As filed with the Securities and Exchange Commission on June 8, 1999
                                                   Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

             Delaware                                     11-1817252
 (State or other jurisdiction                  (IRS Employer Identification No.)
  of incorporation or organization)


              650 Townsend Street, San Francisco, California 94103
               (Address of principal executive offices) (Zip Code)

                              SOFTNET SYSTEMS, INC.
                     1999 SUPPLEMENTAL STOCK INCENTIVE PLAN
                            (Full title of the Plans)


                            Dr. Lawrence B. Brilliant
                Chairman of the Board and Chief Executive Officer
                              SOFTNET SYSTEMS, INC.
              650 Townsend Street, San Francisco, California 94103
                    (Name and address of agent for service)

                                 (415) 365-2500
          (Telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

======================================== ==================== ==================== ========================= ================
                                                                   Proposed                Proposed
                    Title of                                        Maximum                Maximum
                   Securities                  Amount              Offering               Aggregate             Amount of
                     to be                      to be                Price                 Offering           Registration
                   Registered               Registered(1)          per Share                Price                Fee(2)
<S>                                          <C>                        <C>               <C>                     <C>
1999 Supplemental Stock Incentive Plan
-------------------------
Common Stock                                 750,000 shares             $19.50(2)         $14,625,000(2)          $$4,066.00

=============================================================================================================================
<FN>


(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable under the SoftNet Systems Inc. 1999
         Supplemental  Stock  Incentive  Plan by reason  of any stock  dividend,
         stock split,  recapitalization  or other similar  transaction  effected
         without the Registrant's  receipt of consideration  which results in an
         increase in the number of the outstanding shares of Registrant's Common
         Stock.
(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  (the "1933 Act"), on the basis
         of the  average  of the  high  and low  selling  prices  per  share  of
         Registrant's  Common  Stock on June 4, 1999 as  reported  by the Nasdaq
         National Market.

</FN>
</TABLE>

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

<PAGE>

                                     PART II

               Information Required in the Registration Statement


                  Item 3. Incorporation of Documents by Reference

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

                  (a)      The Registrant's Annual Report on Form 10-K/A for the
                           fiscal year ended September 30, 1998,  filed with the
                           Commission on March 4, 1999;

                  (b)      The Registrant's Quarterly Report on Form 10-Qfor the
                           quarter  ended  December  31,  1999,  filed  with the
                           Commission on February 16, 1999;

                  (c)      The  Registrant's  Quarterly  Report on Form 10-Q for
                           the  quarter  ended  March 31,  1999,  filed with the
                           Commission on May 17, 1999;

                  (d)      The  Registrant's  Current Reports on Forms 8-K filed
                           with the Commission on January 26, 1999, February 24,
                           1999,  February  26, 1999,  March 5, 1999,  April 14,
                           1999 and April 27, 1999 and the Registrant's  Current
                           Reports on Forms 8-K/A filed with the  Commission  on
                           February 26, 1999 and March 12, 1999; and

                  (e)      The Registrant's  Registration Statement on Form 8-A,
                           filed with the  Commission  on April 14,  1999 and as
                           amended on Form 8-A/A,  filed with the  Commission on
                           April  22,  1999,  pursuant  to  Section  12  of  the
                           Securities  and 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.  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  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

         The Registrant's  Certificate of Incorporation  limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that a director of a  corporation  will not be  personally  liable for  monetary
damages for breach of such  individual's  fiduciary  duties as a director except
for  liability  for (i) any  breach of such  director's  duty of  loyalty to the
corporation, (ii) any acts or omissions not in good faith or that involve

<PAGE>


intentional  misconduct  or a  knowing  violation  of law,  (iii)  any  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in Section 174 of the Delaware General  Corporation Law, or (iv) any transaction
from which a director derives an improper personal benefit.

         The Registrant's  Bylaws provide that the Registrant will indemnify its
directors and may indemnify its officers, employees and other agents to the full
extent permitted by law. The Registrant believes that indemnification  under its
Bylaws  covers  at  least  negligence  and  gross  negligence  on the part of an
indemnified  party and permits the Registrant to advance expenses incurred by an
indemnified  party in  connection  with the defense of any action or  proceeding
arising out of such party's status or service as a director,  officer,  employee
or other agent of the Registrant upon an undertaking by such party to repay such
advances  if it is  ultimately  determined  that such party is not  entitled  to
indemnification.

         The  Registrant  has entered into separate  indemnification  agreements
with  each  of  its  directors  and  officers.   These  agreements  require  the
Registrant,  among other things,  to indemnify such director or officer  against
expenses   (including   attorney   fees),   judgments,   fines  and  settlements
(collectively,  "Liabilities")  paid by such  individual in connection  with any
action, suit or proceeding arising out of such individual's status or service as
a director or officer of the  Registrant  (other than  Liabilities  arising from
willful  misconduct  or conduct that is  knowingly  fraudulent  or  deliberately
dishonest)  and to advance  expenses  incurred by such  individual in connection
with  any  proceeding  against  such  individual  with  respect  to  which  such
individual may be entitled to indemnification by the Registrant.  The Registrant
believes  that  its  Certificate  of  Incorporation  and  Bylaw  provisions  and
indemnification agreements are necessary to attract and retain qualified persons
as directors and officers.


                  Item 7. Exemption from Registration Claimed

                  Not applicable.

                  Item 8. Exhibits

       Exhibit
       Number     Exhibit

         4        Instruments Defining Rights of Shareholders. Reference is made
                  to  Registrant's  Registration  Statement  on Form  8-A and as
                  amended  on  Form  8-A/A,  which  is  incorporated  herein  by
                  reference pursuant to Item 3(c).
         5        Opinion and Consent of Brobeck,  Phleger & Harrison LLP.
         23.1     Consent of  PricewaterhouseCoopers  LLP, Independent Auditors.
         23.2     Consent of Brobeck, Phleger & Harrison  LLP  is  contained  in
                  Exhibit 5.
         24       Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.
         99.1     SoftNet Systems, Inc. 1999  Supplemental Stock Incentive Plan.
         99.2     Form of Notice of Grant of Stock Option.
         99.3     Form of Stock Option Agreement.
         99.4     Form  of  Addendum  to  Stock   Option   Agreement   regarding
                  Involuntary Termination following Corporate Transaction/Change
                  in Control.
         99.5     Form of Stock Issuance Agreement.
         99.6     Form  of  Addendum  to  Stock  Issuance  Agreement   regarding
                  Involuntary Termination following Corporate Transaction/Change
                  in Control.



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 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

<PAGE>


Registration  Statement,  and (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 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 the  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  1999  Supplemental  Stock
Incentive 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 the 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
above or otherwise, the Registrant has been informed that, in the opinion of the
Commission,  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.



<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 Francisco,  State of California, on this 8th
day of June, 1999.


                                          SOFTNET SYSTEMS, INC.

                                          By:/s/ Douglas S. Sinclair
                                             --------------------------
                                             Douglas S. Sinclair
                                             Chief Financial Officer




                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That  the  undersigned   officers  and  directors  of  SoftNet
Systems,  Inc., a Delaware  corporation,  do hereby  constitute  and appoint Dr.
Lawrence B.  Brilliant  and Douglas S.  Sinclair,  and each of them,  the lawful
attorneys  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 any 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 any 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.


Signatures                                   Title                      Date
-----------------------------       ---------------------------    -------------

/s/Dr. Lawrence B. Brilliant
-----------------------------
 Dr. Lawrence B. Brilliant           Chairman of the Board and      June 8, 1999
                                      Chief Executive Officer

/s/ Ronald I. Simon
-----------------------------
 Ronald I. Simon                     Vice Chairman of the Board     June 8, 1999

<PAGE>

/s/ Ian B. Aaron
-----------------------------
 Ian B. Aaron                          Director and President       June 8, 1999


/s/ Douglas S. Sinclair
-----------------------------
 Douglas S. Sinclair                   Chief Financial Officer      June 8, 1999


/s/ Edward A. Bennett
-----------------------------
 Edward A. Bennett                            Director              June 8, 1999



/s/ Sean P. Doherty
-----------------------------
 Sean P. Doherty                              Director              June 8, 1999



/s/ Robert C. Harris, Jr.
-----------------------------
 Robert C. Harris, Jr.                        Director              June 8, 1999


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                              SOFTNET SYSTEMS, INC.


<PAGE>





                                  EXHIBIT INDEX

       Exhibit
       Number     Exhibit

         4        Instruments Defining Rights of Shareholders. Reference is made
                  to  Registrant's  Registration  Statement  on Form  8-A and as
                  amended  on  Form  8-A/A,  which  is  incorporated  herein  by
                  reference pursuant to Item 3(c).
         5        Opinion and Consent of Brobeck,  Phleger & Harrison LLP.
         23.1     Consent of  PricewaterhouseCoopers  LLP, Independent Auditors.
         23.2     Consent of Brobeck, Phleger &  Harrison LLP  is  contained  in
                  Exhibit 5.
         24       Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.
         99.1     SoftNet Systems, Inc. 1999 Supplemental Stock Incentive Plan.
         99.2     Form of Notice of Grant of Stock Option.
         99.3     Form of Stock Option Agreement.
         99.4     Form  of  Addendum  to  Stock   Option   Agreement   regarding
                  Involuntary Termination following Corporate Transaction/Change
                  in Control.
         99.5     Form of Stock Issuance Agreement.
         99.6     Form  of  Addendum  to  Stock  Issuance  Agreement   regarding
                  Involuntary Termination following Corporate Transaction/Change
                  in Control.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20450}]
{"company-data": {"conformed-name": "SOFTNET SYSTEMS INC", "cik": "0000097196", "assigned-sic": "7385", "irs-number": "111817252", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80197", "film-number": "99642259"}, "business-address": {"street1": "650 TOWNSEND STREET", "street2": "SUITE 225", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103", "phone": "6509653700"}, "mail-address": {"street1": "520 LOGUE AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}, "former-company": [{"former-conformed-name": "VADER GROUP INC", "date-changed": "19920703"}, {"former-conformed-name": "MAGICSILK INC", "date-changed": "19880308"}, {"former-conformed-name": "TENSOR CORP", "date-changed": "19860819"}]}
As filed with the Securities and Exchange Commission on June 8, 1999
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

             Delaware                                     11-1817252
 (State or other jurisdiction                  (IRS Employer Identification No.)
  of incorporation or organization)

              650 Townsend Street, San Francisco, California 94103
               (Address of principal executive offices) (Zip Code)

                              SOFTNET SYSTEMS, INC.
                     1999 SUPPLEMENTAL STOCK INCENTIVE PLAN
                            (Full title of the Plans)

                            Dr. Lawrence B. Brilliant
                Chairman of the Board and Chief Executive Officer
                              SOFTNET SYSTEMS, INC.
              650 Townsend Street, San Francisco, California 94103
                    (Name and address of agent for service)

                                 (415) 365-2500
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
======================================== ==================== ==================== ========================= ================
                                                                   Proposed                Proposed
                    Title of                                        Maximum                Maximum
                   Securities                  Amount              Offering               Aggregate             Amount of
                     to be                      to be                Price                 Offering           Registration
                   Registered               Registered(1)          per Share                Price                Fee(2)
1999 Supplemental Stock Incentive Plan
-------------------------
Common Stock                                 750,000 shares             $19.50(2)         $14,625,000(2)          $$4,066.00

=============================================================================================================================
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable under the SoftNet Systems Inc. 1999
         Supplemental  Stock  Incentive  Plan by reason  of any stock  dividend,
         stock split,  recapitalization  or other similar  transaction  effected
         without the Registrant's  receipt of consideration  which results in an
         increase in the number of the outstanding shares of Registrant's Common
         Stock.
(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  (the "1933 Act"), on the basis
         of the  average  of the  high  and low  selling  prices  per  share  of
         Registrant's  Common  Stock on June 4, 1999 as  reported  by the Nasdaq
         National Market.
================================================================================
PART II

               Information Required in the Registration Statement

                  Item 3. Incorporation of Documents by Reference

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

                  (a)      The Registrant's Annual Report on Form 10-K/A for the
                           fiscal year ended September 30, 1998,  filed with the
                           Commission on March 4, 1999;

                  (b)      The Registrant's Quarterly Report on Form 10-Qfor the
                           quarter  ended  December  31,  1999,  filed  with the
                           Commission on February 16, 1999;

                  (c)      The  Registrant's  Quarterly  Report on Form 10-Q for
                           the  quarter  ended  March 31,  1999,  filed with the
                           Commission on May 17, 1999;

                  (d)      The  Registrant's  Current Reports on Forms 8-K filed
                           with the Commission on January 26, 1999, February 24,
                           1999,  February  26, 1999,  March 5, 1999,  April 14,
                           1999 and April 27, 1999 and the Registrant's  Current
                           Reports on Forms 8-K/A filed with the  Commission  on
                           February 26, 1999 and March 12, 1999; and

                  (e)      The Registrant's  Registration Statement on Form 8-A,
                           filed with the  Commission  on April 14,  1999 and as
                           amended on Form 8-A/A,  filed with the  Commission on
                           April  22,  1999,  pursuant  to  Section  12  of  the
                           Securities  and 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.  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  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

         The Registrant's  Certificate of Incorporation  limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that a director of a  corporation  will not be  personally  liable for  monetary
damages for breach of such  individual's  fiduciary  duties as a director except
for  liability  for (i) any  breach of such  director's  duty of  loyalty to the
corporation, (ii) any acts or omissions not in good faith or that involve
intentional  misconduct  or a  knowing  violation  of law,  (iii)  any  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in Section 174 of the Delaware General  Corporation Law, or (iv) any transaction
from which a director derives an improper personal benefit.

         The Registrant's  Bylaws provide that the Registrant will indemnify its
directors and may indemnify its officers, employees and other agents to the full
extent permitted by law. The Registrant believes that indemnification  under its
Bylaws  covers  at  least  negligence  and  gross  negligence  on the part of an
indemnified  party and permits the Registrant to advance expenses incurred by an
indemnified  party in  connection  with the defense of any action or  proceeding
arising out of such party's status or service as a director,  officer,  employee
or other agent of the Registrant upon an undertaking by such party to repay such
advances  if it is  ultimately  determined  that such party is not  entitled  to
indemnification.

         The  Registrant  has entered into separate  indemnification  agreements
with  each  of  its  directors  and  officers.   These  agreements  require  the
Registrant,  among other things,  to indemnify such director or officer  against
expenses   (including   attorney   fees),   judgments,   fines  and  settlements
(collectively,  "Liabilities")  paid by such  individual in connection  with any
action, suit or proceeding arising out of such individual's status or service as
a director or officer of the  Registrant  (other than  Liabilities  arising from
willful  misconduct  or conduct that is  knowingly  fraudulent  or  deliberately
dishonest)  and to advance  expenses  incurred by such  individual in connection
with  any  proceeding  against  such  individual  with  respect  to  which  such
individual may be entitled to indemnification by the Registrant.  The Registrant
believes  that  its  Certificate  of  Incorporation  and  Bylaw  provisions  and
indemnification agreements are necessary to attract and retain qualified persons
as directors and officers.

                  Item 7. Exemption from Registration Claimed

                  Not applicable.

                  Item 8. Exhibits

       Exhibit
       Number     Exhibit

         4        Instruments Defining Rights of Shareholders. Reference is made
                  to  Registrant's  Registration  Statement  on Form  8-A and as
                  amended  on  Form  8-A/A,  which  is  incorporated  herein  by
                  reference pursuant to Item 3(c).
         5        Opinion and Consent of Brobeck,  Phleger & Harrison LLP.
         23.1     Consent of  PricewaterhouseCoopers  LLP, Independent Auditors.
         23.2     Consent of Brobeck, Phleger & Harrison  LLP  is  contained  in
                  Exhibit 5.
         24       Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.
         99.1     SoftNet Systems, Inc. 1999  Supplemental Stock Incentive Plan.
         99.2     Form of Notice of Grant of Stock Option.
         99.3     Form of Stock Option Agreement.
         99.4     Form  of  Addendum  to  Stock   Option   Agreement   regarding
                  Involuntary Termination following Corporate Transaction/Change
                  in Control.
         99.5     Form of Stock Issuance Agreement.
         99.6     Form  of  Addendum  to  Stock  Issuance  Agreement   regarding
                  Involuntary Termination following Corporate Transaction/Change
                  in Control.

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 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,  and (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 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 the  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  1999  Supplemental  Stock
Incentive 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 the 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
above or otherwise, the Registrant has been informed that, in the opinion of the
Commission,  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.
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 Francisco,  State of California, on this 8th
day of June, 1999.

                                          SOFTNET SYSTEMS, INC.

                                          By:/s/ Douglas S. Sinclair
                                             --------------------------
                                             Douglas S. Sinclair
                                             Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That  the  undersigned   officers  and  directors  of  SoftNet
Systems,  Inc., a Delaware  corporation,  do hereby  constitute  and appoint Dr.
Lawrence B.  Brilliant  and Douglas S.  Sinclair,  and each of them,  the lawful
attorneys  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 any 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 any 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.

Signatures                                   Title                      Date
-----------------------------       ---------------------------    -------------

/s/Dr. Lawrence B. Brilliant
-----------------------------
 Dr. Lawrence B. Brilliant           Chairman of the Board and      June 8, 1999
                                      Chief Executive Officer

/s/ Ronald I. Simon
-----------------------------
 Ronald I. Simon                     Vice Chairman of the Board     June 8, 1999
/s/ Ian B. Aaron
-----------------------------
 Ian B. Aaron                          Director and President       June 8, 1999

/s/ Douglas S. Sinclair
-----------------------------
 Douglas S. Sinclair                   Chief Financial Officer      June 8, 1999

/s/ Edward A. Bennett
-----------------------------
 Edward A. Bennett                            Director              June 8, 1999

/s/ Sean P. Doherty
-----------------------------
 Sean P. Doherty                              Director              June 8, 1999

/s/ Robert C. Harris, Jr.
-----------------------------
 Robert C. Harris, Jr.                        Director              June 8, 1999
SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                              SOFTNET SYSTEMS, INC.
EXHIBIT INDEX

       Exhibit
       Number     Exhibit

         4        Instruments Defining Rights of Shareholders. Reference is made
                  to  Registrant's  Registration  Statement  on Form  8-A and as
                  amended  on  Form  8-A/A,  which  is  incorporated  herein  by
                  reference pursuant to Item 3(c).
         5        Opinion and Consent of Brobeck,  Phleger & Harrison LLP.
         23.1     Consent of  PricewaterhouseCoopers  LLP, Independent Auditors.
         23.2     Consent of Brobeck, Phleger &  Harrison LLP  is  contained  in
                  Exhibit 5.
         24       Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.
         99.1     SoftNet Systems, Inc. 1999 Supplemental Stock Incentive Plan.
         99.2     Form of Notice of Grant of Stock Option.
         99.3     Form of Stock Option Agreement.
         99.4     Form  of  Addendum  to  Stock   Option   Agreement   regarding
                  Involuntary Termination following Corporate Transaction/Change
                  in Control.
         99.5     Form of Stock Issuance Agreement.
         99.6     Form  of  Addendum  to  Stock  Issuance  Agreement   regarding
                  Involuntary Termination following Corporate Transaction/Change
                  in Control.