content: <PAGE>   1
      As filed with the Securities and Exchange Commission on December 1, 1998
                                                     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)
  
                               CENTURY ANALYSIS, INC.
                             1996 EQUITY INCENTIVE 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)
                             ---------------------------
                                     Copies 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
  <TABLE>
  <CAPTION>
  ===============================================================================================
                                             PROPOSED MAXIMUM   PROPOSED MAXIMUM      AMOUNT OF
  
  TITLE OF SECURITIES          AMOUNT TO BE   OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
   TO BE REGISTERED             REGISTERED     PER SHARE (3)         PRICE               FEE
  -----------------------------------------------------------------------------------------------
  <S>                          <C>            <C>              <C>                  <C> 
  Reserved under the Century 
  Analysis, Inc. 1996 Equity 
  Incentive Plan. Common Stock, 
  $.0001 par value (1)(2)       51,475 shares     $ 13.17          $ 677,925.75        $ 188.46 
  
  
  
  TOTAL:                        51,475 shares     $ 13.17          $ 677,925.75        $ 188.46
  
  ===============================================================================================
  </TABLE>
  (1)     Pursuant to a Share Acquisition Agreement dated as of September 30, 1998
          (the "Agreement"), among the Registrant, Century Analysis, Inc. ("CAI")
          and the shareholders of CAI, the Registrant assumed all of the
          outstanding options to purchase common stock of CAI under its 1996
          Equity Incentive Plan (the "CAI Assumed Options"), with appropriate
          adjustments to the number of shares and exercise price of each CAI
          Assumed Option to reflect the ratio at which the common stock of CAI was
          converted into common stock of the Registrant under the Agreement.
  
  (2)     Includes  associated  rights to purchase shares of Series A Preferred 
          Stock, par value $0.0001 per share, of the Registrant.
  
  (3)     Such shares are issuable upon exercise of outstanding options with fixed
          exercise prices. Pursuant to Rule 457(h), the aggregate offering price
          and the fee have been computed upon the basis of the price at which the
          options may be exercised. The offering price per share set forth for
          such shares is the weighted average exercise price per share at which
          such options are exercisable.
  
  
  
  
  
  <PAGE>   2
                              NEW ERA OF NETWORKS, INC.
                         REGISTRATION STATEMENT ON FORM S-8
  
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
  ITEM 1. PLAN INFORMATION
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, officers, directors or others as specified by
  Rule 428(b)(1). In accordance with the rules and regulations of the Securities
  and Exchange Commission (the "Commission") and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees, officers, directors or others as specified by
  Rule 428(b)(1). In accordance with the rules and regulations of the Commission
  and the instructions to Form S-8, such documents are not being filed with the
  Commission either as part of this Registration Statement or as prospectuses or
  prospectus supplements pursuant to Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents and information heretofore filed with the
  Commission by the Registrant are incorporated herein by reference:
  
           1.       The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1997 filed pursuant to the Securities
                    Exchange Act of 1934, as amended (the "Exchange Act");
  
           2.       The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                    quarters ended March 31, 1998, June 30, 1998 and September 30,
                    1998 filed pursuant to the Exchange Act;
  
           3.       The description of Registrant's Common Stock contained in the
                    Registrant's Registration Statement on Form 8-A dated June 4,
                    1997, filed pursuant to Section 12(g) of the Exchange Act
                    which was declared effective on June 17, 1997, including any
                    amendment or report filed for the purpose of updating such
                    description;
  
           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;
  
           5.       The Registrant's Current Report on Form 8-K, dated June 12,
                    1998, filed with the Commission pursuant to the Exchange Act
                    on June 26, 1998;
  
  
                                        -2-
  <PAGE>   3
           6.       The Registrant's Current Report on Form 8-K, dated August 5,
                    1998, filed with the Commission pursuant to the Exchange Act
                    on August 14, 1998, as amended by Form 8-K/A dated August 5,
                    1998, filed with the Commission pursuant to the Exchange Act
                    on August 17, 1998;
  
           7.       The Registrant's Current Report on Form 8-K, dated September
                    30, 1998, filed with the Commission pursuant to the Exchange
                    Act on October 14, 1998.
  
           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, 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Company's Amended and Restated Certificate of Incorporation limits
  the liability of directors to the maximum extent permitted by Delaware law.
  Delaware law provides that a corporation's certificate of incorporation may
  contain, and the Company's Amended and Restated Certificate of Incorporation
  does contain, a provision eliminating or limiting the personal liability of a
  director for monetary damages for breach of their fiduciary duties as directors,
  except for liability (i) for any breach of their duty of loyalty to the
  corporation or its stockholders, (ii) for acts or omissions not in good faith
  for which involve intentional misconduct or a knowing violation of law, (iii)
  for unlawful payments of dividend or unlawful stock repurchases or redemptions
  as provided in Section 174 of the Delaware General Corporation Law or (iv) for
  any transaction from which the director derived an improper personal benefit.
  
           The Company's Amended and Restated Bylaws provide that the Company
  shall indemnify its directors, officers, employees and agents to the fullest
  extent permitted by law. The Company believes that the indemnification under its
  Amended and Restated Bylaws covers at least negligence and gross negligence on
  the part of indemnified parties.
  
           The Company has entered into agreements to indemnify its directors and
  officers, in addition to the indemnification provided for in the Company's
  Amended and Restated Bylaws. These agreements, among other things, indemnify the
  Company's directors and officers for certain expenses (including attorney fees),
  judgments, fines and settlement amounts incurred by any such person in any
  action or proceeding, including any action by or in the right of the Company,
  arising out of such person's services as a director or officer of the company,
  any subsidiary of the Company or any other company or enterprise to which the
  person provides services at the request of the Company. The Company believes
  that these provisions and agreements are necessary to attract and retain
  qualified directors and officers.
  
  
                                        -3-
  <PAGE>   4
           At present, there is no pending litigation or proceeding involving any
  director, officer, employee or agent of the Company where indemnifications will
  be required or permitted. The Company is not aware of any threatened litigation
  or proceeding that might result in a claim for such indemnification.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  
  <TABLE>
  <CAPTION>
          Exhibit
           Number                   Description of Document
  
  
  <S>                <C>                                      
            4.1      Specimen stock certificate representing the Common Stock of
                     the Company (which is incorporated herein by reference to 
                     Exhibit 4.1 to Registrant's Registration Statement on Form
                     S-1 (File No. 333-20189)).
  
            4.2      Amended and Restated Bylaws of Registrant, as amended 
                     through February 2, 1998 (which are incorporated herein by
                     reference to Exhibit 3.2 to the Registrant's Annual Report
                     on Form 10-K for the fiscal year ended December 31, 1997).
  
            4.3      Amended and Restated Certificate of Incorporation of
                     Registrant, as amended through May 21, 1997 (which is
                     incorporated herein by reference to Exhibit 3.1 to the
                     Registrant's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1997).
  
            4.4      Preferred Shares Rights Agreement dated as of August
                     5, 1998, between New Era of Networks, Inc. and
                     BankBoston, N.A., including the Certificate of
                     Designation, the form of Rights Certificate and the
                     Summary of Rights thereto as Exhibits A, B and C,
                     respectively (all of which are incorporated herein by
                     reference to Exhibit 1 to the Registrant's
                     Registration Statement on Form 8-A/A filed August 17,
                     1998).
  
  
            4.5      Century Analysis Inc. 1996 Equity Incentive Plan.
  
            4.6      Form of Notice of Exercise.
  
            4.7      Form of Century Analysis Inc. Incentive Stock Option Agreement.
  
            5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                     Corporation, as to legality of securities being registered.
  
           23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.
  
           23.2      Consent of Wilson Sonsini Goodrich & Rosati, Professional
                     Corporation (included in Exhibit 5.1).
  
           24.1      Powers of Attorney (see page 6).
  </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 Securities Act of 1933;
  
  
                                        -4-
  <PAGE>   5
                  (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. Notwithstanding the foregoing, any increase or decrease in volume of
  securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the low or high end of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than a 20% change in the maximum
  aggregate offering price set forth in the "Calculation of Registration Fee"
  table in the effective registration statement.
  
                 (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 (a)(1)(i) and (a)(1)(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 Commissioner by the Registrant pursuant to section 13 or section 15(d) of
  the Securities Exchange Act of 1934 that are incorporated by reference in this
  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.
  
                   (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 of 1933, each filing of the
  Registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) 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 of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue.
  
  
                                        -5-
  <PAGE>   6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 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 December 1, 1998.
  
  
                          NEW ERA OF NETWORKS, INC..
  
  
                          By: /s/ LEONARD M.GOLDSTEIN
                             ---------------------------------------------------
                             Leonard M. Goldstein
                             Senior Vice President, Senior Counsel and Secretary
  
  
                                        -6-
  <PAGE>   7
                                  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 BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATE STATED:
  
  <TABLE>
  <CAPTION>
            SIGNATURES                                     TITLE                                  DATE
  
  <S>                                      <C>                                              <C> 
    /s/ GEORGE F. ADAM, JR.                Chairman of the Board, President, Chief          November 25, 1998
  -------------------------------          Executive Officer, and Director
        George F. Adam, Jr.                
  
    /s/ LEONARD M. GOLDSTEIN               Senior Vice President, Senior Counsel            November 23, 1998
  -------------------------------
        Leonard M. Goldstein
  
    /s/ STEPHEN E. WEBB                    Senior Vice President and Chief Financial        November 25, 1998
  -------------------------------          Officer
        Stephen E. Webb                    
  
    /s/ JAMES C. PARKS                     Vice President of Finance and Controller         November 23, 1998
  -------------------------------
        James C. Parks
  
    /s/ HAROLD A. PISKIEL                  Executive Vice President, Chief Technical        November 23, 1998
  -------------------------------          Officer and Director
        Harold A. Piskiel                    
  
    /s/ STEVE LAZARUS                      Director                                         November 23, 1998
  -------------------------------
        Steve Lazarus
  
    /s/ MARK L. GORDON                     Director                                         November 24, 1998
  -------------------------------
        Mark L. Gordon
  
                                           Director                                         
  -------------------------------
        James Reep
  
    /s/ ELISABETH W. IRELAND               Director                                         November 23, 1998
  -------------------------------
        Elisabeth W. Ireland
  
    /s/ PATRICK J. FORTUNE                 Director                                         November 24, 1998
  -------------------------------
        Patrick J. Fortune
  
                                           Director                                         
  -------------------------------
        Joseph E. Kasputys
  </TABLE>
  
  
  
  
                                        -7-
  <PAGE>   8
  Index to Exhibits
  ----------------- 
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number                            Description of Document
  
  
  <S>              <C>                               
   4.1             Specimen stock certificate representing the Common Stock of the
                   Company (which is incorporated herein by reference to Exhibit
                   4.1 to Registrant's Registration Statement on Form S-1 (File
                   No. 333-20189)).
  
   4.2             Amended and Restated Bylaws of Registrant, as amended through
                   February 2, 1998 (which are incorporated herein by reference to
                   Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1997).
  
   4.3             Amended and Restated Certificate of Incorporation of 
                   Registrant, as amended through May 21, 1997 (which is
                   incorporated herein by reference to Exhibit 3.1 to the
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1997).
  
   4.4             Preferred Shares Rights Agreement dated as of August 5, 1998,
                   between New Era of Networks, Inc. and BankBoston, N.A.,
                   including the Certificate of Designation, the form of Rights
                   Certificate and the Summary of Rights thereto as Exhibits A, B
                   and C, respectively (all of which is incorporated herein by
                   reference to Exhibit 1 to the Registrant's Registration
                   Statement on Form 8-A/A filed August 17, 1998).
  
   4.5             Century Analysis Inc. 1996 Equity Incentive Plan.
  
   4.6             Form of Notice of Exercise.
  
   4.7             Form of Century Analysis Inc. Incentive Stock Option Agreement.
  
   5.1             Opinion of Wilson Sonsini Goodrich & Rosati, Professional 
                   Corporation, as to legality of securities being registered.
  
  23.1             Consent of Arthur Andersen LLP, Independent Public Accountants.
  
  23.2             Consent of Wilson Sonsini Goodrich & Rosati, Professional 
                   Corporation (included in Exhibit 5.1).
  
  24.1             Powers of Attorney (see page 6).
  </TABLE>
  
  
                                        -8-
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text: 1
      As filed with the Securities and Exchange Commission on December 1, 1998
                                                     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)
  
                               CENTURY ANALYSIS, INC.
                             1996 EQUITY INCENTIVE 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)
                             ---------------------------
                                     Copies 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     PER SHARE (3)         PRICE               FEE
  -----------------------------------------------------------------------------------------------
  Reserved under the Century 
  Analysis, Inc. 1996 Equity 
  Incentive Plan. Common Stock, 
  $.0001 par value (1)(2)       51,475 shares     $ 13.17          $ 677,925.75        $ 188.46 
  
  TOTAL:                        51,475 shares     $ 13.17          $ 677,925.75        $ 188.46
  
  ===============================================================================================
  (1)     Pursuant to a Share Acquisition Agreement dated as of September 30, 1998
          (the "Agreement"), among the Registrant, Century Analysis, Inc. ("CAI")
          and the shareholders of CAI, the Registrant assumed all of the
          outstanding options to purchase common stock of CAI under its 1996
          Equity Incentive Plan (the "CAI Assumed Options"), with appropriate
          adjustments to the number of shares and exercise price of each CAI
          Assumed Option to reflect the ratio at which the common stock of CAI was
          converted into common stock of the Registrant under the Agreement.
  
  (2)     Includes  associated  rights to purchase shares of Series A Preferred 
          Stock, par value $0.0001 per share, of the Registrant.
  
  (3)     Such shares are issuable upon exercise of outstanding options with fixed
          exercise prices. Pursuant to Rule 457(h), the aggregate offering price
          and the fee have been computed upon the basis of the price at which the
          options may be exercised. The offering price per share set forth for
          such shares is the weighted average exercise price per share at which
          such options are exercisable.
  2
                              NEW ERA OF NETWORKS, INC.
                         REGISTRATION STATEMENT ON FORM S-8
  
                                       PART I
  
                       INFORMATION REQUIRED IN THE PROSPECTUS
  
  ITEM 1. PLAN INFORMATION
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, officers, directors or others as specified by
  Rule 428(b)(1). In accordance with the rules and regulations of the Securities
  and Exchange Commission (the "Commission") and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees, officers, directors or others as specified by
  Rule 428(b)(1). In accordance with the rules and regulations of the Commission
  and the instructions to Form S-8, such documents are not being filed with the
  Commission either as part of this Registration Statement or as prospectuses or
  prospectus supplements pursuant to Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents and information heretofore filed with the
  Commission by the Registrant are incorporated herein by reference:
  
           1.       The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1997 filed pursuant to the Securities
                    Exchange Act of 1934, as amended (the "Exchange Act");
  
           2.       The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                    quarters ended March 31, 1998, June 30, 1998 and September 30,
                    1998 filed pursuant to the Exchange Act;
  
           3.       The description of Registrant's Common Stock contained in the
                    Registrant's Registration Statement on Form 8-A dated June 4,
                    1997, filed pursuant to Section 12(g) of the Exchange Act
                    which was declared effective on June 17, 1997, including any
                    amendment or report filed for the purpose of updating such
                    description;
  
           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;
  
           5.       The Registrant's Current Report on Form 8-K, dated June 12,
                    1998, filed with the Commission pursuant to the Exchange Act
                    on June 26, 1998;
  
                                        -2-
  3
           6.       The Registrant's Current Report on Form 8-K, dated August 5,
                    1998, filed with the Commission pursuant to the Exchange Act
                    on August 14, 1998, as amended by Form 8-K/A dated August 5,
                    1998, filed with the Commission pursuant to the Exchange Act
                    on August 17, 1998;
  
           7.       The Registrant's Current Report on Form 8-K, dated September
                    30, 1998, filed with the Commission pursuant to the Exchange
                    Act on October 14, 1998.
  
           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, 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Company's Amended and Restated Certificate of Incorporation limits
  the liability of directors to the maximum extent permitted by Delaware law.
  Delaware law provides that a corporation's certificate of incorporation may
  contain, and the Company's Amended and Restated Certificate of Incorporation
  does contain, a provision eliminating or limiting the personal liability of a
  director for monetary damages for breach of their fiduciary duties as directors,
  except for liability (i) for any breach of their duty of loyalty to the
  corporation or its stockholders, (ii) for acts or omissions not in good faith
  for which involve intentional misconduct or a knowing violation of law, (iii)
  for unlawful payments of dividend or unlawful stock repurchases or redemptions
  as provided in Section 174 of the Delaware General Corporation Law or (iv) for
  any transaction from which the director derived an improper personal benefit.
  
           The Company's Amended and Restated Bylaws provide that the Company
  shall indemnify its directors, officers, employees and agents to the fullest
  extent permitted by law. The Company believes that the indemnification under its
  Amended and Restated Bylaws covers at least negligence and gross negligence on
  the part of indemnified parties.
  
           The Company has entered into agreements to indemnify its directors and
  officers, in addition to the indemnification provided for in the Company's
  Amended and Restated Bylaws. These agreements, among other things, indemnify the
  Company's directors and officers for certain expenses (including attorney fees),
  judgments, fines and settlement amounts incurred by any such person in any
  action or proceeding, including any action by or in the right of the Company,
  arising out of such person's services as a director or officer of the company,
  any subsidiary of the Company or any other company or enterprise to which the
  person provides services at the request of the Company. The Company believes
  that these provisions and agreements are necessary to attract and retain
  qualified directors and officers.
  
                                        -3-
  4
           At present, there is no pending litigation or proceeding involving any
  director, officer, employee or agent of the Company where indemnifications will
  be required or permitted. The Company is not aware of any threatened litigation
  or proceeding that might result in a claim for such indemnification.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  Exhibit
           Number                   Description of Document
  4.1      Specimen stock certificate representing the Common Stock of
                     the Company (which is incorporated herein by reference to 
                     Exhibit 4.1 to Registrant's Registration Statement on Form
                     S-1 (File No. 333-20189)).
  
            4.2      Amended and Restated Bylaws of Registrant, as amended 
                     through February 2, 1998 (which are incorporated herein by
                     reference to Exhibit 3.2 to the Registrant's Annual Report
                     on Form 10-K for the fiscal year ended December 31, 1997).
  
            4.3      Amended and Restated Certificate of Incorporation of
                     Registrant, as amended through May 21, 1997 (which is
                     incorporated herein by reference to Exhibit 3.1 to the
                     Registrant's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1997).
  
            4.4      Preferred Shares Rights Agreement dated as of August
                     5, 1998, between New Era of Networks, Inc. and
                     BankBoston, N.A., including the Certificate of
                     Designation, the form of Rights Certificate and the
                     Summary of Rights thereto as Exhibits A, B and C,
                     respectively (all of which are incorporated herein by
                     reference to Exhibit 1 to the Registrant's
                     Registration Statement on Form 8-A/A filed August 17,
                     1998).
  
            4.5      Century Analysis Inc. 1996 Equity Incentive Plan.
  
            4.6      Form of Notice of Exercise.
  
            4.7      Form of Century Analysis Inc. Incentive Stock Option Agreement.
  
            5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                     Corporation, as to legality of securities being registered.
  
           23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.
  
           23.2      Consent of Wilson Sonsini Goodrich & Rosati, Professional
                     Corporation (included in Exhibit 5.1).
  
           24.1      Powers of Attorney (see page 6).
  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 Securities Act of 1933;
  
                                        -4-
  5
                  (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. Notwithstanding the foregoing, any increase or decrease in volume of
  securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the low or high end of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than a 20% change in the maximum
  aggregate offering price set forth in the "Calculation of Registration Fee"
  table in the effective registration statement.
  
                 (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 (a)(1)(i) and (a)(1)(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 Commissioner by the Registrant pursuant to section 13 or section 15(d) of
  the Securities Exchange Act of 1934 that are incorporated by reference in this
  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.
  
                   (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 of 1933, each filing of the
  Registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) 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 of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue.
  
                                        -5-
  6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 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 December 1, 1998.
  
                          NEW ERA OF NETWORKS, INC..
  
                          By: /s/ LEONARD M.GOLDSTEIN
                             ---------------------------------------------------
                             Leonard M. Goldstein
                             Senior Vice President, Senior Counsel and Secretary
  
                                        -6-
  7
                                  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 BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATE STATED:
  SIGNATURES                                     TITLE                                  DATE
  /s/ GEORGE F. ADAM, JR.                Chairman of the Board, President, Chief          November 25, 1998
  -------------------------------          Executive Officer, and Director
        George F. Adam, Jr.                
  
    /s/ LEONARD M. GOLDSTEIN               Senior Vice President, Senior Counsel            November 23, 1998
  -------------------------------
        Leonard M. Goldstein
  
    /s/ STEPHEN E. WEBB                    Senior Vice President and Chief Financial        November 25, 1998
  -------------------------------          Officer
        Stephen E. Webb                    
  
    /s/ JAMES C. PARKS                     Vice President of Finance and Controller         November 23, 1998
  -------------------------------
        James C. Parks
  
    /s/ HAROLD A. PISKIEL                  Executive Vice President, Chief Technical        November 23, 1998
  -------------------------------          Officer and Director
        Harold A. Piskiel                    
  
    /s/ STEVE LAZARUS                      Director                                         November 23, 1998
  -------------------------------
        Steve Lazarus
  
    /s/ MARK L. GORDON                     Director                                         November 24, 1998
  -------------------------------
        Mark L. Gordon
  
                                           Director                                         
  -------------------------------
        James Reep
  
    /s/ ELISABETH W. IRELAND               Director                                         November 23, 1998
  -------------------------------
        Elisabeth W. Ireland
  
    /s/ PATRICK J. FORTUNE                 Director                                         November 24, 1998
  -------------------------------
        Patrick J. Fortune
  
                                           Director                                         
  -------------------------------
        Joseph E. Kasputys
  -7-
  8
  Index to Exhibits
  -----------------
  Exhibit
  Number                            Description of Document
  4.1             Specimen stock certificate representing the Common Stock of the
                   Company (which is incorporated herein by reference to Exhibit
                   4.1 to Registrant's Registration Statement on Form S-1 (File
                   No. 333-20189)).
  
   4.2             Amended and Restated Bylaws of Registrant, as amended through
                   February 2, 1998 (which are incorporated herein by reference to
                   Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1997).
  
   4.3             Amended and Restated Certificate of Incorporation of 
                   Registrant, as amended through May 21, 1997 (which is
                   incorporated herein by reference to Exhibit 3.1 to the
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1997).
  
   4.4             Preferred Shares Rights Agreement dated as of August 5, 1998,
                   between New Era of Networks, Inc. and BankBoston, N.A.,
                   including the Certificate of Designation, the form of Rights
                   Certificate and the Summary of Rights thereto as Exhibits A, B
                   and C, respectively (all of which is incorporated herein by
                   reference to Exhibit 1 to the Registrant's Registration
                   Statement on Form 8-A/A filed August 17, 1998).
  
   4.5             Century Analysis Inc. 1996 Equity Incentive Plan.
  
   4.6             Form of Notice of Exercise.
  
   4.7             Form of Century Analysis Inc. Incentive Stock Option Agreement.
  
   5.1             Opinion of Wilson Sonsini Goodrich & Rosati, Professional 
                   Corporation, as to legality of securities being registered.
  
  23.1             Consent of Arthur Andersen LLP, Independent Public Accountants.
  
  23.2             Consent of Wilson Sonsini Goodrich & Rosati, Professional 
                   Corporation (included in Exhibit 5.1).
  
  24.1             Powers of Attorney (see page 6).
  -8-