As filed with the Securities and Exchange Commission on May 24, 2000
                                                      Registration No. 333-
--------------------------------------------------------------------------------

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


                                   RETEK INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                           510392671
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

                  Midwest Plaza, 801 Nicollett Mall, 11th Floor
                              Minneapolis, MN 55402
          (Address of principal executive offices, including zip code)
                          -----------------------------

              HIGHTOUCH TECHNOLOGIES, INC. 1999 STOCK PURCHASE PLAN
                            (Full title of the plan)

                                  John Buchanan
                      Chairman and Chief Executive Officer
                                   Retek Inc.
                  Midwest Plaza, 801 Nicollet Mall, 11th Floor
                              Minneapolis, MN 55402
                     (Name and address of agent for service)

                                 (612) 630-5700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum     Proposed Maximum         Amount
     Title of Securities            Amount to be         Offering Price         Aggregate               of
      to be Registered               Registered           Per Share (2)     Offering Price (2)    Registration Fee
------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                    <C>              <C>                   <C>
Common Stock,  par value                 38,283              $ 9.28           $   355,266.24        $   93.79
$0.01 per share                       1,961,717              $18.00           $35,310,906.00        $9,322.08
                                      ---------                                                     =========
                                Total 2,000,000                                                     $9,415.87
------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)      Pursuant to Rule 457(h) under the Securities Act of 1933, as amended
         (the "Securities Act"), the proposed maximum offering price per share
         and the proposed maximum aggregate offering price of the 38,283 shares
         subject to currently outstanding stock options under the plans are
         based on the per share exercise price of the stock options.

(2)      The proposed maximum offering price of the 1,961,717 shares registered
         hereunder of $18 per share and the proposed maximum aggregate offering
         price of $35,310,906.00 have been estimated solely for the purpose
         of determining the registration fee pursuant to Rule 457(c) and 457(h)
         under the Securities Act, on the basis of the average of the high and
         low prices of the Common Stock per share reported on the Nasdaq
         National Market on May 23, 2000.
<PAGE>


                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*

Item 2.     Registration Information and Employee Plan Annual Information.*







--------
*    Information required by Part 1 to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance
     with Rule 428 under the Securities Act, and the "Note" to Part 1 of
     Form S-8.


                                       2
<PAGE>


                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents, which have been filed by Retek Inc.,
a Delaware corporation (the "Registrant") with the Securities and Exchange
Commission (the "Commission") under File number 000-28121 are incorporated by
reference in this Registration Statement by reference and made a part hereof:

                  (a)      Annual Report on Form 10-K for the fiscal year ended
                           December 31, 1999;

                  (b)      All other reports filed by the Registrant pursuant to
                           Section 13(a) or 15(d) of the Exchange Act of 1934,
                           as amended (the "Exchange Act"), since the end of the
                           fiscal year covered by the Annual Report on Form 10-K
                           referred to in clause (a) above, including the
                           Registrant's Quarterly Report on Form 10-Q for the
                           period ended on March 31, 2000;

                  (c)      The description of the Common Stock contained in the
                           Registrant's Statement on Form 8-A under Section 12
                           of the Exchange Act (the "Form 8-A"), which Form 8-A
                           incorporates by reference the description of the
                           Common Stock set forth under the caption "Description
                           of Capital Stock" beginning on page 76 of the
                           Registrant's Registration Statement on Form S-1, as
                           amended (Registration No. 333-86841).


                  All other documents that the Registrant files pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effective date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement indicating that all
securities offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.


                                       3
<PAGE>


Item 4.           Description of Securities.

                  Not required.


Item 5.           Interests of Named Experts and Counsel.

                  None.


Item 6.           Indemnification of Directors and Officers.

                  Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer or director of such
corporation or is or was serving at the request of such corporation as a
director, officer, employer or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, in the case
of criminal proceedings, had no reasonable cause to believe his or her conduct
was illegal. A Delaware corporation may indemnify officers and directors against
expenses (including attorneys' fees) in connection with the defense or
settlement of an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against expenses which such officer or director actually and reasonably
incurred. The Certificate of Incorporation of the Registrant provides for
indemnification of the officers and directors of the Registrant to the full
extent permitted by applicable law.

                  In accordance with Delaware law, the Certificate of
Incorporation of the Registrant contains, and the Amended and Restated
Certificate of Incorporation of the Registrant will contain, a provision to
limit the personal liability of directors of the Registrant for violations of
their fiduciary duty. This provision eliminates each director's liability to the
Registrant or its stockholders for monetary damages except (i) for any breach of
the director's duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for


                                       4
<PAGE>


monetary damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.

                  Pursuant to the underwriting agreement between the Registrant
and the underwriters filed as an exhibit to the Registration Statement on Form
S-1, Registration No. 333-86841, the underwriters, a party thereto, have agreed
to indemnify each officer and director of the Registrant and each person, if
any, who controls the Registrant within the meaning of the Securities Act,
against certain liabilities, including liabilities under the Securities Act.


Item 7.           Exemption from Registration Claimed.

                  Not applicable.


Item 8.           Exhibits.

                  The following exhibits are filed as part of this Registration
Statement:

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

   4.1            Certificate of Incorporation (incorporated herein by reference
                  to the Registrant's Registration Statement on Form S-1,
                  Registration No. 333-86841).

   4.2            By-Laws (incorporated herein by reference to the Registrant's
                  Registration Statement on Form S-1, Registration No.
                  333-86841).

   4.3            HighTouch Technologies, Inc. 1999 Stock Option Plan.

   5              Opinion of Shearman & Sterling as to the validity of the
                  Common Stock.

  23.1            Consent of PricewaterhouseCoopers LLP.

  23.2            Consent of PricewaterhouseCoopers LLP.

  23.3            Consent of Shearman & Sterling (contained in Exhibit 5).

  24              Power of Attorney (included as part of the signature pages to
                  this Registration Statement).


Item 9.           Undertakings.

         (a)      The undersigned Registrant hereby undertakes:


                                       5
<PAGE>

                  (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. 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
                  and 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; and

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

provided, however, that the undertakings set forth in paragraph 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
this Registration Statement.

              (2) That, for the purpose of determining any liabilities 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) 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.


                                       6
<PAGE>


         (c) 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 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.






                                       7
<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota on the 23rd day
of May 2000.

                                    Retek Inc.



                                    By:   /s/ John Buchanan
                                       -----------------------------------------
                                       Name:  John Buchanan
                                       Title: Chairman, Chief Executive Officer
                                              and Director






                                       8
<PAGE>


                  KNOW ALL MEN BY THESE PRESENTS that each person whose
signature to this Registration Statement appears below hereby constitutes and
appoints each of John Buchanan, Gregory A. Effertz and Gordon Masson as such
person's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to
the Registration Statement, including post-effective amendments, and
registration statements filed pursuant to Rule 462 under the Securities Act, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, and does hereby grant unto each said
attorney-in-fact and agent 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 such person might or could do
in person, hereby ratifying and confirming all that each said attorney-in-fact
and agent, or any substitute therefor, may lawfully do or cause to be done by
virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 22nd day of May, 2000.

         Signature                 Capacity
         ---------                 --------



/s/ John Buchanan                  Chairman; Chief Executive Officer; Director
----------------------------
John Buchanan

/s/ Ward Carey                     Director
----------------------------
Ward Carey

/s/ Charles H. Gaylord             Director
----------------------------
Charles H. Gaylord

/s/ Alex Way Hart                  Director
----------------------------
Alex Way Hart

                                   Director
----------------------------
N. Ross Buckenham

/s/ Glen A. Terbeek                Director
----------------------------
Glen A. Terbeek

                                   Director
----------------------------
Stephen E. Watson

/s/ Greg Effertz                   Vice President, Finance and Administration,
----------------------------       Chief Financial Officer, Treasurer
Greg Effertz                       and Secretary


/s/ James Murdy                    Controller
----------------------------
James Murdy


                                       9
<PAGE>



                                  EXHIBIT INDEX



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

   4.1            Certificate of Incorporation (incorporated herein by reference
                  to the Registrant's Registration Statement on Form S-1,
                  Registration No. 333-86841).

   4.2            By-Laws (incorporated herein by reference to the Registrant's
                  Registration Statement on Form S-1, Registration No.
                  333-86841).

   4.3            HighTouch Technologies, Inc. 1999 Stock Option Plan.

   5              Opinion of Shearman & Sterling as to the validity of the
                  Common Stock.

  23.1            Consent of PricewaterhouseCoopers LLP.

  23.2            Consent of PricewaterhouseCoopers LLP.

  23.3            Consent of Shearman & Sterling (contained in Exhibit 5).

  24              Power of Attorney (included as part of the signature pages to
                  this Registration Statement).






                                       10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20936}]
{"company-data": {"conformed-name": "RETEK INC", "cik": "0001094360", "assigned-sic": "7372", "irs-number": "510392671", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37730", "film-number": "642912"}, "business-address": {"street1": "801 NICOLLET MALL", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402"}, "mail-address": {"street1": "801 NICOLLET MALL", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402"}}
As filed with the Securities and Exchange Commission on May 24, 2000
                                                      Registration No. 333-
--------------------------------------------------------------------------------

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

                                   RETEK INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                           510392671
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

                  Midwest Plaza, 801 Nicollett Mall, 11th Floor
                              Minneapolis, MN 55402
          (Address of principal executive offices, including zip code)
                          -----------------------------

              HIGHTOUCH TECHNOLOGIES, INC. 1999 STOCK PURCHASE PLAN
                            (Full title of the plan)

                                  John Buchanan
                      Chairman and Chief Executive Officer
                                   Retek Inc.
                  Midwest Plaza, 801 Nicollet Mall, 11th Floor
                              Minneapolis, MN 55402
                     (Name and address of agent for service)

                                 (612) 630-5700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum     Proposed Maximum         Amount
     Title of Securities            Amount to be         Offering Price         Aggregate               of
      to be Registered               Registered           Per Share (2)     Offering Price (2)    Registration Fee
------------------------------------------------------------------------------------------------------------------
Common Stock,  par value                 38,283              $ 9.28           $   355,266.24        $   93.79
$0.01 per share                       1,961,717              $18.00           $35,310,906.00        $9,322.08
                                      ---------                                                     =========
                                Total 2,000,000                                                     $9,415.87
------------------------------------------------------------------------------------------------------------------
(1)      Pursuant to Rule 457(h) under the Securities Act of 1933, as amended
         (the "Securities Act"), the proposed maximum offering price per share
         and the proposed maximum aggregate offering price of the 38,283 shares
         subject to currently outstanding stock options under the plans are
         based on the per share exercise price of the stock options.

(2)      The proposed maximum offering price of the 1,961,717 shares registered
         hereunder of $18 per share and the proposed maximum aggregate offering
         price of $35,310,906.00 have been estimated solely for the purpose
         of determining the registration fee pursuant to Rule 457(c) and 457(h)
         under the Securities Act, on the basis of the average of the high and
         low prices of the Common Stock per share reported on the Nasdaq
         National Market on May 23, 2000.
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*

Item 2.     Registration Information and Employee Plan Annual Information.*

--------
*    Information required by Part 1 to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance
     with Rule 428 under the Securities Act, and the "Note" to Part 1 of
     Form S-8.

                                       2
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents, which have been filed by Retek Inc.,
a Delaware corporation (the "Registrant") with the Securities and Exchange
Commission (the "Commission") under File number 000-28121 are incorporated by
reference in this Registration Statement by reference and made a part hereof:

                  (a)      Annual Report on Form 10-K for the fiscal year ended
                           December 31, 1999;

                  (b)      All other reports filed by the Registrant pursuant to
                           Section 13(a) or 15(d) of the Exchange Act of 1934,
                           as amended (the "Exchange Act"), since the end of the
                           fiscal year covered by the Annual Report on Form 10-K
                           referred to in clause (a) above, including the
                           Registrant's Quarterly Report on Form 10-Q for the
                           period ended on March 31, 2000;

                  (c)      The description of the Common Stock contained in the
                           Registrant's Statement on Form 8-A under Section 12
                           of the Exchange Act (the "Form 8-A"), which Form 8-A
                           incorporates by reference the description of the
                           Common Stock set forth under the caption "Description
                           of Capital Stock" beginning on page 76 of the
                           Registrant's Registration Statement on Form S-1, as
                           amended (Registration No. 333-86841).

                  All other documents that the Registrant files pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effective date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement indicating that all
securities offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

                                       3
Item 4.           Description of Securities.

                  Not required.

Item 5.           Interests of Named Experts and Counsel.

                  None.

Item 6.           Indemnification of Directors and Officers.

                  Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer or director of such
corporation or is or was serving at the request of such corporation as a
director, officer, employer or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, in the case
of criminal proceedings, had no reasonable cause to believe his or her conduct
was illegal. A Delaware corporation may indemnify officers and directors against
expenses (including attorneys' fees) in connection with the defense or
settlement of an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against expenses which such officer or director actually and reasonably
incurred. The Certificate of Incorporation of the Registrant provides for
indemnification of the officers and directors of the Registrant to the full
extent permitted by applicable law.

                  In accordance with Delaware law, the Certificate of
Incorporation of the Registrant contains, and the Amended and Restated
Certificate of Incorporation of the Registrant will contain, a provision to
limit the personal liability of directors of the Registrant for violations of
their fiduciary duty. This provision eliminates each director's liability to the
Registrant or its stockholders for monetary damages except (i) for any breach of
the director's duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for

                                       4
monetary damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.

                  Pursuant to the underwriting agreement between the Registrant
and the underwriters filed as an exhibit to the Registration Statement on Form
S-1, Registration No. 333-86841, the underwriters, a party thereto, have agreed
to indemnify each officer and director of the Registrant and each person, if
any, who controls the Registrant within the meaning of the Securities Act,
against certain liabilities, including liabilities under the Securities Act.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  The following exhibits are filed as part of this Registration
Statement:

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

   4.1            Certificate of Incorporation (incorporated herein by reference
                  to the Registrant's Registration Statement on Form S-1,
                  Registration No. 333-86841).

   4.2            By-Laws (incorporated herein by reference to the Registrant's
                  Registration Statement on Form S-1, Registration No.
                  333-86841).

   4.3            HighTouch Technologies, Inc. 1999 Stock Option Plan.

   5              Opinion of Shearman & Sterling as to the validity of the
                  Common Stock.

  23.1            Consent of PricewaterhouseCoopers LLP.

  23.2            Consent of PricewaterhouseCoopers LLP.

  23.3            Consent of Shearman & Sterling (contained in Exhibit 5).

  24              Power of Attorney (included as part of the signature pages to
                  this Registration Statement).

Item 9.           Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                                       5
(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. 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
                  and 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; and

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

provided, however, that the undertakings set forth in paragraph 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
this Registration Statement.

              (2) That, for the purpose of determining any liabilities 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) 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.

                                       6
(c) 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 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.

                                       7
SIGNATURES

                  Pursuant to the requirements of the Securities Act, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota on the 23rd day
of May 2000.

                                    Retek Inc.

                                    By:   /s/ John Buchanan
                                       -----------------------------------------
                                       Name:  John Buchanan
                                       Title: Chairman, Chief Executive Officer
                                              and Director

                                       8
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature to this Registration Statement appears below hereby constitutes and
appoints each of John Buchanan, Gregory A. Effertz and Gordon Masson as such
person's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to
the Registration Statement, including post-effective amendments, and
registration statements filed pursuant to Rule 462 under the Securities Act, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, and does hereby grant unto each said
attorney-in-fact and agent 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 such person might or could do
in person, hereby ratifying and confirming all that each said attorney-in-fact
and agent, or any substitute therefor, may lawfully do or cause to be done by
virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 22nd day of May, 2000.

         Signature                 Capacity
         ---------                 --------

/s/ John Buchanan                  Chairman; Chief Executive Officer; Director
----------------------------
John Buchanan

/s/ Ward Carey                     Director
----------------------------
Ward Carey

/s/ Charles H. Gaylord             Director
----------------------------
Charles H. Gaylord

/s/ Alex Way Hart                  Director
----------------------------
Alex Way Hart

                                   Director
----------------------------
N. Ross Buckenham

/s/ Glen A. Terbeek                Director
----------------------------
Glen A. Terbeek

                                   Director
----------------------------
Stephen E. Watson

/s/ Greg Effertz                   Vice President, Finance and Administration,
----------------------------       Chief Financial Officer, Treasurer
Greg Effertz                       and Secretary

/s/ James Murdy                    Controller
----------------------------
James Murdy

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EXHIBIT INDEX

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

   4.1            Certificate of Incorporation (incorporated herein by reference
                  to the Registrant's Registration Statement on Form S-1,
                  Registration No. 333-86841).

   4.2            By-Laws (incorporated herein by reference to the Registrant's
                  Registration Statement on Form S-1, Registration No.
                  333-86841).

   4.3            HighTouch Technologies, Inc. 1999 Stock Option Plan.

   5              Opinion of Shearman & Sterling as to the validity of the
                  Common Stock.

  23.1            Consent of PricewaterhouseCoopers LLP.

  23.2            Consent of PricewaterhouseCoopers LLP.

  23.3            Consent of Shearman & Sterling (contained in Exhibit 5).

  24              Power of Attorney (included as part of the signature pages to
                  this Registration Statement).

                                       10