As filed with the Securities and Exchange Commission on June 9, 1998.
                                                     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)

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

                             1997 Stock Option Plan
                        1991 Employee Stock Purchase Plan
                            (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                                                 355,000         $   12.50          $4,437,500             $   1,344.70

Common Stock                                                 100,000         $   12.50          $1,250,000             $     378.80

Total Common Stock                                           455,000         $   12.50          $5,687,500             $   1,723.50
-----------------------------------------------------------------------------------------------------------------------------------
<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 June 5, 1998.
</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 1, 1997.

         (b) The  Company's  Quarterly  Report  on Form  10-Q for the  quarterly
period ended January 31, 1998.

         (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.

                                      II-1

<PAGE>


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

                                      II-2

<PAGE>


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 4th day of
June, 1998.


                                            CENTIGRAM COMMUNICATIONS CORPORATION

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

                                      II-4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12951}]
{"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": "333-56469", "film-number": "98645063"}, "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 June 9, 1998.
                                                     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)

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

                             1997 Stock Option Plan
                        1991 Employee Stock Purchase Plan
                            (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                                                 355,000         $   12.50          $4,437,500             $   1,344.70

Common Stock                                                 100,000         $   12.50          $1,250,000             $     378.80

Total Common Stock                                           455,000         $   12.50          $5,687,500             $   1,723.50
-----------------------------------------------------------------------------------------------------------------------------------
(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 5, 1998.
====================================================================================================================================
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 1, 1997.

         (b) The  Company's  Quarterly  Report  on Form  10-Q for the  quarterly
period ended January 31, 1998.

         (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.

                                      II-1
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

                                      II-2
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 4th day of
June, 1998.

                                            CENTIGRAM COMMUNICATIONS CORPORATION

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

                                      II-4