<PAGE>

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               CIDCO INCORPORATED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Delaware                              13-3500734
   ---------------------------------    ------------------------------------
     (State or other jurisdiction       (I.R.S. employer identification no.)
   of incorporation or organization)


                               220 Cochrane Circle
                              Morgan Hill, CA 95037
                    ----------------------------------------
                    (Address of principal executive offices)

                               CIDCO INCORPORATED
                            Amended and Restated 1998
                         Nonstatutory Stock Option Plan
                         ------------------------------
                            (Full title of the plan)

                                 Richard D. Kent
                             Vice President Finance,
               Chief Operating Officer and Chief Financial Officer
                               220 Cochrane Circle
                              Morgan Hill, CA 95037
               ---------------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (408) 779-1162.

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.



<PAGE>

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

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
    Title of         Amount     Proposed maximum  Proposed maximum    Amount of
  Securities to      to be       offering price  aggregate offering registration
 be registered(1) registered(2)    per share(3)       price(3)          fee
----------------- ------------- ---------------- ------------------ ------------
Amended and
Restated 1998
Nonstatutory
Stock Option Plan
Common Stock,        303,246         $ 4.18       $ 1,267,568.28
par value $ 0.01     396,754         $ 2.1832     $   866,193.33

TOTALS               700,000                      $ 2,133,761.61      $ 593.19


(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. As to shares subject to outstanding but  unexercised  options
under the Amended and Restated 1998 Nonstatutory Stock Option Plan, the price is
computed  on the  basis  of  the  weighted  average  exercise  price.  As to the
remaining shares under the Amended and Restated 1998  Nonstatutory  Stock Option
Plan,  the price is based  upon the  average  of the high and low  prices of the
Common Stock on February 1, 1999, as reported on the Nasdaq National Market.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                  CIDCO  Incorporated  (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,  1997 as  filed  with  the  Securities  and  Exchange
Commission on March 31, 1998.

(b) The Registrant's  Current Report on Form 8-K filed February 12, 1997 for the
period ending January 27, 1997.

(c) The  description  of the Company's  Common Stock  contained in the Company's
Registration  Statement on Form 8-A filed on February 4, 1997 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  102(b)  of  the  Delaware  General   Corporation  Law
authorizes a corporation to provide in its Certificate of  Incorporation  that a
director of the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change  directors'  duty of care, it
enables  corporations  to limit available  relief to equitable  remedies such as
injunction  or  rescission.  The statute has no effect on a  director's  duty of
loyalty  or  liability  for acts or  omissions  not in good  faith or  involving
intentional  misconduct  or  knowing  violations  of  law,  illegal  payment  of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit.  As permitted by the statute,
the Company has adopted  provisions in its  Certificate of  Incorporation  which
eliminate  to the fullest  extent  permissible  under  Delaware law the personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach or alleged breach of their duty of care.

                  Section  145 of the  General  Corporation  Law of the State of
Delaware provides for the indemnification of officers, directors,  employees and
agents of a corporation.  The Bylaws of the Company provide for  indemnification
of its directors, officers, employees and agents to the full extent permitted by
under Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification  agreements with its directors and officers and
to purchase  insurance  on behalf of any person whom it is required or permitted
to  indemnify.  The Company has entered into  agreements  with its directors and
certain of its  executive  officers  that require the Company to indemnify  such
persons to the fullest extent  permitted  under  Delaware law against  expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including  expenses of a derivative  action) in connection with any proceeding,
whether  actual or  threatened,  to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of  the  Company  or  any of its  affiliated  enterprises.  The  indemnification
agreements  also set forth certain  procedures that will apply in the event of a
claim for indemnification thereunder.

                  Section  145 of the  General  Corporation  Law of the State of
Delaware provides for  indemnification  in terms sufficiently broad to indemnify
such  individuals,  under  certain  circumstances,  for  liabilities  (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 7.  Exemption From Registration Claimed

                  Inapplicable.
<PAGE>

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;

(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 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
offering.

                  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 (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act 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.



<PAGE>


                                    SIGNATURE

         Pursuant to the  requirements  of the  Securities  Act, 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 Town of Morgan  Hill,  State of  California,  on January 26,
1999.


                         CIDCO Incorporated
                         By: /s/
                             Richard D. Kent
                             Vice President Finance, Chief Operating Officer and
                             Chief Financial Officer


<PAGE>




                        SIGNATURES AND POWER OF ATTORNEY

         The  officers  and  directors of CIDCO  Incorporated  whose  signatures
appear below,  hereby constitute and appoint Paul G. Locklin and Richard D. Kent
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, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                       Title                               Date

/s/                 Chairman of the Board, Chief Executive      January 26, 1999
Paul G. Locklin     Officer and President (Principal
                    Executive Officer)

/s/                 Vice President Finance, Chief Operating     January 26, 1999
Richard D. Kent     Officer and Chief
                    Financial Officer (Principal
                    Financial and Accounting Officer)

/s/                 Director                                    January 26, 1999
Daniel L. Eilers

/s/                 Director                                    January 26, 1999
Joseph A. Graziano

/s/                 Director                                    January 26, 1999
Ernest K. Jacquet

/s/                 Director                                    January 26, 1999
Richard M. Moley



<PAGE>




                                  EXHIBIT INDEX

3.1         Certificate  of  Incorporation  of the  Company is  incorporated  by
            reference to Exhibit 3.1 to the Company's  Registration Statement on
            Form S-1  filed  with the  Securities  and  Exchange  Commission  on
            January 14, 1994 ( No. 33-74114).


3.2         Amended  &  Restated  Bylaws  of the  Company  are  incorporated  by
            reference to Exhibit 3.2 to the Company's  Quarterly Report filed on
            Form 10-Q filed  with the  Securities  and  Exchange  Commission  on
            August 14, 1997 (No.000-23296).


5           Opinion re: legality


23.1        Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 5)


23.2        Consent of PricewaterhouseCoopers LLP 24 Power of Attorney (included
            in signature pages to this registration statement)





<PAGE>




                                                                       EXHIBIT 5
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]


February 1, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

As legal counsel for CIDCO Incorporated, a Delaware corporation (the "Company"),
we are rendering  this opinion in  connection  with the  registration  under the
Securities Act, as amended,  of up to 700,000 shares of the Common Stock,  $0.01
par value,  of the  Company  which may be issued  pursuant  to the  exercise  of
options  granted  under  the  CIDCO  Incorporated   Amended  and  Restated  1998
Nonstatutory Stock Option Plan (the "Plan").

We have examined all instruments, documents and records which we deemed relevant
and  necessary  for the  basis of our  opinion  hereinafter  expressed.  In such
examination,  we  have  assumed  the  genuineness  of  all  signatures  and  the
authenticity of all documents submitted to us as originals and the conformity to
the  originals of all  documents  submitted to us as copies.  We are admitted to
practice  only in the State of California  and we express no opinion  concerning
any law other than the law of the State of California,  the corporation  laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware  corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in  jurisdictions  other than the State
of California.

Based on such  examination,  we are of the opinion  that the  700,000  shares of
Common Stock which may be issued upon exercise of options granted under the Plan
are duly  authorized  shares of the  Company's  Common  Stock,  and, when issued
against receipt of the consideration  therefor in accordance with the provisions
of the Plan, will be validly  issued,  fully paid and  nonassessable.  We hereby
consent  to the  filing  of  this  opinion  as an  exhibit  to the  Registration
Statement  referred to above and the use of our name wherever it appears in said
Registration Statement.

Respectfully submitted,

/s/
GRAY CARY WARE & FREIDENRICH LLP


<PAGE>




                                                                    EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS




We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of our report dated  January 19,  1998,  which  appears on
page 26 of CIDCO  Incorporated's  Annual  Report on Form 10-K for the year ended
December 31, 1997.




/s/
PricewaterhouseCoopers LLP
San Jose, California
February 1, 1999
[{"type": "S-8", "sequence": "1", "description": "1998 AMENDED STOCK OPTION PLAN", "secsgml_size_bytes": 18322}]
{"company-data": {"conformed-name": "CIDCO INC", "cik": "0000917639", "assigned-sic": "3661", "irs-number": "133500734", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71649", "film-number": "99519793"}, "business-address": {"street1": "220 COCHRANE CIRCLE", "city": "MORGAN HILL", "state": "CA", "zip": "95037", "phone": "4087791162"}, "mail-address": {"street1": "220 COCHRANE CIRCLE", "city": "MORGAN HILL", "state": "CA", "zip": "95037"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               CIDCO INCORPORATED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                              13-3500734
   ---------------------------------    ------------------------------------
     (State or other jurisdiction       (I.R.S. employer identification no.)
   of incorporation or organization)

                               220 Cochrane Circle
                              Morgan Hill, CA 95037
                    ----------------------------------------
                    (Address of principal executive offices)

                               CIDCO INCORPORATED
                            Amended and Restated 1998
                         Nonstatutory Stock Option Plan
                         ------------------------------
                            (Full title of the plan)

                                 Richard D. Kent
                             Vice President Finance,
               Chief Operating Officer and Chief Financial Officer
                               220 Cochrane Circle
                              Morgan Hill, CA 95037
               ---------------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (408) 779-1162.

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
    Title of         Amount     Proposed maximum  Proposed maximum    Amount of
  Securities to      to be       offering price  aggregate offering registration
 be registered(1) registered(2)    per share(3)       price(3)          fee
----------------- ------------- ---------------- ------------------ ------------
Amended and
Restated 1998
Nonstatutory
Stock Option Plan
Common Stock,        303,246         $ 4.18       $ 1,267,568.28
par value $ 0.01     396,754         $ 2.1832     $   866,193.33

TOTALS               700,000                      $ 2,133,761.61      $ 593.19

(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. As to shares subject to outstanding but  unexercised  options
under the Amended and Restated 1998 Nonstatutory Stock Option Plan, the price is
computed  on the  basis  of  the  weighted  average  exercise  price.  As to the
remaining shares under the Amended and Restated 1998  Nonstatutory  Stock Option
Plan,  the price is based  upon the  average  of the high and low  prices of the
Common Stock on February 1, 1999, as reported on the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                  CIDCO  Incorporated  (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,  1997 as  filed  with  the  Securities  and  Exchange
Commission on March 31, 1998.

(b) The Registrant's  Current Report on Form 8-K filed February 12, 1997 for the
period ending January 27, 1997.

(c) The  description  of the Company's  Common Stock  contained in the Company's
Registration  Statement on Form 8-A filed on February 4, 1997 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  102(b)  of  the  Delaware  General   Corporation  Law
authorizes a corporation to provide in its Certificate of  Incorporation  that a
director of the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change  directors'  duty of care, it
enables  corporations  to limit available  relief to equitable  remedies such as
injunction  or  rescission.  The statute has no effect on a  director's  duty of
loyalty  or  liability  for acts or  omissions  not in good  faith or  involving
intentional  misconduct  or  knowing  violations  of  law,  illegal  payment  of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit.  As permitted by the statute,
the Company has adopted  provisions in its  Certificate of  Incorporation  which
eliminate  to the fullest  extent  permissible  under  Delaware law the personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach or alleged breach of their duty of care.

                  Section  145 of the  General  Corporation  Law of the State of
Delaware provides for the indemnification of officers, directors,  employees and
agents of a corporation.  The Bylaws of the Company provide for  indemnification
of its directors, officers, employees and agents to the full extent permitted by
under Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification  agreements with its directors and officers and
to purchase  insurance  on behalf of any person whom it is required or permitted
to  indemnify.  The Company has entered into  agreements  with its directors and
certain of its  executive  officers  that require the Company to indemnify  such
persons to the fullest extent  permitted  under  Delaware law against  expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including  expenses of a derivative  action) in connection with any proceeding,
whether  actual or  threatened,  to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of  the  Company  or  any of its  affiliated  enterprises.  The  indemnification
agreements  also set forth certain  procedures that will apply in the event of a
claim for indemnification thereunder.

                  Section  145 of the  General  Corporation  Law of the State of
Delaware provides for  indemnification  in terms sufficiently broad to indemnify
such  individuals,  under  certain  circumstances,  for  liabilities  (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

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;

(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 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
offering.

                  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 (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act 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.
SIGNATURE

         Pursuant to the  requirements  of the  Securities  Act, 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 Town of Morgan  Hill,  State of  California,  on January 26,
1999.

                         CIDCO Incorporated
                         By: /s/
                             Richard D. Kent
                             Vice President Finance, Chief Operating Officer and
                             Chief Financial Officer
SIGNATURES AND POWER OF ATTORNEY

         The  officers  and  directors of CIDCO  Incorporated  whose  signatures
appear below,  hereby constitute and appoint Paul G. Locklin and Richard D. Kent
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, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                       Title                               Date

/s/                 Chairman of the Board, Chief Executive      January 26, 1999
Paul G. Locklin     Officer and President (Principal
                    Executive Officer)

/s/                 Vice President Finance, Chief Operating     January 26, 1999
Richard D. Kent     Officer and Chief
                    Financial Officer (Principal
                    Financial and Accounting Officer)

/s/                 Director                                    January 26, 1999
Daniel L. Eilers

/s/                 Director                                    January 26, 1999
Joseph A. Graziano

/s/                 Director                                    January 26, 1999
Ernest K. Jacquet

/s/                 Director                                    January 26, 1999
Richard M. Moley
EXHIBIT INDEX

3.1         Certificate  of  Incorporation  of the  Company is  incorporated  by
            reference to Exhibit 3.1 to the Company's  Registration Statement on
            Form S-1  filed  with the  Securities  and  Exchange  Commission  on
            January 14, 1994 ( No. 33-74114).

3.2         Amended  &  Restated  Bylaws  of the  Company  are  incorporated  by
            reference to Exhibit 3.2 to the Company's  Quarterly Report filed on
            Form 10-Q filed  with the  Securities  and  Exchange  Commission  on
            August 14, 1997 (No.000-23296).

5           Opinion re: legality

23.1        Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 5)

23.2        Consent of PricewaterhouseCoopers LLP 24 Power of Attorney (included
            in signature pages to this registration statement)
EXHIBIT 5
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]

February 1, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

As legal counsel for CIDCO Incorporated, a Delaware corporation (the "Company"),
we are rendering  this opinion in  connection  with the  registration  under the
Securities Act, as amended,  of up to 700,000 shares of the Common Stock,  $0.01
par value,  of the  Company  which may be issued  pursuant  to the  exercise  of
options  granted  under  the  CIDCO  Incorporated   Amended  and  Restated  1998
Nonstatutory Stock Option Plan (the "Plan").

We have examined all instruments, documents and records which we deemed relevant
and  necessary  for the  basis of our  opinion  hereinafter  expressed.  In such
examination,  we  have  assumed  the  genuineness  of  all  signatures  and  the
authenticity of all documents submitted to us as originals and the conformity to
the  originals of all  documents  submitted to us as copies.  We are admitted to
practice  only in the State of California  and we express no opinion  concerning
any law other than the law of the State of California,  the corporation  laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware  corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in  jurisdictions  other than the State
of California.

Based on such  examination,  we are of the opinion  that the  700,000  shares of
Common Stock which may be issued upon exercise of options granted under the Plan
are duly  authorized  shares of the  Company's  Common  Stock,  and, when issued
against receipt of the consideration  therefor in accordance with the provisions
of the Plan, will be validly  issued,  fully paid and  nonassessable.  We hereby
consent  to the  filing  of  this  opinion  as an  exhibit  to the  Registration
Statement  referred to above and the use of our name wherever it appears in said
Registration Statement.

Respectfully submitted,

/s/
GRAY CARY WARE & FREIDENRICH LLP
EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of our report dated  January 19,  1998,  which  appears on
page 26 of CIDCO  Incorporated's  Annual  Report on Form 10-K for the year ended
December 31, 1997.

/s/
PricewaterhouseCoopers LLP
San Jose, California
February 1, 1999