WIND RIVER SYSTEMS INC
424B3, 2000-12-05
COMPUTER PROGRAMMING SERVICES
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                        Filed Pursuant to Rule 424(b)(3)
                        Registration File No. 333-49450



                                1,244,940 SHARES

                            WIND RIVER SYSTEMS, INC.

                                  COMMON STOCK

                              --------------------

     The selling stockholders listed on pages 14 to 15 are offering up to
1,244,940 shares of Wind River Systems, Inc. common stock. The selling
stockholders acquired their shares of Wind River common stock in connection with
our acquisition of Rapid Logic, Inc. on October 24, 2000.

     Our common stock trades on the Nasdaq National Market under the symbol
WIND. On December 4, 2000, the last reported sale price of our common stock was
$39.50 per share.

     We will not be paying any underwriting discounts or commissions in this
offering.

                              --------------------

         INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
                    SEE "RISK FACTORS" BEGINNING ON PAGE 4.

                              --------------------


NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



December 5, 2000.

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                               TABLE OF CONTENTS

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WIND RIVER........................................................................3

RISK FACTORS......................................................................4

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS.............................12

WHERE YOU CAN FIND MORE INFORMATION
ABOUT WIND RIVER AND THIS OFFERING...............................................13

USE OF PROCEEDS..................................................................14

SELLING STOCKHOLDERS.............................................................14

PLAN OF DISTRIBUTION.............................................................16

LEGAL MATTERS....................................................................19

EXPERTS..........................................................................19

</TABLE>

     We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You should
not rely on any unauthorized information. This prospectus does not offer to sell
or buy any shares in any jurisdiction in which it is unlawful. The information
in this prospectus is current as of the date on the cover.

                                       2.

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                                   WIND RIVER

     Wind River Systems, Inc. develops, markets and supports advanced software
operating systems and development tools that allow customers to create complex,
robust, real-time software applications for embedded computers. An embedded
computer consists of a microprocessor, memory and software that are incorporated
into a larger device and dedicated to responding to external events by
performing specific tasks quickly, predictably and reliably. Some examples of
embedded computers are:

         -  telecommunications products such as PABX, routers, central office
            switches and call processing systems;
         -  office products such as fax machines, laser printers and
            photocopiers;
         -  vehicle anti-lock brakes and navigation systems;
         -  consumer products such as camcorders, video games and set-top boxes;
         -  medical instrumentation and imaging systems;
         -  industrial automation equipment such as robots; and
         -  aerospace devices such as NASA's Mars probe, Pathfinder.

     Our products enable customers to enhance the performance of their products,
standardize designs across projects, reduce research and development costs and
shorten product development cycles.

     We are a Delaware corporation. Our principal offices are located at 500
Wind River Way, Alameda, California 94501, and our telephone number is (510)
748-4100. In this prospectus, "Wind River," "we" and "our" refer to Wind River
Systems, Inc. unless the context otherwise requires.

                                       3.

<PAGE>

                                  RISK FACTORS

     OUR BUSINESS FACES SIGNIFICANT RISKS. THE RISKS DESCRIBED BELOW MAY NOT BE
THE ONLY RISKS WE FACE. ADDITIONAL RISKS THAT WE DO NOT YET KNOW OF OR THAT WE
CURRENTLY THINK ARE IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY
OF THE EVENTS OR CIRCUMSTANCES DESCRIBED IN THE FOLLOWING RISKS ACTUALLY OCCURS,
OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY
ADVERSELY AFFECTED AND THE MARKET PRICE OF OUR COMMON STOCK COULD DECLINE.

OUR REVENUES AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY FROM PERIOD TO
PERIOD AND CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DECLINE.

     Our revenues and operating results have fluctuated significantly in the
past and may continue to do so in the future. If our quarterly or annual
operating results do not meet the expectations of securities analysts and
investors, the market price of our common stock could decline significantly. A
number of factors, many of which are outside our control, may cause or
contribute to these fluctuations, including:

     -  the amount and timing of orders we receive;
     -  changes in the length of our products' sales cycles, which increase as
        our customers' purchase decisions become more strategic and are made at
        higher management levels;
     -  the success of our customers' products from which we derive our royalty
        revenues;
     -  the mix of our revenues from the sale of services (which have lower
        gross margins than our revenues from the sale of products) as compared
        to products;
     -  our ability to control our operating expenses, which we anticipate will
        continue to increase;
     -  our ability to continue to develop, introduce and ship competitive new
        products and product enhancements quickly;
     -  announcements, new product introductions and price reductions by our
        competitors;
     -  our ability to manage costs for fixed-price consulting engagements;
     -  changes in business cycles that affect the markets in which we sell our
        products;
     -  economic conditions generally and in international markets, which
        historically have provided a significant portion of our revenues; and
     -  foreign currency exchange rates.

     In addition, we often recognize a major portion of our quarterly revenues
from orders we receive and ship in the last month of the quarter and, as a
result, we may not be able to forecast our revenues until late in the period.
Further, our customers historically have purchased more of our products in our
fourth fiscal quarter than in other quarters. A decrease in orders is likely to
adversely and disproportionately affect our operating results, because a
significant portion of our expenses are fixed and are based, in part, on our
expectations of future revenues. Therefore, we have a limited ability to reduce
expenses in response to a shortfall in anticipated revenues. We believe that
period-to-period comparisons of our operating results may not be meaningful, and
should not be relied on as an indication of our future performance.

IF WE DO NOT INTEGRATE OUR PRODUCTS WITH THOSE OF COMPANIES WE HAVE ACQUIRED, WE
MAY LOSE CUSTOMERS AND FAIL TO ACHIEVE OUR FINANCIAL OBJECTIVES.

     During this fiscal year, we completed four major business acquisitions. In
February, March, May and October 2000, we acquired Integrated Systems, Inc.,
Embedded Support Tools Corporation, AudeSi Technologies, Inc. and Rapid Logic,
Inc., respectively. Achieving the benefits of the acquisitions depends in part
on the integration of Wind River's and its acquired companies' products in a
timely and efficient manner. In order for us to provide enhanced and more
valuable products to our customers since the acquisitions, we will need to
integrate the product lines and development organizations of Wind River

                                       4.

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and the acquired companies. This will be difficult and unpredictable because
these products are highly complex, have been developed independently and were
designed without regard to such integration. If we cannot successfully integrate
these products and continue to provide customers with products and new product
features in the future on a timely basis, we may lose customers and our business
and results of operations may be seriously harmed.

IF WE ARE NOT SUCCESSFUL IN INTEGRATING OUR ORGANIZATIONS, WE WILL NOT BE ABLE
TO OPERATE EFFICIENTLY.

     Achieving the benefits of the acquisitions also depends in part on the
successful integration of Wind River's and its acquired companies' operations
and personnel in a timely and efficient manner. Such integration requires
coordination of different development and engineering teams. This, too, will be
difficult and unpredictable because of possible cultural conflicts and different
opinions on technical decisions and product roadmaps. If we cannot successfully
integrate our operations and personnel, we will not realize the expected
benefits of the acquisitions.

INTEGRATING OUR COMPANIES MAY DIVERT MANAGEMENT'S ATTENTION AWAY FROM OUR
OPERATIONS.

     Successful integration of Wind River's and its acquired companies'
operations, products and personnel may place a significant burden on our
management and our internal resources. The diversion of management attention and
any difficulties encountered in the transition and integration process could
have a material adverse effect on the combined company's business, financial
condition and operating results.

IF WE DO NOT SUCCESSFULLY INTEGRATE THE COMPANIES INTO A SINGLE BUSINESS AND
REALIZE THE EXPECTED BENEFITS OF THE ACQUISITIONS, WE WILL HAVE INCURRED
SIGNIFICANT COSTS, WHICH MAY HARM OUR BUSINESS.

     Wind River expects to incur costs from integrating its acquired companies'
operations, products and personnel. These costs may be substantial and may
include costs for:

         -  employee redeployment, relocation or severance;
         -  conversion of information systems;
         -  combining research and development teams and processes;
         -  reorganization or closures of facilities; and
         -  relocation or disposition of excess equipment.

     We do not know whether Wind River will be successful in these integration
efforts and cannot assure you that we will realize the expected benefits of the
acquisitions.

FAILURE TO RETAIN KEY EMPLOYEES COULD DIMINISH THE BENEFITS OF THE ACQUISITIONS.

     The successful combination of Wind River and its acquired companies depends
in part on the retention of key personnel. There can be no assurance that Wind
River will be able to retain its acquired companies' key management, technical,
sales and customer support personnel, or that Wind River will realize the
anticipated benefits of the acquisitions.

                                       5.

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IF CUSTOMER RELATIONSHIPS ARE DISRUPTED BY THE ACQUISITIONS, OUR SALES COULD
DECLINE.

     Customers may not continue their buying patterns in place prior to the
acquisitions. Any significant delay or reduction in orders for Wind River's
or its acquired companies' products could have a material adverse effect on
the combined company's business, financial condition and results of
operations. Customers may defer purchasing decisions as they evaluate the
likelihood of successful integration of Wind River's and its acquired
companies' products and the combined company's future product strategy.
Customers may also consider purchasing products of competitors. In addition,
by increasing the breadth of Wind River's and its acquired companies'
business, the acquisitions may make it more difficult for the combined
company to enter into relationships, including customer relationships, with
strategic partners, some of whom may view the combined company as a more
direct competitor than Wind River or its acquired companies as an independent
company.

WE FACE INTENSE COMPETITION, WHICH COULD DECREASE DEMAND FOR OUR PRODUCTS OR
CAUSE US TO REDUCE THEIR PRICES.

     The embedded real-time software industry is highly competitive. We believe
that our principal competition comes from companies that develop real-time
operating systems in-house rather than purchase these systems from independent
software vendors such as Wind River. We also compete with other independent
software vendors, including:

         -  Accelerated Technology, Inc.;
         -  ENEA OSE Systems AB;
         -  Mentor Graphics, Inc.;
         -  Microsoft Corporation;
         -  Microware Systems Corporation;
         -  Motorola, Inc.;
         -  QNX Software Systems, Ltd.;
         -  Sun Microsystems, Inc.; and
         -  Symbian Inc.

     A number of companies, including RedHat, Inc. and Lynx Real-Time Systems,
Inc. have been promoting Linux, an open source licensing model, as an operating
system for use in embedded applications. The open source licensing model
provides readily available source code and a royalty free operating system.
Because Linux is royalty free, Wind River may be forced to reduce the prices of
run time royalties, which could result in reduced profit margins.

     In addition, hardware or other software vendors could seek to expand their
product offerings by designing and selling products that directly compete with
or adversely affect sales of our products. Many of our existing and potential
competitors have substantially greater financial, technical, marketing and sales
resources than we do. As a result, they may be able to respond more quickly to
new or emerging technologies and changes in customer requirements, or to devote
greater resources to the development, promotion, sale and support of their
products. Moreover, our competitors may foresee the course of market
developments more accurately than we do and could in the future develop new
technologies that compete with our products or even render our products
obsolete. Although we believe we presently have certain technological and other
advantages over our competitors, maintaining these advantages will require a
continued high level of investment in research and development, marketing and
customer service and support. In addition, competitive pressures could cause us
to reduce the prices of our products, run-time royalties and services, which
would result in reduced profit margins.

                                       6.

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OUR FAILURE TO RESPOND QUICKLY TO RAPID TECHNOLOGICAL CHANGE WITH PRODUCT
OFFERINGS WILL ADVERSELY AFFECT OUR ABILITY TO COMPETE.

     The market for embedded real-time software is characterized by ongoing
technological developments, evolving industry standards and rapid changes in
customer requirements. Our success depends upon our ability to adapt and respond
to these changes. We must continuously update our existing products to keep them
current with customer needs, and must develop new products to take advantage of
new technologies, for example our new Vx Works AE technologies, emerging
standards, and expanding customer requirements that could render our existing
products obsolete. Because customers often defer purchases between the time a
new product is announced and its availability, our operating results may
fluctuate if we do not provide new products rapidly. We have from time to time
experienced delays in the development of new technologies, new products and the
enhancement of existing products, including, most recently, a delay in the
development of our recently introduced products, Tornado for Managed Switches
and Vx Works AE. Such delays are commonplace in the software industry. We must
achieve design wins with key customers, because once a customer has designed a
product with a particular operating system, that customer typically is reluctant
to change its supplier, due to the significant costs associated with selecting a
new supplier. If we cannot adapt or respond in a cost effective and timely
manner to new technologies and new customer requirements, the market for our
products would suffer.

BECAUSE OUR OPERATING RESULTS DEPEND UPON SALES OF A SMALL NUMBER OF PRODUCTS, A
REDUCTION IN DEMAND FOR A SINGLE PRODUCT MAY DISPROPORTIONATELY DECREASE OUR
OPERATING RESULTS.

     Revenue from sales of our Tornado, Vx Works, pSOS and pRISM+ family of
products and services has historically accounted for substantially all of our
revenue, and we expect this concentration will continue in the foreseeable
future. Although we have added new products to our offering as a result of
our acquisitions, any decline in price or reduction in the demand for our
Tornado, Vx Works, pSOS and pRISM+ family of products and services could
materially adversely affect our operating results and cause the price of our
common stock to decline.

IF WE DO NOT CONTINUE TO SUCCESSFULLY ADDRESS NEW AND RAPIDLY CHANGING MARKETS,
OUR REVENUES WILL DECLINE.

     We are continuously engaged in product development for new or rapidly
changing markets. It is difficult to predict whether demand for any of these
products will develop or increase in the future.

     In particular, we have invested significant time and effort, together with
a consortium of industry participants, in the development of a new specification
that is intended to create an open standard set of interface specifications for
high performance Input Output (I/O) systems. In parallel with this effort, we
have developed IxWorks, a real-time operating system for use in conjunction with
the new specification. The success of the new specification and the IxWorks
product line depends heavily on its adoption by a broad segment of the industry.
We have also spent, and continue to spend, substantial time and financial
resources, through two new business units, to develop software solutions for
Internet appliances and Internet infrastructure, including Tornado for Managed
Switches, and the consumer market place. These products must be ported to an
increasing number of Internet protocols and semiconductor architectures designed
specifically for the Internet. If the protocols and semiconductors upon which
our Internet products are based ultimately fail to be widely adopted, our
products based on those protocols and architectures will fail to achieve market
acceptance. If our products fail to achieve market acceptance or if their
targeted markets fail to develop, our revenues will decline.

                                       7.

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A SIGNIFICANT PORTION OF OUR REVENUE IS DERIVED FROM ROYALTIES, WHICH ARE
DEPENDENT UPON THE EFFORTS OF OUR CUSTOMERS WHICH ARE OUTSIDE OUR CONTROL.

     Our operating systems are embedded in customers' end-user products, and we
receive royalty fees for each copy of our operating system embedded in those
products. Our royalty revenues depend upon our ability to successfully negotiate
royalty agreements with our customers and, in turn, their successful
commercialization of the underlying products. We cannot control their product
development or predict its success. If our customers are not successful, our
royalty revenues will decline significantly.

WE HAVE RECENTLY BEGUN TO OFFER SOFTWARE CONSULTING SERVICES, WHICH HAVE LOWER
MARGINS THAN OUR CORE BUSINESS.

     Our new professional services business is characterized by fixed-price
commitments and high costs for personnel and consultants. If this business is
not successful, or if it grows more slowly than anticipated, our gross margin
will suffer. In addition, we may enter into contracts with development schedules
in excess of a year. Failure to manage these contracts efficiently could put
additional pressure on our gross margin.

ACQUISITIONS MAY DISRUPT OUR BUSINESS, DILUTE OUR STOCKHOLDERS AND INCREASE OUR
INDEBTEDNESS.

     As part of our business strategy, we anticipate that we will continue to
acquire or make investments in businesses, products and technologies that
complement ours. We have incurred significant costs in connection with
transactions completed in this fiscal year, and may incur significant costs in
connection with future transactions whether or not they actually occur. The
transactions may not be completed in a timely manner or at all. We may
experience difficulties integrating an acquired company's operations into ours.
As a result, we may divert management attention to the integration that would
otherwise be available for the ongoing development of our business. In
particular, if we are unable to combine our financial and customer databases, we
will be unable to operate efficiently. Acquisitions have additional inherent
risks, including:

         -  difficulties assimilating acquired operations, technologies or
            products;
         -  unanticipated costs; and
         -  adverse effects on relationships with customers, suppliers and
            employees.

     We may not be successful in integrating the businesses, products,
technologies or personnel we acquire. Similarly, we cannot guarantee that our
investments will yield a significant return if any. To finance acquisitions, we
may issue equity securities, which may dilute our earnings per share, or incur
significant indebtedness and related interest expense.

FAILURE OF OUR CURRENT AND PLANNED SYSTEMS, PROCEDURES AND CONTROLS TO
ADEQUATELY MANAGE AND SUPPORT OUR ANTICIPATED GROWTH AND FUTURE OPERATION, COULD
DISRUPT OUR BUSINESS.

     We have experienced, and expect to continue to experience, both through
acquisitions and internal expansion, significant growth in our headcount and in
the scope, complexity and geographic reach of our operations. To support this
expansion, we must continue to improve our management controls, reporting
systems and procedures. To implement those improvements, we must purchase,
develop and maintain complex and expensive systems, such as our enterprise
resource planning system and our planned sales force automation system. Our
current and planned systems, procedures and controls may not be adequate to
support our future operations. Failure of these systems to meet our needs could
disrupt our operations.

                                       8.

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IF WE ARE UNABLE TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES IN AN INCREASINGLY
COMPETITIVE ENVIRONMENT, OUR BUSINESS MAY SUFFER.

     Our future success depends, and will continue to depend, on our ability to
hire, train, motivate and retain highly skilled managerial, product development,
marketing, sales, customer support and operations personnel to support our
growing business. Competition for these personnel is intense, especially for
engineers and especially in the San Francisco Bay Area where we maintain our
headquarters and principal engineering facilities. We cannot be certain that we
will be successful in recruiting and retaining such personnel. Our failure to do
so could impair our ability to compete successfully.

OUR SIGNIFICANT INTERNATIONAL BUSINESS ACTIVITIES SUBJECT US TO ECONOMIC RISKS.

     During the fiscal years ended January 31, 2000 and 1999, we derived
approximately 37% of our total revenue from sales outside of North America. We
expect that international sales will continue to generate a significant
percentage of our total revenue in the foreseeable future, and we also expect to
continue to make investments to further expand our international operations and
to increase our direct sales force in Europe and Asia. Wind River is in the
process of changing its distribution model in Japan to a model in which Wind
River interfaces with and sells to customers more directly. We believe that this
model will improve our understanding of and relationships with our customers.
However, during this transition period, we expect to see a decline in revenues
in Japan. Risks inherent in international operations include:

         -  the imposition of governmental controls and regulatory requirements;
         -  the costs and risks of localizing products for foreign countries;
         -  unexpected changes in tariffs, import and export restrictions and
            other barriers and restrictions;
         -  greater difficulty in accounts receivable collection;
         -  the restrictions of repatriation of earnings;
         -  the burdens of complying with a variety of foreign laws; and
         -  difficulties in staffing and managing foreign subsidiaries and
            branch operations.

     Any of these events could reduce our international sales and increase our
costs of doing business internationally.

GAINS AND LOSSES RESULTING FROM FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES
COULD HARM OUR INTERNATIONAL BUSINESS AND OUR OVERALL OPERATING RESULTS.

     As a business with significant international operations, we face exposure
to adverse movements in foreign currency exchange rates. Sales by our foreign
subsidiaries are denominated in the local currency, and an increase in the
relative value of the dollar against such currencies would reduce our revenues
in dollar terms or make our products more expensive and, therefore, potentially
less competitive in foreign markets. Gains and losses on the conversion to
dollars of accounts receivable, accounts payable and other monetary assets and
liabilities arising from international operations may contribute to fluctuations
in our results of operations.

OUR INTERNATIONAL BUSINESS DEPENDS ON THE EFFORTS OF THIRD PARTY DISTRIBUTORS
OUTSIDE OUR CONTROL.

     We rely on distributors for sales of our products in certain foreign
countries. Accordingly, we are dependent on their ability to promote and support
our products and, in some cases, to translate them into foreign languages. Wind
River's international distributors generally offer products of several different
companies, including in some cases products that are competitive with Wind
River's products. We cannot

                                       9.

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predict that our international distributors will continue to market our products
or provide them with adequate levels of support. If our international
distributors do not promote our products effectively, our international revenues
could decline.

WE SELL A SIGNIFICANT PORTION OF OUR PRODUCTS TO CUSTOMERS DEPENDENT UPON
GOVERNMENT FUNDING, WHICH MAY NOT CONTINUE TO BE AVAILABLE.

     We have derived a portion of our revenues historically from sales of
systems built to the VME (versabus module eurocard) standard. These systems
typically are used in high cost, low volume applications, including military,
telecommunications, space and research applications. Although we believe that
revenues from sales of products designed for embedded systems applications
(non-VME customers) will account for an increasing percentage of our revenues in
the future, we do expect revenues from the VME market to continue to be
significant for the foreseeable future. Academic institutions and defense
industry participants, which generate most of our VME revenues, are dependent on
government funding. Any unanticipated future termination of government funding
of VME customers would reduce our revenues.

IF WE LOSE THIRD PARTY LICENSE RIGHTS, WE MAY NOT BE ABLE TO SELL SOME OF OUR
PRODUCTS.

     We license software products from other companies to distribute with some
of our products. These third parties may not be able to provide competitive
products with adequate features and high quality on a timely basis or to provide
sales and marketing cooperation. In addition, our products compete with products
produced by some of our licensors. When these licenses terminate or expire,
continued license rights might not be available to us on reasonable terms. In
addition, we might not be able to obtain similar products to substitute into our
tool suites.

THE RIGHTS WE RELY UPON TO PROTECT THE INTELLECTUAL PROPERTY UNDERLYING OUR
PRODUCTS MAY NOT BE ADEQUATE, WHICH COULD ENABLE THIRD PARTIES TO USE OUR
TECHNOLOGY AND REDUCE OUR ABILITY TO COMPETE IN THE MARKET.

     Our success is partially dependent upon the proprietary technology
contained in our products. We currently rely on a combination of patents,
copyrights, trademarks, trade secret laws, and contractual provisions to
establish and protect our intellectual property rights in our products. We
cannot be certain that the steps we take to protect our intellectual property
will adequately protect our rights, that others will not independently develop
or otherwise acquire equivalent or superior technology, or that we can maintain
such technology as trade secrets. For example, end user licenses of our software
are frequently in the form of shrink wrap or click wrap license agreements,
which are not signed by licensees, and these may be unenforceable in some cases.
In addition, policing unauthorized use of our products is difficult, and while
we are unable to determine the extent to which software piracy of our products
exists, software piracy can be expected to be a persistent problem, particularly
in foreign countries, where the laws may not protect our intellectual property
as fully as in the United States. Employees, consultants, and others who
participate in the development of our products may breach their agreements with
us regarding our intellectual property, and we may not have adequate remedies
for any such breach.

IF WE ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS THROUGH LITIGATION, THE COSTS
COULD BE SIGNIFICANT.

     We may initiate claims or litigation against third parties for infringement
of our proprietary rights or to establish the validity of our proprietary
rights. Litigation to determine the validity of any claims, whether or not such
litigation is determined in our favor, could result in significant expense to us
and divert the efforts of our technical and management personnel from productive
tasks.

                                       10.

<PAGE>

THIRD PARTY CLAIMS OF PATENT INFRINGEMENT COULD RESULT IN SUBSTANTIAL COSTS.

     We occasionally receive communications from third parties alleging patent
infringement, and there is always the chance that third parties may assert
infringement claims against us. Any such claims, with or without merit, could
result in costly litigation and the expense of significant resources to develop
non-infringing technology, cause product shipment delays or require us to enter
into royalty or licensing agreements. We cannot be certain that the necessary
licenses will be available or that they can be obtained on commercially
reasonable terms. If we were to fail to obtain such royalty or licensing
agreements in a timely manner and on reasonable terms, our business, financial
condition and results of operations would be materially adversely affected. We
believe that our products and technology do not infringe on the intellectual
property rights of others or upon intellectual property rights that may be
granted in the future pursuant to pending applications. We also believe that we
will not be required to obtain licenses of technology owned by other parties.

DEFECTS IN OUR PRODUCTS COULD HURT OUR OPERATING RESULTS AND EXPOSE US TO
SIGNIFICANT PRODUCT LIABILITY CLAIMS.

     Because of their complexity, software products, including Wind River's,
have in the past and may in the future contain undetected or unresolved errors,
particularly when first introduced or as new versions are released. Despite
extensive testing, errors may be found in our current or future products or
enhancements after commencement of commercial shipments. If this occurs, we may
experience delay in or loss of market acceptance and sales, product returns,
diversion of development resources, injury to our reputation, and increased
service and warranty costs.

     Our products are increasingly used in applications, such as network
infrastructure, transportation, medical and mission-critical business systems,
in which the failure of the embedded system could cause property damage,
personal injury or economic loss resulting in product liability claims against
us. Although our agreements with our customers typically contain provisions
intended to limit our exposure to liability claims, these provisions may not be
effective in doing so in all circumstances or in all jurisdictions. We maintain
product liability insurance covering certain damages arising from use of our
products, however such insurance may not adequately cover claims brought against
us. Liability claims against us could require us to spend significant time and
money in litigation and, if successful, to pay significant damages.

WE HAVE SUBSTANTIAL DEBT SERVICE AND PRINCIPAL REPAYMENT OBLIGATIONS, WHICH
COULD MAKE IT DIFFICULT FOR US TO OBTAIN FINANCING.

     We sold $140 million of 5% convertible subordinated notes in 1997, which
mature in 2002. This debt financing increased significantly both the ratio of
our long-term debt to our total capitalization and our interest expenses. The
degree to which we are leveraged could impair our ability to obtain financing
for working capital or acquisitions, should we need to do so. The notes are
convertible into our common stock at a price of $32.33 per share, and a small
portion of the notes have been converted to date. On August 1, 2002, we will
be required either to pay off or refinance any unconverted notes. We do not
know if we will be able to refinance the notes on favorable terms or at all.
If a significant amount of the notes remains unconverted at maturity and we
are unable to refinance the notes, the repayment would deplete our cash
reserves significantly.

                                       11.

<PAGE>

OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE; A SIGNIFICANT DECREASE
IN OUR STOCK PRICE MAY INCREASE OUR EXPOSURE TO SECURITIES LITIGATION.

     The trading price of our common stock has been and is likely to be
volatile. It could fluctuate widely in response to a variety of factors,
including:

         -  actual or anticipated variations in our operating results;
         -  announcements of new products or significant events or transactions
            by us or our competitors;
         -  changes in our industry;
         -  changes in financial estimates by securities analysts;
         -  pricing pressures;
         -  general market conditions;
         -  events affecting other companies that investors believe to be
            comparable to us; and
         -  other events or factors that may be beyond our control.

     In recent years, the stock markets in general and the shares of technology
companies in particular have experienced extreme price fluctuations. These
fluctuations often have been unrelated or disproportionate to the operating
performance of the companies affected. Any change in investors' perception of
our prospects could depress our stock price regardless of our results. Other
broad market and industry factors may decrease our stock price, as may general
political or economic conditions such as recessions or interest rate or currency
fluctuations. In the past, following declines in the market price of a company's
securities, securities class action litigation often has been instituted against
the company. Litigation of this type, even if ultimately unsuccessful, could
result in substantial costs and a diversion of management's time and focus.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements in this prospectus and the documents incorporated by
reference are forward-looking statements. These statements are based on our
current expectations, assumptions, estimates and projections about our business
and our industry, and involve known and unknown risks, uncertainties and other
factors that may cause our or our industry's results, levels of activity,
performance or achievement to be materially different from any future results,
levels of activity, performance or achievements expressed or implied in or
contemplated by the forward-looking statements. Words such as "believe,"
"anticipate," "expect," "intend," "plan," "will," "may," "should," "estimate,"
"predict," "potential," "continue," or the negative of such terms or other
similar expressions, identify forward-looking statements. In addition, any
statements that refer to expectations, projections or other characterizations of
future events or circumstances are forward-looking statements. Our actual
results could differ materially from those anticipated in such forward-looking
statements as a result of the factors more fully described under the caption
"Risk Factors" and in the documents incorporated by reference. The
forward-looking statements made in this prospectus relate only to events as of
the date on which the statements are made. We do not intend to update publicly
any forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.

                                       12.

<PAGE>

          WHERE YOU CAN FIND MORE INFORMATION ABOUT WIND RIVER AND THIS
                                    OFFERING

     You should rely only on the information provided or incorporated by
reference in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of the document.

     We have filed with the SEC a registration statement on Form S-3 to register
the common stock offered by this prospectus. However, this prospectus does not
contain all of the information contained in the registration statement and the
exhibits and schedules to the registration statement. We strongly encourage you
to carefully read the registration statement and the exhibits and schedules to
the registration statement.

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, DC, New York, New York and Chicago,
Illinois. You can request copies of these documents by contacting the SEC and
paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's website at www.sec.gov.

     The SEC allows us to "incorporate by reference" the information contained
in documents that we file with them, which means that we can disclose important
information to you by referring to those documents. The information incorporated
by reference is considered to be part of this prospectus. Information in this
prospectus updates and supersedes similar information incorporated by reference
which we filed with the SEC prior to the date of this prospectus, while similar
information that we file later with the SEC will automatically update and
supersede the information in this prospectus. We incorporate by reference the
documents listed below and any future filings we will make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934.

     The following documents filed with the SEC are incorporated by reference in
this prospectus:

         1.  Our Annual Report on Form 10-K for the fiscal year ended
             January 31, 2000 as amended by Forms 10-K/A filed on May 26 and
             May 30, 2000;

         2.  Our quarterly reports on Form 10-Q for the quarters ended April 30
             and July 31, 2000;

         3.  Our Current Report on Form 8-K filed October 25, 2000; and

         4.  The description of our common stock set forth in our Registration
             Statement on Form 8-A, filed with the SEC on March 12, 1993 as
             amended through the date hereof.

     We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, including exhibits to
these documents. You should direct any requests for documents to Wind River
Systems, Inc., 500 Wind River Way, Alameda, California 94501, telephone: (510)
748-4100.

                                       13.

<PAGE>

                                 USE OF PROCEEDS

     The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the selling stockholders. We will not
receive any proceeds from the sale of these shares of common stock.

                              SELLING STOCKHOLDERS

     We are registering the shares covered by this prospectus on behalf of the
selling stockholders named in the table below. We issued all of the shares to
the selling stockholders in a private placement transaction in connection with
our acquisition of Rapid Logic, Inc. on October 24, 2000. We have registered the
shares to permit the selling stockholders and their pledgees, donees,
transferees or other successors-in-interest that receive their shares from a
selling stockholder as a gift, partnership distribution or other non-sale
related transfer after the date of this prospectus to resell the shares.

     The following table sets forth the name of each selling stockholder, the
number and percentage of shares of our common stock beneficially owned by each
selling stockholder as of October 24, 2000, the number of shares that may be
offered under this prospectus and the number and percentage of shares of our
common stock beneficially owned by each selling stockholder after this offering
is completed. Except as set forth in the table below, none of the selling
stockholders has had a material relationship with us within the past three
years. The number of shares in the column "Number of Shares Being Offered"
represent all of the shares that each selling stockholder may offer under this
prospectus. Because the selling stockholders may sell some, all or none of their
shares, we cannot provide a definitive estimate as to the number of shares that
will be beneficially held by the selling stockholders after the offering. We do
not know how long the selling stockholders will hold the shares before selling
them, if they should decide to sell them. The shares offered by this prospectus
may be offered from time to time by the selling stockholders.

<TABLE>
<CAPTION>
                                                         SHARES OWNED                                SHARES OWNED
                                                         BENEFICIALLY           NUMBER OF            BENEFICIALLY
                                                      PRIOR TO OFFERING          SHARES             AFTER OFFERING
                                                 ------------------------         BEING        -------------------------
                     NAME                           NUMBER     PERCENT(1)        OFFERED          NUMBER     PERCENT(1)
---------------------------------------------    ----------   -----------      ----------      ----------    ----------
<S>                                               <C>        <C>              <C>             <C>           <C>
Theodore Alevizos ...........................          583        *                  583               0        *
Sergey Aydinyan .............................        1,058        *                1,058               0        *
Henry Banister ..............................        1,191        *                1,191               0        *
James Blaisdell(2) ..........................      127,776        *              127,776               0        *
Joseph Campolongo ...........................          944        *                  944               0        *
Wiley L. Carter and Nancy M. Carter
Trust U/D/T dated 3/31/83 ...................       10,946        *               10,946               0        *
Lee Cheng(2) ................................       43,565        *               43,565               0        *
Leo Cizek ...................................        1,459        *                1,459               0        *
Peter Dudley ................................        1,021        *                1,021               0        *
Jeff E. Durtschi ............................        1,135        *                1,135               0        *
Lawrence Flinn, Jr. .........................       25,315        *               25,315               0        *
Scott Grant .................................        3,444        *                3,444               0        *
</TABLE>

                                       14.

<PAGE>

<TABLE>
<CAPTION>
                                                         SHARES OWNED                                SHARES OWNED
                                                         BENEFICIALLY           NUMBER OF            BENEFICIALLY
                                                      PRIOR TO OFFERING          SHARES             AFTER OFFERING
                                                 ------------------------         BEING        -------------------------
                     NAME                           NUMBER     PERCENT(1)        OFFERED          NUMBER     PERCENT(1)
---------------------------------------------    ----------   -----------      ----------      ----------    ----------
<S>                                             <C>          <C>              <C>             <C>           <C>
Alvar J. and Elaine Green ...................        6,567        *                6,567               0        *
David Grissom ...............................        4,013        *                4,013               0        *
Entities affiliated with
Narendra K. Gupta(3) ........................    4,495,354      6.1%              58,378       4,436,976      6.0%
Kris Hamrick ................................          109        *                  109               0        *
IRA FBO Jay C. Huffard, Chase
Manhattan Bank, custodian ....................       8,153        *                8,153               0        *
Intel Corporation ...........................      116,757        *              116,757               0        *
Leavitt-Roda Ventures LLC ...................       63,036        *               63,036               0        *
Edward M. Leonard ...........................        4,378        *                4,378               0        *
Morton H. Meyerson ..........................       49,234        *               49,234               0        *
George A. Needham(4) ........................       48,162        *               48,162               0        *
Donald Ome ..................................        6,567        *                6,567               0        *
Joshua Pickus ...............................          814        *                  814               0        *
Wendy Rosenthal .............................          860        *                  860               0        *
John Seligson ...............................        2,918        *                2,918               0        *
Gayle Semrad(2) .............................          218        *                  218               0        *
Entities affiliated with
Thomas P. Shanahan(5) .......................       17,512        *               17,512               0        *
Mark Sigal(2) ...............................      130,695        *              130,695               0        *
Entities affiliated with
Robert M. Smelick(6).........................      362,003        *              362,003               0        *
Alexander Sun ...............................        4,504        *                4,504               0        *
Entities affiliated with
Venture Law Group(7).........................        7,014        *                7,014               0        *
Kedron Wolcott(2)............................      130,695        *              130,695               0        *
Entities affiliated with
Robert v.W. Zipp(8)..........................        3,916        *                3,916               0        *
</TABLE>

---------------------------------
*    Less than one percent.
(1)  Based on 74,174,557 shares of common stock outstanding net of treasury
     shares on October 24, 2000.
(2)  Current employee of Rapid Logic, Inc., a wholly-owned subsidiary of Wind
     River.
(3)  Consists of 3,508,378 shares held by Narendra K. and Vinita Gupta,
     trustees of the Narendra and Vinita Gupta Living Trust, U/T/A dated
     12/2/94; 920,000 shares held by Narendra K. Gupta, trustee of the Gupta
     Irrevocable Children Trust; 7,176 shares held by Narendra K. Gupta,
     custodian for Anneka Gupta under the Uniform Gift to Minors Act; and
     59,800 shares subject to stock options exercisable within 60 days of
     October 24, 2000. Of the shares held by Narendra K. and Vinita Gupta,
     trustees of the Narendra and Vinita Gupta Living Trust, U/T/A dated
     12/2/94, 58,378 shares were acquired in connection with Wind River's
     acquisition of Rapid Logic, Inc. Mr. Gupta is a member of Wind River's
     Board of Directors.

                                       15.

<PAGE>

(4)  Includes 35,027 shares held by Needham Capital Partners II, L.P., a limited
     partnership of which Mr. Needham is the general partner.
(5)  Consists of 13,135 shares held by Thomas P. and Robyn L. Shanahan,
     trustees of the Shanahan Family Trust U/D/T dated 4/15/97; 1,459 shares
     held by Thomas P. Shanahan, custodian for Kelly J. Shanahan under the
     California Uniform Transfer to Minors Act ("CUTMA"); 1,459 shares held
     by Thomas P. Shanahan, custodian for Patrick L. Shanahan under the
     CUTMA; and 1,459 shares held by Thomas P. Shanahan, custodian for Thomas
     A. Shanahan under the CUTMA.
(6)  Consists of 2,918 shares held by Robert M. Smelick, trustee of the Kelly
     J. Shanahan Trust, U/T/A dated 7/28/99; 2,918 shares held by Robert M.
     Smelick, trustee of the Patrick L. Shanahan Trust U/T/A dated 7/28/99;
     2,918 shares held by Robert M. Smelick, trustee of the Thomas A.
     Shanahan U/T/A dated 7/28/99; 340,592 shares held by Sterling Payot
     Capital L.P.; and 12,657 held by Sterling Payot Company, of which Mr.
     Smelick is the managing principal. The general partner of Sterling Payot
     Capital L.P. is Sterling Payot Management, of which Mr. Smelick is the
     managing director.
(7)  Consists of 4,132 shares held by VLG Investments 1997 and 2,882 shares held
     by VLG Investments 1998, both of which are managed by the Investment
     Committee of Venture Law Group.
(8)  Consists of 3,196 shares held by Amicus Investments, LLC and 720 shares
     held by CNA Trust Company, TTEE VLG 401(k) Plan FBO Robert v.W. Zipp.
     The manager of Amicus Investments, LLC is Amicus, LLC, of which Mr. Zipp
     is the manager.

                              PLAN OF DISTRIBUTION

     The selling stockholders may sell the shares from time to time. The selling
stockholders will act independently of us in making decisions regarding the
timing, manner and size of each sale. The sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price, or in
privately negotiated transactions. The selling stockholders may effect these
transactions by selling the shares to or through broker-dealers. The selling
stockholders may sell their shares in one or more of, or a combination of:

         -  a block trade in which the broker-dealer will attempt to sell the
            shares as agent but may position and resell a portion of the block
            as principal to facilitate the transaction,

         -  purchases by a broker-dealer as principal and resale by a broker-
            dealer for its account under this prospectus,

         -  an exchange distribution in accordance with the rules of an
            exchange,

         -  ordinary brokerage transactions and transactions in which the broker
            solicits purchasers, and

         -  privately negotiated transactions.

     To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. If the plan of
distribution involves an arrangement with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, the amendment or supplement
will disclose:

         -  the name of each selling stockholder and of the participating
            broker-dealer(s),

         -  the number of shares involved,

         -  the price at which the shares were sold,

                                       16.

<PAGE>

         -  the commissions paid or discounts or concessions allowed to the
            broker-dealer(s), where applicable,

         -  that a broker-dealer(s) did not conduct any investigation to verify
            the information set out or incorporated by reference in this
            prospectus, and

         -  other facts material to the transaction.

     From time to time, a selling stockholder may transfer, pledge, donate or
assign its shares of common stock to lenders or others and each of such persons
will be deemed to be a "selling stockholder" for purposes of this prospectus.
The number of shares of common stock beneficially owned by the selling
stockholder will decrease as and when it takes such actions. The plan of
distribution for the selling stockholders' shares of common stock sold under
this prospectus will otherwise remain unchanged, except that the transferees,
pledgees, donees or other successors will be selling stockholders hereunder.
Upon being notified by a selling stockholder that a donee or pledgee intends to
sell more than 500 shares, we will file a supplement to this prospectus.

     The selling stockholders may enter into option or other transactions with
broker-dealers which require the delivery to the broker-dealer of the shares.
The broker-dealer may then resell or otherwise transfer the shares under this
prospectus. The selling stockholders also may loan or pledge the shares to a
broker-dealer. The broker-dealer may sell the loaned shares, or upon a default
the broker-dealer may sell the pledged shares under this prospectus.

     In effecting sales, broker-dealers engaged by the selling stockholders may
arrange for other broker-dealers to participate in the resales. Broker-dealers
or agents may receive compensation in the form of commissions, discounts or
concessions from selling stockholders. Broker-dealers or agents may also receive
compensation from the purchasers of the shares for whom they act as agents or to
whom they sell as principals, or both. Compensation as to a particular broker-
dealer might be in excess of customary commissions and will be in amounts to be
negotiated in connection with the sale. Broker-dealers or agents and any other
participating broker-dealers or the selling stockholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, as amended, in connection with sales of the shares. Accordingly, any
commission, discount or concession received by them and any profit on the resale
of the shares purchased by them may be deemed to be underwriting discounts or
commissions under the Securities Act. Because selling stockholders may be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act,
the selling stockholders will be subject to the prospectus delivery requirements
of the Securities Act. In addition, any securities covered by this prospectus
that qualify for sale under Rule 144 promulgated under the Securities Act may be
sold under Rule 144 rather than under this prospectus. The selling stockholders
have advised that they have not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of their
securities. There is no underwriter or coordinating broker acting in connection
with the proposed sale of shares by the selling stockholders.

     The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in some
states the shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.

     Under applicable rules and regulations under the Securities Exchange Act of
1934, as amended, any person engaged in the distribution of the shares may not
simultaneously engage in market making activities with respect to our common
stock for a period of two business days prior to the commencement of the
distribution. In addition, each selling stockholder will be subject to
applicable provisions of the

                                       17.

<PAGE>

Exchange Act and the associated rules and regulations under the Exchange Act,
including Regulation M, which provisions may limit the timing of purchases and
sales of shares of our common stock by the selling stockholders. We will make
copies of this prospectus available to the selling stockholders and have
informed them of the need to deliver copies of this prospectus to purchasers at
or prior to the time of any sale of the shares.

     We will bear all printing, registration and filing fees and our own legal
and accounting fees and in connection with the registration of the shares. The
selling stockholders will bear their own legal fees and costs and all
commissions, discounts and expenses of underwriters or brokers, if any,
attributable to the sales of the shares. We and the selling stockholders have
agreed to indemnify each other against certain liabilities that could arise from
the registration and sale of the shares.

                                       18.

<PAGE>

                                  LEGAL MATTERS

     The validity of the shares of common stock offered hereby will be passed
upon by Cooley Godward LLP.

                                     EXPERTS

     The consolidated financial statements and financial statement schedule
incorporated by reference from the Annual Report on Form 10-K, as amended, of
Wind River Systems, Inc. for the year ended January 31, 2000, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                       19.



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