UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              CFI PROSERVICES, INC.
             (Exact name of Registrant as specified in its charter)

OREGON                                                                93-0704365
(State or other jurisdiction of
incorporation or organization)          (I.R.S. Employer Identification Number)

400 S.W. SIXTH AVENUE, PORTLAND, OREGON                                  97204
(Address of Principal Executive Offices)                              (Zip Code)

                    EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN

                            (Full title of the Plan)

                               Matthew W. Chapman
                      Chairman and Chief Executive Officer

                              400 S.W. Sixth Avenue

                             PORTLAND, OREGON 97204
                     (Name and address of agent for service)

                                 (503) 274-7280

          (Telephone number, including area code, of agent for service)

                                   copies to:

                                F. Scott Farleigh
                                 David R. Ludwig

                           Farleigh, Wada & Witt, P.C.
                       121 S.W. Morrison Street, Suite 600

                             Portland, Oregon 97204
                                 (503) 228-6044

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

--------------------------------- ---------------- ------------------------ ----------------------- ----------------
  TITLE OF SECURITIES TO BE        AMOUNT TO BE       PROPOSED MAXIMUM         PROPOSED MAXIMUM        AMOUNT OF
          REGISTERED                REGISTERED       OFFERING PRICE PER       AGGREGATE OFFERING     REGISTRATION
                                                           SHARE                   PRICE                 FEE
--------------------------------- ---------------- ------------------------ ----------------------- ----------------
<S>                               <C>              <C>                      <C>                     <C>
COMMON STOCK, NO PAR VALUE        291,000(1)       $7.8125(2)               $2,273,437.50           $600.19

         Total                    291,000          $7.8125                  $2,273,437.50           $600.19
--------------------------------- ---------------- ------------------------ ----------------------- ----------------

<FN>
     (1) The Registrant filed a Registration  Statement on Form S-8 on September
28,  1999 to register  175,000  shares of common  stock  under the  Registrant's
Employee Savings and Stock Ownership Plan. This Registration Statement registers
an additional 291,000 shares under that plan.

     (2) Computed  pursuant to Rule 457(c)  promulgated under the Securities Act
of  1933,  as  amended,   solely  for  the  purpose  of  calculating  the  total
registration  fee,  based upon the high and low  prices of the Common  Stock as
reported on the Nasdaq stock market on March 16, 2000.

</FN>
</TABLE>


<PAGE>





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

There are hereby  incorporated by reference herein the following documents which
have been filed with the Securities and Exchange Commission (the "Commission"):

         (a)      The Company's  Annual Report on  Form 10-K for the fiscal year
                  ended December, 31, 1998.

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act")  since the end of the  Registrant's  fiscal  year  ended
                  December 31, 1998; and

         (c)      The description of the  Registration's  Common Stock contained
                  in the  Registrant's  Registration  Statement  filed  with the
                  Commission  pursuant  to  Section  12  of  the  Exchange  Act,
                  including  any  amendment  or report  filed for the purpose of
                  updating that description.

All documents filed by the Registrant 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 hereto that indicates that all
securities  offered have been sold or that  deregisters all such securities then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference  herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any other  subsequently  filed document
that also is  incorporated  or deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.


<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Oregon Business  Corporation Act (the "OBCA") authorizes the indemnification
of an officer or  director  made party to a  proceeding  because  the officer or
director is or was an officer or director against liability  (including  amounts
paid in settlement) incurred in the proceeding and against expenses with respect
to the proceeding  (including  attorney fees) if: (a) the conduct of the officer
or director was in good faith, (b) the officer or director  reasonably  believed
that his conduct was in the best  interests of the  corporation  or at least not
opposed to its best  interests,  (c) in the case of a criminal  proceeding,  the
officer or director had no reasonable cause to believe his conduct was unlawful,
(d) in the case of any proceeding by or in the right of the corporation,  unless
a court  otherwise  determines,  if such officer or director shall not have been
adjudged  liable,  and (e) in  connection  with any  other  proceeding  charging
improper  personal benefit to the director or officer,  unless a court otherwise
determines,  in which the  director  or officer was not  adjudged  liable on the
basis that personal benefit was improperly  received by the director or officer.
The Company's Amended and Restated  Articles of  Incorporation,  as amended (the
"Articles"),  and Amended and Restated  Bylaws  require the Company to indemnify
officers and directors to the fullest extent permissible by law.

The OBCA further  provides that the Articles of  Incorporation  of a corporation
may provide that no director shall be personally  liable to a corporation or its
shareholders  for monetary  damages for conduct as a director,  except that such
provision  does not  eliminate the liability of a director (i) for any breach of
the directors' duty of loyalty to the corporation or its  shareholders  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of the law,  (iii) for any unlawful  distribution  as defined
under the OBCA, or (iv) for any transaction  from which the director  derived an
improper personal benefit.  The Company's  Articles provide that, to the fullest
extent permissible by law, no director shall be personally liable to the Company
or its shareholders for money damages.

The Registrant  maintains a directors and officers  liability  insurance  policy
providing  for the insurance on behalf of any person who is or was a director or
officer of the  Registrant and its  subsidiary  companies  against any liability
incurred  by such person in any such  capacity  or arising out of such  person's
status as such. The insurer's limit of liability under the policy is $15,000,000
in the aggregate for all insured losses.  The policy contains various  reporting
requirements and is subject to certain exclusions and limitations.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.


<PAGE>


ITEM 8.  EXHIBITS.

EXHIBIT NUMBER    DESCRIPTION OF EXHIBIT

                    4.1  Article III of the  Registrant's  Amended and  Restated
                         Articles   of   Incorporation   as   amended   to  date
                         (incorporated   by  reference  to  Exhibits   3.(i)(a),
                         3.(i)(b) and 3.(i)(c) of the Registrant's  Registration
                         Statement  on Form S-1 as declared  effective on August
                         17, 1993 (Registration No. 33-64894)).

                    4.2  Articles II, VII and VIII of the registrant's  Restated
                         Bylaws as amended to date (incorporated by reference to
                         Exhibits  3.(ii)(a) and  3.(ii)(b) of the  Registrant's
                         Registration   Statement   on  Form  S-1  as   declared
                         effective   on  August  17,  1993   (Registration   No.
                         33-64894)).

                    5.1  Opinion of Farleigh,  Wada & Witt, P.C. with respect to
                         the legality of the securities being registered.

                    23.1 Consent of  Farleigh,  Wada & Witt,  P.C.  (included in
                         Exhibit 5.1).

                    23.2 Consent  of Arthur  Andersen  LLP,  independent  public
                         accountants.

ITEM 9.  UNDERTAKINGS.

The Registrant hereby undertakes:

     (a)  (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 Act;


<PAGE>


                    (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.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high and
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent  change in the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  Registration
                         Statement.

<PAGE>

                    (iii)To include any material information with respect to the
                         plan of distribution  not previously  disclosed in this
                         Registration  Statement or any material  change to such
                         information in this  Registration  Statement;  provided
                         however,  that  paragraphs  (1)(i)  and  (1)(ii) do not
                         apply if this  Registration  Statement  is on Form S-3,
                         Form S-8, or Form F-3 and the  information  required to
                         be  included  in a  post-effective  amendment  by those
                         paragraphs is contained in periodic  reports filed with
                         or  furnished  to  the  Commission  by  the  Registrant
                         pursuant to Section 13 or Section 15(d) of the Exchange
                         Act  that  are   incorporated   by  reference  in  this
                         Registration Statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under  the 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 the  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)      If the  Registrant is a foreign  private  issuer,  to
                           file a  post-effective  amendment to the Registration
                           Statement   to  include  any   financial   statements
                           required  by Rule  3-19 at the  start of any  delayed
                           offering  or   throughout  a   continuous   offering.
                           Financial   statements  and   information   otherwise
                           required  by Section  10(a)(3) of the Act need not be
                           furnished,  provided, that the Registrant includes in
                           the   prospectus,   by  means  of  a   post-effective
                           amendment,  financial statements required pursuant to
                           this paragraph (d), and other  information  necessary
                           to  ensure   that  all  other   information   in  the
                           prospectus  is at  least  as  current  as the date of
                           those  financial   statements.   Notwithstanding  the
                           foregoing,  with respect to  registration  statements
                           and information  required by Section  10(a)(3) of the
                           Act or Rule  3-19 if such  financial  statements  and
                           information  are contained in periodic  reports filed
                           with or furnished to the Commission by the Registrant
                           pursuant  to  Section  13 or  Section  15(d)  of  the
                           Exchange  Act that are  incorporated  by reference in
                           the Form F-3.

<PAGE>

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

               (c)  Insofar as indemnification for liabilities arising under the
                    Act may be permitted to directors, officers, and controlling
                    persons  of  the   Registrant   pursuant  to  the  foregoing
                    provisions,  or otherwise,  the  Registrant has been advised
                    that in the opinion of the 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 Act and will be governed
                    by the final adjudication of such issue.

               (d)  The Company hereby undertakes to submit the Employee Savings
                    and Stock  Ownership  Plan (the  "Plan")  and any  amendment
                    thereto to the Internal  Revenue Service ("IRS") in a timely
                    manner and to make all changes  required by the IRS in order
                    to qualify the Plan.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  on Form S-8 to be signed on its  behalf by the  undersigned,  thereto
duly authorized, in the City of Portland, State of Oregon, on March 6, 2000.

                                    CFI PROSERVICES, INC., an Oregon corporation

                                            BY:  /S/MATTHEW W. CHAPMAN
                                                 ---------------------
                                                  Matthew W. Chapman, Chairman
                                                  and Chief Executive Officer

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                                       DATED
<S>                                 <C>                                         <C>
/S/MATTHEW W. CHAPMAN
---------------------
Matthew W. Chapman                  Chairman, Chief Executive Officer           March 6, 2000
                                    and Director


/S/ROBERT P. CHAMNESS
---------------------
Robert P. Chamness                  President, Chief Operating                  March 6, 2000
                                    Officer, and Director


/S/KURT W. RUTTUM
-----------------
Kurt W. Ruttum                      Vice President and Chief                    March 6, 2000
                                    Financial Officer (Principal
                                    Financial and Accounting Officer)

/S/ROBERT T. JETT
-----------------
Robert T. Jett                      Executive Vice President,                   March 6, 2000
                                    Secretary and Director

/S/J. KENNETH BRODY
-------------------
J. Kenneth Brody                    Director                                    March 6, 2000


/S/LORRAINE O. LEGG
-------------------
Lorraine O. Legg                    Director                                    March 6, 2000


/S/ERAN S. ASHANY
-----------------
Eran S. Ashany                      Director                                    March 6, 2000


/S/FRANK E. BRAWNER
-------------------
Frank E. Brawner                    Director                                    March 6, 2000


/S/L.B. DAY
-----------
L. B. Day                           Director                                    March 6, 2000


/S/ROBERT B. WITT
-----------------
Robert B. Witt                      Director                                    March 6, 2000

</TABLE>

<PAGE>


                                  EXHIBIT INDEX



Exhibit
Number              DESCRIPTION OF EXHIBITS





                    4.1  Article III of the  Registrant's  Amended and  Restated
                         Articles   of   Incorporation   as   amended   to  date
                         (incorporated   by  reference  to  Exhibits   3.(i)(a),
                         3.(i)(b) and 3.(i)(c) of the Registrant's  Registration
                         Statement  on Form S-1 as declared  effective on August
                         17, 1993 (Registration No. 33-64894)).



                    4.2  Articles II, VII and VIII of the Registrant's  Restated
                         Bylaws as amended to date (incorporated by reference to
                         Exhibits  3.(ii)(a) and  3.(ii)(b) of the  Registrant's
                         Registration   Statement   on  Form  S-1  as   declared
                         effective   on  August  17,  1993   (Registration   No.
                         33-64894)).



                    5.1  Opinion of Farleigh,  Wada & Witt, P.C. with respect to
                         the legality of the securities being registered.


                    23.1 Consent of  Farleigh,  Wada & Witt,  P.C.  (included in
                         Exhibit 5.1).


                    23.2 Consent  of Arthur  Andersen  LLP,  independent  public
                         accountants.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT FOR CFI PROSERVICES, INC.", "secsgml_size_bytes": 22654}]
{"company-data": {"conformed-name": "CFI PROSERVICES INC", "cik": "0000908180", "assigned-sic": "7372", "irs-number": "930704365", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32820", "film-number": "573494"}, "business-address": {"street1": "400 S W SIXTH AVE", "street2": "SUITE 200", "city": "PORTLAND", "state": "OR", "zip": "97204", "phone": "5032747280"}, "mail-address": {"street1": "400 S W SIXTH AVE", "street2": "STE 200", "city": "PORTLAND", "state": "OR", "zip": "97204"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              CFI PROSERVICES, INC.
             (Exact name of Registrant as specified in its charter)

OREGON                                                                93-0704365
(State or other jurisdiction of
incorporation or organization)          (I.R.S. Employer Identification Number)

400 S.W. SIXTH AVENUE, PORTLAND, OREGON                                  97204
(Address of Principal Executive Offices)                              (Zip Code)

                    EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN

                            (Full title of the Plan)

                               Matthew W. Chapman
                      Chairman and Chief Executive Officer

                              400 S.W. Sixth Avenue

                             PORTLAND, OREGON 97204
                     (Name and address of agent for service)

                                 (503) 274-7280

          (Telephone number, including area code, of agent for service)

                                   copies to:

                                F. Scott Farleigh
                                 David R. Ludwig

                           Farleigh, Wada & Witt, P.C.
                       121 S.W. Morrison Street, Suite 600

                             Portland, Oregon 97204
                                 (503) 228-6044

                         CALCULATION OF REGISTRATION FEE
--------------------------------- ---------------- ------------------------ ----------------------- ----------------
  TITLE OF SECURITIES TO BE        AMOUNT TO BE       PROPOSED MAXIMUM         PROPOSED MAXIMUM        AMOUNT OF
          REGISTERED                REGISTERED       OFFERING PRICE PER       AGGREGATE OFFERING     REGISTRATION
                                                           SHARE                   PRICE                 FEE
--------------------------------- ---------------- ------------------------ ----------------------- ----------------
COMMON STOCK, NO PAR VALUE        291,000(1)       $7.8125(2)               $2,273,437.50           $600.19

         Total                    291,000          $7.8125                  $2,273,437.50           $600.19
--------------------------------- ---------------- ------------------------ ----------------------- ----------------
(1) The Registrant filed a Registration  Statement on Form S-8 on September
28,  1999 to register  175,000  shares of common  stock  under the  Registrant's
Employee Savings and Stock Ownership Plan. This Registration Statement registers
an additional 291,000 shares under that plan.

     (2) Computed  pursuant to Rule 457(c)  promulgated under the Securities Act
of  1933,  as  amended,   solely  for  the  purpose  of  calculating  the  total
registration  fee,  based upon the high and low  prices of the Common  Stock as
reported on the Nasdaq stock market on March 16, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

There are hereby  incorporated by reference herein the following documents which
have been filed with the Securities and Exchange Commission (the "Commission"):

         (a)      The Company's  Annual Report on  Form 10-K for the fiscal year
                  ended December, 31, 1998.

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act")  since the end of the  Registrant's  fiscal  year  ended
                  December 31, 1998; and

         (c)      The description of the  Registration's  Common Stock contained
                  in the  Registrant's  Registration  Statement  filed  with the
                  Commission  pursuant  to  Section  12  of  the  Exchange  Act,
                  including  any  amendment  or report  filed for the purpose of
                  updating that description.

All documents filed by the Registrant 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 hereto that indicates that all
securities  offered have been sold or that  deregisters all such securities then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference  herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any other  subsequently  filed document
that also is  incorporated  or deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Oregon Business  Corporation Act (the "OBCA") authorizes the indemnification
of an officer or  director  made party to a  proceeding  because  the officer or
director is or was an officer or director against liability  (including  amounts
paid in settlement) incurred in the proceeding and against expenses with respect
to the proceeding  (including  attorney fees) if: (a) the conduct of the officer
or director was in good faith, (b) the officer or director  reasonably  believed
that his conduct was in the best  interests of the  corporation  or at least not
opposed to its best  interests,  (c) in the case of a criminal  proceeding,  the
officer or director had no reasonable cause to believe his conduct was unlawful,
(d) in the case of any proceeding by or in the right of the corporation,  unless
a court  otherwise  determines,  if such officer or director shall not have been
adjudged  liable,  and (e) in  connection  with any  other  proceeding  charging
improper  personal benefit to the director or officer,  unless a court otherwise
determines,  in which the  director  or officer was not  adjudged  liable on the
basis that personal benefit was improperly  received by the director or officer.
The Company's Amended and Restated  Articles of  Incorporation,  as amended (the
"Articles"),  and Amended and Restated  Bylaws  require the Company to indemnify
officers and directors to the fullest extent permissible by law.

The OBCA further  provides that the Articles of  Incorporation  of a corporation
may provide that no director shall be personally  liable to a corporation or its
shareholders  for monetary  damages for conduct as a director,  except that such
provision  does not  eliminate the liability of a director (i) for any breach of
the directors' duty of loyalty to the corporation or its  shareholders  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of the law,  (iii) for any unlawful  distribution  as defined
under the OBCA, or (iv) for any transaction  from which the director  derived an
improper personal benefit.  The Company's  Articles provide that, to the fullest
extent permissible by law, no director shall be personally liable to the Company
or its shareholders for money damages.

The Registrant  maintains a directors and officers  liability  insurance  policy
providing  for the insurance on behalf of any person who is or was a director or
officer of the  Registrant and its  subsidiary  companies  against any liability
incurred  by such person in any such  capacity  or arising out of such  person's
status as such. The insurer's limit of liability under the policy is $15,000,000
in the aggregate for all insured losses.  The policy contains various  reporting
requirements and is subject to certain exclusions and limitations.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.
ITEM 8.  EXHIBITS.

EXHIBIT NUMBER    DESCRIPTION OF EXHIBIT

                    4.1  Article III of the  Registrant's  Amended and  Restated
                         Articles   of   Incorporation   as   amended   to  date
                         (incorporated   by  reference  to  Exhibits   3.(i)(a),
                         3.(i)(b) and 3.(i)(c) of the Registrant's  Registration
                         Statement  on Form S-1 as declared  effective on August
                         17, 1993 (Registration No. 33-64894)).

                    4.2  Articles II, VII and VIII of the registrant's  Restated
                         Bylaws as amended to date (incorporated by reference to
                         Exhibits  3.(ii)(a) and  3.(ii)(b) of the  Registrant's
                         Registration   Statement   on  Form  S-1  as   declared
                         effective   on  August  17,  1993   (Registration   No.
                         33-64894)).

                    5.1  Opinion of Farleigh,  Wada & Witt, P.C. with respect to
                         the legality of the securities being registered.

                    23.1 Consent of  Farleigh,  Wada & Witt,  P.C.  (included in
                         Exhibit 5.1).

                    23.2 Consent  of Arthur  Andersen  LLP,  independent  public
                         accountants.

ITEM 9.  UNDERTAKINGS.

The Registrant hereby undertakes:

     (a)  (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 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.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high and
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent  change in the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  Registration
                         Statement.
(iii)To include any material information with respect to the
                         plan of distribution  not previously  disclosed in this
                         Registration  Statement or any material  change to such
                         information in this  Registration  Statement;  provided
                         however,  that  paragraphs  (1)(i)  and  (1)(ii) do not
                         apply if this  Registration  Statement  is on Form S-3,
                         Form S-8, or Form F-3 and the  information  required to
                         be  included  in a  post-effective  amendment  by those
                         paragraphs is contained in periodic  reports filed with
                         or  furnished  to  the  Commission  by  the  Registrant
                         pursuant to Section 13 or Section 15(d) of the Exchange
                         Act  that  are   incorporated   by  reference  in  this
                         Registration Statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under  the 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 the  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)      If the  Registrant is a foreign  private  issuer,  to
                           file a  post-effective  amendment to the Registration
                           Statement   to  include  any   financial   statements
                           required  by Rule  3-19 at the  start of any  delayed
                           offering  or   throughout  a   continuous   offering.
                           Financial   statements  and   information   otherwise
                           required  by Section  10(a)(3) of the Act need not be
                           furnished,  provided, that the Registrant includes in
                           the   prospectus,   by  means  of  a   post-effective
                           amendment,  financial statements required pursuant to
                           this paragraph (d), and other  information  necessary
                           to  ensure   that  all  other   information   in  the
                           prospectus  is at  least  as  current  as the date of
                           those  financial   statements.   Notwithstanding  the
                           foregoing,  with respect to  registration  statements
                           and information  required by Section  10(a)(3) of the
                           Act or Rule  3-19 if such  financial  statements  and
                           information  are contained in periodic  reports filed
                           with or furnished to the Commission by the Registrant
                           pursuant  to  Section  13 or  Section  15(d)  of  the
                           Exchange  Act that are  incorporated  by reference in
                           the Form F-3.
(b)  The  Registrant  hereby  undertakes  that,  for  purposes of
                    determining  any liability under the Act, each filing of the
                    Registrant's  annual  report  pursuant  to Section  13(a) or
                    15(d) of the  Exchange  Act  (and,  where  applicable,  each
                    filing of an employee  benefit plan's annual report pursuant
                    to Section 15(d) of the Exchange  Act) that is  incorporated
                    by reference in 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 the time  shall be deemed  to be the  initial
                    bona fide offering thereof.

               (c)  Insofar as indemnification for liabilities arising under the
                    Act may be permitted to directors, officers, and controlling
                    persons  of  the   Registrant   pursuant  to  the  foregoing
                    provisions,  or otherwise,  the  Registrant has been advised
                    that in the opinion of the 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 Act and will be governed
                    by the final adjudication of such issue.

               (d)  The Company hereby undertakes to submit the Employee Savings
                    and Stock  Ownership  Plan (the  "Plan")  and any  amendment
                    thereto to the Internal  Revenue Service ("IRS") in a timely
                    manner and to make all changes  required by the IRS in order
                    to qualify the Plan.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  on Form S-8 to be signed on its  behalf by the  undersigned,  thereto
duly authorized, in the City of Portland, State of Oregon, on March 6, 2000.

                                    CFI PROSERVICES, INC., an Oregon corporation

                                            BY:  /S/MATTHEW W. CHAPMAN
                                                 ---------------------
                                                  Matthew W. Chapman, Chairman
                                                  and Chief Executive Officer

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                                       DATED
/S/MATTHEW W. CHAPMAN
---------------------
Matthew W. Chapman                  Chairman, Chief Executive Officer           March 6, 2000
                                    and Director

/S/ROBERT P. CHAMNESS
---------------------
Robert P. Chamness                  President, Chief Operating                  March 6, 2000
                                    Officer, and Director

/S/KURT W. RUTTUM
-----------------
Kurt W. Ruttum                      Vice President and Chief                    March 6, 2000
                                    Financial Officer (Principal
                                    Financial and Accounting Officer)

/S/ROBERT T. JETT
-----------------
Robert T. Jett                      Executive Vice President,                   March 6, 2000
                                    Secretary and Director

/S/J. KENNETH BRODY
-------------------
J. Kenneth Brody                    Director                                    March 6, 2000

/S/LORRAINE O. LEGG
-------------------
Lorraine O. Legg                    Director                                    March 6, 2000

/S/ERAN S. ASHANY
-----------------
Eran S. Ashany                      Director                                    March 6, 2000

/S/FRANK E. BRAWNER
-------------------
Frank E. Brawner                    Director                                    March 6, 2000

/S/L.B. DAY
-----------
L. B. Day                           Director                                    March 6, 2000

/S/ROBERT B. WITT
-----------------
Robert B. Witt                      Director                                    March 6, 2000
EXHIBIT INDEX

Exhibit
Number              DESCRIPTION OF EXHIBITS

                    4.1  Article III of the  Registrant's  Amended and  Restated
                         Articles   of   Incorporation   as   amended   to  date
                         (incorporated   by  reference  to  Exhibits   3.(i)(a),
                         3.(i)(b) and 3.(i)(c) of the Registrant's  Registration
                         Statement  on Form S-1 as declared  effective on August
                         17, 1993 (Registration No. 33-64894)).

                    4.2  Articles II, VII and VIII of the Registrant's  Restated
                         Bylaws as amended to date (incorporated by reference to
                         Exhibits  3.(ii)(a) and  3.(ii)(b) of the  Registrant's
                         Registration   Statement   on  Form  S-1  as   declared
                         effective   on  August  17,  1993   (Registration   No.
                         33-64894)).

                    5.1  Opinion of Farleigh,  Wada & Witt, P.C. with respect to
                         the legality of the securities being registered.

                    23.1 Consent of  Farleigh,  Wada & Witt,  P.C.  (included in
                         Exhibit 5.1).

                    23.2 Consent  of Arthur  Andersen  LLP,  independent  public
                         accountants.