As filed with the Securities and Exchange Commission on ___________, 1997.
                                                   Registration No. 333-________
================================================================================

                       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)

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

                             Stock Option Agreement
                            (Full title of the plans)

                              --------------------
                              
                                  Robert 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


================================================================================

<PAGE>

<TABLE>

                                            CALCULATION OF REGISTRATION FEE

======================================================================================================================
<CAPTION>
                                                      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

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

<S>                          <C>                      <C>                       <C>                        <C>      
Common Stock                 350,000                  $17.00                    $5,950,000                 $1,803.03

-----------------------------------------------------------------------------------------------------------------------
<FN>
(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 December 5, 1997.
</FN>
========================================================================================================================
</TABLE>



<PAGE>



                                     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
November 2, 1997.

         (b) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarterly
periods ended February 1, 1997, May 3, 1997 and August 2, 1997.

         (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


                                      II-1

<PAGE>



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.

         4.1      Form of Stock Option Agreement

         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


                                      II-2

<PAGE>



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.



                                      II-3

<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 San Jose, State of California,  on this ninth day of
December, 1997.

                      CENTIGRAM COMMUNICATIONS CORPORATION


                      By      /s/ Robert Puette
                              -----------------------------------------------
                              Robert Puette,
                              Chief Executive Officer, President and Director



                                      II-4

<PAGE>



                                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.
<TABLE>

 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.
<CAPTION>


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

<S>                                               <C>                                             <C>    
/s/ Robert Puette                                 Chief Executive Officer, President              December 9, 1997
-----------------------------------------------   and Director (principal executive
Robert Puette                                     officer)

/s/ Dennis P. Wolf                                Senior Vice President and Chief
-----------------------------------------------   Financial Officer (principal financial
Dennis P. Wolf                                    officer)                                        December 9, 1997

/s/ Thomas E. Brunton                             Vice President and Controller                   December 9, 1997 
-----------------------------------------------   (principal accounting officer)                                   
Thomas E. Brunton                                 

                                                 
/s/ James F. Gibbons                              Director                                        December 9, 1997
-----------------------------------------------  
James F. Gibbons

/s/ James H. Boyle                                Director                                        December 9, 1997
-----------------------------------------------  
James H. Boyle

/s/ Dean O. Morton                                Director                                        December 9, 1997
-----------------------------------------------  
Dean O. Morton

/s/ David Lee                                     Director                                        December 9, 1997
-----------------------------------------------   
David Lee

</TABLE>



                                                         II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15353}]
{"company-data": {"conformed-name": "CENTIGRAM COMMUNICATIONS CORP", "cik": "0000877908", "assigned-sic": "3661", "irs-number": "942418021", "state-of-incorporation": "DE", "fiscal-year-end": "1028"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41831", "film-number": "97735124"}, "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"}}
As filed with the Securities and Exchange Commission on ___________, 1997.
                                                   Registration No. 333-________
================================================================================

                       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)

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

                             Stock Option Agreement
                            (Full title of the plans)

                              --------------------
                              
                                  Robert 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                 350,000                  $17.00                    $5,950,000                 $1,803.03

-----------------------------------------------------------------------------------------------------------------------
(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 December 5, 1997.
========================================================================================================================
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
November 2, 1997.

         (b) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarterly
periods ended February 1, 1997, May 3, 1997 and August 2, 1997.

         (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

                                      II-1
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.

         4.1      Form of Stock Option Agreement

         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

                                      II-2
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.

                                      II-3
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 ninth day of
December, 1997.

                      CENTIGRAM COMMUNICATIONS CORPORATION

                      By      /s/ Robert Puette
                              -----------------------------------------------
                              Robert Puette,
                              Chief Executive Officer, President and Director

                                      II-4
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
-----------------------------------------------   -----------------------------------             -----------------
/s/ Robert Puette                                 Chief Executive Officer, President              December 9, 1997
-----------------------------------------------   and Director (principal executive
Robert Puette                                     officer)

/s/ Dennis P. Wolf                                Senior Vice President and Chief
-----------------------------------------------   Financial Officer (principal financial
Dennis P. Wolf                                    officer)                                        December 9, 1997

/s/ Thomas E. Brunton                             Vice President and Controller                   December 9, 1997 
-----------------------------------------------   (principal accounting officer)                                   
Thomas E. Brunton                                 

                                                 
/s/ James F. Gibbons                              Director                                        December 9, 1997
-----------------------------------------------  
James F. Gibbons

/s/ James H. Boyle                                Director                                        December 9, 1997
-----------------------------------------------  
James H. Boyle

/s/ Dean O. Morton                                Director                                        December 9, 1997
-----------------------------------------------  
Dean O. Morton

/s/ David Lee                                     Director                                        December 9, 1997
-----------------------------------------------   
David Lee
II-5