<PAGE>
 
       As filed with the Securities and Exchange Commission on November 20, 1998
                                                  Registration No. 333-_________
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT

                                     Under
                          The Securities Act of 1933

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

                            PERVASIVE SOFTWARE INC.
            (Exact name of registrant as specified in its charter)


    DELAWARE                         7372                     74-2693793
(State or other         (Primary Standard Industrial        (IRS Employer
jurisdiction of          Classification Code Number)      Identification No.)
incorporation or 
organization)

                    12365 RIATA TRACE PARKWAY, BUILDING II
                              AUSTIN, TEXAS 78727

              (Address of principal executive offices) (Zip Code)

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

                            PERVASIVE SOFTWARE INC.
                           1997 STOCK INCENTIVE PLAN
                         EMPLOYEE STOCK PURCHASE PLAN
                  INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                       EVERYWARE REPLACEMENT OPTION PLAN
                           (Full title of the Plans)

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

                                 RON R. HARRIS
                            CHIEF EXECUTIVE OFFICER
                            PERVASIVE SOFTWARE INC.
                    12365 RIATA TRACE PARKWAY, BUILDING II
                              AUSTIN, TEXAS 78727
                    (Name and address of agent for service)
                                (512) 231-6000
         (Telephone number, including area code, of agent for service)

<TABLE> 
<CAPTION> 
                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================

 
      TITLE OF EACH CLASS OF                        AMOUNT TO           PROPOSED MAXIMUM          PROPOSED             AMOUNT OF
   SECURITIES TO BE REGISTERED                  BE REGISTERED (1)        OFFERING PRICE           MAXIMUM             REGISTRATION
                                                                           PER SHARE             AGGREGATE
                                                                                               OFFERING PRICE
<S>                                             <C>                     <C>                    <C>                    <C> 
Employee Stock Purchase Plan:
-----------------------------
Common Stock, $0.001 par value                  500,000 shares(2)           $9.875             $4,937,500(3)          $1,372.63

International Employee Stock Purchase Plan:
-------------------------------------------
Common Stock, $0.001 par value                  500,000 shares(2)            N/A                   N/A                   N/A

1997 Stock Incentive Plan:
--------------------------
Options to purchase Common Stock                   795,326                   N/A                   N/A                   N/A
Common Stock, $0.001 par value                  795,326 shares              $9.875             $7,853,844.25(3)       $2,183.37

EveryWare Replacement Option Plan
---------------------------------
Options to purchase Common Stock                    45,404                   N/A                   N/A                   N/A
Common Stock, $0.001 par value                  45,404 shares               $ 3.85             $  174,805.40(4)       $   48.59
====================================================================================================================================
</TABLE> 

(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the 1997 Stock Incentive Plan, Employee
    Stock Purchase Plan, International Employee Stock Purchase Plan and the
    EveryWare Replacement Option Plan by reason of any stock dividend, stock
    split, recapitalization or other similar transaction effected without the
    receipt of consideration which results in an increase in the number of the
    outstanding shares of Common Stock of Pervasive Software Inc.

(2) The Employee Stock Purchase Plan and International Employee Stock Purchase
    Plan share a common reserve, which in the aggregate is being increased by
    500,000 shares.

(3) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low prices per share of Common Stock of Pervasive Software Inc. as
    reported on the Nasdaq National Market on November 18, 1998.

(4) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the weighted average
    exercise price of the outstanding options.

<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------


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

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
             ended June 30, 1998, as filed with the SEC on September 28, 1998;

         (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
             quarter ended September 30, 1998, as filed with the SEC on November
             16, 1998;

         (c) The Registrant's Current Report on Form 8-K, as filed with the SEC
             on October 6, 1998; and

         (d) The description of the Registrant's outstanding Common Stock
             contained in the Registrant's Registration Statement No. 0-23043 on
             Form 8-A filed with the SEC on September 2, 1997 pursuant to
             Section 12 of the Securities Exchange Act of 1934, as amended (the
             "1934 Act"), including any amendment or report filed for the
             purpose of updating such description.

         All reports and definitive proxy or information statements filed
         pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
         date of this Registration Statement and prior to the filing of a post-
         effective amendment which indicates that all securities offered hereby
         have been sold or which deregisters all securities then remaining
         unsold shall be deemed to be incorporated by reference into this
         Registration Statement and to be a part hereof from the date of filing
         of such documents.

Item 4.  Description of Securities
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Section 145 of the Delaware General Corporation Law authorizes a court
         to award or a corporation's Board of Directors to grant indemnification
         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 1933 Act. The
         Registrant's Bylaws provide for mandatory indemnification of its
         directors and officers and permissible indemnification of employees and
         other agents to the maximum extent permitted by the Delaware General
         Corporation Law. The Registrant's Certificate of Incorporation provides
         that, pursuant to Delaware law, its directors shall not be liable for
         monetary damages for breach of their fiduciary duty as directors to the
         Registrant and its stockholders. This provision in the Certificate of
         Incorporation does not eliminate the fiduciary duty of the directors,
         and in appropriate circumstances equitable remedies such as injunctive
         or other forms of non-monetary relief will remain available under
         Delaware law. In addition, each director will continue to be subject to
         liability for breach of the director's duty of loyalty to the
         Registrant for acts or omissions not in good faith or involving
         intentional misconduct, for knowing violations of law, for actions
         leading to improper personal benefit to the director and for payment of
         dividends or approval of stock repurchases or redemptions that are
         unlawful under Delaware law. The provision also does not affect a
         director's responsibilities under any other law, such as the federal
         securities laws or state or federal environmental laws. The Registrant
         has entered into Indemnification Agreements with its officers and
         directors. The Indemnification Agreements provide the Registrant's
         officers and

                                     II-1
<PAGE>
 
         directors with further indemnification to the maximum extent permitted
         by the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits
         --------

Exhibit Number   Exhibit
--------------   -------
     4           Instruments Defining Rights of Stockholders. Reference is made
                 to Registrant's Registration Statement No. 0-23043 on Form 8-A,
                 together with all amendments thereto, which is incorporated
                 herein by reference pursuant to Item 3(d) of this Registration
                 Statement.
     5           Opinion and consent of Gunderson Dettmer Stough Villeneuve
                 Franklin & Hachigian, LLP.
     23.1        Consent of Ernst & Young LLP, Independent Auditors.
     23.2        Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                 Hachigian, LLP is contained in Exhibit 5.
     24          Power of Attorney. Reference is made to page II-4 of this
                 Registration Statement.
     99.1        EveryWare Replacement Option Plan.
     99.2        Form of Notice of Grant and Stock Option Agreement to be
                 generally used in connection with the EveryWare Replacement
                 Option Plan.

Item 9.  Undertakings
 
                 A.  The undersigned Registrant hereby undertakes: (1) to file,
         during any period in which offers or sales are being made, a post-
         effective amendment to this Registration Statement (i) to include any
         prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to
         reflect in the prospectus any facts or events arising after the
         effective date of this 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 this
         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 clauses (1)(i)
         and (1)(ii) shall not apply if the information required to be included
         in a post-effective amendment by those paragraphs is contained in
         periodic reports filed by the Registrant pursuant to Section 13 or
         Section 15(d) of the 1934 Act that are incorporated by reference into
         this Registration Statement; (2) that for the purpose of determining
         any liability under the 1933 Act each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof and
         (3) to remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the Registrant's 1997 Stock Incentive Plan, Employee
         Stock Purchase Plan or International Employee Stock Purchase Plan and
         the EveryWare Replacement Option Plan. 

                 B.  The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the 1933 Act, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the 1934 Act that is incorporated by reference into this
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof .

                 C.  Insofar as indemnification for liabilities arising under
         the 1933 Act may be permitted to directors, officers or controlling
         persons of the Registrant pursuant to the indemnification provisions
         summarized in Item 6 or otherwise, the Registrant has been advised
         that, in the opinion of the SEC, such indemnification is against public
         policy as expressed in the 1933 Act, and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the

                                     II-2
<PAGE>
 
         payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the 1933
         Act and will be governed by the final adjudication of such issue.

                                     II-3
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Austin, State of Texas on this 19th
day of November, 1998.


                                  PERVASIVE SOFTWARE INC.


                                  By: /s/ Ron R. Harris
                                     ------------------------------------------
                                     Ron R. Harris
                                     President and Chief Executive Officer



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

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Pervasive Software Inc., a
Delaware corporation, do hereby constitute and appoint Ron R. Harris and James
R. Offerdahl, and either of them, the lawful attorneys-in-fact 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 either 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 either of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one 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.

<TABLE> 
<CAPTION> 
Signature                      Title                                    Date
---------                      -----                                    ----
<S>                           <C>                                <C> 

/s/ Ron R. Harris
----------------------         President, Chief Executive          November 19, 1998
Ron R. Harris                  Officer and   
                               Director (Principal Executive 
                               Officer)   
/s/ James R. Offerdahl
----------------------         Chief Operating Officer and         November 19, 1998
James R. Offerdahl             Chief Financial Officer and
                               Secretary (Principal Financial 
                               and Accounting Officer)  
</TABLE> 

                                     II-4
<PAGE>
 
<TABLE> 
<CAPTION>  
Signature                          Title                          Date 
---------                          -----                          ----    
<S>                               <C>                       <C>  

/s/ Nancy R. Woodward              Director                  November 19, 1998
------------------------
Nancy R. Woodward


/s/ Joseph C. Aragona              Director                  November 19, 1998
------------------------
Joseph C. Aragona                                



/s/ David A. Boucher               Director                  November 19, 1998
------------------------
David A. Boucher



                                   Director                                   
------------------------
David R. Bradford



/s/ Shelby H. Carter, Jr.          Director                  November 19, 1998
-------------------------
Shelby H. Carter, Jr.
</TABLE> 

                                     II-5
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------
 
Exhibit Number      Exhibit
--------------      -------
       4            Instruments Defining Rights of Stockholders. Reference is
                    made to Registrant's Registration Statement No. 0-23043 on
                    Form 8-A, together with all amendments thereto, which is
                    incorporated herein by reference pursuant to Item 3(d) of
                    this Registration Statement.
       5            Opinion and consent of Gunderson Dettmer Stough Villeneuve
                    Franklin & Hachigian, LLP.
       23.1         Consent of Ernst & Young LLP, Independent Auditors.
       23.2         Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP is contained in Exhibit 5.
       24           Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.
       99.1         EveryWare Replacement Option Plan.
       99.2         Form of Notice of Grant and Stock Option Agreement to be
                    generally used in connection with the EveryWare Replacement
                    Option Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20636}]
{"company-data": {"conformed-name": "PERVASIVE SOFTWARE INC", "cik": "0001042821", "assigned-sic": "7372", "irs-number": "742693793", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67659", "film-number": "98756308"}, "business-address": {"street1": "8834 CAPITAL OF TEXAS HWY", "city": "AUSTIN", "state": "TX", "zip": "78719", "phone": "5127941719"}, "mail-address": {"street1": "8834 CAPITAL OF TEXAS HGWY", "city": "AUSTIN", "state": "TX", "zip": "78719"}}
As filed with the Securities and Exchange Commission on November 20, 1998
                                                  Registration No. 333-_________
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT

                                     Under
                          The Securities Act of 1933

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

                            PERVASIVE SOFTWARE INC.
            (Exact name of registrant as specified in its charter)

    DELAWARE                         7372                     74-2693793
(State or other         (Primary Standard Industrial        (IRS Employer
jurisdiction of          Classification Code Number)      Identification No.)
incorporation or 
organization)

                    12365 RIATA TRACE PARKWAY, BUILDING II
                              AUSTIN, TEXAS 78727

              (Address of principal executive offices) (Zip Code)

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

                            PERVASIVE SOFTWARE INC.
                           1997 STOCK INCENTIVE PLAN
                         EMPLOYEE STOCK PURCHASE PLAN
                  INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                       EVERYWARE REPLACEMENT OPTION PLAN
                           (Full title of the Plans)

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

                                 RON R. HARRIS
                            CHIEF EXECUTIVE OFFICER
                            PERVASIVE SOFTWARE INC.
                    12365 RIATA TRACE PARKWAY, BUILDING II
                              AUSTIN, TEXAS 78727
                    (Name and address of agent for service)
                                (512) 231-6000
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================

 
      TITLE OF EACH CLASS OF                        AMOUNT TO           PROPOSED MAXIMUM          PROPOSED             AMOUNT OF
   SECURITIES TO BE REGISTERED                  BE REGISTERED (1)        OFFERING PRICE           MAXIMUM             REGISTRATION
                                                                           PER SHARE             AGGREGATE
                                                                                               OFFERING PRICE
Employee Stock Purchase Plan:
-----------------------------
Common Stock, $0.001 par value                  500,000 shares(2)           $9.875             $4,937,500(3)          $1,372.63

International Employee Stock Purchase Plan:
-------------------------------------------
Common Stock, $0.001 par value                  500,000 shares(2)            N/A                   N/A                   N/A

1997 Stock Incentive Plan:
--------------------------
Options to purchase Common Stock                   795,326                   N/A                   N/A                   N/A
Common Stock, $0.001 par value                  795,326 shares              $9.875             $7,853,844.25(3)       $2,183.37

EveryWare Replacement Option Plan
---------------------------------
Options to purchase Common Stock                    45,404                   N/A                   N/A                   N/A
Common Stock, $0.001 par value                  45,404 shares               $ 3.85             $  174,805.40(4)       $   48.59
====================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the 1997 Stock Incentive Plan, Employee
    Stock Purchase Plan, International Employee Stock Purchase Plan and the
    EveryWare Replacement Option Plan by reason of any stock dividend, stock
    split, recapitalization or other similar transaction effected without the
    receipt of consideration which results in an increase in the number of the
    outstanding shares of Common Stock of Pervasive Software Inc.

(2) The Employee Stock Purchase Plan and International Employee Stock Purchase
    Plan share a common reserve, which in the aggregate is being increased by
    500,000 shares.

(3) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low prices per share of Common Stock of Pervasive Software Inc. as
    reported on the Nasdaq National Market on November 18, 1998.

(4) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the weighted average
    exercise price of the outstanding options.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

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

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
             ended June 30, 1998, as filed with the SEC on September 28, 1998;

         (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
             quarter ended September 30, 1998, as filed with the SEC on November
             16, 1998;

         (c) The Registrant's Current Report on Form 8-K, as filed with the SEC
             on October 6, 1998; and

         (d) The description of the Registrant's outstanding Common Stock
             contained in the Registrant's Registration Statement No. 0-23043 on
             Form 8-A filed with the SEC on September 2, 1997 pursuant to
             Section 12 of the Securities Exchange Act of 1934, as amended (the
             "1934 Act"), including any amendment or report filed for the
             purpose of updating such description.

         All reports and definitive proxy or information statements filed
         pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
         date of this Registration Statement and prior to the filing of a post-
         effective amendment which indicates that all securities offered hereby
         have been sold or which deregisters all securities then remaining
         unsold shall be deemed to be incorporated by reference into this
         Registration Statement and to be a part hereof from the date of filing
         of such documents.

Item 4.  Description of Securities
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Section 145 of the Delaware General Corporation Law authorizes a court
         to award or a corporation's Board of Directors to grant indemnification
         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 1933 Act. The
         Registrant's Bylaws provide for mandatory indemnification of its
         directors and officers and permissible indemnification of employees and
         other agents to the maximum extent permitted by the Delaware General
         Corporation Law. The Registrant's Certificate of Incorporation provides
         that, pursuant to Delaware law, its directors shall not be liable for
         monetary damages for breach of their fiduciary duty as directors to the
         Registrant and its stockholders. This provision in the Certificate of
         Incorporation does not eliminate the fiduciary duty of the directors,
         and in appropriate circumstances equitable remedies such as injunctive
         or other forms of non-monetary relief will remain available under
         Delaware law. In addition, each director will continue to be subject to
         liability for breach of the director's duty of loyalty to the
         Registrant for acts or omissions not in good faith or involving
         intentional misconduct, for knowing violations of law, for actions
         leading to improper personal benefit to the director and for payment of
         dividends or approval of stock repurchases or redemptions that are
         unlawful under Delaware law. The provision also does not affect a
         director's responsibilities under any other law, such as the federal
         securities laws or state or federal environmental laws. The Registrant
         has entered into Indemnification Agreements with its officers and
         directors. The Indemnification Agreements provide the Registrant's
         officers and

                                     II-1
directors with further indemnification to the maximum extent permitted
         by the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits
         --------

Exhibit Number   Exhibit
--------------   -------
     4           Instruments Defining Rights of Stockholders. Reference is made
                 to Registrant's Registration Statement No. 0-23043 on Form 8-A,
                 together with all amendments thereto, which is incorporated
                 herein by reference pursuant to Item 3(d) of this Registration
                 Statement.
     5           Opinion and consent of Gunderson Dettmer Stough Villeneuve
                 Franklin & Hachigian, LLP.
     23.1        Consent of Ernst & Young LLP, Independent Auditors.
     23.2        Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                 Hachigian, LLP is contained in Exhibit 5.
     24          Power of Attorney. Reference is made to page II-4 of this
                 Registration Statement.
     99.1        EveryWare Replacement Option Plan.
     99.2        Form of Notice of Grant and Stock Option Agreement to be
                 generally used in connection with the EveryWare Replacement
                 Option Plan.

Item 9.  Undertakings
 
                 A.  The undersigned Registrant hereby undertakes: (1) to file,
         during any period in which offers or sales are being made, a post-
         effective amendment to this Registration Statement (i) to include any
         prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to
         reflect in the prospectus any facts or events arising after the
         effective date of this 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 this
         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 clauses (1)(i)
         and (1)(ii) shall not apply if the information required to be included
         in a post-effective amendment by those paragraphs is contained in
         periodic reports filed by the Registrant pursuant to Section 13 or
         Section 15(d) of the 1934 Act that are incorporated by reference into
         this Registration Statement; (2) that for the purpose of determining
         any liability under the 1933 Act each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof and
         (3) to remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the Registrant's 1997 Stock Incentive Plan, Employee
         Stock Purchase Plan or International Employee Stock Purchase Plan and
         the EveryWare Replacement Option Plan. 

                 B.  The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the 1933 Act, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the 1934 Act that is incorporated by reference into this
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof .

                 C.  Insofar as indemnification for liabilities arising under
         the 1933 Act may be permitted to directors, officers or controlling
         persons of the Registrant pursuant to the indemnification provisions
         summarized in Item 6 or otherwise, the Registrant has been advised
         that, in the opinion of the SEC, such indemnification is against public
         policy as expressed in the 1933 Act, and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the

                                     II-2
payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the 1933
         Act and will be governed by the final adjudication of such issue.

                                     II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Austin, State of Texas on this 19th
day of November, 1998.

                                  PERVASIVE SOFTWARE INC.

                                  By: /s/ Ron R. Harris
                                     ------------------------------------------
                                     Ron R. Harris
                                     President and Chief Executive Officer

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

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Pervasive Software Inc., a
Delaware corporation, do hereby constitute and appoint Ron R. Harris and James
R. Offerdahl, and either of them, the lawful attorneys-in-fact 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 either 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 either of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one 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/ Ron R. Harris
----------------------         President, Chief Executive          November 19, 1998
Ron R. Harris                  Officer and   
                               Director (Principal Executive 
                               Officer)   
/s/ James R. Offerdahl
----------------------         Chief Operating Officer and         November 19, 1998
James R. Offerdahl             Chief Financial Officer and
                               Secretary (Principal Financial 
                               and Accounting Officer)
II-4
Signature                          Title                          Date 
---------                          -----                          ----
/s/ Nancy R. Woodward              Director                  November 19, 1998
------------------------
Nancy R. Woodward

/s/ Joseph C. Aragona              Director                  November 19, 1998
------------------------
Joseph C. Aragona                                

/s/ David A. Boucher               Director                  November 19, 1998
------------------------
David A. Boucher

                                   Director                                   
------------------------
David R. Bradford

/s/ Shelby H. Carter, Jr.          Director                  November 19, 1998
-------------------------
Shelby H. Carter, Jr.
II-5
EXHIBIT INDEX
                                 -------------
 
Exhibit Number      Exhibit
--------------      -------
       4            Instruments Defining Rights of Stockholders. Reference is
                    made to Registrant's Registration Statement No. 0-23043 on
                    Form 8-A, together with all amendments thereto, which is
                    incorporated herein by reference pursuant to Item 3(d) of
                    this Registration Statement.
       5            Opinion and consent of Gunderson Dettmer Stough Villeneuve
                    Franklin & Hachigian, LLP.
       23.1         Consent of Ernst & Young LLP, Independent Auditors.
       23.2         Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP is contained in Exhibit 5.
       24           Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.
       99.1         EveryWare Replacement Option Plan.
       99.2         Form of Notice of Grant and Stock Option Agreement to be
                    generally used in connection with the EveryWare Replacement
                    Option Plan.