AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 2002
                                                 REGISTRATION NO. 333-__________
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          EXTENDED SYSTEMS INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                       82-0399670
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                       Identification Number)

                    5777 NORTH MEEKER AVENUE, BOISE, ID 83713
               (Address of principal executive office) (Zip Code)

                                 1998 STOCK PLAN
         EXTENDED SYSTEMS INCORPORATED 2001 APPROVED SHARE OPTION SCHEME
                            (Full title of the plan)

                                STEVEN D. SIMPSON
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          EXTENDED SYSTEMS INCORPORATED
                            5777 NORTH MEEKER AVENUE
                               BOISE, IDAHO 83713
                     (Name and address of agent for service)

                                 (208) 322-7575
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
<S>                                                     <C>              <C>              <C>                   <C>
======================================================= ================ ================ ===================== =================
                                                                            PROPOSED            PROPOSED
                                                                            MAXIMUM              MAXIMUM
                                                            AMOUNT          OFFERING            AGGREGATE           AMOUNT OF
                 TITLE OF SECURITIES                        TO BE            PRICE              OFFERING          REGISTRATION
                   TO BE REGISTERED                      REGISTERED (1)    PER SHARE              PRICE                FEE
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved          323,016           $2.60 (3)       $839,841.60 (3)       $77.27
for issuance under the 1998 Stock Plan
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved           93,864           $1.48 (2)       $138,918.72 (2)       $12.79
for issuance under the 1998 Stock Plan
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          6,737         $15.125 (3)       $101,897.13 (3)        $9.38
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          1,899           $6.75 (3)        $12,818.25 (3)        $1.18
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          3,000           $7.11 (3)        $21,330.00 (3)        $1.97
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          2,000           $6.85 (3)        $13,700.00 (3)        $1.27
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          1,000           $2.85 (3)         $2,850.00 (3)        $0.27
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated         20,000           $4.05 (3)        $81,000.00 (3)        $7.46
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
</TABLE>
<PAGE>

<TABLE><CAPTION>
<S>                                                     <C>              <C>              <C>                   <C>
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          1,400           $6.88 (3)         $9,632.00 (3)        $0.89
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          4,000           $2.38 (3)         $9,520.00 (3)        $0.88
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated         27,749           $2.60 (3)        $72,147.40 (3)        $6.64
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated         13,226           $1.48 (2)        $19,574.48 (2)        $1.81
2001 Approved Share Option Scheme
---------------------------------------------------------------------------------------------------------------------------------
Totals                                                      497,891                         $1,323,229.58          $121.81
======================================================= ================ ================ ===================== =================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of our
     Common Stock that become issuable under the 1998 Stock Plan and the
     Extended Systems Incorporated 2001 Approved Share Option Scheme (each a
     "Plan", and together the "Plans") by reason of any stock dividend, stock
     split, recapitalization or any other similar transaction effected without
     the receipt of consideration that results in an increase in the number of
     our outstanding shares of Common Stock.

(2)  Estimated, in accordance with Rule 457(c) of Regulation C promulgated under
     the Securities Act of 1933, as amended, solely for the purpose of
     calculating the registration fee on the basis of $1.48 per share, the
     average of the high and low price of the Common Stock as reported on Nasdaq
     National Market on September 30, 2002.

(3)  Estimated, in accordance with 457(h) of Regulation C promulgated under the
     Securities Act of 1933, as amended, solely for the purpose of calculating
     the registration fee.
<PAGE>

                          EXTENDED SYSTEMS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

            We are incorporating by reference into this Registration Statement
the following documents that we have filed with the Securities and Exchange
Commission:

            (a)  Our latest Annual Report on Form 10-K for the year ended June
                 30, 2002, filed pursuant to Section 13(a) of the Securities
                 Exchange Act of 1934, as amended (the "1934 Act") (File No.
                 000-23597).

            (b)  Our Current Reports on Form 8-K filed on September 16, 2002,
                 filed pursuant to Section 13 or 15(d) of the 1934 Act (File No.
                 000-23597).

            (c)  The description of our Common Stock contained in our
                 Registration Statement on Form 8-A, pursuant to Section 12(b)
                 of the 1934 Act (File No. 1-10658), including any amendment or
                 report filed with the Securities and Exchange Commission for
                 the purpose of updating such description.

            All reports and other documents filed by us pursuant to Sections
13(a), 13(c), 14 and 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 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 part hereof from the date of filing 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 permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
<PAGE>

            Our Amended and Restated Certificate of Incorporation provides for
the indemnification of directors to the fullest extent permissible under
Delaware law.

            Our Bylaws provide for the indemnification of officers, directors
and third parties acting on our behalf if such person acted in good faith and in
a manner reasonably believed to be in and not opposed to our best interest, and,
with respect to any criminal action or proceeding, the indemnified party had no
reason to believe his conduct was unlawful.

            We have entered into indemnification agreements with our directors
and executive officers, in addition to indemnification provided for in our
Bylaws, and intend to enter into indemnification agreements with any new
directors and executive officers in the future.

            We carry officer and director liability insurance with respect to
certain matters, including matters arising under the Securities Act of 1933, as
amended (the "Securities Act").

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.   EXHIBITS.

    EXHIBIT NUMBER
    --------------
        4.1          Form of Common Stock Certificate (1)
        5.1          Opinion of Counsel
       10.2.1        1998 Stock Plan and Form of Stock Option Agreement
                     thereunder (1)
       10.2.2        Amendment 1 to the 1998 Stock Plan (2)
       10.8          Extended Systems Incorporated 2001 Approved Share Option
                     Scheme  (2)
       23.1          Consent of Independent Accountants
       23.2          Consent of Counsel (included in Exhibit 5.1)
       24.1          Power of Attorney (see page 5)

--------------------------------------------------------------------------------

(1)  Incorporated by reference to our Registration Statement on Form S-1 (File
     No. 333-42709), as amended, which was declared effective by the Securities
     and Exchange Commission on March 4, 1998.
(2)  Incorporated by reference to our Annual Report on Form 10-K for the fiscal
     year ended June 30, 2002, which was filed with the Securities and Exchange
     Commission on September 23, 2002.

ITEM 9.   UNDERTAKINGS.

          (a)  We hereby undertake:

                (1)  To file, during any period in which offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement to include any material information with respect
                     to the plan of distribution not previously disclosed in the
<PAGE>

                     Registration Statement or any material change to this
                     information in the Registration Statement.

                (2)  That, for the purpose of determining any liability under
                     the Securities Act, each such post-effective amendment will
                     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)  We hereby undertake that, for purposes of determining any
               liability under the Securities Act, each filing of our annual
               report pursuant to Section 13(a) or Section 15(d) of the 1934 Act
               (and, where applicable, each filing of an employee benefit plan's
               annual report pursuant to Section 15(d) of the 1934 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)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to our directors, officers and
               controlling persons pursuant to the foregoing provisions, or
               otherwise, we have 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 our payment
               of expenses incurred or paid by one of our directors, officers or
               a controlling person 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, we will, unless in the opinion of its counsel the
               matter has been settled by controlling precedent, submit to a
               court of appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Securities Act and will be governed by the final adjudication
               of such issue.
<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, we hereby certify that we have reasonable grounds to believe that we
meet all of the requirements for filing on Form S-8 and have duly caused this
Registration Statement on Form S-8 to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of Boise, State of Idaho, on
this 1st day of October, 2002.

                                     EXTENDED SYSTEMS INCORPORATED

                                     By:  /s/ Karla K. Rosa
                                         ---------------------------------------
                                     Karla K. Rosa
                                     Vice President of Finance and Chief
                                     Financial Officer

<PAGE>

                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven D. Simpson and Karla K. Rosa,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

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

         SIGNATURE                         TITLE                        Date
         ---------                         -----                        ----

  /s/ Steven D. Simpson         President, Chief Executive            10/1/02
  --------------------------    Officer and Director (Principal
  Steven D. Simpson             Executive Officer)

  /s/ Karla K. Rosa             Vice President, Finance, and          10/1/02
  --------------------------    Chief Financial Officer
  Karla K. Rosa                 (Principal Financial and
                                Accounting Officer)

  /s/ Raymond A. Smelek         Director                              10/1/02
  --------------------------
  Raymond A. Smelek

  /s/ Charles W. Jepson         Director                              10/1/02
  --------------------------
  Charles W. Jepson

  /s/ John J. Katsaros          Director                              10/1/02
  --------------------------
  John J. Katsaros

  /s/ Russel H. McMeekin        Director                              10/1/02
  --------------------------
  Russel McMeekin

  /s/ John M. Russell           Director                              10/1/02
  --------------------------
  John M. Russell

  /s/ S. Scott Wald             Director                              10/1/02
  --------------------------
  S. Scott Wald

  /s/ Douglas B. Winterrowd     Director                              10/1/02
  --------------------------
  Douglas B. Winterrowd
<PAGE>


                                  EXHIBIT INDEX
--------------------------------------------------------------------------------
ITEM 8.   EXHIBITS.

    EXHIBIT NUMBER
    --------------
        4.1          Form of Common Stock Certificate (1)
        5.1          Opinion of Counsel
       10.2.1        1998 Stock Plan and Form of Stock Option Agreement
                     thereunder (1)
       10.2.2        Amendment 1 to the 1998 Stock Plan (2)
       10.8          Extended Systems Incorporated 2001 Approved Share Option
                     Scheme  (2)
       23.1          Consent of Independent Accountants
       23.2          Consent of Counsel (included in Exhibit 5.1)
       24.1          Power of Attorney (page 5)

--------------------------------------------------------------------------------

(1)  Incorporated by reference to our Registration Statement on Form S-1 (File
     No. 333-42709), as amended, which was declared effective by the Securities
     and Exchange Commission on March 4, 1998.
(2)  Incorporated by reference to our Annual Report on Form 10-K for the fiscal
     year ended June 30, 2002, which was filed with the Securities and Exchange
     Commission on September 23, 2002.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 2002
                                                 REGISTRATION NO. 333-__________
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          EXTENDED SYSTEMS INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                       82-0399670
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                       Identification Number)

                    5777 NORTH MEEKER AVENUE, BOISE, ID 83713
               (Address of principal executive office) (Zip Code)

                                 1998 STOCK PLAN
         EXTENDED SYSTEMS INCORPORATED 2001 APPROVED SHARE OPTION SCHEME
                            (Full title of the plan)

                                STEVEN D. SIMPSON
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          EXTENDED SYSTEMS INCORPORATED
                            5777 NORTH MEEKER AVENUE
                               BOISE, IDAHO 83713
                     (Name and address of agent for service)

                                 (208) 322-7575
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
======================================================= ================ ================ ===================== =================
                                                                            PROPOSED            PROPOSED
                                                                            MAXIMUM              MAXIMUM
                                                            AMOUNT          OFFERING            AGGREGATE           AMOUNT OF
                 TITLE OF SECURITIES                        TO BE            PRICE              OFFERING          REGISTRATION
                   TO BE REGISTERED                      REGISTERED (1)    PER SHARE              PRICE                FEE
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved          323,016           $2.60 (3)       $839,841.60 (3)       $77.27
for issuance under the 1998 Stock Plan
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved           93,864           $1.48 (2)       $138,918.72 (2)       $12.79
for issuance under the 1998 Stock Plan
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          6,737         $15.125 (3)       $101,897.13 (3)        $9.38
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          1,899           $6.75 (3)        $12,818.25 (3)        $1.18
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          3,000           $7.11 (3)        $21,330.00 (3)        $1.97
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          2,000           $6.85 (3)        $13,700.00 (3)        $1.27
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          1,000           $2.85 (3)         $2,850.00 (3)        $0.27
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated         20,000           $4.05 (3)        $81,000.00 (3)        $7.46
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          1,400           $6.88 (3)         $9,632.00 (3)        $0.89
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated          4,000           $2.38 (3)         $9,520.00 (3)        $0.88
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated         27,749           $2.60 (3)        $72,147.40 (3)        $6.64
2001 Approved Share Option Scheme
------------------------------------------------------- ---------------- ---------------- --------------------- -----------------
Common Stock (par value $0.001 per share) reserved
for issuance under the Extended Systems Incorporated         13,226           $1.48 (2)        $19,574.48 (2)        $1.81
2001 Approved Share Option Scheme
---------------------------------------------------------------------------------------------------------------------------------
Totals                                                      497,891                         $1,323,229.58          $121.81
======================================================= ================ ================ ===================== =================
(1)  This Registration Statement shall also cover any additional shares of our
     Common Stock that become issuable under the 1998 Stock Plan and the
     Extended Systems Incorporated 2001 Approved Share Option Scheme (each a
     "Plan", and together the "Plans") by reason of any stock dividend, stock
     split, recapitalization or any other similar transaction effected without
     the receipt of consideration that results in an increase in the number of
     our outstanding shares of Common Stock.

(2)  Estimated, in accordance with Rule 457(c) of Regulation C promulgated under
     the Securities Act of 1933, as amended, solely for the purpose of
     calculating the registration fee on the basis of $1.48 per share, the
     average of the high and low price of the Common Stock as reported on Nasdaq
     National Market on September 30, 2002.

(3)  Estimated, in accordance with 457(h) of Regulation C promulgated under the
     Securities Act of 1933, as amended, solely for the purpose of calculating
     the registration fee.
EXTENDED SYSTEMS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

            We are incorporating by reference into this Registration Statement
the following documents that we have filed with the Securities and Exchange
Commission:

            (a)  Our latest Annual Report on Form 10-K for the year ended June
                 30, 2002, filed pursuant to Section 13(a) of the Securities
                 Exchange Act of 1934, as amended (the "1934 Act") (File No.
                 000-23597).

            (b)  Our Current Reports on Form 8-K filed on September 16, 2002,
                 filed pursuant to Section 13 or 15(d) of the 1934 Act (File No.
                 000-23597).

            (c)  The description of our Common Stock contained in our
                 Registration Statement on Form 8-A, pursuant to Section 12(b)
                 of the 1934 Act (File No. 1-10658), including any amendment or
                 report filed with the Securities and Exchange Commission for
                 the purpose of updating such description.

            All reports and other documents filed by us pursuant to Sections
13(a), 13(c), 14 and 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 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 part hereof from the date of filing 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 permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Our Amended and Restated Certificate of Incorporation provides for
the indemnification of directors to the fullest extent permissible under
Delaware law.

            Our Bylaws provide for the indemnification of officers, directors
and third parties acting on our behalf if such person acted in good faith and in
a manner reasonably believed to be in and not opposed to our best interest, and,
with respect to any criminal action or proceeding, the indemnified party had no
reason to believe his conduct was unlawful.

            We have entered into indemnification agreements with our directors
and executive officers, in addition to indemnification provided for in our
Bylaws, and intend to enter into indemnification agreements with any new
directors and executive officers in the future.

            We carry officer and director liability insurance with respect to
certain matters, including matters arising under the Securities Act of 1933, as
amended (the "Securities Act").

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.   EXHIBITS.

    EXHIBIT NUMBER
    --------------
        4.1          Form of Common Stock Certificate (1)
        5.1          Opinion of Counsel
       10.2.1        1998 Stock Plan and Form of Stock Option Agreement
                     thereunder (1)
       10.2.2        Amendment 1 to the 1998 Stock Plan (2)
       10.8          Extended Systems Incorporated 2001 Approved Share Option
                     Scheme  (2)
       23.1          Consent of Independent Accountants
       23.2          Consent of Counsel (included in Exhibit 5.1)
       24.1          Power of Attorney (see page 5)

--------------------------------------------------------------------------------

(1)  Incorporated by reference to our Registration Statement on Form S-1 (File
     No. 333-42709), as amended, which was declared effective by the Securities
     and Exchange Commission on March 4, 1998.
(2)  Incorporated by reference to our Annual Report on Form 10-K for the fiscal
     year ended June 30, 2002, which was filed with the Securities and Exchange
     Commission on September 23, 2002.

ITEM 9.   UNDERTAKINGS.

          (a)  We hereby undertake:

                (1)  To file, during any period in which offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement to include any material information with respect
                     to the plan of distribution not previously disclosed in the
Registration Statement or any material change to this
                     information in the Registration Statement.

                (2)  That, for the purpose of determining any liability under
                     the Securities Act, each such post-effective amendment will
                     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)  We hereby undertake that, for purposes of determining any
               liability under the Securities Act, each filing of our annual
               report pursuant to Section 13(a) or Section 15(d) of the 1934 Act
               (and, where applicable, each filing of an employee benefit plan's
               annual report pursuant to Section 15(d) of the 1934 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)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to our directors, officers and
               controlling persons pursuant to the foregoing provisions, or
               otherwise, we have 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 our payment
               of expenses incurred or paid by one of our directors, officers or
               a controlling person 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, we will, unless in the opinion of its counsel the
               matter has been settled by controlling precedent, submit to a
               court of appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Securities Act and will be governed by the final adjudication
               of such issue.
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, we hereby certify that we have reasonable grounds to believe that we
meet all of the requirements for filing on Form S-8 and have duly caused this
Registration Statement on Form S-8 to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of Boise, State of Idaho, on
this 1st day of October, 2002.

                                     EXTENDED SYSTEMS INCORPORATED

                                     By:  /s/ Karla K. Rosa
                                         ---------------------------------------
                                     Karla K. Rosa
                                     Vice President of Finance and Chief
                                     Financial Officer
POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven D. Simpson and Karla K. Rosa,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

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

         SIGNATURE                         TITLE                        Date
         ---------                         -----                        ----

  /s/ Steven D. Simpson         President, Chief Executive            10/1/02
  --------------------------    Officer and Director (Principal
  Steven D. Simpson             Executive Officer)

  /s/ Karla K. Rosa             Vice President, Finance, and          10/1/02
  --------------------------    Chief Financial Officer
  Karla K. Rosa                 (Principal Financial and
                                Accounting Officer)

  /s/ Raymond A. Smelek         Director                              10/1/02
  --------------------------
  Raymond A. Smelek

  /s/ Charles W. Jepson         Director                              10/1/02
  --------------------------
  Charles W. Jepson

  /s/ John J. Katsaros          Director                              10/1/02
  --------------------------
  John J. Katsaros

  /s/ Russel H. McMeekin        Director                              10/1/02
  --------------------------
  Russel McMeekin

  /s/ John M. Russell           Director                              10/1/02
  --------------------------
  John M. Russell

  /s/ S. Scott Wald             Director                              10/1/02
  --------------------------
  S. Scott Wald

  /s/ Douglas B. Winterrowd     Director                              10/1/02
  --------------------------
  Douglas B. Winterrowd
EXHIBIT INDEX
--------------------------------------------------------------------------------
ITEM 8.   EXHIBITS.

    EXHIBIT NUMBER
    --------------
        4.1          Form of Common Stock Certificate (1)
        5.1          Opinion of Counsel
       10.2.1        1998 Stock Plan and Form of Stock Option Agreement
                     thereunder (1)
       10.2.2        Amendment 1 to the 1998 Stock Plan (2)
       10.8          Extended Systems Incorporated 2001 Approved Share Option
                     Scheme  (2)
       23.1          Consent of Independent Accountants
       23.2          Consent of Counsel (included in Exhibit 5.1)
       24.1          Power of Attorney (page 5)

--------------------------------------------------------------------------------

(1)  Incorporated by reference to our Registration Statement on Form S-1 (File
     No. 333-42709), as amended, which was declared effective by the Securities
     and Exchange Commission on March 4, 1998.
(2)  Incorporated by reference to our Annual Report on Form 10-K for the fiscal
     year ended June 30, 2002, which was filed with the Securities and Exchange
     Commission on September 23, 2002.