<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 2002

                          REGISTRATION NO.
                                           ---------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               GENERAL MAGIC, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                                      77-0250147
             --------                                      ----------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                               420 N. Mary Avenue
                               Sunnyvale, CA 94085
                    ----------------------------------------
                    (Address of principal executive offices)
                                   (Zip code)

                              GENERAL MAGIC, INC.
                         NONPLAN STOCK OPTION AGREEMENTS
                    ----------------------------------------
                            (Full title of the plan)

                               Kathleen M. Layton
                      President and Chief Executive Officer
                               General Magic, Inc.
                               420 N. Mary Avenue
                               Sunnyvale, CA 94085
                    ----------------------------------------
                     (Name and address of agent for service)


Telephone number, including area code, of agent for service:  (408) 774-4000.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
<PAGE>
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                             Proposed            Proposed
Title of Securities to be              Amount to              maximum             maximum
       registered                         be              offering price     aggregate offering        Amount of
                                     registered(1)         per share(2)           price(2)          registration fee
---------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                <C>                    <C>
Common Stock, par value $0.001          250,000                $0.65              $162,500                $14.95
</TABLE>


(1)      Includes 250,000 shares to be registered under nonplan stock option
         agreements incorporated herein by reference as Exhibits 4.19 and 4.20
         (the "Nonplan Agreements").

(2)      The proposed maximum offering price per share was estimated pursuant to
         Rule 457(h) under the Securities Act of 1933, as amended (the
         "Securities Act") 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 exercise price of
         the 250,000 shares subject to outstanding options under the Nonplan
         Agreements is $0.65.
<PAGE>
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

                  General Magic, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, filed with the Securities and Exchange Commission
(the "Commission") on April 1, 2002, which contains audited consolidated
financial statements for the most recent fiscal year for which such statements
have been filed.

                  (b) The Company's Current Reports on Form 8-K, as filed with
the Commission on March 27, 2002.

                  The Company's Current Report on Form 8-K, as filed with the
Commission on March 25, 2002.

                  (c) The Company's Current Report on Form 8-K, as filed with
the Commission on March 20, 2002.

                  (d) The Company's Current Report on Form 8-K, as filed with
the Commission on March 7, 2002.

                  (e) The Company's Current Report on Form 8-K, as filed with
the Commission on February 4, 2002.

                  (f) The description of the Company's Common Stock to be
offered hereby contained in the Company's Registration Statement on Form 8-A
filed under the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

                  All 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 to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

                  The class of securities to be offered is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

                  Inapplicable.
<PAGE>
Item 6. Indemnification of Directors and Officers

                  Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements with its
directors and officers provisions expanding the scope of indemnification beyond
that specifically provided by the Delaware law. The Company's Bylaws provide
that the Company shall indemnify to the full extent authorized by law any person
made or threatened to be made a party to an action or a proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he
or she, his or her testator or intestate was or is a director, officer or
employee of the Company or any predecessor of the Company or serves or served
any other enterprise as a director, officer or employee at the request of the
Company or a predecessor of the Company. The Company's Bylaws also provide that
the Company may enter into one or more agreements with any person that provides
for indemnification greater or different than that provided in such Bylaws. The
Company has entered into such indemnification agreements with its directors and
officers.

                  The Company maintains insurance on behalf of any person who is
a director or officer against any loss arising from any claim asserted against
him or her and incurred by him or her in any such capacity, subject to certain
exclusions.

                  See also the undertakings set forth in response to Item 9
herein.

Item 7. Exemption From Registration Claimed

                  Inapplicable.

Item 8. Exhibits

                  See Exhibit Index.

Item 9. Undertakings

                  The undersigned registrant hereby undertakes:

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

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (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; and

                           (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 (1)(i) and (l)(ii) do not apply if
the information required to be included in a post-effective amendment by those
<PAGE>
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 in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

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

                  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 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.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
                                    SIGNATURE

           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 Sunnyvale, State of California, on this 1st day
of April, 2002.


                                   General Magic, Inc.

                                   By: /s/ KATHLEEN M. LAYTON
                                       -----------------------------------------
                                           Kathleen M. Layton
                                           President and Chief Executive Officer

                        SIGNATURES AND POWER OF ATTORNEY

           The officers and directors of General Magic, Inc. whose signatures
appear below, hereby constitute and appoint Kathleen M. Layton their true and
lawful attorney and agent, with full power of substitution, to sign and execute
on behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that said attorney and agent, or her substitute(s), shall do or
cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, 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>
                                       President, Chief Executive Officer and Director
/s/ KATHLEEN M. LAYTON                 (Principal Executive Officer)                           April 1, 2002
----------------------------
Kathleen M. Layton

                                       Chief Financial Officer (Principal
/s/ DAVID H. RUSSIAN                   Financial and Accounting Officer)                       April 1, 2002
----------------------------
David H. Russian

/s/ SUSAN G. SWENSON                   Chairman of the Board, Director                         April 1, 2002
----------------------------
Susan G. Swenson

/s/ PHILIP D. KNELL                    Director                                                April 1, 2002
----------------------------
Elizabeth A. Fetter

----------------------------           Director
 Chester A. Huber, Jr.

/s/ PHILIP D. KNELL                    Director                                                April 1, 2002
----------------------------
Philip D. Knell

/s/ TOM D. SEIP                        Director                                                April 1, 2002
----------------------------
Tom D. Seip
</TABLE>
<PAGE>
                                  EXHIBIT INDEX


4.1         Certificate of Incorporation of the Company dated March 14, 1994, is
            incorporated by reference to Exhibit 3.2 to the Company's
            Registration Statement on Form S-1 filed with the Securities and
            Exchange Commission on February 9, 1995 (File No. 33-87164)

4.2         Agreement and Plan of Merger dated January 30, 1995, between General
            Magic, Inc., a California corporation, and the Company is
            incorporated by reference to Exhibit 2.1 to the Company's
            Registration Statement on Form S-1 filed with the Securities and
            Exchange Commission on February 9, 1995 (File No. 33-87164)

4.3         Certificate of Amendment of Certificate of Incorporation of the
            Company dated January 30, 1995, is incorporated by reference to
            Exhibit 3.3 to the Company's Registration Statement on Form S-1
            filed with the Securities and Exchange Commission on February 9,
            1995 (File No. 33-87164)

4.4         Certificate of Correction of the Certificate of Amendment of the
            Company dated February 24, 1995, is incorporated by reference to
            Exhibit 4.3 to the Company's Registration Statement on Form S-8
            filed with the Securities and Exchange Commission on September 25,
            1996 (File No. 333-12667)

4.5         Certificate of Retirement and Elimination of Classes of Common Stock
            and Series of Preferred Stock of the Company dated February 24,
            1995, is incorporated by reference to Exhibit 4.5 to the Company's
            Registration Statement on Form S-8 filed with the Securities and
            Exchange Commission on August 11, 1997 (File No. 333-33329)

4.6         Certificate of Designation of Series A Convertible Preferred Stock
            of the Company dated February 26, 1998, is incorporated by reference
            to Exhibit 3.2 to the Company's Registration Statement on Form S-3
            filed with the Securities and Exchange Commission on May 1, 1998
            (File No. 333-51685)

4.7         Certificate of Designation of the 5 1/2% Cumulative Convertible
            Series B Preferred Stock of the Company dated March 3, 1998, is
            incorporated by reference to Exhibit 3.1 to the Company's
            Registration Statement on Form S-3 filed with the Securities and
            Exchange Commission on May 1, 1998 (File No. 333-51685)

4.8         Certificate of Merger of Netphonic Communications, Inc. into the
            Company dated March 6, 1998, is incorporated by reference to Exhibit
            4.7 to the Company's Registration Statement on Form S-8 filed with
            the Securities and Exchange Commission on February 4, 1999 (File No.
            333-71781)

4.9         Certificate of Designations, Preferences and Rights of Series C
            Convertible Preferred Stock of the Company dated June 24, 1998, is
            incorporated by reference to Exhibit 3.1 to the Company's Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on June 29, 1998 (File No. 000-25374)
<PAGE>
4.10        Certificate of Amendment to Certificate of Incorporation of the
            Company dated January 21, 1999, is incorporated by reference to
            Exhibit 4.10 to the Company's Registration Statement on Form S-8
            filed with the Securities and Exchange Commission on February 4,
            1999 (File No. 333-71781)

4.11        Certificate of Amendment of Certificate of Designations, Preferences
            and Rights of Series C Convertible Preferred Stock of the Company
            dated January 21, 1999, is incorporated by reference to Exhibit 4.11
            to the Company's Registration Statement on Form S-8 filed with the
            Securities and Exchange Commission on February 4, 1999 (File No.
            333-71781)

4.12        Certificate of Designations, Preferences and Rights of Series D
            Convertible Preferred Stock of the Company dated March 30, 1999, is
            incorporated by reference to Exhibit 3.1 to the Company's Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on April 2, 1999 (File No. 000-25374)

4.13        Certificate of Designations, Preferences and Rights of Series E
            Convertible Preferred Stock of the Company dated June 17, 1999, is
            incorporated by reference to Exhibit 3.1 to the Company's
            Registration Statement on Form S-3 filed with the Securities and
            Exchange Commission on July 16, 1999 (File No. 333-83075 )

4.14        Certificate of Designations, Preferences and Rights of Series F
            Convertible Preferred Stock of the Company dated September 9, 1999,
            is incorporated by reference to Exhibit 3.1 to the Company's Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on September 10, 1999 (File No. 000-25374)

4.15        Certificate of Designations, Preferences and Rights of Series G
            Convertible Preferred Stock of the Company dated December 7, 1999,
            is incorporated by reference to Exhibit 3.1 to the Company's Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on February 2, 2000 (File No. 000-25374)

4.16        Certificate of Designations, Preferences and Rights of Series H
            Convertible Preferred Stock of the Company dated March 29, 2000, is
            incorporated by reference to Exhibit 4.3 to the Company's Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on March 31, 2000 (File No. 000-25374)

4.17        Certificate of Amendment to Certificate of Incorporation dated June
            23, 2000, is incorporated by reference to Appendix A to the
            Company's Definitive (14A) Proxy Statement filed with the Securities
            and Exchange Commission on May 12, 2000 (File No. 000-25374)

4.18        Certificate of Amendment to Certificate of Incorporation dated March
            22, 2002, is incorporated by reference to Appendix A to the
            Company's Definitive (14A) Proxy Statement filed with the Securities
            and Exchange Commission on January 22, 2002 (File No. 000-25374)
<PAGE>
4.19        Nonqualified Stock Option Agreement between the Company and Mark
            Phillips granted September 5, 2001 is incorporated herein by
            reference to Exhibit 10.38 to the Company's Report on Form 10-K
            filed with the Securities and Exchange Commission on April 1, 2002

4.20        Nonqualified Stock Option Agreement between the Company and Mark
            Phillips granted September 5, 2001 is incorporated herein by
            reference to Exhibit 10.39 to the Company's Report on Form 10-K
            filed with the Securities and Exchange Commission on April 1, 2002

4.21        Third Amended and Restated Bylaws of the Company adopted by the
            Board of Directors of the Company on July 20, 2001 is incorporated
            herein by reference to Exhibit 4.28 to the Company's Registration
            Statement Form S-8 filed with the Securities and Exchange Commission
            on August 8, 2001 (File No. 333-67062)

5           Opinion re legality

23.1        Consent of Counsel (included in Exhibit 5)

23.2        Consent of Independent Auditors

24          Power of Attorney (included in signature pages to this registration
            statement)
[{"type": "S-8", "sequence": "1", "filename": "f80504s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21865}]
{"company-data": {"conformed-name": "GENERAL MAGIC INC", "cik": "0000933524", "assigned-sic": "7372", "irs-number": "770250147", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85328", "film-number": "02598448"}, "business-address": {"street1": "420 N MARY AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94085", "phone": "4087744000"}, "mail-address": {"street1": "420 N MARY AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94085"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 2002

                          REGISTRATION NO.
                                           ---------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               GENERAL MAGIC, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                      77-0250147
             --------                                      ----------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                               420 N. Mary Avenue
                               Sunnyvale, CA 94085
                    ----------------------------------------
                    (Address of principal executive offices)
                                   (Zip code)

                              GENERAL MAGIC, INC.
                         NONPLAN STOCK OPTION AGREEMENTS
                    ----------------------------------------
                            (Full title of the plan)

                               Kathleen M. Layton
                      President and Chief Executive Officer
                               General Magic, Inc.
                               420 N. Mary Avenue
                               Sunnyvale, CA 94085
                    ----------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (408) 774-4000.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                                             Proposed            Proposed
Title of Securities to be              Amount to              maximum             maximum
       registered                         be              offering price     aggregate offering        Amount of
                                     registered(1)         per share(2)           price(2)          registration fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001          250,000                $0.65              $162,500                $14.95
(1)      Includes 250,000 shares to be registered under nonplan stock option
         agreements incorporated herein by reference as Exhibits 4.19 and 4.20
         (the "Nonplan Agreements").

(2)      The proposed maximum offering price per share was estimated pursuant to
         Rule 457(h) under the Securities Act of 1933, as amended (the
         "Securities Act") 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 exercise price of
         the 250,000 shares subject to outstanding options under the Nonplan
         Agreements is $0.65.
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

                  General Magic, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, filed with the Securities and Exchange Commission
(the "Commission") on April 1, 2002, which contains audited consolidated
financial statements for the most recent fiscal year for which such statements
have been filed.

                  (b) The Company's Current Reports on Form 8-K, as filed with
the Commission on March 27, 2002.

                  The Company's Current Report on Form 8-K, as filed with the
Commission on March 25, 2002.

                  (c) The Company's Current Report on Form 8-K, as filed with
the Commission on March 20, 2002.

                  (d) The Company's Current Report on Form 8-K, as filed with
the Commission on March 7, 2002.

                  (e) The Company's Current Report on Form 8-K, as filed with
the Commission on February 4, 2002.

                  (f) The description of the Company's Common Stock to be
offered hereby contained in the Company's Registration Statement on Form 8-A
filed under the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

                  All 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 to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

                  The class of securities to be offered is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

                  Inapplicable.
Item 6. Indemnification of Directors and Officers

                  Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements with its
directors and officers provisions expanding the scope of indemnification beyond
that specifically provided by the Delaware law. The Company's Bylaws provide
that the Company shall indemnify to the full extent authorized by law any person
made or threatened to be made a party to an action or a proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he
or she, his or her testator or intestate was or is a director, officer or
employee of the Company or any predecessor of the Company or serves or served
any other enterprise as a director, officer or employee at the request of the
Company or a predecessor of the Company. The Company's Bylaws also provide that
the Company may enter into one or more agreements with any person that provides
for indemnification greater or different than that provided in such Bylaws. The
Company has entered into such indemnification agreements with its directors and
officers.

                  The Company maintains insurance on behalf of any person who is
a director or officer against any loss arising from any claim asserted against
him or her and incurred by him or her in any such capacity, subject to certain
exclusions.

                  See also the undertakings set forth in response to Item 9
herein.

Item 7. Exemption From Registration Claimed

                  Inapplicable.

Item 8. Exhibits

                  See Exhibit Index.

Item 9. Undertakings

                  The undersigned registrant hereby undertakes:

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

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (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; and

                           (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 (1)(i) and (l)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

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

                  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 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.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURE

           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 Sunnyvale, State of California, on this 1st day
of April, 2002.

                                   General Magic, Inc.

                                   By: /s/ KATHLEEN M. LAYTON
                                       -----------------------------------------
                                           Kathleen M. Layton
                                           President and Chief Executive Officer

                        SIGNATURES AND POWER OF ATTORNEY

           The officers and directors of General Magic, Inc. whose signatures
appear below, hereby constitute and appoint Kathleen M. Layton their true and
lawful attorney and agent, with full power of substitution, to sign and execute
on behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that said attorney and agent, or her substitute(s), shall do or
cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature                                Title                                           Date
         ---------                                -----                                           ----
President, Chief Executive Officer and Director
/s/ KATHLEEN M. LAYTON                 (Principal Executive Officer)                           April 1, 2002
----------------------------
Kathleen M. Layton

                                       Chief Financial Officer (Principal
/s/ DAVID H. RUSSIAN                   Financial and Accounting Officer)                       April 1, 2002
----------------------------
David H. Russian

/s/ SUSAN G. SWENSON                   Chairman of the Board, Director                         April 1, 2002
----------------------------
Susan G. Swenson

/s/ PHILIP D. KNELL                    Director                                                April 1, 2002
----------------------------
Elizabeth A. Fetter

----------------------------           Director
 Chester A. Huber, Jr.

/s/ PHILIP D. KNELL                    Director                                                April 1, 2002
----------------------------
Philip D. Knell

/s/ TOM D. SEIP                        Director                                                April 1, 2002
----------------------------
Tom D. Seip
EXHIBIT INDEX

4.1         Certificate of Incorporation of the Company dated March 14, 1994, is
            incorporated by reference to Exhibit 3.2 to the Company's
            Registration Statement on Form S-1 filed with the Securities and
            Exchange Commission on February 9, 1995 (File No. 33-87164)

4.2         Agreement and Plan of Merger dated January 30, 1995, between General
            Magic, Inc., a California corporation, and the Company is
            incorporated by reference to Exhibit 2.1 to the Company's
            Registration Statement on Form S-1 filed with the Securities and
            Exchange Commission on February 9, 1995 (File No. 33-87164)

4.3         Certificate of Amendment of Certificate of Incorporation of the
            Company dated January 30, 1995, is incorporated by reference to
            Exhibit 3.3 to the Company's Registration Statement on Form S-1
            filed with the Securities and Exchange Commission on February 9,
            1995 (File No. 33-87164)

4.4         Certificate of Correction of the Certificate of Amendment of the
            Company dated February 24, 1995, is incorporated by reference to
            Exhibit 4.3 to the Company's Registration Statement on Form S-8
            filed with the Securities and Exchange Commission on September 25,
            1996 (File No. 333-12667)

4.5         Certificate of Retirement and Elimination of Classes of Common Stock
            and Series of Preferred Stock of the Company dated February 24,
            1995, is incorporated by reference to Exhibit 4.5 to the Company's
            Registration Statement on Form S-8 filed with the Securities and
            Exchange Commission on August 11, 1997 (File No. 333-33329)

4.6         Certificate of Designation of Series A Convertible Preferred Stock
            of the Company dated February 26, 1998, is incorporated by reference
            to Exhibit 3.2 to the Company's Registration Statement on Form S-3
            filed with the Securities and Exchange Commission on May 1, 1998
            (File No. 333-51685)

4.7         Certificate of Designation of the 5 1/2% Cumulative Convertible
            Series B Preferred Stock of the Company dated March 3, 1998, is
            incorporated by reference to Exhibit 3.1 to the Company's
            Registration Statement on Form S-3 filed with the Securities and
            Exchange Commission on May 1, 1998 (File No. 333-51685)

4.8         Certificate of Merger of Netphonic Communications, Inc. into the
            Company dated March 6, 1998, is incorporated by reference to Exhibit
            4.7 to the Company's Registration Statement on Form S-8 filed with
            the Securities and Exchange Commission on February 4, 1999 (File No.
            333-71781)

4.9         Certificate of Designations, Preferences and Rights of Series C
            Convertible Preferred Stock of the Company dated June 24, 1998, is
            incorporated by reference to Exhibit 3.1 to the Company's Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on June 29, 1998 (File No. 000-25374)
4.10        Certificate of Amendment to Certificate of Incorporation of the
            Company dated January 21, 1999, is incorporated by reference to
            Exhibit 4.10 to the Company's Registration Statement on Form S-8
            filed with the Securities and Exchange Commission on February 4,
            1999 (File No. 333-71781)

4.11        Certificate of Amendment of Certificate of Designations, Preferences
            and Rights of Series C Convertible Preferred Stock of the Company
            dated January 21, 1999, is incorporated by reference to Exhibit 4.11
            to the Company's Registration Statement on Form S-8 filed with the
            Securities and Exchange Commission on February 4, 1999 (File No.
            333-71781)

4.12        Certificate of Designations, Preferences and Rights of Series D
            Convertible Preferred Stock of the Company dated March 30, 1999, is
            incorporated by reference to Exhibit 3.1 to the Company's Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on April 2, 1999 (File No. 000-25374)

4.13        Certificate of Designations, Preferences and Rights of Series E
            Convertible Preferred Stock of the Company dated June 17, 1999, is
            incorporated by reference to Exhibit 3.1 to the Company's
            Registration Statement on Form S-3 filed with the Securities and
            Exchange Commission on July 16, 1999 (File No. 333-83075 )

4.14        Certificate of Designations, Preferences and Rights of Series F
            Convertible Preferred Stock of the Company dated September 9, 1999,
            is incorporated by reference to Exhibit 3.1 to the Company's Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on September 10, 1999 (File No. 000-25374)

4.15        Certificate of Designations, Preferences and Rights of Series G
            Convertible Preferred Stock of the Company dated December 7, 1999,
            is incorporated by reference to Exhibit 3.1 to the Company's Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on February 2, 2000 (File No. 000-25374)

4.16        Certificate of Designations, Preferences and Rights of Series H
            Convertible Preferred Stock of the Company dated March 29, 2000, is
            incorporated by reference to Exhibit 4.3 to the Company's Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on March 31, 2000 (File No. 000-25374)

4.17        Certificate of Amendment to Certificate of Incorporation dated June
            23, 2000, is incorporated by reference to Appendix A to the
            Company's Definitive (14A) Proxy Statement filed with the Securities
            and Exchange Commission on May 12, 2000 (File No. 000-25374)

4.18        Certificate of Amendment to Certificate of Incorporation dated March
            22, 2002, is incorporated by reference to Appendix A to the
            Company's Definitive (14A) Proxy Statement filed with the Securities
            and Exchange Commission on January 22, 2002 (File No. 000-25374)
4.19        Nonqualified Stock Option Agreement between the Company and Mark
            Phillips granted September 5, 2001 is incorporated herein by
            reference to Exhibit 10.38 to the Company's Report on Form 10-K
            filed with the Securities and Exchange Commission on April 1, 2002

4.20        Nonqualified Stock Option Agreement between the Company and Mark
            Phillips granted September 5, 2001 is incorporated herein by
            reference to Exhibit 10.39 to the Company's Report on Form 10-K
            filed with the Securities and Exchange Commission on April 1, 2002

4.21        Third Amended and Restated Bylaws of the Company adopted by the
            Board of Directors of the Company on July 20, 2001 is incorporated
            herein by reference to Exhibit 4.28 to the Company's Registration
            Statement Form S-8 filed with the Securities and Exchange Commission
            on August 8, 2001 (File No. 333-67062)

5           Opinion re legality

23.1        Consent of Counsel (included in Exhibit 5)

23.2        Consent of Independent Auditors

24          Power of Attorney (included in signature pages to this registration
            statement)