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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7 , 1996
REGISTRATION NO.____________________________________________

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8/S-3
REGISTRATION STATEMENT

(Including registration of shares for resale by means of a Form S-3 Prospectus)
UNDER
THE SECURITIES ACT OF 1933

OPENVISION TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)

DELAWARE 94-3161663
(State of Incorporation) (I.R.S. Employer Identification Number)

7133 KOLL CENTER PARKWAY, SUITE 200
PLEASANTON, CA 94566
(Address of principal executive offices)

1996 EMPLOYEE STOCK PURCHASE PLAN
1996 DIRECTOR OPTION PLAN
1992 STOCK PLAN
(Full title of the plan)

MICHAEL S. FIELDS
CHAIRMAN OF THE BOARD
OPENVISION TECHNOLOGIES, INC.
7133 KOLL CENTER PARKWAY
PLEASANTON, CA 94566
(510) 426-6400
(Name, address, including zip code and telephone number, including area code,
of agent for service)

Copy to:
BARRY E. TAYLOR, ESQ.
DONNA M. PETKANICS, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304

CALCULATION OF REGISTRATION FEE

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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock, $.001 par value
- To be issued under the 1996 Employee Stock 300,000 shares $ 11.90(1) $ 3,570,000(1) $ 1,231
Purchase Plan
- To be issued under the 1996 Director Option Plan 250,000 shares $ 14.00(2) $ 3,500,000(2) $ 1,207
- Issued under the 1992 Stock Plan 784,977 shares $ 14.00(2) $ 10,989,678(2) $ 3,790
- To be issued under the 1992 Stock Plan 2,909,870 shares $ 9.50(3) $ 27,643,765(3) $ 9,532
TOTAL 4,244,847 SHARES $ 45,703,443 $ 15,760
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(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee on the basis of 85% of the Price to Public set forth on
the cover page of the Company's Prospectus dated May 7, 1996 relating to
its initial public offering, $14.00 per share (the "MARKET PRICE").

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
registration fee on the basis of the Market Price.

(3) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee. The price of $9.50 per share represents the weighted
average exercise price based on (a) the weighted average exercise price of
the 1,065,594 shares subject to options currently outstanding under the
1992 Stock Plan of $1.72 per share, and (b) as to the 1,844,276 shares
subject to future issuance under the 1992 Stock Plan, the Market Price.
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PROSPECTUS

OPENVISION TECHNOLOGIES, INC.

784,977 Shares

Common Stock

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This Prospectus relates to 784,977 shares of the Common Stock (the
"COMMON STOCK") of OpenVision Technologies, Inc. (the "COMPANY"), which may be
offered from time to time by Selling Stockholders (the "SELLING STOCKHOLDERS")
for their own accounts. It is anticipated that the Selling Stockholders will
offer shares for sale at prevailing prices in the over-the-counter market on the
date of sale. The Company will receive no part of the proceeds from sales made
hereunder. The Selling Stockholders will bear all sales commissions and similar
expenses. Any other expenses incurred by the Company in connection with the
registration and offering and not borne by the Selling Stockholders will be
borne by the Company. 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.

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Each Selling Stockholder and any broker executing selling orders on
behalf of a Selling Stockholder may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.

The Common Stock is traded on the Nasdaq National Market (Nasdaq
Symbol: OPVN). The Company's Common Stock was initially sold to the public at a
price of $14.00 per share on May 7, 1996.

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.

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The date of this Prospectus is May 7, 1996

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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 any Selling Stockholder. 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 Jay Jones, General
Counsel, OpenVision Technologies, Inc., 7133 Koll Center Parkway, Pleasanton,
California, 94566. The Company's telephone number at that location is (510)
426-6400.

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 500 West Madison Street, Suite 1400, Chicago,
IL 60661 and Seven World Trade Center, 13th Floor, 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 Company's Common
Stock is traded on the Nasdaq National Market. The foregoing materials should
also be available for inspection at the National Association of Securities
Dealers, Inc., 1735 K. Street N.W., Washington, D.C. 20006.

This prospectus contains information concerning the Company and the
sale of its Common Stock by the Selling Stockholders, 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, as amended (the "SECURITIES ACT"). The Registration Statement, including
various exhibits, may be inspected at the Commission's office in Washington,
D.C.

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THE COMPANY

The Company was incorporated in June 1992 and has acquired a
significant part of its technology through ten acquisitions of companies,
division of companies or products, all of which were completed prior to July 31,
1993. The Company's headquarters are located at 7133 Koll Center Parkway,
Pleasanton, California 94566, and its telephone number is (510) 426-6400.

SELLING STOCKHOLDERS

None of the Selling Stockholders is an executive officer or director of
the Company. The Selling Stockholders do not beneficially own, individually or
in the aggregate, more than 1% of the outstanding Common Stock of the Company
prior to this offering. The following table shows the names of the Selling
Stockholders and the number of shares of Common Stock to be sold by them
pursuant to this Prospectus: