As filed with the Securities and Exchange Commission on August 20, 1999

                                                Registration No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              MIDISOFT CORPORATION
             (Exact name of registrant as specified in its charter)

         Washington                                     91-1345532
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                        1605 NW Sammamish Road, Suite 205
                           Issaquah, Washington 98027
                                 (425) 391-3610

          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

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

   Midisoft Corporation                            Midisoft Corporation
  1999 Stock Option Plan                   1998 Nonstatutory Stock Option Plan
                              Midisoft Corporation
                        1989 Incentive Stock Option Plan

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

                     Gary M. Cully, Chief Financial Officer
                        1605 NW Sammamish Road, Suite 205
                           Issaquah, Washington 98027
                                 (425) 391-3610

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
==================== ================= ===================== ==================
                                       Proposed Maximum
Title of Securities  Amount to be      Aggregate Amount of
to Be Registered     Registered (1)    Offering Price (2)    Registration Fee
-------------------- ----------------- --------------------- ------------------

Common Stock         2,976,250 shares  $5,784,749            $1,608.16
==================== ================= ===================== ==================

(1)  Plus (i) an indeterminate  number of shares of Common Stock that may become
     issuable under the Plans as a result of the adjustment  provisions therein,
     and (ii) if any  interests  in the  Plans  constitute  separate  securities
     required to be registered under the Securities Act of 1933, then,  pursuant
     to Rule 416(c), an indeterminate  amount of such interests to be offered or
     sold pursuant to the Plans.

(2)  Computed  pursuant  to Rules  457(c) and 457(h)  based on (i) an  aggregate
     offering price of $559,749 for the 476,250 shares issuable upon exercise of
     outstanding  options  granted under the 1989 Incentive Stock Option Plan on
     or prior to the date hereof;  and (ii) an offering price of $2.09 per share
     (the  average  of the  high  and low  closing  prices  reported  by the OTC
     Bulletin Board on August 17, 1999) for the 2,500,000  shares  issuable upon
     exercise of options to be granted  under the 1999 Stock Option Plan and the
     1998 Nonstatutory Stock Option Plan.



<PAGE>





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The following documents are incorporated in this Registration Statement
by reference:

                  1. The  Registrant's  Annual  Report  on Form  10-KSB  for its
         fiscal year ended December 31, 1998,  filed by the Registrant  with the
         Securities and Exchange  Commission pursuant to the Securities Exchange
         Act of 1934, as amended (the "Exchange Act");

                  2.  All  other  reports  filed  by  the  Registrant  with  the
         Securities and Exchange  Commission  pursuant to Section 13(a) or 15(d)
         of the Exchange Act since December 31, 1998; and

                  3. The description of the Registrant's  Common Stock set forth
         in the Registration  Statement on Form 8-A filed by the Registrant with
         the Securities and Exchange  Commission on August 2, 1993 under Section
         12(g) of the Exchange Act.

         All documents  filed by the Registrant with the Securities and Exchange
Commission after the date of this  Registration  Statement  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act,  before  the  filing  of a
post-effective  amendment that indicates that all securities offered pursuant to
this  Registration  Statement have been sold or that  deregisters all securities
then remaining  unsold,  shall also be deemed to be incorporated by reference in
this  Registration  Statement and to be part hereof from the respective dates of
filing of such documents.

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

Item 4.  Description of Securities

         Not required.

Item 5.  Interests of Named Experts and Counsel

         None.


<PAGE>



Item 6.  Indemnification of Directors and Officers

         Sections  23B.08.500  through  23B.08.600  of the  Washington  Business
Corporation  Act  authorize  a court  to  award,  or a  corporation's  board  of
directors  to  grant,   indemnification  to  directors  and  officers  on  terms
sufficiently  broad to permit  indemnification  under certain  circumstances for
liabilities  arising under the Securities Act of 1933, as amended.  Article VIII
of the Registrant's Articles of Incorporation provide for indemnification of the
Registrant's  directors,  officers,  employees and agents to the maximum  extent
permitted by Washington  law. The directors and officers of the Registrant  also
may be indemnified against liability they may incur for serving in that capacity
pursuant  to  one  or  more  liability  insurance  policies  maintained  by  the
Registrant  for such purpose.  The  Registrant  currently  maintains a policy of
directors' and officers' liability insurance with an aggregate coverage limit of
$2,000,000.

         Section   23B.08.320  of  the  Washington   Business   Corporation  Act
authorizes a corporation to limit a director's  liability to the  corporation or
its  shareholders  for  monetary  damages for acts or  omissions  as a director,
except in certain circumstances involving intentional  misconduct,  self-dealing
or illegal corporate loans or  distributions,  or any transaction from which the
director personally  receives a benefit in money,  property or services to which
the director is not legally entitled.  Article VII of the Registrant's  Articles
of  Incorporation  contains  provisions  implementing,  to  the  fullest  extent
permitted by Washington law, such  limitations on a director's  liability to the
Registrant and its shareholders.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

        Exhibit
        Number    Description
        5         Opinion of Graham & James LLP/Riddell Williams P.S.
        23.1      Consent of Graham & James LLP/Riddell Williams P.S.
                   (included in Exhibit 5)
        23.2      Consent of PricewaterhouseCoopers LLP, Independent Accountants
        24        Powers of Attorney (included on signature page)








<PAGE>


Item 9.  Undertakings

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement;

                           (i)  To include any prospectus required by Section 10
         (a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration  Statement (or the
         most recent post-effective  amendment thereof) that, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the Registration Statement; and

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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or 15(d) of the  Exchange Act that are  incorporated  by reference in
the Registration Statement.

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

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

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

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore,  unenforceable.  If a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Registrant will, unless, in
the  opinion  of its  counsel,  the  matter  has  been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that  it  has  reasonable   grounds  to  believe  it  meets  all  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 Seattle, State of Washington, on August 20, 1999.

                                      MIDISOFT CORPORATION


                                      By  /s/ Larry D. Foster
                                      Larry D. Foster, Chairman of the Board,
                                      President and Chief Executive Officer

                                POWER OF ATTORNEY

Each person whose signature appears below hereby  constitutes and appoints Larry
D. Foster,  Gary M. Cully and Marsha  Murry,  and each of them  severally,  such
person's true and lawful  attorneys-in-fact  and agents,  with full power to act
without the other and with full power of  substitution  and  resubstitution,  to
execute  in the name and on  behalf  of such  person,  individually  and in each
capacity stated below, any and all amendments and  post-effective  amendments to
this Registration  Statement,  any and all supplements  hereto,  and any and all
other instruments  necessary or incidental in connection  herewith,  and to file
the same with the Securities and Exchange Commission.

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 below.
    Signature                       Title                             Date

/s/ Larry D. Foster     Chairman of the Board, President and    August 20, 1999
Larry D. Foster         Chief Executive Officer (Principal
                        Executive Officer)

/s/ Gary M. Cully       Vice President, Finance and Chief       August 20, 1999
Gary M. Cully           Financial Officer (Principal
                        Financial and Accounting Officer)

/s/ Marsha Murry        Director and Secretary                  August 20, 1999
Marsha Murry

/s/ John H. Bauer       Director                                August 20, 1999
John H. Bauer

/s/ Robert M. Orbach    Director                                August 20, 1999
Robert M. Orbach

/s/ J. Larry Smart      Director                                August 20, 1999
J. Larry Smart



<PAGE>





                               EXHIBIT INDEX

Exhibit
Number         Description
5              Opinion of Graham & James LLP/Riddell Williams P.S.
23.2           Consent of PricewaterhouseCoopers, LLP, Independent Accountants





<PAGE>



August 20, 1999
Midisoft Corporation
Suite 205
1605 NW Sammamish Road
Issaquah, Washington  98027

Re:    Form S-8 Registration Statement

Ladies and Gentlemen:

We have acted as counsel to Midisoft Corporation,  a Washington corporation (the
"Company"),  in connection with the preparation of its Registration Statement on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended  (the  "Act"),  which the  Company  will file  with the  Securities  and
Exchange Commission,  with respect to an aggregate of 2,976,250 shares of Common
Stock of the Company (the "Shares") issuable upon exercise of options granted or
to be granted  under the  Company's  1989  Incentive  Stock  Option  Plan,  1998
Nonstatutory Stock Option Plan and 1999 Stock Option Plan (the "Plans").

We have examined the Registration Statement and such other documents and records
as we have deemed relevant and necessary for the purpose of this opinion.

Based upon and subject to the  foregoing,  we are of the opinion that the Shares
issuable  under  the Plans  will,  upon due  execution  by the  Company  and the
registration  by its registrar of the  certificates  for the Shares and issuance
thereof by the Company and receipt by the Company of the consideration  therefor
in accordance  with the terms of the Plans,  be validly  issued,  fully paid and
nonassessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement.  In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/  F. Woodruff

Frank C. Woodruff
         of
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.


<PAGE>




         Consent of PricewaterhouseCoopers, LLP, Independent Accountants


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  April 14,  1999,  relating  to the
financial  statements  and  schedules,  which appears in Midisoft  Corporation's
Annual Report on Form 10-KSB for the year ended December 31, 1998.


/s/    PRICEWATERHOUSECOOPERS, LLP

Seattle, Washington
August 19, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF OPTION PLAN SHARES", "secsgml_size_bytes": 16798}]
{"company-data": {"conformed-name": "MIDISOFT CORPORATION", "cik": "0000882692", "assigned-sic": "7372", "irs-number": "911345532", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85737", "film-number": "99697401"}, "business-address": {"street1": "1605 NW SAMMAMISH RD STE 205", "city": "ISSAQUAH", "state": "WA", "zip": "98027", "phone": "4253133440"}, "mail-address": {"street1": "1605 NW SAMMAMISH RD STE 205", "city": "ISSAQUAH", "state": "WA", "zip": "98027"}}
As filed with the Securities and Exchange Commission on August 20, 1999

                                                Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              MIDISOFT CORPORATION
             (Exact name of registrant as specified in its charter)

         Washington                                     91-1345532
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                        1605 NW Sammamish Road, Suite 205
                           Issaquah, Washington 98027
                                 (425) 391-3610

          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

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

   Midisoft Corporation                            Midisoft Corporation
  1999 Stock Option Plan                   1998 Nonstatutory Stock Option Plan
                              Midisoft Corporation
                        1989 Incentive Stock Option Plan

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

                     Gary M. Cully, Chief Financial Officer
                        1605 NW Sammamish Road, Suite 205
                           Issaquah, Washington 98027
                                 (425) 391-3610

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
==================== ================= ===================== ==================
                                       Proposed Maximum
Title of Securities  Amount to be      Aggregate Amount of
to Be Registered     Registered (1)    Offering Price (2)    Registration Fee
-------------------- ----------------- --------------------- ------------------

Common Stock         2,976,250 shares  $5,784,749            $1,608.16
==================== ================= ===================== ==================

(1)  Plus (i) an indeterminate  number of shares of Common Stock that may become
     issuable under the Plans as a result of the adjustment  provisions therein,
     and (ii) if any  interests  in the  Plans  constitute  separate  securities
     required to be registered under the Securities Act of 1933, then,  pursuant
     to Rule 416(c), an indeterminate  amount of such interests to be offered or
     sold pursuant to the Plans.

(2)  Computed  pursuant  to Rules  457(c) and 457(h)  based on (i) an  aggregate
     offering price of $559,749 for the 476,250 shares issuable upon exercise of
     outstanding  options  granted under the 1989 Incentive Stock Option Plan on
     or prior to the date hereof;  and (ii) an offering price of $2.09 per share
     (the  average  of the  high  and low  closing  prices  reported  by the OTC
     Bulletin Board on August 17, 1999) for the 2,500,000  shares  issuable upon
     exercise of options to be granted  under the 1999 Stock Option Plan and the
     1998 Nonstatutory Stock Option Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The following documents are incorporated in this Registration Statement
by reference:

                  1. The  Registrant's  Annual  Report  on Form  10-KSB  for its
         fiscal year ended December 31, 1998,  filed by the Registrant  with the
         Securities and Exchange  Commission pursuant to the Securities Exchange
         Act of 1934, as amended (the "Exchange Act");

                  2.  All  other  reports  filed  by  the  Registrant  with  the
         Securities and Exchange  Commission  pursuant to Section 13(a) or 15(d)
         of the Exchange Act since December 31, 1998; and

                  3. The description of the Registrant's  Common Stock set forth
         in the Registration  Statement on Form 8-A filed by the Registrant with
         the Securities and Exchange  Commission on August 2, 1993 under Section
         12(g) of the Exchange Act.

         All documents  filed by the Registrant with the Securities and Exchange
Commission after the date of this  Registration  Statement  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act,  before  the  filing  of a
post-effective  amendment that indicates that all securities offered pursuant to
this  Registration  Statement have been sold or that  deregisters all securities
then remaining  unsold,  shall also be deemed to be incorporated by reference in
this  Registration  Statement and to be part hereof from the respective dates of
filing of such documents.

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

Item 4.  Description of Securities

         Not required.

Item 5.  Interests of Named Experts and Counsel

         None.
Item 6.  Indemnification of Directors and Officers

         Sections  23B.08.500  through  23B.08.600  of the  Washington  Business
Corporation  Act  authorize  a court  to  award,  or a  corporation's  board  of
directors  to  grant,   indemnification  to  directors  and  officers  on  terms
sufficiently  broad to permit  indemnification  under certain  circumstances for
liabilities  arising under the Securities Act of 1933, as amended.  Article VIII
of the Registrant's Articles of Incorporation provide for indemnification of the
Registrant's  directors,  officers,  employees and agents to the maximum  extent
permitted by Washington  law. The directors and officers of the Registrant  also
may be indemnified against liability they may incur for serving in that capacity
pursuant  to  one  or  more  liability  insurance  policies  maintained  by  the
Registrant  for such purpose.  The  Registrant  currently  maintains a policy of
directors' and officers' liability insurance with an aggregate coverage limit of
$2,000,000.

         Section   23B.08.320  of  the  Washington   Business   Corporation  Act
authorizes a corporation to limit a director's  liability to the  corporation or
its  shareholders  for  monetary  damages for acts or  omissions  as a director,
except in certain circumstances involving intentional  misconduct,  self-dealing
or illegal corporate loans or  distributions,  or any transaction from which the
director personally  receives a benefit in money,  property or services to which
the director is not legally entitled.  Article VII of the Registrant's  Articles
of  Incorporation  contains  provisions  implementing,  to  the  fullest  extent
permitted by Washington law, such  limitations on a director's  liability to the
Registrant and its shareholders.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

        Exhibit
        Number    Description
        5         Opinion of Graham & James LLP/Riddell Williams P.S.
        23.1      Consent of Graham & James LLP/Riddell Williams P.S.
                   (included in Exhibit 5)
        23.2      Consent of PricewaterhouseCoopers LLP, Independent Accountants
        24        Powers of Attorney (included on signature page)
Item 9.  Undertakings

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement;

                           (i)  To include any prospectus required by Section 10
         (a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration  Statement (or the
         most recent post-effective  amendment thereof) that, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the Registration Statement; and

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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or 15(d) of the  Exchange Act that are  incorporated  by reference in
the Registration Statement.

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

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

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

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore,  unenforceable.  If a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Registrant will, unless, in
the  opinion  of its  counsel,  the  matter  has  been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that  it  has  reasonable   grounds  to  believe  it  meets  all  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 Seattle, State of Washington, on August 20, 1999.

                                      MIDISOFT CORPORATION

                                      By  /s/ Larry D. Foster
                                      Larry D. Foster, Chairman of the Board,
                                      President and Chief Executive Officer

                                POWER OF ATTORNEY

Each person whose signature appears below hereby  constitutes and appoints Larry
D. Foster,  Gary M. Cully and Marsha  Murry,  and each of them  severally,  such
person's true and lawful  attorneys-in-fact  and agents,  with full power to act
without the other and with full power of  substitution  and  resubstitution,  to
execute  in the name and on  behalf  of such  person,  individually  and in each
capacity stated below, any and all amendments and  post-effective  amendments to
this Registration  Statement,  any and all supplements  hereto,  and any and all
other instruments  necessary or incidental in connection  herewith,  and to file
the same with the Securities and Exchange Commission.

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 below.
    Signature                       Title                             Date

/s/ Larry D. Foster     Chairman of the Board, President and    August 20, 1999
Larry D. Foster         Chief Executive Officer (Principal
                        Executive Officer)

/s/ Gary M. Cully       Vice President, Finance and Chief       August 20, 1999
Gary M. Cully           Financial Officer (Principal
                        Financial and Accounting Officer)

/s/ Marsha Murry        Director and Secretary                  August 20, 1999
Marsha Murry

/s/ John H. Bauer       Director                                August 20, 1999
John H. Bauer

/s/ Robert M. Orbach    Director                                August 20, 1999
Robert M. Orbach

/s/ J. Larry Smart      Director                                August 20, 1999
J. Larry Smart
EXHIBIT INDEX

Exhibit
Number         Description
5              Opinion of Graham & James LLP/Riddell Williams P.S.
23.2           Consent of PricewaterhouseCoopers, LLP, Independent Accountants
August 20, 1999
Midisoft Corporation
Suite 205
1605 NW Sammamish Road
Issaquah, Washington  98027

Re:    Form S-8 Registration Statement

Ladies and Gentlemen:

We have acted as counsel to Midisoft Corporation,  a Washington corporation (the
"Company"),  in connection with the preparation of its Registration Statement on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended  (the  "Act"),  which the  Company  will file  with the  Securities  and
Exchange Commission,  with respect to an aggregate of 2,976,250 shares of Common
Stock of the Company (the "Shares") issuable upon exercise of options granted or
to be granted  under the  Company's  1989  Incentive  Stock  Option  Plan,  1998
Nonstatutory Stock Option Plan and 1999 Stock Option Plan (the "Plans").

We have examined the Registration Statement and such other documents and records
as we have deemed relevant and necessary for the purpose of this opinion.

Based upon and subject to the  foregoing,  we are of the opinion that the Shares
issuable  under  the Plans  will,  upon due  execution  by the  Company  and the
registration  by its registrar of the  certificates  for the Shares and issuance
thereof by the Company and receipt by the Company of the consideration  therefor
in accordance  with the terms of the Plans,  be validly  issued,  fully paid and
nonassessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement.  In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/  F. Woodruff

Frank C. Woodruff
         of
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
Consent of PricewaterhouseCoopers, LLP, Independent Accountants

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  April 14,  1999,  relating  to the
financial  statements  and  schedules,  which appears in Midisoft  Corporation's
Annual Report on Form 10-KSB for the year ended December 31, 1998.

/s/    PRICEWATERHOUSECOOPERS, LLP

Seattle, Washington
August 19, 1999