<PAGE>
 
    As filed with the Securities and Exchange Commission on April 17, 1997.
                           Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

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

            GEORGIA                                             57-1749705
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                              5 CONCOURSE PARKWAY
                                   SUITE 850
                             ATLANTA, GEORGIA 30328
         (Address, including zip code, of principal executive offices)

                                XCELLENET, INC.
                         1996 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                                         Copy to:

           DENNIS M. CRUMPLER                        WILLIAM H. AVERY
            XCELLENET, INC.                          ALSTON & BIRD LLP
     5 CONCOURSE PARKWAY, SUITE 850                 ONE ATLANTIC CENTER
           ATLANTA, GA 30328                    1201 WEST PEACHTREE STREET
             (770) 804-8100                     ATLANTA, GEORGIA 30309-3424
(Name, address, including zip code, and                (404) 881-7000
 telephone number, including area code,
 of agent for service)

<TABLE>
<CAPTION>
                                CALCULATION OF REGISTRATION FEE
====================================================================================================
                                                   Proposed          Proposed
                                                    Maximum          Maximum
     Title of Securities          Amount to     Offering Price      Aggregate          Amount of
       to be Registered         be Registered      Per Share      Offering Price  Registration Fee(1)
-----------------------------------------------------------------------------------------------------
<S>                             <C>            <C>                <C>             <C>
Common Stock, $.01 par value          655,950          $15.81(2)  $10,370,569.50         $3,142.60
-----------------------------------------------------------------------------------------------------
Common Stock, $.01 par value        2,344,050         $15.125(3)  $35,453,756.25        $10,743.56
-----------------------------------------------------------------------------------------------------
</TABLE>
(1) $5,785.68 of the filing fee was previously held in the registrant's account
    with the Commission, and the remaining $8,100.48 of the filing fee was
    submitted to the registrant's account with the Commission on April 17, 1997.
(2) The average exercise price per share of options granted to date.
(3) Estimated (pursuant to Rule 457, paragraphs (h) and (c)) as the average of
    the high and low sales prices of shares of the Common Stock of the
    registrant on the Nasdaq National Market on April 11, 1997 solely for
    purposes of calculating the registration fee.
<PAGE>
 
                                     PART I
                                     ------
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               The documents constituting Part I of this registration statement
     will be sent or given to participants in the registrant's (hereinafter the
     "Company" or the "Registrant") XcelleNet, Inc. 1996 Long-Term Incentive
     Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities Act
     of 1933, as amended (the "Securities Act").

                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents are incorporated by reference into this
     registration statement and are deemed to be a part hereof from the date of
     the filing of such documents:

               (1) The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1996.

               (2) All other reports filed by the Company pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), since December 31, 1996.

               (3) The description of the Company's Common Stock contained in
     the Company's Registration Statement on Form 8-A as filed with the
     Securities and Exchange Commission on March 2, 1994, including all
     amendments or reports filed for the purpose of updating such description.

               (4) All other documents subsequently filed by the Company
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
     to the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters 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.

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

     ITEM 4.   DESCRIPTION OF SECURITIES

               Not Applicable.

                                      II-1
<PAGE>
 
     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not Applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Pursuant to the Company's Amended and Restated Bylaws and
     indemnification agreements between the Company and each of its officers and
     directors, the Company is obligated to indemnify each of its directors and
     officers to the fullest extent permitted by law with respect to all
     liability and loss suffered and reasonable expense incurred by such person
     in any action, suit or proceeding in which such person was or is made or
     threatened to be made a party or is otherwise involved by reason of the
     fact that such person is or was a director or officer of the Company.  The
     Company is also obligated to pay the reasonable expenses of the directors
     and officers incurred in defending such proceeding if the indemnified party
     agrees to repay all amounts advanced if it is ultimately determined that
     such person is not entitled to indemnification.

               In addition, the Company's Amended and Restated Articles of
     Incorporation provide that the Company's directors shall not be liable to
     the Company or its shareholders for monetary damages for breach of a
     director's fiduciary duty as a director to the Company and its
     shareholders, except to the extent such exemption from liability or
     limitation thereof is not permitted under the Georgia Business Corporation
     Code.  This provision in the Company's Amended and Restated Articles of
     Incorporation does not eliminate the duty of care, and in appropriate
     circumstances, equitable remedies such as injunctive or other forms of non-
     monetary relief will remain available under Georgia law.  In addition, each
     director continues to be subject to liability for monetary damages for
     misappropriation of any corporate opportunity in violation of the
     director's duties, for acts or omissions involving intentional misconduct,
     for knowing violations of law, for actions leading to improper personal
     benefit to the director and for distributions (including payment of
     dividends, stock repurchases or redemptions) that are unlawful under
     Georgia law.  This provision also does not affect a director's
     responsibilities under any other law, such as the federal securities laws
     or state or federal environmental laws.

               The Company holds an insurance policy covering directors and
     officers under which the insurer agrees to pay, subject to certain
     exclusions, for any claim made against the directors and officers of the
     Company for a wrongful act that they may become legally obligated to pay or
     for which the Company is required to indemnify the directors or officers,
     including liabilities under the Securities Act.  The Company believes that
     these provisions of its Amended and Restated Articles of Incorporation,
     Bylaws and indemnification agreements are necessary to attract and retain
     qualified persons as directors and officers.

               Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Company pursuant to the foregoing provisions, or
     otherwise, the Company 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 and is, therefore, unenforceable.
     In the event that a claim for indemnification against such liabilities
     (other than the payment by the Company of expenses incurred or paid by a
     director, officer or controlling person of the Company in the successful
     defense of any action, suit or proceeding) is asserted by such director,

                                      II-2
<PAGE>
 
     officer or controlling person in connection with the securities being
     registered, the Company 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.


     ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED
 
                Not applicable.
 
     ITEM 8.    EXHIBITS

                The exhibits included as part of this registration statement are
     as follows:
<TABLE>
<CAPTION>
 
Exhibit Number                Description
--------------                -----------
<C>             <S>
     4.1        Specimen Stock Certificate for the
                Common Stock of the Registrant
                (Incorporated herein by reference to
                Exhibit 4.01 to Registration Statement
                No. 33-76012).

     4.2        Amended and Restated Articles of
                Incorporation of the Registrant
                (Incorporated herein by reference to
                Exhibit 3.01 to Registration Statement
                No. 33-76012).

     4.3        Amended and Restated Bylaws of the
                Registrant (Incorporated herein by
                reference to Exhibit 3.02 to
                Registration Statement No. 33-76012).

     4.4        Shareholder Agreement dated June 22,
                1990 as amended by the Amendment to
                Shareholder Agreement dated February
                11, 1994 (the "Amendment") among the
                Registrant and the persons listed on
                Exhibit A to the Amendment
                (Incorporated herein by reference to
                Exhibit 10.12 to Registration Statement
                No. 33-76012).

     5          Opinion of Alston & Bird LLP as to the
                legality of the securities being
                registered.
</TABLE> 

                                      II-3
<PAGE>
 
<TABLE> 
<C>             <S>

     23.1       Consent of Counsel (contained in the
                opinion filed as Exhibit 5 hereof).

     23.2       Consent of Arthur Andersen LLP.

     24         Power of Attorney pursuant to which
                amendments to this registration
                statement may be filed (included on the
                signature page contained in Part II
                hereof).
</TABLE>
     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;

                    (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 the registration statement;

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

          provided, however, that paragraphs (a)(1)(i) and (a)(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 liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities being 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.

                                      II-4
<PAGE>
 
          (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.

          (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 Registrant's articles of
     incorporation, bylaws, 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
     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 on following page)

                                      II-5
<PAGE>
 
                                   SIGNATURES
                                   ----------


          Pursuant to the requirements of the Securities Act of 1933, as
     amended, the registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has duly
     caused this registration statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of Atlanta, State of
     Georgia, on April 15, 1997.


                                       XCELLENET, INC.


                                       By: /s/ DENNIS M. CRUMPLER
                                           ------------------------------------
                                           Dennis M. Crumpler
                                           Chairman and Chief Executive Officer

          Know All Men By These Presents, that each person whose signature
     appears below constitutes and appoints Dennis M. Crumpler, Corey M. Smith
     and Sidney V. Sack, and each of them, his or her true and lawful attorneys-
     in-fact and agents, with full power of substitution and resubstitution, for
     him or her and in his or her name, place and stead, in any and all
     capacities, to sign any and all amendments (including post-effective
     amendments) to this registration statement, and to file the same, with all
     exhibits thereto, and other documents in connection therewith, with the
     Securities and Exchange Commission, granting unto said attorneys-in-fact
     and agents, and each of them, full power and authority to do and perform
     each and every act and thing requisite and necessary to be done, as fully
     and to all intents and purposes as he or she might or could do in person,
     hereby ratifying and confirming all that said attorneys-in-fact and agents,
     or any of them, or his or her substitute or substitutes, may lawfully do or
     cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
     amended, this registration statement has been signed by the following
     persons in the capacities indicated on the 15th day of April, 1997.


<TABLE>
<CAPTION>
        Signature                                 Capacity
        ---------                                 --------
<S>                                   <C>
/s/ DENNIS M. CRUMPLER                Chairman of the Board of Directors and
----------------------------------    Chief Executive Officer 
Dennis M. Crumpler                    (Principal Executive Officer) 

</TABLE>

                                      II-6
<PAGE>
 
<TABLE> 
<S>                                   <C> 
/s/ SIDNEY V. SACK                    Executive Vice President and
----------------------------------    Chief Financial Officer
     Sidney V. Sack                   (Principal Financial and Accounting 
                                      Officer) 
                                  

/s/ STEPHEN P. BRADLEY                Director
----------------------------------
     Stephen P. Bradley


/s/ DONALD L. HOUSE                   Director
----------------------------------
     Donald L. House


/s/ RICHARD C. MARCUS                 Director
----------------------------------
     Richard C. Marcus


                                      Director
----------------------------------
     Geoffrey A. Moore


/s/ SHEREEF W. NAWAR                  Director
----------------------------------
     Shereef W. Nawar


/s/ RICHARD L. NOLAN                  Director
----------------------------------
     Richard L. Nolan


/s/ JEFFREY P. PARKER                 Director
----------------------------------
     Jeffrey P. Parker
</TABLE> 

                                      II-7
<PAGE>
 
                                 EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
 
Exhibit Number                Description
--------------                -----------
<C>             <S>
     4.1        Specimen Stock Certificate for the
                Common Stock of the Registrant
                (Incorporated herein by reference to
                Exhibit 4.01 to Registration Statement
                No. 33-76012).

     4.2        Amended and Restated Articles of
                Incorporation of the Registrant
                (Incorporated herein by reference to
                Exhibit 3.01 to Registration Statement
                No. 33-76012).

     4.3        Amended and Restated Bylaws of the
                Registrant (Incorporated herein by
                reference to Exhibit 3.02 to
                Registration Statement No. 33-76012).

     4.4        Shareholder Agreement dated June 22,
                1990 as amended by the Amendment to
                Shareholder Agreement dated February
                11, 1994 (the "Amendment") among the
                Registrant and the persons listed on
                Exhibit A to the Amendment
                (Incorporated herein by reference to
                Exhibit 10.12 to Registration Statement
                No. 33-76012).

     5          Opinion of Alston & Bird LLP as to the
                legality of the securities being
                registered.

     23.1       Consent of Counsel (contained in the
                opinion filed as Exhibit 5 hereof).

     23.2       Consent of Arthur Andersen LLP.

     24         Power of Attorney pursuant to which
                amendments to this registration
                statement may be filed (included on the
                signature page contained in Part II
                hereof).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22587}]
{"company-data": {"conformed-name": "XCELLENET INC /GA/", "cik": "0000919746", "assigned-sic": "7372", "irs-number": "581749705", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25373", "film-number": "97583009"}, "business-address": {"street1": "5 CONCOURSE PKWY STE 850", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "770-804-81"}, "mail-address": {"street1": "5 CONCOURSE PARKWAY", "street2": "SUITE 850", "city": "ATLANTA", "state": "GA", "zip": "30328"}}
As filed with the Securities and Exchange Commission on April 17, 1997.
                           Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

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

            GEORGIA                                             57-1749705
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                              5 CONCOURSE PARKWAY
                                   SUITE 850
                             ATLANTA, GEORGIA 30328
         (Address, including zip code, of principal executive offices)

                                XCELLENET, INC.
                         1996 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                                         Copy to:

           DENNIS M. CRUMPLER                        WILLIAM H. AVERY
            XCELLENET, INC.                          ALSTON & BIRD LLP
     5 CONCOURSE PARKWAY, SUITE 850                 ONE ATLANTIC CENTER
           ATLANTA, GA 30328                    1201 WEST PEACHTREE STREET
             (770) 804-8100                     ATLANTA, GEORGIA 30309-3424
(Name, address, including zip code, and                (404) 881-7000
 telephone number, including area code,
 of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================
                                                   Proposed          Proposed
                                                    Maximum          Maximum
     Title of Securities          Amount to     Offering Price      Aggregate          Amount of
       to be Registered         be Registered      Per Share      Offering Price  Registration Fee(1)
-----------------------------------------------------------------------------------------------------
Common Stock, $.01 par value          655,950          $15.81(2)  $10,370,569.50         $3,142.60
-----------------------------------------------------------------------------------------------------
Common Stock, $.01 par value        2,344,050         $15.125(3)  $35,453,756.25        $10,743.56
-----------------------------------------------------------------------------------------------------
(1) $5,785.68 of the filing fee was previously held in the registrant's account
    with the Commission, and the remaining $8,100.48 of the filing fee was
    submitted to the registrant's account with the Commission on April 17, 1997.
(2) The average exercise price per share of options granted to date.
(3) Estimated (pursuant to Rule 457, paragraphs (h) and (c)) as the average of
    the high and low sales prices of shares of the Common Stock of the
    registrant on the Nasdaq National Market on April 11, 1997 solely for
    purposes of calculating the registration fee.
PART I
                                     ------
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               The documents constituting Part I of this registration statement
     will be sent or given to participants in the registrant's (hereinafter the
     "Company" or the "Registrant") XcelleNet, Inc. 1996 Long-Term Incentive
     Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities Act
     of 1933, as amended (the "Securities Act").

                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents are incorporated by reference into this
     registration statement and are deemed to be a part hereof from the date of
     the filing of such documents:

               (1) The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1996.

               (2) All other reports filed by the Company pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), since December 31, 1996.

               (3) The description of the Company's Common Stock contained in
     the Company's Registration Statement on Form 8-A as filed with the
     Securities and Exchange Commission on March 2, 1994, including all
     amendments or reports filed for the purpose of updating such description.

               (4) All other documents subsequently filed by the Company
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
     to the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters 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.

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

     ITEM 4.   DESCRIPTION OF SECURITIES

               Not Applicable.

                                      II-1
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not Applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Pursuant to the Company's Amended and Restated Bylaws and
     indemnification agreements between the Company and each of its officers and
     directors, the Company is obligated to indemnify each of its directors and
     officers to the fullest extent permitted by law with respect to all
     liability and loss suffered and reasonable expense incurred by such person
     in any action, suit or proceeding in which such person was or is made or
     threatened to be made a party or is otherwise involved by reason of the
     fact that such person is or was a director or officer of the Company.  The
     Company is also obligated to pay the reasonable expenses of the directors
     and officers incurred in defending such proceeding if the indemnified party
     agrees to repay all amounts advanced if it is ultimately determined that
     such person is not entitled to indemnification.

               In addition, the Company's Amended and Restated Articles of
     Incorporation provide that the Company's directors shall not be liable to
     the Company or its shareholders for monetary damages for breach of a
     director's fiduciary duty as a director to the Company and its
     shareholders, except to the extent such exemption from liability or
     limitation thereof is not permitted under the Georgia Business Corporation
     Code.  This provision in the Company's Amended and Restated Articles of
     Incorporation does not eliminate the duty of care, and in appropriate
     circumstances, equitable remedies such as injunctive or other forms of non-
     monetary relief will remain available under Georgia law.  In addition, each
     director continues to be subject to liability for monetary damages for
     misappropriation of any corporate opportunity in violation of the
     director's duties, for acts or omissions involving intentional misconduct,
     for knowing violations of law, for actions leading to improper personal
     benefit to the director and for distributions (including payment of
     dividends, stock repurchases or redemptions) that are unlawful under
     Georgia law.  This provision also does not affect a director's
     responsibilities under any other law, such as the federal securities laws
     or state or federal environmental laws.

               The Company holds an insurance policy covering directors and
     officers under which the insurer agrees to pay, subject to certain
     exclusions, for any claim made against the directors and officers of the
     Company for a wrongful act that they may become legally obligated to pay or
     for which the Company is required to indemnify the directors or officers,
     including liabilities under the Securities Act.  The Company believes that
     these provisions of its Amended and Restated Articles of Incorporation,
     Bylaws and indemnification agreements are necessary to attract and retain
     qualified persons as directors and officers.

               Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Company pursuant to the foregoing provisions, or
     otherwise, the Company 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 and is, therefore, unenforceable.
     In the event that a claim for indemnification against such liabilities
     (other than the payment by the Company of expenses incurred or paid by a
     director, officer or controlling person of the Company in the successful
     defense of any action, suit or proceeding) is asserted by such director,

                                      II-2
officer or controlling person in connection with the securities being
     registered, the Company 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.

     ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED
 
                Not applicable.
 
     ITEM 8.    EXHIBITS

                The exhibits included as part of this registration statement are
     as follows:
Exhibit Number                Description
--------------                -----------
4.1        Specimen Stock Certificate for the
                Common Stock of the Registrant
                (Incorporated herein by reference to
                Exhibit 4.01 to Registration Statement
                No. 33-76012).

     4.2        Amended and Restated Articles of
                Incorporation of the Registrant
                (Incorporated herein by reference to
                Exhibit 3.01 to Registration Statement
                No. 33-76012).

     4.3        Amended and Restated Bylaws of the
                Registrant (Incorporated herein by
                reference to Exhibit 3.02 to
                Registration Statement No. 33-76012).

     4.4        Shareholder Agreement dated June 22,
                1990 as amended by the Amendment to
                Shareholder Agreement dated February
                11, 1994 (the "Amendment") among the
                Registrant and the persons listed on
                Exhibit A to the Amendment
                (Incorporated herein by reference to
                Exhibit 10.12 to Registration Statement
                No. 33-76012).

     5          Opinion of Alston & Bird LLP as to the
                legality of the securities being
                registered.
II-3
23.1       Consent of Counsel (contained in the
                opinion filed as Exhibit 5 hereof).

     23.2       Consent of Arthur Andersen LLP.

     24         Power of Attorney pursuant to which
                amendments to this registration
                statement may be filed (included on the
                signature page contained in Part II
                hereof).
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;

                    (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 the registration statement;

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

          provided, however, that paragraphs (a)(1)(i) and (a)(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 liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities being 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.

                                      II-4
(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.

          (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 Registrant's articles of
     incorporation, bylaws, 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
     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 on following page)

                                      II-5
SIGNATURES
                                   ----------

          Pursuant to the requirements of the Securities Act of 1933, as
     amended, the registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has duly
     caused this registration statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of Atlanta, State of
     Georgia, on April 15, 1997.

                                       XCELLENET, INC.

                                       By: /s/ DENNIS M. CRUMPLER
                                           ------------------------------------
                                           Dennis M. Crumpler
                                           Chairman and Chief Executive Officer

          Know All Men By These Presents, that each person whose signature
     appears below constitutes and appoints Dennis M. Crumpler, Corey M. Smith
     and Sidney V. Sack, and each of them, his or her true and lawful attorneys-
     in-fact and agents, with full power of substitution and resubstitution, for
     him or her and in his or her name, place and stead, in any and all
     capacities, to sign any and all amendments (including post-effective
     amendments) to this registration statement, and to file the same, with all
     exhibits thereto, and other documents in connection therewith, with the
     Securities and Exchange Commission, granting unto said attorneys-in-fact
     and agents, and each of them, full power and authority to do and perform
     each and every act and thing requisite and necessary to be done, as fully
     and to all intents and purposes as he or she might or could do in person,
     hereby ratifying and confirming all that said attorneys-in-fact and agents,
     or any of them, or his or her substitute or substitutes, may lawfully do or
     cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
     amended, this registration statement has been signed by the following
     persons in the capacities indicated on the 15th day of April, 1997.
Signature                                 Capacity
        ---------                                 --------
/s/ DENNIS M. CRUMPLER                Chairman of the Board of Directors and
----------------------------------    Chief Executive Officer 
Dennis M. Crumpler                    (Principal Executive Officer)
II-6
/s/ SIDNEY V. SACK                    Executive Vice President and
----------------------------------    Chief Financial Officer
     Sidney V. Sack                   (Principal Financial and Accounting 
                                      Officer) 
                                  

/s/ STEPHEN P. BRADLEY                Director
----------------------------------
     Stephen P. Bradley

/s/ DONALD L. HOUSE                   Director
----------------------------------
     Donald L. House

/s/ RICHARD C. MARCUS                 Director
----------------------------------
     Richard C. Marcus

                                      Director
----------------------------------
     Geoffrey A. Moore

/s/ SHEREEF W. NAWAR                  Director
----------------------------------
     Shereef W. Nawar

/s/ RICHARD L. NOLAN                  Director
----------------------------------
     Richard L. Nolan

/s/ JEFFREY P. PARKER                 Director
----------------------------------
     Jeffrey P. Parker
II-7
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8
Exhibit Number                Description
--------------                -----------
4.1        Specimen Stock Certificate for the
                Common Stock of the Registrant
                (Incorporated herein by reference to
                Exhibit 4.01 to Registration Statement
                No. 33-76012).

     4.2        Amended and Restated Articles of
                Incorporation of the Registrant
                (Incorporated herein by reference to
                Exhibit 3.01 to Registration Statement
                No. 33-76012).

     4.3        Amended and Restated Bylaws of the
                Registrant (Incorporated herein by
                reference to Exhibit 3.02 to
                Registration Statement No. 33-76012).

     4.4        Shareholder Agreement dated June 22,
                1990 as amended by the Amendment to
                Shareholder Agreement dated February
                11, 1994 (the "Amendment") among the
                Registrant and the persons listed on
                Exhibit A to the Amendment
                (Incorporated herein by reference to
                Exhibit 10.12 to Registration Statement
                No. 33-76012).

     5          Opinion of Alston & Bird LLP as to the
                legality of the securities being
                registered.

     23.1       Consent of Counsel (contained in the
                opinion filed as Exhibit 5 hereof).

     23.2       Consent of Arthur Andersen LLP.

     24         Power of Attorney pursuant to which
                amendments to this registration
                statement may be filed (included on the
                signature page contained in Part II
                hereof).