<PAGE> 1


       As filed with the Securities and Exchange Commission on November 15, 2000
                                                    Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                               ___________________

                                  MARIMBA, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                      7372
            (Primary Standard Industrial Classification Code Number)

                                   77-0422318
                       (IRS Employer Identification No.)


                                440 Clyde Avenue
                         Mountain View, California 94043
                                 (650) 930-5282
               (Address of principal executive offices) (Zip Code)
                               ___________________

                MARIMBA, INC. 1999 OMNIBUS EQUITY INCENTIVE PLAN
                 MARIMBA, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
            MARIMBA, INC. INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
              MARIMBA, INC. 1999 NON-EMPLOYEE DIRECTORS OPTION PLAN
                   MARIMBA, INC. 2000 SUPPLEMENTAL STOCK PLAN
                WRITTEN COMPENSATION AGREEMENT FOR JOHN F. OLSEN
                            (Full title of the Plans)
                               ___________________
                                Kenneth A. Owyang
                   Vice President and Chief Financial Officer
                                  MARIMBA, INC.
                                440 Clyde Avenue
                         Mountain View, California 94043
                     (Name and address of agent for service)
                                 (650) 930-5282
          (Telephone number, including area code, of agent for service)
                               ___________________

                         CALCULATION OF REGISTRATION FEE
================================================================================

<TABLE>
<S>                                           <C>                 <C>                  <C>                   <C>

            Title of                                       Proposed Maximum      Proposed Maximum
           Securities                        Amount            Offering              Aggregate            Amount of
              to be                          to be               Price               Offering           Registration
           Registered                    Registered (1)        per Share               Price                 Fee
          ------------                  ----------------  ------------------    ------------------     --------------
1999 Omnibus Equity Incentive Plan
     Options                                925,810               N/A                   N/A                  N/A
     Common Stock (par value $0.0001)       925,810           $4.875 (2)         $4,513,323.75 (2)        $1,191.52

1999 Employee Stock Purchase Plan(3)
     Rights to Purchase                     462,905               N/A                   N/A                  N/A
     Common Stock (par value $0.0001)       462,905           $4.875 (2)         $2,256,661.88 (2)          $595.76

International Employee
Stock Purchase Plan(3)
     Rights to Purchase                     462,905               N/A                   N/A                  N/A
     Common Stock (par value $0.0001)       462,905               N/A                   N/A                  N/A

1999 Non-Employee Directors Option Plan
     Options                                 15,000                N/A                   N/A                  N/A
     Common Stock (par value $0.0001)        15,000           $4.875 (2)            $73,125.00 (2)           $19.31


2000 Supplemental Stock Plan
     Options                              3,500,000              N/A                   N/A                  N/A
     Common Stock (par value $0.0001)     3,500,000           $4.875 (2)        $17,062,500.00 (2)        $4,504.50

Written Compensation Agreement for John F. Olsen
     Options                              1,000,000              N/A                   N/A                  N/A
     Common Stock (par value $0.0001)     1,000,000           $4.875 (2)         $4,875,000.00 (2)        $1,287.00

</TABLE>


(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable under the 1999 Omnibus Equity  Incentive
     Plan,  1999 Employee  Stock  Purchase  Plan,  International  Employee Stock
     Purchase Plan, 1999  Non-Employee  Directors Option Plan, 2000 Supplemental
     Stock  Plan and the  Written  Compensation  Agreement  for John F. Olsen 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 Marimba, 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 price per share of Common  Stock of Marimba,  Inc. on November  10,
     2000.

(3)  Combined share pool.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference

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

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999; and

     (b)  The  Registrant's  Quarterly  Reports  on Form  10-Q  for  the  fiscal
          quarters ended June 30, 2000 and March 31, 2000; and

     (c)  The  Registrant's  Registration  Statement  No.  000-25683 on Form 8-A
          filed with the SEC on March 31,  1999,  together  with all  amendments
          thereto,  pursuant  to Section 12 of the  Securities  Exchange  Act of
          1934,  as amended  (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.

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 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 their  fiduciary duty as directors to the  Registrant  and its  stockholders.
This  provision in the  Certificate  of  Incorporation  does not  eliminate  the
fiduciary duty of the directors,  and, in appropriate  circumstances,  equitable
remedies such as injunctive  or other forms of  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 to the  director  and for payment of  dividends or approval of
stock  repurchases  or  redemptions  that are unlawful  under  Delaware law. The
provision  also does not affect a  director's  responsibilities  under any other
law, such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into Indemnification Agreements with its officers and
directors. The Indemnification  Agreements provide the Registrant's officers and
directors with further  indemnification  to the maximum extent  permitted by the
Delaware General Corporation Law.

                                      II-1
<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. 000-25683
                 on Form-8-A,  together with all amendments thereto,  which is
                 incorporated herein by reference pursuant to Item-3(c) of this
                 Registration Statement.

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

    23.1         Consent of Ernst & Young LLP, Independent Auditors.

    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.

Item 9.  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 with or
furnished to the SEC by the Registrant  pursuant to Section-13 or  Section-15(d)
of the  1934  Act  that  are  incorporated  by  reference  in 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 1999 Omnibus  Equity  Incentive  Plan,  1999 Employee  Stock
Purchase Plan,  International  Employee Stock Purchase Plan,  1999  Non-Employee
Directors Option Plan, 2000 Supplemental Stock Plan and the Written Compensation
Agreement for John F. Olsen.

     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 in 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  indemnification  provisions  summarized in Item 6 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 Mountain View, State of California on this th day of
November, 2000.


                                  MARIMBA, INC.


                                  By:      /s/ John F. Olsen
                                           -------------------------------------
                                           John F. Olsen
                                           President and Chief Executive Officer



                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and directors of Marimba,  Inc., a Delaware
corporation,  do hereby  constitute  and  appoint  John F. Olsen and  Kenneth A.
Owyang,  and either 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,  and either one of them,  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 either 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.

<TABLE>
<S>                                             <C>                                             <C>

Signature                                    Title                                              Date

 /s/ John F. Olsen             President, Chief Executive Officer and Director            November 14, 2000
----------------------------   (Principal Executive Officer)
     John F. Olsen

 /s/ Kenneth W. Owyang         Vice President, Finance and Chief Financial Officer        November 14, 2000
----------------------------   Officer (Principal Financial and Accounting Officer)
     Kenneth W. Owyang

                                      II-3
<PAGE>

 /s/ Kim K. Polese             Chairman of the Board                                      November 14, 2000
----------------------------
     Kim K. Polese

                               Director                                                   November __, 2000
----------------------------
     Aneel Bhusri

 /s/ Raymond J. Lane           Director                                                   November 14, 2000
----------------------------
     Raymond J. Lane

 /s/ Douglas J. Mackenzie      Director                                                   November 14, 2000
----------------------------
     Douglas J. Mackenzie

 /s/ Stratton D. Sclavos       Director                                                   November 14, 2000
----------------------------
     Stratton D. Sclavos

</TABLE>

                                      II-4
<PAGE>

                                  EXHIBIT INDEX



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

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

    23.1         Consent of Ernst & Young LLP, Independent Auditors.


<PAGE>
                                                                      Exhibit 5
                                                                      ---------

                                November 15, 2000


Marimba, Inc.
440 Clyde Avenue
Mountain View, California 94043

               Re:      Marimba, Inc. (the "Company")
                        Registration Statement for
                        an aggregate of 5,903,715 Shares of Common Stock

Ladies and Gentlemen:

     We refer to your  registration on Form S-8 (the  "Registration  Statement")
under the  Securities  Act of 1933, as amended,  of (i) 925,810 shares of Common
Stock  available for issuance under the Company's 1999 Omnibus Equity  Incentive
Plan,  (ii) 462,905  shares of Common  Stock  available  for issuance  under the
Company's  1999 Employee Stock  Purchase Plan and  International  Employee Stock
Purchase Plan (iii) 15,000 shares of Common Stock  available for issuance  under
the Company's 1999 Non-Employee  Directors Option Plan, (iv) 3,500,000 shares of
Common Stock available for issuance under the Company's 2000 Supplemental  Stock
Plan and (v) 1,000,000  shares of Common Stock  available for issuance under the
Written  Compensation  Agreement  for John F. Olsen.  We advise you that, in our
opinion,  when such shares have been issued and sold pursuant to the  applicable
provisions of the 1999 Omnibus  Equity  Incentive  Plan, the 1999 Employee Stock
Purchase  Plan,  the  International  Employee  Stock  Purchase  Plan,  the  1999
Non-Employee  Directors  Option Plan, the 2000  Supplemental  Stock Plan and the
Written  Compensation  Agreement  for John F. Olsen and in  accordance  with the
Registration  Statement,  such  shares  will be validly  issued,  fully paid and
nonassessable shares of the Company's Common Stock.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                         Very truly yours,


                         /s/ Gunderson Dettmer Stough Villeneuve Franklin &
                             Hachigian, LLP
                         --------------------------------------------------
                         Gunderson Dettmer Stough Villeneuve Franklin &
                         Hachigian, LLP


<PAGE>


                                                                   Exhibit 23.1
                                                                   ------------


               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 pertaining to the Marimba, Inc. 1999 Omnibus Equity Incentive Plan, the
Marimba, Inc. 1999 Employee Stock Purchase Plan, the Marimba, Inc. International
Employee  Stock Purchase Plan,  the Marimba,  Inc. 1999  Non-Employee  Directors
Option Plan,  the Marimba,  Inc.  2000  Supplemental  Stock Plan and the Written
Compensation  Agreement  for John F. Olsen of our report dated  January 14, 2000
with respect to the consolidated  financial statements of Marimba, Inc. included
in its Annual  Report on Form 10-K for the year ended  December 31, 1999,  filed
with the Securities and Exchange Commission.


Palo Alto, California
November 15, 2000



                               /s/ Ernst & Young LLP
                               ---------------------------
                               Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22327}]
{"company-data": {"conformed-name": "MARIMBA INC", "cik": "0001078295", "assigned-sic": "7372", "irs-number": "770422318", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50006", "film-number": "770617"}, "business-address": {"street1": "440 CLYDE AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6509305282"}, "mail-address": {"street1": "440 CLYDE AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
1

       As filed with the Securities and Exchange Commission on November 15, 2000
                                                    Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                               ___________________

                                  MARIMBA, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                      7372
            (Primary Standard Industrial Classification Code Number)

                                   77-0422318
                       (IRS Employer Identification No.)

                                440 Clyde Avenue
                         Mountain View, California 94043
                                 (650) 930-5282
               (Address of principal executive offices) (Zip Code)
                               ___________________

                MARIMBA, INC. 1999 OMNIBUS EQUITY INCENTIVE PLAN
                 MARIMBA, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
            MARIMBA, INC. INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
              MARIMBA, INC. 1999 NON-EMPLOYEE DIRECTORS OPTION PLAN
                   MARIMBA, INC. 2000 SUPPLEMENTAL STOCK PLAN
                WRITTEN COMPENSATION AGREEMENT FOR JOHN F. OLSEN
                            (Full title of the Plans)
                               ___________________
                                Kenneth A. Owyang
                   Vice President and Chief Financial Officer
                                  MARIMBA, INC.
                                440 Clyde Avenue
                         Mountain View, California 94043
                     (Name and address of agent for service)
                                 (650) 930-5282
          (Telephone number, including area code, of agent for service)
                               ___________________

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of                                       Proposed Maximum      Proposed Maximum
           Securities                        Amount            Offering              Aggregate            Amount of
              to be                          to be               Price               Offering           Registration
           Registered                    Registered (1)        per Share               Price                 Fee
          ------------                  ----------------  ------------------    ------------------     --------------
1999 Omnibus Equity Incentive Plan
     Options                                925,810               N/A                   N/A                  N/A
     Common Stock (par value $0.0001)       925,810           $4.875 (2)         $4,513,323.75 (2)        $1,191.52

1999 Employee Stock Purchase Plan(3)
     Rights to Purchase                     462,905               N/A                   N/A                  N/A
     Common Stock (par value $0.0001)       462,905           $4.875 (2)         $2,256,661.88 (2)          $595.76

International Employee
Stock Purchase Plan(3)
     Rights to Purchase                     462,905               N/A                   N/A                  N/A
     Common Stock (par value $0.0001)       462,905               N/A                   N/A                  N/A

1999 Non-Employee Directors Option Plan
     Options                                 15,000                N/A                   N/A                  N/A
     Common Stock (par value $0.0001)        15,000           $4.875 (2)            $73,125.00 (2)           $19.31

2000 Supplemental Stock Plan
     Options                              3,500,000              N/A                   N/A                  N/A
     Common Stock (par value $0.0001)     3,500,000           $4.875 (2)        $17,062,500.00 (2)        $4,504.50

Written Compensation Agreement for John F. Olsen
     Options                              1,000,000              N/A                   N/A                  N/A
     Common Stock (par value $0.0001)     1,000,000           $4.875 (2)         $4,875,000.00 (2)        $1,287.00
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable under the 1999 Omnibus Equity  Incentive
     Plan,  1999 Employee  Stock  Purchase  Plan,  International  Employee Stock
     Purchase Plan, 1999  Non-Employee  Directors Option Plan, 2000 Supplemental
     Stock  Plan and the  Written  Compensation  Agreement  for John F. Olsen 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 Marimba, 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 price per share of Common  Stock of Marimba,  Inc. on November  10,
     2000.

(3)  Combined share pool.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999; and

     (b)  The  Registrant's  Quarterly  Reports  on Form  10-Q  for  the  fiscal
          quarters ended June 30, 2000 and March 31, 2000; and

     (c)  The  Registrant's  Registration  Statement  No.  000-25683 on Form 8-A
          filed with the SEC on March 31,  1999,  together  with all  amendments
          thereto,  pursuant  to Section 12 of the  Securities  Exchange  Act of
          1934,  as amended  (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.

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 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 their  fiduciary duty as directors to the  Registrant  and its  stockholders.
This  provision in the  Certificate  of  Incorporation  does not  eliminate  the
fiduciary duty of the directors,  and, in appropriate  circumstances,  equitable
remedies such as injunctive  or other forms of  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 to the  director  and for payment of  dividends or approval of
stock  repurchases  or  redemptions  that are unlawful  under  Delaware law. The
provision  also does not affect a  director's  responsibilities  under any other
law, such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into Indemnification Agreements with its officers and
directors. The Indemnification  Agreements provide the Registrant's officers and
directors with further  indemnification  to the maximum extent  permitted by the
Delaware General Corporation Law.

                                      II-1
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. 000-25683
                 on Form-8-A,  together with all amendments thereto,  which is
                 incorporated herein by reference pursuant to Item-3(c) of this
                 Registration Statement.

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

    23.1         Consent of Ernst & Young LLP, Independent Auditors.

    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.

Item 9.  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 with or
furnished to the SEC by the Registrant  pursuant to Section-13 or  Section-15(d)
of the  1934  Act  that  are  incorporated  by  reference  in 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 1999 Omnibus  Equity  Incentive  Plan,  1999 Employee  Stock
Purchase Plan,  International  Employee Stock Purchase Plan,  1999  Non-Employee
Directors Option Plan, 2000 Supplemental Stock Plan and the Written Compensation
Agreement for John F. Olsen.

     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 in 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  indemnification  provisions  summarized in Item 6 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 Mountain View, State of California on this th day of
November, 2000.

                                  MARIMBA, INC.

                                  By:      /s/ John F. Olsen
                                           -------------------------------------
                                           John F. Olsen
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and directors of Marimba,  Inc., a Delaware
corporation,  do hereby  constitute  and  appoint  John F. Olsen and  Kenneth A.
Owyang,  and either 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,  and either one of them,  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 either 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/ John F. Olsen             President, Chief Executive Officer and Director            November 14, 2000
----------------------------   (Principal Executive Officer)
     John F. Olsen

 /s/ Kenneth W. Owyang         Vice President, Finance and Chief Financial Officer        November 14, 2000
----------------------------   Officer (Principal Financial and Accounting Officer)
     Kenneth W. Owyang

                                      II-3
/s/ Kim K. Polese             Chairman of the Board                                      November 14, 2000
----------------------------
     Kim K. Polese

                               Director                                                   November __, 2000
----------------------------
     Aneel Bhusri

 /s/ Raymond J. Lane           Director                                                   November 14, 2000
----------------------------
     Raymond J. Lane

 /s/ Douglas J. Mackenzie      Director                                                   November 14, 2000
----------------------------
     Douglas J. Mackenzie

 /s/ Stratton D. Sclavos       Director                                                   November 14, 2000
----------------------------
     Stratton D. Sclavos
II-4
EXHIBIT INDEX

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

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

    23.1         Consent of Ernst & Young LLP, Independent Auditors.
Exhibit 5
                                                                      ---------

                                November 15, 2000

Marimba, Inc.
440 Clyde Avenue
Mountain View, California 94043

               Re:      Marimba, Inc. (the "Company")
                        Registration Statement for
                        an aggregate of 5,903,715 Shares of Common Stock

Ladies and Gentlemen:

     We refer to your  registration on Form S-8 (the  "Registration  Statement")
under the  Securities  Act of 1933, as amended,  of (i) 925,810 shares of Common
Stock  available for issuance under the Company's 1999 Omnibus Equity  Incentive
Plan,  (ii) 462,905  shares of Common  Stock  available  for issuance  under the
Company's  1999 Employee Stock  Purchase Plan and  International  Employee Stock
Purchase Plan (iii) 15,000 shares of Common Stock  available for issuance  under
the Company's 1999 Non-Employee  Directors Option Plan, (iv) 3,500,000 shares of
Common Stock available for issuance under the Company's 2000 Supplemental  Stock
Plan and (v) 1,000,000  shares of Common Stock  available for issuance under the
Written  Compensation  Agreement  for John F. Olsen.  We advise you that, in our
opinion,  when such shares have been issued and sold pursuant to the  applicable
provisions of the 1999 Omnibus  Equity  Incentive  Plan, the 1999 Employee Stock
Purchase  Plan,  the  International  Employee  Stock  Purchase  Plan,  the  1999
Non-Employee  Directors  Option Plan, the 2000  Supplemental  Stock Plan and the
Written  Compensation  Agreement  for John F. Olsen and in  accordance  with the
Registration  Statement,  such  shares  will be validly  issued,  fully paid and
nonassessable shares of the Company's Common Stock.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                         Very truly yours,

                         /s/ Gunderson Dettmer Stough Villeneuve Franklin &
                             Hachigian, LLP
                         --------------------------------------------------
                         Gunderson Dettmer Stough Villeneuve Franklin &
                         Hachigian, LLP
Exhibit 23.1
                                                                   ------------

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 pertaining to the Marimba, Inc. 1999 Omnibus Equity Incentive Plan, the
Marimba, Inc. 1999 Employee Stock Purchase Plan, the Marimba, Inc. International
Employee  Stock Purchase Plan,  the Marimba,  Inc. 1999  Non-Employee  Directors
Option Plan,  the Marimba,  Inc.  2000  Supplemental  Stock Plan and the Written
Compensation  Agreement  for John F. Olsen of our report dated  January 14, 2000
with respect to the consolidated  financial statements of Marimba, Inc. included
in its Annual  Report on Form 10-K for the year ended  December 31, 1999,  filed
with the Securities and Exchange Commission.

Palo Alto, California
November 15, 2000

                               /s/ Ernst & Young LLP
                               ---------------------------
                               Ernst & Young LLP