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
                               220 Cochrane Circle
                              Morgan Hill, CA 95037

                               CIDCO INCORPORATED

                        1999 Employee Stock Purchase Plan


                                 Richard D. Kent
                             Chief Financial Officer
                 Chief Operating Officer and Corporate Secretary

                               CIDCO INCORPORATED

                               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
 Securities to    to be     offering price   aggregate offering     Amount of
 be registered1 registered2 per share3            price3        registration fee
--------------- ----------- ---------------- ------------------ ----------------

CIDCO Incorporated 1999 Employee Stock Purchase Plan
Common Stock        350,000      (85%)            (.000264)          $377.97
Par Value $0.01



1 The securities to be registered include rights 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. The CIDCO  Incorporated  1999  Employee  Stock  Purchase Plan
establishes  a  purchase  price  equal  to 85% of the fair  market  value of the
Company's Common Stock, and, therefore,  the price for shares under this plan is
based upon 85% of the average of the high and low prices of the Common  Stock on
January 24, 2000, 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,  1998 as  filed  with  the
Securities and Exchange Commission on March 31, 1999.

                  (b)      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 (a) above.

                  (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 Amended and Restated  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 of 1933, as amended,
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 24
2000.


                               CIDCO Incorporated
                                     By: /s/
                                 Richard D. Kent
                                 Chief Financial Officer,
                                 Chief Operating Officer and
                                 Corporate Secretary





                        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 of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

  Signature                   Title                            Date




/s/__________________ President and Chief Executive           January 24, 2000
Paul G. Locklin       Officer, Chairman Board of Directors


/s/__________________ Chief Financial Officer,                January 24, 2000
---------------------
Richard D. Kent       Chief Operating Officer and Corporate
                      Secretary

/s/__________________ Director                                January 24, 2000
Daniel L. Eilers


/s/__________________ Director                                January 24, 2000
Ernest K. Jacquet


/s/__________________ Director                                January 24, 2000
John Floisand


/s/__________________ Director                                January 24, 2000
Marv Tseu


/s/__________________ Director                                January 24 2000
---------------------
Robert Lee





                                  EXHIBIT INDEX


4.1       Amended and Restated  Certificate of  Incorporation  of the Company is
          incorporated  by reference to Exhibit 3.1 to the  Company's  Quarterly
          Report Filed on Form 10Q with the Securities  and Exchange  Commission
          on November 15, 1999 (No. 0-23296)

4.2       Second Amended and Restated Bylaws of the Company are  incorporated by
          reference to Exhibit 3.2 to the Company's  Annual Report Filed on Form
          10-K filed with the  Securities  and Exchange  Commission on March 31,
          1999 (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

January 19, 2000



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 of 1933, as amended, of up to 350,000 shares of the Common Stock,
$0.01 par value,  of the Company which may be issued  pursuant  purchase  rights
granted  under the CIDCO  Incorporated  1999 Employee  Stock  Purchase 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  350,000  shares of
Common  Stock which may be issued 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


Item 3   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 26, 1999 which appears in the
1998 Annual Report to Stockholders of CIDCO, Incorporated, which is incorporated
by reference in the CIDCO Incorporated's Annual Report on Form 10-K for the year
ended  December 31, 1998. We also consent to the  incorporation  by reference of
our report dated January 26, 1999 relating to the financial  statement schedule,
which appears in such Annual Report on Form 10-K.


/s/

San Jose, California
January 20, 2000
[{"type": "S-8", "sequence": "1", "description": "1999 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 17904}]
{"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": "333-95379", "film-number": "512995"}, "business-address": {"street1": "220 COCHRANE CIRCLE", "city": "MORGAN HILL", "state": "CA", "zip": "95037", "phone": "4087762543"}, "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
                               220 Cochrane Circle
                              Morgan Hill, CA 95037

                               CIDCO INCORPORATED

                        1999 Employee Stock Purchase Plan

                                 Richard D. Kent
                             Chief Financial Officer
                 Chief Operating Officer and Corporate Secretary

                               CIDCO INCORPORATED

                               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
 Securities to    to be     offering price   aggregate offering     Amount of
 be registered1 registered2 per share3            price3        registration fee
--------------- ----------- ---------------- ------------------ ----------------

CIDCO Incorporated 1999 Employee Stock Purchase Plan
Common Stock        350,000      (85%)            (.000264)          $377.97
Par Value $0.01

1 The securities to be registered include rights 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. The CIDCO  Incorporated  1999  Employee  Stock  Purchase Plan
establishes  a  purchase  price  equal  to 85% of the fair  market  value of the
Company's Common Stock, and, therefore,  the price for shares under this plan is
based upon 85% of the average of the high and low prices of the Common  Stock on
January 24, 2000, 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,  1998 as  filed  with  the
Securities and Exchange Commission on March 31, 1999.

                  (b)      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 (a) above.

                  (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 Amended and Restated  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 of 1933, as amended,
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 24
2000.

                               CIDCO Incorporated
                                     By: /s/
                                 Richard D. Kent
                                 Chief Financial Officer,
                                 Chief Operating Officer and
                                 Corporate Secretary

                        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 of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

  Signature                   Title                            Date

/s/__________________ President and Chief Executive           January 24, 2000
Paul G. Locklin       Officer, Chairman Board of Directors

/s/__________________ Chief Financial Officer,                January 24, 2000
---------------------
Richard D. Kent       Chief Operating Officer and Corporate
                      Secretary

/s/__________________ Director                                January 24, 2000
Daniel L. Eilers

/s/__________________ Director                                January 24, 2000
Ernest K. Jacquet

/s/__________________ Director                                January 24, 2000
John Floisand

/s/__________________ Director                                January 24, 2000
Marv Tseu

/s/__________________ Director                                January 24 2000
---------------------
Robert Lee

                                  EXHIBIT INDEX

4.1       Amended and Restated  Certificate of  Incorporation  of the Company is
          incorporated  by reference to Exhibit 3.1 to the  Company's  Quarterly
          Report Filed on Form 10Q with the Securities  and Exchange  Commission
          on November 15, 1999 (No. 0-23296)

4.2       Second Amended and Restated Bylaws of the Company are  incorporated by
          reference to Exhibit 3.2 to the Company's  Annual Report Filed on Form
          10-K filed with the  Securities  and Exchange  Commission on March 31,
          1999 (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

January 19, 2000

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 of 1933, as amended, of up to 350,000 shares of the Common Stock,
$0.01 par value,  of the Company which may be issued  pursuant  purchase  rights
granted  under the CIDCO  Incorporated  1999 Employee  Stock  Purchase 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  350,000  shares of
Common  Stock which may be issued 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

Item 3   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 26, 1999 which appears in the
1998 Annual Report to Stockholders of CIDCO, Incorporated, which is incorporated
by reference in the CIDCO Incorporated's Annual Report on Form 10-K for the year
ended  December 31, 1998. We also consent to the  incorporation  by reference of
our report dated January 26, 1999 relating to the financial  statement schedule,
which appears in such Annual Report on Form 10-K.

/s/

San Jose, California
January 20, 2000