<PAGE>   1

                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
    of incorporation or organization)                   Identification No.)


                               420 N. Mary Avenue
                               Sunnyvale, CA 94086
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)


                               GENERAL MAGIC, INC.
                    AMENDED AND RESTATED 1995 EMPLOYEE STOCK
                               PURCHASE PLAN AND
                        INDIVIDUAL STOCK OPTION AGREEMENT
                    ----------------------------------------
                            (Full title of the plan)

                                 Steven Markman
    President, Chief Executive Officer and Chairman of the Board of Directors
                               General Magic, Inc.
                               420 N. Mary Avenue
                               Sunnyvale, CA 94086
                     ---------------------------------------
                     (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>   2

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                          Proposed maximum   Proposed maximum
Title of Securities     Amount to be       offering price        aggregate         Amount of
to be registered(1)     registered(2)       per share(3)     offering price(3)  registration fee
--------------------- ------------------ ------------------ ------------------ ------------------
<S>                   <C>                <C>                <C>                <C>
Amended and Restated
1995 Employee Stock Purchase Plan

Common Stock,               500,000            $2.8422         $1,421,100          $375.17
Par Value $0.001

Individual Stock
Option Agreement

Common Stock                 25,000            $.922            $   23,050          $  6.09
Par Value $0.001

TOTALS                      525,000                             $1,444,150          $381.26
</TABLE>


(1) The securities to be registered include options to acquire Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
    additional securities that may be offered or issued in connection with any
    stock split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee. The Amended and Restated 1995 Employee Stock Purchase Plan
    establishes a purchase price equal to 85% of the fair market value of the
    Common Stock, and therefore, the price of shares under this plan is based
    upon 85% of the average of the high and low prices of the Common Stock on
    December 20, 1999, as reported on the Nasdaq National Market. As to the
    shares under the Individual Stock Option Agreement, the price is based upon
    the exercise price set forth in the Individual Stock Option Agreement.


                                       2
<PAGE>   3


                                     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 latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1998 as filed with the Securities and
Exchange Commission on March 31, 1999.

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

        (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed 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 which provides
for


                                       3
<PAGE>   4

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.


                                       4
<PAGE>   5

        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 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.

        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.


                                       5
<PAGE>   6

                                    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 December 22,
1999.

                                       General Magic, Inc.

                                       By: /s/ Steven Markman
                                          ---------------------------------
                                          Steven Markman
                                          President, Chief Executive Officer and
                                          Chairman of the Board of Directors




                        SIGNATURES AND POWER OF ATTORNEY

        The officers and directors of General Magic, Inc. whose signatures
appear below, hereby constitute and appoint Steven Markman 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 his 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>
/s/ Steven Markman                 President, Chief Executive Officer,      December 22, 1999
------------------------           Chairman of the Board and Director
Steven Markman                     (Principal Executive Officer)


/s/  Rose M. Marcario              Chief Financial Officer                  December 22, 1999
------------------------           (Principal Financial and
Rose M. Marcario                   Accounting Officer)


                                   Director                                 December __, 1999
------------------------
Chet A. Huber


/s/  Philip D. Knell               Director                                 December 22, 1999
------------------------
Philip D. Knell


/s/  Roel Pieper                   Director                                 December 22, 1999
------------------------
Roel Pieper


/s/  Dennis F. Strigl              Director                                 December 22, 1999
------------------------
Dennis F. Strigl

/s/  Susan G. Swenson              Director                                 December 22, 1999
------------------------
Susan G. Swenson
</TABLE>


                                       6



<PAGE>   7


                                  EXHIBIT INDEX

<TABLE>
<S>      <C>
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 (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)
</TABLE>


<PAGE>   8


<TABLE>
<S>      <C>
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

4.16     Second Amended and Restated Bylaws of the Company are incorporated by
         reference to Exhibit 4.6 to the Company's Registration Statement on
         Form S-8 filed with the Securities and Exchange Commission on February
         6, 1998 (File No. 333-45751)

4.17     Amended and Restated 1995 Employee Stock Purchase Plan Effective as of
         February 1, 1999 and attached forms of agreement

4.18     Nonstatutory Stock Option Agreement dated as of May 28, 1999 between
         the Company and Philip D. Knell

5        Opinion re legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of KPMG LLP

24       Power of Attorney (included in signature pages to this registration
         statement)
</TABLE>
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{"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": "333-93479", "film-number": "99779547"}, "business-address": {"street1": "420 N MARY AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087744000"}, "mail-address": {"street1": "420 N MARY AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
1

                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
    of incorporation or organization)                   Identification No.)

                               420 N. Mary Avenue
                               Sunnyvale, CA 94086
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                               GENERAL MAGIC, INC.
                    AMENDED AND RESTATED 1995 EMPLOYEE STOCK
                               PURCHASE PLAN AND
                        INDIVIDUAL STOCK OPTION AGREEMENT
                    ----------------------------------------
                            (Full title of the plan)

                                 Steven Markman
    President, Chief Executive Officer and Chairman of the Board of Directors
                               General Magic, Inc.
                               420 N. Mary Avenue
                               Sunnyvale, CA 94086
                     ---------------------------------------
                     (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.
2

                         CALCULATION OF REGISTRATION FEE
Proposed maximum   Proposed maximum
Title of Securities     Amount to be       offering price        aggregate         Amount of
to be registered(1)     registered(2)       per share(3)     offering price(3)  registration fee
--------------------- ------------------ ------------------ ------------------ ------------------
Amended and Restated
1995 Employee Stock Purchase Plan

Common Stock,               500,000            $2.8422         $1,421,100          $375.17
Par Value $0.001

Individual Stock
Option Agreement

Common Stock                 25,000            $.922            $   23,050          $  6.09
Par Value $0.001

TOTALS                      525,000                             $1,444,150          $381.26
(1) The securities to be registered include options to acquire Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
    additional securities that may be offered or issued in connection with any
    stock split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee. The Amended and Restated 1995 Employee Stock Purchase Plan
    establishes a purchase price equal to 85% of the fair market value of the
    Common Stock, and therefore, the price of shares under this plan is based
    upon 85% of the average of the high and low prices of the Common Stock on
    December 20, 1999, as reported on the Nasdaq National Market. As to the
    shares under the Individual Stock Option Agreement, the price is based upon
    the exercise price set forth in the Individual Stock Option Agreement.

                                       2
3

                                     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 latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1998 as filed with the Securities and
Exchange Commission on March 31, 1999.

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

        (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed 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 which provides
for

                                       3
4

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.

                                       4
5

        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 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.

        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.

                                       5
6

                                    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 December 22,
1999.

                                       General Magic, Inc.

                                       By: /s/ Steven Markman
                                          ---------------------------------
                                          Steven Markman
                                          President, Chief Executive Officer and
                                          Chairman of the Board of Directors

                        SIGNATURES AND POWER OF ATTORNEY

        The officers and directors of General Magic, Inc. whose signatures
appear below, hereby constitute and appoint Steven Markman 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 his 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
       ---------                                -----                             ----
/s/ Steven Markman                 President, Chief Executive Officer,      December 22, 1999
------------------------           Chairman of the Board and Director
Steven Markman                     (Principal Executive Officer)

/s/  Rose M. Marcario              Chief Financial Officer                  December 22, 1999
------------------------           (Principal Financial and
Rose M. Marcario                   Accounting Officer)

                                   Director                                 December __, 1999
------------------------
Chet A. Huber

/s/  Philip D. Knell               Director                                 December 22, 1999
------------------------
Philip D. Knell

/s/  Roel Pieper                   Director                                 December 22, 1999
------------------------
Roel Pieper

/s/  Dennis F. Strigl              Director                                 December 22, 1999
------------------------
Dennis F. Strigl

/s/  Susan G. Swenson              Director                                 December 22, 1999
------------------------
Susan G. Swenson
6
7

                                  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 (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)
8
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

4.16     Second Amended and Restated Bylaws of the Company are incorporated by
         reference to Exhibit 4.6 to the Company's Registration Statement on
         Form S-8 filed with the Securities and Exchange Commission on February
         6, 1998 (File No. 333-45751)

4.17     Amended and Restated 1995 Employee Stock Purchase Plan Effective as of
         February 1, 1999 and attached forms of agreement

4.18     Nonstatutory Stock Option Agreement dated as of May 28, 1999 between
         the Company and Philip D. Knell

5        Opinion re legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of KPMG LLP

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