As filed with the Securities and Exchange Commission on April 25, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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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

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AURUM SOFTWARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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DELAWARE 77-0292260
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)

3385 SCOTT BLVD.
SANTA CLARA, CA 95054
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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1995 STOCK PLAN
1996 DIRECTOR OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)

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CHRISTOPHER L. DIER
CHIEF FINANCIAL OFFICER
AURUM SOFTWARE, INC.
3385 SCOTT BLVD.
SANTA CLARA, CA 95054
(408) 986-8100
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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Copies to:
DOUGLAS H. COLLOM, ESQ.
ROBERT F. KORNEGAY, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300

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CALCULATION OF REGISTRATION FEE
====================================================================================================================================
TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM MAXIMUM
TO BE AMOUNT OFFERING AGGREGATE AMOUNT OF
REGISTERED TO BE PRICE PER OFFERING REGISTRATION
REGISTERED(1) SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------------------

Common Stock, $0.001 par value
Issued under 1992 Restricted Stock Purchase Plan......... 827,579 Shares $ 0.25 (2) $ 206,895 $ 62.70
Issued under 1993 Stock Option Plan...................... 297 Shares $ 0.80 (3) $ 238 $ 0.07
To be issued under 1995 Stock Plan....................... 1,869,405 Shares $ 11.83 (4) $22,115,061 $ 6,701.53
Issued under 1995 Stock Plan............................. 2,450,290 Shares $ 9.30 (5) $22,787,697 $ 6,905.36
Issued under Consultant Stock Purchase Agreements........ 12,502 Shares $ 6.00 (6) $ 75,012 $ 22.73
To be issued under 1996 Employee Stock Purchase Plan..... 300,000 Shares $ 13.60 (7) $ 4,080,000 $ 1,236.36
To be issued under 1996 Director Option Plan............. 150,000 Shares $ 11.83 (8) $ 1,774,500 $ 537.73
TOTAL 5,610,073 Shares $51,039,403 $15,466.48
====================================================================================================================================

(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into seven subtotals.

(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933.
Such computation is based on the weighted average exercise price of $0.25
per share covering 827,579 shares issued under the Registrant's 1992
Restricted Stock Purchase Plan, which plan is now terminated.

(3) Computed in accordance with Rule 457(h) under the Securities Act of 1933.
Such computation is based on the exercise price of $0.80 per share covering
297 shares issued under the Registrant's 1993 Stock Option Plan, which plan
is now terminated.

(4) Computed in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933. The estimated exercise price of $11.83 per share was computed
in accordance with Rule 457 by averaging the high and low prices of one
share of the Registrant's Common Stock as reported by the Nasdaq National
Market on April 18, 1997.

(5) Computed in accordance with Rule 457(h) under the Securities Act of 1933.
Such computation is based on the weighted average exercise price of $9.30
per share covering 2,450,290 shares issued under the 1995 Stock Plan.

(6) Computed in accordance with Rule 457(h) under the Securities Act of 1933.
such computation is based on the purchase price of $6.00 per share covering
12,502 shares issued pursuant to Consultant Stock Purchase Agreements.

(7) The exercise price of $13.60 per share, computed in accordance with Rule
457(h) under the Securities Act of 1933, is 85% of the initial public
offering price as set forth in the final prospectus relating to the
Company's Registration Statement on Form SB-2, which the Commission
declared effective on October 28, 1996. Such date is the initial Enrollment
Date under the 1996 Employee Stock Purchase Plan. Pursuant to Section 2J of
the 1996 Employee Stock Purchase Plan, shares are sold at 85% of the lesser
of the fair market value of such shares on the Enrollment Date or on the
Exercise Date.

(8) Computed in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933. Such computation is based on an estimated exercise price of
$11.83 per share covering 150,000 authorized but unissued shares. The
estimated exercise price of $11.83 per share was computed in accordance
with Rule 457 by averaging the high and low prices of one share of the
Registrant's Common Stock as reported by the Nasdaq National Market on
April 18, 1997.

PROSPECTUS

AURUM SOFTWARE, INC.

1,672,804 SHARES

COMMON STOCK

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This Prospectus relates to 1,672,804 shares of the Common Stock (the
"Common Stock") of Aurum Software, Inc. (the "Company"), a Delaware Corporation,
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 on the Nasdaq
National 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.

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

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, 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:
AURM). On April 24, 1997, the last reported sale price of the Common Stock
was $13.625 per share.

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 April 25, 1997

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 Christopher L. Dier,
Chief Financial Officer, Aurum Software, Inc., 3385 Scott Blvd., Santa Clara,
California 95054. The Company's telephone number at that location is (408) 986-
8100.

The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended, 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., Room 1024, Washington, D.C. 20549 and at the
Commission's regional offices at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, IL 60661-2511 and Seven World Trade Center, 13th Floor, New York,
NY 10048. Copies of such material may be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549, at prescribed rates. The
Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the Commission's web site is
http://www.sec.gov. The Company's Common Stock is traded on the Nasdaq National
Market. The foregoing materials are also 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.

THE COMPANY

The Company was incorporated in California in 1991 and reincorporated in
Delaware in 1996. Unless the context otherwise requires, references to "Aurum"
and the "Company" refer to Aurum Software, Inc., a Delaware corporation, and its
predecessor, Aurum Software, Inc., a California corporation. The Company's
principal executive offices are located at 3385 Scott Blvd., Santa Clara,
California 95054, and its telephone number is (408) 986-8100.

SELLING STOCKHOLDERS

Except as otherwise set forth below, none of the Selling Stockholders is an
executive officer or director of the Company, and none of the Selling
Stockholders beneficially owns, individually or in the aggregate, more than 1%
of the outstanding Common Stock of the Company prior to this offering. All of
the shares of Common Stock beneficially owned by the Selling Stockholders were
issued upon exercise of stock options granted under either the Company's 1993
Stock Option Plan or 1995 Stock Plan or purchased pursuant to the 1992
Restricted Stock Purchase Plan or Consultant Stock Purchase Agreements. The
following table identifies the names of the Selling Stockholders and the number
of shares of Common Stock to be sold by them pursuant to this Prospectus.

NUMBER OF SHARES
NAME BEING OFFERED (1)
--------------------------------- ----------------

Valerie Anderson................. 7,500
Prabhat Andleigh................. 5,683
Sienna Apis...................... 92
Robert Baptist................... 625
Michael Barnwell................. 1,240
William Bernart.................. 625
Joseph Brilando.................. 2,063
Mike Bristol..................... 212
Byrd Britt....................... 3,750
Russell Brown.................... 131
David Bruemmer................... 2,500
Dean Brunette.................... 132
David D. Buchanan(2)............. 174,091
Susan K. Buchanan(3)............. 174,091
Timothy E. Campbell(4)........... 50,000
Jennifer Carter.................. 2,500
Yuchin Chang..................... 206
Robert Chewey.................... 1,000
Wanda Chung...................... 250
Mary Coleman(5).................. 458,047
Richard Cowden................... 5,250
Scott Cozzo...................... 750

NUMBER OF SHARES
NAME BEING OFFERED
-------------------------------- ----------------

Carol Crowe..................... 1,897
Noemi DeBodisco................. 3,500
Devine & Virnig................. 7,500
Christopher L. Dier(6).......... 26,250
Kimlan Do....................... 92
Charles Donchess................ 32,881
Andrew Dreisch.................. 25,001
Marc Eichenholtz................ 198
Kathleen Fitzgerald............. 18,084
Susan Foley..................... 12,500
Fawn Frank...................... 228
Karen Franklin.................. 35
Jeffrey Galea................... 7,500
Lisa Ganson..................... 875
Thomas Gregory.................. 1,042
Bruce Harrison.................. 1,313
Harvey Hendler.................. 3,000
Renee Hirsch.................... 1,625
James Hughes.................... 14,000
Philip Ifkovits................. 510
Steven Jordan................... 588
Sean Kelly...................... 5,250
Krista Kendall.................. 1,250
Kamal Khosla.................... 2,050
James Kirby..................... 1,150
Martin Kral..................... 4,375
C.J. Kurtz...................... 3,000
Dirk Lapaglia................... 2,500
Robert Lauridsen................ 588
Joshua Leslie................... 1,913
Mark Leslie(7).................. 6,855
Seth Leslie..................... 1,913
Cynthia Levy.................... 5,251
Elaine Lin...................... 3,752
Yu Lin.......................... 3,751
Beverly Lindenberger............ 88
James Liu....................... 67
Richard Louie................... 632
Keh-Yueh Lu..................... 105
James Lui....................... 105
Tuoc Luong(8)................... 156,530
Terrence Lydon.................. 17,456
Brook Mantia.................... 250
Rose Martin..................... 63
Denise Matsuoka................. 250
John Mayer...................... 16,250
Rama McIntosh................... 157
Thomas McKneight................ 16,780
Gregory McLemore................ 17,501
Patricia Meeker................. 1,301
Robert Meinhardt................ 250
Alan Meyers..................... 6,251
Kylene Miller................... 296

NUMBER OF SHARES
NAME BEING OFFERED
-------------------------------- ----------------

Christopher Moen................ 1,875
Peter Mork...................... 46,876
Deborah Murray.................. 1,219
Gillian Murray.................. 188
Stephen Plume................... 700
Stephen Prevost................. 625
Tracey Prim..................... 905
Brenda Probasco................. 750
Mabs Rahman..................... 277
Dwain Reasoner.................. 1,840
Georgina Robinson............... 68
Randy Rogensack................. 30,967
Mickey Saegesser................ 729
Bruce Sandell................... 246
R.C. Search..................... 2,314
Faysal Shaarani................. 94
Claudia Smiley.................. 110
Robert Smiley................... 919
Linda Smith..................... 750
Theresa Snyder.................. 221
Debra Staab..................... 2,569
Steven Stubbs................... 250
Thord Sundstrom................. 750
Solomon Tan..................... 250
James Taylor.................... 50
David Teich..................... 67
James W. Thanos(9).............. 154,735
Laura Thompson.................. 9,375
Nicole Tilton................... 375
Roger Turnham................... 2,030
Pasko Varnica................... 505
Lee Walker...................... 356
Duane Wandless.................. 307
Jun Wang........................ 225
Jeffrey Webber(10).............. 20,814
Jeffrey Whipple................. 1,500
Susan Williams.................. 3,751
Brigitte Wilson................. 51,185
Noah Woodman.................... 3,750
Dennis Woynerowski.............. 250
Mary Zones...................... 750
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TOTAL 1,672,804

(1) Options granted under the Company's 1995 Stock Plan (as in effect prior to
the Company's initial public offering) were exercisable immediately upon
grant and prior to full vesting, subject to the optionee's entering a
restricted stock purchase agreement with the Company with respect to any
unvested shares. Under such agreement, the optionee grants the Company an
option to repurchase any unvested shares at their original purchase price
in the event the optionee's employment or consulting relationship with the
Company should terminate. The 1995 Stock Plan was amended in connection
with the Company's initial public offering such that future grants will
not include an early exercise provision.

(2) Mr. Buchanan is an Executive Vice President and director of the Company.
As of April 25, 1997 and prior to this offering, Mr. Buchanan beneficially
owned 763,467 shares of Common Stock, equal to approximately 6.6% of the
outstanding Common Stock of the Company. Up to a total of 174,091 shares
presently owned by Mr. Buchanan may be sold by Mr. Buchanan pursuant to
this Prospectus.

(3) Ms. Buchanan is an Executive Vice President of the Company. As of
April 25, 1997 and prior to this offering, Ms. Buchanan beneficially owned
763,467 shares of Common Stock, equal to approximately 6.6% of the
outstanding Common Stock of the Company. Up to a total of 174,091 shares
presently owned by Ms. Buchanan may be sold by Ms. Buchanan pursuant to
this Prospectus.

(4) Mr. Campbell is the Company's Vice President, Client Services. As of
April 25, 1997 and prior to this offering, Mr. Campbell beneficially owned
83,125 shares of Common Stock, including 32,500 shares immediately
issuable upon exercise of outstanding options under the Company's 1995
Stock Plan and equal in the aggregate to less than 1% of the outstanding
Common Stock of the Company. Up to a total of 50,000 shares presently
owned by Mr. Campbell may be sold by Mr. Campbell pursuant to this
Prospectus.

(5) Ms. Coleman is the Company's President and Chief Executive Officer and a
member of its Board of Directors. As of April 25, 1997 and prior to this
offering, Ms. Coleman beneficially owned 458,547 shares of Common Stock,
equal to approximately 4.0% of the outstanding Common Stock of the
Company. Up to a total of 458,047 shares presently owned by Ms. Coleman
may be sold by Ms. Coleman pursuant to this Prospectus.

(6) Mr. Dier is the Company's Vice President, Finance and Chief Financial
Officer. As of April 25, 1997 and prior to this offering, Mr. Dier
beneficially owned 91,849 shares of Common Stock, including options to
acquire 65,224 shares immediately issuable upon exercise of outstanding
options under the Company's 1995 Stock Plan and equal in the aggregate to
less than 1% of the outstanding Common Stock of the Company. Up to a total
of 26,250 shares presently owned by Mr. Dier may be sold by Mr. Dier
pursuant to this Prospectus.

(7) Mr. Leslie is a member of the Company's Board of Directors. As of April
25, 1997 and prior to this offering, Mr. Leslie beneficially owned 29,043
shares of Common Stock, including an option to acquire 18,750 shares
immediately issuable upon exercise of an outstanding option under the
Company's 1995 Stock Plan and equal in the aggregate to less than 1% of
the outstanding Common Stock of the Company. Up to a total of 6,855 shares
presently owned by Mr. Leslie may be sold by Mr. Leslie pursuant to this
Prospectus.

(8) Mr. Luong is the Company's Vice President, Engineering. As of April 25,
1997 and prior to this offering, Mr. Luong beneficially owned 156,780
shares of Common Stock, equal to approximately 1.3% of the outstanding
Common Stock of the Company. Up to a total of 156,530 shares presently
owned by Mr. Luong may be sold by Mr. Luong pursuant to this Prospectus.

(9) Mr. Thanos is the Company's Vice President, Worldwide Operations. As of
April 25, 1997 and prior to this offering, Mr. Thanos beneficially owned
154,735 shares of Common Stock, equal to approximately 1.3% of the
Company's outstanding Common Stock as of April 25, 1997.

(10) Mr. Webber is a member of the Company's Board of Directors. As of April
25, 1997 and prior to this offering, Mr. Webber beneficially owned 23,627
shares of Common Stock, equal to less than 1% of the outstanding Common
Stock of the Company. Up to a total of 20,814 shares presently owned by
Mr. Webber may be sold by Mr. Webber pursuant to this Prospectus.

PLAN OF DISTRIBUTION

The Company has been advised by the Selling Stockholders that they intend
to sell all or a portion of the shares offered hereby from time to time in the
Nasdaq National Market and that sales will be made at prices prevailing in the
Nasdaq National Market at the times of such sales. The Selling Stockholders may
also make private sales directly or through a broker or brokers, who may act as
agent or as principal. Further, the Selling Stockholders may choose to dispose
of the shares offered hereby by gift to a third party or as a donation to a
charitable or other non-profit

entity. In connection with any sales, the Selling Stockholders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act.

Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Stockholders (and, if such broker acts as agent for
the purchaser of such shares, from such purchaser). Usual and customary
brokerage fees will be paid by the Selling Stockholders. Broker-dealers may
agree with the Selling Stockholders to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the Selling Stockholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the Selling Stockholders. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions computed as described above.

The Company has advised the Selling Stockholders that the anti-manipulative
provisions of Regulation M under the Securities Exchange Act of 1934, as
amended, may apply to sales in the market and has informed them of the possible
need for delivery of copies of this Prospectus. The Selling Stockholders may
indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities, including liabilities arising under
the Securities Act. Any commissions paid or any discounts or concessions allowed
to any such broker-dealers, and, if any such broker-dealers purchase shares as
principal, any profits received on the resale of such shares, may be deemed to
be underwriting discounts and commissions under the Securities Act.

Upon the Company's being notified by the Selling Stockholders that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act, setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such shares were sold by the Selling Stockholders, the commissions paid or
discounts or concessions allowed by the Selling Stockholders to such broker-
dealer(s), and where applicable, that such broker-dealer(s) did not conduct any
investigation to verify the information set out in this Prospectus.

Any securities covered by this Prospectus which qualify for sale pursuant to
Rules 144 and 701 under the Securities Act may be sold under that Rule rather
than pursuant to this Prospectus. In general, under Rule 144 as in effect
beginning April 29, 1997, a person (or persons whose shares are aggregated),
including any person who may be deemed to be an "affiliate" of the Company, is
entitled to sell within any three month period "restricted shares" beneficially

owned by him or her in an amount that does not exceed the greater of (i) 1% of
the then outstanding shares of Common Stock or (ii) the average weekly trading
volume in shares of Common Stock during the four calendar weeks preceding such
sale, provided that at least one year has elapsed since such shares were
acquired from the Company or an affiliate of the Company. Sales are also subject
to certain requirements as to the manner of sale, notice and availability of
current public information regarding the Company. However, a person who has not
been an "affiliate" of the Company at any time within three months prior to the
sale is entitled to sell his or her shares without regard to the volume
limitations or other requirements of Rule 144, provided that at least two years
have elapsed since such shares were acquired from the Company or an affiliate of
the Company. In general, under Rule 701 as currently in effect, any employee,
consultant or advisor of the Company who purchases shares from the Company in
connection with a compensatory stock or option plan or other written agreement
related to compensation is eligible to resell such shares 90 days after October
28, 1996, the effective date of the registration statement relating to the
Company's initial public offering in reliance on Rule 144, but without
compliance with certain restrictions contained in Rule 144.

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

SECURITIES TO BE OFFERED

The Shares offered hereby are shares of Common Stock, $.001 par value, of
the Company. Each share of such Common Stock entitles the holder to one vote on
matters submitted to a vote of the stockholders, a pro rata share of such
dividends as may be declared on the Common Stock, and a pro rata share of assets
remaining available for distribution to stockholders upon a liquidation of the
Company. Such Common Stock is not convertible and has no preemptive rights.
While the Board of Directors has authority, within certain limitations, to issue
shares of Preferred Stock which would have one or more preferences over the
Common Stock, no Preferred Stock is currently outstanding and the Company has no
present plans to issue any Preferred Stock.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Certificate of Incorporation limits the monetary liability of
its directors to the Company or its stockholders for breach of such director's
fiduciary duty to the fullest extent permitted by the Delaware General
Corporation Law (the "DGCL") or, if the DGCL is not applicable, to the fullest
extent permissible under applicable law. In addition, the Certificate of
Incorporation authorizes the Company by bylaw, agreement, or otherwise to
indemnify directors, officers, employees and agents in excess of the
indemnification permitted by applicable law.

Under the Company's by-laws, each person who was or is a party or is
threatened to be made a party to, or is involved in, any proceeding by reason of
the fact that he or she is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, employee or
agent of another corporation or other enterprise, shall be indemnified and held
harmless by the Company to the fullest extent permitted by the DGCL against all
costs, charges, expenses, liabilities and losses (including attorney's fees)
reasonably incurred or suffered by such person in connection with such
proceeding. Such right to indemnification includes the right to be paid by the
Company the expenses incurred in defending any such proceeding in advance of its
final disposition. The Board of Directors has discretion to provide
indemnification to employees and agents of the Company with the same scope and
effect as the foregoing indemnification of directors and officers. The foregoing
right to indemnification and advancement of expenses under the Company's by-law
provisions are not exclusive of any other right which any person may have or
acquire under the Company's charter, any statute, agreement or otherwise.

In addition, the Company has entered into indemnification agreements with
each of its directors and executive officers and has obtained a directors' and
officers' liability insurance policy that insures such persons against the cost
of defense, settlement or payment of judgments under certain circumstances.

Pursuant to that certain Underwriting Agreement dated October 28, 1996
among the Company and the underwriters of the Company's initial public
offering, the Company's officers and directors and other persons who control the
Company are indemnified against any and all losses, claims, damages or
liabilities to which such persons may become subject under the Securities Act,
Exchange Act, and common law which arise out of any untrue statement regarding
or omission of a material fact contained in the registration statement for such
initial public offering if such statement or omission was made in reliance upon
and in conformity with information provided to the Company in writing by any
underwriter of the Company's initial public offering.

INFORMATION INCORPORATED BY REFERENCE

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

(1) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed October 3, 1996 pursuant to
Section 12(g) of the Exchange Act.

(2) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 as filed March 31, 1997 pursuant to Section 13 of the Exchange
Act.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.

AURUM SOFTWARE, INC.
REGISTRATION STATEMENT ON FROM S-8

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

(1) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed October 3, 1996 pursuant to
Section 12(g) of the Exchange Act.

(2) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 as filed March 31, 1997 pursuant to Section 13 of the Exchange
Act.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities registered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

As of the date of this Prospectus, a member of Wilson Sonsini Goodrich &
Rosati, Professional Corporation, counsel to the Company, and investment
partnershps of which members of such firm are partners, beneficially own 11,009
shares of the Company's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Certificate of Incorporation limits the monetary liability of
its directors to the Company or its stockholders for breach of such director's
fiduciary duty to the fullest extent permitted by the Delaware General
Corporation Law (the "DGCL") or, if the DGCL is not applicable, to the fullest
extent permissible under applicable law. In addition, the Company's charter
authorizes the Company by bylaw, agreement or otherwise to indemnify directors,
officers, employees and agents in excess of the indemnification permitted by
applicable law.

Under the Company's by-laws, each person who was or is a party or is
threatened to be made a party to, or is involved in, any proceeding by reason of
the fact that he or she is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, employee or
agent of another corporation or other enterprise, shall be indemnified and held
harmless by the Company to the fullest extent permitted by the DGCL against all
costs, charges, expenses, liabilities and losses (including attorney's fees)
reasonably incurred or suffered by such person in connection with such
proceeding. Such right to indemnification includes the right to be paid by the
Company the expenses incurred in defending any such proceeding in advance of its
final disposition. The Board of Directors has discretion to provide
indemnification to employees and agents of the Company with the same scope and
effect as the foregoing indemnification of directors and officers. The
foregoing right to indemnification and advancement of expenses under the
Company's by-laws is not exclusive of any other right which any person may have
or acquire under the Company's charter, any statute, agreement or otherwise.

II-1

Pursuant to that certain Underwriting Agreement dated October 28, 1996,
among the Company and the underwriters of the Company's initial public offering,
the Company's officers and directors and other persons who control the Company
are indemnified against any and all losses, claims, damages or liabilities to
which such persons may become subject under the Securities Act, Exchange Act,
and common law which arise out of any untrue statement regarding or omission of
a material fact contained in the registration statement for such initial public
offering if such statement or omission was made in reliance upon and in
conformity with information provided to the Company in writing by any
underwriter of the Company's initial public offering.

See also the undertakings set out in the response to Item 9 herein.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

The issuance of the shares being offered by the Form S-3 resale prospectus
were deemed to be exempt from registration under the Securities Act in reliance
on Section 4(2) of the Securities Act, or Regulation D promulgated thereunder,
or Rule 701 promulgated under Section 3(b) of the Securities Act, as
transactions by an issuer not involving a public offering or transactions
pursuant to compensatory benefit plans and contracts relating to compensation as
provided under such Rule 701. The recipients of securities in each such
transaction represented their intention to acquire the securities for investment
only and not with a view to or for sale in connection with any distribution
thereof and appropriate legends were affixed to the share certificates and
instruments issued in such transactions. All recipients had adequate access,
through their relationship with the Company, to information about the
Registrant.

ITEM 8. EXHIBITS.

Exhibit
Number Description
------- ---------------------------------------------------------

5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
10.2+ 1995 Stock Plan, as amended, and form of Stock Option Agreement
thereunder.
10.3* 1996 Director Option Plan and form of Director Stock Option
Agreement thereunder.
10.4* 1996 Employee Stock Purchase Plan and forms of agreement
thereunder.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Independent Accountants.
25.1 Power of Attorney (see page II-4).

------------------------------
* Incorporated by reference to the exhibit bearing the same number filed
with the Company's Registration Statement on Form SB-2, as amended (No.
333-11947), which the Securities and Exchange Commission declared
effective on October 28, 1996.

+ Incorporated by reference to the exhibit bearing the same number filed
with the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 as filed with the Securities and Exchange Commission
on March 31, 1997.

ITEM 9. UNDERTAKINGS.

The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

II-2

(4) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to applicable law, the Company's Certificate of
Incorporation, Bylaws or indemnification agreements, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Company will, unless in the opinion of its counsel the
matter has already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities 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, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8/S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on this 25th day
of April, 1997.

AURUM SOFTWARE, INC.

By: /s/ CHRISTOPHER L. DIER
--------------------------
Christopher L. Dier
Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mary E. Coleman and Christopher L. Dier,
and each of them, as his or her attorney-in-fact, with full power of
substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8/S-3, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.

II-4

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- -------------------------- ------------------------------ ---------------

/s/ MARY E. COLEMAN President, Chief Executive April 25, 1997
- -------------------------- Officer and Director
Mary E. Coleman (Principal Executive Officer)

/s/ CHRISTOPHER L. DIER Chief Financial Officer April 25, 1997
- -------------------------- (Principal Financial
Christopher L. Dier and Accounting Officer)

/s/ ROBERT M. OBUCH Director April 25, 1997
- --------------------------
Robert M. Obuch

/s/ OLIVER D. CURME Director April 25, 1997
- --------------------------
Oliver D. Curme

/s/ JEFFREY T. WEBBER Director April 25, 1997
- --------------------------
Jeffrey T. Webber

/s/ DAVID D. BUCHANAN Director April 25, 1997
- --------------------------
David D. Buchanan

/s/ ROBERT J. LOARIE Director April 25, 1997
- --------------------------
Robert J. Loarie

/s/ Director April 25, 1997
- --------------------------
Charles C. Wu

/s/ MARK LESLIE Director April 25, 1997
- --------------------------
Mark Leslie

II-5

INDEX TO EXHIBITS

Exhibit Sequentially
Number Description Numbered Page
------- ------------------------------------------------------------------------------- -------------

5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation...........
10.2+ 1995 Stock Plan, as amended, and form of Stock Option Agreement
thereunder......................................................................
10.3* 1996 Director Option Plan and form of Director Stock Option Agreement
thereunder......................................................................
10.4* 1996 Employee Stock Purchase Plan and forms of agreement thereunder.............
23.1 Consent of counsel (contained in Exhibit 5.1)...................................
23.2 Consent of Independent Accountants..............................................
25.1 Power of Attorney (see page II-4)...............................................

- ----------------------------
* Incorporated by reference to the exhibit bearing the same number filed with
the Company's Registration Statement on Form SB-2, as amended (No. 333-
11497), which the Securities and Exchange Commission declared effective on
October 28, 1996.

+ Incorporated by reference to the exhibit bearing the same number filed with
the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996 filed with the Securities and Exchange Commission on March 31, 1997.