<PAGE>
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
                           -------------------

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                        ADOBE SYSTEMS INCORPORATED
          (Exact name of registrant as specified in its charter)

             California                            77-0019522
  (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)             Identification No.)

                           1585 Charleston Road
                     Mountain View, California  94043
      (Address, including zip code, of principal executive offices)

                       Frame Technology Corporation
                     1994 Directors Stock Option Plan
                         (Full title of the plan)

                            Colleen M. Pouliot
              Vice President, General Counsel and Secretary
                        Adobe Systems Incorporated
                           1585 Charleston Road
                     Mountain View, California  94043
                             (415)  961-4400
        (Name, address, including zip code, and telephone number,
                including area code, of agent for service)

                                 Copy to:

                         Michael J. Kennedy, Esq.
                           Shearman & Sterling
                    555 California Street, 20th Floor
                     San Francisco, California  94104

                     CALCULATION OF REGISTRATION FEE
                                        Average        Maximum
                            Amount      Offering       Aggregate     Amount of
Title of Securities           to         Price         Offering     Registration
to Be Be Registered     Be Registered  Per Share(1)     Price(1)        Fee

Common Stock, no       65,000 shares    $28.29       $1,838,850.00    $634.09
par value
(including
associated Common
Stock Purchase Rights)


(1)  Computed in accordance with Rule 457(h) solely for the purpose of
     computing the amount of the registration fee based on the average of the
     actual prices at which the options granted under the plan may be
     exercised.




<PAGE>
                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents are incorporated by reference in the
Registration Statement:

          (a)  The Registrant's annual report on Form 10-K for the fiscal year
     ended November 25, 1994;

          (b)  The amendment on Form 10-K/A to the Registrant's annual report
     on Form 10-K for the fiscal year ended November 25, 1994, filed with the
     Securities and Exchange Commission (the "COMMISSION") on June 29, 1995;

          (c)  All other reports filed by the Registrant pursuant to
     Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
     amended (the "EXCHANGE ACT"), since November 25, 1994; and

          (d)  The description of the Registrant"s capital stock and
     associated common stock purchase rights, contained in the Registrant's
     Registration Statements on Form 8-A filed with the Commission on November
     14, 1986 and July 24, 1990, registering such shares and associated rights
     pursuant to Section 12 of the Exchange Act, including any amendment or
     report updating such descriptions.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, also 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.

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 317 of the California General Corporation Law authorizes a
court to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for



                                       2
<PAGE>

liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "SECURITIES ACT").  The Registrant's
Amended and Restated Articles of Incorporation and Restated By-Laws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the California General Corporation Law.  In
addition, the Registrant has entered into Indemnity Agreements with all its
directors and officers.  The Registrant has also purchased and maintains
insurance for its officers and directors against liabilities which an officer
or a director may incur in his or her capacity as such.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

Exhibit No.                      Description
- -----------                      -----------
  5.1         Opinion of Shearman & Sterling as to the legality of the
              Registrant's Common Stock being registered hereby.
  23.1        Consent of Shearman & Sterling with respect to the legality of
              the securities being registered (contained in Exhibit 5.1).
  23.2        Consent of KPMG Peat Marwick LLP, independent auditors, with
              respect to the consolidated financial statements of the
              Registrant.
  23.3        Consent of Ernst & Young LLP, independent auditors, with respect
              to the consolidated financial statements of Aldus Corporation.
  24.1        Power of Attorney (included on page 6).

ITEM 9.   UNDERTAKINGS.

          (a)  The 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;

                    (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



                                       3
<PAGE>

                    (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 Exchange Act, that are
     incorporated by reference in the Registration Statement.

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

          (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

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



                                      4
<PAGE>
                                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 the 27th day of October, 1995.

                                   ADOBE SYSTEMS INCORPORATED



                                   By  /s/ M. Bruce Nakao
                                     ----------------------------
                                      M. Bruce Nakao
                                      Senior Vice President, Finance and
                                         Administration, Chief Financial
                                         Officer, Treasurer and Assistant
                                         Secretary




                                      5
<PAGE>
                       POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John E. Warnock and M. Bruce
Nakao, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to the
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

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


        Signature                    Title                      Date
        ---------                    -----                      ----

 /s/ John E. Warnock        Chairman of the Board and      October 27, 1995
 --------------------       Chief Executive Officer and
 John E. Warnock            Director (Principal
                            Executive Officer)

 /s/Charles M. Geschk       President and Director         October 27, 1995
 ------------------------
 Charles M. Geschke

 /s/ M. Bruce Nakao         Senior Vice President,         October 27, 1995
 ------------------------   Finance and Administration,
 M. Bruce Nakao             Chief Financial Officer,
                            Treasurer and Assistant
                            Secretary (Principal
                            Financial Officer)

 /s/ Michael Cully          Vice President and             October 27, 1995
 -------------------------  Controller (Principal
 Michael Cully              Accounting Officer)

 /s/ Willliam R. Hambrecht  Director                       October 27, 1995
 -------------------------
 Willliam R. Hambrecht

                            Director
 --------------------------
 Delbert W. Yocam

 /s/Robert Sedgewick        Director                       October 27, 1995
 --------------------------
 Robert Sedgewick

                            Director
 --------------------------
 William J. Spencer

 -------------------------- Director
 Paul Brainerd

 /s/ Gene P. Carter         Director                       October 27, 1995
 --------------------------
 Gene P. Carter


                                   6
<PAGE>


                                EXHIBIT INDEX

Exhibit No.                      Description
- -----------                      -----------

  5.1      Opinion of Shearman & Sterling as to the legality of the
           common stock, no par value, of Adobe Systems Incorporated
           being registered hereby.

  23.1     Consent of Shearman & Sterling with respect to the legality
           of the securities being registered (contained in Exhibit 5.1).

  23.2     Consent of KPMG Peat Marwick LLP, independent auditors, with
           respect to the consolidated financial statements of Adobe
           Systems Incorporated.

  23.3     Consent of Ernst & Young LLP, independent auditors, with
           respect to the consolidated financial statements of the Aldus
           Corporation

  24.1     Power of Attorney (included on page 6).



                                       7
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{"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": "033-63851", "film-number": "95586188"}, "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, D.C.  20549
                           -------------------

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                        ADOBE SYSTEMS INCORPORATED
          (Exact name of registrant as specified in its charter)

             California                            77-0019522
  (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)             Identification No.)

                           1585 Charleston Road
                     Mountain View, California  94043
      (Address, including zip code, of principal executive offices)

                       Frame Technology Corporation
                     1994 Directors Stock Option Plan
                         (Full title of the plan)

                            Colleen M. Pouliot
              Vice President, General Counsel and Secretary
                        Adobe Systems Incorporated
                           1585 Charleston Road
                     Mountain View, California  94043
                             (415)  961-4400
        (Name, address, including zip code, and telephone number,
                including area code, of agent for service)

                                 Copy to:

                         Michael J. Kennedy, Esq.
                           Shearman & Sterling
                    555 California Street, 20th Floor
                     San Francisco, California  94104

                     CALCULATION OF REGISTRATION FEE
                                        Average        Maximum
                            Amount      Offering       Aggregate     Amount of
Title of Securities           to         Price         Offering     Registration
to Be Be Registered     Be Registered  Per Share(1)     Price(1)        Fee

Common Stock, no       65,000 shares    $28.29       $1,838,850.00    $634.09
par value
(including
associated Common
Stock Purchase Rights)

(1)  Computed in accordance with Rule 457(h) solely for the purpose of
     computing the amount of the registration fee based on the average of the
     actual prices at which the options granted under the plan may be
     exercised.
PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents are incorporated by reference in the
Registration Statement:

          (a)  The Registrant's annual report on Form 10-K for the fiscal year
     ended November 25, 1994;

          (b)  The amendment on Form 10-K/A to the Registrant's annual report
     on Form 10-K for the fiscal year ended November 25, 1994, filed with the
     Securities and Exchange Commission (the "COMMISSION") on June 29, 1995;

          (c)  All other reports filed by the Registrant pursuant to
     Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
     amended (the "EXCHANGE ACT"), since November 25, 1994; and

          (d)  The description of the Registrant"s capital stock and
     associated common stock purchase rights, contained in the Registrant's
     Registration Statements on Form 8-A filed with the Commission on November
     14, 1986 and July 24, 1990, registering such shares and associated rights
     pursuant to Section 12 of the Exchange Act, including any amendment or
     report updating such descriptions.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, also 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.

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 317 of the California General Corporation Law authorizes a
court to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for

                                       2
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "SECURITIES ACT").  The Registrant's
Amended and Restated Articles of Incorporation and Restated By-Laws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the California General Corporation Law.  In
addition, the Registrant has entered into Indemnity Agreements with all its
directors and officers.  The Registrant has also purchased and maintains
insurance for its officers and directors against liabilities which an officer
or a director may incur in his or her capacity as such.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

Exhibit No.                      Description
- -----------                      -----------
  5.1         Opinion of Shearman & Sterling as to the legality of the
              Registrant's Common Stock being registered hereby.
  23.1        Consent of Shearman & Sterling with respect to the legality of
              the securities being registered (contained in Exhibit 5.1).
  23.2        Consent of KPMG Peat Marwick LLP, independent auditors, with
              respect to the consolidated financial statements of the
              Registrant.
  23.3        Consent of Ernst & Young LLP, independent auditors, with respect
              to the consolidated financial statements of Aldus Corporation.
  24.1        Power of Attorney (included on page 6).

ITEM 9.   UNDERTAKINGS.

          (a)  The 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;

                    (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

                                       3
(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 Exchange Act, that are
     incorporated by reference in the Registration Statement.

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

          (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

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

                                      4
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 the 27th day of October, 1995.

                                   ADOBE SYSTEMS INCORPORATED

                                   By  /s/ M. Bruce Nakao
                                     ----------------------------
                                      M. Bruce Nakao
                                      Senior Vice President, Finance and
                                         Administration, Chief Financial
                                         Officer, Treasurer and Assistant
                                         Secretary

                                      5
POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John E. Warnock and M. Bruce
Nakao, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to the
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

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

        Signature                    Title                      Date
        ---------                    -----                      ----

 /s/ John E. Warnock        Chairman of the Board and      October 27, 1995
 --------------------       Chief Executive Officer and
 John E. Warnock            Director (Principal
                            Executive Officer)

 /s/Charles M. Geschk       President and Director         October 27, 1995
 ------------------------
 Charles M. Geschke

 /s/ M. Bruce Nakao         Senior Vice President,         October 27, 1995
 ------------------------   Finance and Administration,
 M. Bruce Nakao             Chief Financial Officer,
                            Treasurer and Assistant
                            Secretary (Principal
                            Financial Officer)

 /s/ Michael Cully          Vice President and             October 27, 1995
 -------------------------  Controller (Principal
 Michael Cully              Accounting Officer)

 /s/ Willliam R. Hambrecht  Director                       October 27, 1995
 -------------------------
 Willliam R. Hambrecht

                            Director
 --------------------------
 Delbert W. Yocam

 /s/Robert Sedgewick        Director                       October 27, 1995
 --------------------------
 Robert Sedgewick

                            Director
 --------------------------
 William J. Spencer

 -------------------------- Director
 Paul Brainerd

 /s/ Gene P. Carter         Director                       October 27, 1995
 --------------------------
 Gene P. Carter

                                   6
EXHIBIT INDEX

Exhibit No.                      Description
- -----------                      -----------

  5.1      Opinion of Shearman & Sterling as to the legality of the
           common stock, no par value, of Adobe Systems Incorporated
           being registered hereby.

  23.1     Consent of Shearman & Sterling with respect to the legality
           of the securities being registered (contained in Exhibit 5.1).

  23.2     Consent of KPMG Peat Marwick LLP, independent auditors, with
           respect to the consolidated financial statements of Adobe
           Systems Incorporated.

  23.3     Consent of Ernst & Young LLP, independent auditors, with
           respect to the consolidated financial statements of the Aldus
           Corporation

  24.1     Power of Attorney (included on page 6).

                                       7