<PAGE>
 
   As filed with the Securities and Exchange Commission on January 30, 1998
                                                    Registration No. 333-_______

________________________________________________________________________________


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                VERISIGN, INC.
            (Exact Name of Registrant as Specified in Its Charter)


         DELAWARE                                           94-3221585
  (State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                       Identification No.)

                              1390 SHOREBIRD WAY
                           MOUNTAIN VIEW, CA  94043
         (Address of Principal Executive Offices, including Zip Code)

                       1998 EMPLOYEE STOCK PURCHASE PLAN
                           (Full Title of the Plan)

                                 DANA L. EVAN
                            CHIEF FINANCIAL OFFICER
                                VERISIGN, INC.
                              1390 SHOREBIRD WAY
                           MOUNTAIN VIEW, CA  94043
                                (650) 961-7500
           (Name, Address and Telephone Number of Agent For Service)


                                  COPIES TO:
                                        
                           Laird H. Simons III, Esq.
                            Jeffrey R. Vetter, Esq.
                            Michael J. McAdam, Esq.
                              Fenwick & West LLP
                             Two Palo Alto Square
                             Palo Alto, CA  94306

                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION>
__________________________________________________________________________________________________________________________
                                            AMOUNT           PROPOSED MAXIMUM         PROPOSED MAXIMUM          AMOUNT OF
                                             TO BE          OFFERING PRICE PER       AGGREGATE OFFERING       REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED               SHARE                    PRICE                  FEE
__________________________________________________________________________________________________________________________ 
<S>                                      <C>                <C>                      <C>                       <C>
 
Common Stock, $0.001 par value              400,000(1)             14.00(2)               5,600,000(2)            $1,652
__________________________________________________________________________________________________________________________
</TABLE>

(1) Shares available for issuance as of January 29, 1998 under the 1998 
    Employee Stock Purchase Plan.

(2) Estimated as of January 29, 1998 pursuant to Rule 457(a) solely for the
    purpose of calculating the registration fee.
<PAGE>
 
                                VERISIGN, INC.
                      REGISTRATION STATEMENT ON FORM S-8
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
------   --------------------------------------- 

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

     (a)  The Registrant's prospectus filed pursuant to Rule 424(b) under the
          Securities Act of 1933, as amended (the "Securities Act"), that
          contains audited financial statements of the Registrant for the period
          from April 12, 1995 (inception) to December 31, 1995 and for each of
          the years in the two-year period ended December 31, 1996 and 1997.

     (b)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed under Section
          12(g) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), including any amendment or report filed for the
          purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.
-------  ------------------------- 

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
------   -------------------------------------- 

     The consolidated financial statements and schedules of VeriSign, Inc. and 
subsidiary as of December 31, 1996 and 1997 and for the period from April 12, 
1995 (inception) to December 31, 1995 and for each of the years in the two-year 
period ended December 31, 1997 have been incorporated herein by reference in 
reliance upon the reports of KPMG Peat Marwick LLP, independent auditors, 
incorporated herein by reference, and upon the authority of said firm as experts
in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.
------   --------------------------------------------------------------------- 

     As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (regarding unlawful
dividends and stock purchases) or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the Amended and Restated
Bylaws of the Registrant provide that: (i) the Registrant is required to
indemnify its directors to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions; (ii) the Registrant
may, in its discretion, indemnify its other employees and agents to the extent
that it indemnifies its officers and directors, unless otherwise required by
law, its Certificate of Incorporation, its Amended and Restated Bylaws, or
agreement; (iii) the Registrant is required to advance expenses, as incurred, to
its directors and executive officers in connection with defending a legal
proceeding to the fullest extent permitted by the Delaware General Corporation
Law, subject to certain very limited exceptions; and (iv) the rights conferred
in the Amended and Bylaws are not exclusive.

     The Registrant has entered into Indemnification Agreements with each of its
current directors and executive officers to give such directors and executive
officers additional contractual assurances regarding the scope of the
indemnification set forth in the Registrant's Certificate of Incorporation and
to provide additional procedural protections.  At present, there is no pending
litigation or proceeding involving a director, officer or employee of the

                                       2
<PAGE>
 
Registrant regarding which indemnification is sought, nor is the Registrant
aware of any threatened litigation that may result in claims for
indemnification.

     Reference is also made to Article VIII of the Underwriting Agreement for
the registrant's initial public offering, effected pursuant to a Registration
Statement on Form S-1, File No. 333-40789, which provides for the
indemnification of officers, directors and controlling persons of the Registrant
against certain liabilities.  The indemnification provisions in the Registrant's
Certificate of Incorporation, Amended and Restated Bylaws and the
Indemnification Agreements entered into between the Registrant and each of its
directors and executive officers may be sufficiently broad to permit
indemnification of the Registrant's directors ad executive officers for
liabilities arising under the Securities Act.

     The Registrant, with approval by the Registrant's Board of Directors, has
applied for, and expects to obtain, directors' and officers' liability
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
------   ----------------------------------- 

     Not applicable.

ITEM 8.  EXHIBITS.
------   -------- 

     4.01 Second Amended and Restated Certificate of Incorporation of the
          Registrant, as amended (incorporated herein by reference to Exhibits
          3.01 and 3.02 of the Registrant's Registration Statement on Form S-1,
          File No. 333-40789, originally filed with the Commission on November
          21, 1997, as subsequently amended (the "Form S-1")).

     4.02 Third Amended and Restated Certificate of Incorporation of the
          Registrant to be effective upon the closing of Registrant's initial
          public offering (incorporated herein by reference to Exhibit 3.03 of
          the Form S-1).

     4.03 Bylaws of the Registrant (incorporated herein by reference to Exhibit
          3.04 of the Form S-1).

     4.04 Form of Amended and Restated Bylaws of the Registrant to be effective
          upon the closing of the Registrant's initial public offering
          (incorporated herein by reference to Exhibit 3.05 of the Form S-1).

     4.05 Registrant's 1995 Stock Option Plan (incorporated herein by reference
          to Exhibit 10.06 of the Form S-1).

     4.06 Registrant's 1997 Stock Option Plan (incorporated herein by reference
          to Exhibit 10.07 of the Form S-1).

     4.07 Registrant's 1998 Directors Stock Option Plan (incorporated herein by
          reference to Exhibit 10.08 of the Form S-1).

     4.08 Registrant's 1998 Equity Incentive Plan (incorporated herein by
          reference to Exhibit 10.09 of the Form S-1).

     4.09 Registrant's 1998 Employee Stock Purchase Plan (incorporated herein by
          reference to Exhibit 10.10 of the Form S-1).

     4.10 Investors' Rights Agreement, dated November 15, 1996, among the
          Registrant and the parties indicated therein (incorporated herein by
          reference to Exhibit 4.01 of the Form S-1).

     5.01 Opinion of Fenwick & West LLP.

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

                                       3
<PAGE>
 
    23.02 Consent of KPMG Peat Marwick LLP.

    24.01 Power of Attorney (see page 5).


ITEM 9.  UNDERTAKINGS.
------   ------------ 

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement;

        (iii)  To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement.

          Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
          --------  -------                                                 
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

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

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     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 the initial bona
                                                                           ----
fide offering thereof.
----                  

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

                                       4
<PAGE>
 
                               POWER OF ATTORNEY

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

                                  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 Mountain View, State of California, on this 29th
day of January, 1998.

                                VERISIGN, INC.

                                By: /s/ Stratton D. Sclavos
                                    --------------------------------------
                                    Stratton D. Sclavos,
                                    President, Chief Executive Officer 
                                    and Director

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                Signature                                    Title                                 Date
                ---------                                    -----                                 ----
<S>                                             <C>                                     <C>
PRINCIPAL EXECUTIVE OFFICER:
 
/s/ Stratton D. Sclavos                         President, Chief Executive Officer      January 29, 1998
__________________________________________      and Director
Stratton D. Sclavos 

PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER:
 
/s/ Dana L. Evan                                Vice President of Finance and           January 29, 1998
____________________________________________    Administration and Chief Financial
Dana L. Evan                                    Officer
 
ADDITIONAL DIRECTORS

/s/ D. James Bidzos 
____________________________________________    Chairman of the Board                   January 29, 1998
D. James Bidzos 
 
/s/ William Chenevich 
____________________________________________    Director                                January 29, 1998
William Chenevich 

/s/ Kevin R. Compton 
____________________________________________    Director                                January 29, 1998
Kevin R. Compton 

/s/ David J. Cowan 
____________________________________________    Director                                January 29, 1998
David J. Cowan 

/s/ Timothy Tomlinson 
____________________________________________    Director and Secretary                  January 29, 1998
Timothy Tomlinson 
</TABLE>

                                       5
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------
                                        
 
Exhibit No.               Description
----------                -----------

   4.01         Second Amended and Restated Certificate of Incorporation of the
                Registrant, as amended (incorporated herein by reference to
                Exhibits 3.01 and 3.02 of the Registrant's Registration
                Statement on Form S-1, File No. 333-40789, originally filed with
                the Commission on November 21, 1997, as subsequently amended
                (the "Form S-1")).

   4.02         Third Amended and Restated Certificate of Incorporation of the
                Registrant to be effective upon the closing of Registrant's
                initial public offering (incorporated herein by reference to
                Exhibit 3.03 of the Form S-1).

   4.03         Bylaws of the Registrant (incorporated herein by reference to
                Exhibit 3.04 of the Form S-1).

   4.04         Form of Amended and Restated Bylaws of the Registrant to be
                effective upon the closing of the Registrant's initial public
                offering (incorporated herein by reference to Exhibit 3.05 of
                the Form S-1) .

   4.05         Registrant's 1995 Stock Option Plan (incorporated herein by
                reference to Exhibit 10.06 of the Form S-1).

   4.06         Registrant's 1997 Stock Option Plan (incorporated herein by
                reference to Exhibit 10.07 of the Form S-1).

   4.07         Registrant's 1998 Directors Stock Option Plan (incorporated
                herein by reference to Exhibit 10.08 of the Form S-1).

   4.08         Registrant's 1998 Equity Incentive Plan (incorporated herein by
                reference to Exhibit 10.09 of the Form S-1).

   4.09         Registrant's 1998 Employee Stock Purchase Plan (incorporated
                herein by reference to Exhibit 10.10 of the Form S-1).

   4.10         Investors' Rights Agreement, dated November 15, 1996, among the
                Registrant and the parties indicated therein (incorporated
                herein by reference to Exhibit 4.01 of the Form S-1).

   5.01         Opinion of Fenwick & West LLP.

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

  23.02         Consent of KPMG Peat Marwick LLP.
 
  24.01         Power of Attorney (see page 5).



                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21448}]
{"company-data": {"conformed-name": "VERISIGN INC/CA", "cik": "0001014473", "assigned-sic": "7371", "irs-number": "943221585", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45237", "film-number": "98517291"}, "business-address": {"street1": "1390 SHOREBIRD WAY", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6509617500"}, "mail-address": {"street1": "1390 SHOREBIRD WAY", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
As filed with the Securities and Exchange Commission on January 30, 1998
                                                    Registration No. 333-_______

________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                VERISIGN, INC.
            (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                           94-3221585
  (State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                       Identification No.)

                              1390 SHOREBIRD WAY
                           MOUNTAIN VIEW, CA  94043
         (Address of Principal Executive Offices, including Zip Code)

                       1998 EMPLOYEE STOCK PURCHASE PLAN
                           (Full Title of the Plan)

                                 DANA L. EVAN
                            CHIEF FINANCIAL OFFICER
                                VERISIGN, INC.
                              1390 SHOREBIRD WAY
                           MOUNTAIN VIEW, CA  94043
                                (650) 961-7500
           (Name, Address and Telephone Number of Agent For Service)

                                  COPIES TO:
                                        
                           Laird H. Simons III, Esq.
                            Jeffrey R. Vetter, Esq.
                            Michael J. McAdam, Esq.
                              Fenwick & West LLP
                             Two Palo Alto Square
                             Palo Alto, CA  94306

                        CALCULATION OF REGISTRATION FEE
__________________________________________________________________________________________________________________________
                                            AMOUNT           PROPOSED MAXIMUM         PROPOSED MAXIMUM          AMOUNT OF
                                             TO BE          OFFERING PRICE PER       AGGREGATE OFFERING       REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED               SHARE                    PRICE                  FEE
__________________________________________________________________________________________________________________________
Common Stock, $0.001 par value              400,000(1)             14.00(2)               5,600,000(2)            $1,652
__________________________________________________________________________________________________________________________
(1) Shares available for issuance as of January 29, 1998 under the 1998 
    Employee Stock Purchase Plan.

(2) Estimated as of January 29, 1998 pursuant to Rule 457(a) solely for the
    purpose of calculating the registration fee.
VERISIGN, INC.
                      REGISTRATION STATEMENT ON FORM S-8
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
------   --------------------------------------- 

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

     (a)  The Registrant's prospectus filed pursuant to Rule 424(b) under the
          Securities Act of 1933, as amended (the "Securities Act"), that
          contains audited financial statements of the Registrant for the period
          from April 12, 1995 (inception) to December 31, 1995 and for each of
          the years in the two-year period ended December 31, 1996 and 1997.

     (b)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed under Section
          12(g) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), including any amendment or report filed for the
          purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.
-------  ------------------------- 

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
------   -------------------------------------- 

     The consolidated financial statements and schedules of VeriSign, Inc. and 
subsidiary as of December 31, 1996 and 1997 and for the period from April 12, 
1995 (inception) to December 31, 1995 and for each of the years in the two-year 
period ended December 31, 1997 have been incorporated herein by reference in 
reliance upon the reports of KPMG Peat Marwick LLP, independent auditors, 
incorporated herein by reference, and upon the authority of said firm as experts
in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.
------   --------------------------------------------------------------------- 

     As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (regarding unlawful
dividends and stock purchases) or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the Amended and Restated
Bylaws of the Registrant provide that: (i) the Registrant is required to
indemnify its directors to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions; (ii) the Registrant
may, in its discretion, indemnify its other employees and agents to the extent
that it indemnifies its officers and directors, unless otherwise required by
law, its Certificate of Incorporation, its Amended and Restated Bylaws, or
agreement; (iii) the Registrant is required to advance expenses, as incurred, to
its directors and executive officers in connection with defending a legal
proceeding to the fullest extent permitted by the Delaware General Corporation
Law, subject to certain very limited exceptions; and (iv) the rights conferred
in the Amended and Bylaws are not exclusive.

     The Registrant has entered into Indemnification Agreements with each of its
current directors and executive officers to give such directors and executive
officers additional contractual assurances regarding the scope of the
indemnification set forth in the Registrant's Certificate of Incorporation and
to provide additional procedural protections.  At present, there is no pending
litigation or proceeding involving a director, officer or employee of the

                                       2
Registrant regarding which indemnification is sought, nor is the Registrant
aware of any threatened litigation that may result in claims for
indemnification.

     Reference is also made to Article VIII of the Underwriting Agreement for
the registrant's initial public offering, effected pursuant to a Registration
Statement on Form S-1, File No. 333-40789, which provides for the
indemnification of officers, directors and controlling persons of the Registrant
against certain liabilities.  The indemnification provisions in the Registrant's
Certificate of Incorporation, Amended and Restated Bylaws and the
Indemnification Agreements entered into between the Registrant and each of its
directors and executive officers may be sufficiently broad to permit
indemnification of the Registrant's directors ad executive officers for
liabilities arising under the Securities Act.

     The Registrant, with approval by the Registrant's Board of Directors, has
applied for, and expects to obtain, directors' and officers' liability
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
------   ----------------------------------- 

     Not applicable.

ITEM 8.  EXHIBITS.
------   -------- 

     4.01 Second Amended and Restated Certificate of Incorporation of the
          Registrant, as amended (incorporated herein by reference to Exhibits
          3.01 and 3.02 of the Registrant's Registration Statement on Form S-1,
          File No. 333-40789, originally filed with the Commission on November
          21, 1997, as subsequently amended (the "Form S-1")).

     4.02 Third Amended and Restated Certificate of Incorporation of the
          Registrant to be effective upon the closing of Registrant's initial
          public offering (incorporated herein by reference to Exhibit 3.03 of
          the Form S-1).

     4.03 Bylaws of the Registrant (incorporated herein by reference to Exhibit
          3.04 of the Form S-1).

     4.04 Form of Amended and Restated Bylaws of the Registrant to be effective
          upon the closing of the Registrant's initial public offering
          (incorporated herein by reference to Exhibit 3.05 of the Form S-1).

     4.05 Registrant's 1995 Stock Option Plan (incorporated herein by reference
          to Exhibit 10.06 of the Form S-1).

     4.06 Registrant's 1997 Stock Option Plan (incorporated herein by reference
          to Exhibit 10.07 of the Form S-1).

     4.07 Registrant's 1998 Directors Stock Option Plan (incorporated herein by
          reference to Exhibit 10.08 of the Form S-1).

     4.08 Registrant's 1998 Equity Incentive Plan (incorporated herein by
          reference to Exhibit 10.09 of the Form S-1).

     4.09 Registrant's 1998 Employee Stock Purchase Plan (incorporated herein by
          reference to Exhibit 10.10 of the Form S-1).

     4.10 Investors' Rights Agreement, dated November 15, 1996, among the
          Registrant and the parties indicated therein (incorporated herein by
          reference to Exhibit 4.01 of the Form S-1).

     5.01 Opinion of Fenwick & West LLP.

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

                                       3
23.02 Consent of KPMG Peat Marwick LLP.

    24.01 Power of Attorney (see page 5).

ITEM 9.  UNDERTAKINGS.
------   ------------ 

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement;

        (iii)  To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement.

          Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
          --------  -------                                                 
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

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

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     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 the initial bona
                                                                           ----
fide offering thereof.
----                  

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

                                       4
POWER OF ATTORNEY

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

                                  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 Mountain View, State of California, on this 29th
day of January, 1998.

                                VERISIGN, INC.

                                By: /s/ Stratton D. Sclavos
                                    --------------------------------------
                                    Stratton D. Sclavos,
                                    President, Chief Executive Officer 
                                    and Director

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                    Title                                 Date
                ---------                                    -----                                 ----
PRINCIPAL EXECUTIVE OFFICER:
 
/s/ Stratton D. Sclavos                         President, Chief Executive Officer      January 29, 1998
__________________________________________      and Director
Stratton D. Sclavos 

PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER:
 
/s/ Dana L. Evan                                Vice President of Finance and           January 29, 1998
____________________________________________    Administration and Chief Financial
Dana L. Evan                                    Officer
 
ADDITIONAL DIRECTORS

/s/ D. James Bidzos 
____________________________________________    Chairman of the Board                   January 29, 1998
D. James Bidzos 
 
/s/ William Chenevich 
____________________________________________    Director                                January 29, 1998
William Chenevich 

/s/ Kevin R. Compton 
____________________________________________    Director                                January 29, 1998
Kevin R. Compton 

/s/ David J. Cowan 
____________________________________________    Director                                January 29, 1998
David J. Cowan 

/s/ Timothy Tomlinson 
____________________________________________    Director and Secretary                  January 29, 1998
Timothy Tomlinson
5
EXHIBIT INDEX
                                 -------------
                                        
 
Exhibit No.               Description
----------                -----------

   4.01         Second Amended and Restated Certificate of Incorporation of the
                Registrant, as amended (incorporated herein by reference to
                Exhibits 3.01 and 3.02 of the Registrant's Registration
                Statement on Form S-1, File No. 333-40789, originally filed with
                the Commission on November 21, 1997, as subsequently amended
                (the "Form S-1")).

   4.02         Third Amended and Restated Certificate of Incorporation of the
                Registrant to be effective upon the closing of Registrant's
                initial public offering (incorporated herein by reference to
                Exhibit 3.03 of the Form S-1).

   4.03         Bylaws of the Registrant (incorporated herein by reference to
                Exhibit 3.04 of the Form S-1).

   4.04         Form of Amended and Restated Bylaws of the Registrant to be
                effective upon the closing of the Registrant's initial public
                offering (incorporated herein by reference to Exhibit 3.05 of
                the Form S-1) .

   4.05         Registrant's 1995 Stock Option Plan (incorporated herein by
                reference to Exhibit 10.06 of the Form S-1).

   4.06         Registrant's 1997 Stock Option Plan (incorporated herein by
                reference to Exhibit 10.07 of the Form S-1).

   4.07         Registrant's 1998 Directors Stock Option Plan (incorporated
                herein by reference to Exhibit 10.08 of the Form S-1).

   4.08         Registrant's 1998 Equity Incentive Plan (incorporated herein by
                reference to Exhibit 10.09 of the Form S-1).

   4.09         Registrant's 1998 Employee Stock Purchase Plan (incorporated
                herein by reference to Exhibit 10.10 of the Form S-1).

   4.10         Investors' Rights Agreement, dated November 15, 1996, among the
                Registrant and the parties indicated therein (incorporated
                herein by reference to Exhibit 4.01 of the Form S-1).

   5.01         Opinion of Fenwick & West LLP.

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

  23.02         Consent of KPMG Peat Marwick LLP.
 
  24.01         Power of Attorney (see page 5).

                                       6