Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

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

                               CIDCO INCORPORATED
             (Exact name of registrant as specified in its charter)

                   Delaware                               13-3500734
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)                Identification No.)

             220 Cochrane Circle
           Morgan Hill, California                            95037
 (Address of Principal Executive Offices)                   (Zip Code)

                               CIDCO INCORPORATED
                      NON-QUALIFIED STOCK OPTION AGREEMENT
                              WITH DANIEL L. EILERS
                            (Full title of the plan)

                                 Richard D. Kent
                   Vice President, Finance and Administration
                           and Chief Financial Officer
                               CIDCO Incorporated
                               220 Cochrane Circle
                          Morgan Hill, California 95037
                     (Name and address of agent for service)

                                 (408) 779-1162
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              James E. Abbott, Esq.
                            Carter, Ledyard & Milburn
                                  2 Wall Street
                            New York, New York 10005
                                 (212) 732-3200


<PAGE>

                         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           price          fee
--------------------------------------------------------------------------------

Common Stock,
 par value $.01
 per share . . . .600,000 shs.       $14.25(1)       $8,550,000     $2,590.91

Preferred Share
 Purchase Rights..600,000 rights       --  (2)            --   (2)      -0-

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

(1)  Calculated  pursuant to Rule 457(h) on the basis of the per share  exercise
     price  of  the  option  provided  for  in the  Non-Qualified  Stock  Option
     Agreement.

(2)  Included in the offering price of the Common Stock being registered hereby.
     Until the Distribution  Date, as defined in the Rights Agreement  providing
     for the Preferred Share Purchase Rights (the "Rights"),  the Rights will be
     attached  to,  and  transferable  only with,  the Common  Stock and will be
     evidenced by the certificates evidencing the Common Stock.


                                   ----------

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462(a) under the Securities Act of 1933.



                                       -2-

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference the following  documents
(Commission File No. 0-23296) into this Registration Statement:

          (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 1996;

          (b) The Registrant's  Current Report on Form 8-K bearing cover date of
     January 27, 1997;

          (c) The description of the Registrant's  Common Stock contained in the
     Registrant's Registration Statement on Form 8-A dated January 28, 1994, for
     the  registration  of the Common  Stock  pursuant  to Section  12(g) of the
     Securities  Exchange Act of 1934 (the "Exchange Act"), and any amendment or
     report  hereafter  filed by the Registrant for the purpose of updating such
     description; and

          (d)  The  description  of the  Rights  contained  in the  Registrant's
     Registration  Statement  on  Form  8-A  dated  February  3,  1997,  for the
     registration of the Rights under Section 12(g) of the Exchange Act, and any
     amendment or report  hereafter  filed by the  Registrant for the purpose of
     updating such description.

     In addition, 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 to this Registration  Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in and
made a part of this  Registration  Statement  from  the date of  filing  of such
documents.

     Item 4. Description of Securities.

     Not required,  inasmuch as the Registrant's Common Stock and the Rights are
registered under Section 12 of the Exchange Act.


                                       -3-

<PAGE>


Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"Law") provides,  in general,  that a corporation  shall have power to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation),  by reason  of the fact that the  person is or was a
director or officer of the  corporation.  Such indemnity may be against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by the person in connection  with such action,
suit or proceeding, if the person acted in good faith and in a manner the person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation;  with respect to any criminal action or proceeding,  the indemnitee
must not have had reasonable cause to believe his conduct was unlawful.

     Section 145(b) of the Law provides,  in general,  that a corporation  shall
have power to indemnify  any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the  corporation  to procure a  judgment  in its favor by reason of the
fact that the person is or was a director or officer of the corporation  against
expenses  (including  attorneys'  fees) actually and reasonably  incurred by the
person in  connection  with the defense or  settlement of such action or suit if
the person acted in good faith and in a manner the person reasonably believed to
be in or not  opposed to the best  interests  of the  corporation.  However,  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which a person shall have been adjudged to be liable to the  corporation  unless
and only to the extent that the Delaware Court of Chancery or the court in which
such action was brought  shall  determine  that,  despite  the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

     Section 145(g) of the Law provides in general that a corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation  against any liability  asserted  against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the 


                                      -4-

<PAGE>


power to indemnify him against such liability under the provisions of the Law.

     The Registrant's  Certificate of Incorporation  provides that,  pursuant to
Delaware law, its directors  will not be liable for monetary  damages for breach
of the directors'  fiduciary duty to the Registrant and its  stockholders.  This
provision in the Certificate of Incorporation  does not eliminate the directors'
duty of care,  and, in  appropriate  circumstances,  equitable  remedies such as
injunctive or other forms of  non-monetary  relief will remain  available  under
Delaware  law.  In  addition,  each  director  will  continue  to be  subject to
liability for breach of the directors'  duty of loyalty to the Registrant or its
stockholders,  for acts of omissions not in good faith or involving  intentional
misconduct  or knowing  violations  of law,  for  actions  leading  to  improper
personal  benefits to the director,  and for payment of dividends or approval of
stock  repurchases  or  redemptions  that are unlawful  under  Delaware law. The
provision  also does not affect a  director's  responsibilities  under any other
law, such as the federal securities laws or state or federal environmental laws.

     Section 8.1 of the Registrant's  By-Laws provides that the Registrant shall
indemnify its directors,  officers,  employees, and in some cases, its agents to
the fullest  extent and in the manner set forth in and permitted by the Law, and
any other  applicable  law, from time to time in effect,  and that such right of
indemnification  shall not be deemed  exclusive of any other rights to which the
Registrant's directors and officers may be entitled.

     In addition,  the Registrant  has entered into  agreements to indemnify its
directors and certain of its officers beyond the indemnification provided for in
the Certificate of Incorporation and By-Laws. These agreements will, among other
things,  indemnify  the  Registrant's  directors  and its  officers  for certain
expenses (including  attorneys' fees),  judgments,  fines and settlement amounts
incurred by such persons in any action or proceeding, including any action by or
in the right of the Registrant,  on account of services as a director or officer
of the  Registrant,  or as a  director  or  officer  of  any  other  company  or
enterprise  to  which  the  person  provides  services  at  the  request  of the
Registrant.

Item 7. Exemption from Registration Claimed.

     Not applicable.


                                      -5-
<PAGE>

Item 8.  Exhibits.

     The Exhibit Index appears below on page 10.

Item 9.  Undertakings.

     (1) The undersigned Registrant issuer hereby undertakes:

          (a) 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 of 1933, unless the information required to be included
          in such  post-effective  amendment is  contained  in periodic  reports
          filed  by the  Registrant  pursuant  to  Section  13 or  15(d)  of the
          Exchange Act that are incorporated herein by reference;

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  registration  statement (or the most
          recent post-effective amendment hereof) which,  individually or in the
          aggregate,  represent a fundamental  change in the information in this
          registration statement, unless the information required to be included
          in such  post-effective  amendment is  contained  in periodic  reports
          filed  by the  Registrant  pursuant  to  Section  13 or  15(d)  of the
          Securities Exchange Act that are incorporated herein by reference;

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

          (b)  That,  for  the  purpose  of  determining   liability  under  the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     herein, and the offering of such securities at that time shall be deemed to
     be the initial bona fide offering thereof.

          (c) 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.

                                       -6-

<PAGE>

          (d) That,  for the purposes of  determining  any  liability  under the
     Securities  Act of 1933,  each  filing of the  Registrant's  annual  report
     pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act that is
     incorporated by reference in this registration statement shall be deemed to
     be a new registration  statement relating to the securities offered herein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  Item 6  above,  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 Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      -7-


<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  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Morgan Hill, State of California, on May 1, 1997.


                                   CIDCO Incorporated


                                   By/s/Richard D. Kent
                                   --------------------
                                   Richard D. Kent
                                   Vice President, Finance and
                                      Administration


                                   ----------




                                POWER OF ATTORNEY


     Each person whose  signature  appears below hereby  constitutes  Richard D.
Kent  and  James  E.  Abbott,  and each of them  singly,  his  true  and  lawful
attorneys-in-fact  with full power to execute in the name of such person, in the
capacities   stated  below,  and  to  file  with  the  Securities  and  Exchange
Commission,  such one or more amendments to this  Registration  Statement as the
Registrant  deems  appropriate,  and generally to do all such things in the name
and on behalf of such person,  in the  capacities  stated  below,  to enable the
Registrant  to comply with the  provisions  of the  Securities  Act of 1933,  as
amended,  and  all  requirements  of  the  Securities  and  Exchange  Commission
thereunder,  hereby ratifying and confirming the signature of such person as may
be  signed  by  said  attorneys-in-fact,  or any  one of  them,  to any  and all
amendments to this Registration Statement.




                                       -8-


<PAGE>



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  and the above power of attorney have been signed on May
1, 1997, by the following persons in the capacities indicated.

Signature                                      Title
---------                                      -----


/s/Paul G. Locklin                Chairman of the Board and Director
------------------
Paul G. Locklin



/s/Daniel L. Eilers               President, Chief Executive Officer
-------------------                 and Director (Principal Executive
Daniel L. Eilers                    Officer)


/s/Richard D. Kent
------------------                Vice President, Finance and
Richard D. Kent                     Administration and Chief
                                    Financial Officer (Principal
                                    Financial and Accounting Officer)



------------------                             Director
Joseph A. Graziano



/s/Ernest K. Jacquet
--------------------                           Director
Ernest K. Jacquet



/s/Scott C. McDonald
--------------------                           Director
Scott C. McDonald


/s/Richard M. Moley
-------------------                            Director
Richard M. Moley







                                       -9-


<PAGE>



                                  EXHIBIT INDEX

  Exhibit No.
  -----------


     4(a)*             -        Rights Agreement dated as of January 27, 1997,
                                between the Registrant and United States Trust
                                Company of New York, as Rights Agent, filed on
                                February 4, 1997, as Exhibit 1 to the
                                Registrant's Registration Statement on Form
                                8-A (the "Form 8-A") for the registration
                                under Section 12(g) of the Exchange Act of
                                Rights to Purchase the Registrant's Series A
                                Junior Participating Preferred Stock.

     4(b)*             -        Form of Right Certificate (attached as Exhibit
                                B to the Rights Agreement listed as Exhibit
                                4(a) above).

     4(c)*             -        Form of Certificate of Designation, Number,
                                Powers, Preferences and Relative,
                                Participating, Optional and Other Special
                                Rights and Qualifications, Limitations,
                                Restrictions and Other Distinguishing
                                Characteristics of the Registrant's Series A
                                Junior Participating Preferred Stock (attached
                                as Exhibit A to the Rights Agreement listed as
                                Exhibit 4(a) above).

     5                 -        Opinion of Carter, Ledyard & Milburn

    23(a)              -        Consent of Carter, Ledyard & Milburn (included
                                in Exhibit 5)

    23(b)              -        Consent of Price Waterhouse LLP


--------
     *Incorporated herein by reference.

                                      -10-
[{"type": "S-8", "sequence": "1", "description": "NON-QUALIFIED STOCK OPTION AGREEMENT W/EILERS", "secsgml_size_bytes": 20360}]
{"company-data": {"conformed-name": "CIDCO INC", "cik": "0000917639", "assigned-sic": "3661", "irs-number": "133500734", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26377", "film-number": "97594034"}, "business-address": {"street1": "220 COCHRANE CIRCLE", "city": "MORGAN HILL", "state": "CA", "zip": "95037", "phone": "4087791162"}, "mail-address": {"street1": "220 COCHRANE CIRCLE", "city": "MORGAN HILL", "state": "CA", "zip": "95037"}}
Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

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

                               CIDCO INCORPORATED
             (Exact name of registrant as specified in its charter)

                   Delaware                               13-3500734
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)                Identification No.)

             220 Cochrane Circle
           Morgan Hill, California                            95037
 (Address of Principal Executive Offices)                   (Zip Code)

                               CIDCO INCORPORATED
                      NON-QUALIFIED STOCK OPTION AGREEMENT
                              WITH DANIEL L. EILERS
                            (Full title of the plan)

                                 Richard D. Kent
                   Vice President, Finance and Administration
                           and Chief Financial Officer
                               CIDCO Incorporated
                               220 Cochrane Circle
                          Morgan Hill, California 95037
                     (Name and address of agent for service)

                                 (408) 779-1162
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              James E. Abbott, Esq.
                            Carter, Ledyard & Milburn
                                  2 Wall Street
                            New York, New York 10005
                                 (212) 732-3200
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           price          fee
--------------------------------------------------------------------------------

Common Stock,
 par value $.01
 per share . . . .600,000 shs.       $14.25(1)       $8,550,000     $2,590.91

Preferred Share
 Purchase Rights..600,000 rights       --  (2)            --   (2)      -0-

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

(1)  Calculated  pursuant to Rule 457(h) on the basis of the per share  exercise
     price  of  the  option  provided  for  in the  Non-Qualified  Stock  Option
     Agreement.

(2)  Included in the offering price of the Common Stock being registered hereby.
     Until the Distribution  Date, as defined in the Rights Agreement  providing
     for the Preferred Share Purchase Rights (the "Rights"),  the Rights will be
     attached  to,  and  transferable  only with,  the Common  Stock and will be
     evidenced by the certificates evidencing the Common Stock.

                                   ----------

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462(a) under the Securities Act of 1933.

                                       -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference the following  documents
(Commission File No. 0-23296) into this Registration Statement:

          (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 1996;

          (b) The Registrant's  Current Report on Form 8-K bearing cover date of
     January 27, 1997;

          (c) The description of the Registrant's  Common Stock contained in the
     Registrant's Registration Statement on Form 8-A dated January 28, 1994, for
     the  registration  of the Common  Stock  pursuant  to Section  12(g) of the
     Securities  Exchange Act of 1934 (the "Exchange Act"), and any amendment or
     report  hereafter  filed by the Registrant for the purpose of updating such
     description; and

          (d)  The  description  of the  Rights  contained  in the  Registrant's
     Registration  Statement  on  Form  8-A  dated  February  3,  1997,  for the
     registration of the Rights under Section 12(g) of the Exchange Act, and any
     amendment or report  hereafter  filed by the  Registrant for the purpose of
     updating such description.

     In addition, 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 to this Registration  Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in and
made a part of this  Registration  Statement  from  the date of  filing  of such
documents.

     Item 4. Description of Securities.

     Not required,  inasmuch as the Registrant's Common Stock and the Rights are
registered under Section 12 of the Exchange Act.

                                       -3-
Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"Law") provides,  in general,  that a corporation  shall have power to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation),  by reason  of the fact that the  person is or was a
director or officer of the  corporation.  Such indemnity may be against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by the person in connection  with such action,
suit or proceeding, if the person acted in good faith and in a manner the person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation;  with respect to any criminal action or proceeding,  the indemnitee
must not have had reasonable cause to believe his conduct was unlawful.

     Section 145(b) of the Law provides,  in general,  that a corporation  shall
have power to indemnify  any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the  corporation  to procure a  judgment  in its favor by reason of the
fact that the person is or was a director or officer of the corporation  against
expenses  (including  attorneys'  fees) actually and reasonably  incurred by the
person in  connection  with the defense or  settlement of such action or suit if
the person acted in good faith and in a manner the person reasonably believed to
be in or not  opposed to the best  interests  of the  corporation.  However,  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which a person shall have been adjudged to be liable to the  corporation  unless
and only to the extent that the Delaware Court of Chancery or the court in which
such action was brought  shall  determine  that,  despite  the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

     Section 145(g) of the Law provides in general that a corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation  against any liability  asserted  against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the 

                                      -4-
power to indemnify him against such liability under the provisions of the Law.

     The Registrant's  Certificate of Incorporation  provides that,  pursuant to
Delaware law, its directors  will not be liable for monetary  damages for breach
of the directors'  fiduciary duty to the Registrant and its  stockholders.  This
provision in the Certificate of Incorporation  does not eliminate the directors'
duty of care,  and, in  appropriate  circumstances,  equitable  remedies such as
injunctive or other forms of  non-monetary  relief will remain  available  under
Delaware  law.  In  addition,  each  director  will  continue  to be  subject to
liability for breach of the directors'  duty of loyalty to the Registrant or its
stockholders,  for acts of omissions not in good faith or involving  intentional
misconduct  or knowing  violations  of law,  for  actions  leading  to  improper
personal  benefits to the director,  and for payment of dividends or approval of
stock  repurchases  or  redemptions  that are unlawful  under  Delaware law. The
provision  also does not affect a  director's  responsibilities  under any other
law, such as the federal securities laws or state or federal environmental laws.

     Section 8.1 of the Registrant's  By-Laws provides that the Registrant shall
indemnify its directors,  officers,  employees, and in some cases, its agents to
the fullest  extent and in the manner set forth in and permitted by the Law, and
any other  applicable  law, from time to time in effect,  and that such right of
indemnification  shall not be deemed  exclusive of any other rights to which the
Registrant's directors and officers may be entitled.

     In addition,  the Registrant  has entered into  agreements to indemnify its
directors and certain of its officers beyond the indemnification provided for in
the Certificate of Incorporation and By-Laws. These agreements will, among other
things,  indemnify  the  Registrant's  directors  and its  officers  for certain
expenses (including  attorneys' fees),  judgments,  fines and settlement amounts
incurred by such persons in any action or proceeding, including any action by or
in the right of the Registrant,  on account of services as a director or officer
of the  Registrant,  or as a  director  or  officer  of  any  other  company  or
enterprise  to  which  the  person  provides  services  at  the  request  of the
Registrant.

Item 7. Exemption from Registration Claimed.

     Not applicable.

                                      -5-
Item 8.  Exhibits.

     The Exhibit Index appears below on page 10.

Item 9.  Undertakings.

     (1) The undersigned Registrant issuer hereby undertakes:

          (a) 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 of 1933, unless the information required to be included
          in such  post-effective  amendment is  contained  in periodic  reports
          filed  by the  Registrant  pursuant  to  Section  13 or  15(d)  of the
          Exchange Act that are incorporated herein by reference;

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  registration  statement (or the most
          recent post-effective amendment hereof) which,  individually or in the
          aggregate,  represent a fundamental  change in the information in this
          registration statement, unless the information required to be included
          in such  post-effective  amendment is  contained  in periodic  reports
          filed  by the  Registrant  pursuant  to  Section  13 or  15(d)  of the
          Securities Exchange Act that are incorporated herein by reference;

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

          (b)  That,  for  the  purpose  of  determining   liability  under  the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     herein, and the offering of such securities at that time shall be deemed to
     be the initial bona fide offering thereof.

          (c) 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.

                                       -6-
(d) That,  for the purposes of  determining  any  liability  under the
     Securities  Act of 1933,  each  filing of the  Registrant's  annual  report
     pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act that is
     incorporated by reference in this registration statement shall be deemed to
     be a new registration  statement relating to the securities offered herein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  Item 6  above,  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 Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -7-
SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Morgan Hill, State of California, on May 1, 1997.

                                   CIDCO Incorporated

                                   By/s/Richard D. Kent
                                   --------------------
                                   Richard D. Kent
                                   Vice President, Finance and
                                      Administration

                                   ----------

                                POWER OF ATTORNEY

     Each person whose  signature  appears below hereby  constitutes  Richard D.
Kent  and  James  E.  Abbott,  and each of them  singly,  his  true  and  lawful
attorneys-in-fact  with full power to execute in the name of such person, in the
capacities   stated  below,  and  to  file  with  the  Securities  and  Exchange
Commission,  such one or more amendments to this  Registration  Statement as the
Registrant  deems  appropriate,  and generally to do all such things in the name
and on behalf of such person,  in the  capacities  stated  below,  to enable the
Registrant  to comply with the  provisions  of the  Securities  Act of 1933,  as
amended,  and  all  requirements  of  the  Securities  and  Exchange  Commission
thereunder,  hereby ratifying and confirming the signature of such person as may
be  signed  by  said  attorneys-in-fact,  or any  one of  them,  to any  and all
amendments to this Registration Statement.

                                       -8-
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  and the above power of attorney have been signed on May
1, 1997, by the following persons in the capacities indicated.

Signature                                      Title
---------                                      -----

/s/Paul G. Locklin                Chairman of the Board and Director
------------------
Paul G. Locklin

/s/Daniel L. Eilers               President, Chief Executive Officer
-------------------                 and Director (Principal Executive
Daniel L. Eilers                    Officer)

/s/Richard D. Kent
------------------                Vice President, Finance and
Richard D. Kent                     Administration and Chief
                                    Financial Officer (Principal
                                    Financial and Accounting Officer)

------------------                             Director
Joseph A. Graziano

/s/Ernest K. Jacquet
--------------------                           Director
Ernest K. Jacquet

/s/Scott C. McDonald
--------------------                           Director
Scott C. McDonald

/s/Richard M. Moley
-------------------                            Director
Richard M. Moley

                                       -9-
EXHIBIT INDEX

  Exhibit No.
  -----------

     4(a)*             -        Rights Agreement dated as of January 27, 1997,
                                between the Registrant and United States Trust
                                Company of New York, as Rights Agent, filed on
                                February 4, 1997, as Exhibit 1 to the
                                Registrant's Registration Statement on Form
                                8-A (the "Form 8-A") for the registration
                                under Section 12(g) of the Exchange Act of
                                Rights to Purchase the Registrant's Series A
                                Junior Participating Preferred Stock.

     4(b)*             -        Form of Right Certificate (attached as Exhibit
                                B to the Rights Agreement listed as Exhibit
                                4(a) above).

     4(c)*             -        Form of Certificate of Designation, Number,
                                Powers, Preferences and Relative,
                                Participating, Optional and Other Special
                                Rights and Qualifications, Limitations,
                                Restrictions and Other Distinguishing
                                Characteristics of the Registrant's Series A
                                Junior Participating Preferred Stock (attached
                                as Exhibit A to the Rights Agreement listed as
                                Exhibit 4(a) above).

     5                 -        Opinion of Carter, Ledyard & Milburn

    23(a)              -        Consent of Carter, Ledyard & Milburn (included
                                in Exhibit 5)

    23(b)              -        Consent of Price Waterhouse LLP

--------
     *Incorporated herein by reference.

                                      -10-