As filed with the Securities and Exchange Commission on May 19, 1995
                                                       Registration No. 33-92522
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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





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

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

         CALIFORNIA                                      94-2566313
 (State of Incorporation)                   (I.R.S. Employer Identification No.)

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

                              47211 BAYSIDE PARKWAY
                                FREMONT, CA 94538
                            TELEPHONE: (510) 440-9600
          (Address and telephone number of principal executive offices)

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

                        1984 EMPLOYEE STOCK PURCHASE PLAN
                             1990 STOCK OPTION PLAN
                            (Full title of the plans)


                                 HENRY C. HARRIS
              VICE PRESIDENT, FINANCE AND ADMINISTRATION, SECRETARY
                                ZITEL CORPORATION
                              47211 BAYSIDE PARKWAY
                                FREMONT, CA 94538
                                 (510) 440-9600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


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

                                   Copies to:
                            MICHAEL R. JACOBSON, ESQ.
                     COOLEY GODWARD CASTRO HUDDLESON & TATUM
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                           PALO ALTO, CALIFORNIA 94306

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


<PAGE>


<TABLE>

                         CALCULATION OF REGISTRATION FEE

<CAPTION>
=============================================================================================================================
                                                    PROPOSED MAXIMUM            PROPOSED MAXIMUM
   TITLE OF SECURITIES                             OFFERING PRICE PER          AGGREGATE OFFERING
    TO BE REGISTERED           AMOUNT TO BE              SHARE (1)                  PRICE (1)                  AMOUNT OF
                                REGISTERED                                                                 REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                    <C>                       <C>                          <C>
Stock Options and
Common Stock (no
par value)
                                 500,000                $8.9375                   $4,468,750.00                $1,540.95
=============================================================================================================================

<FN>

(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant  to Rule  457(c).  The  price per share and
         aggregate offering price are based upon the average of the high and low
         prices of Registrant's  Common Stock on May 12, 1995 as reported on the
         NASDAQ National Market System.
</FN>
</TABLE>

================================================================================

         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.



<PAGE>



                    INCORPORATION BY REFERENCE OF CONTENTS OF
                 REGISTRATION STATEMENT ON FORM S-8 NO. 33-47697


         The contents of  Registration  Statement on Form S-8 No. 33-47697 filed
with the Securities and Exchange  Commission on May 6, 1992 are  incorporated by
reference herein.


                                    EXHIBITS



EXHIBIT
NUMBER
- -------

5                 Opinion of Cooley Godward Castro Huddleson & Tatum

23.1              Consent of Coopers & Lybrand L.L.P.

23.2              Consent  of  Cooley  Godward  Castro   Huddleson  &  Tatum  is
                  contained in Exhibit 5 to this Registration Statement

24                Power of Attorney is contained on the signature pages.




                                       1.

<PAGE>



                                   SIGNATURES


         THE REGISTRANT.  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  Fremont,  State  of
California, on May 17, 1995.


                                        ZITEL CORPORATION




                                        By:      /s/ Henry C. Harris
                                           ------------------------------------
                                                Henry C. Harris
                                                Vice President, Finance and 
                                                Administration and Secretary





                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Jack H. King and Henry C. Harris,  and
each or any one of them, his true and lawful  attorney-in-fact  and agent,  with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement, 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 in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  may lawfully do or cause to be
done by virtue hereof.




                                       2.

<PAGE>




         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

SIGNATURE                      TITLE                                   DATE



     /s/Jack H. King          President, Chief Executive Officer    May 18, 1995
- --------------------------    and Director
     (Jack H. King)


    /s/Henry C. Harris        Chief Financial Officer (Principal    May 18, 1995
- --------------------------    Financial and Accounting Officer)
     (Henry C. Harris)


- --------------------------    Chairman of the Board of Directors    May   , 1995
  (William R. Lonergan)                                                ---


  /s/Catherine P. Goodrich    Director                              May 18, 1995
- --------------------------
  (Catherine P. Goodrich)

- --------------------------    Director                              May   , 1995
   (William M. Regitz)                                                 ---



    /s/Robert H. Welch        Director                              May 18, 1995
- --------------------------
    (Robert H. Welch)


                                       3.

<PAGE>



                                  EXHIBIT INDEX



EXHIBIT
NUMBER              DESCRIPTION                           SEQUENTIAL PAGE NUMBER




 5       Opinion of Cooley Godward Castro Huddleson & Tatum            8

23.1     Consent of Coopers & Lybrand L.L.P.                          10

23.2     Consent of Cooley Godward Castro Huddleson & Tatum            8
         is contained in Exhibit 5 to this Registration Statement

24       Power of Attorney is contained on the signature pages.        4



                                       4.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8753}]
{"company-data": {"conformed-name": "ZITEL CORP", "cik": "0000731647", "assigned-sic": "3674", "irs-number": "942566313", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-92522", "film-number": "00000000"}, "business-address": {"street1": "47211 BAYSIDE PARKWAY", "city": "FREMONT", "state": "CA", "zip": "94538-6517", "phone": "5104409600"}, "mail-address": {"street1": "47211 BAYSIDE PARKWAY", "city": "FREMONT", "state": "CA", "zip": "94538"}}
As filed with the Securities and Exchange Commission on May 19, 1995
                                                       Registration No. 33-92522
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

         CALIFORNIA                                      94-2566313
 (State of Incorporation)                   (I.R.S. Employer Identification No.)

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

                              47211 BAYSIDE PARKWAY
                                FREMONT, CA 94538
                            TELEPHONE: (510) 440-9600
          (Address and telephone number of principal executive offices)

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

                        1984 EMPLOYEE STOCK PURCHASE PLAN
                             1990 STOCK OPTION PLAN
                            (Full title of the plans)

                                 HENRY C. HARRIS
              VICE PRESIDENT, FINANCE AND ADMINISTRATION, SECRETARY
                                ZITEL CORPORATION
                              47211 BAYSIDE PARKWAY
                                FREMONT, CA 94538
                                 (510) 440-9600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                            MICHAEL R. JACOBSON, ESQ.
                     COOLEY GODWARD CASTRO HUDDLESON & TATUM
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                           PALO ALTO, CALIFORNIA 94306

                               ------------------
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                    PROPOSED MAXIMUM            PROPOSED MAXIMUM
   TITLE OF SECURITIES                             OFFERING PRICE PER          AGGREGATE OFFERING
    TO BE REGISTERED           AMOUNT TO BE              SHARE (1)                  PRICE (1)                  AMOUNT OF
                                REGISTERED                                                                 REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Stock Options and
Common Stock (no
par value)
                                 500,000                $8.9375                   $4,468,750.00                $1,540.95
=============================================================================================================================
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant  to Rule  457(c).  The  price per share and
         aggregate offering price are based upon the average of the high and low
         prices of Registrant's  Common Stock on May 12, 1995 as reported on the
         NASDAQ National Market System.
================================================================================

         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
                 REGISTRATION STATEMENT ON FORM S-8 NO. 33-47697

         The contents of  Registration  Statement on Form S-8 No. 33-47697 filed
with the Securities and Exchange  Commission on May 6, 1992 are  incorporated by
reference herein.

                                    EXHIBITS

EXHIBIT
NUMBER
- -------

5                 Opinion of Cooley Godward Castro Huddleson & Tatum

23.1              Consent of Coopers & Lybrand L.L.P.

23.2              Consent  of  Cooley  Godward  Castro   Huddleson  &  Tatum  is
                  contained in Exhibit 5 to this Registration Statement

24                Power of Attorney is contained on the signature pages.

                                       1.
SIGNATURES

         THE REGISTRANT.  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  Fremont,  State  of
California, on May 17, 1995.

                                        ZITEL CORPORATION

                                        By:      /s/ Henry C. Harris
                                           ------------------------------------
                                                Henry C. Harris
                                                Vice President, Finance and 
                                                Administration and Secretary

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Jack H. King and Henry C. Harris,  and
each or any one of them, his true and lawful  attorney-in-fact  and agent,  with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement, 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 in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  may lawfully do or cause to be
done by virtue hereof.

                                       2.
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

SIGNATURE                      TITLE                                   DATE

     /s/Jack H. King          President, Chief Executive Officer    May 18, 1995
- --------------------------    and Director
     (Jack H. King)

    /s/Henry C. Harris        Chief Financial Officer (Principal    May 18, 1995
- --------------------------    Financial and Accounting Officer)
     (Henry C. Harris)

- --------------------------    Chairman of the Board of Directors    May   , 1995
  (William R. Lonergan)                                                ---

  /s/Catherine P. Goodrich    Director                              May 18, 1995
- --------------------------
  (Catherine P. Goodrich)

- --------------------------    Director                              May   , 1995
   (William M. Regitz)                                                 ---

    /s/Robert H. Welch        Director                              May 18, 1995
- --------------------------
    (Robert H. Welch)

                                       3.
EXHIBIT INDEX

EXHIBIT
NUMBER              DESCRIPTION                           SEQUENTIAL PAGE NUMBER

 5       Opinion of Cooley Godward Castro Huddleson & Tatum            8

23.1     Consent of Coopers & Lybrand L.L.P.                          10

23.2     Consent of Cooley Godward Castro Huddleson & Tatum            8
         is contained in Exhibit 5 to this Registration Statement

24       Power of Attorney is contained on the signature pages.        4

                                       4.