<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549
                                           
                            _____________________________
                                           
                                           
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                           
                            _____________________________
                                           
                                           
                              ADOBE SYSTEMS INCORPORATED
                (Exact Name of Registrant as Specified in its Charter)
                                           

DELAWARE                                                   77-0019522
(State of Other Jurisdiction                               (IRS Employer
of Incorporation)                                          Identification No.)


                            _____________________________
                                           

                                   345 PARK AVENUE
                             SAN JOSE, CALIFORNIA  95110
                                    (408) 536-6000
            (Address and telephone number of principal executive offices)
                                           
                            _____________________________
                                           

                              ADOBE SYSTEMS INCORPORATED
                                1994 STOCK OPTION PLAN
                               (Full title of the plan)
                                           
                                           
                                   P. JACKSON BELL
                EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
                             CHIEF ADMINISTRATIVE OFFICER
                              ADOBE SYSTEMS INCORPORATED
                                   345 PARK AVENUE
                             SAN JOSE, CALIFORNIA  95110
                                    (408) 536-6000
(Name, address  and telephone number, including area code, of agent for service)

                                            Total Number of Pages:        58
                                            Exhibit Index at Page:         6

<PAGE>
                                           
                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
                                          PROPOSED          PROPOSED  
                                          MAXIMUM           MAXIMUM  
TITLE OF SECURITIES     AMOUNT TO BE    OFFERING PRICE      AGGREGATE           AMOUNT OF
 TO BE REGISTERED        REGISTERED      PER SHARE(1)     OFFERING PRICE    REGISTRATION FEE(1)
                                                              (1) 
-----------------------------------------------------------------------------------------------
<C>                       <S>            <S>                <S>                <S>          
Stock Option and                  
 Common Stock                
(without par value)       3,600,000       $45.875          $165,150,000          $50,045
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
</TABLE>
















-------------------------------
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee. The price is based upon the average of the high and low
    prices of Common Stock on May 23, 1997 as reported on the National
    Association of Securities Dealers Automated Quotations System.

<PAGE>


                                       PART II
                                           
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The Registrant hereby incorporates by reference in this registration
statement:

    (a)  The contents of the Registration Statement on Form S-8 (No. 33-83030,
         effective August 18, 1994) previously filed with respect to the Adobe
         Systems Incorporated 1994 Stock Option Plan.

    (b)  The Registrant's latest annual report on Form 10-K, filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act") containing audited financial statements
         for the Registrant's latest fiscal year ended November 29, 1996.

    (c)  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's document referred to in (b) above.
         

ITEM 8.       EXHIBITS

EXHIBIT 
NUMBER   DOCUMENT

4.1      Certificate of Incorporation of Registrant.

4.2      Bylaws of Registrant.

4.3      1994 Stock Option Plan, as amended

4.4      Shareholder Rights Plan, as amended, is incorporated by reference to
         Exhibit No. 4.1 filed with Registrant's Form 10-Q for the quarter
         ended May 31, 1996.
    
4.5      Agreement and Plan of Merger dated May 30, 1997 by and between Adobe
         Systems Incorporated, a California corporation, and Adobe Systems
         (Delaware) Incorporated, a Delaware corporation.
    
5        Opinion of Gray Cary Ware & Freidenrich, a Professional Corporation,
         as to the legality of securities being registered.

23.1     Consent of Gray Cary Ware & Freidenrich (contained in Exhibit 5
         hereto)

23.2     Consent of KPMG Peat Marwick LLP, Independent Auditors

23.3     Consent of Ernst & Young LLP, Independent Auditors

24.1     Power of Attorney is contained on the signature page.


<PAGE>



                                 SIGNATURES:


    Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable ground 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 San Jose, State of California, on 
this 30th day of May, 1997.


                                  ADOBE SYSTEMS INCORPORATED
                                       (Registrant)


                                  By:  /s/ P. Jackson Bell
                                     ------------------------------
                                       P. Jackson Bell
                                       Executive Vice President, 
                                       Chief Financial Officer and
                                       Chief Administrative Officer


<PAGE>

                                POWER OF ATTORNEY
                                           
    The officers and directors of Adobe Systems Incorporated whose signatures
appear below hereby constitute and appoint John E. Warnock and P. Jackson Bell,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, 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 below by the following persons in
the capacities indicated on May 30, 1997.

Signature                         Title

/s/ John E. Warnock
------------------------          Chairman of the Board and         
John E. Warnock                   Chief Executive Officer           
                                  (Principal Executive Officer)     
                                                                    
/s/ Charles M. Geschke
------------------------          President and Director             
Charles M. Geschke                                                   
                                                                     
/s/ P. Jackson Bell                   
------------------------          Executive Vice President,          
P. Jackson Bell                   Chief Financial Officer and        
                                  Chief Administrative Officer       
                                  (Principal Financial Officer)      
                                                                     
/s/ William R. Hambrecht  
------------------------          Director                           
William R. Hambrecht                                                 

/s/ Robert Sedgewick 
------------------------          Director                           
Robert Sedgewick                                                     

/s/ William J. Spencer 
------------------------          Director                           
William J. Spencer                                                   

/s/ Gene P. Carter
------------------------          Director                       
Gene P. Carter                                                   

/s/ Delbert W. Yocam
------------------------          Director                       
Delbert W. Yocam


<PAGE>

                                    EXHIBIT INDEX
                                           

EXHIBIT                                               SEQUENTIAL
NUMBER                  DESCRIPTION                   PAGE NUMBER

4.1      Certificate of Incorporation of Registrant.

4.2      Bylaws of Registrant.

4.3      1994 Stock Option Plan, as amended

4.4      Shareholder Rights Plan, as amended, is incorporated
         by reference to Exhibit No. 4.1 filed with
         Registrant's Form 10-Q for the quarter ended
         May 31, 1996.
         
4.5      Agreement and Plan of Merger dated May 30, 1997 
         by and between Adobe Systems Incorporated, a 
         California corporation, and Adobe Systems (Delaware)
         Incorporated, a Delaware corporation.
5        Opinion of Gray Cary Ware & Freidenrich, a 
         Professional Corporation, as to the legality of 
         securities being registered.

23.1     Consent of Gray Cary Ware & Freidenrich 
         (contained in Exhibit 5 hereto)

23.2     Consent of KPMG Peat Marwick LLP, 
         Independent Auditors

23.3     Consent of Ernst & Young LLP,
         Independent Auditors

24.1     Power of Attorney is contained on the signature page.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10848}]
{"company-data": {"conformed-name": "ADOBE SYSTEMS INC", "cik": "0000796343", "assigned-sic": "7372", "irs-number": "770019522", "state-of-incorporation": "CA", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28195", "film-number": "97617438"}, "business-address": {"street1": "1585 CHARLESTON RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-1225", "phone": "4159614400"}, "mail-address": {"street1": "P.O. BOX 7900", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94039-7900"}}
SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549
                                           
                            _____________________________
                                           
                                           
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                           
                            _____________________________
                                           
                                           
                              ADOBE SYSTEMS INCORPORATED
                (Exact Name of Registrant as Specified in its Charter)
                                           

DELAWARE                                                   77-0019522
(State of Other Jurisdiction                               (IRS Employer
of Incorporation)                                          Identification No.)

                            _____________________________
                                           

                                   345 PARK AVENUE
                             SAN JOSE, CALIFORNIA  95110
                                    (408) 536-6000
            (Address and telephone number of principal executive offices)
                                           
                            _____________________________
                                           

                              ADOBE SYSTEMS INCORPORATED
                                1994 STOCK OPTION PLAN
                               (Full title of the plan)
                                           
                                           
                                   P. JACKSON BELL
                EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
                             CHIEF ADMINISTRATIVE OFFICER
                              ADOBE SYSTEMS INCORPORATED
                                   345 PARK AVENUE
                             SAN JOSE, CALIFORNIA  95110
                                    (408) 536-6000
(Name, address  and telephone number, including area code, of agent for service)

                                            Total Number of Pages:        58
                                            Exhibit Index at Page:         6
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
                                          PROPOSED          PROPOSED  
                                          MAXIMUM           MAXIMUM  
TITLE OF SECURITIES     AMOUNT TO BE    OFFERING PRICE      AGGREGATE           AMOUNT OF
 TO BE REGISTERED        REGISTERED      PER SHARE(1)     OFFERING PRICE    REGISTRATION FEE(1)
                                                              (1) 
-----------------------------------------------------------------------------------------------
Stock Option and                  
 Common Stock                
(without par value)       3,600,000       $45.875          $165,150,000          $50,045
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-------------------------------
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee. The price is based upon the average of the high and low
    prices of Common Stock on May 23, 1997 as reported on the National
    Association of Securities Dealers Automated Quotations System.
PART II
                                           
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The Registrant hereby incorporates by reference in this registration
statement:

    (a)  The contents of the Registration Statement on Form S-8 (No. 33-83030,
         effective August 18, 1994) previously filed with respect to the Adobe
         Systems Incorporated 1994 Stock Option Plan.

    (b)  The Registrant's latest annual report on Form 10-K, filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act") containing audited financial statements
         for the Registrant's latest fiscal year ended November 29, 1996.

    (c)  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's document referred to in (b) above.
         

ITEM 8.       EXHIBITS

EXHIBIT 
NUMBER   DOCUMENT

4.1      Certificate of Incorporation of Registrant.

4.2      Bylaws of Registrant.

4.3      1994 Stock Option Plan, as amended

4.4      Shareholder Rights Plan, as amended, is incorporated by reference to
         Exhibit No. 4.1 filed with Registrant's Form 10-Q for the quarter
         ended May 31, 1996.
    
4.5      Agreement and Plan of Merger dated May 30, 1997 by and between Adobe
         Systems Incorporated, a California corporation, and Adobe Systems
         (Delaware) Incorporated, a Delaware corporation.
    
5        Opinion of Gray Cary Ware & Freidenrich, a Professional Corporation,
         as to the legality of securities being registered.

23.1     Consent of Gray Cary Ware & Freidenrich (contained in Exhibit 5
         hereto)

23.2     Consent of KPMG Peat Marwick LLP, Independent Auditors

23.3     Consent of Ernst & Young LLP, Independent Auditors

24.1     Power of Attorney is contained on the signature page.
SIGNATURES:

    Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable ground 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 San Jose, State of California, on 
this 30th day of May, 1997.

                                  ADOBE SYSTEMS INCORPORATED
                                       (Registrant)

                                  By:  /s/ P. Jackson Bell
                                     ------------------------------
                                       P. Jackson Bell
                                       Executive Vice President, 
                                       Chief Financial Officer and
                                       Chief Administrative Officer
POWER OF ATTORNEY
                                           
    The officers and directors of Adobe Systems Incorporated whose signatures
appear below hereby constitute and appoint John E. Warnock and P. Jackson Bell,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, 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 below by the following persons in
the capacities indicated on May 30, 1997.

Signature                         Title

/s/ John E. Warnock
------------------------          Chairman of the Board and         
John E. Warnock                   Chief Executive Officer           
                                  (Principal Executive Officer)     
                                                                    
/s/ Charles M. Geschke
------------------------          President and Director             
Charles M. Geschke                                                   
                                                                     
/s/ P. Jackson Bell                   
------------------------          Executive Vice President,          
P. Jackson Bell                   Chief Financial Officer and        
                                  Chief Administrative Officer       
                                  (Principal Financial Officer)      
                                                                     
/s/ William R. Hambrecht  
------------------------          Director                           
William R. Hambrecht                                                 

/s/ Robert Sedgewick 
------------------------          Director                           
Robert Sedgewick                                                     

/s/ William J. Spencer 
------------------------          Director                           
William J. Spencer                                                   

/s/ Gene P. Carter
------------------------          Director                       
Gene P. Carter                                                   

/s/ Delbert W. Yocam
------------------------          Director                       
Delbert W. Yocam
EXHIBIT INDEX
                                           

EXHIBIT                                               SEQUENTIAL
NUMBER                  DESCRIPTION                   PAGE NUMBER

4.1      Certificate of Incorporation of Registrant.

4.2      Bylaws of Registrant.

4.3      1994 Stock Option Plan, as amended

4.4      Shareholder Rights Plan, as amended, is incorporated
         by reference to Exhibit No. 4.1 filed with
         Registrant's Form 10-Q for the quarter ended
         May 31, 1996.
         
4.5      Agreement and Plan of Merger dated May 30, 1997 
         by and between Adobe Systems Incorporated, a 
         California corporation, and Adobe Systems (Delaware)
         Incorporated, a Delaware corporation.
5        Opinion of Gray Cary Ware & Freidenrich, a 
         Professional Corporation, as to the legality of 
         securities being registered.

23.1     Consent of Gray Cary Ware & Freidenrich 
         (contained in Exhibit 5 hereto)

23.2     Consent of KPMG Peat Marwick LLP, 
         Independent Auditors

23.3     Consent of Ernst & Young LLP,
         Independent Auditors

24.1     Power of Attorney is contained on the signature page.