content: <PAGE>   1
      As filed with the Securities and Exchange Commission on February 7, 1997
                                                  Registration No. 333-___________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                                      
                               -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
                                                      
                               -----------------------
  
                           TOUCHSTONE SOFTWARE CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                      95-3778226
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
  of Incorporation or Organization)
  
                             2124 MAIN STREET, 2ND FLOOR
                         HUNTINGTON BEACH, CALIFORNIA  92648
                 (Address of Principal Executive Offices) (Zip Code)
                                                      
                              ------------------------
  
                           TOUCHSTONE SOFTWARE CORPORATION
                              1997 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
                                                      
                               -----------------------
  
                                   RONALD R. MAAS
                           TOUCHSTONE SOFTWARE CORPORATION
          2124 MAIN STREET, 2ND FLOOR, HUNTINGTON BEACH, CALIFORNIA  92648
            (Name and Address, Including Zip Code, of Agent For Service)
                                   (714) 969-7746
            (Telephone Number, Including Area Code, of Agent For Service)
                                                      
                              ------------------------
  
                           CALCULATION OF REGISTRATION FEE
                                                                                  
  
  ================================================================================
  <TABLE>
  <CAPTION>
                                                  Proposed    Proposed
    Title of                                      Maximum     Maximum
   Securities                         Amount      Offering   Aggregate Amount of
      to be                           to be        Price     Offering Registration
   Registered                     Registered(1) per Share(2) Price(2)      Fee
   ----------                     ----------    ---------    -----         ---
  <S>                                              <C>     <C>           <C>
  1997 Incentive Stock Plan
  -------------------------
  
  Options to purchase Common Stock  1,200,000       N/A         N/A       N/A
  
  Common Stock, $0.001 par value 1,200,000 shares  $2.937   $3,750,000   $1,068
  
                                                                                  
  ================================================================================
  </TABLE>
  
  (1)      This Registration Statement shall also cover any additional shares of
           Common Stock which become issuable under the TouchStone Software
           Corporation 1997 Stock Incentive Plan by reason of any stock dividend,
           stock split, recapitalization or other similar transaction effected
           without the receipt of consideration which results in an increase in
           the number of the outstanding shares of Common Stock of TouchStone
           Software Corporation.
  
  (2)      Calculated solely for purposes of this offering under Rule 457(h) of
           the Securities Act of 1933, as amended (the "1933 Act"), on the basis
           of the average of the bid and ask prices per share of Common Stock of
           TouchStone Software Corporation on February 3, 1997, as reported on
           the Nasdaq National Market.
  <PAGE>   2
                                       PART I
  
           Information required by Part I to be contained in the Section 10(a)
  prospectus is omitted from this Registration Statement in accordance with Rule
  428 under the 1933 Act and the Note to Part I of Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  Incorporation of Documents by Reference
  
           TouchStone Software Corporation (the "Registrant") hereby incorporates
  by reference into this Registration Statement the following documents
  previously filed with the Securities and Exchange Commission (the "SEC"):
  
  (a)      The Registrant's Annual Report on Form 10-KSB, for the fiscal year
           ended December 31, 1995, filed with the SEC on April 1, 1996, as
           amended by Amendment No. 1 thereto, filed with the SEC on April 8,
           1996.
  
  (b)      The Registrant's Quarterly Report on Form 10-QSB, for the quarter
           ended March 31, 1996, filed with the SEC on May 15, 1996.
  
  (c)      The Registrant's Quarterly Report on Form 10-QSB, for the quarter
           ended June 30, 1996, filed with the SEC on August 14, 1996.
  
  (d)      The Registrant's report on Form 8-K, filed with the SEC on
           September 27, 1996, and any amendments thereto.
  
  (e)      The Registrant's definitive Proxy Statement on Schedule 14A, filed
           with the SEC on November 14, 1996.
  
  (f)      The Registrant's Quarterly Report on Form 10-QSB, for the quarter
           ended September 30, 1996, as filed with the SEC on November 14, 1996.
  
  (g)      The Registrant's Registration Statement No. 000-28890 on Form 8-A
           filed with the SEC on September 27, 1996, pursuant to Section 12 of
           the Securities Exchange Act of 1934, as amended, in which there is
           described the terms, rights and provisions applicable to the
           Corporation's outstanding Common Stock.
  
           All reports and definitive proxy or information statements filed
  pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
  this Registration Statement and prior to the filing of a post-effective
  amendment which indicates that all securities offered hereby have been sold or
  which deregisters all securities then remaining unsold shall be deemed to be
  incorporated by reference into this Registration Statement and to be a part
  hereof from the date of filing of such documents.  Any statement contained in a
  document incorporated or deemed to be 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 subsequently filed
  document which also is 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.
  
  
  
  
  
  <PAGE>   3
  
  Item 4.  Description of Securities
  
           Not Applicable.
  
  
  Item 5.  Interests of Named Experts and Counsel
  
           Not Applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
           Under Section 145 of the Delaware General Corporation Law ("Delaware
  Law"), the Registrant has broad powers to indemnify its directors and officers
  against liabilities they may incur in such capacities, including liabilities
  under the 1933 Act.  The Registrant's Bylaws (the "Bylaws") provide that the
  Registrant shall indemnify its directors and officers to the fullest extent
  permitted by law and require the Registrant to advance litigation expenses upon
  receipt by the Registrant of an undertaking by the director or officer to repay
  such advances if it is ultimately determined that the director or officer is
  not entitled to indemnification.  The Bylaws further provide that rights
  conferred under such Bylaws shall not be deemed to be exclusive of any other
  right such persons may have or acquire under any bylaw, agreement, vote of
  stockholders or disinterested directors, or otherwise.
  
           The Registrant's Certificate of Incorporation (the "Certificate of
  Incorporation") provides that, pursuant to Delaware Law, its directors shall
  not be liable for monetary damages for breach of the director's fiduciary duty
  of care to the Registrant and its stockholders.  This provision in the
  Certificate of Incorporation does not eliminate the duty of care, and in
  appropriate circumstances equitable remedies such as injunctive or other forms
  of non-monetary relief will remain available under Delaware Law.  In addition,
  each director will continue to be subject to liability for breach of the
  director's duty of loyalty to the Registrant or its stockholders for acts or
  omissions not in good faith or involving intentional misconduct, for knowing
  violations of law, for actions leading to improper personal benefit to the
  director, and for payment of dividends or approval of stock repurchases or
  redemptions that are unlawful under Delaware Law.  The provision also does not
  affect a directors' responsibilities under any other law, such as the federal
  securities laws or state or federal environmental laws.  The Certificate of
  Incorporation further provides that the Registrant shall indemnify its
  directors and officers to the fullest extent permitted by law, and requires the
  Registrant to advance litigation expenses in the case of stockholder derivative
  actions or other actions, against an undertaking by the director to repay such
  advances if it is ultimately determined that the director is not entitled to
  indemnification.
  
  
  Item 7.  Exemption from Registration Claimed
  
           Not Applicable.
  
  Item 8.  Exhibits
  
  <TABLE>
  <CAPTION>
  Exhibit Number            Exhibit
  --------------            -------
           <S>              <C>
           4.0              Instruments Defining Rights of Stockholders.
                            Reference is made to Registrant's Registration
                            Statement No. 000-28890 on Form
                            8-A which is incorporated herein by reference pursuant
                            to Item 3(f).
           5.0              Opinion and consent of Brobeck, Phleger & Harrison
                            LLP.
           23.1             Consent of Deloitte & Touche LLP
           23.2             Consent of Brobeck, Phleger & Harrison LLP is
                            contained in Exhibit 5.
  </TABLE>
  
  
  
  
  
                                        II-2
  <PAGE>   4
  <TABLE>
           <S>              <C>
           24.              Power of Attorney.  Reference is made to page II-4.
           99.1             1997 Stock Incentive Plan.
           99.2             Form of Notice of Grant under Discretionary Option
                            Grant Program.
           99.3             Form of Notice of Grant (Initial) under Automatic
                            Option Grant Program.
           99.4             Form of Notice of Grant (Annual) under Automatic
                            Option Grant Program.
           99.5             Form of Stock Option Agreement (Discretionary Option
                            Grant Program).
           99.6             Form of Stock Option Agreement (Automatic Option Grant
                            Program).
           99.7             Form of Addendum to Stock Option Agreement--Limited
                            Stock Appreciation Rights (Executive Officers).
  </TABLE>
  
  
  Item 9.  Undertakings
  
           A.      The undersigned Registrant hereby undertakes:  (1) to file,
  during any period in which offers or sales are being made, a post-effective
  amendment to this Registration Statement (i) to include any prospectus required
  by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any
  facts or events arising after the effective date of this Registration Statement
  (or the most recent post-effective amendment thereof) which, individually or in
  the aggregate, represent a fundamental change in the information set forth in
  this Registration Statement and (iii) to include any material information with
  respect to the plan of distribution not previously disclosed in this
  Registration Statement or any material change to such information in this
  Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
  shall not apply if the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
  incorporated by reference into this Registration Statement; (2) that for the
  purpose of determining any liability under the 1933 Act each such post-
  effective amendment shall be deemed to be a new registration statement relating
  to the securities offered therein and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof and (3) to
  remove from registration by means of a post-effective amendment any of the
  securities being registered which remain unsold at the termination of the
  Registrant's 1997 Stock Incentive Plan.
  
           B.      The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the 1933 Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  1934 Act that is incorporated by reference into this Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
           C.      Insofar as indemnification for liabilities arising under the
  1933 Act may be permitted to directors, officers or controlling persons of the
  Registrant pursuant to the indemnification provisions summarized in Item 6, or
  otherwise, the Registrant has been advised that, in the opinion of the SEC,
  such indemnification is against public policy as expressed in the 1933 Act, and
  is, therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the securities
  being registered, the Registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the 1933 Act and will be governed by the
  final adjudication of such issue.
  
  
  
  
  
                                        II-3
  <PAGE>   5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8, and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Huntington Beach, State
  of California, on this 7th day of February, 1997.
  
  
                                             TOUCHSTONE SOFTWARE CORPORATION
  
  
                                             By:  /s/ Ronald R. Maas              
                                                 ---------------------------------
                                                  Ronald R. Maas
                                                  Executive Vice President
  
  
  
                                 POWER OF ATTORNEY
  
  KNOW ALL PERSONS BY THESE PRESENTS:
  
           That the undersigned officers and directors of TouchStone Software
  Corporation, a Delaware corporation, do hereby constitute and appoint Ronald R.
  Maas and Larry S. Jordan and each of them, the lawful attorneys-in-fact and
  agents with full power and authority to do any and all acts and things and to
  execute any and all instruments which said attorneys and agents, and any one of
  them, determine may be necessary or advisable or required to enable said
  corporation to comply with the Securities Act of 1933, as amended, and any
  rules or regulations or requirements of the Securities and Exchange Commission
  in connection with this Registration Statement.  Without limiting the
  generality of the foregoing power and authority, the powers granted include the
  power and authority to sign the names of the undersigned officers and directors
  in the capacities indicated below to this Registration Statement, to any and
  all amendments, both pre-effective and post-effective, and supplements to this
  Registration Statement, and to any and all instruments or documents filed as
  part of or in conjunction with this Registration Statement or amendments or
  supplements thereof, and each of the undersigned hereby ratifies and confirms
  that all said attorneys and agents, or any one of them, shall do or cause to be
  done by virtue hereof.  This Power of Attorney may be signed in several
  counterparts.
  
  
  
  
  
                                        II-4
  <PAGE>   6
           IN WITNESS WHEREOF, each of the undersigned has executed this Power of
  Attorney as of the date indicated.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed below by the following
  persons in the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
                Signature                                  Title                             Date
                ---------                                  -----                             ----
   <S>                                  <C>                                          <C>
    /s/ Larry S. Jordan                 President, Chief Executive Officer and       February 7, 1997
   ----------------------------------                                                                
   Larry S. Jordan                      Director (Principal Executive Officer)
  
  
    /s/ Ronald R. Maas                  Executive Vice President, Chief Financial    February 7, 1997
   ----------------------------------                                                                
   Ronald R. Maas                       Officer, Secretary and Director
                                        (Principal Accounting and Financial
                                        Officer)
  
    /s/ Larry W. Dingus                 Chairman of the Board of Directors           February 7, 1997
   ----------------------------------                                                                
   Larry W. Dingus
  
  
  
    /s/ C. Shannon Dingus               Chief Technology Officer and Director        February 7, 1997
   ----------------------------------                                                                
   C. Shannon Dingus
  
  
                                        Director                                     February 7, 1997
   ----------------------------------                                                                
   Kenneth C. Welch
  
  
  
                                        Director                                     February 7, 1997
   ----------------------------------                                                                
   Richard W. Brail
  </TABLE>
  
  
  
  
  
                                        II-5
  <PAGE>   7
  
  
                          TOUCHSTONE SOFTWARE CORPORATION
  
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                                  WASHINGTON, D.C.
  
  
                                      EXHIBITS
  
                                         TO
  
                                      FORM S-8
  
                                       UNDER
  
                               SECURITIES ACT OF 1933
  
  
  
  
  
  <PAGE>   8
                                   EXHIBIT INDEX
  
  
  
  <TABLE>
  <CAPTION>
  Exhibit Number            Exhibit
  --------------            -------
           <S>              <C>
           4.0              Instruments Defining Rights of Stockholders.
                            Reference is made to Registrant's Registration
                            Statement No. 000-28890 on Form 8-A which is
                            incorporated herein by reference pursuant to Item
                            3(f).
           5.0              Opinion and consent of Brobeck, Phleger & Harrison
                            LLP.
           23.1             Consent of Deloitte & Touche LLP
           23.2             Consent of Brobeck, Phleger & Harrison LLP is
                            contained in Exhibit 5.
           24.              Power of Attorney.  Reference is made to page II-4.
           99.1             1997 Stock Incentive Plan.
           99.2             Form of Notice of Grant under Discretionary Option
                            Grant Program.
           99.3             Form of Notice of Grant (Initial) under Automatic
                            Option Grant Program.
           99.4             Form of Notice of Grant (Annual) under Automatic
                            Option Grant Program.
           99.5             Form of Stock Option Agreement (Discretionary Option
                            Grant Program).
           99.6             Form of Stock Option Agreement (Automatic Option Grant
                            Program).
           99.7             Form of Addendum to Stock Option Agreement--Limited
                            Stock Appreciation Rights (Executive Officers).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21646}]
metadata_filer: {"company-data": {"conformed-name": "TOUCHSTONE SOFTWARE CORP /CA/", "cik": "0000751160", "assigned-sic": "7372", "irs-number": "953778226", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21395", "film-number": "97521044"}, "business-address": {"street1": "2124 MAIN ST", "city": "HUNTINGTON BEACH", "state": "CA", "zip": "92648", "phone": "7149697746"}, "mail-address": {"street1": "2124 MAIN ST", "city": "HUNTINGTON BEACH", "state": "CA", "zip": "92648"}}
text: 1
      As filed with the Securities and Exchange Commission on February 7, 1997
                                                  Registration No. 333-___________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                                      
                               -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
                                                      
                               -----------------------
  
                           TOUCHSTONE SOFTWARE CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                      95-3778226
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
  of Incorporation or Organization)
  
                             2124 MAIN STREET, 2ND FLOOR
                         HUNTINGTON BEACH, CALIFORNIA  92648
                 (Address of Principal Executive Offices) (Zip Code)
                                                      
                              ------------------------
  
                           TOUCHSTONE SOFTWARE CORPORATION
                              1997 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
                                                      
                               -----------------------
  
                                   RONALD R. MAAS
                           TOUCHSTONE SOFTWARE CORPORATION
          2124 MAIN STREET, 2ND FLOOR, HUNTINGTON BEACH, CALIFORNIA  92648
            (Name and Address, Including Zip Code, of Agent For Service)
                                   (714) 969-7746
            (Telephone Number, Including Area Code, of Agent For Service)
                                                      
                              ------------------------
  
                           CALCULATION OF REGISTRATION FEE
                                                                                  
  
  ================================================================================
  Proposed    Proposed
    Title of                                      Maximum     Maximum
   Securities                         Amount      Offering   Aggregate Amount of
      to be                           to be        Price     Offering Registration
   Registered                     Registered(1) per Share(2) Price(2)      Fee
   ----------                     ----------    ---------    -----         ---
  1997 Incentive Stock Plan
  -------------------------
  
  Options to purchase Common Stock  1,200,000       N/A         N/A       N/A
  
  Common Stock, $0.001 par value 1,200,000 shares  $2.937   $3,750,000   $1,068
  
                                                                                  
  ================================================================================
  (1)      This Registration Statement shall also cover any additional shares of
           Common Stock which become issuable under the TouchStone Software
           Corporation 1997 Stock Incentive Plan by reason of any stock dividend,
           stock split, recapitalization or other similar transaction effected
           without the receipt of consideration which results in an increase in
           the number of the outstanding shares of Common Stock of TouchStone
           Software Corporation.
  
  (2)      Calculated solely for purposes of this offering under Rule 457(h) of
           the Securities Act of 1933, as amended (the "1933 Act"), on the basis
           of the average of the bid and ask prices per share of Common Stock of
           TouchStone Software Corporation on February 3, 1997, as reported on
           the Nasdaq National Market.
  2
                                       PART I
  
           Information required by Part I to be contained in the Section 10(a)
  prospectus is omitted from this Registration Statement in accordance with Rule
  428 under the 1933 Act and the Note to Part I of Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference
  
           TouchStone Software Corporation (the "Registrant") hereby incorporates
  by reference into this Registration Statement the following documents
  previously filed with the Securities and Exchange Commission (the "SEC"):
  
  (a)      The Registrant's Annual Report on Form 10-KSB, for the fiscal year
           ended December 31, 1995, filed with the SEC on April 1, 1996, as
           amended by Amendment No. 1 thereto, filed with the SEC on April 8,
           1996.
  
  (b)      The Registrant's Quarterly Report on Form 10-QSB, for the quarter
           ended March 31, 1996, filed with the SEC on May 15, 1996.
  
  (c)      The Registrant's Quarterly Report on Form 10-QSB, for the quarter
           ended June 30, 1996, filed with the SEC on August 14, 1996.
  
  (d)      The Registrant's report on Form 8-K, filed with the SEC on
           September 27, 1996, and any amendments thereto.
  
  (e)      The Registrant's definitive Proxy Statement on Schedule 14A, filed
           with the SEC on November 14, 1996.
  
  (f)      The Registrant's Quarterly Report on Form 10-QSB, for the quarter
           ended September 30, 1996, as filed with the SEC on November 14, 1996.
  
  (g)      The Registrant's Registration Statement No. 000-28890 on Form 8-A
           filed with the SEC on September 27, 1996, pursuant to Section 12 of
           the Securities Exchange Act of 1934, as amended, in which there is
           described the terms, rights and provisions applicable to the
           Corporation's outstanding Common Stock.
  
           All reports and definitive proxy or information statements filed
  pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
  this Registration Statement and prior to the filing of a post-effective
  amendment which indicates that all securities offered hereby have been sold or
  which deregisters all securities then remaining unsold shall be deemed to be
  incorporated by reference into this Registration Statement and to be a part
  hereof from the date of filing of such documents.  Any statement contained in a
  document incorporated or deemed to be 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 subsequently filed
  document which also is 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.
  3
  
  Item 4.  Description of Securities
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
           Not Applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
           Under Section 145 of the Delaware General Corporation Law ("Delaware
  Law"), the Registrant has broad powers to indemnify its directors and officers
  against liabilities they may incur in such capacities, including liabilities
  under the 1933 Act.  The Registrant's Bylaws (the "Bylaws") provide that the
  Registrant shall indemnify its directors and officers to the fullest extent
  permitted by law and require the Registrant to advance litigation expenses upon
  receipt by the Registrant of an undertaking by the director or officer to repay
  such advances if it is ultimately determined that the director or officer is
  not entitled to indemnification.  The Bylaws further provide that rights
  conferred under such Bylaws shall not be deemed to be exclusive of any other
  right such persons may have or acquire under any bylaw, agreement, vote of
  stockholders or disinterested directors, or otherwise.
  
           The Registrant's Certificate of Incorporation (the "Certificate of
  Incorporation") provides that, pursuant to Delaware Law, its directors shall
  not be liable for monetary damages for breach of the director's fiduciary duty
  of care to the Registrant and its stockholders.  This provision in the
  Certificate of Incorporation does not eliminate the duty of care, and in
  appropriate circumstances equitable remedies such as injunctive or other forms
  of non-monetary relief will remain available under Delaware Law.  In addition,
  each director will continue to be subject to liability for breach of the
  director's duty of loyalty to the Registrant or its stockholders for acts or
  omissions not in good faith or involving intentional misconduct, for knowing
  violations of law, for actions leading to improper personal benefit to the
  director, and for payment of dividends or approval of stock repurchases or
  redemptions that are unlawful under Delaware Law.  The provision also does not
  affect a directors' responsibilities under any other law, such as the federal
  securities laws or state or federal environmental laws.  The Certificate of
  Incorporation further provides that the Registrant shall indemnify its
  directors and officers to the fullest extent permitted by law, and requires the
  Registrant to advance litigation expenses in the case of stockholder derivative
  actions or other actions, against an undertaking by the director to repay such
  advances if it is ultimately determined that the director is not entitled to
  indemnification.
  
  Item 7.  Exemption from Registration Claimed
  
           Not Applicable.
  
  Item 8.  Exhibits
  Exhibit Number            Exhibit
  --------------            -------
  4.0              Instruments Defining Rights of Stockholders.
                            Reference is made to Registrant's Registration
                            Statement No. 000-28890 on Form
                            8-A which is incorporated herein by reference pursuant
                            to Item 3(f).
           5.0              Opinion and consent of Brobeck, Phleger & Harrison
                            LLP.
           23.1             Consent of Deloitte & Touche LLP
           23.2             Consent of Brobeck, Phleger & Harrison LLP is
                            contained in Exhibit 5.
  II-2
  4
  24.              Power of Attorney.  Reference is made to page II-4.
           99.1             1997 Stock Incentive Plan.
           99.2             Form of Notice of Grant under Discretionary Option
                            Grant Program.
           99.3             Form of Notice of Grant (Initial) under Automatic
                            Option Grant Program.
           99.4             Form of Notice of Grant (Annual) under Automatic
                            Option Grant Program.
           99.5             Form of Stock Option Agreement (Discretionary Option
                            Grant Program).
           99.6             Form of Stock Option Agreement (Automatic Option Grant
                            Program).
           99.7             Form of Addendum to Stock Option Agreement--Limited
                            Stock Appreciation Rights (Executive Officers).
  Item 9.  Undertakings
  
           A.      The undersigned Registrant hereby undertakes:  (1) to file,
  during any period in which offers or sales are being made, a post-effective
  amendment to this Registration Statement (i) to include any prospectus required
  by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any
  facts or events arising after the effective date of this Registration Statement
  (or the most recent post-effective amendment thereof) which, individually or in
  the aggregate, represent a fundamental change in the information set forth in
  this Registration Statement and (iii) to include any material information with
  respect to the plan of distribution not previously disclosed in this
  Registration Statement or any material change to such information in this
  Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
  shall not apply if the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
  incorporated by reference into this Registration Statement; (2) that for the
  purpose of determining any liability under the 1933 Act each such post-
  effective amendment shall be deemed to be a new registration statement relating
  to the securities offered therein and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof and (3) to
  remove from registration by means of a post-effective amendment any of the
  securities being registered which remain unsold at the termination of the
  Registrant's 1997 Stock Incentive Plan.
  
           B.      The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the 1933 Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  1934 Act that is incorporated by reference into this Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
           C.      Insofar as indemnification for liabilities arising under the
  1933 Act may be permitted to directors, officers or controlling persons of the
  Registrant pursuant to the indemnification provisions summarized in Item 6, or
  otherwise, the Registrant has been advised that, in the opinion of the SEC,
  such indemnification is against public policy as expressed in the 1933 Act, and
  is, therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the securities
  being registered, the Registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the 1933 Act and will be governed by the
  final adjudication of such issue.
  
                                        II-3
  5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8, and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Huntington Beach, State
  of California, on this 7th day of February, 1997.
  
                                             TOUCHSTONE SOFTWARE CORPORATION
  
                                             By:  /s/ Ronald R. Maas              
                                                 ---------------------------------
                                                  Ronald R. Maas
                                                  Executive Vice President
  
                                 POWER OF ATTORNEY
  
  KNOW ALL PERSONS BY THESE PRESENTS:
  
           That the undersigned officers and directors of TouchStone Software
  Corporation, a Delaware corporation, do hereby constitute and appoint Ronald R.
  Maas and Larry S. Jordan and each of them, the lawful attorneys-in-fact and
  agents with full power and authority to do any and all acts and things and to
  execute any and all instruments which said attorneys and agents, and any one of
  them, determine may be necessary or advisable or required to enable said
  corporation to comply with the Securities Act of 1933, as amended, and any
  rules or regulations or requirements of the Securities and Exchange Commission
  in connection with this Registration Statement.  Without limiting the
  generality of the foregoing power and authority, the powers granted include the
  power and authority to sign the names of the undersigned officers and directors
  in the capacities indicated below to this Registration Statement, to any and
  all amendments, both pre-effective and post-effective, and supplements to this
  Registration Statement, and to any and all instruments or documents filed as
  part of or in conjunction with this Registration Statement or amendments or
  supplements thereof, and each of the undersigned hereby ratifies and confirms
  that all said attorneys and agents, or any one of them, shall do or cause to be
  done by virtue hereof.  This Power of Attorney may be signed in several
  counterparts.
  
                                        II-4
  6
           IN WITNESS WHEREOF, each of the undersigned has executed this Power of
  Attorney as of the date indicated.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed below by the following
  persons in the capacities and on the dates indicated.
  Signature                                  Title                             Date
                ---------                                  -----                             ----
  /s/ Larry S. Jordan                 President, Chief Executive Officer and       February 7, 1997
   ----------------------------------                                                                
   Larry S. Jordan                      Director (Principal Executive Officer)
  
    /s/ Ronald R. Maas                  Executive Vice President, Chief Financial    February 7, 1997
   ----------------------------------                                                                
   Ronald R. Maas                       Officer, Secretary and Director
                                        (Principal Accounting and Financial
                                        Officer)
  
    /s/ Larry W. Dingus                 Chairman of the Board of Directors           February 7, 1997
   ----------------------------------                                                                
   Larry W. Dingus
  
    /s/ C. Shannon Dingus               Chief Technology Officer and Director        February 7, 1997
   ----------------------------------                                                                
   C. Shannon Dingus
  
                                        Director                                     February 7, 1997
   ----------------------------------                                                                
   Kenneth C. Welch
  
                                        Director                                     February 7, 1997
   ----------------------------------                                                                
   Richard W. Brail
  II-5
  7
  
                          TOUCHSTONE SOFTWARE CORPORATION
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                                  WASHINGTON, D.C.
  
                                      EXHIBITS
  
                                         TO
  
                                      FORM S-8
  
                                       UNDER
  
                               SECURITIES ACT OF 1933
  8
                                   EXHIBIT INDEX
  Exhibit Number            Exhibit
  --------------            -------
  4.0              Instruments Defining Rights of Stockholders.
                            Reference is made to Registrant's Registration
                            Statement No. 000-28890 on Form 8-A which is
                            incorporated herein by reference pursuant to Item
                            3(f).
           5.0              Opinion and consent of Brobeck, Phleger & Harrison
                            LLP.
           23.1             Consent of Deloitte & Touche LLP
           23.2             Consent of Brobeck, Phleger & Harrison LLP is
                            contained in Exhibit 5.
           24.              Power of Attorney.  Reference is made to page II-4.
           99.1             1997 Stock Incentive Plan.
           99.2             Form of Notice of Grant under Discretionary Option
                            Grant Program.
           99.3             Form of Notice of Grant (Initial) under Automatic
                            Option Grant Program.
           99.4             Form of Notice of Grant (Annual) under Automatic
                            Option Grant Program.
           99.5             Form of Stock Option Agreement (Discretionary Option
                            Grant Program).
           99.6             Form of Stock Option Agreement (Automatic Option Grant
                            Program).
           99.7             Form of Addendum to Stock Option Agreement--Limited
                            Stock Appreciation Rights (Executive Officers).