As filed with the Securities and Exchange Commission on October 23, 1998.
                                               Registration No. 333-____________

--------------------------------------------------------------------------------
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
--------------------------------------------------------------------------------
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                 NEVADA                                  68-0140975
(State or jurisdiction of incorporation  (I.R.S. Employer Identification Number)
            or organization)

   1080 Marina Village Parkway, Alameda, California         94501
       (Address of Principal Executive Offices)           (Zip Code)

                            1991 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                              ---------------------

                                Arthur H. Wilder
               Vice President, Finance and Chief Financial Officer
                                TCSI Corporation
                           1080 Marina Village Parkway
                            Alameda, California 94501
                               (Name and address)

                                 (510) 749-8500
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                          <C>                    <C>                      <C>                     <C>
                                                      Proposed maximum         Proposed maximum
Title of securities to         Amount to be         offering price per       aggregate offering           Amount of
    be registered               registered               share (1)                price(1)            registration fee

Common Stock, par value
    $.10 per share           1,500,000 Shares             $ 2.4125               $ 3,618,765              $ 1,067.54

</TABLE>

================================================================================
================================================================================
(1) Estimated in accordance  with Rules 457(h) and 457(c) of the  Securities Act
of 1933, as amended, solely for the purpose of calculating the registration fee.
The  computation  with respect to unissued  options is based upon the average of
the high and low sale prices per share of Common  Stock of TCSI  Corporation  as
reported on The Nasdaq National Market on October 23, 1998.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Securities and Exchange  Commission (the  "Commission") by TCSI Corporation (the
"Company") are hereby incorporated by reference in this Registration Statement:

(a)  The Registrant's Annual Report on Form 10-K for the year ended December 31,
     1997 filed  pursuant to Section 13(a) or 15(d) of the  Securities  Exchange
     Act of 1934, as amended (the "Exchange Act").

(b)  The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarters  ended
     March 31, 1998 and June 30, 1998 filed  pursuant to Section  13(a) or 15(d)
     of the Exchange Act.

(c)  The description of the Registrant's  Common Stock which is contained in the
     Registrant's  Registration  Statement  on Form 8-A  filed  on July 1,  1991
     pursuant to Section 12 of the  Exchange  Act,  and any  description  of any
     securities  of the  Registrant  which  is  contained  in  any  registration
     statement filed after the date hereof under Section 12 of the Exchange Act,
     including  any  amendment  or report  filed for the purpose of updating any
     such description.

(d)  The  Registrant's   Registration  Statement  on  Form  S-8  (the  "Previous
     Registration  Statement")  filed  with  the  Commission  on July  18,  1996
     (Registration No. 33-38353).

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

ITEM 4.           Description of Securities.

         Not Applicable.

ITEM 5.           Interests of Named Experts and Counsel.

         Not Applicable.

ITEM 6.           Indemnification of Directors and Officers.

         Section 78.751 of the Nevada Revised  Statutes permits a corporation to
indemnify  and hold  harmless  any  director or officer or other person from and
against any and all claims and demands whatsoever, subject to such standards and
restrictions  set forth in the Registrant's  Articles of  Incorporation  and its
Bylaws.  The Registrant's  Bylaws provide for broad  indemnification  of various
persons, including its officers,  directors,  employees and corporate

<PAGE>

agents.   In   addition,   the   Registrant   has   approved  and  entered  into
indemnification agreements with each of its officers and directors which require
that such  persons be  indemnified  by the  Registrant  to the  greatest  extent
permitted by the Nevada Law and the Registrant's  Articles of Incorporation  and
Bylaws.

         The  Registrant has  purchased,  and intends to maintain,  insurance on
behalf of the  Registrant's  officers and directors  against any liability which
may be asserted  against,  or expense  which may be incurred  by, such person in
connection  with the activities of the Registrant  whether or not the Registrant
would have the power to indemnify such person  against such liability  under the
Registrant's Articles of Incorporation and Bylaws.

ITEM 7.           Exemption from Registration Claimed.

         Not Applicable.

ITEM 8.           Exhibits.

Exhibit No.
-------------
4.1  Summary of Material Provisions of the Amended 1991 Stock Incentive Plan

5.1  Opinion of Wilson, Sonsini,  Goodrich and Rosati, P.C., with respect to the
     legality of the securities being  registered,  including consent to the use
     of such opinion in the Registration Statement

23.1 Consent of Wilson, Sonsini,  Goodrich and Rosati, P.C., (contained in their
     opinion filed as Exhibit 5.1)

23.2 Consent of Ernst & Young LLP, Independent Auditors

24.1 Power of Attorney (see page II-5)

ITEM 9.           Undertakings.

         (a) Rule 415 offerings.

                  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  this  Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a fundamental  change in the  information  set forth in this
                    Registration Statement;

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

<PAGE>

                    material  change to such  information  in this  Registration
                    Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3 or Form S-8, and
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained  in periodic  reports  filed by the
         registrant  pursuant to Section 13 or Section 15(d) of the 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.

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

         (b)  Filings   incorporating   subsequent  Exchange  Act  documents  by
reference.

         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 this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Filing of Registration Statement on Form S-8.

         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 foregoing  provisions,  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.



<PAGE>



                                   SIGNATURES

         Pursuant  to  the  requirements  of  the  Securities  Act  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly  authorized,  in the City of Alameda,  State of California,  on October 21,
1998.


                                 TCSI Corporation
                                 (Registrant)


                                 By:  /s/  Ram A. Banin
                                      --------------------------------------
                                      Ram A. Banin,
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

                                      /s/  Arthur H. Wilder
                                      --------------------------------------
                                      Arthur H. Wilder,
                                      Vice President, Finance and Chief
                                      Financial Officer (Principal Financial
                                      Officer and Principal Accounting Officer)


<PAGE>


                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

         Pursuant to the  requirements  of the Securities Act this  Registration
Statement and power of attorney have been signed by the following persons in the
capacities and on the dates indicated.

         By his signature, each of the following persons authorizes Ram A. Banin
or Arthur H. Wilder or any of them, with full power of substitution,  to execute
in his name and on his behalf,  and to file any amendments  (including,  without
limitation,  post-effective amendments) to this Registration Statement necessary
or  advisable in the opinion of any of them to enable the Company to comply with
the  Securities  Act,  and  any  rules,  regulations  and  requirements  of  the
Commission  thereunder,  in connection  with the  registration of the additional
securities which are the subject of this Registration Statement.

      Signature                       Title                       Date


/s/ John C. Bolger            Chairman of the Board         October 22, 1998
------------------------      of Directors
John C. Bolger                


/s/ Ram A. Banin              President, Chief Executive    October 22, 1998
------------------------      Officer and Director
Ram A. Banin, Ph.D.                            


/s/ Norman E. Friedmann       Director                      October 22, 1998
------------------------
Norman E. Friedmann, Ph.D.


/s/ Donald Green              Director                      October 22, 1998
------------------------
Donald Green


/s/ William A. Hasler         Director                      October 22, 1998
------------------------
William A. Hasler


/s/ David G. Messerschmitt    Director                      October 22, 1998
------------------------
David G. Messerschmitt, Ph.D.


/s/ Harvey E. Wagner          Director                      October 22, 1998
------------------------
Harvey E. Wagner


<PAGE>


                                  EXHIBIT INDEX

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

4.1  Summary of Material Provisions of the Amended 1991 Stock Incentive Plan

5.1  Opinion of Wilson, Sonsini,  Goodrich and Rosati, P.C., with respect to the
     legality of the securities being  registered,  including consent to the use
     of such opinion in the Registration Statement

23.1 Consent of Wilson, Sonsini,  Goodrich and Rosati, P.C., (contained in their
     opinion filed as Exhibit 5.1)

23.2 Consent of Ernst & Young LLP, Independent Auditors

24.1 Power of Attorney (see page II-5)
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15406}]
{"company-data": {"conformed-name": "TCSI CORP", "cik": "0000875315", "assigned-sic": "7373", "irs-number": "680140975", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66101", "film-number": "98730286"}, "business-address": {"street1": "1080 MARINA VILLAGE PKWY", "city": "ALAMEDA", "state": "CA", "zip": "94501-1046", "phone": "5107498500"}, "mail-address": {"street1": "1080 MARINA VILLAGE PKWY", "city": "ALAMEDA", "state": "CA", "zip": "94501-1046"}, "former-company": {"former-conformed-name": "TEKNEKRON COMMUNICATIONS SYSTEMS INC / NV", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on October 23, 1998.
                                               Registration No. 333-____________

--------------------------------------------------------------------------------
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
--------------------------------------------------------------------------------
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                 NEVADA                                  68-0140975
(State or jurisdiction of incorporation  (I.R.S. Employer Identification Number)
            or organization)

   1080 Marina Village Parkway, Alameda, California         94501
       (Address of Principal Executive Offices)           (Zip Code)

                            1991 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                              ---------------------

                                Arthur H. Wilder
               Vice President, Finance and Chief Financial Officer
                                TCSI Corporation
                           1080 Marina Village Parkway
                            Alameda, California 94501
                               (Name and address)

                                 (510) 749-8500
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
Proposed maximum         Proposed maximum
Title of securities to         Amount to be         offering price per       aggregate offering           Amount of
    be registered               registered               share (1)                price(1)            registration fee

Common Stock, par value
    $.10 per share           1,500,000 Shares             $ 2.4125               $ 3,618,765              $ 1,067.54
================================================================================
================================================================================
(1) Estimated in accordance  with Rules 457(h) and 457(c) of the  Securities Act
of 1933, as amended, solely for the purpose of calculating the registration fee.
The  computation  with respect to unissued  options is based upon the average of
the high and low sale prices per share of Common  Stock of TCSI  Corporation  as
reported on The Nasdaq National Market on October 23, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Securities and Exchange  Commission (the  "Commission") by TCSI Corporation (the
"Company") are hereby incorporated by reference in this Registration Statement:

(a)  The Registrant's Annual Report on Form 10-K for the year ended December 31,
     1997 filed  pursuant to Section 13(a) or 15(d) of the  Securities  Exchange
     Act of 1934, as amended (the "Exchange Act").

(b)  The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarters  ended
     March 31, 1998 and June 30, 1998 filed  pursuant to Section  13(a) or 15(d)
     of the Exchange Act.

(c)  The description of the Registrant's  Common Stock which is contained in the
     Registrant's  Registration  Statement  on Form 8-A  filed  on July 1,  1991
     pursuant to Section 12 of the  Exchange  Act,  and any  description  of any
     securities  of the  Registrant  which  is  contained  in  any  registration
     statement filed after the date hereof under Section 12 of the Exchange Act,
     including  any  amendment  or report  filed for the purpose of updating any
     such description.

(d)  The  Registrant's   Registration  Statement  on  Form  S-8  (the  "Previous
     Registration  Statement")  filed  with  the  Commission  on July  18,  1996
     (Registration No. 33-38353).

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

ITEM 4.           Description of Securities.

         Not Applicable.

ITEM 5.           Interests of Named Experts and Counsel.

         Not Applicable.

ITEM 6.           Indemnification of Directors and Officers.

         Section 78.751 of the Nevada Revised  Statutes permits a corporation to
indemnify  and hold  harmless  any  director or officer or other person from and
against any and all claims and demands whatsoever, subject to such standards and
restrictions  set forth in the Registrant's  Articles of  Incorporation  and its
Bylaws.  The Registrant's  Bylaws provide for broad  indemnification  of various
persons, including its officers,  directors,  employees and corporate
agents.   In   addition,   the   Registrant   has   approved  and  entered  into
indemnification agreements with each of its officers and directors which require
that such  persons be  indemnified  by the  Registrant  to the  greatest  extent
permitted by the Nevada Law and the Registrant's  Articles of Incorporation  and
Bylaws.

         The  Registrant has  purchased,  and intends to maintain,  insurance on
behalf of the  Registrant's  officers and directors  against any liability which
may be asserted  against,  or expense  which may be incurred  by, such person in
connection  with the activities of the Registrant  whether or not the Registrant
would have the power to indemnify such person  against such liability  under the
Registrant's Articles of Incorporation and Bylaws.

ITEM 7.           Exemption from Registration Claimed.

         Not Applicable.

ITEM 8.           Exhibits.

Exhibit No.
-------------
4.1  Summary of Material Provisions of the Amended 1991 Stock Incentive Plan

5.1  Opinion of Wilson, Sonsini,  Goodrich and Rosati, P.C., with respect to the
     legality of the securities being  registered,  including consent to the use
     of such opinion in the Registration Statement

23.1 Consent of Wilson, Sonsini,  Goodrich and Rosati, P.C., (contained in their
     opinion filed as Exhibit 5.1)

23.2 Consent of Ernst & Young LLP, Independent Auditors

24.1 Power of Attorney (see page II-5)

ITEM 9.           Undertakings.

         (a) Rule 415 offerings.

                  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  this  Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a fundamental  change in the  information  set forth in this
                    Registration Statement;

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

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3 or Form S-8, and
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained  in periodic  reports  filed by the
         registrant  pursuant to Section 13 or Section 15(d) of the 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.

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

         (b)  Filings   incorporating   subsequent  Exchange  Act  documents  by
reference.

         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 this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Filing of Registration Statement on Form S-8.

         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 foregoing  provisions,  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.
SIGNATURES

         Pursuant  to  the  requirements  of  the  Securities  Act  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly  authorized,  in the City of Alameda,  State of California,  on October 21,
1998.

                                 TCSI Corporation
                                 (Registrant)

                                 By:  /s/  Ram A. Banin
                                      --------------------------------------
                                      Ram A. Banin,
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

                                      /s/  Arthur H. Wilder
                                      --------------------------------------
                                      Arthur H. Wilder,
                                      Vice President, Finance and Chief
                                      Financial Officer (Principal Financial
                                      Officer and Principal Accounting Officer)
Exhibit 24.1

                                POWER OF ATTORNEY

         Pursuant to the  requirements  of the Securities Act this  Registration
Statement and power of attorney have been signed by the following persons in the
capacities and on the dates indicated.

         By his signature, each of the following persons authorizes Ram A. Banin
or Arthur H. Wilder or any of them, with full power of substitution,  to execute
in his name and on his behalf,  and to file any amendments  (including,  without
limitation,  post-effective amendments) to this Registration Statement necessary
or  advisable in the opinion of any of them to enable the Company to comply with
the  Securities  Act,  and  any  rules,  regulations  and  requirements  of  the
Commission  thereunder,  in connection  with the  registration of the additional
securities which are the subject of this Registration Statement.

      Signature                       Title                       Date

/s/ John C. Bolger            Chairman of the Board         October 22, 1998
------------------------      of Directors
John C. Bolger                

/s/ Ram A. Banin              President, Chief Executive    October 22, 1998
------------------------      Officer and Director
Ram A. Banin, Ph.D.                            

/s/ Norman E. Friedmann       Director                      October 22, 1998
------------------------
Norman E. Friedmann, Ph.D.

/s/ Donald Green              Director                      October 22, 1998
------------------------
Donald Green

/s/ William A. Hasler         Director                      October 22, 1998
------------------------
William A. Hasler

/s/ David G. Messerschmitt    Director                      October 22, 1998
------------------------
David G. Messerschmitt, Ph.D.

/s/ Harvey E. Wagner          Director                      October 22, 1998
------------------------
Harvey E. Wagner
EXHIBIT INDEX

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

4.1  Summary of Material Provisions of the Amended 1991 Stock Incentive Plan

5.1  Opinion of Wilson, Sonsini,  Goodrich and Rosati, P.C., with respect to the
     legality of the securities being  registered,  including consent to the use
     of such opinion in the Registration Statement

23.1 Consent of Wilson, Sonsini,  Goodrich and Rosati, P.C., (contained in their
     opinion filed as Exhibit 5.1)

23.2 Consent of Ernst & Young LLP, Independent Auditors

24.1 Power of Attorney (see page II-5)