As filed with the Securities and Exchange Commission on June __, 1998

                                                      Registration No. 333-_____

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


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                              PRISM SOLUTIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                     77-0282704
    (State of Incorporation)                          (I.R.S. Employer
                                                     Identification No.)

                                1000 Hamlin Court
                           Sunnyvale, California 94089
                    (Address of Principal Executive Offices)

                           1996 Equity Incentive Plan
                        1996 Employee Stock Purchase Plan
                            (Full Title of the Plans)

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

                                 Earl C. Charles
                             Chief Financial Officer
                              Prism Solutions, Inc.
                                1000 Hamlin Court
                           Sunnyvale, California 94089
                                 (408) 752-1888
            (Name, Address and Telephone Number of Agent for Service)

                              -------------------
                                   Copies to:

                            Robert A. Freedman, Esq.
                             James M. Hackett, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

<TABLE>
                                                   CALCULATION OF REGISTRATION FEE

====================================================================================================================================
<CAPTION>
          Title of Securities             Amount to be       Proposed Maximum          Proposed Maximum           Amount of
           to be Registered                Registered    Offering Price Per Share  Aggregate Offering Price   Registration Fee
                                         -------------------------------------------------------------------


<PAGE>
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                         <C>                     <C>   
Common Stock, $0.001 par value

Upon exercise of options and stock        2,704,730(1)       $6.69(2)                    $18,094,644(2)          $5,338
purchase rights under the 1996 Equity                                                                      
Incentive Plan                            1,295,270(3)       $5.56(4)                     $7,201,702(4)          $2,125
                                                                                                           
Upon exercise of options and stock          600,000(1)       $6.69(2)                     $4,014,000(2)          $1,185
purchase rights under the 1996                                                                             
Employee Stock Purchase Plan                                                                               
                                                                                                           
                                                                                                          Total  $8,648

====================================================================================================================================
<FN>
  (1) Additional  shares  available  for grant and not yet subject to  outstanding  options as of June 1, 1998 under the  respective
      Plans.
  (2) Estimated as of June 3, 1998 pursuant to Rule 457(c) solely for the purpose of calculating the registration fee.
  (3) Shares that may become  issuable upon exercise of options  granted under the 1996 Equity  Incentive Plan and outstanding as of
      June 1, 1998.
  (4) Estimated  pursuant to Rule 457(h)  solely for the purpose of  calculating  the  registration  fee and based upon the weighted
      average exercise price for such outstanding options.
</FN>
</TABLE>


<PAGE>

                              PRISM SOLUTIONS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended  December 31, 1997 filed on February 4, 1998 and as
                  amended on February 20, 1998, pursuant to Section 13(a) of the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act"),  which contains  audited  financial  statements for the
                  Registrant's fiscal year ended December 31, 1997.

         (b)      The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter  ended March 31, 1998 filed on May 15, 1998,  pursuant
                  to Section 13(a) of the Exchange Act.

         (c)      The Company's  Current Report on Form 8-K reporting  events on
                  January 30, 1998 as filed on February  12, 1998 and amended on
                  April 1, 1998.

         (d)      The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration  Statement on Form 8-A filed on
                  February 12, 1996 with the  Commission  under Section 12(g) of
                  the Exchange Act,  including any amendment or report filed for
                  the purpose of updating such description.

         All documents subsequently filed by the Registrant 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  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         As permitted by Section 145 of the Delaware  General  Corporation  Law,
the  Registrant's   Certificate  of  Incorporation  includes  a  provision  that
eliminates  the personal  liability of its  directors to the  Registrant  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve  intentional  misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General  Corporation Law or (iv) for any transaction
from which the director derived an improper  personal benefit.  In addition,  as
permitted by Section 145 of the 



<PAGE>

Delaware General Corporation Law, the Bylaws of the Registrant provide that: (i)
the Registrant is required to indemnify its directors and executive  officers to
the fullest extent permitted by the Delaware  General  Corporation Law; (ii) the
Registrant  may, in its  discretion,  indemnify  other  officers,  employees and
agents as set forth in the Delaware General  Corporation Law; (iii) upon receipt
of an undertaking to repay such advances if  indemnification is determined to be
unavailable, the Registrant is required to advance expenses, as incurred, to its
directors and executive officers to the fullest extent permitted by the Delaware
General   Corporation  Law  in  connection  with  a  proceeding   (except  if  a
determination  is  reasonably  and promptly  made by the Board of Directors by a
majority  vote of a quorum  consisting  of directors who were not parties to the
proceeding  or, in certain  circumstances,  by  independent  legal  counsel in a
written opinion that the facts known to the  decision-making  party  demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interests of the
corporation);  (iv) the rights conferred in the Bylaws are not exclusive and the
Registrant  is  authorized  to enter into  indemnification  agreements  with its
directors,  officers  and  employees  and  agents;  (v) the  Registrant  may not
retroactively amend the Bylaw provisions relating to indemnity;  and (vi) to the
fullest extent permitted by the Delaware General  Corporation Law, a director or
executive  officer will be deemed to have 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
Registrant,  and, with respect to any criminal action or proceeding, to have had
no reasonable  cause to believe that his or her conduct was unlawful,  if his or
her action is based on the records or books of account of the  Registrant  or on
information  supplied to him or her by officers of the  Registrant in the course
of their  duties or on the  advice of legal  counsel  for the  Registrant  or on
information  or records given or reports made to the  Registrant by  independent
certified public accountants or appraisers or other experts.

         The Registrant has entered into indemnity  agreements  with each of its
directors  and  executive  officers.   The  indemnity  agreements  provide  that
directors and executive  officers will be  indemnified  and held harmless to the
fullest  possible  extent  permitted  by  law  including  against  all  expenses
(including  attorneys' fees),  judgments,  fines and settlement  amounts paid or
reasonably  incurred by them in any action,  suit or  proceeding,  including any
derivative  action by or in the right of the  Registrant,  on  account  of their
services as  directors,  officers,  employees or agents of the  Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are  serving  in such  capacities  at the  request of the  Registrant.  The
Registrant  will not be  obligated  pursuant to the  agreements  to indemnify or
advance  expenses to an indemnified  party with respect to proceedings or claims
(i) initiated by the  indemnified  party and not by way of defense,  except with
respect to a  proceeding  authorized  by the Board of Directors  and  successful
proceedings  brought to enforce a right to  indemnification  under the indemnity
agreements,  (ii) for any amounts paid in settlement of a proceeding  unless the
Registrant  consents to such  settlement;  (iii) on account of any suit in which
judgment is rendered against the indemnified  party for an accounting of profits
made from the purchase or sale by the  indemnified  party of  securities  of the
Registrant  pursuant to the  provisions of 16(b) of the Exchange Act and related
laws;  (iv) on  account  of  conduct  by an  indemnified  party  that is finally
adjudged to have been in bad faith or conduct that the indemnified party did not
reasonably  believe  to be in, or not  opposed  to,  the best  interests  of the
Registrant;  (v) on account of any criminal action or proceeding  arising out of
conduct that the indemnified party had reasonable cause to believe was unlawful;
or (vi) if a final decision by a court having  jurisdiction  in the matter shall
determine that such indemnification is not lawful.

         The  indemnity  agreement  requires a director or executive  officer to
reimburse  the  Registrant  for  expenses  advanced  only  to the  extent  it is
ultimately  determined  that the director or executive  officer is not entitled,
under Delaware law, the Bylaws,  his or her indemnity  agreement or otherwise to
be indemnified for such expenses.  The indemnity  agreement  provides that it is
not  exclusive of any rights a director or executive  officer may have under the
Certificate of Incorporation, Bylaws, other agreements, 

                                       4

<PAGE>

any  majority-in-interest  vote of the  stockholders  or  vote of  disinterested
directors, the Delaware law, or otherwise.

         The  indemnification   provision  in  the  Bylaws,  and  the  indemnity
agreements  entered into between the  Registrant and its directors and executive
officers,   may  be  sufficiently   broad  to  permit   indemnification  of  the
Registrant's  directors and executive officers for liabilities arising under the
Securities Act of 1933, as amended (the "Securities  Act"). As authorized by the
Registrant's Bylaws, the Registrant,  with approval by the Registrant's Board of
Directors, maintains directors and officers liability insurance with a per claim
and annual aggregate coverage limit of up to $10,000,000.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

               4.01      Prism  Solutions,  Inc. 1996 Equity  Incentive Plan, as
                         amended.

               4.02      Prism  Solutions,  Inc.  1996 Employee  Stock  Purchase
                         Plan, as amended.

               4.03      Registrant's  Certificate of  Incorporation  filed with
                         the  Secretary  of  State of  Delaware  on  January  3,
                         1996.(1)

               4.04      Registrant's Certificate of Amendment of Certificate of
                         Incorporation  filed  with  the  Secretary  of State of
                         Delaware on January 22, 1996.(2)

               4.05      Registrant's  Certificate  of  Designation of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         January 22, 1996.(3)

               4.06      Registrant's  Certificate  of  Retirement  of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         March 20, 1996.(4)

               4.07      Registrant's Bylaws, as amended.(5)

               4.08      Form of specimen  certificate for  Registrant's  Common
                         Stock.(6)

               5.01      Opinion of Fenwick & West LLP.

               23.01     Consent  of  Fenwick & West LLP  (included  in  Exhibit
                         5.01).

               23.02     Consent  of  Coopers  &  Lybrand  L.L.P.,   Independent
                         Accountants.

               24.01     Power of Attorney (see page 8).

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

   (1)  Incorporated  herein by reference  to Exhibit  3.01 to the  Registrant's
        Registration  Statement  on Form SB-2  (File No.  333-1180-LA)  filed on
        February 8, 1996, as subsequently amended (the "Form SB-2").

                                       5
<PAGE>

   (2)  Incorporated herein by reference to Exhibit 3.02 to the Form SB-2.

   (3)  Incorporated herein by reference to Exhibit 3.03 to the Form SB-2.

   (4)  Incorporated herein by reference to Exhibit 3.04 to the Form SB-2.

   (5)  Incorporated herein by reference to Exhibit 3.05 to the Form SB-2.

   (6)  Incorporated herein by reference to Exhibit 4.01 to the Form SB-2.

Item 9.  Undertakings.

         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 the  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. Notwithstanding the foregoing, any increase or decrease in the 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 and high end 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;

                  (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 (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 the Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         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 the Registration  


                                       6
<PAGE>

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.

         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 provisions  discussed in Item 6 hereof, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       7
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Sunnyvale,  State of  California,  on the 5th day of
June, 1998.

                                            PRISM SOLUTIONS, INC.

                                            By: /s/ Earl C. Charles
                                                --------------------------------
                                                Earl C. Charles
                                                Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Warren M. Weiss and Earl C. Charles,  and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of  substitution,  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  on Form  S-8,  and to file the  same  with all
exhibits thereto and all 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 and about the premises,  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 his or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

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

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

Principal Executive Officer
and Director:

<S>                                         <C>                                                <C>    
/s/ Warren M. Weiss                         President, Chief Executive Officer                 June 5, 1998
------------------------------------        and a Director
Warren M. Weiss                             

Principal Financial Officer:

/s/ Earl C. Charles                         Chief Financial Officer                            June 5, 1998
------------------------------------
Earl C. Charles

Principal Accounting Officer:

/s/ Robert Tuvell                           Chief Accounting Officer and Controller            June 5, 1998
------------------------------------        
Robert Tuvell                               

Additional Directors:

/s/ James W. Ashbrook                       Chairman of the Board and a Director               June 5, 1998
------------------------------------
James W. Ashbrook

/s/ Thuan D. Phan                           Vice President, Vertical Strategic Business        June 5, 1998
------------------------------------        Unit of the Company and a Director
Thuan D. Phan                               

/s/ Kevin A. Fong                           Director                                           June 5, 1998
------------------------------------
Kevin A. Fong


                                                            8

<PAGE>


/s/ Promod Haque                            Director                                           June 5, 1998
------------------------------------
Promod Haque

/s/ E. Floyd Kvamme                         Director                                           June 5, 1998
------------------------------------
E. Floyd Kvamme

/s/ Nancy J. Schoendorf                     Director                                           June 5, 1998
------------------------------------
Nancy J. Schoendorf

/s/ Norris van den Berg                     Director                                           June 5, 1998
------------------------------------
Norris van den Berg

</TABLE>

                                                     9
<PAGE>




                                  Exhibit Index



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

               4.01      Prism  Solutions,  Inc. 1996 Equity  Incentive Plan, as
                         amended.

               4.02      Prism  Solutions,  Inc.  1996 Employee  Stock  Purchase
                         Plan, as amended.

               4.03      Registrant's  Certificate of  Incorporation  filed with
                         the  Secretary  of  State of  Delaware  on  January  3,
                         1996.(1)

               4.04      Registrant's Certificate of Amendment of Certificate of
                         Incorporation  filed  with  the  Secretary  of State of
                         Delaware on January 22, 1996.(2)

               4.05      Registrant's  Certificate  of  Designation of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         January 22, 1996.(3)

               4.06      Registrant's  Certificate  of  Retirement  of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         March 20, 1996.(4)

               4.07      Registrant's Bylaws, as amended.(5)

               4.08      Form of specimen  certificate for  Registrant's  Common
                         Stock.(6)

               5.01      Opinion of Fenwick & West LLP.

               23.01     Consent  of  Fenwick & West LLP  (included  in  Exhibit
                         5.01).

               23.02     Consent  of  Coopers  &  Lybrand  L.L.P.,   Independent
                         Accountants.

               24.01     Power of Attorney (see page 7).

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

   (1)  Incorporated  herein by reference  to Exhibit  3.01 to the  Registrant's
        Registration  Statement  on Form SB-2  (File No.  333-1180-LA)  filed on
        February 8, 1996, as subsequently amended (the "Form SB-2").

   (2)  Incorporated herein by reference to Exhibit 3.02 to the Form SB-2.

   (3)  Incorporated herein by reference to Exhibit 3.03 to the Form SB-2.

   (4)  Incorporated herein by reference to Exhibit 3.04 to the Form SB-2.

   (5)  Incorporated herein by reference to Exhibit 3.05 to the Form SB-2.

   (6)  Incorporated herein by reference to Exhibit 4.01 to the Form SB-2.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27408}]
{"company-data": {"conformed-name": "PRISM SOLUTIONS INC", "cik": "0001008129", "assigned-sic": "7372", "irs-number": "770282704", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56271", "film-number": "98643759"}, "business-address": {"street1": "1000 HAMLIN CT", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087521888"}, "mail-address": {"street1": "1000 HAMLIN COURT", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
As filed with the Securities and Exchange Commission on June __, 1998

                                                      Registration No. 333-_____

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

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                              PRISM SOLUTIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                     77-0282704
    (State of Incorporation)                          (I.R.S. Employer
                                                     Identification No.)

                                1000 Hamlin Court
                           Sunnyvale, California 94089
                    (Address of Principal Executive Offices)

                           1996 Equity Incentive Plan
                        1996 Employee Stock Purchase Plan
                            (Full Title of the Plans)

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

                                 Earl C. Charles
                             Chief Financial Officer
                              Prism Solutions, Inc.
                                1000 Hamlin Court
                           Sunnyvale, California 94089
                                 (408) 752-1888
            (Name, Address and Telephone Number of Agent for Service)

                              -------------------
                                   Copies to:

                            Robert A. Freedman, Esq.
                             James M. Hackett, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

                                                   CALCULATION OF REGISTRATION FEE

====================================================================================================================================
Title of Securities             Amount to be       Proposed Maximum          Proposed Maximum           Amount of
           to be Registered                Registered    Offering Price Per Share  Aggregate Offering Price   Registration Fee
                                         -------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value

Upon exercise of options and stock        2,704,730(1)       $6.69(2)                    $18,094,644(2)          $5,338
purchase rights under the 1996 Equity                                                                      
Incentive Plan                            1,295,270(3)       $5.56(4)                     $7,201,702(4)          $2,125
                                                                                                           
Upon exercise of options and stock          600,000(1)       $6.69(2)                     $4,014,000(2)          $1,185
purchase rights under the 1996                                                                             
Employee Stock Purchase Plan                                                                               
                                                                                                           
                                                                                                          Total  $8,648

====================================================================================================================================
(1) Additional  shares  available  for grant and not yet subject to  outstanding  options as of June 1, 1998 under the  respective
      Plans.
  (2) Estimated as of June 3, 1998 pursuant to Rule 457(c) solely for the purpose of calculating the registration fee.
  (3) Shares that may become  issuable upon exercise of options  granted under the 1996 Equity  Incentive Plan and outstanding as of
      June 1, 1998.
  (4) Estimated  pursuant to Rule 457(h)  solely for the purpose of  calculating  the  registration  fee and based upon the weighted
      average exercise price for such outstanding options.
PRISM SOLUTIONS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended  December 31, 1997 filed on February 4, 1998 and as
                  amended on February 20, 1998, pursuant to Section 13(a) of the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act"),  which contains  audited  financial  statements for the
                  Registrant's fiscal year ended December 31, 1997.

         (b)      The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter  ended March 31, 1998 filed on May 15, 1998,  pursuant
                  to Section 13(a) of the Exchange Act.

         (c)      The Company's  Current Report on Form 8-K reporting  events on
                  January 30, 1998 as filed on February  12, 1998 and amended on
                  April 1, 1998.

         (d)      The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration  Statement on Form 8-A filed on
                  February 12, 1996 with the  Commission  under Section 12(g) of
                  the Exchange Act,  including any amendment or report filed for
                  the purpose of updating such description.

         All documents subsequently filed by the Registrant 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  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         As permitted by Section 145 of the Delaware  General  Corporation  Law,
the  Registrant's   Certificate  of  Incorporation  includes  a  provision  that
eliminates  the personal  liability of its  directors to the  Registrant  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve  intentional  misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General  Corporation Law or (iv) for any transaction
from which the director derived an improper  personal benefit.  In addition,  as
permitted by Section 145 of the
Delaware General Corporation Law, the Bylaws of the Registrant provide that: (i)
the Registrant is required to indemnify its directors and executive  officers to
the fullest extent permitted by the Delaware  General  Corporation Law; (ii) the
Registrant  may, in its  discretion,  indemnify  other  officers,  employees and
agents as set forth in the Delaware General  Corporation Law; (iii) upon receipt
of an undertaking to repay such advances if  indemnification is determined to be
unavailable, the Registrant is required to advance expenses, as incurred, to its
directors and executive officers to the fullest extent permitted by the Delaware
General   Corporation  Law  in  connection  with  a  proceeding   (except  if  a
determination  is  reasonably  and promptly  made by the Board of Directors by a
majority  vote of a quorum  consisting  of directors who were not parties to the
proceeding  or, in certain  circumstances,  by  independent  legal  counsel in a
written opinion that the facts known to the  decision-making  party  demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interests of the
corporation);  (iv) the rights conferred in the Bylaws are not exclusive and the
Registrant  is  authorized  to enter into  indemnification  agreements  with its
directors,  officers  and  employees  and  agents;  (v) the  Registrant  may not
retroactively amend the Bylaw provisions relating to indemnity;  and (vi) to the
fullest extent permitted by the Delaware General  Corporation Law, a director or
executive  officer will be deemed to have 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
Registrant,  and, with respect to any criminal action or proceeding, to have had
no reasonable  cause to believe that his or her conduct was unlawful,  if his or
her action is based on the records or books of account of the  Registrant  or on
information  supplied to him or her by officers of the  Registrant in the course
of their  duties or on the  advice of legal  counsel  for the  Registrant  or on
information  or records given or reports made to the  Registrant by  independent
certified public accountants or appraisers or other experts.

         The Registrant has entered into indemnity  agreements  with each of its
directors  and  executive  officers.   The  indemnity  agreements  provide  that
directors and executive  officers will be  indemnified  and held harmless to the
fullest  possible  extent  permitted  by  law  including  against  all  expenses
(including  attorneys' fees),  judgments,  fines and settlement  amounts paid or
reasonably  incurred by them in any action,  suit or  proceeding,  including any
derivative  action by or in the right of the  Registrant,  on  account  of their
services as  directors,  officers,  employees or agents of the  Registrant or as
directors, officers, employees or agents of any other company or enterprise when
they are  serving  in such  capacities  at the  request of the  Registrant.  The
Registrant  will not be  obligated  pursuant to the  agreements  to indemnify or
advance  expenses to an indemnified  party with respect to proceedings or claims
(i) initiated by the  indemnified  party and not by way of defense,  except with
respect to a  proceeding  authorized  by the Board of Directors  and  successful
proceedings  brought to enforce a right to  indemnification  under the indemnity
agreements,  (ii) for any amounts paid in settlement of a proceeding  unless the
Registrant  consents to such  settlement;  (iii) on account of any suit in which
judgment is rendered against the indemnified  party for an accounting of profits
made from the purchase or sale by the  indemnified  party of  securities  of the
Registrant  pursuant to the  provisions of 16(b) of the Exchange Act and related
laws;  (iv) on  account  of  conduct  by an  indemnified  party  that is finally
adjudged to have been in bad faith or conduct that the indemnified party did not
reasonably  believe  to be in, or not  opposed  to,  the best  interests  of the
Registrant;  (v) on account of any criminal action or proceeding  arising out of
conduct that the indemnified party had reasonable cause to believe was unlawful;
or (vi) if a final decision by a court having  jurisdiction  in the matter shall
determine that such indemnification is not lawful.

         The  indemnity  agreement  requires a director or executive  officer to
reimburse  the  Registrant  for  expenses  advanced  only  to the  extent  it is
ultimately  determined  that the director or executive  officer is not entitled,
under Delaware law, the Bylaws,  his or her indemnity  agreement or otherwise to
be indemnified for such expenses.  The indemnity  agreement  provides that it is
not  exclusive of any rights a director or executive  officer may have under the
Certificate of Incorporation, Bylaws, other agreements, 

                                       4
any  majority-in-interest  vote of the  stockholders  or  vote of  disinterested
directors, the Delaware law, or otherwise.

         The  indemnification   provision  in  the  Bylaws,  and  the  indemnity
agreements  entered into between the  Registrant and its directors and executive
officers,   may  be  sufficiently   broad  to  permit   indemnification  of  the
Registrant's  directors and executive officers for liabilities arising under the
Securities Act of 1933, as amended (the "Securities  Act"). As authorized by the
Registrant's Bylaws, the Registrant,  with approval by the Registrant's Board of
Directors, maintains directors and officers liability insurance with a per claim
and annual aggregate coverage limit of up to $10,000,000.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

               4.01      Prism  Solutions,  Inc. 1996 Equity  Incentive Plan, as
                         amended.

               4.02      Prism  Solutions,  Inc.  1996 Employee  Stock  Purchase
                         Plan, as amended.

               4.03      Registrant's  Certificate of  Incorporation  filed with
                         the  Secretary  of  State of  Delaware  on  January  3,
                         1996.(1)

               4.04      Registrant's Certificate of Amendment of Certificate of
                         Incorporation  filed  with  the  Secretary  of State of
                         Delaware on January 22, 1996.(2)

               4.05      Registrant's  Certificate  of  Designation of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         January 22, 1996.(3)

               4.06      Registrant's  Certificate  of  Retirement  of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         March 20, 1996.(4)

               4.07      Registrant's Bylaws, as amended.(5)

               4.08      Form of specimen  certificate for  Registrant's  Common
                         Stock.(6)

               5.01      Opinion of Fenwick & West LLP.

               23.01     Consent  of  Fenwick & West LLP  (included  in  Exhibit
                         5.01).

               23.02     Consent  of  Coopers  &  Lybrand  L.L.P.,   Independent
                         Accountants.

               24.01     Power of Attorney (see page 8).

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

   (1)  Incorporated  herein by reference  to Exhibit  3.01 to the  Registrant's
        Registration  Statement  on Form SB-2  (File No.  333-1180-LA)  filed on
        February 8, 1996, as subsequently amended (the "Form SB-2").

                                       5
(2)  Incorporated herein by reference to Exhibit 3.02 to the Form SB-2.

   (3)  Incorporated herein by reference to Exhibit 3.03 to the Form SB-2.

   (4)  Incorporated herein by reference to Exhibit 3.04 to the Form SB-2.

   (5)  Incorporated herein by reference to Exhibit 3.05 to the Form SB-2.

   (6)  Incorporated herein by reference to Exhibit 4.01 to the Form SB-2.

Item 9.  Undertakings.

         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 the  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. Notwithstanding the foregoing, any increase or decrease in the 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 and high end 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;

                  (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 (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 the Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         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 the Registration  

                                       6
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.

         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 provisions  discussed in Item 6 hereof, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       7
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Sunnyvale,  State of  California,  on the 5th day of
June, 1998.

                                            PRISM SOLUTIONS, INC.

                                            By: /s/ Earl C. Charles
                                                --------------------------------
                                                Earl C. Charles
                                                Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Warren M. Weiss and Earl C. Charles,  and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of  substitution,  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  on Form  S-8,  and to file the  same  with all
exhibits thereto and all 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 and about the premises,  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 his or
their  substitute or substitutes,  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 and on the
dates indicated.
Signature                                        Title                                   Date
------------------------------------        ----------------------------------                --------------

Principal Executive Officer
and Director:
/s/ Warren M. Weiss                         President, Chief Executive Officer                 June 5, 1998
------------------------------------        and a Director
Warren M. Weiss                             

Principal Financial Officer:

/s/ Earl C. Charles                         Chief Financial Officer                            June 5, 1998
------------------------------------
Earl C. Charles

Principal Accounting Officer:

/s/ Robert Tuvell                           Chief Accounting Officer and Controller            June 5, 1998
------------------------------------        
Robert Tuvell                               

Additional Directors:

/s/ James W. Ashbrook                       Chairman of the Board and a Director               June 5, 1998
------------------------------------
James W. Ashbrook

/s/ Thuan D. Phan                           Vice President, Vertical Strategic Business        June 5, 1998
------------------------------------        Unit of the Company and a Director
Thuan D. Phan                               

/s/ Kevin A. Fong                           Director                                           June 5, 1998
------------------------------------
Kevin A. Fong

                                                            8
/s/ Promod Haque                            Director                                           June 5, 1998
------------------------------------
Promod Haque

/s/ E. Floyd Kvamme                         Director                                           June 5, 1998
------------------------------------
E. Floyd Kvamme

/s/ Nancy J. Schoendorf                     Director                                           June 5, 1998
------------------------------------
Nancy J. Schoendorf

/s/ Norris van den Berg                     Director                                           June 5, 1998
------------------------------------
Norris van den Berg
9
Exhibit Index

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

               4.01      Prism  Solutions,  Inc. 1996 Equity  Incentive Plan, as
                         amended.

               4.02      Prism  Solutions,  Inc.  1996 Employee  Stock  Purchase
                         Plan, as amended.

               4.03      Registrant's  Certificate of  Incorporation  filed with
                         the  Secretary  of  State of  Delaware  on  January  3,
                         1996.(1)

               4.04      Registrant's Certificate of Amendment of Certificate of
                         Incorporation  filed  with  the  Secretary  of State of
                         Delaware on January 22, 1996.(2)

               4.05      Registrant's  Certificate  of  Designation of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         January 22, 1996.(3)

               4.06      Registrant's  Certificate  of  Retirement  of Preferred
                         Stock filed with the  Secretary of State of Delaware on
                         March 20, 1996.(4)

               4.07      Registrant's Bylaws, as amended.(5)

               4.08      Form of specimen  certificate for  Registrant's  Common
                         Stock.(6)

               5.01      Opinion of Fenwick & West LLP.

               23.01     Consent  of  Fenwick & West LLP  (included  in  Exhibit
                         5.01).

               23.02     Consent  of  Coopers  &  Lybrand  L.L.P.,   Independent
                         Accountants.

               24.01     Power of Attorney (see page 7).

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

   (1)  Incorporated  herein by reference  to Exhibit  3.01 to the  Registrant's
        Registration  Statement  on Form SB-2  (File No.  333-1180-LA)  filed on
        February 8, 1996, as subsequently amended (the "Form SB-2").

   (2)  Incorporated herein by reference to Exhibit 3.02 to the Form SB-2.

   (3)  Incorporated herein by reference to Exhibit 3.03 to the Form SB-2.

   (4)  Incorporated herein by reference to Exhibit 3.04 to the Form SB-2.

   (5)  Incorporated herein by reference to Exhibit 3.05 to the Form SB-2.

   (6)  Incorporated herein by reference to Exhibit 4.01 to the Form SB-2.