AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY [ ], 1998
REGISTRATION STATEMENT NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DAOU SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 330284454
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

5120 SHOREHAM PLACE
SAN DIEGO, CALIFORNIA 92122
(619) 452-2221
(Address of Principal Executive Offices, Zip Code)

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1996 STOCK OPTION PLAN
(Full title of the plan)

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DANIEL J. DAOU
PRESIDENT
DAOU SYSTEMS, INC.
5120 SHOREHAM PLACE
SAN DIEGO, CALIFORNIA 92122
(619) 452-2221
(Name, address and telephone number, including area code, of agent for service)

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Copy to:
JOHN J. HENTRICH, ESQ.
BAKER & MCKENZIE
101 WEST BROADWAY, TWELFTH FLOOR
SAN DIEGO, CALIFORNIA 92101-3890
(619) 236-1441

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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(3) REGISTRATION FEE
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Common Stock, $0.001 par value
per share . . . . . . . . . . . 2,632,075 $ 22.25 $ 58,563,669 $ 17.300
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(1) These shares represent shares of Common Stock which have become available
for issuance under the Registrant's 1996 Stock Option Plan as a result of
an amendment approved by the stockholders at the Registrant's Annual
Meeting of Stockholders held on May 19, 1998 (the "Annual Meeting")
increasing the number of shares reserved for issuance thereunder from
1,367,925 to 4,000,000. This Registration Statement shall also cover any
additional shares of Common Stock which become issuable by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the Registrant's outstanding shares of Common Stock.

(2) Calculated solely for the purpose of determining the registration fee on
the basis of the average of the high and low prices of the Common Stock as
reported by the Nasdaq National Market System on July 22, 1998 in
accordance with Rule 457(h)(1) and (c) of the Securities Act of 1933, as
amended (the "Act").

(3) Calculated in accordance with the Rule 457(h) under the Act.

STATEMENT UNDER GENERAL INSTRUCTION E--REGISTRATION OF ADDITIONAL SECURITIES.

Unless as noted herein, the contents of the Registrant's Registration
Statement on Form S-8 with respect to the 1996 Stock Option Plan (File No.
333-29745) are hereby incorporated by reference into this Registration
Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

5.1 -- Opinion of Baker & McKenzie.
23.1 -- Consent of Ernst & Young LLP, independent auditors.
23.2 -- Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 -- Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.4 -- Consent of Baker & McKenzie (contained in Exhibit 5.1).
24.1 -- Power of Attorney (see page II-2).
99.1 -- DAOU Systems, Inc. 1996 Stock Option Plan, as amended.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on
this 24th day of July, 1998.

DAOU SYSTEMS, INC.

By: /s/ Daniel J. Daou
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Daniel J. Daou
President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Georges J. Daou, Daniel J. Daou
and Fred C. McGee jointly and severally, as his attorneys-in-fact, each with
full power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 24, 1998.

SIGNATURE TITLE

/s/Georges J. Daou Chief Executive Officer and Chairman of the Board
- -------------------------- of Directors (Principal Executive Officer)
Georges J. Daou

/s/Daniel J. Daou President and Director
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Daniel J. Daou

/s/Fred C. McGee Executive Vice President, Chief Financial Officer
- -------------------------- and Secretary (Principal Financial and Accounting
Fred C. McGee Officer)

/s/Larry D. Grandia Director
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Larry D. Grandia

/s/Richard B. Jaffe Director
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Richard B. Jaffe

/s/David W. Jahns Director
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David W. Jahns

/s/John H. Moragne Director
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John H. Moragne

II-2

EXHIBIT INDEX

II-3