As filed with the Securities and Exchange Commission on March 21, 2000
                                                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, Suite 225, San Francisco, California 94103
               (Address of principal executive offices) (Zip Code)

                              SOFTNET SYSTEMS, INC.

          THE SOFTNET SYSTEMS, INC. 2000 EMPOLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)


                            Dr. Lawrence B. Brilliant
                Chairman of the Board and Chief Executive Officer
                              SOFTNET SYSTEMS, INC.
         650 Townsend Street, Suite 225, 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(1)             Registered(2)          per Share(3)               Price                Fee(2)
<S>                                          <C>                        <C>               <C>                     <C>

Common Stock , $01 Par Value                 2,325,000 shares           $29.34            $68,215,500             $18,009

=============================================================================================================================
                                                                              Aggregate Registration Fee:         $18,009
=============================================================================================================================
</TABLE>

(1)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests  to be offered or sold  pursuant  to the  employee  benefit  plan
     described herein.

(2)  This  registration  statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable  under The SoftNet  Systems,  Inc. 2000
     Employee Stock Purchase 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 outstanding shares of the Registrant's Common Stock.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) under the Securities  Act of 1933, as amended,  and
     is based on the  average  of the high  and low sale  prices  of the  Common
     Stock, as reported on The Nasdaq National Market on March 16, 2000.


          Proposed sale to take place as soon after the effective date
                of the registration statement as options granted
                          under the Plan are exercised.
================================================================================
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  called  for in Part I of Form S-8 is not being  filed
with or included in this Form S-8 (by  incorporation  by reference or otherwise)
in accordance with the rules and regulations of the SEC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The   following   documents,   which  were  filed  with  the  SEC,  are
incorporated herein by reference:

                  (a)      Our Annual  Report on Form 10-K for the  fiscal  year
                           ended  September  30,  1999,  filed  with  the SEC on
                           December 29, 1999;

                  (b)      Our  Quarterly  Report  on Form  10-Q for the  fiscal
                           quarter ended  December 31, 1999,  filed with the SEC
                           on February 14, 2000;

                  (c)      Our Current Reports on Form 8-K filed with the SEC on
                           October 15, 1999, October 21, 1999, December 30, 1999
                           and March 17, 2000; and

                  (d)      The  description of the common stock,  par value $.01
                           per share, contained in our registration statement on
                           Form 8-A,  filed with the SEC on April 14,  1999,  as
                           amended by our registration  statement on Form 8-A/A,
                           filed with the SEC on April 22, 1999,  including  any
                           subsequently  filed  amendments and reports  updating
                           such description.

         In addition,  all documents  which we file  pursuant to Section  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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 herein and to be a part of this registration statement
from the date of the 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 this registration  statement,  or in
any  other  subsequently  filed  document  which  also  is  or is  deemed  to be
incorporated by reference in this registration statement, 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.

         Our certificate of incorporation  limits the liability of our 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:
<PAGE>

     o    any breach of such director's duty of loyalty to the corporation;

     o    any acts or omissions  not in good faith or that  involve  intentional
          misconduct or a knowing violation of law;

     o    any unlawful  payments of dividends or unlawful  stock  repurchases or
          redemptions  as  provided  in  Section  174  of the  Delaware  General
          Corporation Law; or

     o    any  transaction  from which a director  derives an improper  personal
          benefit.

         Our  bylaws  provide  that  we will  indemnify  our  directors  and may
indemnify our officers,  employees and other agents to the full extent permitted
by law.  We  believe  that  indemnification  under  our  bylaws  covers at least
negligence and gross negligence on the part of an indemnified  party and permits
us 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 one  of  our  directors,  officers,  employees  or  agents  upon  an
undertaking by such party to repay such advances if it is ultimately  determined
that such party is not entitled to indemnification.

         We have entered into separate  indemnification  agreements with each of
our directors and officers.  These agreements require us, 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 one of our directors or officers,  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 us. We
believe  that  our  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.

         See Index to Exhibits on page 6.

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:

                           (i)  To include any prospectus required by Section 10
                 (a)(3) of the Securities 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.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed with the SEC pursuant to Rule 424(b) if,
                  in the aggregate, the changes in volume and price represent no
                  more  than  a 20  percent  change  in  the  maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement; and
<PAGE>

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this registration  statement or any material change to such
                  information in this registration statement;

                  provided, however, that paragraphs (a)(1)(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  with or  furnished  to the SEC by us
                  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) 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 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.

         (h)  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 SEC 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 one of our directors,
officers or controlling persons 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 our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
us 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 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  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of San Francisco, State of California, on this 20 th day
of March, 2000.

                    SOFTNET SYSTEMS, INC.



                    By: /s/ Dr. Lawrence B. Brilliant
                        -------------------------------------------------
                                    Dr. Lawrence B. Brilliant
                        Chairman of the Board and Chief Executive 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.


Signature                                Title                       Date


/s/ Lawrence B. Brilliant
--------------------------
Dr. Lawrence B. Brilliant         Chairman of the Board       March 20, 2000
                              and Chief Executive Officer

/s/ Ronald I. Simon
--------------------------
Ronald I. Simon                    Vice Chairman of           March 20, 2000
                                      the Board of

/s/ Ian B. Aaron
--------------------------
Ian B. Aaron                      Director and President      March 20, 2000

/s/ Douglas S. Sinclair
--------------------------
Douglas S. Sinclair               Chief Financial Officer     March 20, 2000

/s/ Edward A. Bennett
--------------------------
Edward A. Bennett                      Director               March 20, 2000

/s/ George C. Chan
--------------------------
George C. Chan                         Director               March 20, 2000

/s/ Rocco B. Commisso
--------------------------
Rocco B. Commisso                      Director               March 20, 2000

/s/ Robert C. Harris, Jr.
--------------------------
Robert C. Harris, Jr.                  Director               March 20, 2000


<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT

5.1                 Opinion of Jason G. Wilson, our Assistant General Counsel.

23.1                Consent of Jason G.  Wilson,  our  Assistant  General
                    Counsel  (included  in Exhibit 5.1).

23.2                Consent of KPMG LLP, Independent Auditors.

23.3                Consent of PricewaterhouseCoopers LLP, Independent Auditors.

24.1                Power  of  Attorney  (included  in the  signature  page to
                    this  registration statement).

99.1                The SoftNet Systems, Inc. 2000 Employee Stock Purchase Plan
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19204}]
{"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": "333-32962", "film-number": "575061"}, "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 March 21, 2000
                                                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, Suite 225, San Francisco, California 94103
               (Address of principal executive offices) (Zip Code)

                              SOFTNET SYSTEMS, INC.

          THE SOFTNET SYSTEMS, INC. 2000 EMPOLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                            Dr. Lawrence B. Brilliant
                Chairman of the Board and Chief Executive Officer
                              SOFTNET SYSTEMS, INC.
         650 Townsend Street, Suite 225, 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(1)             Registered(2)          per Share(3)               Price                Fee(2)
Common Stock , $01 Par Value                 2,325,000 shares           $29.34            $68,215,500             $18,009

=============================================================================================================================
                                                                              Aggregate Registration Fee:         $18,009
=============================================================================================================================
(1)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests  to be offered or sold  pursuant  to the  employee  benefit  plan
     described herein.

(2)  This  registration  statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable  under The SoftNet  Systems,  Inc. 2000
     Employee Stock Purchase 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 outstanding shares of the Registrant's Common Stock.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) under the Securities  Act of 1933, as amended,  and
     is based on the  average  of the high  and low sale  prices  of the  Common
     Stock, as reported on The Nasdaq National Market on March 16, 2000.

          Proposed sale to take place as soon after the effective date
                of the registration statement as options granted
                          under the Plan are exercised.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  called  for in Part I of Form S-8 is not being  filed
with or included in this Form S-8 (by  incorporation  by reference or otherwise)
in accordance with the rules and regulations of the SEC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The   following   documents,   which  were  filed  with  the  SEC,  are
incorporated herein by reference:

                  (a)      Our Annual  Report on Form 10-K for the  fiscal  year
                           ended  September  30,  1999,  filed  with  the SEC on
                           December 29, 1999;

                  (b)      Our  Quarterly  Report  on Form  10-Q for the  fiscal
                           quarter ended  December 31, 1999,  filed with the SEC
                           on February 14, 2000;

                  (c)      Our Current Reports on Form 8-K filed with the SEC on
                           October 15, 1999, October 21, 1999, December 30, 1999
                           and March 17, 2000; and

                  (d)      The  description of the common stock,  par value $.01
                           per share, contained in our registration statement on
                           Form 8-A,  filed with the SEC on April 14,  1999,  as
                           amended by our registration  statement on Form 8-A/A,
                           filed with the SEC on April 22, 1999,  including  any
                           subsequently  filed  amendments and reports  updating
                           such description.

         In addition,  all documents  which we file  pursuant to Section  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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 herein and to be a part of this registration statement
from the date of the 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 this registration  statement,  or in
any  other  subsequently  filed  document  which  also  is  or is  deemed  to be
incorporated by reference in this registration statement, 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.

         Our certificate of incorporation  limits the liability of our 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:
o    any breach of such director's duty of loyalty to the corporation;

     o    any acts or omissions  not in good faith or that  involve  intentional
          misconduct or a knowing violation of law;

     o    any unlawful  payments of dividends or unlawful  stock  repurchases or
          redemptions  as  provided  in  Section  174  of the  Delaware  General
          Corporation Law; or

     o    any  transaction  from which a director  derives an improper  personal
          benefit.

         Our  bylaws  provide  that  we will  indemnify  our  directors  and may
indemnify our officers,  employees and other agents to the full extent permitted
by law.  We  believe  that  indemnification  under  our  bylaws  covers at least
negligence and gross negligence on the part of an indemnified  party and permits
us 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 one  of  our  directors,  officers,  employees  or  agents  upon  an
undertaking by such party to repay such advances if it is ultimately  determined
that such party is not entitled to indemnification.

         We have entered into separate  indemnification  agreements with each of
our directors and officers.  These agreements require us, 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 one of our directors or officers,  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 us. We
believe  that  our  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.

         See Index to Exhibits on page 6.

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:

                           (i)  To include any prospectus required by Section 10
                 (a)(3) of the Securities 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.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed with the SEC pursuant to Rule 424(b) if,
                  in the aggregate, the changes in volume and price represent no
                  more  than  a 20  percent  change  in  the  maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement; and
(iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this registration  statement or any material change to such
                  information in this registration statement;

                  provided, however, that paragraphs (a)(1)(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  with or  furnished  to the SEC by us
                  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) 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 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.

         (h)  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 SEC 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 one of our directors,
officers or controlling persons 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 our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
us 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 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  to be  signed  on our  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of San Francisco, State of California, on this 20 th day
of March, 2000.

                    SOFTNET SYSTEMS, INC.

                    By: /s/ Dr. Lawrence B. Brilliant
                        -------------------------------------------------
                                    Dr. Lawrence B. Brilliant
                        Chairman of the Board and Chief Executive 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.

Signature                                Title                       Date

/s/ Lawrence B. Brilliant
--------------------------
Dr. Lawrence B. Brilliant         Chairman of the Board       March 20, 2000
                              and Chief Executive Officer

/s/ Ronald I. Simon
--------------------------
Ronald I. Simon                    Vice Chairman of           March 20, 2000
                                      the Board of

/s/ Ian B. Aaron
--------------------------
Ian B. Aaron                      Director and President      March 20, 2000

/s/ Douglas S. Sinclair
--------------------------
Douglas S. Sinclair               Chief Financial Officer     March 20, 2000

/s/ Edward A. Bennett
--------------------------
Edward A. Bennett                      Director               March 20, 2000

/s/ George C. Chan
--------------------------
George C. Chan                         Director               March 20, 2000

/s/ Rocco B. Commisso
--------------------------
Rocco B. Commisso                      Director               March 20, 2000

/s/ Robert C. Harris, Jr.
--------------------------
Robert C. Harris, Jr.                  Director               March 20, 2000
INDEX TO EXHIBITS

EXHIBIT

5.1                 Opinion of Jason G. Wilson, our Assistant General Counsel.

23.1                Consent of Jason G.  Wilson,  our  Assistant  General
                    Counsel  (included  in Exhibit 5.1).

23.2                Consent of KPMG LLP, Independent Auditors.

23.3                Consent of PricewaterhouseCoopers LLP, Independent Auditors.

24.1                Power  of  Attorney  (included  in the  signature  page to
                    this  registration statement).

99.1                The SoftNet Systems, Inc. 2000 Employee Stock Purchase Plan