
Company in general  meeting  except  for:  (i) minor  amendments  to benefit the
administration  of the Plan; or (ii) alterations or additions that are necessary
or desirable in order to comply with the laws and regulations for the time being
in force in the United  Kingdom or the United  States of America or to obtain or
maintain  approval  of the Plan  from any  government  or  other  regulatory  or
advisory  body whether in the United  Kingdom,  the United  States of America or
elsewhere,  provided that any such  alteration or addition  shall not affect the
basic  principles of the Plan; or (iii)  alternations or additions to ensure and
maintain treatment as Incentive Stock Options of those Options granted and to be
granted that are intended to be treated as such.

(c)  No alterations or additions  shall be made to an outstanding  Option to the
disadvantage  of the holder  thereof  without the prior written  consent of such
holder.

16.  Administration and Interpretation of the Plan

The Plan  shall be  administered  by the Board or, to the  extent  necessary  to
comply with the laws and regulations of the United Kingdom and the United States
of America, by the Executive Remuneration Committee of the Board. Subject to the
general purposes, terms and conditions of the Plan, the Board or, if applicable,
the  Executive  Remuneration  Committee  of the Board,  shall have full power to
implement and carry out the Plan.  Any  determination  made by the Board,  or if
applicable,  the Executive Remuneration Committee of the Board, shall be made in
its  sole  discretion  on  the  Date  of  Grant  of the  Option  or,  unless  in
contravention of any express term of the Plan or Option,  at any later time, and
such determination shall be final and binding on the members of the Group and on
all persons having an interest in any Option under the Plan.

                                      -9-
19

17.  Duration of the Plan

The  authority to grant  Options  under the Plan will expire on August 18, 2008,
the last day of the ten year period  commencing on the date this Plan is adopted
by the Board.

                                      -10-
20

EXHIBIT 5.01

30 September 1998

MICRO FOCUS GROUP plc                        MEMERY CRYSTAL
The Lawn                                     Solicitors
Old Bath Road                                31 Southampton Row
Newbury                                      London  WC1B 5HT
Berkshire  RG14 1QN                          Telephone:  +44(0)  171 242 5905
                                             LDE No:  156 Chancery Lane
                                             E-mail:  mc@memery-crystal.co.uk
                                             Fax:  +44(0) 171 242 2058
                                             Group 4 Fax:  +44(0) 171 405 7674

Dear Sirs

Registration Statement on Form S-8
----------------------------------

     1.   This opinion is given in connection with the registration under the US
          Securities Act 1933, as amended ("the  Securities  Act"),  of Ordinary
          Shares of 2p nominal value each (each a "Share" and plurally  referred
          to as the  "Shares") in Micro Focus Group plc ("the  Company"),  which
          may be issued  pursuant to options  issued  under the  Intersolv  1982
          Stock Option Plan, the Intersolv 1992 Stock Option Plan, the Intersolv
          1997  Employee  Option  Plan,  the Q & E  Stock  Option  Plan  and the
          TechGnosis Stock Option Plan and warrants issued by Intersolv, Inc. to
          certain of its employees and assumed by the Company on its acquisition
          of the stock of  Intersolv,  Inc. in  September  1998  (together  "the
          Assumed  Equity  Awards")  and the 1998 Micro Focus Share  Option Plan
          ("the 1998 Plan").

     2.   We have acted as English  legal  advisers to the Company in connection
          with the foregoing.  In so acting,  we have examined such certificates
          of the Company and directors  and/or officers thereof and originals or
          copies of all such corporate  documents and records of the Company and
          all such other  documents  as we deemed  relevant  and  necessary as a
          basis  for our  opinion  hereinafter  set  forth.  We have,  with your
          consent, relied upon such certificates of directors and/or officers of
          the Company and upon statements and information furnished by directors
          and/or officers of the Company with respect to their authority and the
          accuracy of all factual  matters  contained  therein which we have not
          independently established. We have also assumed the genuineness of all
          signatures  thereon  or on the  originals  of  documents  referred  to
          therein.

     3.   This  opinion  is  limited  to  English  law  as at  the  date  hereof
          applicable and as currently applied by the English Courts and is given
          on the  basis  that  it  will  be  governed  by and  be  construed  in
          accordance with current English law. We have  accordingly not made any
          investigations of the laws of any jurisdictions other than England.
21
                                       -2-
                                                               30 September 1998

     4.   You have  confirmed  to us that all  necessary  proceedings  have been
          taken by you in connection  with the  assumption by the Company of the
          Assumed  Equity  Awards and in  connection  with the  adoption  by the
          Company of the 1998 Plan and we have therefore  assumed such in giving
          the opinion contained herein.

     5.   It is our opinion that the Shares that may be issued upon the exercise
          of the  Assumed  Equity  Awards or upon  exercise of the options to be
          granted under the 1998 Plan when issued in  accordance  with the terms
          of such options and the plans pursuant to which such options were duly
          granted,  and in accordance with the Company's Memorandum and Articles
          of  Association,  and  in  the  manner  referred  to in  the  relevant
          prospectus  associated with the Form S-8 Registration  Statement to be
          filed  by  the  Company  on  or  around  30th   September  1998  ("the
          Registration  Statement")  will be  legally  issued,  fully  paid  and
          non-assessable.

     6.   For the  purpose  of this  opinion,  we have  assumed  that  the  term
          "non-assessable"  in  relation to the Shares  means under  English law
          that holders of such  Shares,  having fully paid up all amounts due on
          such Shares as to the  nominal  amount and any  premium  thereon,  are
          under no further  personal  liability to  contribute  to the assets or
          liabilities  of the Company in their  capacities  purely as holders of
          such Shares.

This opinion is strictly  limited to the matters  stated herein and is not to be
read as extending by implication to any other matter whatsoever.

This  opinion is given to you solely for your benefit and for the purpose of the
Registration  Statement.  It is not to be transmitted to any other person nor is
it to be  relied  upon by any  other  person  or for any  purpose  or  quoted or
referred to in any public document without our prior written consent except that
we  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement  and  further  consent  to the  references  to us in the  Registration
Statement. In giving the consent, we do not admit that we are in the category of
persons whose consent is required  under Section 7 of the  Securities Act or the
rules and regulations thereunder.

Yours faithfully

/s/ Memery Crystal 

MEMERY CRYSTAL
22

EXHIBIT 23.02

          CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the employee share plans named on the facing sheet thereof of
our  reports  dated May 1,  1998  with  respect  to the  consolidated  financial
statements  of Micro  Focus  Group  Public  Limited  Company  for the year ended
January 31, 1998 incorporated by reference in its Report of Foreign Issuer (Form
6-K) and in its Annual  Report (Form 20-F) and the related  financial  statement
schedule included therein, filed with the Securities and Exchange Commission.

                                                               /s/ Ernst & Young

Reading, England
25 September, 1998
23

EXHIBIT 23.03

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the  incorporation by reference in the  registration  statement of
Micro Focus Group Public Limited  Company on Form S-8 of our report,  dated June
17, 1998, on our audits of the consolidated  financial  statements of Intersolv,
Inc. ("the Company"), which report is included in the Company's Annual Report on
Form 10-K for the year ended April 30, 1998

                                                /s/   PricewaterhouseCoopers LLP

McLean, Virginia
September 25, 1998