<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1998
                                         REGISTRATION STATEMENT NO. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                       NETSCAPE COMMUNICATIONS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                                <C>
           DELAWARE                                                             94-3200270
-------------------------------                                    ------------------------------------
(STATE OR OTHER JURISDICTION OF                                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)
</TABLE>

           501 EAST MIDDLEFIELD ROAD, MOUNTAIN VIEW, CALIFORNIA 94043
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

                       NETSCAPE COMMUNICATIONS CORPORATION
                                 1995 STOCK PLAN
                            (FULL TITLE OF THE PLAN)

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

<TABLE>
<S>                                                                   <C>
                  ROBERTA R. KATZ, ESQ.                                           Copy to:
  SENIOR VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY                    LARRY W. SONSINI, ESQ.
           NETSCAPE COMMUNICATIONS CORPORATION                           JAMES N. STRAWBRIDGE, ESQ.
                501 EAST MIDDLEFIELD ROAD                             WILSON SONSINI GOODRICH & ROSATI
             MOUNTAIN VIEW, CALIFORNIA 94043                              PROFESSIONAL CORPORATION
                     (650) 254-1900                                          650 PAGE MILL ROAD
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,                 PALO ALTO, CA 94304-1050
       INCLUDING AREA CODE, OF AGENT FOR SERVICE)                              (650) 493-9300
</TABLE>


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
TITLE OF SECURITIES       AMOUNT TO BE          OFFERING PRICE      AGGREGATE OFFERING      REGISTRATION
TO BE REGISTERED           REGISTERED            PER SHARE(3)            PRICE(3)               FEE
-------------------       ------------         ----------------     ------------------      ------------
<S>                     <C>                       <C>                 <C>                    <C>   
Common Stock, 
$.0001 par value(1)(2)  3,992,726 shares            $36.75            $146,732,680.50        $40,792.00  
--------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416, this Registration Statement shall also cover any
     additional shares of the Registrant's Common Stock that become issuable
     under this plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration that increases the number of the Registrant's outstanding
     shares of Common Stock. 

(2)  Includes associated rights to purchase shares of Series A Preferred Stock,
     par value $0.0001 per share, of the Registrant.

(3)  Estimated solely for the purpose of computing the registration fee required
     by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c)
     under the Securities Act based upon the average of the high and low prices
     of the Common Stock on December 4, 1998, as reported on the Nasdaq
     National Market.
================================================================================

<PAGE>   2

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1. PLAN INFORMATION.

     The Registrant will send or give the documents containing the information
specified in this Item 1 to employees, officers, directors or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission") and the instructions to
Form S-8, the Registrant is not filing such documents with the Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The Registrant will send or give the documents containing the information
specified in this Item 2 to employees, officers, directors or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of the
Commission and the instructions to Form S-8, the Registrant is not filing such
documents with the Commission either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed with the
Commission by the Registrant are incorporated into this Registration Statement
by reference:

     (a)  The Registrant's Annual Report on Form 10-K (the "Annual Report") for
          the fiscal year ended December 31, 1997 filed pursuant to the
          Securities Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  The Registrant's Quarterly Report on Form 10-Q for the four months
          ended April 30, 1998 filed pursuant to the Exchange Act;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the three months
          ended July 31, 1998 filed pursuant to the Exchange Act;

     (d)  The Registrant's Current Report on Form 8-K filed on November 25, 1998
          pursuant to the Exchange Act;

     (e)  The Registrant's Current Report on Form 8-K filed on December 7, 1998
          pursuant to the Exchange Act;

     (f)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed on June 23, 
          1995, as amended by the Registrant's Registration Statement on Form
          8-A/A filed on August 4, 1995 pursuant to the Exchange Act (File No. 
          0-26310);

     (g)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed on December 7,
          1998 pursuant to the Exchange Act.

     All documents subsequently filed with the Commission by Registrant pursuant
to Sections 


                                      -2-

<PAGE>   3

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 under this
Registration Statement have been sold or which deregisters all securities then
remaining unsold under this Registration Statement, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Amended and Restated Certificate of Incorporation includes a
provision that eliminates the personal liability of its directors for monetary
damages for breach or alleged breach of their duty of care. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Amended and Restated Bylaws provide that: (i) the Registrant shall
indemnify its directors and officers and persons serving in such capacities in
other business enterprises (including, for example, the Registrant's
subsidiaries) at the Registrant's request, to the fullest extent permitted by
Delaware law, including in those circumstances in which indemnification would
otherwise be discretionary; (ii) the Registrant may, in its discretion,
indemnify employees and agents in those circumstances where indemnification is
not required by law; (iii) the Registrant is required to advance expenses, as
incurred, to its directors and officers in connection with defending a
proceeding (except that it is not required to advance expenses to a person
against whom the Registrant brings a claim for breach of the duty of loyalty,
failure to act in good faith, intentional misconduct, knowing violation of law
or deriving an improper personal benefit); (iv) the rights conferred in the
Amended and Restated Bylaws are not exclusive, and the Registrant is authorized
to enter into indemnification agreements with its directors, officers and
employees; and (v) the Registrant may not retroactively amend the Bylaw
provisions in a way that is adverse to such directors, officers and employees.

     The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed by
Section 145 of the Delaware General Corporation Law and the Amended and Restated
Bylaws, as well as certain additional procedural protections. In addition, the
indemnification agreements provide that directors and officers will be
indemnified to the fullest possible extent not prohibited by law against all
expenses (including attorney's fees), judgments, fines, penalties and settlement
amounts paid or incurred by them in an action or proceeding, including any
action by or in the right of the Registrant, arising out of such person's
services as a director or officer of the Registrant, any subsidiary of the
Registrant or any other company or enterprise to which such person provides
services at the request of the Registrant. The indemnification agreements do not
require the Registrant to indemnify or advance expenses to an indemnified party
with respect to proceedings or claims initiated by the indemnified party and not
by way of defense, except with respect to proceedings specifically authorized by
the Board of Directors or brought to enforce a right to indemnification under
the indemnification agreements, the Registrants's Amended and Restated Bylaws or
any statute or law. Under the indemnification agreements and Sections 102 and
145 of the Delaware General Corporation Law, the Registrant is 


                                      -3-

<PAGE>   4

not obligated to indemnify the indemnified party: (i) for any expenses incurred
by the indemnified party with respect to any proceeding instituted by the
indemnified party to enforce or interpret the indemnification agreements, if a
court of competent jurisdiction determines that each of the material assertions
made by the indemnified party in such proceeding was not made in good faith or
was frivolous; (ii) for any amounts paid in settlement of a proceeding unless
the Registrant consents to such settlement; (iii) for any expenses incurred by
the indemnified party with respect to any proceeding instituted by the
Registrant to enforce or interpret the indemnification agreements if a court
determines that each of such defenses asserted by the indemnified party in such
action was made in bad faith or was frivolous; (iv) on account of any suit in
which judgment is rendered against the indemnified party for an accounting of
profits made from the purchase or sale by the indemnified party of securities of
the Registrant pursuant to the provisions of Section 16(b) of the Securities
Exchange Act and related laws; (v) on account of the indemnified party's acts or
omissions which are finally adjudged to have been knowingly fraudulent or
deliberately dishonest, or to constitute willful misconduct or a knowing
violation of the law; (vi) on account of any conduct from which the indemnified
party derived an improper personal benefit; (vii) on account of conduct the
indemnified party believed to be contrary to the best interests of the
Registrant or its stockholders; (viii) on account of conduct that constituted a
breach of the indemnified party's duty of loyalty to the Registrant or its
stockholders; or (ix) if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.

     The indemnification provisions in the Amended and Restated Bylaws and the
indemnification agreements entered into between the Registrant and its directors
and officers may be sufficiently broad to permit indemnification of the
Registrant's directors and officers for liabilities arising under the Securities
Act of 1933.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. INDEX TO EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                     DESCRIPTION OF DOCUMENT
-------                                    -----------------------
<S>            <C>
  4.1          Restated Certificate of Incorporation of Registrant, as amended through 
               January 23, 1996 (which is incorporated herein by reference to Exhibit 3.(i) 
               to the Registrant's Annual Report on Form 10-K for the fiscal year ended 
               December 31, 1995).

  4.2          Amended and Restated Bylaws of Registrant, as amended through January 24, 1997 
               (which are incorporated herein by reference to Exhibit 3.(ii) to the Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31, 1996).

  4.3          Form of Registrant's Common Stock Certificate (which is incorporated herein by 
               reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 
               (File No. 33-93862)).

  4.4          Preferred Shares Rights Agreement, dated as of November 23, 1998 between Netscape
               Communications Corporation and BankBoston, N.A., including the Certificate of
               Designation, the form of Rights Certificate and the Summary of Rights attached
               thereto as Exhibits A, B and C, respectively (which is incorporated herein by
               reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed
               December 7, 1998).

  4.5          1995 Stock Plan and related agreements, as amended and restated.

  5.1          Opinion of Counsel as to legality of securities being registered.

 23.1          Consent of Ernst & Young LLP, Independent Auditors.
 
 23.2          Consent of Counsel (which is contained in Exhibit 5.1).

 24.1          Powers of Attorney (which are included as part of the signature page of this 
               registration statement).
</TABLE>


                                      -4-

<PAGE>   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:

               (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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
this 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.

     (b)  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
Securities Exchange Act of 1934 (and, where applicable, each 


                                      -5-

<PAGE>   6

filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.


                                      -6-

<PAGE>   7

                                   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 Mountain View, State of California, on this 10th day
of December 1998.

                                          NETSCAPE COMMUNICATIONS CORPORATION

                                          By: /s/ Peter L.S. Currie
                                              ----------------------------------
                                              Peter L.S. Currie,
                                              Executive Vice President and Chief
                                              Administrative Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James L. Barksdale, Roberta R. Katz and
Peter L.S. Currie, jointly and severally, as such person's attorneys-in-fact,
each with the power of substitution, for him or her in any and all capacities,
to sign any amendments to this Registration Statement on Form S-8 and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
           Signatures                            Title                           Date
           ----------                            -----                           ----
<S>                                <C>                                     <C>
/s/ James L. Barksdale             President, Chief Executive Officer      December 10, 1998
-------------------------------    Principal Executive Officer) and
      James L. Barksdale           Director

/s/ Peter L.S. Currie              Executive Vice President and Chief      December 10, 1998
-------------------------------    Administrative Officer (Principal 
      Peter L.S. Currie            Financial Officer)

/s/ Noreen G. Bergin               Senior Vice President and Corporate     December 10, 1998
-------------------------------    Controller (Principal Accounting 
      Noreen G. Bergin             Officer)


/s/ James H. Clark                 Chairman of the Board of Directors      December 10, 1998
-------------------------------
      James H. Clark


                                   Executive Vice President, Products      December __, 1998
-------------------------------    and Director
      Marc L. Andreessen

/s/ Eric A. Benhamou               Director                                December 10, 1998
-------------------------------                                     
      Eric A. Benhamou


/s/ L. John Doerr                  Director                                December 10, 1998
-------------------------------
      L. John Doerr


/s/ William V. Campbell            Director                                December 10, 1998
-------------------------------
      William V. Campbell
</TABLE>


                                       -7-

<PAGE>   8

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                     DESCRIPTION OF DOCUMENT
-------                                    -----------------------
<S>            <C>
  4.1          Restated Certificate of Incorporation of Registrant, as amended through 
               January 23, 1996 (which is incorporated herein by reference to Exhibit 3.(i) 
               to the Registrant's Annual Report on Form 10-K for the fiscal year ended 
               December 31, 1995).

  4.2          Amended and Restated Bylaws of Registrant, as amended through January 24, 1997 
               (which are incorporated herein by reference to Exhibit 3.(ii) to the Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31, 1996).

  4.3          Form of Registrant's Common Stock Certificate (which is incorporated herein by 
               reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 
               (File No. 33-93862)).

  4.4          Preferred Shares Rights Agreement, dated as of November 23, 1998 between Netscape
               Communications Corporation and BankBoston, N.A., including the Certificate of
               Designation, the form of Rights Certificate and the Summary of Rights attached
               thereto as Exhibits A, B and C, respectively (which is incorporated herein by
               reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed
               December 7, 1998).

  4.5          1995 Stock Plan and related agreements, as amended and restated.

  5.1          Opinion of Counsel as to legality of securities being registered.

 23.1          Consent of Ernst & Young LLP, Independent Auditors.

 23.2          Consent of Counsel (which is contained in Exhibit 5.1).

 24.1          Powers of Attorney (which are included as part of the signature page of this 
               registration statement).
</TABLE>


                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25328}]
{"company-data": {"conformed-name": "NETSCAPE COMMUNICATIONS CORP", "cik": "0000944458", "assigned-sic": "7372", "irs-number": "943200270", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68713", "film-number": "98767806"}, "business-address": {"street1": "501 E MIDDLEFIELD RD", "city": "MOUNTAIN VEIW", "state": "CA", "zip": "94043", "phone": "6502541900"}, "mail-address": {"street1": "501 EAST MIDDLEFIELD RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1998
                                         REGISTRATION STATEMENT NO. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                       NETSCAPE COMMUNICATIONS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                                             94-3200270
-------------------------------                                    ------------------------------------
(STATE OR OTHER JURISDICTION OF                                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)
501 EAST MIDDLEFIELD ROAD, MOUNTAIN VIEW, CALIFORNIA 94043
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

                       NETSCAPE COMMUNICATIONS CORPORATION
                                 1995 STOCK PLAN
                            (FULL TITLE OF THE PLAN)

                             -----------------------
ROBERTA R. KATZ, ESQ.                                           Copy to:
  SENIOR VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY                    LARRY W. SONSINI, ESQ.
           NETSCAPE COMMUNICATIONS CORPORATION                           JAMES N. STRAWBRIDGE, ESQ.
                501 EAST MIDDLEFIELD ROAD                             WILSON SONSINI GOODRICH & ROSATI
             MOUNTAIN VIEW, CALIFORNIA 94043                              PROFESSIONAL CORPORATION
                     (650) 254-1900                                          650 PAGE MILL ROAD
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,                 PALO ALTO, CA 94304-1050
       INCLUDING AREA CODE, OF AGENT FOR SERVICE)                              (650) 493-9300
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
TITLE OF SECURITIES       AMOUNT TO BE          OFFERING PRICE      AGGREGATE OFFERING      REGISTRATION
TO BE REGISTERED           REGISTERED            PER SHARE(3)            PRICE(3)               FEE
-------------------       ------------         ----------------     ------------------      ------------
Common Stock, 
$.0001 par value(1)(2)  3,992,726 shares            $36.75            $146,732,680.50        $40,792.00  
--------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416, this Registration Statement shall also cover any
     additional shares of the Registrant's Common Stock that become issuable
     under this plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration that increases the number of the Registrant's outstanding
     shares of Common Stock. 

(2)  Includes associated rights to purchase shares of Series A Preferred Stock,
     par value $0.0001 per share, of the Registrant.

(3)  Estimated solely for the purpose of computing the registration fee required
     by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c)
     under the Securities Act based upon the average of the high and low prices
     of the Common Stock on December 4, 1998, as reported on the Nasdaq
     National Market.
================================================================================
2

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1. PLAN INFORMATION.

     The Registrant will send or give the documents containing the information
specified in this Item 1 to employees, officers, directors or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission") and the instructions to
Form S-8, the Registrant is not filing such documents with the Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The Registrant will send or give the documents containing the information
specified in this Item 2 to employees, officers, directors or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of the
Commission and the instructions to Form S-8, the Registrant is not filing such
documents with the Commission either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed with the
Commission by the Registrant are incorporated into this Registration Statement
by reference:

     (a)  The Registrant's Annual Report on Form 10-K (the "Annual Report") for
          the fiscal year ended December 31, 1997 filed pursuant to the
          Securities Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  The Registrant's Quarterly Report on Form 10-Q for the four months
          ended April 30, 1998 filed pursuant to the Exchange Act;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the three months
          ended July 31, 1998 filed pursuant to the Exchange Act;

     (d)  The Registrant's Current Report on Form 8-K filed on November 25, 1998
          pursuant to the Exchange Act;

     (e)  The Registrant's Current Report on Form 8-K filed on December 7, 1998
          pursuant to the Exchange Act;

     (f)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed on June 23, 
          1995, as amended by the Registrant's Registration Statement on Form
          8-A/A filed on August 4, 1995 pursuant to the Exchange Act (File No. 
          0-26310);

     (g)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed on December 7,
          1998 pursuant to the Exchange Act.

     All documents subsequently filed with the Commission by Registrant pursuant
to Sections 

                                      -2-
3

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 under this
Registration Statement have been sold or which deregisters all securities then
remaining unsold under this Registration Statement, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Amended and Restated Certificate of Incorporation includes a
provision that eliminates the personal liability of its directors for monetary
damages for breach or alleged breach of their duty of care. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Amended and Restated Bylaws provide that: (i) the Registrant shall
indemnify its directors and officers and persons serving in such capacities in
other business enterprises (including, for example, the Registrant's
subsidiaries) at the Registrant's request, to the fullest extent permitted by
Delaware law, including in those circumstances in which indemnification would
otherwise be discretionary; (ii) the Registrant may, in its discretion,
indemnify employees and agents in those circumstances where indemnification is
not required by law; (iii) the Registrant is required to advance expenses, as
incurred, to its directors and officers in connection with defending a
proceeding (except that it is not required to advance expenses to a person
against whom the Registrant brings a claim for breach of the duty of loyalty,
failure to act in good faith, intentional misconduct, knowing violation of law
or deriving an improper personal benefit); (iv) the rights conferred in the
Amended and Restated Bylaws are not exclusive, and the Registrant is authorized
to enter into indemnification agreements with its directors, officers and
employees; and (v) the Registrant may not retroactively amend the Bylaw
provisions in a way that is adverse to such directors, officers and employees.

     The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed by
Section 145 of the Delaware General Corporation Law and the Amended and Restated
Bylaws, as well as certain additional procedural protections. In addition, the
indemnification agreements provide that directors and officers will be
indemnified to the fullest possible extent not prohibited by law against all
expenses (including attorney's fees), judgments, fines, penalties and settlement
amounts paid or incurred by them in an action or proceeding, including any
action by or in the right of the Registrant, arising out of such person's
services as a director or officer of the Registrant, any subsidiary of the
Registrant or any other company or enterprise to which such person provides
services at the request of the Registrant. The indemnification agreements do not
require the Registrant to indemnify or advance expenses to an indemnified party
with respect to proceedings or claims initiated by the indemnified party and not
by way of defense, except with respect to proceedings specifically authorized by
the Board of Directors or brought to enforce a right to indemnification under
the indemnification agreements, the Registrants's Amended and Restated Bylaws or
any statute or law. Under the indemnification agreements and Sections 102 and
145 of the Delaware General Corporation Law, the Registrant is 

                                      -3-
4

not obligated to indemnify the indemnified party: (i) for any expenses incurred
by the indemnified party with respect to any proceeding instituted by the
indemnified party to enforce or interpret the indemnification agreements, if a
court of competent jurisdiction determines that each of the material assertions
made by the indemnified party in such proceeding was not made in good faith or
was frivolous; (ii) for any amounts paid in settlement of a proceeding unless
the Registrant consents to such settlement; (iii) for any expenses incurred by
the indemnified party with respect to any proceeding instituted by the
Registrant to enforce or interpret the indemnification agreements if a court
determines that each of such defenses asserted by the indemnified party in such
action was made in bad faith or was frivolous; (iv) on account of any suit in
which judgment is rendered against the indemnified party for an accounting of
profits made from the purchase or sale by the indemnified party of securities of
the Registrant pursuant to the provisions of Section 16(b) of the Securities
Exchange Act and related laws; (v) on account of the indemnified party's acts or
omissions which are finally adjudged to have been knowingly fraudulent or
deliberately dishonest, or to constitute willful misconduct or a knowing
violation of the law; (vi) on account of any conduct from which the indemnified
party derived an improper personal benefit; (vii) on account of conduct the
indemnified party believed to be contrary to the best interests of the
Registrant or its stockholders; (viii) on account of conduct that constituted a
breach of the indemnified party's duty of loyalty to the Registrant or its
stockholders; or (ix) if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.

     The indemnification provisions in the Amended and Restated Bylaws and the
indemnification agreements entered into between the Registrant and its directors
and officers may be sufficiently broad to permit indemnification of the
Registrant's directors and officers for liabilities arising under the Securities
Act of 1933.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. INDEX TO EXHIBITS.
EXHIBIT
NUMBER                                     DESCRIPTION OF DOCUMENT
-------                                    -----------------------
4.1          Restated Certificate of Incorporation of Registrant, as amended through 
               January 23, 1996 (which is incorporated herein by reference to Exhibit 3.(i) 
               to the Registrant's Annual Report on Form 10-K for the fiscal year ended 
               December 31, 1995).

  4.2          Amended and Restated Bylaws of Registrant, as amended through January 24, 1997 
               (which are incorporated herein by reference to Exhibit 3.(ii) to the Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31, 1996).

  4.3          Form of Registrant's Common Stock Certificate (which is incorporated herein by 
               reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 
               (File No. 33-93862)).

  4.4          Preferred Shares Rights Agreement, dated as of November 23, 1998 between Netscape
               Communications Corporation and BankBoston, N.A., including the Certificate of
               Designation, the form of Rights Certificate and the Summary of Rights attached
               thereto as Exhibits A, B and C, respectively (which is incorporated herein by
               reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed
               December 7, 1998).

  4.5          1995 Stock Plan and related agreements, as amended and restated.

  5.1          Opinion of Counsel as to legality of securities being registered.

 23.1          Consent of Ernst & Young LLP, Independent Auditors.
 
 23.2          Consent of Counsel (which is contained in Exhibit 5.1).

 24.1          Powers of Attorney (which are included as part of the signature page of this 
               registration statement).
-4-
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:

               (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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
this 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.

     (b)  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
Securities Exchange Act of 1934 (and, where applicable, each 

                                      -5-
6

filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      -6-
7

                                   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 Mountain View, State of California, on this 10th day
of December 1998.

                                          NETSCAPE COMMUNICATIONS CORPORATION

                                          By: /s/ Peter L.S. Currie
                                              ----------------------------------
                                              Peter L.S. Currie,
                                              Executive Vice President and Chief
                                              Administrative Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James L. Barksdale, Roberta R. Katz and
Peter L.S. Currie, jointly and severally, as such person's attorneys-in-fact,
each with the power of substitution, for him or her in any and all capacities,
to sign any amendments to this Registration Statement on Form S-8 and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures                            Title                           Date
           ----------                            -----                           ----
/s/ James L. Barksdale             President, Chief Executive Officer      December 10, 1998
-------------------------------    Principal Executive Officer) and
      James L. Barksdale           Director

/s/ Peter L.S. Currie              Executive Vice President and Chief      December 10, 1998
-------------------------------    Administrative Officer (Principal 
      Peter L.S. Currie            Financial Officer)

/s/ Noreen G. Bergin               Senior Vice President and Corporate     December 10, 1998
-------------------------------    Controller (Principal Accounting 
      Noreen G. Bergin             Officer)

/s/ James H. Clark                 Chairman of the Board of Directors      December 10, 1998
-------------------------------
      James H. Clark

                                   Executive Vice President, Products      December __, 1998
-------------------------------    and Director
      Marc L. Andreessen

/s/ Eric A. Benhamou               Director                                December 10, 1998
-------------------------------                                     
      Eric A. Benhamou

/s/ L. John Doerr                  Director                                December 10, 1998
-------------------------------
      L. John Doerr

/s/ William V. Campbell            Director                                December 10, 1998
-------------------------------
      William V. Campbell
-7-
8

                                INDEX TO EXHIBITS
EXHIBIT
NUMBER                                     DESCRIPTION OF DOCUMENT
-------                                    -----------------------
4.1          Restated Certificate of Incorporation of Registrant, as amended through 
               January 23, 1996 (which is incorporated herein by reference to Exhibit 3.(i) 
               to the Registrant's Annual Report on Form 10-K for the fiscal year ended 
               December 31, 1995).

  4.2          Amended and Restated Bylaws of Registrant, as amended through January 24, 1997 
               (which are incorporated herein by reference to Exhibit 3.(ii) to the Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31, 1996).

  4.3          Form of Registrant's Common Stock Certificate (which is incorporated herein by 
               reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 
               (File No. 33-93862)).

  4.4          Preferred Shares Rights Agreement, dated as of November 23, 1998 between Netscape
               Communications Corporation and BankBoston, N.A., including the Certificate of
               Designation, the form of Rights Certificate and the Summary of Rights attached
               thereto as Exhibits A, B and C, respectively (which is incorporated herein by
               reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed
               December 7, 1998).

  4.5          1995 Stock Plan and related agreements, as amended and restated.

  5.1          Opinion of Counsel as to legality of securities being registered.

 23.1          Consent of Ernst & Young LLP, Independent Auditors.

 23.2          Consent of Counsel (which is contained in Exhibit 5.1).

 24.1          Powers of Attorney (which are included as part of the signature page of this 
               registration statement).
-8-