<PAGE>


       As filed with the Securities and Exchange Commission on January 14, 1997
                                                      Registration No. 33-______
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                           
                          SECURITIES AND EXCHANGE COMMISSION
                                           
                                Washington, D.C. 20549
                                ----------------------

                                       FORM S-8
                                ----------------------

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                               C-CUBE MICROSYSTEMS INC.
                  (Exact name of issuer as specified in its charter)

          DELAWARE                                       77-0192108
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)     

                                 1778 McCARTHY BLVD.
                                 MILPITAS, CA  95035
                       (Address of principal executive offices)
     
                                ----------------------
                               C-CUBE MICROSYSTEMS INC.
                        EMPLOYEE SAVINGS AND INVESTMENT  PLAN
                               (Full title of the plan)

                                ----------------------
                                    JAMES G. BURKE
                    VICE PRESIDENT OF FINANCE AND ADMINISTRATION, 
                        CHIEF FINANCIAL OFFICER AND SECRETARY
                               C-CUBE MICROSYSTEMS INC.
                                 1778 McCARTHY BLVD.
                                 MILPITAS, CA  95035
                                    (408) 944-6300
              (Name, address and telephone number of agent for service)

                                ----------------------
                                       Copy to:
                                 Aaron J. Alter, Esq.
                           Wilson Sonsini Goodrich & Rosati
                               Professional Corporation
                                  650 Page Mill Road
                             Palo Alto, California 94304


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

<PAGE>


                           CALCULATION OF REGISTRATION FEE
                                           
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
                                                     Proposed           Proposed
                                                      Maximum            Maximum         Amount of
Title of Securities to be       Amount to be       Offering Price       Aggregate       Registration
      Registered                 Registered         Per Share(1)     Offering Price(1)       Fee
----------------------------------------------------------------------------------------------------
<S>                             <C>                <C>               <C>                <C>

 Common Stock                    
 
     C-Cube Microsystems Inc.
     Employee Savings and 
     Investment Plan            50,000             $37.875          $1,893,750.00       $574.00
 
Interests in the 
C-Cube Microsystems Inc. 
Employee Savings and 
Investment Plan (2)

----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated in accordance with Rule 457(h) solely for the purpose of
    computing the amount of the registration fee based on the prices of the
    Company's Common Stock as reported on the Nasdaq National Market on 
    January 9, 1997.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.

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

                                       -2-

<PAGE>


                                     PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         C-Cube Microsystems Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above.

         (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (No. 0-23596), filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

         The Company hereby incorporates by reference in this Registration
Statement the contents of the Company's  Registration Statement on Form S-8
(Registration Nos. 33-81718,  33-89474 and 333-2812, 333-03677, 333-03877 and
333-03881). 

         All documents subsequently filed by the Company pursuant to Section 
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

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Delaware law authorizes corporations to eliminate the personal 
liability of directors to corporations and their stockholders for monetary 
damages for breach or alleged breach of the directors' "duty of care."  While 
the relevant statute does not change directors' duty of care, it enables 
corporations 

                                       -3-

<PAGE>

to limit available relief to equitable remedies such as injunction or 
rescission.  The statute has no effect on directors' duty of loyalty, acts or 
omissions not in good faith or involving intentional misconduct or knowing 
violations of law, illegal payment of dividends and approval of any 
transaction from which a director derives an improper personal benefit.  The 
Company has adopted provisions in its Certificate of Incorporation which 
eliminate 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.  The Bylaws of the Company provide for indemnification of its 
directors, officers, employees and agents to the full extent permitted by the 
General Corporation Law of the State of Delaware, the Company's state of 
incorporation, including those circumstances in which indemnification would 
otherwise be discretionary under Delaware Law.  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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

4.1(a)   C-Cube Microsystems Inc. Employee Savings and Investment Plan 
         (001 - Adoption Agreement)

4.1(b)   C-Cube Microsystems Inc. Employee Savings and Investment Plan 
         (02 - Basic Plan Document)

4.2      Summary Plan Description for the C-Cube Microsystems Inc.
         Employee Savings and Investment Plan

23.1     Consent of Independent Auditors                                  

23.2     Consent of Counsel 

24.1     Power of Attorney


ITEM 9.  UNDERTAKINGS

         (a)  RULE 415 OFFERING   The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                        (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                                       -4-

<PAGE>


                        (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 (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 of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
              REFERENCE

              The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       -5-

<PAGE>




         (d)  The registrant undertakes to submit or has submitted The C-Cube
Microsystems Inc.Employee Savings and Investment Plan (the "Plan") and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Plan.

                                       -6-

<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 Milpitas, State of California, on this 13th day of
January, 1997.


                               C-CUBE MICROSYSTEMS INC.



                               By: /S/ JAMES G. BURKE
                                   ---------------------------------------------
                                   James G. Burke
                                   Vice President of Finance and Administration,
                                   Chief Financial Officer and Secretary


                                       -7-

<PAGE>


                               EXHIBIT INDEX

Exhibit                                                       Edgar Header
Number                                                       Document Number
-------                                                      ---------------

4.1(a)       C-Cube Microsystems Inc. Employee Savings            Doc. 2
             and Investment Plan
             (001 - Adoption Agreement)

4.1(b)       C-Cube Microsystems Inc. Employee Savings            Doc. 3
             and Investment Plan                                  
             (02 - Basic Plan Document)

4.2          Summary Plan Description for the                     Doc. 4
             C-Cube Microsystems Inc.
             Employee Savings and Investment Plan

23.1         Consent of Independent Auditors                      Doc. 5

23.2         Consent of Counsel                                   Doc. 6

24.1         Power of Attorney                                    Doc. 7
[{"type": "S-8", "sequence": "1", "description": "EXHIBIT S-8", "secsgml_size_bytes": 14950}]
{"company-data": {"conformed-name": "C CUBE MICROSYSTEMS INC", "cik": "0000919870", "assigned-sic": "3577", "irs-number": "770192108", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19777", "film-number": "97505917"}, "business-address": {"street1": "1778 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "408-944-6300"}, "mail-address": {"street1": "1778 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on January 14, 1997
                                                      Registration No. 33-______
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                           
                          SECURITIES AND EXCHANGE COMMISSION
                                           
                                Washington, D.C. 20549
                                ----------------------

                                       FORM S-8
                                ----------------------

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                               C-CUBE MICROSYSTEMS INC.
                  (Exact name of issuer as specified in its charter)

          DELAWARE                                       77-0192108
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)     

                                 1778 McCARTHY BLVD.
                                 MILPITAS, CA  95035
                       (Address of principal executive offices)
     
                                ----------------------
                               C-CUBE MICROSYSTEMS INC.
                        EMPLOYEE SAVINGS AND INVESTMENT  PLAN
                               (Full title of the plan)

                                ----------------------
                                    JAMES G. BURKE
                    VICE PRESIDENT OF FINANCE AND ADMINISTRATION, 
                        CHIEF FINANCIAL OFFICER AND SECRETARY
                               C-CUBE MICROSYSTEMS INC.
                                 1778 McCARTHY BLVD.
                                 MILPITAS, CA  95035
                                    (408) 944-6300
              (Name, address and telephone number of agent for service)

                                ----------------------
                                       Copy to:
                                 Aaron J. Alter, Esq.
                           Wilson Sonsini Goodrich & Rosati
                               Professional Corporation
                                  650 Page Mill Road
                             Palo Alto, California 94304

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
                                                     Proposed           Proposed
                                                      Maximum            Maximum         Amount of
Title of Securities to be       Amount to be       Offering Price       Aggregate       Registration
      Registered                 Registered         Per Share(1)     Offering Price(1)       Fee
----------------------------------------------------------------------------------------------------
Common Stock                    
 
     C-Cube Microsystems Inc.
     Employee Savings and 
     Investment Plan            50,000             $37.875          $1,893,750.00       $574.00
 
Interests in the 
C-Cube Microsystems Inc. 
Employee Savings and 
Investment Plan (2)

----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
    computing the amount of the registration fee based on the prices of the
    Company's Common Stock as reported on the Nasdaq National Market on 
    January 9, 1997.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.

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

                                       -2-
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         C-Cube Microsystems Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above.

         (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (No. 0-23596), filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

         The Company hereby incorporates by reference in this Registration
Statement the contents of the Company's  Registration Statement on Form S-8
(Registration Nos. 33-81718,  33-89474 and 333-2812, 333-03677, 333-03877 and
333-03881). 

         All documents subsequently filed by the Company pursuant to Section 
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

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Delaware law authorizes corporations to eliminate the personal 
liability of directors to corporations and their stockholders for monetary 
damages for breach or alleged breach of the directors' "duty of care."  While 
the relevant statute does not change directors' duty of care, it enables 
corporations 

                                       -3-
to limit available relief to equitable remedies such as injunction or 
rescission.  The statute has no effect on directors' duty of loyalty, acts or 
omissions not in good faith or involving intentional misconduct or knowing 
violations of law, illegal payment of dividends and approval of any 
transaction from which a director derives an improper personal benefit.  The 
Company has adopted provisions in its Certificate of Incorporation which 
eliminate 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.  The Bylaws of the Company provide for indemnification of its 
directors, officers, employees and agents to the full extent permitted by the 
General Corporation Law of the State of Delaware, the Company's state of 
incorporation, including those circumstances in which indemnification would 
otherwise be discretionary under Delaware Law.  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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

4.1(a)   C-Cube Microsystems Inc. Employee Savings and Investment Plan 
         (001 - Adoption Agreement)

4.1(b)   C-Cube Microsystems Inc. Employee Savings and Investment Plan 
         (02 - Basic Plan Document)

4.2      Summary Plan Description for the C-Cube Microsystems Inc.
         Employee Savings and Investment Plan

23.1     Consent of Independent Auditors                                  

23.2     Consent of Counsel 

24.1     Power of Attorney

ITEM 9.  UNDERTAKINGS

         (a)  RULE 415 OFFERING   The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                        (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                                       -4-
(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 (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 of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
              REFERENCE

              The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       -5-
(d)  The registrant undertakes to submit or has submitted The C-Cube
Microsystems Inc.Employee Savings and Investment Plan (the "Plan") and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Plan.

                                       -6-
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 Milpitas, State of California, on this 13th day of
January, 1997.

                               C-CUBE MICROSYSTEMS INC.

                               By: /S/ JAMES G. BURKE
                                   ---------------------------------------------
                                   James G. Burke
                                   Vice President of Finance and Administration,
                                   Chief Financial Officer and Secretary

                                       -7-
EXHIBIT INDEX

Exhibit                                                       Edgar Header
Number                                                       Document Number
-------                                                      ---------------

4.1(a)       C-Cube Microsystems Inc. Employee Savings            Doc. 2
             and Investment Plan
             (001 - Adoption Agreement)

4.1(b)       C-Cube Microsystems Inc. Employee Savings            Doc. 3
             and Investment Plan                                  
             (02 - Basic Plan Document)

4.2          Summary Plan Description for the                     Doc. 4
             C-Cube Microsystems Inc.
             Employee Savings and Investment Plan

23.1         Consent of Independent Auditors                      Doc. 5

23.2         Consent of Counsel                                   Doc. 6

24.1         Power of Attorney                                    Doc. 7