content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on April 6, 1999
                                                        Registration No. 333-_____
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                              NEW ERA OF NETWORKS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
                    DELAWARE                                  84-1234845
        (STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NUMBER)
  
                          7400 EAST ORCHARD ROAD, SUITE 230
                              ENGLEWOOD, COLORADO 80111
            (ADDRESS, INCLUDING ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
  
  
                         1998 NONSTATUTORY STOCK OPTION PLAN
                              (FULL TITLE OF THE PLAN)
  
  
                             GEORGE F. (RICK) ADAM, JR.
                               CHIEF EXECUTIVE OFFICER
                              NEW ERA OF NETWORKS, INC.
                          7400 EAST ORCHARD ROAD, SUITE 230
                                 ENGLEWOOD, CO 80111
                                   (303) 694-3933
  
  
              (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                     INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
  
  
                                      Copy to:
                               MARK A. BERTELSEN, ESQ.
                          WILSON SONSINI GOODRICH & ROSATI
                              PROFESSIONAL CORPORATION
                                 650 PAGE MILL ROAD
                                 PALO ALTO, CA 94304
                                   (650) 493-9300
  
  
  <TABLE>
  <CAPTION>
  
                                            CALCULATION OF REGISTRATION FEE
  
  ====================================================================================================================
  
                                                           PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
        TITLE OF SECURITIES            AMOUNT TO BE         OFFERING PRICE       AGGREGATE OFFERING     REGISTRATION
          TO BE REGISTERED            REGISTERED (1)         PER SHARE (2)              PRICE               FEE
  --------------------------------- -------------------- ---------------------- ---------------------- ---------------
  <S>                               <C>                  <C>                    <C>                    <C>    
  Common Stock, par value $.0001                                                                       
  per share                           300,000 shares           $ 60.50              $ 18,150,000          $ 5,046
  
  ====================================================================================================================
  </TABLE>
  
  
  (1)     Pursuant to Rule 416(a), this Registration Statement shall also cover
          any additional shares of the Registrant's Common Stock that becomes
          issuable under the Plan by reason of any stock splits, stock dividends
          or similar transactions related to the registered securities.
  
  (2)     Estimated solely for the purpose of computing the registration fee
          required by Section 6(b) of the Securities Act pursuant to Rules 457(h)
          and 457(c) under the Securities Act based upon the average between the
          high and low prices of the Common Stock as reported on the Nasdaq
          National Market on March 29, 1999.
          
          
  
  
  
  <PAGE>   2
  
  
                              NEW ERA OF NETWORKS, INC.
                         REGISTRATION STATEMENT ON FORM S-8
  
  
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
  ITEM 1. PLAN INFORMATION
  
           Omitted pursuant to the instructions and provisions of Form S-8.
  
  ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Omitted pursuant to the instructions and provisions of Form S-8.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents and information previously filed with the
  Securities and Exchange Commission (the "Commission") by New Era of Networks,
  Inc. (the "Registrant") are hereby incorporated herein by reference:
  
           1.       The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1998 filed with the Commission on
                    March 30, 1999 pursuant to the Securities Exchange Act of
                    1934, as amended (the "Exchange Act");
  
           2.       The Registrant's Current Reports on Form 8-K/A filed on 
                    November 18, 1998;
  
           3.       The description of Registrant's Common Stock contained in the
                    Registrant's Registration Statement on Form 8-A filed with the
                    Commission on January 23, 1997, as amended by the Registrant's
                    Registration Statement on Form 8-A/A filed on June 5, 1997,
                    pursuant to Section 12(g) of the Exchange Act, including any
                    amendment or report filed for the purpose of updating such
                    description; and
  
           4.       The description of Registrant's Common Stock contained in the
                    Registrant's Registration Statement on Form 8-A filed with the
                    Commission on August 14, 1998, as amended by the Company's
                    Registration Statement on Form 8-A/A, filed with the
                    Commission on August 17, 1998, pursuant to Section 12(g) of
                    the Exchange Act, including any amendment or report filed for
                    the purpose of updating such description.
  
           In addition, all documents subsequently filed with the Commission by
  the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act on or after the date of this Registration Statement and prior to the filing
  of a post-effective amendment which indicates that all securities offered
  hereunder have been sold or which deregisters all securities then remaining
  unsold under this Registration Statement, 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. Any statement contained herein or 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 other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such earlier statement. Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
                                        II-1
  <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
  
           Section 145 of the Delaware General Corporation Law Code authorizes a
  court to award, or a corporation's Board of Directors to grant, indemnity to
  directors and officers in terms sufficiently broad to permit such
  indemnification under certain circumstances for liabilities (including
  reimbursement for expenses incurred) arising under the Securities Act of 1933,
  as amended (the "Securities Act"). Article VII of the Registrant's Certificate
  of Incorporation and Article VI of the Registrant's Bylaws provide for mandatory
  indemnifications of its directors and officers and permissable indemnifications
  of employees and offer agents to the maximum extent permitted by the Delaware
  General Corporation Law. In addition, the Registrant has entered into
  indemnification agreements with its officers and directors. Reference is also
  made to Section 11 of the Registration Rights Agreement which provides for the
  cross indemnification of certain of the Company's stockholders and the Company,
  its officers and directors against certain liabilities under the Securities Act
  or otherwise.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  
  
  <TABLE>
  <CAPTION>
          Exhibit           
          Number            Description
          -------           -----------
  <S>                       <C>                                 
              4.1           1998 Nonstatutory Stock Option Plan (which is 
                            incorporated herein by reference to Exhibit 10.5 to 
                            the Registrant's Annual Report on Form 10-K for the 
                            fiscal year ended December 31, 1998).
  
              5.1           Opinion of counsel as to legality of securities being
                            registered.
  
             23.1           Consent of counsel (contained in Exhibit 5.1).
  
             23.2           Consent of Arthur Andersen LLP.
  
             23.3           Consent of Deloitte & Touche LLP.
  
             25.1           Power of Attorney (see page II-4).
  </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 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 of 1933, 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.
  
  
                                        II-2
  <PAGE>   4
  
  
              (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.
  
          (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to section 15(d) of the Exchange Act) that is
  incorporated by reference in 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.
  
          (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the 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
  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 Securities
  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 Englewood, State of Colorado, on this 5th day of
  April 1999.
  
                            NEW ERA OF NETWORKS, INC.
  
  
                            By: /s/ Leonard M. Goldstein
                               ---------------------------------------------------
                               Leonard M. Goldstein
                               Senior Vice President and Senior Counsel
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints George F. Adam, Jr. and Leonard M.
  Goldstein, and each of them, his or her true and lawful agent, proxy and
  attorney-in-fact, with full power of substitution and resubstitution, for him or
  her and in his or her name, place and stead, in any and all capacities, to (i)
  act on, sign and file with the Securities and Exchange Commission any and all
  amendments (including post-effective amendments) to this Registration Statement
  on Form S-8 together with all schedules and exhibits thereto (ii) act on, sign
  and file such certificates, instruments, agreements and other documents as may
  be necessary or appropriate in connection therewith, and (iii) take any and all
  actions that may be necessary or appropriate to be done, as fully for all
  intents and purposes as he or she might or could do in person, hereby approving,
  ratifying and confirming all that such agent, proxy and attorney-in-fact or any
  of his substitutes may lawfully do or cause to be done by virtue thereof.
  
           IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT HAS BEEN SIGNED ON THIS 5TH DAY OF APRIL 1999 BY THE
  FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
  
  <TABLE>
  <CAPTION>
                   SIGNATURES                                                  TITLE                      
                   ----------                                                  -----
  <S>                                            <C>
      /s/ George F. Adam, Jr.                    Chairman of the Board, Chief Executive Officer, President, and Director
  --------------------------------               (principal executive officer)
          George F. Adam, Jr.
  
        /s/ Stephen E. Webb                      Senior Vice President and Chief Financial Officer (principal financial
  --------------------------------               officer)
            Stephen E. Webb
  
        /s/ James C. Parks                       Vice President of Finance and Controller (principal accounting officer)
  --------------------------------
            James C. Parks
  
       /s/ Harold A. Piskiel                     Executive Vice President, Chief Technology Officer and Director
  --------------------------------
           Harold A. Piskiel
  
        /s/ Steven Lazarus                       Director
  --------------------------------
            Steven Lazarus
  
         /s/ Mark L. Gordon                      Director
  --------------------------------
             Mark L. Gordon
  
          /s/ James Reep                         Director
  --------------------------------
              James Reep
  
      /s/ Elisabeth W. Ireland                   Director
  --------------------------------
          Elisabeth W. Ireland
  
       /s/ Patrick J. Fortune                    Director
  --------------------------------
           Patrick J. Fortune
  
       /s/ Joseph E. Kasputys                    Director
  --------------------------------
           Joseph E. Kasputys
  </TABLE>
  
                                        II-4
  <PAGE>   6
  
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
          Exhibit           
          Number            Description
          -------           -----------
  <S>                       <C>                                 
              4.1           1998 Nonstatutory Stock Option Plan (which is 
                            incorporated herein by reference to Exhibit 10.5 to 
                            the Registrant's Annual Report on Form 10-K for the 
                            fiscal year ended December 31, 1998).
  
              5.1           Opinion of counsel as to legality of securities being
                            registered.
  
             23.1           Consent of counsel (contained in Exhibit 5.1).
  
             23.2           Consent of Arthur Andersen LLP.
  
             23.3           Consent of Deloitte & Touche LLP.
  
             25.1           Power of Attorney (see page II-4).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17383}]
metadata_filer: {"company-data": {"conformed-name": "NEW ERA OF NETWORKS INC", "cik": "0001028339", "assigned-sic": "7371", "irs-number": "841234845", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75765", "film-number": "99588285"}, "business-address": {"street1": "7400 E ORHARD RD", "street2": "STE 230", "city": "ENGLEWOOD", "state": "CO", "zip": "80111", "phone": "3036943933"}, "mail-address": {"street1": "7400 EAST ORCHARD RD", "street2": "STE 230", "city": "ENGLEWOOD", "state": "CO", "zip": "80111"}}
text: 1
  
       As filed with the Securities and Exchange Commission on April 6, 1999
                                                        Registration No. 333-_____
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              NEW ERA OF NETWORKS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
                    DELAWARE                                  84-1234845
        (STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NUMBER)
  
                          7400 EAST ORCHARD ROAD, SUITE 230
                              ENGLEWOOD, COLORADO 80111
            (ADDRESS, INCLUDING ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
  
                         1998 NONSTATUTORY STOCK OPTION PLAN
                              (FULL TITLE OF THE PLAN)
  
                             GEORGE F. (RICK) ADAM, JR.
                               CHIEF EXECUTIVE OFFICER
                              NEW ERA OF NETWORKS, INC.
                          7400 EAST ORCHARD ROAD, SUITE 230
                                 ENGLEWOOD, CO 80111
                                   (303) 694-3933
  
              (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                     INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                                      Copy to:
                               MARK A. BERTELSEN, ESQ.
                          WILSON SONSINI GOODRICH & ROSATI
                              PROFESSIONAL CORPORATION
                                 650 PAGE MILL ROAD
                                 PALO ALTO, CA 94304
                                   (650) 493-9300
  CALCULATION OF REGISTRATION FEE
  
  ====================================================================================================================
  
                                                           PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
        TITLE OF SECURITIES            AMOUNT TO BE         OFFERING PRICE       AGGREGATE OFFERING     REGISTRATION
          TO BE REGISTERED            REGISTERED (1)         PER SHARE (2)              PRICE               FEE
  --------------------------------- -------------------- ---------------------- ---------------------- ---------------
  Common Stock, par value $.0001                                                                       
  per share                           300,000 shares           $ 60.50              $ 18,150,000          $ 5,046
  
  ====================================================================================================================
  (1)     Pursuant to Rule 416(a), this Registration Statement shall also cover
          any additional shares of the Registrant's Common Stock that becomes
          issuable under the Plan by reason of any stock splits, stock dividends
          or similar transactions related to the registered securities.
  
  (2)     Estimated solely for the purpose of computing the registration fee
          required by Section 6(b) of the Securities Act pursuant to Rules 457(h)
          and 457(c) under the Securities Act based upon the average between the
          high and low prices of the Common Stock as reported on the Nasdaq
          National Market on March 29, 1999.
  2
  
                              NEW ERA OF NETWORKS, INC.
                         REGISTRATION STATEMENT ON FORM S-8
  
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
  ITEM 1. PLAN INFORMATION
  
           Omitted pursuant to the instructions and provisions of Form S-8.
  
  ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Omitted pursuant to the instructions and provisions of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents and information previously filed with the
  Securities and Exchange Commission (the "Commission") by New Era of Networks,
  Inc. (the "Registrant") are hereby incorporated herein by reference:
  
           1.       The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1998 filed with the Commission on
                    March 30, 1999 pursuant to the Securities Exchange Act of
                    1934, as amended (the "Exchange Act");
  
           2.       The Registrant's Current Reports on Form 8-K/A filed on 
                    November 18, 1998;
  
           3.       The description of Registrant's Common Stock contained in the
                    Registrant's Registration Statement on Form 8-A filed with the
                    Commission on January 23, 1997, as amended by the Registrant's
                    Registration Statement on Form 8-A/A filed on June 5, 1997,
                    pursuant to Section 12(g) of the Exchange Act, including any
                    amendment or report filed for the purpose of updating such
                    description; and
  
           4.       The description of Registrant's Common Stock contained in the
                    Registrant's Registration Statement on Form 8-A filed with the
                    Commission on August 14, 1998, as amended by the Company's
                    Registration Statement on Form 8-A/A, filed with the
                    Commission on August 17, 1998, pursuant to Section 12(g) of
                    the Exchange Act, including any amendment or report filed for
                    the purpose of updating such description.
  
           In addition, all documents subsequently filed with the Commission by
  the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act on or after the date of this Registration Statement and prior to the filing
  of a post-effective amendment which indicates that all securities offered
  hereunder have been sold or which deregisters all securities then remaining
  unsold under this Registration Statement, 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. Any statement contained herein or 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 other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such earlier statement. Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
                                        II-1
  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
  
           Section 145 of the Delaware General Corporation Law Code authorizes a
  court to award, or a corporation's Board of Directors to grant, indemnity to
  directors and officers in terms sufficiently broad to permit such
  indemnification under certain circumstances for liabilities (including
  reimbursement for expenses incurred) arising under the Securities Act of 1933,
  as amended (the "Securities Act"). Article VII of the Registrant's Certificate
  of Incorporation and Article VI of the Registrant's Bylaws provide for mandatory
  indemnifications of its directors and officers and permissable indemnifications
  of employees and offer agents to the maximum extent permitted by the Delaware
  General Corporation Law. In addition, the Registrant has entered into
  indemnification agreements with its officers and directors. Reference is also
  made to Section 11 of the Registration Rights Agreement which provides for the
  cross indemnification of certain of the Company's stockholders and the Company,
  its officers and directors against certain liabilities under the Securities Act
  or otherwise.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  Exhibit           
          Number            Description
          -------           -----------
  4.1           1998 Nonstatutory Stock Option Plan (which is 
                            incorporated herein by reference to Exhibit 10.5 to 
                            the Registrant's Annual Report on Form 10-K for the 
                            fiscal year ended December 31, 1998).
  
              5.1           Opinion of counsel as to legality of securities being
                            registered.
  
             23.1           Consent of counsel (contained in Exhibit 5.1).
  
             23.2           Consent of Arthur Andersen LLP.
  
             23.3           Consent of Deloitte & Touche LLP.
  
             25.1           Power of Attorney (see page II-4).
  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 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 of 1933, 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.
  
                                        II-2
  4
  
              (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.
  
          (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to section 15(d) of the Exchange Act) that is
  incorporated by reference in 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.
  
          (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the 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
  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 Securities
  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 Englewood, State of Colorado, on this 5th day of
  April 1999.
  
                            NEW ERA OF NETWORKS, INC.
  
                            By: /s/ Leonard M. Goldstein
                               ---------------------------------------------------
                               Leonard M. Goldstein
                               Senior Vice President and Senior Counsel
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints George F. Adam, Jr. and Leonard M.
  Goldstein, and each of them, his or her true and lawful agent, proxy and
  attorney-in-fact, with full power of substitution and resubstitution, for him or
  her and in his or her name, place and stead, in any and all capacities, to (i)
  act on, sign and file with the Securities and Exchange Commission any and all
  amendments (including post-effective amendments) to this Registration Statement
  on Form S-8 together with all schedules and exhibits thereto (ii) act on, sign
  and file such certificates, instruments, agreements and other documents as may
  be necessary or appropriate in connection therewith, and (iii) take any and all
  actions that may be necessary or appropriate to be done, as fully for all
  intents and purposes as he or she might or could do in person, hereby approving,
  ratifying and confirming all that such agent, proxy and attorney-in-fact or any
  of his substitutes may lawfully do or cause to be done by virtue thereof.
  
           IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT HAS BEEN SIGNED ON THIS 5TH DAY OF APRIL 1999 BY THE
  FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
  SIGNATURES                                                  TITLE                      
                   ----------                                                  -----
  /s/ George F. Adam, Jr.                    Chairman of the Board, Chief Executive Officer, President, and Director
  --------------------------------               (principal executive officer)
          George F. Adam, Jr.
  
        /s/ Stephen E. Webb                      Senior Vice President and Chief Financial Officer (principal financial
  --------------------------------               officer)
            Stephen E. Webb
  
        /s/ James C. Parks                       Vice President of Finance and Controller (principal accounting officer)
  --------------------------------
            James C. Parks
  
       /s/ Harold A. Piskiel                     Executive Vice President, Chief Technology Officer and Director
  --------------------------------
           Harold A. Piskiel
  
        /s/ Steven Lazarus                       Director
  --------------------------------
            Steven Lazarus
  
         /s/ Mark L. Gordon                      Director
  --------------------------------
             Mark L. Gordon
  
          /s/ James Reep                         Director
  --------------------------------
              James Reep
  
      /s/ Elisabeth W. Ireland                   Director
  --------------------------------
          Elisabeth W. Ireland
  
       /s/ Patrick J. Fortune                    Director
  --------------------------------
           Patrick J. Fortune
  
       /s/ Joseph E. Kasputys                    Director
  --------------------------------
           Joseph E. Kasputys
  II-4
  6
  
                                 INDEX TO EXHIBITS
  Exhibit           
          Number            Description
          -------           -----------
  4.1           1998 Nonstatutory Stock Option Plan (which is 
                            incorporated herein by reference to Exhibit 10.5 to 
                            the Registrant's Annual Report on Form 10-K for the 
                            fiscal year ended December 31, 1998).
  
              5.1           Opinion of counsel as to legality of securities being
                            registered.
  
             23.1           Consent of counsel (contained in Exhibit 5.1).
  
             23.2           Consent of Arthur Andersen LLP.
  
             23.3           Consent of Deloitte & Touche LLP.
  
             25.1           Power of Attorney (see page II-4).