<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 2000.
                                                   REGISTRATION NO. 333 -

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                           ULTIMATE ELECTRONICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

          DELAWARE                                             84-0585211
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NUMBER)

        321 WEST 84TH AVENUE, SUITE A, THORNTON, CO 80260 (303) 412-2500
     (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           2000 EQUITY INCENTIVE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN

                              (FULL TITLE OF PLAN)

   ALAN E. KESSOCK                                     WITH A COPY TO:
CHIEF FINANCIAL OFFICER                             PATRICIA PETERSON, ESQ.
321 WEST 84TH AVENUE, SUITE A                      DAVIS, GRAHAM & STUBBS LLP
 THORNTON, COLORADO 80260                         370 17TH STREET, SUITE 4700
    (303) 412-2500                                  DENVER, COLORADO  80202

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

<TABLE>
<CAPTION>

                           CALCULATION OF REGISTRATION FEE
------------------------------- -------------------- ------------------ --------------------- ------------------
    TITLE OF EACH CLASS OF                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
 SECURITIES TO BE REGISTERED                          OFFERING PRICE     AGGREGATE OFFERING       AMOUNT OF
                                   AMOUNT TO BE        PER SHARE(1)           PRICE(1)        REGISTRATION FEE
                                    REGISTERED
------------------------------- -------------------- ------------------ --------------------- ------------------
<S>                             <C>                  <C>                <C>                   <C>
COMMON STOCK ($.01 PAR              700,000(2)            $25.50            $17,850,000           $4,712.40
VALUE)
------------------------------- -------------------- ------------------ --------------------- ------------------
</TABLE>

      (1) Estimated solely for the purposes of calculating the amount of the
      registration fee pursuant to Rule 457(h). The price per share and
      aggregate offering price are based upon the average of the high and low
      prices of the Registrant's Common Stock on July 19, 2000 as quoted on
      NASDAQ.
      (2) Includes 300,000 shares of Ultimate Electronics, Inc. common stock
      authorized for issuance under the 2000 Equity Incentive Plan and 400,000
      000 shares of Ultimate Electronics, Inc. common stock authorized for
      issuance under the Employee Stock Purchase Plan.

<PAGE>


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, filed or to be filed by the Registrant with
the Securities and Exchange Commission (the "Commission"), are hereby
incorporated or deemed to be incorporated in this Registration Statement by
reference:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
January 31, 2000, filed with the Commission on May 1, 2000.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended April 30, 2000, filed with the Commission on June 14, 2000.

         (c) The Registrant's Current Report on Form 8-K as filed with the
Commission on February 11, 2000 announcing the Registrant's intention to
redeem its outstanding 10.25% mortgage bonds on March 31, 2000.

         (d) The Registrant's Current Report on Form 8-K as filed with the
Commission on February 11, 2000 announcing the Registrant's change in
accounting for insured extended service contracts and the resulting
restatement of previously published financial statements.

         (e) The description of Registrant's Common Stock contained in the
Registrant's registration statement on Form 8-A filed on October 5, 1993,
including any amendments or reports filed for the purpose of updating such
descriptions.

         (f) The description of the Registrant's Preferred Stock Purchase
Rights contained in the Registrant's Form 8-A as filed with the Commission in
February 1995.

         All documents filed by the Registrant with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment to the Registration Statement indicating that
all securities offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.

         Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

4.       DESCRIPTION OF SECURITIES.

         Not applicable.

<PAGE>

5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("Delaware Law")
permits, subject to certain conditions, a corporation to indemnify its
directors, officers, employees and agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such director officer, employee or agent in
connection with the threatened, pending or completed actions, suits and
proceedings (other than actions by or in the right of the corporation) in or
to which any of such persons is a party or is threatened to be made a party.

         Our certificate of incorporation contains certain provisions
permitted under the DGCL relating to the liability of directors, officers and
employees. These provisions eliminate a director's personal liability for
monetary damages resulting from a breach of fiduciary duty, except in
connection with:

         -   any breach of the director's duty of loyalty to Ultimate
             Electronics or our stockholders;
         -   acts or omissions not in good faith or which involve intentional
             misconduct  or a knowing  violation of law;
         -   violations of Section 174 of the DGCL; or
         -   any transaction from which the director derives an improper
             personal benefit.

         The certificate of incorporation and our bylaws also contain
provisions indemnifying our directors and officers to the fullest extent
permitted under applicable laws and the laws of the State of Delaware
currently in effect and as amended from time to time, against all liability
and expense incurred by reason of the fact that he or she is or was a
director or officer of Ultimate Electronics or serving Ultimate Electronics
in other capacities. We believe that these provisions will assist us in
attracting and retaining qualified individuals to serve as directors.

         Ultimate Electronics has entered into agreements to indemnify our
directors and officers which are intended to provide the maximum
indemnification permitted by Delaware law. These agreements, among other
things, indemnify each of them for certain liabilities and expenses
(including attorneys' fees), judgments, fines and settlement amounts incurred
by them in any action or proceeding, including any action by or in the right
of Ultimate Electronics, on account of such director's service with Ultimate
Electronics.

7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

<PAGE>

8.       EXHIBITS

         4.1      2000 Equity Incentive Plan.

         4.2      Employee Stock Purchase Plan.

         5.1      Opinion and Consent of Davis, Graham & Stubbs LLP.

         23.1     Consent of Counsel.  See Exhibit 5.1.

         23.2     Consent of Ernst & Young LLP.

         25.1     Power of Attorney.  Included on signature page.

9.       UNDERTAKINGS

         A.       The undersigned Registrant hereby undertakes:

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

                           (i) to include any prospectus required by section
         10(a)(3) of the Securities Act of 1933;

                           (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 thereof) which, individually or
         together, represent a fundamental change in the information set forth
         in this Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

                           (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 A(1)(i)
         and A(1)(ii) 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 15(d) of the

<PAGE>

         Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement.

                  (2) That, for the purpose of determining any 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
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.

                  (4) That, for 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 Securities Exchange Act of
1934 that is incorporated by reference in this 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.

         B. The undersigned Registrant hereby undertakes that, 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 foregoing provisions, 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.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Thornton, State of Colorado, on the
20th day of July, 2000.

                                 ULTIMATE ELECTRONICS, INC.



                                 By: /s/ Alan E. Kessock
                                    ------------------------------
                                    Alan E. Kessock
                                    Chief Financial Officer, Secretary



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, J. Edward
McEntire, David J. Workman and Alan E. Kessock or any of them, with full
power to act alone as his true and lawful attorney-in-fact, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments and any registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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>

 /s/ William J. Pearse                      Chairman of the Board of Directors                   July 20, 2000
------------------------------------
William J. Pearse

 /s/ J. Edward McEntire                     Chief Executive Officer and Director                 July 20, 2000
------------------------------------        (Principal Executive Officer)
J. Edward McEntire

 /s/ David J. Workman                       President, Chief Operating Officer and               July 20, 2000
------------------------------------        Director
David J. Workman


<PAGE>

<S>                                         <C>                                                <C>

 /s/ Alan E. Kessock
------------------------------------        Senior Vice President--Finance,                      July 20, 2000
Alan E. Kessock                             Chief Financial Officer, Secretary,
                                            Treasurer and Director
                                            (Principal Accounting Officer)

 /s/ Neal A. Bobrick                        Senior Vice President - Sales and Marketing          July 20, 2000
------------------------------------
Neal A. Bobrick

 /s/ Robert W. Beale
------------------------------------        Director                                             July 20, 2000
Robert W. Beale

 /s/ Randall F. Bellows
------------------------------------        Director                                             July 20, 2000
Randall F. Bellows

</TABLE>


<PAGE>




                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit                                                             Sequential
  No.                     Description                                 Page No.

<S>               <C>                                               <C>
4.1               2000 Equity Incentive Plan

4.2               Employee Stock Purchase Plan

5.1               Opinion and Consent of Davis, Graham & Stubbs LLP.

23.1              Consent of Counsel.  See Exhibit 5.1.

23.2              Consent of Ernst & Young LLP.

25.1              Power of Attorney.  Included on Signature Page.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17988}]
{"company-data": {"conformed-name": "ULTIMATE ELECTRONICS INC", "cik": "0000911626", "assigned-sic": "5731", "irs-number": "840585211", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41948", "film-number": "676688"}, "business-address": {"street1": "321 WEST 84TH AVE", "street2": "STE A", "city": "THORNTON", "state": "CO", "zip": "80260", "phone": "3034122500"}, "mail-address": {"street1": "321 WEST 84TH AVE", "street2": "STE A", "city": "THORNTON", "state": "CO", "zip": "80260"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 2000.
                                                   REGISTRATION NO. 333 -

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                           ULTIMATE ELECTRONICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

          DELAWARE                                             84-0585211
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NUMBER)

        321 WEST 84TH AVENUE, SUITE A, THORNTON, CO 80260 (303) 412-2500
     (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           2000 EQUITY INCENTIVE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN

                              (FULL TITLE OF PLAN)

   ALAN E. KESSOCK                                     WITH A COPY TO:
CHIEF FINANCIAL OFFICER                             PATRICIA PETERSON, ESQ.
321 WEST 84TH AVENUE, SUITE A                      DAVIS, GRAHAM & STUBBS LLP
 THORNTON, COLORADO 80260                         370 17TH STREET, SUITE 4700
    (303) 412-2500                                  DENVER, COLORADO  80202

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
------------------------------- -------------------- ------------------ --------------------- ------------------
    TITLE OF EACH CLASS OF                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
 SECURITIES TO BE REGISTERED                          OFFERING PRICE     AGGREGATE OFFERING       AMOUNT OF
                                   AMOUNT TO BE        PER SHARE(1)           PRICE(1)        REGISTRATION FEE
                                    REGISTERED
------------------------------- -------------------- ------------------ --------------------- ------------------
COMMON STOCK ($.01 PAR              700,000(2)            $25.50            $17,850,000           $4,712.40
VALUE)
------------------------------- -------------------- ------------------ --------------------- ------------------
(1) Estimated solely for the purposes of calculating the amount of the
      registration fee pursuant to Rule 457(h). The price per share and
      aggregate offering price are based upon the average of the high and low
      prices of the Registrant's Common Stock on July 19, 2000 as quoted on
      NASDAQ.
      (2) Includes 300,000 shares of Ultimate Electronics, Inc. common stock
      authorized for issuance under the 2000 Equity Incentive Plan and 400,000
      000 shares of Ultimate Electronics, Inc. common stock authorized for
      issuance under the Employee Stock Purchase Plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, filed or to be filed by the Registrant with
the Securities and Exchange Commission (the "Commission"), are hereby
incorporated or deemed to be incorporated in this Registration Statement by
reference:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
January 31, 2000, filed with the Commission on May 1, 2000.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended April 30, 2000, filed with the Commission on June 14, 2000.

         (c) The Registrant's Current Report on Form 8-K as filed with the
Commission on February 11, 2000 announcing the Registrant's intention to
redeem its outstanding 10.25% mortgage bonds on March 31, 2000.

         (d) The Registrant's Current Report on Form 8-K as filed with the
Commission on February 11, 2000 announcing the Registrant's change in
accounting for insured extended service contracts and the resulting
restatement of previously published financial statements.

         (e) The description of Registrant's Common Stock contained in the
Registrant's registration statement on Form 8-A filed on October 5, 1993,
including any amendments or reports filed for the purpose of updating such
descriptions.

         (f) The description of the Registrant's Preferred Stock Purchase
Rights contained in the Registrant's Form 8-A as filed with the Commission in
February 1995.

         All documents filed by the Registrant with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment to the Registration Statement indicating that
all securities offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.

         Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

4.       DESCRIPTION OF SECURITIES.

         Not applicable.
5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("Delaware Law")
permits, subject to certain conditions, a corporation to indemnify its
directors, officers, employees and agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such director officer, employee or agent in
connection with the threatened, pending or completed actions, suits and
proceedings (other than actions by or in the right of the corporation) in or
to which any of such persons is a party or is threatened to be made a party.

         Our certificate of incorporation contains certain provisions
permitted under the DGCL relating to the liability of directors, officers and
employees. These provisions eliminate a director's personal liability for
monetary damages resulting from a breach of fiduciary duty, except in
connection with:

         -   any breach of the director's duty of loyalty to Ultimate
             Electronics or our stockholders;
         -   acts or omissions not in good faith or which involve intentional
             misconduct  or a knowing  violation of law;
         -   violations of Section 174 of the DGCL; or
         -   any transaction from which the director derives an improper
             personal benefit.

         The certificate of incorporation and our bylaws also contain
provisions indemnifying our directors and officers to the fullest extent
permitted under applicable laws and the laws of the State of Delaware
currently in effect and as amended from time to time, against all liability
and expense incurred by reason of the fact that he or she is or was a
director or officer of Ultimate Electronics or serving Ultimate Electronics
in other capacities. We believe that these provisions will assist us in
attracting and retaining qualified individuals to serve as directors.

         Ultimate Electronics has entered into agreements to indemnify our
directors and officers which are intended to provide the maximum
indemnification permitted by Delaware law. These agreements, among other
things, indemnify each of them for certain liabilities and expenses
(including attorneys' fees), judgments, fines and settlement amounts incurred
by them in any action or proceeding, including any action by or in the right
of Ultimate Electronics, on account of such director's service with Ultimate
Electronics.

7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
8.       EXHIBITS

         4.1      2000 Equity Incentive Plan.

         4.2      Employee Stock Purchase Plan.

         5.1      Opinion and Consent of Davis, Graham & Stubbs LLP.

         23.1     Consent of Counsel.  See Exhibit 5.1.

         23.2     Consent of Ernst & Young LLP.

         25.1     Power of Attorney.  Included on signature page.

9.       UNDERTAKINGS

         A.       The undersigned Registrant hereby undertakes:

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

                           (i) to include any prospectus required by section
         10(a)(3) of the Securities Act of 1933;

                           (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 thereof) which, individually or
         together, represent a fundamental change in the information set forth
         in this Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

                           (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 A(1)(i)
         and A(1)(ii) 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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement.

                  (2) That, for the purpose of determining any 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
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.

                  (4) That, for 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 Securities Exchange Act of
1934 that is incorporated by reference in this 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.

         B. The undersigned Registrant hereby undertakes that, 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 foregoing provisions, 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.
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 Thornton, State of Colorado, on the
20th day of July, 2000.

                                 ULTIMATE ELECTRONICS, INC.

                                 By: /s/ Alan E. Kessock
                                    ------------------------------
                                    Alan E. Kessock
                                    Chief Financial Officer, Secretary

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, J. Edward
McEntire, David J. Workman and Alan E. Kessock or any of them, with full
power to act alone as his true and lawful attorney-in-fact, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments and any registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature                              Title                                               Date
/s/ William J. Pearse                      Chairman of the Board of Directors                   July 20, 2000
------------------------------------
William J. Pearse

 /s/ J. Edward McEntire                     Chief Executive Officer and Director                 July 20, 2000
------------------------------------        (Principal Executive Officer)
J. Edward McEntire

 /s/ David J. Workman                       President, Chief Operating Officer and               July 20, 2000
------------------------------------        Director
David J. Workman
/s/ Alan E. Kessock
------------------------------------        Senior Vice President--Finance,                      July 20, 2000
Alan E. Kessock                             Chief Financial Officer, Secretary,
                                            Treasurer and Director
                                            (Principal Accounting Officer)

 /s/ Neal A. Bobrick                        Senior Vice President - Sales and Marketing          July 20, 2000
------------------------------------
Neal A. Bobrick

 /s/ Robert W. Beale
------------------------------------        Director                                             July 20, 2000
Robert W. Beale

 /s/ Randall F. Bellows
------------------------------------        Director                                             July 20, 2000
Randall F. Bellows
EXHIBIT INDEX
Exhibit                                                             Sequential
  No.                     Description                                 Page No.
4.1               2000 Equity Incentive Plan

4.2               Employee Stock Purchase Plan

5.1               Opinion and Consent of Davis, Graham & Stubbs LLP.

23.1              Consent of Counsel.  See Exhibit 5.1.

23.2              Consent of Ernst & Young LLP.

25.1              Power of Attorney.  Included on Signature Page.