

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   __________


                                    FORM S-8


                 REGISTRATION STATEMENT UNDER THE SECURITIES
                                   ACT OF 1933



                             3DFX INTERACTIVE, INC.
            --------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


             CALIFORNIA                                 77-0390421
   -------------------------------              -----------------------
(State of incorporation or organization)           (IRS Employer
                                                    Identification No.)


                            4435 Fortran Drive
                           San Jose, California              95134
                   -------------------------------        -----------
              (Address of principal executive offices)     (Zip Code)

                      1997 EMPLOYEE STOCK PURCHASE PLAN
            --------------------------------------------------------
                             (Full title of the plans)

                                  DAVID ZACARIAS
                     Chief Financial Officer and Secretary
                             3DFX INTERACTIVE, INC.
                              4435 Fortran Drive
                           San Jose, California  95134
                               (408) 935-4400
            --------------------------------------------------------
(Name, address, and telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE
            --------------------------------------------------------
                                        Proposed        Proposed
Title of Each Class of                   Maximum         Maximum      Amount of
Securities to be       Amount to be   Offering Price    Aggregate  Registration
Registered              Registered       Per Share    Offering Price    Fee
--------------------------------------------------------------------------------
Common Stock, no par
value                       200,000         $9.00(1)     $1,800,000   $475.20
--------------------------------------------------------------------------------

(1)  Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
January 12, 2000.

<PAGE>

The contents of the Registrant's Form S-8 Registration Statement
(Registration Statement No. 333-58207) filed with the Commission on
June 20, 1998 and the Registrant's Form S-8 Registration Statement
(Registration Statement No. 333-39109) filed with the Commission on
October 30, 1997 are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit
Number    Document


4.1      1997 Employee Stock Purchase Plan, as amended, and forms of
         agreement thereunder.

5.1     Opinion of Wilson Sonsini Goodrich & Rosati, a
        Professional Corporation.

23.1    Consent of Independent Accountants.

23.2    Consent of counsel (contained in Exhibit 5.1).

24.1    Power of Attorney (see page II-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 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 that time shall
be deemed to be the initial bona fide offering
thereof.

(3)     To remove from registration by means of 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 Registrant pursuant to the California General Corporations
Code, the Restated Articles of Incorporation or the Bylaws of
Registrant, Indemnification Agreements entered into between Registrant
and its officers and directors, or otherwise, 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 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 hereunder, 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 indemnifi-
cation by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Jose, State
of California, on this 18th day of January, 2000.

                                           3DFX INTERACTIVE, INC.
                                           By: /S/ ALEX LEUPP
                                           Alex Leupp
                                           President, Chief Executive
                                           Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally,
Alex Leupp and David Zacarias his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-
effective amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

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

         Signature                         Title                     Date
---------------------------  ----------------------------------  -------------
  /s/ ALEX LEUPP              President, Chief Executive      January 18, 2000
---------------------------    Officer and Director
     (Alex Leupp)            (Principal Executive Officer)

  /s/ DAVID ZACARIAS        Vice President of Finance and     January 18, 2000
---------------------------    Chief Financial Officer
     (David Zacarias)        (Principal Financial and
                             Accounting Officer)

 /s/ GORDON A. CAMPBELL      Chairman of the Board            January 18, 2000
---------------------------
     (Gordon A. Campbell)

  /s/ JAMES WHIMS           Director                          January 18, 2000
---------------------------
     (James Whims)

  /s/ PHILIP M. YOUNG       Director                          January 18, 2000
---------------------------
     (Philip M. Young)

  /s/ ANTHONY SUN           Director                          January 18, 2000
---------------------------
     (Anthony Sun)
Vice President, Finance and

  /s/ SCOTT D. SELLERS      Director                          January 18, 2000
---------------------------
     (Scott D. Sellers)

  /s/ WILLIAM OGLE          Director                          January 18, 2000
---------------------------
     (William Ogle)

  /s/ JIM HOPKINS           Director                          January 18, 2000
---------------------------
     (Jim Hopkins)



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                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                    ___________________________________
                                 EXHIBITS
                    ___________________________________

                      Registration Statement on Form S-8
                            3Dfx Interactive, Inc.
                               January 20, 2000

                             INDEX TO EXHIBITS

Exhibit
Number         Documents
4.1   1997 Employee Stock Purchase Plan, as amended, and forms of agreement
      thereunder

5.1   Opinion of counsel as to legality of securities being registered

23.1  Consent of Independent Accountants

23.2  Consent of counsel (contained in Exhibit 5.1)

24.1  Power of Attorney (see page II-5)


