As filed with the Securities and Exchange Commission on April 28, 1997
                                                     Registration No. __________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  CLARIFY INC.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                            77-0259235
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                                2125 O'Nel Drive
                           San Jose, California 95131
               (Address of principal executive offices) (Zip Code)
                                 ---------------

                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)
                                 ---------------

                                 David A. Stamm
                      President and Chief Executive Officer
                      2125 O'Nel Drive, San Jose, CA 95131
                     (Name and address of agent for service)
                                 (408) 573-3000
          (Telephone number, including area code, of agent for service)
                                 ---------------

<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
                                                                 Proposed Maximum   Proposed Maximum
         Title of Each Class of                Amount to          Offering Price         Aggregate              Amount of
      Securities to be Registered           be Registered (1)     Per Share (2)       Offering Price (2)      Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                         <C>                 <C>                     <C>
1995 Stock Option/Stock Issuance Plan:

Options to purchase Common Stock              1,158,475               N/A                  N/A                     N/A

Common Stock, $0.0001 par value            1,158,475 shares            $7.0313             $8,145,585.27           $2,468.36

Employee Stock Purchase Plan:

Common Stock, $0.0001 par value              820,000 shares            $7.0313             $5,765,666              $1,747.17
====================================================================================================================================

<FN>
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable  under the Clarify Inc.  1995 Stock
         Option/Stock  Issuance Plan and Employee  Stock Purchase Plan by reason
         of any stock dividend,  stock split,  recapitalization or other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the outstanding  shares of Common Stock
         of Clarify Inc.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the high and low  selling  prices per share of Common  Stock of Clarify
         Inc. as reported on the Nasdaq National Market on April 21, 1997.
</FN>
</TABLE>

<PAGE>

                                     PART II

               Information Required in the Registration Statement


Item 3.  Incorporation of Documents by Reference

         Clarify Inc. (the "Registrant")  hereby  incorporates by reference into
this Registration  Statement the following  documents  previously filed with the
Securities and Exchange Commission ("SEC"):

         (a)   The  Registrant's  report on Form 10-K for the fiscal  year ended
               December 31, 1996;

         (b)   The Registrant's  Registration Statement No. 00-26776 on Form 8-A
               filed with the SEC on  September  15,  1995,  pursuant to Section
               12(b) of the Securities Exchange Act of 1934 (the "1934 Act"), in
               which  there  is  described  the  terms,  rights  and  provisions
               applicable to the Registrant's outstanding Common Stock.

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation Law authorizes a court
to award or a  corporation's  Board of  Directors  to grant  indemnification  to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred)  arising under the Securities Act of 1933
(the "1933 Act"),  Article VII, Section 6, of the  Registrant's  Bylaws provides
for mandatory  indemnification  of its  directors  and officers and  permissible
indemnification of employees and other agents to the maximum extent permitted by
the  Delaware  General   Corporation   Law.  The  Registrant's   Certificate  of
Incorporation  provides that,  pursuant to Delaware law, its directors shall not
be liable for monetary  damages for breach of the  directors'  fiduciary duty as
directors  to  the  Registrant  and  its  stockholders.  This  provision  in the
Certificate of Incorporation  does not eliminate the directors'  fiduciary duty,
and in appropriate  circumstances equitable remedies such as injunctive of other
forms on  non-monetary  relief  will remain  available  under  Delaware  law. In
addition,  each  director will continue to be subject to liability for breach of
the  director's  duty of loyalty to the  Registrant for acts or omissions not in
good faith or involving intentional  misconduct,  for knowing violations of law,
for  actions  leading to  improper  personal  benefit of the  director,  and for
payment of dividends or approval of stock  repurchases or  redemptions  that are
unlawful under Delaware law.


<PAGE>


Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

Exhibit Number    Exhibit
--------------    -------
  4               Instrument Defining Rights of Stockholders.  Reference is made
                  to  Registrant's  Registration  Statement No. 00-26776 on Form
                  8-A,  which is  incorporated  herein by reference  pursuant to
                  Item  3(b) of  this  Registration  Statement.

  5               Opinion and consent of  Gunderson  Dettmer  Stough  Villeneuve
                  Franklin & Hachigian, LLP.

  23.1            Consent of Coopers & Lybrand LLP - Independent Accountants.

  23.2            Consent of  Gunderson  Dettmer  Stough  Villeneuve  Franklin &
                  Hachigian,  LLP  is  contained  in  Exhibit  5.  

  24              Power  of  Attorney.  Reference  is made to page  II-3 of this
                  Registration Statement.

  99.1            Employee Stock Purchase Plan.

Undertakings

         A. The undersigned  Registrant hereby  undertakes:  (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the  prospectus any facts or events
arising after the  effective  date of this  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in this
Registration  Statement  and (iii) to  include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 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 and (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 Registrant's 1995
Stock Option/Stock Issuance and/or the Employee Stock Purchase Plan.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as  indemnification  for liabilities  arising under the 1933
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been  advised  that,  in the  opinion of the SEC,  such  indemnification  is
against  public  policy  as  expressed  in the  1933  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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-2

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8,  and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of San Jose, State of California, on this 25th day
of April, 1997.

                                          Clarify Inc.


                                          By: /s/ David A Stamm
                                             -----------------------------------
                                              David A. Stamm
                                              President, Chief Executive Officer
                                              and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Clarify Inc., a Delaware
corporation,  do hereby  constitute and appoint David A. Stamm and Ray M. Fritz,
and each of them,  the lawful  attorneys-in-fact  and agents with full power and
authority  to do any  and  all  acts  and  things  and to  execute  any  and all
instruments  which said  attorneys  and agents  determine  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933, as amended,  and any rules or  regulations or  requirements  of the
Securities  and  Exchange   Commission  in  connection  with  this  Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers  granted  include  the power and  authority  to sign the names of the
undersigned  officers and directors in the  capacities  indicated  below to this
Registration  Statement,  to any  and all  amendments,  both  pre-effective  and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration  Statement or amendments or  supplements  thereof,  and each of the
undersigned  hereby ratifies and confirms all that said attorneys and agents, or
any one of them,  shall do or cause to be done by virtue  hereof.  This Power of
Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

Signature                 Title                                   Date         
---------                 -----                                   ----
                          
/s/ David A. Stamm        
------------------------  President, Chief Executive            April 25, 1997
David A. Stamm            Officer (Principal Executive
                          Officer) and Director
/s/ Ray M. Fritz          
------------------------  Chief Financial Officer (Principal    April 25, 1997
Ray M. Fritz              Financial and Accounting Officer)
                          
                                           II-3
                          
<PAGE>                    
                          
                          
Signature                 Title                                   Date
---------                 -----                                   ----
                          
/s/ James L. Patterson        
------------------------
James L. Patterson        Chairman of the Board                 April 25, 1997
                          
/s/ Thomas H. Bredt
------------------------
Thomas H. Bredt           Director                              April 25, 1997
                          
/s/ Mary Jane Elmore
------------------------
Mary Jane Elmore          Director                              April 25, 1997
                          
/s/ Frederick Fluegel
------------------------
Frederick Fluegel         Director                              April 25, 1997
                          
                                      II-4

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.




                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933




                                  CLARIFY INC.


<PAGE>


                                  EXHIBIT INDEX
                                  -------------


Exhibit
Number            Exhibit
--------          -------

   4              Instrument Defining Rights of Stockholders.  Reference is made
                  to  Registrant's  Registration  Statement No. 00-26776 on Form
                  8-A,  which is  incorporated  herein by reference  pursuant to
                  Item 3(b) of this Registration Statement.

   5              Opinion and consent of  Gunderson  Dettmer  Stough  Villeneuve
                  Franklin & Hachigian, LLP.

  23.1            Consent of Coopers & Lybrand LLP - Independent Accountants.

  23.2            Consent of  Gunderson  Dettmer  Stough  Villeneuve  Franklin &
                  Hachigian, LLP is contained in Exhibit 5.

  24              Power  of  Attorney.  Reference  is made to page  II-3 of this
                  Registration Statement.

  99.1            Employee Stock Purchase Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18046}]
{"company-data": {"conformed-name": "CLARIFY INC", "cik": "0001000782", "assigned-sic": "7372", "irs-number": "770259235", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25943", "film-number": "97588255"}, "business-address": {"street1": "2125 ONEL DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4085733000"}, "mail-address": {"street1": "2125 ONEL DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
As filed with the Securities and Exchange Commission on April 28, 1997
                                                     Registration No. __________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  CLARIFY INC.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                            77-0259235
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                                2125 O'Nel Drive
                           San Jose, California 95131
               (Address of principal executive offices) (Zip Code)
                                 ---------------

                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)
                                 ---------------

                                 David A. Stamm
                      President and Chief Executive Officer
                      2125 O'Nel Drive, San Jose, CA 95131
                     (Name and address of agent for service)
                                 (408) 573-3000
          (Telephone number, including area code, of agent for service)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                 Proposed Maximum   Proposed Maximum
         Title of Each Class of                Amount to          Offering Price         Aggregate              Amount of
      Securities to be Registered           be Registered (1)     Per Share (2)       Offering Price (2)      Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
1995 Stock Option/Stock Issuance Plan:

Options to purchase Common Stock              1,158,475               N/A                  N/A                     N/A

Common Stock, $0.0001 par value            1,158,475 shares            $7.0313             $8,145,585.27           $2,468.36

Employee Stock Purchase Plan:

Common Stock, $0.0001 par value              820,000 shares            $7.0313             $5,765,666              $1,747.17
====================================================================================================================================
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable  under the Clarify Inc.  1995 Stock
         Option/Stock  Issuance Plan and Employee  Stock Purchase Plan by reason
         of any stock dividend,  stock split,  recapitalization or other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the outstanding  shares of Common Stock
         of Clarify Inc.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the high and low  selling  prices per share of Common  Stock of Clarify
         Inc. as reported on the Nasdaq National Market on April 21, 1997.
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

         Clarify Inc. (the "Registrant")  hereby  incorporates by reference into
this Registration  Statement the following  documents  previously filed with the
Securities and Exchange Commission ("SEC"):

         (a)   The  Registrant's  report on Form 10-K for the fiscal  year ended
               December 31, 1996;

         (b)   The Registrant's  Registration Statement No. 00-26776 on Form 8-A
               filed with the SEC on  September  15,  1995,  pursuant to Section
               12(b) of the Securities Exchange Act of 1934 (the "1934 Act"), in
               which  there  is  described  the  terms,  rights  and  provisions
               applicable to the Registrant's outstanding Common Stock.

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation Law authorizes a court
to award or a  corporation's  Board of  Directors  to grant  indemnification  to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred)  arising under the Securities Act of 1933
(the "1933 Act"),  Article VII, Section 6, of the  Registrant's  Bylaws provides
for mandatory  indemnification  of its  directors  and officers and  permissible
indemnification of employees and other agents to the maximum extent permitted by
the  Delaware  General   Corporation   Law.  The  Registrant's   Certificate  of
Incorporation  provides that,  pursuant to Delaware law, its directors shall not
be liable for monetary  damages for breach of the  directors'  fiduciary duty as
directors  to  the  Registrant  and  its  stockholders.  This  provision  in the
Certificate of Incorporation  does not eliminate the directors'  fiduciary duty,
and in appropriate  circumstances equitable remedies such as injunctive of other
forms on  non-monetary  relief  will remain  available  under  Delaware  law. In
addition,  each  director will continue to be subject to liability for breach of
the  director's  duty of loyalty to the  Registrant for acts or omissions not in
good faith or involving intentional  misconduct,  for knowing violations of law,
for  actions  leading to  improper  personal  benefit of the  director,  and for
payment of dividends or approval of stock  repurchases or  redemptions  that are
unlawful under Delaware law.
Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

Exhibit Number    Exhibit
--------------    -------
  4               Instrument Defining Rights of Stockholders.  Reference is made
                  to  Registrant's  Registration  Statement No. 00-26776 on Form
                  8-A,  which is  incorporated  herein by reference  pursuant to
                  Item  3(b) of  this  Registration  Statement.

  5               Opinion and consent of  Gunderson  Dettmer  Stough  Villeneuve
                  Franklin & Hachigian, LLP.

  23.1            Consent of Coopers & Lybrand LLP - Independent Accountants.

  23.2            Consent of  Gunderson  Dettmer  Stough  Villeneuve  Franklin &
                  Hachigian,  LLP  is  contained  in  Exhibit  5.  

  24              Power  of  Attorney.  Reference  is made to page  II-3 of this
                  Registration Statement.

  99.1            Employee Stock Purchase Plan.

Undertakings

         A. The undersigned  Registrant hereby  undertakes:  (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the  prospectus any facts or events
arising after the  effective  date of this  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in this
Registration  Statement  and (iii) to  include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 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 and (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 Registrant's 1995
Stock Option/Stock Issuance and/or the Employee Stock Purchase Plan.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as  indemnification  for liabilities  arising under the 1933
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been  advised  that,  in the  opinion of the SEC,  such  indemnification  is
against  public  policy  as  expressed  in the  1933  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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-2
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8,  and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of San Jose, State of California, on this 25th day
of April, 1997.

                                          Clarify Inc.

                                          By: /s/ David A Stamm
                                             -----------------------------------
                                              David A. Stamm
                                              President, Chief Executive Officer
                                              and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Clarify Inc., a Delaware
corporation,  do hereby  constitute and appoint David A. Stamm and Ray M. Fritz,
and each of them,  the lawful  attorneys-in-fact  and agents with full power and
authority  to do any  and  all  acts  and  things  and to  execute  any  and all
instruments  which said  attorneys  and agents  determine  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933, as amended,  and any rules or  regulations or  requirements  of the
Securities  and  Exchange   Commission  in  connection  with  this  Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers  granted  include  the power and  authority  to sign the names of the
undersigned  officers and directors in the  capacities  indicated  below to this
Registration  Statement,  to any  and all  amendments,  both  pre-effective  and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration  Statement or amendments or  supplements  thereof,  and each of the
undersigned  hereby ratifies and confirms all that said attorneys and agents, or
any one of them,  shall do or cause to be done by virtue  hereof.  This Power of
Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

Signature                 Title                                   Date         
---------                 -----                                   ----
                          
/s/ David A. Stamm        
------------------------  President, Chief Executive            April 25, 1997
David A. Stamm            Officer (Principal Executive
                          Officer) and Director
/s/ Ray M. Fritz          
------------------------  Chief Financial Officer (Principal    April 25, 1997
Ray M. Fritz              Financial and Accounting Officer)
                          
                                           II-3
Signature                 Title                                   Date
---------                 -----                                   ----
                          
/s/ James L. Patterson        
------------------------
James L. Patterson        Chairman of the Board                 April 25, 1997
                          
/s/ Thomas H. Bredt
------------------------
Thomas H. Bredt           Director                              April 25, 1997
                          
/s/ Mary Jane Elmore
------------------------
Mary Jane Elmore          Director                              April 25, 1997
                          
/s/ Frederick Fluegel
------------------------
Frederick Fluegel         Director                              April 25, 1997
                          
                                      II-4
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                  CLARIFY INC.
EXHIBIT INDEX
                                  -------------

Exhibit
Number            Exhibit
--------          -------

   4              Instrument Defining Rights of Stockholders.  Reference is made
                  to  Registrant's  Registration  Statement No. 00-26776 on Form
                  8-A,  which is  incorporated  herein by reference  pursuant to
                  Item 3(b) of this Registration Statement.

   5              Opinion and consent of  Gunderson  Dettmer  Stough  Villeneuve
                  Franklin & Hachigian, LLP.

  23.1            Consent of Coopers & Lybrand LLP - Independent Accountants.

  23.2            Consent of  Gunderson  Dettmer  Stough  Villeneuve  Franklin &
                  Hachigian, LLP is contained in Exhibit 5.

  24              Power  of  Attorney.  Reference  is made to page  II-3 of this
                  Registration Statement.

  99.1            Employee Stock Purchase Plan.