<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
    TITLE OF                            MAXIMUM          MAXIMUM
  SECURITIES TO       AMOUNT TO BE   OFFERING PRICE     AGGREGATE            AMOUNT OF
  BE REGISTERED        REGISTERED     PER SHARE(1)    OFFERING PRICE     REGISTRATION FEE(1)
                                                           (1)
--------------------------------------------------------------------------------------------
<S>                    <C>             <C>            <C>                     <C>
Stock Option and 
Common Stock 
(without par value)    5,600,000       $45.875        $256,900,000            $77,848
--------------------------------------------------------------------------------------------
</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 (the "Plan"), along with
          the Form S-8 for 3.6 million shares being filed on May 30, 1997
          immediately prior to this Form S-8 with respect to the 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 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
-------------------------          Chief Executive Officer 
John E. Warnock                    (Principal Executive Officer)


/s/ CHARLES M. GESCHKE             President and Director
-------------------------
Charles M. Geschke

/s/ P. JACKSON BELL                Executive Vice President,
-------------------------          Chief Financial Officer and
P. Jackson Bell                    Chief Administrative Officer
                                   (Principal Financial Officer)

                                   
/s/ WILLIAM R. HAMBRECHT           Director
-------------------------
William R. Hambrecht

/s/ WILLIAM R. HAMBRECHT           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": 9460}]
{"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": "333-28207", "film-number": "97617470"}, "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
    TITLE OF                            MAXIMUM          MAXIMUM
  SECURITIES TO       AMOUNT TO BE   OFFERING PRICE     AGGREGATE            AMOUNT OF
  BE REGISTERED        REGISTERED     PER SHARE(1)    OFFERING PRICE     REGISTRATION FEE(1)
                                                           (1)
--------------------------------------------------------------------------------------------
Stock Option and 
Common Stock 
(without par value)    5,600,000       $45.875        $256,900,000            $77,848
--------------------------------------------------------------------------------------------
-----------------
(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 (the "Plan"), along with
          the Form S-8 for 3.6 million shares being filed on May 30, 1997
          immediately prior to this Form S-8 with respect to the 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 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
-------------------------          Chief Executive Officer 
John E. Warnock                    (Principal Executive Officer)

/s/ CHARLES M. GESCHKE             President and Director
-------------------------
Charles M. Geschke

/s/ P. JACKSON BELL                Executive Vice President,
-------------------------          Chief Financial Officer and
P. Jackson Bell                    Chief Administrative Officer
                                   (Principal Financial Officer)

                                   
/s/ WILLIAM R. HAMBRECHT           Director
-------------------------
William R. Hambrecht

/s/ WILLIAM R. HAMBRECHT           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.