<PAGE>
 
As filed with the Securities and Exchange Commission on November 19, 1996
                                                 Registration No. 333-__________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM S-8/S-3

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                         ----------------------------
                            SCOPUS TECHNOLOGY, INC.
            (Exact name of registrant as specified in its charter)

                 CALIFORNIA                          94-3134998
     (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)           Identification Number)

                          1900 POWELL ST., SUITE 700
                         EMERYVILLE, CALIFORNIA 94608
                                (510) 428-0500
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                            1991 STOCK OPTION PLAN
                               FOUNDER'S OPTIONS

                           (Full title of the plans)
                           -------------------------
                                MICHELE AXELSON
                            CHIEF FINANCIAL OFFICER
                            SCOPUS TECHNOLOGY, INC.
                          1900 POWELL ST., SUITE 700
                         EMERYVILLE, CALIFORNIA 94608
                                (510) 428-0500
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                           -------------------------
                                   Copy to:

                            HOWARD S. ZEPRUN, ESQ.
                      WILSON, SONSINI, GOODRICH & ROSATI
                           PROFESSIONAL CORPORATION
                              650 PAGE MILL ROAD
                       PALO ALTO, CALIFORNIA 94304-1050

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
          Title of Securities               |  Amount to be | Proposed Maximum  |  Proposed Maximum  |  Amount of
            to be Registered                |   Registered  |  Offering Price   | Aggregate Offering | Registration
                                            |               |     Per Share     |       Price        |     Fee
--------------------------------------------+---------------+-------------------+--------------------+-------------
<S>                                         |  <C>          | <C>               | <C>                | <C>
Common Stock, $0.001 par value              |               |                   |                    |
--------------------------------------------+---------------+-------------------+--------------------+-------------
-  1991 Stock Option Plan (the "1991 Plan") |    500,000    |     $37.44 (1)    |     $18,720,000    |   $5,672.73
--------------------------------------------+---------------+-------------------+--------------------+-------------
-  Founder's Options                        |     30,000    |     $0.816        |     $ 24,480.00    |   $    7.42
--------------------------------------------+---------------+-------------------+--------------------+-------------
      Total                                 |    530,000    |                   |     $18,744,480    |   $ 5680.15
===================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
    calculating the registration fee.  The proposed maximum offering price per
    share with respect to the 500,000 shares reserved for issuance under the
    1991 Stock Option Plan has been estimated to be the average of the high and
    low prices reported in the Nasdaq National Market on November  13, 1996.
<PAGE>
 
                            SCOPUS TECHNOLOGY, INC.

                                 30,000 Shares

                                 Common Stock
                          --------------------------

     This Prospectus relates to 30,000 shares of Common Stock, $0.001 par value
per share ("Common Stock"), of Scopus Technology, Inc. (the "Company"), which
may be offered from time to time by certain Selling Shareholders named herein
(the "Selling Shareholders") for their respective own benefit.  Such shares may
be sold by the respective Selling Shareholders pursuant to certain options
("Founder's Options") previously granted by the respective Selling Shareholders
to employees of and/or consultants to the Company.  The Company will receive no
part of the proceeds from sales made by Selling Shareholders hereunder.  All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by a Selling
Shareholder will be borne by such Selling Shareholder.  None of the shares
offered pursuant to this Prospectus have been registered prior to the filing of
the Registration Statement of which this Prospectus is a part.


     The Selling Shareholders may under certain circumstances be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").


     The Common Stock of the Company is traded in the over-the-counter market.
On November 13 , 1996, the closing price of the Company's Common Stock, as
reported by NASDAQ's National Market System in The Wall Street Journal, was
$38-1/4 (NASDAQ Symbol: SCOP).

     SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF
CERTAIN RISK FACTORS APPLICABLE TO ANY PURCHASE OF SHARES HEREUNDER.

           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
              THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                  EXCHANGE COMMISSION OR ANY STATE SECURITIES
                     COMMISSION PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THIS PROSPECTUS.  ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is November 18, 1996
<PAGE>
 
     No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not  be relied upon as having been authorized by the
Company or the Selling Shareholder.  This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, nor shall there be any sale
of these securities by any person in any jurisdiction in which it is unlawful
for such person to make such offer, solicitation or sale.  Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create an implication that the information contained herein is correct as of any
time subsequent to the date hereof.

     The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents.  Requests for such copies should be directed to the Company's Chief
Financial Officer at 1900 Powell Street, Suite 700, Emeryville, CA  94608.  The
Company's telephone number at that location is (510) 428-0500.

     The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission").  Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Room of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511 and
7 World Trade Center, Suite 1300, New York, NY 10048; and copies of such
material can be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549, at prescribed rates.  The Commission maintains a World
Wide Web site that contains reports, proxy and information statements and other
information regarding restraints that file electronically with the commission.
The address of the site is http://www.sec.gov.



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

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                        Page
<S>                                                                     <C>
The Company...........................................................     3
Risk Factors..........................................................     3
Selling Shareholders..................................................     5
Plan of Distribution..................................................     6
Indemnification of Officers and Directors.............................     7
Information Incorporated by Reference.................................     7
</TABLE>
                       --------------------------------

     This Prospectus contains information concerning Scopus Technology, Inc.
and sales of its Common Stock by the Selling Shareholders, but does not contain
all the information set forth in the Registration Statement which the Company
has filed with the Securities and Exchange Commission under the Securities Act
of 1933.  The Registration Statement, including various exhibits, may be
inspected at the Commission's office in Washington, D.C.

                                      -2-
<PAGE>
 
                                  THE COMPANY

     Scopus Technology, Inc. ("Scopus" or the "Company") is a leading provider
of client/server software solutions for the customer information management
market.  The Company's applications, Scopus SupportTEAM, Scopus QualityTEAM,
Scopus SalesTEAM and Scopus ServiceTEAM automate external customer support and
internal help desk support, the product design change process and sales and
marketing activities.  Scopus applications are designed to enable organizations
to build a knowledgebase of customer information that can be accessed and used
by individuals throughout the enterprise to improve customer support and
satisfaction.  The Company's products are based on a modular, open architecture
and support a variety of client computing platforms, industry standard
relational databases and server  operating systems.  Scopus products offer
customers a unique combination of built-in functionality, customizability,
adaptability and scalability.  The Company also offers consulting, training and
post-sale maintenance and support services to facilitate the installation and
use of the Company's products.

     Scopus Technology, Inc. was incorporated in California in March 1991.  Its
principal executive offices are located at 1900 Powell Street, Suite 700,
Emeryville, CA 94608, and its telephone number at that address is (510) 428-
0500.  The Common Stock of the Company is traded on the NASDAQ National Market
System and is quoted under the symbol SCOP.



                                  RISK FACTORS



Overview. The Company's quarterly operating results have varied substantially in
--------
the past and are likely to vary substantially from quarter to quarter in the
future due to a variety of factors.  In particular, the Company's period-to-
period operating results are significantly dependent upon the timing of the
closing of large license agreements.  In this regard, the purchase of the
Company's products can require a significant capital investment from a potential
customer which the customer generally views as a discretionary cost that can be
deferred or canceled due to budgetary or other business reasons.  Estimating
future revenues is also difficult because the Company ships its products soon
after an order is received and as such does not have a significant backlog.
Thus, quarterly license revenues are heavily dependent upon orders received and
shipped within the same quarter.  Moreover, the Company has generally recorded
50% to 70% of its total quarterly revenues in the third month of a quarter, with
a concentration of these revenues in the last half of that third month.  This
concentration of revenues is influenced by customer tendencies to make
significant capital expenditures at the end of a fiscal quarter.  The company
expects these revenue patterns to continue for the foreseeable future.  In
addition, quarterly license revenues are also dependent on the timing of
customer installations and the fulfillment of acceptance criteria.  In this
regard the Company has from time to time experienced delays in recognizing
revenues with respect to certain orders.  Despite the uncertainties in its
revenue patterns, the company's operating expenses are based upon anticipated
revenue levels and such expenses are incurred on an approximately ratable basis
throughout the quarter.  As a result, if expected revenues are deferred or
otherwise not realized in a quarter for any reason, the Company's business,
operating results and financial condition would be materially adversely
affected.

                                      -3-
<PAGE>
 
     Variability of Operating Results; Uncertainty of Future Operating Results.
     -------------------------------------------------------------------------
As discussed earlier, the Company's revenues have in the past and may in the
future vary greatly from quarter to quarter.  Further, while revenues may vary,
expenses are generally committed at the beginning of each quarter based on
revenue expectation.  Therefore, a variety of internal and external factors can
impact the timing and recognition of revenues and could have a material adverse
effect on operating results.  In addition, while efforts to improve the gross
margin of services and maintenance revenues have yielded positive results, there
can be no assurances that in the future the Company will not again experience
reduced margins in this area.

     Competition.  The customer information management software market is
     -----------
relatively new, intensely competitive, highly fragmented, subject to rapid
change and highly sensitive to new product introductions and marketing efforts
by industry participants.  The Company competes with a variety of other
companies depending on the target market for their products.  There can be no
assurance that the Company can continue to compete successfully against current
or future competitors or that this competition will not materially affect the
Company's operating results.

     Management of Growth.  The Company's business has continued to expand
     --------------------
rapidly.  The Company will continue to be dependent upon its ability to attract,
hire and retain skilled employees for whom there is considerable market
competition.  Further, as these new employees are hired, additional strains will
be placed on the Company's management, reporting and control systems.

     Emerging Markets.  The Company's future financial performance will depend
     ----------------
in large part on the growth in demand for individual customer information
management applications as well as the number of organizations adopting
comprehensive customer information systems for their client/server computing
environments.  The market for these products is relatively new and undeveloped.
If the market for these products fails to develop or develops more slowly than
expected, the Company's operating results could be materially adversely
affected.

     Rapid Technological Change; Dependence on Product Development.  The market
     -------------------------------------------------------------
for the Company's products is characterized by rapid technological advances and
evolving industry standards.  The Company is currently investing significant
resources in product development and expects to continue to do so in the future.
However, there can be no assurance that the Company will be successful in
continuing to develop and market, on a timely and cost-effective basis, fully
functional products or product enhancements that meet evolving market demands.

     Expansion of International Operations; Foreign Currency Fluctuations.  An
     --------------------------------------------------------------------
important element of the Company's strategy is to expand its international
operations.  Currently, less than 10% of the Company's revenues are from
international operations.  There is risk that the Company will be unsuccessful
in expanding its international business or its international business may expand
more slowly than expected.  Further, international expansion will subject the
Company to the greater risks inherent in international operations, such as
fluctuations in foreign currency exchange rates, higher taxes and duties and the
challenge of managing more global operations.  Any of these risks could
materially adversely impact operating results.

                                      -4-
<PAGE>
 
                              SELLING SHAREHOLDERS


     The following table shows the name and number of shares to be sold by each
Selling Shareholder pursuant to this Prospectus. Mr. Aaron Omid is a co-founder
of the Company and has served as the Company's Vice President, Sales since March
1991, and as Secretary since February 1992. Mr. Aaron Omid also served as
President of the Company from March 1991 to October 1991, and as a director of
the Company from March 1991 to October 1992.

     Mr. Ori Sasson is a co-founder of the Company and has served as the
Company's Chairman of the Board since the Company's inception in March 1991.
Mr. Ori Sasson has also served as the Company's Chief Executive Officer and
President since February 1994 and as Secretary from March 1991 to February 1992.

     Mr David Schwab is a co-founder of the Company and has served as the
Company's Vice President, Applications from May 1995 until May 1996 when he left
the Company.  From March 1991 to May 1995, he served as the Company's Vice
President, Sales.  From October 1991 to February 1992, Mr. Schwab served as the
President and Chief Operating Officer of the Company, and from November 1991 to
October 1992, he served as a director of the Company.

<TABLE>
<CAPTION>
                                                   Shares Beneficially Owned                      Shares Beneficially Owned
                                                      Prior to Offering(1)                            After Offering(1)
                                                   -------------------------       Shares to      -------------------------
             Name                                    Number       % of Class        be Sold       Number         % of Class
--------------------------------------------       ----------     ----------      ----------      ----------     ----------
<S>                                                <C>            <C>              <C>            <C>            <C>
Aaron Omid                                         992,500(2)       8%               15,000       842,500(2)            7%
1900 Powell St., Suite 700                                                        
Emeryville, CA 94608                                                             

Ori Sasson                                         860,000(3)       7%                5,000       855,000(3)            7%
1900 Powell St., Suite 700                                                        
Emeryville, CA 94608                                                             

David Schwab                                       655,000          5%               10,000       654,000               5%
50 Pleasant Court
Foster City, CA 94404
</TABLE>

(1) Based on 11,916,564 total outstanding shares at September 30, 1996 and
    shares beneficially owned by each Selling Shareholder on such date,
    including shares subject to options exercisable within 60 days of such date.

(2) Includes 0 shares subject to options exercisable within 60 days of September
    30, 1996.

(3) Includes 0 shares subject to options exercisable within 60 days of September
    30, 1996. [Also includes 64,582 shares held by a trust as to which Mr.
    Sasson is trustee. Does not include 400,000 shares beneficially owned by a
    trust for the benefit of Mr. Sasson's children, of which he disclaims
    beneficial ownership.]

                                      -5-
<PAGE>
 
                              PLAN OF DISTRIBUTION


     The shares to be sold by the Selling Shareholders hereunder are subject to
certain options previously preempted by the respective Selling Shareholders to
certain individual employees and/or consultants of the Company in connection
with their employment by the Company.  Shares are to be sold hereunder upon
exercise of the respective options by the respective optionees, which options
may only be exercised prior to October 24, 1998.  A total of three (3)
individuals hold options granted by the Selling  Shareholders and representing
by the Shares registered hereby.  Each option has an exercise price of $0.816
per share.

     There can be no assurances that the Selling Shareholders will sell any or
all of the shares of Common Stock offered hereunder.

                                      -6-
<PAGE>
 
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS


     The Company's Restated Articles of Incorporation require the Company to
indemnify officers and directors of the Company to the maximum extent permitted
by the California General Corporation Law.  Section 317 of the California
General Corporation law makes provisions for the indemnification of officers,
directors, and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.  The
Company has entered into indemnification agreements to such effect with its
officers and directors.

     Article IV of the Amended and Restated Bylaws of the Company provides that
the Company shall indemnify certain agents of the Company against judgments,
fines, settlements and other expenses arising from such person's agency
relationship with the Company to the maximum extent permitted by the California
General Corporation Law.  Agents covered by this indemnification provision
include current and former directors, officers, employees and other agents of
the Company, as well as persons who serve at the request of the Company as
directors, officers, employees or agents of another enterprise.

     The Company has entered into separate indemnification agreements with its
directors and officers, which may require the Company, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or service as directors or officers (other than liabilities arising from
willful misconduct of a culpable nature), and to advance their expenses incurred
as a result of any proceeding against them as to which they could be
indemnified.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act an is therefore
unenforceable.



                     INFORMATION INCORPORATED BY REFERENCE


     There are hereby incorporated by reference in this Prospectus the following
documents and information heretofore filed with the Securities and Exchange
Commission:

     a.   The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996 and the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 and the quarter ending September  30, 1996 as filed with the
Commissioner pursuant to the Securities Exchange Act of 1934, as amended ("Equal
Exchange Act").

     b.   The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated September 29, 1995 (File No.
0-26948), filed pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange 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.

                                      -7-
<PAGE>
 
                            SCOPUS TECHNOLOGY, INC.

                    REGISTRATION STATEMENT ON FORM S-8/S-3


                                    PART II

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant:

     a.   The Company's Annual Report on Form 10-K for the fiscal year ended
          March 31, 1996 and the Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1996 and the quarter ending September 30, 1996
          as filed with the Commission pursuant to the Securities Exchange Act
          of 1934, as amended (the "Exchange Act").

     b.   The description of Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A dated September 29,
          1995, filed pursuant to Section 12 of the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), including any amendment or
          report filed for the purpose of updating such description.

     c.   Consent of Auditors (Exhibit 23.1)

     d.   Consent of Counsel (Exhibit 5.1)


     All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 317 of the California General Corporation Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article IV of the Registrant's Restated
Articles of Incorporation and Article VI of the Registrant's Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California General Corporation Law. In addition,
the Registrant has entered into Indemnification Agreements with its officers and
directors.

                                      -8-
<PAGE>
 
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          Not applicable.

ITEM 8.   INDEX TO EXHIBITS.

<TABLE>
<CAPTION>
<S>      <C>        <C>
         Exhibit    
         Number     Description of Document
         -------    -------------------------------------------------------------------------------------
           4.1      1991 Stock Option Plan, as amended, together with form of option agreement thereunder
           4.2      Form of Founder Option Agreement
           5.1      Opinion of Counsel as to legality of securities being registered
          23.1      Consent of Coopers & Lybrand L.L.P., Independent Accountants.
          23.2      Consent of Counsel (contained in Exhibit 5.1).
          24.1      Power of Attorney (see page 10)
</TABLE>

ITEM 9.   UNDERTAKINGS.

          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 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.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

          (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

          (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                      -9-
<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 Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Emeryville, State of California, on November 19,
1996

 
                                    SCOPUS TECHNOLOGY, INC.


                                    By: /s/ Michele Axelson
                                        ___________________________________
                                        Michele Axelson
                                        Chief Financial Officer


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ori Sasson and Michele Axelson, jointly
and severally, his attorneys-in-fact, each with full power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8 and S-3, 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, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
         Signature                         Title                      Date
-----------------------------    ----------------------------     ----------------
<S>                              <C>                              <C>
/s/ Ori Sasson                   Director, Chairman and Chief     November 19, 1996
-----------------------------    Executive Officer (Principal                     
(Ori Sasson)                     Executive Officer)                                
 
/s/ Michele Axelson              Chief Financial Officer          November 19, 1996
-----------------------------    (Principal Financial and
(Michele Axelson)                Accounting Officer)
 
 
/s/ J. Michael Cline             Director                         November 19, 1996
-----------------------------    
(J. Michael Cline)
 
/s/ Christopher R Gibbons        Director                         November 19, 1996
-----------------------------
(Christopher R. Gibbons)
 
/s/ Max Hopper                   Director                         November 19, 1996
-----------------------------
(Max Hopper)

/s/ Ronald A. Abelmann           Director                         November 19, 1996
-----------------------------
(Ronald A. Abelmann)
</TABLE>

                                      -10-
<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                                    EXHIBITS

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


                     Registration Statement on Form S-8/S-3

                            SCOPUS TECHNOLOGY, INC.
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                      Sequentially
Exhibit                                                                 Numbered
Number                             Description                            Page
-------     ----------------------------------------------------      ------------
<S>         <C>                                                       <C>
  4.1       1991 Stock Option Plan, as amended, together with 
            form of option agreement thereunder

  4.2       Form of Founder Option Agreement
 
  5.1       Opinion of counsel as to legality of securities 
            being registered
 
 23.1       Consent of Coopers & Lybrand L.L.P., Independent 
            Accountants
 
 24.2(1)    Consent of Counsel
 
 25.1(2)    Power of Attorney
</TABLE> 
_____________________________ 
(1)  Contained in Exhibit 5.1.
(2)  See page 10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8/S-3", "secsgml_size_bytes": 36416}]
{"company-data": {"conformed-name": "SCOPUS TECHNOLOGY INC", "cik": "0000894705", "assigned-sic": "7372", "irs-number": "943134998", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16427", "film-number": "96669445"}, "business-address": {"street1": "1900 POWELL ST SUITE 700", "city": "EMERYVILLE", "state": "CA", "zip": "94608", "phone": "5104280500"}, "mail-address": {"street1": "1900 POWELL STREET", "city": "EMERYVILLE", "state": "CA", "zip": "94608"}}
As filed with the Securities and Exchange Commission on November 19, 1996
                                                 Registration No. 333-__________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM S-8/S-3

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                         ----------------------------
                            SCOPUS TECHNOLOGY, INC.
            (Exact name of registrant as specified in its charter)

                 CALIFORNIA                          94-3134998
     (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)           Identification Number)

                          1900 POWELL ST., SUITE 700
                         EMERYVILLE, CALIFORNIA 94608
                                (510) 428-0500
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                            1991 STOCK OPTION PLAN
                               FOUNDER'S OPTIONS

                           (Full title of the plans)
                           -------------------------
                                MICHELE AXELSON
                            CHIEF FINANCIAL OFFICER
                            SCOPUS TECHNOLOGY, INC.
                          1900 POWELL ST., SUITE 700
                         EMERYVILLE, CALIFORNIA 94608
                                (510) 428-0500
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                           -------------------------
                                   Copy to:

                            HOWARD S. ZEPRUN, ESQ.
                      WILSON, SONSINI, GOODRICH & ROSATI
                           PROFESSIONAL CORPORATION
                              650 PAGE MILL ROAD
                       PALO ALTO, CALIFORNIA 94304-1050

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================
          Title of Securities               |  Amount to be | Proposed Maximum  |  Proposed Maximum  |  Amount of
            to be Registered                |   Registered  |  Offering Price   | Aggregate Offering | Registration
                                            |               |     Per Share     |       Price        |     Fee
--------------------------------------------+---------------+-------------------+--------------------+-------------
|
|
|
|
Common Stock, $0.001 par value              |               |                   |                    |
--------------------------------------------+---------------+-------------------+--------------------+-------------
-  1991 Stock Option Plan (the "1991 Plan") |    500,000    |     $37.44 (1)    |     $18,720,000    |   $5,672.73
--------------------------------------------+---------------+-------------------+--------------------+-------------
-  Founder's Options                        |     30,000    |     $0.816        |     $ 24,480.00    |   $    7.42
--------------------------------------------+---------------+-------------------+--------------------+-------------
      Total                                 |    530,000    |                   |     $18,744,480    |   $ 5680.15
===================================================================================================================
(1) Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
    calculating the registration fee.  The proposed maximum offering price per
    share with respect to the 500,000 shares reserved for issuance under the
    1991 Stock Option Plan has been estimated to be the average of the high and
    low prices reported in the Nasdaq National Market on November  13, 1996.
SCOPUS TECHNOLOGY, INC.

                                 30,000 Shares

                                 Common Stock
                          --------------------------

     This Prospectus relates to 30,000 shares of Common Stock, $0.001 par value
per share ("Common Stock"), of Scopus Technology, Inc. (the "Company"), which
may be offered from time to time by certain Selling Shareholders named herein
(the "Selling Shareholders") for their respective own benefit.  Such shares may
be sold by the respective Selling Shareholders pursuant to certain options
("Founder's Options") previously granted by the respective Selling Shareholders
to employees of and/or consultants to the Company.  The Company will receive no
part of the proceeds from sales made by Selling Shareholders hereunder.  All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by a Selling
Shareholder will be borne by such Selling Shareholder.  None of the shares
offered pursuant to this Prospectus have been registered prior to the filing of
the Registration Statement of which this Prospectus is a part.

     The Selling Shareholders may under certain circumstances be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").

     The Common Stock of the Company is traded in the over-the-counter market.
On November 13 , 1996, the closing price of the Company's Common Stock, as
reported by NASDAQ's National Market System in The Wall Street Journal, was
$38-1/4 (NASDAQ Symbol: SCOP).

     SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF
CERTAIN RISK FACTORS APPLICABLE TO ANY PURCHASE OF SHARES HEREUNDER.

           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
              THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                  EXCHANGE COMMISSION OR ANY STATE SECURITIES
                     COMMISSION PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THIS PROSPECTUS.  ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is November 18, 1996
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not  be relied upon as having been authorized by the
Company or the Selling Shareholder.  This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, nor shall there be any sale
of these securities by any person in any jurisdiction in which it is unlawful
for such person to make such offer, solicitation or sale.  Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create an implication that the information contained herein is correct as of any
time subsequent to the date hereof.

     The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents.  Requests for such copies should be directed to the Company's Chief
Financial Officer at 1900 Powell Street, Suite 700, Emeryville, CA  94608.  The
Company's telephone number at that location is (510) 428-0500.

     The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission").  Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Room of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511 and
7 World Trade Center, Suite 1300, New York, NY 10048; and copies of such
material can be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549, at prescribed rates.  The Commission maintains a World
Wide Web site that contains reports, proxy and information statements and other
information regarding restraints that file electronically with the commission.
The address of the site is http://www.sec.gov.

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

                               TABLE OF CONTENTS
Page
The Company...........................................................     3
Risk Factors..........................................................     3
Selling Shareholders..................................................     5
Plan of Distribution..................................................     6
Indemnification of Officers and Directors.............................     7
Information Incorporated by Reference.................................     7
--------------------------------

     This Prospectus contains information concerning Scopus Technology, Inc.
and sales of its Common Stock by the Selling Shareholders, but does not contain
all the information set forth in the Registration Statement which the Company
has filed with the Securities and Exchange Commission under the Securities Act
of 1933.  The Registration Statement, including various exhibits, may be
inspected at the Commission's office in Washington, D.C.

                                      -2-
THE COMPANY

     Scopus Technology, Inc. ("Scopus" or the "Company") is a leading provider
of client/server software solutions for the customer information management
market.  The Company's applications, Scopus SupportTEAM, Scopus QualityTEAM,
Scopus SalesTEAM and Scopus ServiceTEAM automate external customer support and
internal help desk support, the product design change process and sales and
marketing activities.  Scopus applications are designed to enable organizations
to build a knowledgebase of customer information that can be accessed and used
by individuals throughout the enterprise to improve customer support and
satisfaction.  The Company's products are based on a modular, open architecture
and support a variety of client computing platforms, industry standard
relational databases and server  operating systems.  Scopus products offer
customers a unique combination of built-in functionality, customizability,
adaptability and scalability.  The Company also offers consulting, training and
post-sale maintenance and support services to facilitate the installation and
use of the Company's products.

     Scopus Technology, Inc. was incorporated in California in March 1991.  Its
principal executive offices are located at 1900 Powell Street, Suite 700,
Emeryville, CA 94608, and its telephone number at that address is (510) 428-
0500.  The Common Stock of the Company is traded on the NASDAQ National Market
System and is quoted under the symbol SCOP.

                                  RISK FACTORS

Overview. The Company's quarterly operating results have varied substantially in
--------
the past and are likely to vary substantially from quarter to quarter in the
future due to a variety of factors.  In particular, the Company's period-to-
period operating results are significantly dependent upon the timing of the
closing of large license agreements.  In this regard, the purchase of the
Company's products can require a significant capital investment from a potential
customer which the customer generally views as a discretionary cost that can be
deferred or canceled due to budgetary or other business reasons.  Estimating
future revenues is also difficult because the Company ships its products soon
after an order is received and as such does not have a significant backlog.
Thus, quarterly license revenues are heavily dependent upon orders received and
shipped within the same quarter.  Moreover, the Company has generally recorded
50% to 70% of its total quarterly revenues in the third month of a quarter, with
a concentration of these revenues in the last half of that third month.  This
concentration of revenues is influenced by customer tendencies to make
significant capital expenditures at the end of a fiscal quarter.  The company
expects these revenue patterns to continue for the foreseeable future.  In
addition, quarterly license revenues are also dependent on the timing of
customer installations and the fulfillment of acceptance criteria.  In this
regard the Company has from time to time experienced delays in recognizing
revenues with respect to certain orders.  Despite the uncertainties in its
revenue patterns, the company's operating expenses are based upon anticipated
revenue levels and such expenses are incurred on an approximately ratable basis
throughout the quarter.  As a result, if expected revenues are deferred or
otherwise not realized in a quarter for any reason, the Company's business,
operating results and financial condition would be materially adversely
affected.

                                      -3-
Variability of Operating Results; Uncertainty of Future Operating Results.
     -------------------------------------------------------------------------
As discussed earlier, the Company's revenues have in the past and may in the
future vary greatly from quarter to quarter.  Further, while revenues may vary,
expenses are generally committed at the beginning of each quarter based on
revenue expectation.  Therefore, a variety of internal and external factors can
impact the timing and recognition of revenues and could have a material adverse
effect on operating results.  In addition, while efforts to improve the gross
margin of services and maintenance revenues have yielded positive results, there
can be no assurances that in the future the Company will not again experience
reduced margins in this area.

     Competition.  The customer information management software market is
     -----------
relatively new, intensely competitive, highly fragmented, subject to rapid
change and highly sensitive to new product introductions and marketing efforts
by industry participants.  The Company competes with a variety of other
companies depending on the target market for their products.  There can be no
assurance that the Company can continue to compete successfully against current
or future competitors or that this competition will not materially affect the
Company's operating results.

     Management of Growth.  The Company's business has continued to expand
     --------------------
rapidly.  The Company will continue to be dependent upon its ability to attract,
hire and retain skilled employees for whom there is considerable market
competition.  Further, as these new employees are hired, additional strains will
be placed on the Company's management, reporting and control systems.

     Emerging Markets.  The Company's future financial performance will depend
     ----------------
in large part on the growth in demand for individual customer information
management applications as well as the number of organizations adopting
comprehensive customer information systems for their client/server computing
environments.  The market for these products is relatively new and undeveloped.
If the market for these products fails to develop or develops more slowly than
expected, the Company's operating results could be materially adversely
affected.

     Rapid Technological Change; Dependence on Product Development.  The market
     -------------------------------------------------------------
for the Company's products is characterized by rapid technological advances and
evolving industry standards.  The Company is currently investing significant
resources in product development and expects to continue to do so in the future.
However, there can be no assurance that the Company will be successful in
continuing to develop and market, on a timely and cost-effective basis, fully
functional products or product enhancements that meet evolving market demands.

     Expansion of International Operations; Foreign Currency Fluctuations.  An
     --------------------------------------------------------------------
important element of the Company's strategy is to expand its international
operations.  Currently, less than 10% of the Company's revenues are from
international operations.  There is risk that the Company will be unsuccessful
in expanding its international business or its international business may expand
more slowly than expected.  Further, international expansion will subject the
Company to the greater risks inherent in international operations, such as
fluctuations in foreign currency exchange rates, higher taxes and duties and the
challenge of managing more global operations.  Any of these risks could
materially adversely impact operating results.

                                      -4-
SELLING SHAREHOLDERS

     The following table shows the name and number of shares to be sold by each
Selling Shareholder pursuant to this Prospectus. Mr. Aaron Omid is a co-founder
of the Company and has served as the Company's Vice President, Sales since March
1991, and as Secretary since February 1992. Mr. Aaron Omid also served as
President of the Company from March 1991 to October 1991, and as a director of
the Company from March 1991 to October 1992.

     Mr. Ori Sasson is a co-founder of the Company and has served as the
Company's Chairman of the Board since the Company's inception in March 1991.
Mr. Ori Sasson has also served as the Company's Chief Executive Officer and
President since February 1994 and as Secretary from March 1991 to February 1992.

     Mr David Schwab is a co-founder of the Company and has served as the
Company's Vice President, Applications from May 1995 until May 1996 when he left
the Company.  From March 1991 to May 1995, he served as the Company's Vice
President, Sales.  From October 1991 to February 1992, Mr. Schwab served as the
President and Chief Operating Officer of the Company, and from November 1991 to
October 1992, he served as a director of the Company.
Shares Beneficially Owned                      Shares Beneficially Owned
                                                      Prior to Offering(1)                            After Offering(1)
                                                   -------------------------       Shares to      -------------------------
             Name                                    Number       % of Class        be Sold       Number         % of Class
--------------------------------------------       ----------     ----------      ----------      ----------     ----------
Aaron Omid                                         992,500(2)       8%               15,000       842,500(2)            7%
1900 Powell St., Suite 700                                                        
Emeryville, CA 94608                                                             

Ori Sasson                                         860,000(3)       7%                5,000       855,000(3)            7%
1900 Powell St., Suite 700                                                        
Emeryville, CA 94608                                                             

David Schwab                                       655,000          5%               10,000       654,000               5%
50 Pleasant Court
Foster City, CA 94404
(1) Based on 11,916,564 total outstanding shares at September 30, 1996 and
    shares beneficially owned by each Selling Shareholder on such date,
    including shares subject to options exercisable within 60 days of such date.

(2) Includes 0 shares subject to options exercisable within 60 days of September
    30, 1996.

(3) Includes 0 shares subject to options exercisable within 60 days of September
    30, 1996. [Also includes 64,582 shares held by a trust as to which Mr.
    Sasson is trustee. Does not include 400,000 shares beneficially owned by a
    trust for the benefit of Mr. Sasson's children, of which he disclaims
    beneficial ownership.]

                                      -5-
PLAN OF DISTRIBUTION

     The shares to be sold by the Selling Shareholders hereunder are subject to
certain options previously preempted by the respective Selling Shareholders to
certain individual employees and/or consultants of the Company in connection
with their employment by the Company.  Shares are to be sold hereunder upon
exercise of the respective options by the respective optionees, which options
may only be exercised prior to October 24, 1998.  A total of three (3)
individuals hold options granted by the Selling  Shareholders and representing
by the Shares registered hereby.  Each option has an exercise price of $0.816
per share.

     There can be no assurances that the Selling Shareholders will sell any or
all of the shares of Common Stock offered hereunder.

                                      -6-
INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Restated Articles of Incorporation require the Company to
indemnify officers and directors of the Company to the maximum extent permitted
by the California General Corporation Law.  Section 317 of the California
General Corporation law makes provisions for the indemnification of officers,
directors, and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.  The
Company has entered into indemnification agreements to such effect with its
officers and directors.

     Article IV of the Amended and Restated Bylaws of the Company provides that
the Company shall indemnify certain agents of the Company against judgments,
fines, settlements and other expenses arising from such person's agency
relationship with the Company to the maximum extent permitted by the California
General Corporation Law.  Agents covered by this indemnification provision
include current and former directors, officers, employees and other agents of
the Company, as well as persons who serve at the request of the Company as
directors, officers, employees or agents of another enterprise.

     The Company has entered into separate indemnification agreements with its
directors and officers, which may require the Company, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or service as directors or officers (other than liabilities arising from
willful misconduct of a culpable nature), and to advance their expenses incurred
as a result of any proceeding against them as to which they could be
indemnified.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act an is therefore
unenforceable.

                     INFORMATION INCORPORATED BY REFERENCE

     There are hereby incorporated by reference in this Prospectus the following
documents and information heretofore filed with the Securities and Exchange
Commission:

     a.   The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996 and the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 and the quarter ending September  30, 1996 as filed with the
Commissioner pursuant to the Securities Exchange Act of 1934, as amended ("Equal
Exchange Act").

     b.   The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated September 29, 1995 (File No.
0-26948), filed pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange 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.

                                      -7-
SCOPUS TECHNOLOGY, INC.

                    REGISTRATION STATEMENT ON FORM S-8/S-3

                                    PART II

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant:

     a.   The Company's Annual Report on Form 10-K for the fiscal year ended
          March 31, 1996 and the Company's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1996 and the quarter ending September 30, 1996
          as filed with the Commission pursuant to the Securities Exchange Act
          of 1934, as amended (the "Exchange Act").

     b.   The description of Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A dated September 29,
          1995, filed pursuant to Section 12 of the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), including any amendment or
          report filed for the purpose of updating such description.

     c.   Consent of Auditors (Exhibit 23.1)

     d.   Consent of Counsel (Exhibit 5.1)

     All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 317 of the California General Corporation Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article IV of the Registrant's Restated
Articles of Incorporation and Article VI of the Registrant's Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California General Corporation Law. In addition,
the Registrant has entered into Indemnification Agreements with its officers and
directors.

                                      -8-
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          Not applicable.

ITEM 8.   INDEX TO EXHIBITS.
Exhibit    
         Number     Description of Document
         -------    -------------------------------------------------------------------------------------
           4.1      1991 Stock Option Plan, as amended, together with form of option agreement thereunder
           4.2      Form of Founder Option Agreement
           5.1      Opinion of Counsel as to legality of securities being registered
          23.1      Consent of Coopers & Lybrand L.L.P., Independent Accountants.
          23.2      Consent of Counsel (contained in Exhibit 5.1).
          24.1      Power of Attorney (see page 10)
ITEM 9.   UNDERTAKINGS.

          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 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.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

          (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

          (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                      -9-
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 Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Emeryville, State of California, on November 19,
1996

 
                                    SCOPUS TECHNOLOGY, INC.

                                    By: /s/ Michele Axelson
                                        ___________________________________
                                        Michele Axelson
                                        Chief Financial Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ori Sasson and Michele Axelson, jointly
and severally, his attorneys-in-fact, each with full power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8 and S-3, 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, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                         Title                      Date
-----------------------------    ----------------------------     ----------------
/s/ Ori Sasson                   Director, Chairman and Chief     November 19, 1996
-----------------------------    Executive Officer (Principal                     
(Ori Sasson)                     Executive Officer)                                
 
/s/ Michele Axelson              Chief Financial Officer          November 19, 1996
-----------------------------    (Principal Financial and
(Michele Axelson)                Accounting Officer)
 
 
/s/ J. Michael Cline             Director                         November 19, 1996
-----------------------------    
(J. Michael Cline)
 
/s/ Christopher R Gibbons        Director                         November 19, 1996
-----------------------------
(Christopher R. Gibbons)
 
/s/ Max Hopper                   Director                         November 19, 1996
-----------------------------
(Max Hopper)

/s/ Ronald A. Abelmann           Director                         November 19, 1996
-----------------------------
(Ronald A. Abelmann)
-10-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                     Registration Statement on Form S-8/S-3

                            SCOPUS TECHNOLOGY, INC.
INDEX TO EXHIBITS
Sequentially
Exhibit                                                                 Numbered
Number                             Description                            Page
-------     ----------------------------------------------------      ------------
4.1       1991 Stock Option Plan, as amended, together with 
            form of option agreement thereunder

  4.2       Form of Founder Option Agreement
 
  5.1       Opinion of counsel as to legality of securities 
            being registered
 
 23.1       Consent of Coopers & Lybrand L.L.P., Independent 
            Accountants
 
 24.2(1)    Consent of Counsel
 
 25.1(2)    Power of Attorney
_____________________________ 
(1)  Contained in Exhibit 5.1.
(2)  See page 10