As filed with the Securities and Exchange Commission
                    on March ___, 1996 Registration No. 333-

                       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, California 94538
                                 (510) 440-9600
          (Address and telephone number of principal executive offices)




                 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plans)

                                 Henry C. Harris
            Vice President, Finance and Administration and Secretary
                                Zitel Corporation
                              47211 Bayside Parkway
                            Fremont, California 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
                                 (415) 843-5000



                                                      Total Number of Pages: 10
                                                       Exhibit Index at Page: 8
<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)
                                    100,000                $11.75 - $12.8125              $1,260,812.62                $434.76
===================================================================================================================================
<FN>

(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant  to Rule  457(c) and (h)(1)  based upon (i)
         $11.75 - $12.4375,  the exercise  prices of 27,000 options  outstanding
         under  the 1995  Non-Employee  Directors'  Stock  Option  Plan and (ii)
         12.8125, the average of the bid and asked prices of Registrant's Common
         Stock on March 25,  1996 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 OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Zitel Corporation (the "Company") with
the Securities and Exchange  Commission are  incorporated by reference into this
Registration Statement:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act").

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under the California Corporations Code, the Company's Restated Articles
of  Incorporation,  the  Company's  Bylaws and under  indemnification  contracts
between the Company and certain  officers and  directors,  the Company has broad
powers to indemnify  directors and officers against  liabilities  which they may
incur in such capacities,  including liability arising under the Securities Act.
The Company has obtained  insurance to indemnify its directors and officers from
certain  liabilities,  including liability arising under the Securities Act. The
Underwriting  Agreement  under  which  shares of Common  Stock  were sold in the
Company's   initial  public  offering   provide  for   indemnification   by  the
underwriters  of the  Company,  its  directors,  and its  officers  for  certain
liabilities arising under the Securities Act or otherwise.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers, or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.

<PAGE>

                                    EXHIBITS

EXHIBIT
NUMBER

 5.1              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 5.1 to this Registration Statement.

24                Power of Attorney is contained on the signature pages.


                                  UNDERTAKINGS

         1.       The undersigned registrant hereby undertakes:

                  (A) 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 volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission  pursuant to Rule 424(b) (ss. 230.424(b) of
this chapter) if, in the aggregate, the changes in volume and price represent no
more than a 20% 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 (a)(i) and (a)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed by the issuer  pursuant to section 13 or
section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

                  (B) 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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (C) 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.

         2. 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  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>

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




<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 March 26, 1996.


                                          ZITEL COPORATION



                                          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.



<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     March 26, 1996
------------------------  and Director (Principal Executive     
     Jack H. King         Officer)                              
                                                                        

/s/  Henry C. Harris      Vice President, Finance and            March 26, 1996
------------------------  Administration and Secretary
     Henry C. Harris      (Principal Financial and    
                          Accounting Officer)         

                             
/s/ William R. Lonergan   Director                               March 26, 1996
------------------------
    William R. Lonergan


/s/Catherine P. Goodrich  Director                               March 26, 1996
------------------------
   Catherine P. Goodrich


/s/ William M. Regitz     Director                               March 26, 1996
------------------------
    William M. Regitz


/s/  Robert H. Welch      Director                               March 26, 1996
------------------------
     Robert H. Welch

<PAGE>
<TABLE>

                                  EXHIBIT INDEX
<CAPTION>

EXHIBIT
NUMBER                     DESCRIPTION                                                       SEQUENTIAL PAGE NUMBER

<S>         <C>                                                                                        <C>
 5.1        Opinion of Cooley Godward Castro Huddleson & Tatum.                                         9

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

23.2        Consent of Cooley Godward Castro Huddleson & Tatum is contained in                          9
            Exhibit 5.1 to this Registration Statement.

24          Power of Attorney is contained on the signature pages.                                      6

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15815}]
{"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": "333-01987", "film-number": "96539135"}, "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 March ___, 1996 Registration No. 333-

                       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, California 94538
                                 (510) 440-9600
          (Address and telephone number of principal executive offices)

                 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plans)

                                 Henry C. Harris
            Vice President, Finance and Administration and Secretary
                                Zitel Corporation
                              47211 Bayside Parkway
                            Fremont, California 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
                                 (415) 843-5000

                                                      Total Number of Pages: 10
                                                       Exhibit Index at Page: 8
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)
                                    100,000                $11.75 - $12.8125              $1,260,812.62                $434.76
===================================================================================================================================
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant  to Rule  457(c) and (h)(1)  based upon (i)
         $11.75 - $12.4375,  the exercise  prices of 27,000 options  outstanding
         under  the 1995  Non-Employee  Directors'  Stock  Option  Plan and (ii)
         12.8125, the average of the bid and asked prices of Registrant's Common
         Stock on March 25,  1996 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 OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Zitel Corporation (the "Company") with
the Securities and Exchange  Commission are  incorporated by reference into this
Registration Statement:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act").

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under the California Corporations Code, the Company's Restated Articles
of  Incorporation,  the  Company's  Bylaws and under  indemnification  contracts
between the Company and certain  officers and  directors,  the Company has broad
powers to indemnify  directors and officers against  liabilities  which they may
incur in such capacities,  including liability arising under the Securities Act.
The Company has obtained  insurance to indemnify its directors and officers from
certain  liabilities,  including liability arising under the Securities Act. The
Underwriting  Agreement  under  which  shares of Common  Stock  were sold in the
Company's   initial  public  offering   provide  for   indemnification   by  the
underwriters  of the  Company,  its  directors,  and its  officers  for  certain
liabilities arising under the Securities Act or otherwise.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers, or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.
EXHIBITS

EXHIBIT
NUMBER

 5.1              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 5.1 to this Registration Statement.

24                Power of Attorney is contained on the signature pages.

                                  UNDERTAKINGS

         1.       The undersigned registrant hereby undertakes:

                  (A) 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 volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission  pursuant to Rule 424(b) (ss. 230.424(b) of
this chapter) if, in the aggregate, the changes in volume and price represent no
more than a 20% 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 (a)(i) and (a)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed by the issuer  pursuant to section 13 or
section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

                  (B) 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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (C) 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.

         2. 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  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.
3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         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 March 26, 1996.

                                          ZITEL COPORATION

                                          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.
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     March 26, 1996
------------------------  and Director (Principal Executive     
     Jack H. King         Officer)                              
                                                                        

/s/  Henry C. Harris      Vice President, Finance and            March 26, 1996
------------------------  Administration and Secretary
     Henry C. Harris      (Principal Financial and    
                          Accounting Officer)         

                             
/s/ William R. Lonergan   Director                               March 26, 1996
------------------------
    William R. Lonergan

/s/Catherine P. Goodrich  Director                               March 26, 1996
------------------------
   Catherine P. Goodrich

/s/ William M. Regitz     Director                               March 26, 1996
------------------------
    William M. Regitz

/s/  Robert H. Welch      Director                               March 26, 1996
------------------------
     Robert H. Welch
EXHIBIT INDEX
EXHIBIT
NUMBER                     DESCRIPTION                                                       SEQUENTIAL PAGE NUMBER
5.1        Opinion of Cooley Godward Castro Huddleson & Tatum.                                         9

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

23.2        Consent of Cooley Godward Castro Huddleson & Tatum is contained in                          9
            Exhibit 5.1 to this Registration Statement.

24          Power of Attorney is contained on the signature pages.                                      6