<PAGE>   1

   As filed with the Securities and Exchange Commission on September 7, 1999
                                               Registration No. 333-____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                       PACKETEER, INC.
                    (Exact name of registrant as specified in its charter)

               DELAWARE                                  770420107
  (State or other jurisdiction                (IRS Employer Identification No.)
 of incorporation or organization)

                           10495 N. DE ANZA BOULEVARD
                           CUPERTINO, CALIFORNIA 95014
               (Address of principal executive offices) (Zip Code)

                            1999 STOCK INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                              MR. CRAIG W. ELLIOTT
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 PACKETEER, INC.
                           10495 N. DE ANZA BOULEVARD
                           CUPERTINO, CALIFORNIA 95014
                     (Name and address of agent for service)
                                 (408) 873-4400
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

========================================================================================================

                                                         Proposed          Proposed
             Title of                                    Maximum           Maximum
            Securities                 Amount            Offering         Aggregate         Amount of
              to be                     to be             Price            Offering        Registration
            Registered              Registered(1)      per Share(2)        Price(2)             Fee
            ----------              -------------      ------------        --------        ------------
<S>                                 <C>                <C>              <C>                <C>
  1999 Stock Incentive Plan
  Common Stock, $0.001 par value     3,845,917 shares     $40.125       $154,317,919.60     $42,900.24

  1999 Employee Stock Purchase Plan
  Common Stock, $0.001 par value       500,000 shares     $40.125       $ 20,062,500.00     $ 5,577.38
                                                                                           ============

   Aggregate Registration Fee                                                               $48,477.62

========================================================================================================
</TABLE>

(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1999 Employee Stock
        Purchase Plan or the 1999 Stock Incentive Plan by reason of any stock
        dividend, stock split, recapitalization or other similar transaction
        effected without the Registrant's receipt of consideration which results
        in an increase in the number of the outstanding shares of Registrant's
        Common Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low selling prices per share of Registrant's Common Stock on
        September 3, 1999, as reported by the Nasdaq National Market.



<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference

               Packeteer, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        (a)    The Corporation's Registration Statement No. 333-79077 on Form
               S-1 filed with the SEC on May 21, 1999, together with the
               amendments thereto on Form S-1/A filed with the SEC on July 2,
               1999, July 21, 1999 and July 27, 1999, respectively, and one
               post-effective amendment on Form S-1MEF filed with the SEC on
               July 28, 1999;

        (b)    The Registrant's prospectus filed with the SEC pursuant to
               Rule 424(b) promulgated under the Securities Act of 1933, as
               amended (the "1933 Act") filed with the SEC on July 28, 1999, in
               connection with the Registrant's Registration Statement No.
               333-79077, in which there is set forth the audited financial
               statements for the Registrant's fiscal year ended December 31,
               1998; and

        (c)    The Corporation's Registration Statement on Form 8-A12G filed
               with the SEC on June 21, 1999, in which are described the terms,
               rights and provisions applicable to the Corporation's outstanding
               Common Stock.

               All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

               Not Applicable

Item 5.  Interests of Named Experts and Counsel

               Not Applicable.

Item 6.  Indemnification of Directors and Officers

               Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provides for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, subject to Delaware
law, its directors shall not be personally liable for monetary damages for
breach of the directors' fiduciary duty as directors to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the directors' fiduciary duty, and in appropriate circumstances
equitable remedies such as

                                      II-1


<PAGE>   3

injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant or its
stockholders for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into indemnification agreements. These
indemnification agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.

Item 7.  Exemption from Registration Claimed

        Not Applicable.

Item 8.  Exhibits

Exhibit Number     Exhibit
--------------     -------

        4          Instruments Defining the Rights of Stockholders. Reference
                   is made to Registrant's Registration Statement No.
                   000-26785 on Form 8-A12G, together with any exhibits
                   thereto, which are incorporated herein by reference
                   pursuant to Item 3(c) to this Registration Statement.

        5          Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1        Consent of KPMG LLP, Independent Auditors.

       23.2        Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.

       24          Power of Attorney. Reference is made to page II-4 of this
                   Registration Statement.

       99.1        1999 Stock Incentive Plan.

       99.2        Form of Notice of Grant of Stock Option.

       99.3        Form of Stock Option Agreement.

       99.4        Form of Addendum to Stock Option Agreement (Involuntary
                   Termination Following Corporate Transaction/Change in
                   Control).

       99.5        Form of Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right).

       99.6        Form of Stock Issuance Agreement.

       99.7        Form Addendum to Stock Issuance Agreement (Involuntary
                   Termination Following Corporate Transaction/Change in
                   Control).

       99.8        Form of Notice of Grant of Non-Employee Director -
                   Automatic Stock Option (Initial).

       99.9        Form of Notice of Grant of Non-Employee Director -
                   Automatic Stock Option (Annual).

       99.10       Form of Automatic Stock Option Agreement.

       99.11       1999 Employee Stock Purchase Plan.

       99.12       Form of Enrollment/Change Form.

       99.13       Form of Stock Purchase Agreement.


                                      II-2
<PAGE>   4
Item 9.  Undertakings

               A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1999
Stock Incentive Plan and 1999 Employee Stock Purchase Plan.

               B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

               C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
<PAGE>   5


                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cupertino, State of California on this
31st day of August, 1999.

                                 PACKETEER, INC.


                                 By:    /s/ CRAIG W. ELLIOTT
                                        --------------------------------------
                                        Craig W. Elliott
                                        President and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of Packeteer, Inc., a
Delaware corporation, do hereby constitute and appoint Craig W. Elliott,
President and Chief Executive Officer and David C. Yntema, Chief Financial
Officer and Secretary and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

Signature                              Title                                     Date
---------                              -----                                     ----

<S>                                    <C>                                    <C>
/s/ CRAIG W. ELLIOTT                   Chief Executive Officer,               August 31, 1999
------------------------               President and Director
Craig W. Elliott


/s/ DAVID C. YNTEMA                    Chief Financial Officer,               August 31, 1999
------------------------               and Secretary
David C. Yntema


/s/ ROBERT PACKER                      Chief Technical Officer                August 31, 1999
------------------------               and Director
Robert Packer
</TABLE>
                                      II-4
<PAGE>   6

<TABLE>
<S>                                    <C>                                    <C>


/s/ BRETT GALLOWAY                     Vice President, Engineering             August 31, 1999
------------------------               and Chief Operating Officer
Brett Galloway                         and Director



/s/ STEVEN CAMPBELL                    Chairman of the Board                   August 31, 1999
------------------------               of Directors
Steven Campbell



/s/ JOSEPH GRAZIANO                    Director                                August 31, 1999
-----------------------
Joseph Graziano


                                       Director
------------------------
Peter Morris


                                       Director
------------------------
William Stensrud
</TABLE>


                                      II-5
<PAGE>   7
                                        EXHIBIT INDEX

Exhibit Number  Exhibit
--------------  -------

        4       Instruments Defining the Rights of Stockholders. Reference is
                made to Registrant's Registration Statement No. 000-26785 on
                Form 8-A12G, together with any exhibits thereto, which are
                incorporated herein by reference pursuant to Item 3(c) to this
                Registration Statement.

        5       Opinion and consent of Brobeck, Phleger & Harrison LLP.

        23.1    Consent of KPMG LLP, Independent Auditors.

        23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in
                Exhibit 5.

        24      Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    1999 Stock Incentive Plan.

        99.2    Form of Notice of Grant of Stock Option.

        99.3    Form of Stock Option Agreement.

        99.4    Form of Addendum to Stock Option Agreement (Involuntary
                Termination Following Corporate Transaction/Change in Control).

        99.5    Form of Addendum to Stock Option Agreement (Limited Stock
                Appreciation Right).

        99.6    Form of Stock Issuance Agreement.

        99.7    Form of Addendum to Stock Issuance Agreement (Involuntary
                Termination Following Corporate Transaction/Change in Control).

        99.8    Form of Notice of Grant of Non-Employee Director - Automatic
                Stock Option (Initial).

        99.9    Form of Notice of Grant of Non-Employee Director - Automatic
                Stock Option (Annual).

        99.10   Form of Automatic Stock Option Agreement.

        99.11   1999 Employee Stock Purchase Plan.

        99.12   Form of Enrollment/Change Form.

        99.13   Form of Stock Purchase Agreement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20501}]
{"company-data": {"conformed-name": "PACKETEER INC", "cik": "0001011344", "assigned-sic": "7373", "irs-number": "770420107", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86717", "film-number": "99707723"}, "business-address": {"street1": "10495 NORTH DE ANZA BLVD", "city": "CUPERTINO", "state": "CA", "zip": "95014-2028", "phone": "4088734400"}, "mail-address": {"street1": "10495 N. DE ANZA BLVD", "city": "CUPERTINO", "state": "CA", "zip": "95014-2028"}}
1

   As filed with the Securities and Exchange Commission on September 7, 1999
                                               Registration No. 333-____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                       PACKETEER, INC.
                    (Exact name of registrant as specified in its charter)

               DELAWARE                                  770420107
  (State or other jurisdiction                (IRS Employer Identification No.)
 of incorporation or organization)

                           10495 N. DE ANZA BOULEVARD
                           CUPERTINO, CALIFORNIA 95014
               (Address of principal executive offices) (Zip Code)

                            1999 STOCK INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                              MR. CRAIG W. ELLIOTT
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 PACKETEER, INC.
                           10495 N. DE ANZA BOULEVARD
                           CUPERTINO, CALIFORNIA 95014
                     (Name and address of agent for service)
                                 (408) 873-4400
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

========================================================================================================

                                                         Proposed          Proposed
             Title of                                    Maximum           Maximum
            Securities                 Amount            Offering         Aggregate         Amount of
              to be                     to be             Price            Offering        Registration
            Registered              Registered(1)      per Share(2)        Price(2)             Fee
            ----------              -------------      ------------        --------        ------------
1999 Stock Incentive Plan
  Common Stock, $0.001 par value     3,845,917 shares     $40.125       $154,317,919.60     $42,900.24

  1999 Employee Stock Purchase Plan
  Common Stock, $0.001 par value       500,000 shares     $40.125       $ 20,062,500.00     $ 5,577.38
                                                                                           ============

   Aggregate Registration Fee                                                               $48,477.62

========================================================================================================
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1999 Employee Stock
        Purchase Plan or the 1999 Stock Incentive Plan by reason of any stock
        dividend, stock split, recapitalization or other similar transaction
        effected without the Registrant's receipt of consideration which results
        in an increase in the number of the outstanding shares of Registrant's
        Common Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low selling prices per share of Registrant's Common Stock on
        September 3, 1999, as reported by the Nasdaq National Market.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

               Packeteer, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        (a)    The Corporation's Registration Statement No. 333-79077 on Form
               S-1 filed with the SEC on May 21, 1999, together with the
               amendments thereto on Form S-1/A filed with the SEC on July 2,
               1999, July 21, 1999 and July 27, 1999, respectively, and one
               post-effective amendment on Form S-1MEF filed with the SEC on
               July 28, 1999;

        (b)    The Registrant's prospectus filed with the SEC pursuant to
               Rule 424(b) promulgated under the Securities Act of 1933, as
               amended (the "1933 Act") filed with the SEC on July 28, 1999, in
               connection with the Registrant's Registration Statement No.
               333-79077, in which there is set forth the audited financial
               statements for the Registrant's fiscal year ended December 31,
               1998; and

        (c)    The Corporation's Registration Statement on Form 8-A12G filed
               with the SEC on June 21, 1999, in which are described the terms,
               rights and provisions applicable to the Corporation's outstanding
               Common Stock.

               All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

               Not Applicable

Item 5.  Interests of Named Experts and Counsel

               Not Applicable.

Item 6.  Indemnification of Directors and Officers

               Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provides for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, subject to Delaware
law, its directors shall not be personally liable for monetary damages for
breach of the directors' fiduciary duty as directors to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the directors' fiduciary duty, and in appropriate circumstances
equitable remedies such as

                                      II-1
3

injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant or its
stockholders for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into indemnification agreements. These
indemnification agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.

Item 7.  Exemption from Registration Claimed

        Not Applicable.

Item 8.  Exhibits

Exhibit Number     Exhibit
--------------     -------

        4          Instruments Defining the Rights of Stockholders. Reference
                   is made to Registrant's Registration Statement No.
                   000-26785 on Form 8-A12G, together with any exhibits
                   thereto, which are incorporated herein by reference
                   pursuant to Item 3(c) to this Registration Statement.

        5          Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1        Consent of KPMG LLP, Independent Auditors.

       23.2        Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.

       24          Power of Attorney. Reference is made to page II-4 of this
                   Registration Statement.

       99.1        1999 Stock Incentive Plan.

       99.2        Form of Notice of Grant of Stock Option.

       99.3        Form of Stock Option Agreement.

       99.4        Form of Addendum to Stock Option Agreement (Involuntary
                   Termination Following Corporate Transaction/Change in
                   Control).

       99.5        Form of Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right).

       99.6        Form of Stock Issuance Agreement.

       99.7        Form Addendum to Stock Issuance Agreement (Involuntary
                   Termination Following Corporate Transaction/Change in
                   Control).

       99.8        Form of Notice of Grant of Non-Employee Director -
                   Automatic Stock Option (Initial).

       99.9        Form of Notice of Grant of Non-Employee Director -
                   Automatic Stock Option (Annual).

       99.10       Form of Automatic Stock Option Agreement.

       99.11       1999 Employee Stock Purchase Plan.

       99.12       Form of Enrollment/Change Form.

       99.13       Form of Stock Purchase Agreement.

                                      II-2
4
Item 9.  Undertakings

               A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1999
Stock Incentive Plan and 1999 Employee Stock Purchase Plan.

               B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

               C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cupertino, State of California on this
31st day of August, 1999.

                                 PACKETEER, INC.

                                 By:    /s/ CRAIG W. ELLIOTT
                                        --------------------------------------
                                        Craig W. Elliott
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of Packeteer, Inc., a
Delaware corporation, do hereby constitute and appoint Craig W. Elliott,
President and Chief Executive Officer and David C. Yntema, Chief Financial
Officer and Secretary and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                              Title                                     Date
---------                              -----                                     ----
/s/ CRAIG W. ELLIOTT                   Chief Executive Officer,               August 31, 1999
------------------------               President and Director
Craig W. Elliott

/s/ DAVID C. YNTEMA                    Chief Financial Officer,               August 31, 1999
------------------------               and Secretary
David C. Yntema

/s/ ROBERT PACKER                      Chief Technical Officer                August 31, 1999
------------------------               and Director
Robert Packer
II-4
6
/s/ BRETT GALLOWAY                     Vice President, Engineering             August 31, 1999
------------------------               and Chief Operating Officer
Brett Galloway                         and Director

/s/ STEVEN CAMPBELL                    Chairman of the Board                   August 31, 1999
------------------------               of Directors
Steven Campbell

/s/ JOSEPH GRAZIANO                    Director                                August 31, 1999
-----------------------
Joseph Graziano

                                       Director
------------------------
Peter Morris

                                       Director
------------------------
William Stensrud
II-5
7
                                        EXHIBIT INDEX

Exhibit Number  Exhibit
--------------  -------

        4       Instruments Defining the Rights of Stockholders. Reference is
                made to Registrant's Registration Statement No. 000-26785 on
                Form 8-A12G, together with any exhibits thereto, which are
                incorporated herein by reference pursuant to Item 3(c) to this
                Registration Statement.

        5       Opinion and consent of Brobeck, Phleger & Harrison LLP.

        23.1    Consent of KPMG LLP, Independent Auditors.

        23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in
                Exhibit 5.

        24      Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    1999 Stock Incentive Plan.

        99.2    Form of Notice of Grant of Stock Option.

        99.3    Form of Stock Option Agreement.

        99.4    Form of Addendum to Stock Option Agreement (Involuntary
                Termination Following Corporate Transaction/Change in Control).

        99.5    Form of Addendum to Stock Option Agreement (Limited Stock
                Appreciation Right).

        99.6    Form of Stock Issuance Agreement.

        99.7    Form of Addendum to Stock Issuance Agreement (Involuntary
                Termination Following Corporate Transaction/Change in Control).

        99.8    Form of Notice of Grant of Non-Employee Director - Automatic
                Stock Option (Initial).

        99.9    Form of Notice of Grant of Non-Employee Director - Automatic
                Stock Option (Annual).

        99.10   Form of Automatic Stock Option Agreement.

        99.11   1999 Employee Stock Purchase Plan.

        99.12   Form of Enrollment/Change Form.

        99.13   Form of Stock Purchase Agreement.