As filed with the Securities and Exchange Commission on June 28, 2004

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                      EXFO ELECTRO-OPTICAL ENGINEERING INC.
             (Exact name of registrant as specified in its charter)


         CANADA                                         98-0131231
     (State or other                                 (I.R.S. Employer
     jurisdiction of                                 Identification No.)
     incorporation or
     organization)
                           --------------------------

                                400 GODIN AVENUE
                                 VANIER, QUEBEC
                                 CANADA G1M 2K2
                                 (418) 683-0211
              (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)
                           --------------------------
                                STOCK OPTION PLAN
                            (Full title of the plan)
                           --------------------------
                              CT CORPORATION SYSTEM
                                111 EIGHTH AVENUE
                            NEW YORK, NEW YORK 10011
                                 (212) 894-8940
                     (Name and Address, including Zip Code,
         and Telephone Number, including Area Code of Agent For Service)
                           --------------------------
                                   COPIES TO:
                             EDWIN S. MAYNARD, ESQ.
                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3000
                           --------------------------
<TABLE>
<CAPTION>
                                               CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                           PROPOSED MAXIMUM        PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES       AMOUNT              OFFERING PRICE        AGGREGATE OFFERING        AMOUNT OF
TO BE REGISTERED                  TO BE REGISTERED           PER SHARE (3)             PRICE (3)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>                 <C>                    <C>                 <C>
Subordinate voting shares,        1,835,192 (1)(2)          U.S. $4.32              U.S. $7,928,030        U.S. $1,005
without par value
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Represents 1,835,192 shares issuable upon exercise of options to be granted
     pursuant to the Registrant's Stock Option Plan.
(2)  This Registration Statement shall, in accordance with Rule 416 under the
     Securities Act of 1933, as amended, be deemed to cover such additional
     shares as may be issued to prevent dilution resulting from stock splits,
     stock dividends or similar transactions.
(3)  Estimated solely for the purpose of computing the registration fee in
     accordance with Rule 457(c) and 457(h)(1) of the Securities Act and based
     on the average of the high and the low prices of the subordinate voting
     shares reported on the Nasdaq National Market on June 22, 2004.

<PAGE>

                                EXPLANATORY NOTE


                  Pursuant to General Instruction E of Form S-8, the registrant,
EXFO Electro-Optical Engineering Inc. (the "Registrant"), is filing this
registration statement with respect to the issuance of an additional 1,835,192
shares issuable upon exercise of options to be granted pursuant to the
Registrant's Stock Option Plan (the "Plan"). On June 28, 2001, the Registrant
filed a registration statement (the "Original Registration Statement") on Form
S-8 (File No. 333-64004) with respect to the issuance of 4,470,961 shares
issuable upon exercise shares of options to be granted pursuant to the Plan. The
contents of the Original Registration Statement are hereby incorporated in this
registration statement by reference.

<PAGE>

                                    PART II


                          INFORMATION REQUIRED IN THE

                             REGISTRATION STATEMENT



EXHIBIT NO.                DESCRIPTION OF EXHIBIT
-----------                ----------------------

4.1(a)*                    Stock Option Plan

5.1                        Opinion of Fasken Martineau DuMoulin LLP regarding
                           the legality of the securities being registered

23.1                       Consent of PricewaterhouseCoopers LLP

23.2                       Consent of Fasken Martineau DuMoulin LLP (contained
                           in Exhibit 5.1)

24.1                       Power of attorney (included on the signature page)


------------
*    Incorporated by reference from Form S-8 filed on June 28, 2001
     (File No. 333-64004)



<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, 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 Vanier, Province of Quebec, Canada, on June 28, 2004.


                                    EXFO ELECTRO-OPTICAL ENGINEERING INC.


                                    By: /s/ Germain Lamonde
                                        ---------------------------------------
                                        Name:   Germain Lamonde
                                        Title:  Chairman of the Board, President
                                                and Chief Executive Officer


                                POWER OF ATTORNEY

                  We, the undersigned, officers and directors of EXFO
Electro-Optical Engineering Inc. hereby severally constitute Germain Lamonde and
Pierre Plamondon, or any one of them, with full power to act without the other,
our true and lawful attorneys, with full power to sign for us and in our names
in the capacities indicated below, any and all amendments, including
post-effective amendments, to this Registration Statement, and generally do all
such things in our name and behalf in such capacities to enable EXFO
Electro-Optical Engineering Inc. to comply with the applicable provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, and we hereby ratify and confirm our signatures as they may
be signed by our said attorneys to any and all such amendments.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities indicated on June 28, 2004:

<TABLE>
<CAPTION>
         SIGNATURES                                     TITLE
<S>                             <C>
/s/ Germain Lamonde
-----------------------------   Chairman of the Board, President and Chief Executive Officer*
    Germain Lamonde             (Principal Executive Officer)


/s/ Pierre Plamondon
-----------------------------   Vice-President, Finance and Chief Financial Officer
    Pierre Plamondon, CA        (Principal Financial and Accounting Officer)


/s/ Pierre Marcouiller
-----------------------------   Director*
    Pierre Marcouiller


/s/ David A. Thompson
-----------------------------   Director*
    David A. Thompson


/s/ Andre Tremblay
-----------------------------   Director*
    Andre Tremblay


/s/ Michael Unger
-----------------------------   Director*
    Michael Unger
</TABLE>


                                      II-2
<PAGE>


         SIGNATURES                                     TITLE


/s/ Guy Marier
-----------------------------   Director*
    Guy Marier


                                      II-3
<PAGE>


Authorized Representative in the United States:

EXFO America Inc.


By:  /s/ Germain Lamonde
     --------------------------------------------
     Name:   Germain Lamonde
     Title:  Director

------------------------
*    The Stock Option Plan, under which the Shares being registered pursuant to
     this Registration Statement are issuable, is subject to administration by
     the Board of Directors of the Registrant


                                      II-4
<PAGE>


EXHIBIT NO.                DESCRIPTION OF EXHIBIT
-----------                ----------------------

4.1(a)*                    Stock Option Plan

5.1                        Opinion of Fasken Martineau DuMoulin LLP regarding
                           the legality of the securities being registered

23.1                       Consent of PricewaterhouseCoopers LLP

23.2                       Consent of Fasken Martineau DuMoulin LLP (contained
                           in Exhibit 5.1)

24.1                       Power of attorney (included on the signature page)

------------------------
*    Incorporated by reference from Form S-8 filed on June 28, 2001 (File No.
     333-64004)


                                      II-5
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{"company-data": {"conformed-name": "EXFO ELECTRO OPTICAL ENGINEERING INC", "cik": "0001116284", "assigned-sic": "3825", "irs-number": "980131231", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116945", "film-number": "04886884"}, "business-address": {"street1": "400 GODIN AVENUE", "street2": "VANIER", "state": "A8", "zip": "G1M 2K2", "phone": "4186830211"}, "mail-address": {"street1": "400 GODIN AVENUE", "street2": "VANIER", "state": "A8", "zip": "G1M 2K2"}}
As filed with the Securities and Exchange Commission on June 28, 2004

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                      EXFO ELECTRO-OPTICAL ENGINEERING INC.
             (Exact name of registrant as specified in its charter)

         CANADA                                         98-0131231
     (State or other                                 (I.R.S. Employer
     jurisdiction of                                 Identification No.)
     incorporation or
     organization)
                           --------------------------

                                400 GODIN AVENUE
                                 VANIER, QUEBEC
                                 CANADA G1M 2K2
                                 (418) 683-0211
              (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)
                           --------------------------
                                STOCK OPTION PLAN
                            (Full title of the plan)
                           --------------------------
                              CT CORPORATION SYSTEM
                                111 EIGHTH AVENUE
                            NEW YORK, NEW YORK 10011
                                 (212) 894-8940
                     (Name and Address, including Zip Code,
         and Telephone Number, including Area Code of Agent For Service)
                           --------------------------
                                   COPIES TO:
                             EDWIN S. MAYNARD, ESQ.
                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3000
                           --------------------------
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                           PROPOSED MAXIMUM        PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES       AMOUNT              OFFERING PRICE        AGGREGATE OFFERING        AMOUNT OF
TO BE REGISTERED                  TO BE REGISTERED           PER SHARE (3)             PRICE (3)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
Subordinate voting shares,        1,835,192 (1)(2)          U.S. $4.32              U.S. $7,928,030        U.S. $1,005
without par value
---------------------------------------------------------------------------------------------------------------------------
(1)  Represents 1,835,192 shares issuable upon exercise of options to be granted
     pursuant to the Registrant's Stock Option Plan.
(2)  This Registration Statement shall, in accordance with Rule 416 under the
     Securities Act of 1933, as amended, be deemed to cover such additional
     shares as may be issued to prevent dilution resulting from stock splits,
     stock dividends or similar transactions.
(3)  Estimated solely for the purpose of computing the registration fee in
     accordance with Rule 457(c) and 457(h)(1) of the Securities Act and based
     on the average of the high and the low prices of the subordinate voting
     shares reported on the Nasdaq National Market on June 22, 2004.
EXPLANATORY NOTE

                  Pursuant to General Instruction E of Form S-8, the registrant,
EXFO Electro-Optical Engineering Inc. (the "Registrant"), is filing this
registration statement with respect to the issuance of an additional 1,835,192
shares issuable upon exercise of options to be granted pursuant to the
Registrant's Stock Option Plan (the "Plan"). On June 28, 2001, the Registrant
filed a registration statement (the "Original Registration Statement") on Form
S-8 (File No. 333-64004) with respect to the issuance of 4,470,961 shares
issuable upon exercise shares of options to be granted pursuant to the Plan. The
contents of the Original Registration Statement are hereby incorporated in this
registration statement by reference.
PART II

                          INFORMATION REQUIRED IN THE

                             REGISTRATION STATEMENT

EXHIBIT NO.                DESCRIPTION OF EXHIBIT
-----------                ----------------------

4.1(a)*                    Stock Option Plan

5.1                        Opinion of Fasken Martineau DuMoulin LLP regarding
                           the legality of the securities being registered

23.1                       Consent of PricewaterhouseCoopers LLP

23.2                       Consent of Fasken Martineau DuMoulin LLP (contained
                           in Exhibit 5.1)

24.1                       Power of attorney (included on the signature page)

------------
*    Incorporated by reference from Form S-8 filed on June 28, 2001
     (File No. 333-64004)
SIGNATURES

                  Pursuant to the requirements of the Securities Act, 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 Vanier, Province of Quebec, Canada, on June 28, 2004.

                                    EXFO ELECTRO-OPTICAL ENGINEERING INC.

                                    By: /s/ Germain Lamonde
                                        ---------------------------------------
                                        Name:   Germain Lamonde
                                        Title:  Chairman of the Board, President
                                                and Chief Executive Officer

                                POWER OF ATTORNEY

                  We, the undersigned, officers and directors of EXFO
Electro-Optical Engineering Inc. hereby severally constitute Germain Lamonde and
Pierre Plamondon, or any one of them, with full power to act without the other,
our true and lawful attorneys, with full power to sign for us and in our names
in the capacities indicated below, any and all amendments, including
post-effective amendments, to this Registration Statement, and generally do all
such things in our name and behalf in such capacities to enable EXFO
Electro-Optical Engineering Inc. to comply with the applicable provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, and we hereby ratify and confirm our signatures as they may
be signed by our said attorneys to any and all such amendments.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities indicated on June 28, 2004:
SIGNATURES                                     TITLE
/s/ Germain Lamonde
-----------------------------   Chairman of the Board, President and Chief Executive Officer*
    Germain Lamonde             (Principal Executive Officer)

/s/ Pierre Plamondon
-----------------------------   Vice-President, Finance and Chief Financial Officer
    Pierre Plamondon, CA        (Principal Financial and Accounting Officer)

/s/ Pierre Marcouiller
-----------------------------   Director*
    Pierre Marcouiller

/s/ David A. Thompson
-----------------------------   Director*
    David A. Thompson

/s/ Andre Tremblay
-----------------------------   Director*
    Andre Tremblay

/s/ Michael Unger
-----------------------------   Director*
    Michael Unger
II-2
SIGNATURES                                     TITLE

/s/ Guy Marier
-----------------------------   Director*
    Guy Marier

                                      II-3
Authorized Representative in the United States:

EXFO America Inc.

By:  /s/ Germain Lamonde
     --------------------------------------------
     Name:   Germain Lamonde
     Title:  Director

------------------------
*    The Stock Option Plan, under which the Shares being registered pursuant to
     this Registration Statement are issuable, is subject to administration by
     the Board of Directors of the Registrant

                                      II-4
EXHIBIT NO.                DESCRIPTION OF EXHIBIT
-----------                ----------------------

4.1(a)*                    Stock Option Plan

5.1                        Opinion of Fasken Martineau DuMoulin LLP regarding
                           the legality of the securities being registered

23.1                       Consent of PricewaterhouseCoopers LLP

23.2                       Consent of Fasken Martineau DuMoulin LLP (contained
                           in Exhibit 5.1)

24.1                       Power of attorney (included on the signature page)

------------------------
*    Incorporated by reference from Form S-8 filed on June 28, 2001 (File No.
     333-64004)

                                      II-5