<PAGE>




    As filed with the Securities and Exchange Commission on February 8, 2001
                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            GRIC COMMUNICATIONS, INC.
           (Exact name of the registrant as specified in its charter)

           DELAWARE                                          77-0368092
(State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)

                            GRIC COMMUNICATIONS, INC.
                             1421 MCCARTHY BOULEVARD
                           MILPITAS, CALIFORNIA 95035
                    (Address of principal executive offices)

                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                JOSEPH M. ZAELIT
                SENIOR VICE PRESIDENT, FINANCE AND ADMINISTRATION
                           AND CHIEF FINANCIAL OFFICER
                            GRIC COMMUNICATIONS, INC.
                             1421 MCCARTHY BOULEVARD
                           MILPITAS, CALIFORNIA 95035
                                 (408) 955-1920
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                              Horace L. Nash, Esq.
                               H. Daniel Kim, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                               Palo Alto, CA 94306


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                              PROPOSED             PROPOSED
                                              AMOUNT          MAXIMUM               MAXIMUM             AMOUNT OF
                                              TO BE       OFFERING PRICE PER   AGGREGATE OFFERING     REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED       REGISTERED         SHARE                 PRICE                FEE
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>               <C>                 <C>
Common Stock, $0.001 par value            1,725,375(1)        $2.17(2)           $3,744,063.75          $936.02(3)
----------------------------------------------------------------------------------------------------------------------

               TOTAL                                                                                    $936.02
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents (i) 1,529,410 additional shares available for grant under the
     registrant's 1999 Equity Incentive Plan, of which (a) 979,826 shares
     represent an automatic increase in the number of shares reserved for
     issuance under the registrant's 1999 Equity Incentive Plan effective
     January 1, 2001 equal to 5% of the registrant's outstanding shares of
     common stock as of December 31, 2000, and (b) 549,584 shares represent
     shares that have been reserved and unissued under the registrant's 1995
     Stock Option Plan and 1997 Stock Option Plan that have become available for
     grant under the registrant's 1999 Equity Incentive Plan, and (ii) 195,965
     additional shares available for purchase under the registrant's 1999
     Employee Stock Purchase Plan, all of which amount represent an automatic
     increase in the number of shares reserved for issuance under the
     registrant's 1999 Employee Stock Purchase Plan effective January 1, 2001
     equal to 1% of the registrant's outstanding shares of common stock as of
     December 31, 2000.

(2)  Estimated as of February 7, 2001 in accordance with Rule 457(c) under the
     Securities Act of 1933 solely for the purpose of calculating the
     registration fee.

(3)  Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
     amended.



<PAGE>



                                     PART II
                                     -------
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (a)  The registrant's latest annual report on Form 10-K filed pursuant to
          Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
          (the "Exchange Act") which contains audited financial statements for
          the registrant's latest fiscal year.

     (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 annual
          report or prospectus referred to in (a) above.

     (c)  The description of the registrant's common stock set forth under the
          caption "Description of Capital Stock" on pages 64 through 67 of the
          prospectus included in the registrant's registration statement on Form
          S-1, File No. 333-87497, filed with the Commission on September 21,
          1999, and any amendment or report filed for the purpose of updating
          such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the 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 AND LIMITATION OF LIABILITY.

     Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities, including reimbursement for expenses
incurred, arising under the Securities Act of 1933, as amended (the "Securities
Act").

     As permitted by the Delaware General Corporation Law, the registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:

          -    for any breach of the director's duty of loyalty to registrant or
               its stockholders;
          -    for acts or omissions not in good faith or that involve
               intentional misconduct or a knowing violation of law;
          -    under Section 174 of the Delaware General Corporation Law
               (regarding unlawful dividends and stock purchases); and
          -    for any transaction from which the director derived an improper
               personal benefit.

     As permitted by the Delaware General Corporation Law, the registrant's
bylaws also provide that:


                                       2


<PAGE>


          -    the registrant is required to indemnify its directors and
               officers to the fullest extent permitted by the Delaware General
               Corporation Law, subject to limited exceptions;
          -    the registrant may indemnify its agents as set forth in the
               Delaware General Corporation Law, unless otherwise required by
               law, our certificate of incorporation or agreement;
          -    the registrant is required to advance expenses, as incurred, to
               its directors and officers in connection with a legal proceeding
               to the fullest extent permitted by the Delaware General
               Corporation Law, subject to limited exceptions;
          -    the rights conferred in the bylaws are not exclusive; and
          -    the registrant may not retroactively amend the bylaws provisions
               relating to indemnity.

     The registrant has entered into indemnity agreements with each of its
current directors and officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
the registrant's certificate of incorporation and to provide additional
procedural protections. At present, there is no pending litigation or proceeding
involving a director, officer or employee of the registrant regarding which
indemnification is sought, nor is the registrant aware of any threatened
litigation that may result in claims for indemnification.

     Reference is also made to Section 7 of the Underwriting Agreement relating
to the registrant's initial public offering, effected pursuant to a registration
statement on Form S-1 (File No. 333-87497), which provides for the
indemnification of officers, directors and controlling persons of the registrant
against certain liabilities. The indemnification provision in the registrant's
certificate of incorporation, bylaws and the indemnity agreements entered into
between the registrant and each of its directors and officers may be
sufficiently broad to permit indemnification of the registrant's directors and
officers for liabilities arising under the Securities Act.

     The registrant maintains directors' and officers' liability insurance and
expects to obtain a rider to such coverage for securities matters.

     See also the undertakings set out in response to Item 10.

     Reference is made to the following documents regarding relevant
indemnification provisions described above and elsewhere herein:

                                    DOCUMENT

1.   Form of Indemnification Agreement between the registrant and each of its
     directors and executive officers (incorporated by reference to Exhibit
     10.01 to the registrant's registration statement on Form S-1, File No.
     333-87497, filed with the Commission on September 21, 1999).

     Reference is also made to the following documents filed as exhibits to this
registration statement regarding relevant indemnification provisions described
above and elsewhere herein:

<TABLE>
<CAPTION>

                  EXHIBIT DOCUMENT                                                                NUMBER
                  ----------------                                                                ------
<S>                                                                                               <C>
The registrant's Second Amended and Restated Certificate of Incorporation........................  4.01

The registrant's First Amended and Restated Bylaws...............................................  4.02

Fifth Amended and Restated Registration Rights Agreement dated November 12, 1999.................  4.03
</TABLE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. CONSULTANTS AND ADVISORS.

     Not applicable.


                                       3


<PAGE>


ITEM 9. EXHIBITS.


<TABLE>
<CAPTION>

EXHIBIT                                    EXHIBIT
NUMBER                                     TITLE
-------                                    -----
<S>     <C>
4.01     The registrant's Second Amended and Restated Certificate of
         Incorporation (incorporated by reference to Exhibit 3.04 to the
         registrant's registration statement on Form S-1, File No. 333-87497,
         filed with the Commission on September 21, 1999 (the "Form S-1")).

4.02     The registrant's First Amended and Restated Bylaws (incorporated by
         reference to Exhibit 3.02 to the Form S-1).

4.03     Fifth Amended and Restated Registration Rights Agreement dated November
         12, 1999, among the registrant and the security holders listed in the
         agreement (incorporated by reference to Exhibit 4.02 to the Form S-1).

4.04     Form of specimen certificate for the registrant's common stock
         (incorporated by reference to Exhibit 4.01 to the Form S-1).

4.05     The registrant's 1999 Equity Incentive Plan (incorporated by reference
         to Exhibit 10.13 to the Form S-1).

4.06     The registrant's 1999 Employee Stock Purchase Plan (incorporated by
         reference to Exhibit 10.14 to the Form S-1).

5.01     Opinion of Fenwick & West LLP.

23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02    Consent of Ernst & Young LLP, independent accountants.

24.01    Power of Attorney (see page 6).
</TABLE>


ITEM 10.  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.
               Notwithstanding the foregoing, any increase or decrease in
               volume of securities offered (if the total dollar value of
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of
               prospectus filed with the Securities and Exchange Commission
               pursuant to Rule 424(b) if, in the aggregate, the changes in
               volume and price represent no more than a 20 percent change in
               the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               Registration Statement;

                                       4

<PAGE>


         (iii) to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Sections 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.

     (4)  The undersigned registrant hereby further 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.

     (5)  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 provisions discussed in Item 6 hereof, or
otherwise, the registrant has been advised that in the opinion of the 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 hereby, 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.



                                       5


<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 8th day of
February, 2001.


                                  GRIC COMMUNICATIONS, INC.


                                  By:   /s/ HONG CHEN
                                      ---------------------------------------
                                      Dr. Hong Chen
                                      President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Joseph M. Zaelit and David L. Teichmann,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him or her and in such person's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>

               SIGNATURE                                  TITLE                                  DATE
               ---------                                  -----                                  ----
<S>                                      <C>                                              <C>
PRINCIPAL EXECUTIVE OFFICER:

   /s/ HONG CHEN                           President, Chief Executive Officer             February 8, 2001
-------------------------------------      and Director
Dr. Hong Chen

PRINCIPAL FINANCIAL OFFICER

   /s/ JOSEPH M. ZAELIT                   Senior Vice President, Finance and              February 8, 2001
-------------------------------------     Administration and Chief Financial
Joseph M. Zaelit                          Officer

PRINCIPAL ACCOUNTING OFFICER
                                                                                          February 8, 2001
   /s/ KIM S. SILVERMAN                   Corporate Controller
-------------------------------------
Kim S. Silverman

ADDITIONAL DIRECTORS:

   /s/ ROGER L. PEIRCE                    Chairman                                        January 17, 2001
-------------------------------------
Roger L. Peirce

   /s/ BHARAT DAVE                        Director                                        January 17, 2001
-------------------------------------
Bharat Dave


                                       6



<PAGE>



-------------------------------------     Director
Thomas Denys

   /s/ YEN-SON (PAUL) HUANG               Director                                        January 26, 2001
-------------------------------------
Dr. Yen-Son (Paul) Huang

   /s/ KHENG NAM LEE                      Director                                        January 26, 2001
-------------------------------------
Kheng Nam Lee

   /s/ LYNN Y. LIU                        Director                                        January 19, 2001
-------------------------------------
Lynn Y. Liu

   /s/ STANLEY J. MERESMAN                Director                                        January 16, 2001
-------------------------------------
Stanley J. Meresman
</TABLE>


                                       7


<PAGE>






EXHIBIT INDEX
-------------

<TABLE>
<CAPTION>

EXHIBIT                            EXHIBIT
NUMBER                              TITLE
------                              -----
<S>           <C>
5.01           Opinion of Fenwick & West LLP.

23.01          Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02          Consent of Ernst & Young LLP, independent accountants.

24.01          Power of Attorney (see page 6).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2036386zs-8.txt", "description": "S-8", "secsgml_size_bytes": 22615}]
{"company-data": {"conformed-name": "GRIC COMMUNICATIONS INC", "cik": "0001059155", "assigned-sic": "7389", "irs-number": "770368092", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55244", "film-number": "1528832"}, "business-address": {"street1": "1421 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4089551920"}, "mail-address": {"street1": "1421 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on February 8, 2001
                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            GRIC COMMUNICATIONS, INC.
           (Exact name of the registrant as specified in its charter)

           DELAWARE                                          77-0368092
(State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)

                            GRIC COMMUNICATIONS, INC.
                             1421 MCCARTHY BOULEVARD
                           MILPITAS, CALIFORNIA 95035
                    (Address of principal executive offices)

                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                JOSEPH M. ZAELIT
                SENIOR VICE PRESIDENT, FINANCE AND ADMINISTRATION
                           AND CHIEF FINANCIAL OFFICER
                            GRIC COMMUNICATIONS, INC.
                             1421 MCCARTHY BOULEVARD
                           MILPITAS, CALIFORNIA 95035
                                 (408) 955-1920
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                              Horace L. Nash, Esq.
                               H. Daniel Kim, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                               Palo Alto, CA 94306

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                              PROPOSED             PROPOSED
                                              AMOUNT          MAXIMUM               MAXIMUM             AMOUNT OF
                                              TO BE       OFFERING PRICE PER   AGGREGATE OFFERING     REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED       REGISTERED         SHARE                 PRICE                FEE
----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value            1,725,375(1)        $2.17(2)           $3,744,063.75          $936.02(3)
----------------------------------------------------------------------------------------------------------------------

               TOTAL                                                                                    $936.02
----------------------------------------------------------------------------------------------------------------------
(1)  Represents (i) 1,529,410 additional shares available for grant under the
     registrant's 1999 Equity Incentive Plan, of which (a) 979,826 shares
     represent an automatic increase in the number of shares reserved for
     issuance under the registrant's 1999 Equity Incentive Plan effective
     January 1, 2001 equal to 5% of the registrant's outstanding shares of
     common stock as of December 31, 2000, and (b) 549,584 shares represent
     shares that have been reserved and unissued under the registrant's 1995
     Stock Option Plan and 1997 Stock Option Plan that have become available for
     grant under the registrant's 1999 Equity Incentive Plan, and (ii) 195,965
     additional shares available for purchase under the registrant's 1999
     Employee Stock Purchase Plan, all of which amount represent an automatic
     increase in the number of shares reserved for issuance under the
     registrant's 1999 Employee Stock Purchase Plan effective January 1, 2001
     equal to 1% of the registrant's outstanding shares of common stock as of
     December 31, 2000.

(2)  Estimated as of February 7, 2001 in accordance with Rule 457(c) under the
     Securities Act of 1933 solely for the purpose of calculating the
     registration fee.

(3)  Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as
     amended.
PART II
                                     -------
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (a)  The registrant's latest annual report on Form 10-K filed pursuant to
          Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
          (the "Exchange Act") which contains audited financial statements for
          the registrant's latest fiscal year.

     (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 annual
          report or prospectus referred to in (a) above.

     (c)  The description of the registrant's common stock set forth under the
          caption "Description of Capital Stock" on pages 64 through 67 of the
          prospectus included in the registrant's registration statement on Form
          S-1, File No. 333-87497, filed with the Commission on September 21,
          1999, and any amendment or report filed for the purpose of updating
          such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the 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 AND LIMITATION OF LIABILITY.

     Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities, including reimbursement for expenses
incurred, arising under the Securities Act of 1933, as amended (the "Securities
Act").

     As permitted by the Delaware General Corporation Law, the registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:

          -    for any breach of the director's duty of loyalty to registrant or
               its stockholders;
          -    for acts or omissions not in good faith or that involve
               intentional misconduct or a knowing violation of law;
          -    under Section 174 of the Delaware General Corporation Law
               (regarding unlawful dividends and stock purchases); and
          -    for any transaction from which the director derived an improper
               personal benefit.

     As permitted by the Delaware General Corporation Law, the registrant's
bylaws also provide that:

                                       2
-    the registrant is required to indemnify its directors and
               officers to the fullest extent permitted by the Delaware General
               Corporation Law, subject to limited exceptions;
          -    the registrant may indemnify its agents as set forth in the
               Delaware General Corporation Law, unless otherwise required by
               law, our certificate of incorporation or agreement;
          -    the registrant is required to advance expenses, as incurred, to
               its directors and officers in connection with a legal proceeding
               to the fullest extent permitted by the Delaware General
               Corporation Law, subject to limited exceptions;
          -    the rights conferred in the bylaws are not exclusive; and
          -    the registrant may not retroactively amend the bylaws provisions
               relating to indemnity.

     The registrant has entered into indemnity agreements with each of its
current directors and officers to give such directors and officers additional
contractual assurances regarding the scope of the indemnification set forth in
the registrant's certificate of incorporation and to provide additional
procedural protections. At present, there is no pending litigation or proceeding
involving a director, officer or employee of the registrant regarding which
indemnification is sought, nor is the registrant aware of any threatened
litigation that may result in claims for indemnification.

     Reference is also made to Section 7 of the Underwriting Agreement relating
to the registrant's initial public offering, effected pursuant to a registration
statement on Form S-1 (File No. 333-87497), which provides for the
indemnification of officers, directors and controlling persons of the registrant
against certain liabilities. The indemnification provision in the registrant's
certificate of incorporation, bylaws and the indemnity agreements entered into
between the registrant and each of its directors and officers may be
sufficiently broad to permit indemnification of the registrant's directors and
officers for liabilities arising under the Securities Act.

     The registrant maintains directors' and officers' liability insurance and
expects to obtain a rider to such coverage for securities matters.

     See also the undertakings set out in response to Item 10.

     Reference is made to the following documents regarding relevant
indemnification provisions described above and elsewhere herein:

                                    DOCUMENT

1.   Form of Indemnification Agreement between the registrant and each of its
     directors and executive officers (incorporated by reference to Exhibit
     10.01 to the registrant's registration statement on Form S-1, File No.
     333-87497, filed with the Commission on September 21, 1999).

     Reference is also made to the following documents filed as exhibits to this
registration statement regarding relevant indemnification provisions described
above and elsewhere herein:
EXHIBIT DOCUMENT                                                                NUMBER
                  ----------------                                                                ------
The registrant's Second Amended and Restated Certificate of Incorporation........................  4.01

The registrant's First Amended and Restated Bylaws...............................................  4.02

Fifth Amended and Restated Registration Rights Agreement dated November 12, 1999.................  4.03
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. CONSULTANTS AND ADVISORS.

     Not applicable.

                                       3
ITEM 9. EXHIBITS.
EXHIBIT                                    EXHIBIT
NUMBER                                     TITLE
-------                                    -----
4.01     The registrant's Second Amended and Restated Certificate of
         Incorporation (incorporated by reference to Exhibit 3.04 to the
         registrant's registration statement on Form S-1, File No. 333-87497,
         filed with the Commission on September 21, 1999 (the "Form S-1")).

4.02     The registrant's First Amended and Restated Bylaws (incorporated by
         reference to Exhibit 3.02 to the Form S-1).

4.03     Fifth Amended and Restated Registration Rights Agreement dated November
         12, 1999, among the registrant and the security holders listed in the
         agreement (incorporated by reference to Exhibit 4.02 to the Form S-1).

4.04     Form of specimen certificate for the registrant's common stock
         (incorporated by reference to Exhibit 4.01 to the Form S-1).

4.05     The registrant's 1999 Equity Incentive Plan (incorporated by reference
         to Exhibit 10.13 to the Form S-1).

4.06     The registrant's 1999 Employee Stock Purchase Plan (incorporated by
         reference to Exhibit 10.14 to the Form S-1).

5.01     Opinion of Fenwick & West LLP.

23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02    Consent of Ernst & Young LLP, independent accountants.

24.01    Power of Attorney (see page 6).
ITEM 10.  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.
               Notwithstanding the foregoing, any increase or decrease in
               volume of securities offered (if the total dollar value of
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of
               prospectus filed with the Securities and Exchange Commission
               pursuant to Rule 424(b) if, in the aggregate, the changes in
               volume and price represent no more than a 20 percent change in
               the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               Registration Statement;

                                       4
(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) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Sections 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.

     (4)  The undersigned registrant hereby further 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.

     (5)  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 provisions discussed in Item 6 hereof, or
otherwise, the registrant has been advised that in the opinion of the 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 hereby, 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.

                                       5
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 8th day of
February, 2001.

                                  GRIC COMMUNICATIONS, INC.

                                  By:   /s/ HONG CHEN
                                      ---------------------------------------
                                      Dr. Hong Chen
                                      President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Joseph M. Zaelit and David L. Teichmann,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him or her and in such person's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated.
SIGNATURE                                  TITLE                                  DATE
               ---------                                  -----                                  ----
PRINCIPAL EXECUTIVE OFFICER:

   /s/ HONG CHEN                           President, Chief Executive Officer             February 8, 2001
-------------------------------------      and Director
Dr. Hong Chen

PRINCIPAL FINANCIAL OFFICER

   /s/ JOSEPH M. ZAELIT                   Senior Vice President, Finance and              February 8, 2001
-------------------------------------     Administration and Chief Financial
Joseph M. Zaelit                          Officer

PRINCIPAL ACCOUNTING OFFICER
                                                                                          February 8, 2001
   /s/ KIM S. SILVERMAN                   Corporate Controller
-------------------------------------
Kim S. Silverman

ADDITIONAL DIRECTORS:

   /s/ ROGER L. PEIRCE                    Chairman                                        January 17, 2001
-------------------------------------
Roger L. Peirce

   /s/ BHARAT DAVE                        Director                                        January 17, 2001
-------------------------------------
Bharat Dave

                                       6
-------------------------------------     Director
Thomas Denys

   /s/ YEN-SON (PAUL) HUANG               Director                                        January 26, 2001
-------------------------------------
Dr. Yen-Son (Paul) Huang

   /s/ KHENG NAM LEE                      Director                                        January 26, 2001
-------------------------------------
Kheng Nam Lee

   /s/ LYNN Y. LIU                        Director                                        January 19, 2001
-------------------------------------
Lynn Y. Liu

   /s/ STANLEY J. MERESMAN                Director                                        January 16, 2001
-------------------------------------
Stanley J. Meresman
7
EXHIBIT INDEX
-------------
EXHIBIT                            EXHIBIT
NUMBER                              TITLE
------                              -----
5.01           Opinion of Fenwick & West LLP.

23.01          Consent of Fenwick & West LLP (included in Exhibit 5.01).

23.02          Consent of Ernst & Young LLP, independent accountants.

24.01          Power of Attorney (see page 6).