<PAGE>   1

       As filed with the Securities and Exchange Commission on January 20, 1997
                                                      Registration No. 

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

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                     _____________________________________


                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                     _____________________________________


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

            DELAWARE                                95-4347239
     (State of incorporation)          (I.R.S. Employer Identification No.)

                     3000 Ocean Park Boulevard, Suite 2001
                             Santa Monica, CA 90405
         (Address, including zip code, of principal executive offices)
                    ________________________________________

                            AMENDED 1993 STOCK PLAN
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                           1996 DIRECTOR OPTION PLAN
                           (Full Titles of the Plans)
                     _____________________________________

                                Unni S. Warrier
                      President, Chief Executive Officer,
                           and Chairman of the Board
                                CYBERMEDIA, INC.
                     3000 Ocean Park Boulevard, Suite 2001
                             Santa Monica, CA 90405
                    (Name and address of agent for service)

                                 (310) 581-4700
         (Telephone number, including area code, of agent for service)

                     _____________________________________

                                    Copy to:
                          ARTHUR F. SCHNEIDERMAN, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                          Palo Alto, California 94304

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

<PAGE>   2
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===========================================================================================================================
   Title of                     Amount                Proposed                        Proposed               Amount of
Securities to                    to be            Maximum Offering               Maximum Aggregate          Registration
be Registered                Registered(1)      Price Per Share(2)               Offering Price(2)              Fee

---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>                         <C>                        <C>
Common Stock,                     3,902,000            $ 4.70(1)                   $18,339,400.00             $5,557.39
$0.01 par value, to be
issued upon exercise of 
options granted under the 
Amended 1993 Stock Plan

Common Stock,                       100,000            $13.81(2)                   $ 1,381,000.00             $  418.48     
$0.01 par value, to be
issued upon exercise of 
options granted under
1996 Employee Stock
Purchase Plan

Common Stock,                        50,000            $16.25(3)                   $   812,500.00             $  246.21
$0.01 par value, to be
issued upon exercise of
options granted under the
1996 Director Option Plan

     Total                        4,052,000                --                      $20,532,900.00             $6,222.08
   
===========================================================================================================================
</TABLE>

(1)      The Proposed Maximum Offering Price Per Share was estimated in part
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended
         (the "Securities Act"), and, in part, pursuant to Rule 457(c) under
         the Securities Act.  With respect to 3,095,847 shares which are
         subject to outstanding options to purchase Common Stock under the
         Amended 1993 Stock Plan (the "Option Plan"), the Proposed Maximum
         Offering Price Per Share was estimated pursuant to Rule 457(h) under
         which Rule the per share price of options to purchase stock under an
         employee stock option plan may be estimated by reference to the
         exercise price of such options.  The weighted average exercise price
         of the 3,095,847 shares subject to outstanding options under the
         Option Plans is $1.69.  With respect to 806,153 shares of Common Stock
         available for future grant under the Option Plan, the estimated
         Proposed Maximum Offering Price Per Share was estimated pursuant to
         Rule 457(c) whereby the per share price was determined by reference to
         the average between the high and low price of the Registrant's stock
         as reported in the Nasdaq National Market on January 17, 1997, which
         average was $16.25.  The number referenced above in the table entitled
         "Proposed Maximum Offering Price per Share" represents a weighted
         average of the foregoing estimates calculated in accordance with
         Rules 457(h) and 457(c).

(2)      The Proposed Maximum Offering Price Per Share was estimated in
         accordance with Rule 457(c) under the Securities Act solely for the
         purpose of calculating the registration fee, based on 85% of the
         average between the high and low price of the Registrant's stock as
         reported in the Nasdaq National Market on January 17, 1997.

(3)      The Proposed Maximum Offering Price Per Share was estimated in
         accordance with Rule 457(c) under the Securities Act solely for the
         purpose of calculating the registration fee, based on the average
         between the high and low price of the Registrant's stock as reported in
         the Nasdaq National Market on January 17, 1997, which average was
         $16.25.
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         (a)     The Registrant's Registration Statement on Form S-1 (File No.
333-11063), as amended, filed with the Securities and Exchange Commission on
October 22, 1996 pursuant to the Securities Act relating to the Registrant's
initial public offering.

         (b)     The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1996 filed pursuant to Section 13 of the Exchange
Act.

         (c)     The description of the Registrant's Common Stock to be offered
hereby is contained in the Registrant's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on September 2, 1996
pursuant to Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of shares of Common Stock offered hereby
will be passed upon for the Registrant by Wilson, Sonsini, Goodrich & Rosati,
P.C. ("WSGR"), Palo Alto, California. Arthur F. Schneiderman, a member of WSGR,
is Assistant Secretary of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director.  The
Registrant's Bylaws provide that the Registrant shall indemnify its officers
and directors and may indemnify its employees and other agents to the fullest
extent permitted by Delaware law.  The Registrant has entered into
indemnification agreements with its officers and directors containing
provisions which are in some respects broader than the specific indemnification
provisions contained in the Delaware General Corporation Law.  The
indemnification agreements require the Registrant, among





                                      II-1
<PAGE>   4
other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors'
and officers' insurance, if available on reasonable terms.  The Registrant
believes that these agreements are necessary to attract and retain qualified
persons as directors and officers, and the Registrant has obtained directors'
and officers' insurance.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party
to an action by reason of that fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation, against expenses actually and reasonable incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and with respect to any criminal action, had no reasonable
cause to believe his or her conduct was unlawful.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Exhibit Number

                     5.1        Opinion of Wilson, Sonsini, Goodrich & Rosati,
                                P.C., as to legality of securities being
                                registered
                    10.2        Amended 1993 Stock Plan and Forms of Agreements
                                thereunder 
                    10.3        1996 Employee Stock Purchase Plan and Form of
                                Subscription Agreement
                    10.4        1996 Director Option Plan and Form of
                                Agreements thereunder
                    23.1        Consent of Independent Auditors
                    23.2        Consent of Counsel (contained in Exhibit 5.1)
                    24.1        Power of Attorney (see Page II-5)

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 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.

                 (2)      That, for the purpose of determining any liability
under the Securities Act, each





                                      II-2
<PAGE>   5
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act 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.





                                      II-3
<PAGE>   6
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Monica, State of California, on January
20, 1997.


                          CYBERMEDIA, INC.


                          By:     /s/Unni S. Warrier
                              -------------------------------------
                                  Unni S. Warrier, President





                                      II-4
<PAGE>   7
                               POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Unni S. Warrier and Jeffrey W. Beaumont,
and each of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf of
the undersigned any amendment or amendments to this Registration Statement on
Form S-8 and to perform any acts necessary in order to file such amendments,
and each of the undersigned does hereby ratify and confirm all that said
attorneys and agents, or their or his or her substitutes, shall 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.

<TABLE>
<CAPTION>
             Signature                            Title                   Date
             ---------                            -----                   ----
       <S>                            <C>                               <C>
         /s/Unni S. Warrier            President, Chief Executive        January 20, 1997
-----------------------------------       Officer and Director           
          Unni S. Warrier             (Principal Executive Officer)



       /s/Jeffrey W. Beaumont            Chief Financial Officer         January 20, 1997
-----------------------------------     (Principal Financial and
        Jeffrey W. Beaumont                Accounting Officer)


            /s/Paul Dali                        Director                 January 20, 1997
-----------------------------------
             Paul Dali

           /s/Suhas Patil                       Director                 January 20, 1997
-----------------------------------
            Suhas Patil

        /s/Ronald S. Posner                     Director                 January 20, 1997
-----------------------------------
          Ronald S. Posner

          /s/Kanwal Rekhi                       Director                 January 20, 1997
-----------------------------------
            Kanwal Rekhi

          /s/Peter Morris                       Director                 January 20, 1997
-----------------------------------
            Peter Morris

        /s/James R. Tolonen                     Director                 January 20, 1997
-----------------------------------
          James R. Tolonen
</TABLE>





                                      II-5
<PAGE>   8
                                CYBERMEDIA, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number                               Description
-------          -----------------------------------------------------
   <S>           <C>
    5.1        Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
               legality of securities being registered
   
   10.2        Amended 1993 Stock Plan and Forms of Agreements thereunder 

   10.3        1996 Employee Stock Purchase Plan and Form of Subscription
               Agreement

   10.4        1996 Director Option Plan and Form of Agreements thereunder

   23.1        Consent of Independent Auditors

   23.2        Consent of Counsel (contained in Exhibit 5.1)

   24.1        Power of Attorney (see Page II-5)
</TABLE>





                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED JANUARY 20,1997", "secsgml_size_bytes": 18569}]
{"company-data": {"conformed-name": "CYBERMEDIA INC", "cik": "0001019156", "assigned-sic": "7372", "irs-number": "770210467"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20113", "film-number": "97508572"}, "business-address": {"street1": "3000 OCEAN PARK BLVD", "city": "SANTA MONICA", "state": "CA", "zip": "90405"}, "mail-address": {"street1": "3000 OCEAN PARK BLVD", "city": "SANTA MONICA", "state": "CA", "zip": "90405"}}
1

       As filed with the Securities and Exchange Commission on January 20, 1997
                                                      Registration No. 

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

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                     _____________________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                     _____________________________________

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

            DELAWARE                                95-4347239
     (State of incorporation)          (I.R.S. Employer Identification No.)

                     3000 Ocean Park Boulevard, Suite 2001
                             Santa Monica, CA 90405
         (Address, including zip code, of principal executive offices)
                    ________________________________________

                            AMENDED 1993 STOCK PLAN
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                           1996 DIRECTOR OPTION PLAN
                           (Full Titles of the Plans)
                     _____________________________________

                                Unni S. Warrier
                      President, Chief Executive Officer,
                           and Chairman of the Board
                                CYBERMEDIA, INC.
                     3000 Ocean Park Boulevard, Suite 2001
                             Santa Monica, CA 90405
                    (Name and address of agent for service)

                                 (310) 581-4700
         (Telephone number, including area code, of agent for service)

                     _____________________________________

                                    Copy to:
                          ARTHUR F. SCHNEIDERMAN, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                          Palo Alto, California 94304

================================================================================
2
                        CALCULATION OF REGISTRATION FEE
===========================================================================================================================
   Title of                     Amount                Proposed                        Proposed               Amount of
Securities to                    to be            Maximum Offering               Maximum Aggregate          Registration
be Registered                Registered(1)      Price Per Share(2)               Offering Price(2)              Fee

---------------------------------------------------------------------------------------------------------------------------
Common Stock,                     3,902,000            $ 4.70(1)                   $18,339,400.00             $5,557.39
$0.01 par value, to be
issued upon exercise of 
options granted under the 
Amended 1993 Stock Plan

Common Stock,                       100,000            $13.81(2)                   $ 1,381,000.00             $  418.48     
$0.01 par value, to be
issued upon exercise of 
options granted under
1996 Employee Stock
Purchase Plan

Common Stock,                        50,000            $16.25(3)                   $   812,500.00             $  246.21
$0.01 par value, to be
issued upon exercise of
options granted under the
1996 Director Option Plan

     Total                        4,052,000                --                      $20,532,900.00             $6,222.08
   
===========================================================================================================================
(1)      The Proposed Maximum Offering Price Per Share was estimated in part
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended
         (the "Securities Act"), and, in part, pursuant to Rule 457(c) under
         the Securities Act.  With respect to 3,095,847 shares which are
         subject to outstanding options to purchase Common Stock under the
         Amended 1993 Stock Plan (the "Option Plan"), the Proposed Maximum
         Offering Price Per Share was estimated pursuant to Rule 457(h) under
         which Rule the per share price of options to purchase stock under an
         employee stock option plan may be estimated by reference to the
         exercise price of such options.  The weighted average exercise price
         of the 3,095,847 shares subject to outstanding options under the
         Option Plans is $1.69.  With respect to 806,153 shares of Common Stock
         available for future grant under the Option Plan, the estimated
         Proposed Maximum Offering Price Per Share was estimated pursuant to
         Rule 457(c) whereby the per share price was determined by reference to
         the average between the high and low price of the Registrant's stock
         as reported in the Nasdaq National Market on January 17, 1997, which
         average was $16.25.  The number referenced above in the table entitled
         "Proposed Maximum Offering Price per Share" represents a weighted
         average of the foregoing estimates calculated in accordance with
         Rules 457(h) and 457(c).

(2)      The Proposed Maximum Offering Price Per Share was estimated in
         accordance with Rule 457(c) under the Securities Act solely for the
         purpose of calculating the registration fee, based on 85% of the
         average between the high and low price of the Registrant's stock as
         reported in the Nasdaq National Market on January 17, 1997.

(3)      The Proposed Maximum Offering Price Per Share was estimated in
         accordance with Rule 457(c) under the Securities Act solely for the
         purpose of calculating the registration fee, based on the average
         between the high and low price of the Registrant's stock as reported in
         the Nasdaq National Market on January 17, 1997, which average was
         $16.25.
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         (a)     The Registrant's Registration Statement on Form S-1 (File No.
333-11063), as amended, filed with the Securities and Exchange Commission on
October 22, 1996 pursuant to the Securities Act relating to the Registrant's
initial public offering.

         (b)     The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1996 filed pursuant to Section 13 of the Exchange
Act.

         (c)     The description of the Registrant's Common Stock to be offered
hereby is contained in the Registrant's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on September 2, 1996
pursuant to Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of shares of Common Stock offered hereby
will be passed upon for the Registrant by Wilson, Sonsini, Goodrich & Rosati,
P.C. ("WSGR"), Palo Alto, California. Arthur F. Schneiderman, a member of WSGR,
is Assistant Secretary of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director.  The
Registrant's Bylaws provide that the Registrant shall indemnify its officers
and directors and may indemnify its employees and other agents to the fullest
extent permitted by Delaware law.  The Registrant has entered into
indemnification agreements with its officers and directors containing
provisions which are in some respects broader than the specific indemnification
provisions contained in the Delaware General Corporation Law.  The
indemnification agreements require the Registrant, among

                                      II-1
4
other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors'
and officers' insurance, if available on reasonable terms.  The Registrant
believes that these agreements are necessary to attract and retain qualified
persons as directors and officers, and the Registrant has obtained directors'
and officers' insurance.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party
to an action by reason of that fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation, against expenses actually and reasonable incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and with respect to any criminal action, had no reasonable
cause to believe his or her conduct was unlawful.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Exhibit Number

                     5.1        Opinion of Wilson, Sonsini, Goodrich & Rosati,
                                P.C., as to legality of securities being
                                registered
                    10.2        Amended 1993 Stock Plan and Forms of Agreements
                                thereunder 
                    10.3        1996 Employee Stock Purchase Plan and Form of
                                Subscription Agreement
                    10.4        1996 Director Option Plan and Form of
                                Agreements thereunder
                    23.1        Consent of Independent Auditors
                    23.2        Consent of Counsel (contained in Exhibit 5.1)
                    24.1        Power of Attorney (see Page II-5)

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 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.

                 (2)      That, for the purpose of determining any liability
under the Securities Act, each

                                      II-2
5
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act 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.

                                      II-3
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Monica, State of California, on January
20, 1997.

                          CYBERMEDIA, INC.

                          By:     /s/Unni S. Warrier
                              -------------------------------------
                                  Unni S. Warrier, President

                                      II-4
7
                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Unni S. Warrier and Jeffrey W. Beaumont,
and each of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf of
the undersigned any amendment or amendments to this Registration Statement on
Form S-8 and to perform any acts necessary in order to file such amendments,
and each of the undersigned does hereby ratify and confirm all that said
attorneys and agents, or their or his or her substitutes, shall 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/Unni S. Warrier            President, Chief Executive        January 20, 1997
-----------------------------------       Officer and Director           
          Unni S. Warrier             (Principal Executive Officer)

       /s/Jeffrey W. Beaumont            Chief Financial Officer         January 20, 1997
-----------------------------------     (Principal Financial and
        Jeffrey W. Beaumont                Accounting Officer)

            /s/Paul Dali                        Director                 January 20, 1997
-----------------------------------
             Paul Dali

           /s/Suhas Patil                       Director                 January 20, 1997
-----------------------------------
            Suhas Patil

        /s/Ronald S. Posner                     Director                 January 20, 1997
-----------------------------------
          Ronald S. Posner

          /s/Kanwal Rekhi                       Director                 January 20, 1997
-----------------------------------
            Kanwal Rekhi

          /s/Peter Morris                       Director                 January 20, 1997
-----------------------------------
            Peter Morris

        /s/James R. Tolonen                     Director                 January 20, 1997
-----------------------------------
          James R. Tolonen
II-5
8
                                CYBERMEDIA, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                               INDEX TO EXHIBITS
Exhibit
Number                               Description
-------          -----------------------------------------------------
5.1        Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
               legality of securities being registered
   
   10.2        Amended 1993 Stock Plan and Forms of Agreements thereunder 

   10.3        1996 Employee Stock Purchase Plan and Form of Subscription
               Agreement

   10.4        1996 Director Option Plan and Form of Agreements thereunder

   23.1        Consent of Independent Auditors

   23.2        Consent of Counsel (contained in Exhibit 5.1)

   24.1        Power of Attorney (see Page II-5)
II-6