<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY __, 2000
                                                     REGISTRATION NO. 333-_____
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        DITECH COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

                DELAWARE                              94-2935531
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)             Identification Number)

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

                             825 E. MIDDLEFIELD ROAD
                             MOUNTAIN VIEW, CA 94043
                                 (650) 623-1300
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                     1999 NON-OFFICER EQUITY INCENTIVE PLAN
                            (Full title of the plan)

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

                               WILLIAM J. TAMBLYN
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                             825 E. MIDDLEFIELD ROAD
                             MOUNTAIN VIEW, CA 94043
                                 (650) 623-1300
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

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

                                   COPIES TO:

                             ANDREI M. MANOLIU, ESQ.
                              BRETT D. WHITE, ESQ.
                               COOLEY GODWARD LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                               Palo Alto, CA 94306

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
                                                              Proposed Maximum        Proposed Maximum
  Title of Securities                                             Offering               Aggregate               Amount of
   to be Registered             Amount to be Registered      Price per Share (1)     Offering Price (1)       Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                         <C>                       <C>                        <C>
Common Stock, par value
   $0.001 per share             500,000 shares               $66.744 - $152.50         $58,662,902.25            $16,309.00
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h) promulgated under the
     Securities Act of 1933, as amended (the "Securities Act"). The price
     per share and aggregate offering price are based upon (i) $66.744, the
     weighted average exercise price for 205,083 shares subject to options
     previously granted under the Company's 1999 Non-Officer Equity
     Incentive Plan (the "1999 Plan"), and (ii) $152.50, the average of
     the high and low prices of the Company's Common Stock as reported on
     The Nasdaq Stock Market for February 8, 2000, for 294,917 shares reserved
     for future issuance pursuant to the 1999 Plan.


<PAGE>

                                     PART II

ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Ditech Communications Corporation,
a Delaware corporation (the "Company"), with the Securities and Exchange
Commission are incorporated by reference into this Registration Statement:

         (a)  The final prospectus filed under Rule 424(b) of the Securities
Act contained in the Company's Registration Statement on Form S-1/A (File No.
333-86691), filed October 4, 1999 under the Securities Act including any
amendments or reports filed for the purpose of updating such prospectus; and

         (b)  All other reports filed pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed May 28, 1999, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendments or reports filed for the purpose of updating such description.

         All reports and other documents subsequently filed by the Company
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 have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part of this registration statement from the date of the filing of such
reports and documents.

ITEM 4.       DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the issuance of the Common Stock offered hereby will
be passed upon for the Company by Cooley Godward LLP, Palo Alto, California.
Attorneys of Cooley Godward LLP beneficially own 2,300 shares of Common Stock.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's certificate of incorporation limits the liability of
directors to the fullest extent permitted by the General Corporation Law of
the State of Delaware as it currently exists. Consequently, subject to the
General Corporation Law of the State of Delaware, no director will be
personally liable to the Company or its shareholders for monetary damages
resulting from his or her conduct as a director, except liability for (1)
acts or omissions involving intentional misconduct or knowing violations of
law; (2) unlawful distributions; or (3) transactions from which the director
personally receives a benefit in money, property or services to which the
director is not legally entitled.

         The Company's certificate of incorporation also provides that the
Company may indemnify any individual made a party to a proceeding because
that individual is or was a director or officer, and this right to
indemnification will continue as to an individual who has ceased to be a
director or officer and will inure to the benefit of his or her heirs,
executors or administrators. Any repeal of or modification to our certificate
of incorporation may not adversely affect any right of a director or officer
who is or was a director or officer at the time of any repeal or
modification. To the extent the provisions of our certificate of
incorporation provide for indemnification of directors or officers for
liabilities arising under the Securities Act 1933, those provisions are, in
the opinion of the Securities and Exchange Commission (the "Commission"),
against public policy as expressed in the Securities Act and they are
therefore unenforceable.

         The Company's bylaws provide that it will indemnify our directors
and officers and may indemnify our

<PAGE>

other officers and employees and other agents to the fullest extent permitted
by law.

         The Company has entered into agreements to indemnify directors,
certain officers and other agents, in addition to indemnification provided
for in the Company's certificate of incorporation or bylaws. These
agreements, among other things, indemnify the Company's directors and certain
officers for certain expenses, including attorneys' fees, judgments, fines
and settlement amounts incurred by any of these persons in any action or
proceeding, including any action by the Company arising out of the person's
services as the Company's director or officer or any other company or
enterprise to which the person provides services at the Company's request.
The Company believes that these provisions and agreements are necessary to
attract and retain qualified persons as directors and officers. The Company
also currently maintains liability insurance for officers and directors.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S>           <C>
     5         Opinion of Cooley Godward LLP

    23.1       Consent of PricewaterhouseCoopers LLP

    23.2       Consent of Cooley Godward LLP is contained in Exhibit 5 to this
               Registration Statement

    24         Power of Attorney is contained on the signature pages.

    99.1       1999 Non-Officer Equity Incentive Plan

    99.2       Form of Stock Option Agreement used in connection with the 1999
               Non-Officer Equity Incentive Plan
</TABLE>

ITEM 9.  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         (d)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

              (i)    To include any prospectus required by section 10(a)(3)
of the Securities Act;

              (ii)   To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. 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) (ss. 230.424(b) of this chapter) 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;

<PAGE>

         PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) of this
section do not apply if the registration statement is on form S-3, Forms S-8
or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference herein.

         (b)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (c)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

2.       The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to section 13(a) or section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the Exchange
         Act) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

3.       Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the registrant pursuant to the foregoing provisions, or otherwise, the
         registrant has been advised that in the opinion of the Securities and
         Exchange Commission such indemnification is against public policy as
         expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View, State
of California, on February 9, 2000.

                                        DITECH COMMUNICATIONS CORPORATION

                                        a Delaware corporation

                                        By:      /s/ Timothy K. Montgomery
                                            ----------------------------------
                                                 Timothy K. Montgomery
                                        Title:   Chief Executive Officer and
                                                 President


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Timothy K. Montgomery and William J.
Tamblyn, and each or any one of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.

<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                           TITLE                                    DATE
<S>                                 <C>                                           <C>
      /s/ TIMOTHY K. MONTGOMERY       President and Chief Executive Officer
      -------------------------          (Principal Executive Officer)              February 9, 2000
          TIMOTHY K. MONTGOMERY

      /s/ WILLIAM J. TAMBLYN             Vice President and Chief Financial
      -------------------------          Officer (Principal Financial and
          WILLIAM J. TAMBLYN                  Accounting Officer)                   February 9, 2000

          /s/ PONG C. LIM
      -------------------------                      Director                       February 9, 2000
              PONG C. LIM

        /s/ GREGORY M. AVIS
      -------------------------                      Director                       February 9, 2000
            GREGORY M. AVIS

         /s/ PETER Y. CHUNG
      -------------------------                      Director                       February 9, 2000
             PETER Y. CHUNG

        /s/ KENNETH E. JONES
      -------------------------                      Director                       February 9, 2000
            KENNETH E. JONES

       /s/ WILLIAM A. HASLER
      -------------------------                      Director                       February 9, 2000
           WILLIAM A. HASLER

        /s/ GEORGE J. TURNER
      -------------------------                      Director                       February 9, 2000
            GEORGE J. TURNER
</TABLE>


<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
   EXHIBIT                                                                         SEQUENTIAL PAGE
    NUMBER                                       DESCRIPTION                           NUMBERS
<S>             <C>                                                               <C>
      5          Opinion of Cooley Godward LLP

     23.1        Consent of PricewaterhouseCoopers LLP

     23.2        Consent of Cooley Godward LLP is contained in Exhibit 5 to
                 this Registration Statement

     24          Power of Attorney is contained on the signature pages.

     99.1        1999 Non-Officer Equity Incentive Plan

     99.2        Form of Stock Option Agreement used in connection with the
                 1999 Non-Officer Equity Incentive Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19143}]
{"company-data": {"conformed-name": "DITECH CORP", "cik": "0001080667", "assigned-sic": "3661", "irs-number": "942935531", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30044", "film-number": "531715"}, "business-address": {"street1": "825 E MIDDLEFIELD RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6506231300"}, "mail-address": {"street1": "825 E MIDDLEFIELD RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY __, 2000
                                                     REGISTRATION NO. 333-_____
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        DITECH COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

                DELAWARE                              94-2935531
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)             Identification Number)

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

                             825 E. MIDDLEFIELD ROAD
                             MOUNTAIN VIEW, CA 94043
                                 (650) 623-1300
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                     1999 NON-OFFICER EQUITY INCENTIVE PLAN
                            (Full title of the plan)

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

                               WILLIAM J. TAMBLYN
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                             825 E. MIDDLEFIELD ROAD
                             MOUNTAIN VIEW, CA 94043
                                 (650) 623-1300
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

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

                                   COPIES TO:

                             ANDREI M. MANOLIU, ESQ.
                              BRETT D. WHITE, ESQ.
                               COOLEY GODWARD LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                               Palo Alto, CA 94306

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

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
                                                              Proposed Maximum        Proposed Maximum
  Title of Securities                                             Offering               Aggregate               Amount of
   to be Registered             Amount to be Registered      Price per Share (1)     Offering Price (1)       Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
   $0.001 per share             500,000 shares               $66.744 - $152.50         $58,662,902.25            $16,309.00
-------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h) promulgated under the
     Securities Act of 1933, as amended (the "Securities Act"). The price
     per share and aggregate offering price are based upon (i) $66.744, the
     weighted average exercise price for 205,083 shares subject to options
     previously granted under the Company's 1999 Non-Officer Equity
     Incentive Plan (the "1999 Plan"), and (ii) $152.50, the average of
     the high and low prices of the Company's Common Stock as reported on
     The Nasdaq Stock Market for February 8, 2000, for 294,917 shares reserved
     for future issuance pursuant to the 1999 Plan.
PART II

ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Ditech Communications Corporation,
a Delaware corporation (the "Company"), with the Securities and Exchange
Commission are incorporated by reference into this Registration Statement:

         (a)  The final prospectus filed under Rule 424(b) of the Securities
Act contained in the Company's Registration Statement on Form S-1/A (File No.
333-86691), filed October 4, 1999 under the Securities Act including any
amendments or reports filed for the purpose of updating such prospectus; and

         (b)  All other reports filed pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed May 28, 1999, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendments or reports filed for the purpose of updating such description.

         All reports and other documents subsequently filed by the Company
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 have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part of this registration statement from the date of the filing of such
reports and documents.

ITEM 4.       DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the issuance of the Common Stock offered hereby will
be passed upon for the Company by Cooley Godward LLP, Palo Alto, California.
Attorneys of Cooley Godward LLP beneficially own 2,300 shares of Common Stock.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's certificate of incorporation limits the liability of
directors to the fullest extent permitted by the General Corporation Law of
the State of Delaware as it currently exists. Consequently, subject to the
General Corporation Law of the State of Delaware, no director will be
personally liable to the Company or its shareholders for monetary damages
resulting from his or her conduct as a director, except liability for (1)
acts or omissions involving intentional misconduct or knowing violations of
law; (2) unlawful distributions; or (3) transactions from which the director
personally receives a benefit in money, property or services to which the
director is not legally entitled.

         The Company's certificate of incorporation also provides that the
Company may indemnify any individual made a party to a proceeding because
that individual is or was a director or officer, and this right to
indemnification will continue as to an individual who has ceased to be a
director or officer and will inure to the benefit of his or her heirs,
executors or administrators. Any repeal of or modification to our certificate
of incorporation may not adversely affect any right of a director or officer
who is or was a director or officer at the time of any repeal or
modification. To the extent the provisions of our certificate of
incorporation provide for indemnification of directors or officers for
liabilities arising under the Securities Act 1933, those provisions are, in
the opinion of the Securities and Exchange Commission (the "Commission"),
against public policy as expressed in the Securities Act and they are
therefore unenforceable.

         The Company's bylaws provide that it will indemnify our directors
and officers and may indemnify our
other officers and employees and other agents to the fullest extent permitted
by law.

         The Company has entered into agreements to indemnify directors,
certain officers and other agents, in addition to indemnification provided
for in the Company's certificate of incorporation or bylaws. These
agreements, among other things, indemnify the Company's directors and certain
officers for certain expenses, including attorneys' fees, judgments, fines
and settlement amounts incurred by any of these persons in any action or
proceeding, including any action by the Company arising out of the person's
services as the Company's director or officer or any other company or
enterprise to which the person provides services at the Company's request.
The Company believes that these provisions and agreements are necessary to
attract and retain qualified persons as directors and officers. The Company
also currently maintains liability insurance for officers and directors.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS
EXHIBIT
NUMBER
5         Opinion of Cooley Godward LLP

    23.1       Consent of PricewaterhouseCoopers LLP

    23.2       Consent of Cooley Godward LLP is contained in Exhibit 5 to this
               Registration Statement

    24         Power of Attorney is contained on the signature pages.

    99.1       1999 Non-Officer Equity Incentive Plan

    99.2       Form of Stock Option Agreement used in connection with the 1999
               Non-Officer Equity Incentive Plan
ITEM 9.  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         (d)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

              (i)    To include any prospectus required by section 10(a)(3)
of the Securities Act;

              (ii)   To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. 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) (ss. 230.424(b) of this chapter) 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)(i) and (a)(ii) of this
section do not apply if the registration statement is on form S-3, Forms S-8
or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference herein.

         (b)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (c)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

2.       The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to section 13(a) or section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the Exchange
         Act) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

3.       Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the registrant pursuant to the foregoing provisions, or otherwise, the
         registrant has been advised that in the opinion of the Securities and
         Exchange Commission such indemnification is against public policy as
         expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View, State
of California, on February 9, 2000.

                                        DITECH COMMUNICATIONS CORPORATION

                                        a Delaware corporation

                                        By:      /s/ Timothy K. Montgomery
                                            ----------------------------------
                                                 Timothy K. Montgomery
                                        Title:   Chief Executive Officer and
                                                 President

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Timothy K. Montgomery and William J.
Tamblyn, and each or any one of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                           TITLE                                    DATE
/s/ TIMOTHY K. MONTGOMERY       President and Chief Executive Officer
      -------------------------          (Principal Executive Officer)              February 9, 2000
          TIMOTHY K. MONTGOMERY

      /s/ WILLIAM J. TAMBLYN             Vice President and Chief Financial
      -------------------------          Officer (Principal Financial and
          WILLIAM J. TAMBLYN                  Accounting Officer)                   February 9, 2000

          /s/ PONG C. LIM
      -------------------------                      Director                       February 9, 2000
              PONG C. LIM

        /s/ GREGORY M. AVIS
      -------------------------                      Director                       February 9, 2000
            GREGORY M. AVIS

         /s/ PETER Y. CHUNG
      -------------------------                      Director                       February 9, 2000
             PETER Y. CHUNG

        /s/ KENNETH E. JONES
      -------------------------                      Director                       February 9, 2000
            KENNETH E. JONES

       /s/ WILLIAM A. HASLER
      -------------------------                      Director                       February 9, 2000
           WILLIAM A. HASLER

        /s/ GEORGE J. TURNER
      -------------------------                      Director                       February 9, 2000
            GEORGE J. TURNER
EXHIBIT INDEX
EXHIBIT                                                                         SEQUENTIAL PAGE
    NUMBER                                       DESCRIPTION                           NUMBERS
5          Opinion of Cooley Godward LLP

     23.1        Consent of PricewaterhouseCoopers LLP

     23.2        Consent of Cooley Godward LLP is contained in Exhibit 5 to
                 this Registration Statement

     24          Power of Attorney is contained on the signature pages.

     99.1        1999 Non-Officer Equity Incentive Plan

     99.2        Form of Stock Option Agreement used in connection with the
                 1999 Non-Officer Equity Incentive Plan