SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      CENTIGRAM COMMUNICATIONS CORPORATION
               (Exact name of issuer as specified in its charter)


            DELAWARE                                         94-2418021
   (State or other jurisdiction                           (I.R.S. Employer
       of incorporation or                               Identification No.)
          organization)

                              91 East Tasman Drive
                               San Jose, CA 95134
                    (Address of principal executive offices)
                                ----------------

                             1997 Stock Option Plan
                        1991 Employee Stock Purchase Plan
                            (Full title of the plans)
                                ----------------

                                Robert L. Puette
                 Chief Executive Officer, President and Director
                      CENTIGRAM COMMUNICATIONS CORPORATION
                              91 East Tasman Drive
                               San Jose, CA 95134
                                 (408) 944-0250
            (Name, address and telephone number of agent for service)

                                ----------------
                                    Copy to:
                             Steven E. Bochner, Esq.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050







                         CALCULATION OF REGISTRATION FEE



                                           Proposed    Proposed
 Title of                                   Maximum     Maximum
Securities                      Amount     Offering    Aggregate     Amount of
  to be                          to be     Price Per    Offering   Registration
Registered                    Registered   Share (1)    Price(1)        Fee

--------------------------------------------------------------------------------
Common Stock issuable
    under the 1997 Stock
    Option Plan .............   300,000     $ 9.125    $2,737,500     $  761.03

Common Stock issuable
     under the 1991 Employee
     Stock Purchase Plan ....   125,000     $ 9.125    $1,140,625     $  317.09

Total Common Stock ..........   425,000     $ 9.125    $3,878,125     $1,078.12

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

     (1) Estimated in accordance  with Rule  457(h)(1) and 457(c) 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 System on
June 14, 1999.
================================================================================

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following   documents  and  information   previously  filed  with  the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
October 31, 1998.

     (b) The Company's  Quarterly Reports on Form 10-Q for the quarterly periods
ended January 30, 1999 and May 1, 1999.

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registration  Statement on Form S-1 (File No. 33-42039) as declared effective by
the  Commission on October 10, 1991,  and any further  amendment or report filed
hereafter for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended,  subsequent to the
filing  of  this  Registration   Statement,   and  prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be 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.

     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. The  Registrant's  Certificate of
Incorporation  and  Bylaws  provide  that the  Registrant  shall  indemnify  its
directors  and  officers  to the  fullest  extent  permitted  by  Delaware  law,
including  circumstances  in which  indemnification  is otherwise  discretionary
under Delaware law.

     The Registrant  currently carries indemnity insurance pursuant to which its
directors and officers are insured under certain  circumstances  against certain
liabilities  or losses,  including  liabilities  under the  Securities  Act. The
Registrant  has entered into  indemnity  agreements  with certain  directors and
executive  officers.  These  agreements,   among  other  things,  indemnify  the
directors  and executive  officers for certain  expenses  (including  attorneys'
fees), judgments, fines, and settlement payments incurred by such persons in any
action, including any action by or in the right of the Registrant, in connection
with the good faith  performance  of their duties as a director or officer.  The
indemnification   agreements  also  provide  for  the  advance  payment  by  the
Registrant of defense expenses incurred by the director or officer; however, the
affected director or officer must undertake to repay such amounts advanced if it
is  ultimately  determined  that such  director or officer is not entitled to be
indemnified.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          5.1 Opinion of counsel as to legality of securities being registered.

          23.1 Consent of Independent Auditors.

          23.2 Consent of Counsel (contained in Exhibit 5.1).

          24.1 Power of Attorney.


Item 9.   Undertakings.

     (a) 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 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.

     (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 the 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) 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 an initial bona
fide offering thereof.

     (c) The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

     (d)  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  Delaware  General  Corporation  Law,  the
Certificate of  Incorporation  of the Registrant,  the Bylaws of the Registrant,
Indemnification  Agreements  entered into between the Registrant and it officers
and directors, 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 the
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 the such issue.





                                   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 San Jose,  State of California,  on this 18th day of
June, 1999.

                            CENTIGRAM COMMUNICATIONS CORPORATION

                            By ______________________________________
                              /s/ Thomas E. Brunton
                               Senior Vice President and Chief Financial Officer


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Robert Puette his attorney-in-fact,  with
the  power  of  substitution,  for him in any and all  capacities,  to sign  any
amendments  to this  Registration  Statement  on Form S-8, and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his substitute or substitutes,  may 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 below by the  following  persons in the
capacities and on the dates indicated.

Signature                       Title                              Date
---------------------   ----------------------------------  --------------------

_____________________   Chief Executive Officer, President      June 14, 1999
/s/ Robert Puette       and Director (principal executive
                        officer)

_____________________   Sr. Vice President and Chief            June 14, 1999
/s/ Thomas E. Brunton   Financial Officer (principal
                        accounting and financial officer)

_____________________   Director                                June 15, 1999
/s/ James H. Boyle


_____________________   Director                                June 14, 1999
/s/ Doug Chance

_____________________   Director                                June 15, 1999
/s/ James F. Gibbons

_____________________   Director                                June 15, 1999
/s/ David Lee

_____________________   Director                                June 14, 1999
/s/ Dean O. Morton

_____________________   Director
Edward R. Kozel
[{"type": "S-8", "sequence": "1", "description": "CENTIGRAM COMMUNICATIONS CORPORATION", "secsgml_size_bytes": 13155}]
{"company-data": {"conformed-name": "CENTIGRAM COMMUNICATIONS CORP", "cik": "0000877908", "assigned-sic": "3661", "irs-number": "942418021", "state-of-incorporation": "DE", "fiscal-year-end": "1102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80999", "film-number": "99648568"}, "business-address": {"street1": "91 EAST TASMAN DR", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4089440250"}, "mail-address": {"street1": "91 E TASMAN DR", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      CENTIGRAM COMMUNICATIONS CORPORATION
               (Exact name of issuer as specified in its charter)

            DELAWARE                                         94-2418021
   (State or other jurisdiction                           (I.R.S. Employer
       of incorporation or                               Identification No.)
          organization)

                              91 East Tasman Drive
                               San Jose, CA 95134
                    (Address of principal executive offices)
                                ----------------

                             1997 Stock Option Plan
                        1991 Employee Stock Purchase Plan
                            (Full title of the plans)
                                ----------------

                                Robert L. Puette
                 Chief Executive Officer, President and Director
                      CENTIGRAM COMMUNICATIONS CORPORATION
                              91 East Tasman Drive
                               San Jose, CA 95134
                                 (408) 944-0250
            (Name, address and telephone number of agent for service)

                                ----------------
                                    Copy to:
                             Steven E. Bochner, Esq.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

                         CALCULATION OF REGISTRATION FEE

                                           Proposed    Proposed
 Title of                                   Maximum     Maximum
Securities                      Amount     Offering    Aggregate     Amount of
  to be                          to be     Price Per    Offering   Registration
Registered                    Registered   Share (1)    Price(1)        Fee

--------------------------------------------------------------------------------
Common Stock issuable
    under the 1997 Stock
    Option Plan .............   300,000     $ 9.125    $2,737,500     $  761.03

Common Stock issuable
     under the 1991 Employee
     Stock Purchase Plan ....   125,000     $ 9.125    $1,140,625     $  317.09

Total Common Stock ..........   425,000     $ 9.125    $3,878,125     $1,078.12

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

     (1) Estimated in accordance  with Rule  457(h)(1) and 457(c) 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 System on
June 14, 1999.
================================================================================

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following   documents  and  information   previously  filed  with  the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
October 31, 1998.

     (b) The Company's  Quarterly Reports on Form 10-Q for the quarterly periods
ended January 30, 1999 and May 1, 1999.

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registration  Statement on Form S-1 (File No. 33-42039) as declared effective by
the  Commission on October 10, 1991,  and any further  amendment or report filed
hereafter for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended,  subsequent to the
filing  of  this  Registration   Statement,   and  prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be 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.

     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. The  Registrant's  Certificate of
Incorporation  and  Bylaws  provide  that the  Registrant  shall  indemnify  its
directors  and  officers  to the  fullest  extent  permitted  by  Delaware  law,
including  circumstances  in which  indemnification  is otherwise  discretionary
under Delaware law.

     The Registrant  currently carries indemnity insurance pursuant to which its
directors and officers are insured under certain  circumstances  against certain
liabilities  or losses,  including  liabilities  under the  Securities  Act. The
Registrant  has entered into  indemnity  agreements  with certain  directors and
executive  officers.  These  agreements,   among  other  things,  indemnify  the
directors  and executive  officers for certain  expenses  (including  attorneys'
fees), judgments, fines, and settlement payments incurred by such persons in any
action, including any action by or in the right of the Registrant, in connection
with the good faith  performance  of their duties as a director or officer.  The
indemnification   agreements  also  provide  for  the  advance  payment  by  the
Registrant of defense expenses incurred by the director or officer; however, the
affected director or officer must undertake to repay such amounts advanced if it
is  ultimately  determined  that such  director or officer is not entitled to be
indemnified.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          5.1 Opinion of counsel as to legality of securities being registered.

          23.1 Consent of Independent Auditors.

          23.2 Consent of Counsel (contained in Exhibit 5.1).

          24.1 Power of Attorney.

Item 9.   Undertakings.

     (a) 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 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.

     (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 the 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) 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 an initial bona
fide offering thereof.

     (c) The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

     (d)  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  Delaware  General  Corporation  Law,  the
Certificate of  Incorporation  of the Registrant,  the Bylaws of the Registrant,
Indemnification  Agreements  entered into between the Registrant and it officers
and directors, 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 the
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 the such issue.

                                   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 San Jose,  State of California,  on this 18th day of
June, 1999.

                            CENTIGRAM COMMUNICATIONS CORPORATION

                            By ______________________________________
                              /s/ Thomas E. Brunton
                               Senior Vice President and Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Robert Puette his attorney-in-fact,  with
the  power  of  substitution,  for him in any and all  capacities,  to sign  any
amendments  to this  Registration  Statement  on Form S-8, and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his substitute or substitutes,  may 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 below by the  following  persons in the
capacities and on the dates indicated.

Signature                       Title                              Date
---------------------   ----------------------------------  --------------------

_____________________   Chief Executive Officer, President      June 14, 1999
/s/ Robert Puette       and Director (principal executive
                        officer)

_____________________   Sr. Vice President and Chief            June 14, 1999
/s/ Thomas E. Brunton   Financial Officer (principal
                        accounting and financial officer)

_____________________   Director                                June 15, 1999
/s/ James H. Boyle

_____________________   Director                                June 14, 1999
/s/ Doug Chance

_____________________   Director                                June 15, 1999
/s/ James F. Gibbons

_____________________   Director                                June 15, 1999
/s/ David Lee

_____________________   Director                                June 14, 1999
/s/ Dean O. Morton

_____________________   Director
Edward R. Kozel