content: <PAGE>   1
       As filed with the Securities and Exchange Commission on August 17, 2001
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                             SILVERSTREAM SOFTWARE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
              DELAWARE                                         04-3318325
  (State or Other Jurisdiction of                            (I.R.S.Employer
   Incorporation or Organization)                           Identification No.)
  
            TWO FEDERAL STREET                                    01821
         BILLERICA, MASSACHUSETTS
  (Address of Principal Executive Offices)                      (Zip Code)
  
                   AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
                              2001 STOCK INCENTIVE PLAN
  
                                  DAVID A. LITWACK
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             SILVERSTREAM SOFTWARE, INC.
                                 TWO FEDERAL STREET
                           BILLERICA, MASSACHUSETTS 01821
                       (Name and Address of Agent For Service)
                                   (978) 262-3000
            (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ==============================================================================================================
      Title of                               Proposed Maximum       Proposed Maximum
  Securities to be       Amount to be         Offering Price           Aggregate                Amount of
    Registered            Registered             Per Share           Offering Price         Registration Fee
  --------------------------------------------------------------------------------------------------------------
  <S>                 <C>                        <C>                 <C>                       <C>
  Common Stock,
  $0.001 par value
  per share           2,000,000 shares(1)        $5.03 (2)            $10,060,000 (2)           $2,515.00
  ==============================================================================================================
  </TABLE>
  
  (1)  Consists of (i) 1,000,000 shares issuable under the Amended and Restated
       1997 Stock Incentive Plan and (ii) 1,000,000 shares issuable under the 2001
       Stock Incentive Plan.
  
  (2)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
       amended, and based upon the average of the high and low prices of the
       registrant's Common Stock as reported on the Nasdaq National Market on
       August 14, 2001.
  
  ================================================================================
  
  <PAGE>   2
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       ITEM 1.  PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plans covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
       ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this registration statement by reference:
  
       (a) The registrant's latest annual report filed pursuant to Section 13(a)
  or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
  424(b) under the Securities Act that contains audited financial statements for
  the registrant's latest fiscal year for which such statements have been filed.
  
       (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
       (c) The description of the securities contained in the registrant's
  registration statement on Form 8-A filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
       All documents subsequently filed by the registrant 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 offered hereby 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 the 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 the 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 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.
  
  
                                        -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.
  
       Article SEVENTH of the registrant's Second Amended and Restated Certificate
  of Incorporation (the "Restated Certificate") provides that no director of the
  registrant shall be personally liable for any monetary damages for any breach of
  fiduciary duty as a director notwithstanding any provision of law imposing such
  liability, except to the extent that the Delaware General Corporation Law (the
  "Delaware Law") prohibits the elimination or limitation of liability of
  directors for breach of fiduciary duty.
  
       Article EIGHTH of the Restated Certificate provides that a director or
  officer of the registrant (a) shall be indemnified by the registrant against all
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement incurred in connection with any litigation or other legal proceeding
  (other than an action by or in the right of the registrant) brought against him
  by virtue of his position as a director or officer of the registrant if he acted
  in good faith and in a manner he reasonably believed to be in, or not opposed
  to, the best interests of the registrant, and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe his conduct was
  unlawful and (b) shall be indemnified by the registrant against all expenses
  (including attorneys' fees) and amounts paid in settlement incurred in
  connection with any action by or in the right of the registrant naming him as a
  party by virtue of his position as a director or officer of the registrant if he
  acted in good faith and in a manner he reasonably believed to be in, or not
  opposed to, the best interests of the registrant, except that no indemnification
  shall be made with respect to any matter as to which such person shall have been
  adjudged to be liable to the registrant, unless the Court of Chancery of
  Delaware determines that, despite such adjudication but in view of all of the
  circumstances, he is entitled to indemnification of such expenses.
  Notwithstanding the foregoing, to the extent that a director or officer has been
  successful, on the merits or otherwise, including, without limitation, the
  dismissal of an action without prejudice, he is required to be indemnified by
  the registrant against all expenses (including attorneys' fees) incurred in
  connection therewith. Expenses shall be advanced to a director or officer in
  advance of the final disposition of a legal proceeding, provided that he
  undertakes to repay the amount advanced if it is ultimately determined that he
  is not entitled to indemnification for such expenses.
  
       Indemnification is required to be made unless the registrant determines
  that the applicable standard of conduct required for indemnification has not
  been met. In the event of a determination by the registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition the court to make an independent determination as to
  whether such person is entitled to indemnification. As a condition precedent to
  the right of indemnification, the director or officer must give the registrant
  notice of the action for which indemnity is sought and the registrant has the
  right to participate in such action or assume the defense thereof.
  
       Article EIGHTH of the Restated Certificate further provides that the
  indemnification provided therein is not exclusive, and provides that in the
  event that the Delaware Law is
  
  
                                        -2-
  
  <PAGE>   4
  
  
  amended to expand the indemnification permitted to directors or officers, the
  registrant must indemnify those persons to the fullest extent permitted by such
  law as so amended.
  
       Section 145 of the Delaware Law provides that a corporation has the power
  to indemnify a director, officer, employee or agent of the corporation and
  certain other persons serving at the request of the corporation in related
  capacities against amounts paid and expenses incurred in connection with an
  action or proceeding to which he is or is threatened to be made a party by
  reason of such position, if such person shall have acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  the corporation, and, in any criminal proceeding, if such person had no
  reasonable cause to believe his conduct was unlawful; provided that, in the case
  of actions brought by or in the right of the corporation, no indemnification
  shall be made with respect to any matter as to which such person shall have been
  adjudged to be liable to the corporation unless and only to the extent that the
  adjudicating court determines that such indemnification is proper under the
  circumstances.
  
       The registrant has obtained liability insurance for its officers and
  directors.
  
       ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
       ITEM 8.  EXHIBITS.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       ITEM 9.  UNDERTAKINGS.
  
       1.  ITEM 512(a) OF REGULATION S-K. 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 Securities Act;
  
                 (ii)  To reflect in the prospectus any facts or events arising
       after the effective date of the 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 the
       registration statement; and
  
                 (iii) 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;
  
  PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the registration statement.
  
  
                                        -3-
  
  <PAGE>   5
  
  
            (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.
  
       2.  ITEM 512(b) OF REGULATION S-K. 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 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.
  
       3.  ITEM 512(h) OF REGULATION S-K. 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 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.
  
  
                                        -4-
  
  
  <PAGE>   6
  
  
                                     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 Billerica, Massachusetts, on this 17 day of August, 2001.
  
                                          SILVERSTREAM SOFTWARE, INC.
  
                                          By: /s/ David A. Litwack
                                             -------------------------------------
                                             David A. Litwack
                                             President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of SilverStream Software, Inc.,
  hereby severally constitute and appoint David A. Litwack and Craig A. Dynes,
  each of them singly, our true and lawful attorneys with full power to them, and
  each of them singly, to sign for us and in our names in the capacities indicated
  below, the registration statement on Form S-8 filed herewith and any and all
  subsequent amendments to said registration statement, and generally to do all
  such things in our names and on our behalf in our capacities as officers and
  directors to enable SilverStream Software, Inc. to comply with the provisions of
  the Securities Act of 1933, as amended, and all requirements of the Securities
  and Exchange Commission, hereby ratifying and confirming our signatures as they
  may be signed by our said attorneys, or any of them, to said registration
  statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
          SIGNATURE                                 TITLE                                DATE
          ---------                                 -----                                ----
  <S>                                   <C>                                          <C>
                                        Chairman of the Board of
  ------------------------              Directors
  David R. Skok
  
  /s/ David A. Litwack                  President, Chief Executive                   August 17, 2001
  ------------------------              Officer and Director (Principal
  David A. Litwack                      executive officer)
  
  
  /s/ Craig A. Dynes                    Vice President, Chief Financial              August 17, 2001
  ------------------------              Officer, Treasurer and Secretary
  Craig A. Dynes                        (Principal financial and
                                        accounting officer)
  
  
  /s/ Timothy Barrows                   Director                                     August 17, 2001
  ------------------------
  Timothy Barrows
  </TABLE>
  
  
                                        -5-
  
  <PAGE>   7
  
  <TABLE>
  <CAPTION>
          SIGNATURE                                 TITLE                                DATE
          ---------                                 -----                                ----
  <S>                                   <C>                                          <C>
  Richard A. D'Amore                    Director                                     August 17, 2001
  ------------------------
  Richard A. D'Amore
  
  PAUL J. SEVERINO                      Director                                     August 17, 2001
  ------------------------
  Paul J. Severino
  
  
  </TABLE>
  
  
  
  
  
                                        -6-
  
  <PAGE>   8
  
  
                                  INDEX TO EXHIBITS
  
  NUMBER           DESCRIPTION
  ------           -----------
   4.1(1)          Second Amended and Restated Certificate of Incorporation of
                   the registrant
  
   4.2(2)          Second Amended and Restated By-Laws of the registrant
  
   5.1             Opinion of Hale and Dorr LLP, counsel to the registrant
  
  23.1             Consent of Hale and Dorr LLP
                   (included in Exhibit 5.1)
  
  23.2             Consent of Ernst & Young LLP
  
  24.1             Power of attorney (included on the signature pages of this
                   registration statement)
  ------------
  
  (1)  Previously filed with the Securities and Exchange Commission as an Exhibit
       to the registrant's Registration Statement on Form S-1, as amended (File
       No. 333-94103) and incorporated herein by reference.
  
  (2)  Previously filed with the Securities and Exchange Commission as an Exhibit
       to the registrant's Quarterly Report on Form 10-Q (File No. 000-26981)
       filed on August 13, 2001 and incorporated herein by reference.
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metadata_filer: {"company-data": {"conformed-name": "SILVERSTREAM SOFTWARE INC", "cik": "0001042282", "assigned-sic": "7373", "irs-number": "043318325", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67848", "film-number": "1718180"}, "business-address": {"street1": "TWO FEDERAL ST", "city": "BILLERICA", "state": "MA", "zip": "01821", "phone": "9782623000"}, "mail-address": {"street1": "TWO FEDERAL ST", "city": "BILLERICA", "state": "MA", "zip": "01821"}}
text: 1
       As filed with the Securities and Exchange Commission on August 17, 2001
  
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                             SILVERSTREAM SOFTWARE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
              DELAWARE                                         04-3318325
  (State or Other Jurisdiction of                            (I.R.S.Employer
   Incorporation or Organization)                           Identification No.)
  
            TWO FEDERAL STREET                                    01821
         BILLERICA, MASSACHUSETTS
  (Address of Principal Executive Offices)                      (Zip Code)
  
                   AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
                              2001 STOCK INCENTIVE PLAN
  
                                  DAVID A. LITWACK
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             SILVERSTREAM SOFTWARE, INC.
                                 TWO FEDERAL STREET
                           BILLERICA, MASSACHUSETTS 01821
                       (Name and Address of Agent For Service)
                                   (978) 262-3000
            (Telephone Number, Including Area Code, of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  ==============================================================================================================
      Title of                               Proposed Maximum       Proposed Maximum
  Securities to be       Amount to be         Offering Price           Aggregate                Amount of
    Registered            Registered             Per Share           Offering Price         Registration Fee
  --------------------------------------------------------------------------------------------------------------
  Common Stock,
  $0.001 par value
  per share           2,000,000 shares(1)        $5.03 (2)            $10,060,000 (2)           $2,515.00
  ==============================================================================================================
  (1)  Consists of (i) 1,000,000 shares issuable under the Amended and Restated
       1997 Stock Incentive Plan and (ii) 1,000,000 shares issuable under the 2001
       Stock Incentive Plan.
  
  (2)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
       amended, and based upon the average of the high and low prices of the
       registrant's Common Stock as reported on the Nasdaq National Market on
       August 14, 2001.
  
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       ITEM 1.  PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plans covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
       ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this registration statement by reference:
  
       (a) The registrant's latest annual report filed pursuant to Section 13(a)
  or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
  424(b) under the Securities Act that contains audited financial statements for
  the registrant's latest fiscal year for which such statements have been filed.
  
       (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above.
  
       (c) The description of the securities contained in the registrant's
  registration statement on Form 8-A filed under the Exchange Act, including any
  amendment or report filed for the purpose of updating such description.
  
       All documents subsequently filed by the registrant 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 offered hereby 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 the 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 the 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 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.
  
                                        -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.
  
       Article SEVENTH of the registrant's Second Amended and Restated Certificate
  of Incorporation (the "Restated Certificate") provides that no director of the
  registrant shall be personally liable for any monetary damages for any breach of
  fiduciary duty as a director notwithstanding any provision of law imposing such
  liability, except to the extent that the Delaware General Corporation Law (the
  "Delaware Law") prohibits the elimination or limitation of liability of
  directors for breach of fiduciary duty.
  
       Article EIGHTH of the Restated Certificate provides that a director or
  officer of the registrant (a) shall be indemnified by the registrant against all
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement incurred in connection with any litigation or other legal proceeding
  (other than an action by or in the right of the registrant) brought against him
  by virtue of his position as a director or officer of the registrant if he acted
  in good faith and in a manner he reasonably believed to be in, or not opposed
  to, the best interests of the registrant, and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe his conduct was
  unlawful and (b) shall be indemnified by the registrant against all expenses
  (including attorneys' fees) and amounts paid in settlement incurred in
  connection with any action by or in the right of the registrant naming him as a
  party by virtue of his position as a director or officer of the registrant if he
  acted in good faith and in a manner he reasonably believed to be in, or not
  opposed to, the best interests of the registrant, except that no indemnification
  shall be made with respect to any matter as to which such person shall have been
  adjudged to be liable to the registrant, unless the Court of Chancery of
  Delaware determines that, despite such adjudication but in view of all of the
  circumstances, he is entitled to indemnification of such expenses.
  Notwithstanding the foregoing, to the extent that a director or officer has been
  successful, on the merits or otherwise, including, without limitation, the
  dismissal of an action without prejudice, he is required to be indemnified by
  the registrant against all expenses (including attorneys' fees) incurred in
  connection therewith. Expenses shall be advanced to a director or officer in
  advance of the final disposition of a legal proceeding, provided that he
  undertakes to repay the amount advanced if it is ultimately determined that he
  is not entitled to indemnification for such expenses.
  
       Indemnification is required to be made unless the registrant determines
  that the applicable standard of conduct required for indemnification has not
  been met. In the event of a determination by the registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition the court to make an independent determination as to
  whether such person is entitled to indemnification. As a condition precedent to
  the right of indemnification, the director or officer must give the registrant
  notice of the action for which indemnity is sought and the registrant has the
  right to participate in such action or assume the defense thereof.
  
       Article EIGHTH of the Restated Certificate further provides that the
  indemnification provided therein is not exclusive, and provides that in the
  event that the Delaware Law is
  
                                        -2-
  4
  
  amended to expand the indemnification permitted to directors or officers, the
  registrant must indemnify those persons to the fullest extent permitted by such
  law as so amended.
  
       Section 145 of the Delaware Law provides that a corporation has the power
  to indemnify a director, officer, employee or agent of the corporation and
  certain other persons serving at the request of the corporation in related
  capacities against amounts paid and expenses incurred in connection with an
  action or proceeding to which he is or is threatened to be made a party by
  reason of such position, if such person shall have acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  the corporation, and, in any criminal proceeding, if such person had no
  reasonable cause to believe his conduct was unlawful; provided that, in the case
  of actions brought by or in the right of the corporation, no indemnification
  shall be made with respect to any matter as to which such person shall have been
  adjudged to be liable to the corporation unless and only to the extent that the
  adjudicating court determines that such indemnification is proper under the
  circumstances.
  
       The registrant has obtained liability insurance for its officers and
  directors.
  
       ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
       ITEM 8.  EXHIBITS.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       ITEM 9.  UNDERTAKINGS.
  
       1.  ITEM 512(a) OF REGULATION S-K. 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 Securities Act;
  
                 (ii)  To reflect in the prospectus any facts or events arising
       after the effective date of the 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 the
       registration statement; and
  
                 (iii) 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;
  
  PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the registration statement.
  
                                        -3-
  5
  
            (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.
  
       2.  ITEM 512(b) OF REGULATION S-K. 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 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.
  
       3.  ITEM 512(h) OF REGULATION S-K. 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 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.
  
                                        -4-
  6
  
                                     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 Billerica, Massachusetts, on this 17 day of August, 2001.
  
                                          SILVERSTREAM SOFTWARE, INC.
  
                                          By: /s/ David A. Litwack
                                             -------------------------------------
                                             David A. Litwack
                                             President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of SilverStream Software, Inc.,
  hereby severally constitute and appoint David A. Litwack and Craig A. Dynes,
  each of them singly, our true and lawful attorneys with full power to them, and
  each of them singly, to sign for us and in our names in the capacities indicated
  below, the registration statement on Form S-8 filed herewith and any and all
  subsequent amendments to said registration statement, and generally to do all
  such things in our names and on our behalf in our capacities as officers and
  directors to enable SilverStream Software, Inc. to comply with the provisions of
  the Securities Act of 1933, as amended, and all requirements of the Securities
  and Exchange Commission, hereby ratifying and confirming our signatures as they
  may be signed by our said attorneys, or any of them, to said registration
  statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                 TITLE                                DATE
          ---------                                 -----                                ----
  Chairman of the Board of
  ------------------------              Directors
  David R. Skok
  
  /s/ David A. Litwack                  President, Chief Executive                   August 17, 2001
  ------------------------              Officer and Director (Principal
  David A. Litwack                      executive officer)
  
  /s/ Craig A. Dynes                    Vice President, Chief Financial              August 17, 2001
  ------------------------              Officer, Treasurer and Secretary
  Craig A. Dynes                        (Principal financial and
                                        accounting officer)
  
  /s/ Timothy Barrows                   Director                                     August 17, 2001
  ------------------------
  Timothy Barrows
  -5-
  7
  SIGNATURE                                 TITLE                                DATE
          ---------                                 -----                                ----
  Richard A. D'Amore                    Director                                     August 17, 2001
  ------------------------
  Richard A. D'Amore
  
  PAUL J. SEVERINO                      Director                                     August 17, 2001
  ------------------------
  Paul J. Severino
  -6-
  8
  
                                  INDEX TO EXHIBITS
  
  NUMBER           DESCRIPTION
  ------           -----------
   4.1(1)          Second Amended and Restated Certificate of Incorporation of
                   the registrant
  
   4.2(2)          Second Amended and Restated By-Laws of the registrant
  
   5.1             Opinion of Hale and Dorr LLP, counsel to the registrant
  
  23.1             Consent of Hale and Dorr LLP
                   (included in Exhibit 5.1)
  
  23.2             Consent of Ernst & Young LLP
  
  24.1             Power of attorney (included on the signature pages of this
                   registration statement)
  ------------
  
  (1)  Previously filed with the Securities and Exchange Commission as an Exhibit
       to the registrant's Registration Statement on Form S-1, as amended (File
       No. 333-94103) and incorporated herein by reference.
  
  (2)  Previously filed with the Securities and Exchange Commission as an Exhibit
       to the registrant's Quarterly Report on Form 10-Q (File No. 000-26981)
       filed on August 13, 2001 and incorporated herein by reference.