As filed with the Securities and Exchange Commission on June 25 , 1999
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------
                                XIOX CORPORATION
             (Exact name of Registrant as specified in its charter)
                             ----------------------
           Delaware                                             95-3824750
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                        577 Airport Boulevard, Suite 700
                          Burlingame, California 94010
                    (Address of principal executive offices)
                             ----------------------
                                 1994 STOCK PLAN
                  (as amended on May 22, 1995, March 25, 1997,
                     March 18, 1998 and February 24, 1999)
                            (Full title of the plan)
                             ----------------------
                               William H. Welling
                             Chief Executive Officer
                        577 Airport Boulevard, Suite 700
                          Burlingame, California 94010
                     (Name and address of agent for service)
                                 (650) 375-8188
          (Telephone number, including area code, of agent for service)
                             ----------------------
                                    Copy to:
                             Blair W. Stewart, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
                             ----------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
                                                                           Proposed             Proposed
                                                                           Maximum              Maximum
                     Title                             Amount              Offering            Aggregate            Amount of
               of Securities to                        to be                Price               Offering           Registration
                 be Registered                       Registered           Per Share              Price                 Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                  <C>               <C>                    <C>
Common Stock to be issued upon exercise of
options  granted under the 1994 Stock Plan
(as  amended  on May 22,  1995,  March 25,
1997,  March  18, 1998, and  February  24,
1999)......................................            275,000              $18.22            $5,010,500 (1)         $1,392.92
====================================================================================================================================
<FN>
(1) Estimated  solely for the purpose of calculating the amount of the  registration fee on the basis of the average of the high and
    low sale price reported by Nasdaq SmallCap Market on June 18 , 1999 in accordance with Rule 457(c).
</FN>
====================================================================================================================================
</TABLE>

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   Incorporation of Documents by Reference.

There are hereby  incorporated by reference in this  Registration  Statement the
following  documents and  information  heretofore  filed with the Securities and
Exchange Commission:

1.       The Company's Annual Report on Form 10-KSB, as amended,  for the period
         ended December 31, 1998 filed pursuant to Section 13(a) of the Exchange
         Act;
2.       The  Company's  Quarterly  Reports on Form 10-QSB for the periods ended
         March 31, 1998,  June 30, 1998,  September  30, 1998 and March 31, 1999
         filed pursuant to Section 13(a) of the Exchange Act; and
3.       The  description  of  the  Company's  Common  Stock  contained  in  the
         Company's  Registration  Statement on Form S-8 filed  February 1, 1995,
         pursuant to Section 12 of the Exchange Act,  including any amendment or
         report filed for the purpose of updating such description (Registration
         No. 33-88996).
4.       All documents subsequently filed by the Registrant pursuant to Sections
         13(a),  13(c),  14 and  15(d) of the  Securities  Exchange  Act of 1934
         ("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 part hereof from the date of
         filing such documents.


ITEM 4.   Description of Securities.

Not applicable.

ITEM 5.   Interests of Named Experts and Counsel.

Not applicable.

ITEM 6.   Indemnification of Directors and Officers.

The  Registrant's  Certificate  of  Incorporation,  as amended,  limits,  to the
maximum  extent  permitted by Delaware law, the personal  liability of directors
for monetary  damages for breach of their  fiduciary  duties as  directors.  The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware law to confirm.

Section 145 of the Delaware General  Corporation Law provides that a corporation
may indemnify a director,  officer,  employee or agent made a party to an action
by reason of that fact that he or she was a director, officer, employee or agent
of the  corporation  or was serving at the request of the  corporation,  against
expenses actually and reasonable  incurred by him or her in connection with such
action  if he or she acted in good  faith  and in a manner he or she  reasonably
believed to be in, or not

                                      II-1

<PAGE>

opposed  to,  the best  interests  of the  corporation  and with  respect to any
criminal  action,  had no  reasonable  cause to believe  his or her  conduct was
unlawful.

ITEM 7.   Exemption from Registration Claimed.

Not applicable.

ITEM 8.   Exhibits.

          Exhibit
          Number
          ------
             5.1      Opinion of Wilson Sonsini Goodrich & Rosati,  Professional
                      Corporation
             10.1     1994 Stock Plan, as amended
             10.2*    Form Stock Option Agreement to 1994 Stock Plan, as amended
             23.1     Consent of KPMG LLP, Independent Auditors
             23.2     Consent   of   Wilson,   Sonsini,   Goodrich   &   Rosati,
                      Professional Corporation (Contained in Exhibit 5.1)
             24.1     Power of Attorney (See Page II-4)
          -----------------------
          *  Incorporated by reference to Registrant's Registration Statement on
             Form S-8 (File No. 33-88996 filed on February 1, 1995)

ITEM 9.   Undertakings.

Not applicable.

                                      II-2

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  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 Burlingame, State of California, on June 25, 1999


                                                    XIOX CORPORATION


                                                    By:   /S/ WILLIAM H. WELLING
                                                       -------------------------
                                                         William H. Welling
                                                         Chief Executive Officer


                                      II-3

<PAGE>
<TABLE>
                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  William H.  Welling  and  Melanie D.
Johnson, jointly and severally, his or her attorney-in-fact, each with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments  to this  Registration  Statement  on Form S-8, and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

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.
<CAPTION>
               Signature                                          Title                                     Date
--------------------------------------         ----------------------------------------------          -------------


<S>                                            <C>                                                     <C>
/S/ WILLIAM H. WELLING                         Chairman of the Board, Chief Executive Officer          June 25, 1999
--------------------------------------         (Principal Executive Officer) and Director
(William H. Welling)


/S/ MELANIE D. JOHNSON                         Vice President of Finance, Chief Financial              June 25, 1999
--------------------------------------         Officer and Secretary (Principal Financial
(Melanie D. Johnson)                           Officer and Principal Accounting Officer)


/S/ BERNARD T. MARREN                          Director                                                June 25, 1999
--------------------------------------
(Bernard T. Marren)


/S/ ROBERT K. MCAFEE                           Director                                                June 25, 1999
--------------------------------------
(Robert K. McAfee)


/S/ MARK A. PARRISH, JR.                       Director                                                June 25, 1999
--------------------------------------
(Mark A. Parrish, Jr.)


/S/ ATAM LALCHANDANI                           Director                                                June 25, 1999
--------------------------------------
(Atam Lalchandani)


/S/ PHILIP VERMEULEN                           Director                                                June 25, 1999
--------------------------------------
(Philip Vermeulen)

</TABLE>

                                                         II-4


<PAGE>


                                INDEX TO EXHIBITS
    Exhibit
    Number       Description
    ------       -----------

      5.1        Opinion of  Wilson,  Sonsini,  Goodrich & Rosati,  Professional
                 Corporation

     10.1        1994 Stock Plan, as amended

     10.2*       Form Stock Option Agreement to 1994 Stock Plan, as amended

     23.1        Consent of KPMG LLP, Independent Auditors

     23.2        Consent of  Wilson,  Sonsini,  Goodrich & Rosati,  Professional
                 Corporation (Contained in Exhibit 5.1)

     24.1        Power of Attorney (see Page II-4)

---------------------------
*    Incorporated  by reference to Registrant's  Registration  Statement on Form
     S-8 (File No. 33-88996 filed on February 1, 1995)


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 12588}]
{"company-data": {"conformed-name": "XIOX CORP", "cik": "0000782995", "assigned-sic": "7372", "irs-number": "953824750", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81537", "film-number": "99652349"}, "business-address": {"street1": "577 AIRPORT BLVD STE 700", "city": "BURLINGAME", "state": "CA", "zip": "94010", "phone": "6503758188"}, "mail-address": {"street1": "577 AIRPORT BLVD SUITE 700", "city": "BURLINGAME", "state": "CA", "zip": "94010"}}
As filed with the Securities and Exchange Commission on June 25 , 1999
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------
                                XIOX CORPORATION
             (Exact name of Registrant as specified in its charter)
                             ----------------------
           Delaware                                             95-3824750
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                        577 Airport Boulevard, Suite 700
                          Burlingame, California 94010
                    (Address of principal executive offices)
                             ----------------------
                                 1994 STOCK PLAN
                  (as amended on May 22, 1995, March 25, 1997,
                     March 18, 1998 and February 24, 1999)
                            (Full title of the plan)
                             ----------------------
                               William H. Welling
                             Chief Executive Officer
                        577 Airport Boulevard, Suite 700
                          Burlingame, California 94010
                     (Name and address of agent for service)
                                 (650) 375-8188
          (Telephone number, including area code, of agent for service)
                             ----------------------
                                    Copy to:
                             Blair W. Stewart, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                           Proposed             Proposed
                                                                           Maximum              Maximum
                     Title                             Amount              Offering            Aggregate            Amount of
               of Securities to                        to be                Price               Offering           Registration
                 be Registered                       Registered           Per Share              Price                 Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock to be issued upon exercise of
options  granted under the 1994 Stock Plan
(as  amended  on May 22,  1995,  March 25,
1997,  March  18, 1998, and  February  24,
1999)......................................            275,000              $18.22            $5,010,500 (1)         $1,392.92
====================================================================================================================================
(1) Estimated  solely for the purpose of calculating the amount of the  registration fee on the basis of the average of the high and
    low sale price reported by Nasdaq SmallCap Market on June 18 , 1999 in accordance with Rule 457(c).
====================================================================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   Incorporation of Documents by Reference.

There are hereby  incorporated by reference in this  Registration  Statement the
following  documents and  information  heretofore  filed with the Securities and
Exchange Commission:

1.       The Company's Annual Report on Form 10-KSB, as amended,  for the period
         ended December 31, 1998 filed pursuant to Section 13(a) of the Exchange
         Act;
2.       The  Company's  Quarterly  Reports on Form 10-QSB for the periods ended
         March 31, 1998,  June 30, 1998,  September  30, 1998 and March 31, 1999
         filed pursuant to Section 13(a) of the Exchange Act; and
3.       The  description  of  the  Company's  Common  Stock  contained  in  the
         Company's  Registration  Statement on Form S-8 filed  February 1, 1995,
         pursuant to Section 12 of the Exchange Act,  including any amendment or
         report filed for the purpose of updating such description (Registration
         No. 33-88996).
4.       All documents subsequently filed by the Registrant pursuant to Sections
         13(a),  13(c),  14 and  15(d) of the  Securities  Exchange  Act of 1934
         ("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 part hereof from the date of
         filing such documents.

ITEM 4.   Description of Securities.

Not applicable.

ITEM 5.   Interests of Named Experts and Counsel.

Not applicable.

ITEM 6.   Indemnification of Directors and Officers.

The  Registrant's  Certificate  of  Incorporation,  as amended,  limits,  to the
maximum  extent  permitted by Delaware law, the personal  liability of directors
for monetary  damages for breach of their  fiduciary  duties as  directors.  The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware law to confirm.

Section 145 of the Delaware General  Corporation Law provides that a corporation
may indemnify a director,  officer,  employee or agent made a party to an action
by reason of that fact that he or she was a director, officer, employee or agent
of the  corporation  or was serving at the request of the  corporation,  against
expenses actually and reasonable  incurred by him or her in connection with such
action  if he or she acted in good  faith  and in a manner he or she  reasonably
believed to be in, or not

                                      II-1
opposed  to,  the best  interests  of the  corporation  and with  respect to any
criminal  action,  had no  reasonable  cause to believe  his or her  conduct was
unlawful.

ITEM 7.   Exemption from Registration Claimed.

Not applicable.

ITEM 8.   Exhibits.

          Exhibit
          Number
          ------
             5.1      Opinion of Wilson Sonsini Goodrich & Rosati,  Professional
                      Corporation
             10.1     1994 Stock Plan, as amended
             10.2*    Form Stock Option Agreement to 1994 Stock Plan, as amended
             23.1     Consent of KPMG LLP, Independent Auditors
             23.2     Consent   of   Wilson,   Sonsini,   Goodrich   &   Rosati,
                      Professional Corporation (Contained in Exhibit 5.1)
             24.1     Power of Attorney (See Page II-4)
          -----------------------
          *  Incorporated by reference to Registrant's Registration Statement on
             Form S-8 (File No. 33-88996 filed on February 1, 1995)

ITEM 9.   Undertakings.

Not applicable.

                                      II-2
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  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 Burlingame, State of California, on June 25, 1999

                                                    XIOX CORPORATION

                                                    By:   /S/ WILLIAM H. WELLING
                                                       -------------------------
                                                         William H. Welling
                                                         Chief Executive Officer

                                      II-3
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  William H.  Welling  and  Melanie D.
Johnson, jointly and severally, his or her attorney-in-fact, each with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments  to this  Registration  Statement  on Form S-8, and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

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/ WILLIAM H. WELLING                         Chairman of the Board, Chief Executive Officer          June 25, 1999
--------------------------------------         (Principal Executive Officer) and Director
(William H. Welling)

/S/ MELANIE D. JOHNSON                         Vice President of Finance, Chief Financial              June 25, 1999
--------------------------------------         Officer and Secretary (Principal Financial
(Melanie D. Johnson)                           Officer and Principal Accounting Officer)

/S/ BERNARD T. MARREN                          Director                                                June 25, 1999
--------------------------------------
(Bernard T. Marren)

/S/ ROBERT K. MCAFEE                           Director                                                June 25, 1999
--------------------------------------
(Robert K. McAfee)

/S/ MARK A. PARRISH, JR.                       Director                                                June 25, 1999
--------------------------------------
(Mark A. Parrish, Jr.)

/S/ ATAM LALCHANDANI                           Director                                                June 25, 1999
--------------------------------------
(Atam Lalchandani)

/S/ PHILIP VERMEULEN                           Director                                                June 25, 1999
--------------------------------------
(Philip Vermeulen)
II-4
INDEX TO EXHIBITS
    Exhibit
    Number       Description
    ------       -----------

      5.1        Opinion of  Wilson,  Sonsini,  Goodrich & Rosati,  Professional
                 Corporation

     10.1        1994 Stock Plan, as amended

     10.2*       Form Stock Option Agreement to 1994 Stock Plan, as amended

     23.1        Consent of KPMG LLP, Independent Auditors

     23.2        Consent of  Wilson,  Sonsini,  Goodrich & Rosati,  Professional
                 Corporation (Contained in Exhibit 5.1)

     24.1        Power of Attorney (see Page II-4)

---------------------------
*    Incorporated  by reference to Registrant's  Registration  Statement on Form
     S-8 (File No. 33-88996 filed on February 1, 1995)

                                      II-5