SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        Under The Securities Act Of 1933


                          COYOTE NETWORK SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)


           Delaware                                        36-2448698
(State or Other Jurisdiction of               (IRS Employer Identification No.)
Incorporation or Organization)

           4360 Park Terrace Drive, Westlake Village, California 91361
               (Address of Principal Executive Offices) (ZIP Code)

                   -------------------------------------------
                          COYOTE NETWORK SYSTEMS, INC.
                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)
                   -------------------------------------------

                                James J. Fiedler
                Chairman of the Board and Chief Executive Officer
                          COYOTE NETWORK SYSTEMS, INC.
               4360 Park Terrace Drive, Westlake Village, CA 91361
                     (Name and Address of Agent for Service)

                                 (818) 735-7600
          (Telephone Number, Including Area Code, of Agent for Service)

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
---------------  ---------- -------------- -------------- ----------------------
                              Proposed       Proposed                           
  Title of         Amount      Maximum        Maximum                           
 Securities to     to be    Offering Price   Aggregate          Amount of       
 be Registered   Registered   Per Share*   Offering Price    Registration Fee   
---------------  ---------- -------------- --------------  ---------------------
---------------  ---------- -------------- --------------  ---------------------
$1.00 par value   150,000       $5.81        $871,500             $258.00
 Common Stock      Shares
---------------  ---------- -------------- -------------- ----------------------
*    For the purpose of computing the registration  fee, Coyote Network Systems,
     Inc.  (the  "Registrant")  has used $5.81 as the average of the bid and ask
     prices of the Common Stock as reported on September 1, 1998 on the NASD OTC
     Bulletin  Board for the offering price per share,  in accordance  with Rule
     457(h) under the Securities Act of 1933, as amended (the "Securities Act").

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan  participants  as specified by Rule 428(b)(1) under the Securities
Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  Registrant  hereby  states that (i) the documents set forth in (a) and
(b) below are incorporated by reference in this Registration Statement, and (ii)
all documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 as  amended  (the
"Exchange  Act"),  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 in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

(a)  The Registrant's annual report on Form 10-K for the fiscal year ended March
     31, 1998.

(b)  The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registration  Statement  on Form  8-A  dated  February  26,  1997,  and any
     amendment or report filed for the purpose of updating such description.

(c)  The  Registrant's  quarterly  report on Form 10-Q for the quarterly  period
     ended June 30, 1998.

     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  hereof to the extent that a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

Item 4.  Description of Securities

         Not applicable.  See Item 3 above.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.


                                       2
<PAGE>
Item 6.  Indemnification of Directors and Officers

     Consistent  with  section  145  of the  Delaware  General  Corporation  Law
("Delaware  Law"),  Article IX of the  Registrant's  By-Laws  provides  that the
Registrant  shall  indemnify  any person in  connection  with legal  proceedings
threatened or brought  against him by reason of his present or past status as an
officer or director of the  Registrant  or present or past status as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise  if he is serving in such  capacity at the request of
the Registrant,  against expenses (including attorneys' fees), judgments,  fines
and amounts paid in settlement  actually and reasonably incurred by such person,
provided  that the  person  acted in good  faith and in a manner  he  reasonably
believed to be in or not opposed to the best  interests of the  Registrant,  and
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  The Registrant  shall also indemnify any such
person  in  connection  with any  action  by or in the  right of the  Registrant
provided the person acted in good faith and in a manner he  reasonably  believed
to be in or not opposed to the best interests of the Registrant;  except in such
cases as involve gross  negligence or willful  misconduct in the  performance of
his  duties.  In  addition,  to the  extent  that any  officer  or  director  is
successful  in the  defense  of any such legal  proceeding,  the  Registrant  is
required to indemnify him against expenses,  including attorneys' fees, that are
actually and  reasonably  incurred by him in connection  therewith.  The By-Laws
also  contain a  nonexclusivity  clause  which  provides in  substance  that the
indemnification  rights under the By-Laws  shall not be deemed  exclusive of any
other rights to which those seeking  indemnification  may be entitled  under any
agreement  with  the  Registrant,  any  By-Law,  any  vote  of  stockholders  or
disinterested directors of the Registrant or otherwise.

     Consistent  with  section  102(b) of the  Delaware  Law,  Article IX of the
Registrant's  Certificate  of  Incorporation  provides  that a  director  of the
Registrant shall not be liable to the Registrant or its stockholders for damages
for breach of  fiduciary  duties as  director,  subject to certain  limitations.
Article IX does not  eliminate or limit the  liability of a director for (a) any
breach of the director's duty of loyalty to the Registrant or its  stockholders;
(b) any  acts or  omissions  not in good  faith or  which  involved  intentional
misconduct or a knowing violation of law; (c) any conduct that is the subject of
section 174 of the Delaware Law; or (d) any transaction  from which the director
derived an improper personal benefit.

     The Registrant maintains D&O insurance for its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

     See  Exhibit  Index  following  the  signature  page in  this  Registration
Statement, which Exhibit Index is incorporated herein by reference.


                                       3
<PAGE>
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 to:

          (i)  include  any  prospectus  required  by  Section  10(a)(3)  of the
               Securities Act;

          (ii) 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, represents a fundamental change in the information set
               forth in the Registration Statement; and

          (iii)include  any  material  information  with  respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement.

               Provided,  however,  that paragraphs  (a)(l)(i) and (a)(1)(ii) do
               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  Exchange Act that are  incorporated  by
               reference in the Registration Statement.

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

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration  Statement shall be deemed to
     be a new Registration Statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Reference is made to the  indemnification  provisions referred to in Item 6
     of this Registration Statement.

                                       4
<PAGE>
Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.



                                       5
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Village of  Westlake,  State of  California  on September 4,
1998.


                                           COYOTE NETWORK SYSTEMS, INC.



                                           By:  /s/ James J. Fiedler
                                                James J. Fiedler
                                                Chairman of the Board and
                                                Chief Executive Officer

                        ---------------------------------
                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints James J. Fiedler and Edward A. Beeman,  and each
of them,  as true and  lawful  attorney-in  fact and  agent,  with full power of
substitution  and  resubstitution  for him and his name, place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission, granting onto each said attorney-in-fact and
agent full power and  authority  to do and perform  each and every act and thing
necessary to be done in and about the  premises,  as to fully to all intents and
purposes as he might or could do, in person, hereby ratifying and confirming all
that said  attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue hereof.

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


         Signature                  Title                             Date



/s/ James J. Fiedler      Chairman of the Board and            September 4, 1998
------------------------  Chief Executive Officer
James J. Fiedler          (Principal Executive Officer)
                          


/s/ Edward A. Beeman      Executive Vice President,            September 4, 1998
------------------------  Chief Financial Officer and Secretary
Edward A. Beeman          (Principal Financial and Accounting Officer)
                          


                                       6
<PAGE>

/s/ Jack E. Donnelly      Director                             September 4, 1998
------------------------
Jack E. Donnelly



/s/ Daniel W. Latham      Director, President and              September 4, 1998
------------------------  Chief Operating Officer
Daniel W. Latham          



/s/ Sydney B. Lilly       Director                             September 4, 1998
------------------------
Sydney B. Lilly



/s/ Stephen W. Portner    Director                             September 4, 1998
------------------------
Stephen W. Portner



                                       7
<PAGE>
                          COYOTE NETWORK SYSTEMS, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT



                                          Incorporated
Exhibit                                    Herein by       Filed      
Number       Description                  Reference to     Herewith   

4.1    Restated Certificate of                              X
       Incorporation of the Registrant

4.2    By-Laws of the Registrant              1

5      Opinion of Counsel                                   X             

23.1   Consent of Arthur Andersen LLP,                      X             
       Independent Public Accountants

23.2   Consent of Counsel                              Contained in       
                                                       Opinion filed as
                                                       Exhibit 5

23.3   Consent of                                           X             
       PricewaterhouseCoopers
       LLP, Independent Accountants

24     Powers of Attorney               Signatures Page
                                        to Registration                   
                                        Statement
---------------------
1    Incorporated  herein by reference to Exhibit 3.2 of the  Registrant's  Form
     10-K for the year ended March 31, 1997.



                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17257}]
{"company-data": {"conformed-name": "COYOTE NETWORK SYSTEMS INC", "cik": "0000057201", "assigned-sic": "5140", "irs-number": "362448698", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63013", "film-number": "98705151"}, "business-address": {"street1": "4360 PARK TERRACE DRIVE", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361", "phone": "8187357600"}, "mail-address": {"street1": "26025 MUREAU ROAD", "city": "CALABASAS", "state": "CA", "zip": "91302"}, "former-company": [{"former-conformed-name": "DIANA CORP", "date-changed": "19920703"}, {"former-conformed-name": "FH INDUSTRIES CORP", "date-changed": "19850814"}, {"former-conformed-name": "SCOT LAD FOODS INC", "date-changed": "19841202"}]}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        Under The Securities Act Of 1933

                          COYOTE NETWORK SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                        36-2448698
(State or Other Jurisdiction of               (IRS Employer Identification No.)
Incorporation or Organization)

           4360 Park Terrace Drive, Westlake Village, California 91361
               (Address of Principal Executive Offices) (ZIP Code)

                   -------------------------------------------
                          COYOTE NETWORK SYSTEMS, INC.
                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)
                   -------------------------------------------

                                James J. Fiedler
                Chairman of the Board and Chief Executive Officer
                          COYOTE NETWORK SYSTEMS, INC.
               4360 Park Terrace Drive, Westlake Village, CA 91361
                     (Name and Address of Agent for Service)

                                 (818) 735-7600
          (Telephone Number, Including Area Code, of Agent for Service)

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
---------------  ---------- -------------- -------------- ----------------------
                              Proposed       Proposed                           
  Title of         Amount      Maximum        Maximum                           
 Securities to     to be    Offering Price   Aggregate          Amount of       
 be Registered   Registered   Per Share*   Offering Price    Registration Fee   
---------------  ---------- -------------- --------------  ---------------------
---------------  ---------- -------------- --------------  ---------------------
$1.00 par value   150,000       $5.81        $871,500             $258.00
 Common Stock      Shares
---------------  ---------- -------------- -------------- ----------------------
*    For the purpose of computing the registration  fee, Coyote Network Systems,
     Inc.  (the  "Registrant")  has used $5.81 as the average of the bid and ask
     prices of the Common Stock as reported on September 1, 1998 on the NASD OTC
     Bulletin  Board for the offering price per share,  in accordance  with Rule
     457(h) under the Securities Act of 1933, as amended (the "Securities Act").
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan  participants  as specified by Rule 428(b)(1) under the Securities
Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  Registrant  hereby  states that (i) the documents set forth in (a) and
(b) below are incorporated by reference in this Registration Statement, and (ii)
all documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 as  amended  (the
"Exchange  Act"),  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 in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

(a)  The Registrant's annual report on Form 10-K for the fiscal year ended March
     31, 1998.

(b)  The  description  of  the  Registrant's   Common  Stock  contained  in  the
     Registration  Statement  on Form  8-A  dated  February  26,  1997,  and any
     amendment or report filed for the purpose of updating such description.

(c)  The  Registrant's  quarterly  report on Form 10-Q for the quarterly  period
     ended June 30, 1998.

     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  hereof to the extent that a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

Item 4.  Description of Securities

         Not applicable.  See Item 3 above.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

                                       2
Item 6.  Indemnification of Directors and Officers

     Consistent  with  section  145  of the  Delaware  General  Corporation  Law
("Delaware  Law"),  Article IX of the  Registrant's  By-Laws  provides  that the
Registrant  shall  indemnify  any person in  connection  with legal  proceedings
threatened or brought  against him by reason of his present or past status as an
officer or director of the  Registrant  or present or past status as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise  if he is serving in such  capacity at the request of
the Registrant,  against expenses (including attorneys' fees), judgments,  fines
and amounts paid in settlement  actually and reasonably incurred by such person,
provided  that the  person  acted in good  faith and in a manner  he  reasonably
believed to be in or not opposed to the best  interests of the  Registrant,  and
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  The Registrant  shall also indemnify any such
person  in  connection  with any  action  by or in the  right of the  Registrant
provided the person acted in good faith and in a manner he  reasonably  believed
to be in or not opposed to the best interests of the Registrant;  except in such
cases as involve gross  negligence or willful  misconduct in the  performance of
his  duties.  In  addition,  to the  extent  that any  officer  or  director  is
successful  in the  defense  of any such legal  proceeding,  the  Registrant  is
required to indemnify him against expenses,  including attorneys' fees, that are
actually and  reasonably  incurred by him in connection  therewith.  The By-Laws
also  contain a  nonexclusivity  clause  which  provides in  substance  that the
indemnification  rights under the By-Laws  shall not be deemed  exclusive of any
other rights to which those seeking  indemnification  may be entitled  under any
agreement  with  the  Registrant,  any  By-Law,  any  vote  of  stockholders  or
disinterested directors of the Registrant or otherwise.

     Consistent  with  section  102(b) of the  Delaware  Law,  Article IX of the
Registrant's  Certificate  of  Incorporation  provides  that a  director  of the
Registrant shall not be liable to the Registrant or its stockholders for damages
for breach of  fiduciary  duties as  director,  subject to certain  limitations.
Article IX does not  eliminate or limit the  liability of a director for (a) any
breach of the director's duty of loyalty to the Registrant or its  stockholders;
(b) any  acts or  omissions  not in good  faith or  which  involved  intentional
misconduct or a knowing violation of law; (c) any conduct that is the subject of
section 174 of the Delaware Law; or (d) any transaction  from which the director
derived an improper personal benefit.

     The Registrant maintains D&O insurance for its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

     See  Exhibit  Index  following  the  signature  page in  this  Registration
Statement, which Exhibit Index is incorporated herein by reference.

                                       3
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 to:

          (i)  include  any  prospectus  required  by  Section  10(a)(3)  of the
               Securities Act;

          (ii) 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, represents a fundamental change in the information set
               forth in the Registration Statement; and

          (iii)include  any  material  information  with  respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement.

               Provided,  however,  that paragraphs  (a)(l)(i) and (a)(1)(ii) do
               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  Exchange Act that are  incorporated  by
               reference in the Registration Statement.

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

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration  Statement shall be deemed to
     be a new Registration Statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Reference is made to the  indemnification  provisions referred to in Item 6
     of this Registration Statement.

                                       4
Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Village of  Westlake,  State of  California  on September 4,
1998.

                                           COYOTE NETWORK SYSTEMS, INC.

                                           By:  /s/ James J. Fiedler
                                                James J. Fiedler
                                                Chairman of the Board and
                                                Chief Executive Officer

                        ---------------------------------
                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints James J. Fiedler and Edward A. Beeman,  and each
of them,  as true and  lawful  attorney-in  fact and  agent,  with full power of
substitution  and  resubstitution  for him and his name, place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission, granting onto each said attorney-in-fact and
agent full power and  authority  to do and perform  each and every act and thing
necessary to be done in and about the  premises,  as to fully to all intents and
purposes as he might or could do, in person, hereby ratifying and confirming all
that said  attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue hereof.

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

         Signature                  Title                             Date

/s/ James J. Fiedler      Chairman of the Board and            September 4, 1998
------------------------  Chief Executive Officer
James J. Fiedler          (Principal Executive Officer)
                          

/s/ Edward A. Beeman      Executive Vice President,            September 4, 1998
------------------------  Chief Financial Officer and Secretary
Edward A. Beeman          (Principal Financial and Accounting Officer)
                          

                                       6
/s/ Jack E. Donnelly      Director                             September 4, 1998
------------------------
Jack E. Donnelly

/s/ Daniel W. Latham      Director, President and              September 4, 1998
------------------------  Chief Operating Officer
Daniel W. Latham          

/s/ Sydney B. Lilly       Director                             September 4, 1998
------------------------
Sydney B. Lilly

/s/ Stephen W. Portner    Director                             September 4, 1998
------------------------
Stephen W. Portner

                                       7
COYOTE NETWORK SYSTEMS, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

                                          Incorporated
Exhibit                                    Herein by       Filed      
Number       Description                  Reference to     Herewith   

4.1    Restated Certificate of                              X
       Incorporation of the Registrant

4.2    By-Laws of the Registrant              1

5      Opinion of Counsel                                   X             

23.1   Consent of Arthur Andersen LLP,                      X             
       Independent Public Accountants

23.2   Consent of Counsel                              Contained in       
                                                       Opinion filed as
                                                       Exhibit 5

23.3   Consent of                                           X             
       PricewaterhouseCoopers
       LLP, Independent Accountants

24     Powers of Attorney               Signatures Page
                                        to Registration                   
                                        Statement
---------------------
1    Incorporated  herein by reference to Exhibit 3.2 of the  Registrant's  Form
     10-K for the year ended March 31, 1997.

                                       8