<PAGE>

       As filed with the Securities and Exchange Commission on August 25, 2000
                                                    Registration No. 333-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                        Under The Securities Act of 1933

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

                      INTEGRATED MEASUREMENT SYSTEMS, INC.

               (Exact name of registrant as specified in charter)

            OREGON                                   93-0840631
   (State or other jurisdiction of        (IRS Employer Identification Number)
     incorporation or organization)

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

                  9525 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
                               (503) 626-7117
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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

                      INTEGRATED MEASUREMENT SYSTEMS, INC.
                        1995 EMPLOYEE STOCK PURCHASE PLAN

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

                                 KEITH L. BARNES
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                      INTEGRATED MEASUREMENT SYSTEMS, INC.
                  9525 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
                                (503) 626-7117
            (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)

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

                                 WITH COPIES TO:
                            WILLIAM C. CAMPBELL, ESQ.
                                 ATER WYNNE LLP
                          222 S.W. COLUMBIA, SUITE 1800
                             PORTLAND, OREGON 97201
                                (503) 226-1191

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------------------------------------------
  Title of Securities to Be         Amount to Be           Proposed Maximum           Proposed Maximum          Amount of
         Registered                  Registered        Offering Price Per Share   Aggregate Offering Price   Registration Fee

                                                                  (1)                        (1)
------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>                         <C>                       <C>

Common Stock, par value $.01
per share....................      200,000 shares             $17.4375               $3,487,500                 $920.70
------------------------------ ----------------------- -------------------------- -------------------------- -----------------

</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price
     amounts are based on the average of the high and low sales prices
     of the Registrant's Common Stock as reported on the Nasdaq National
     Market System on August 23, 2000.

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

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This registration statement is filed in accordance with the provisions of
General Instruction E to Form S-8 for the purpose of registering additional
shares of common stock for offer and sale under the Integrated Measurement
Systems, Inc. 1995 Employee Stock Purchase Plan for which a registration
statement on Form S-8 (File No. 33-1658) is already effective. Except to the
extent that exhibits are filed herewith the contents of Integrated Measurement
Systems, Inc.'s registration statement on Form S-8 (File No. 33-1658) are hereby
incorporated by reference.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>


      NUMBER                DESCRIPTION

<S>         <C>

        5.1 Opinion of Ater Wynne LLP as to the legality of the securities being registered

       23.1 Consent of Ater Wynne LLP (included in legal opinion filed as Exhibit 5.1)

       23.2 Consent of Arthur Andersen LLP

       24.1 Powers of Attorney (included in signature page in Part II of the Registration Statement)

       99.1 Integrated Measurement Systems, Inc. 1995 Employee Stock Purchase Plan, as amended (incorporated herein by
            reference to Appendix B to the Company's Definitive Proxy Statement filed on April 17, 2000)

</TABLE>

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 of 1933;

              (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,


                                       -2-
<PAGE>

              represent a fundamental change in the information set forth in
              the 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;

          (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 subparagraphs
                1(i) and 1(ii) do not apply if the information required to be
                included in a post-effective amendment by those subparagraphs is
                contained in periodic reports filed by the registrant pursuant
                to Section 13 or Section 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 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 (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.

     (5)       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 a director, officer or controlling
          person in connection with 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.



                                       -3-
<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 authorized,
in the City of Portland, State of Oregon, on the 25th day of August, 2000.


                                       INTEGRATED MEASUREMENT SYSTEMS, INC.

                                       By /s/ Keith L. Barnes
                                          ____________________________________
                                          Keith L. Barnes
                                          President and Chief Executive Officer

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Keith L. Barnes and Fred Hall and each of them
singly, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the registration statement filed herewith and any
or all amendments to said registration statement (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
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 foregoing, 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 their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Witness our hands on the date set forth below.

     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.

                        [Signatures on following page]


                                       -4-
<PAGE>

<TABLE>
<CAPTION>

    SIGNATURE                      TITLE                                               DATE

<S>                                <C>                                               <C>
/s/ Keith L. Barnes
________________________           President, Chief Executive Officer and
Keith L. Barnes                    Director (Principal Executive Officer)

/s/ Fred Hall
________________________           Chief Financial Officer, Treasurer
Fred Hall                          and Secretary (Principal Financial Officer)

/s/ H. Raymond Bingham
________________________           Chairman of the Board
H. Raymond Bingham

/s/ Thoams R. Franz
________________________           Director
Thomas R. Franz

/s/ Paul A. Gary
________________________           Director
Paul A. Gary

/s/ C. Scott Gibson
________________________           Director
C. Scott Gibson

/s/ Milton R. Smith
________________________           Director
Milton R. Smith

/s/ James E. Solomon
________________________           Director
James E. Solomon


</TABLE>


                                       -5-
<PAGE>





                             INDEX TO EXHIBITS

<TABLE>
<CAPTION>



       EXHIBIT                                                                              PAGE
       NUMBER                    EXHIBIT                                                     NO.
       -------                   -------                                                    -----
<S>                <C>                                                               <C>

        5.1        Opinion of Ater Wynne LLP as to the legality of the securities
                   being registered

       23.1        Consent of Ater Wynne LLP (included in legal opinion filed as
                   Exhibit 5.1)

       23.2        Consent of Arthur Andersen LLP

       24.1        Powers of Attorney (included in signature page
                   in Part II of the Registration Statement)

       99.1        Integrated Measurement Systems, Inc. 1995 Employee Stock Purchase
                   Plan, as amended (incorporated herein by reference to Appendix B
                   to the Company's Definitive Proxy Statement filed on April 17, 2000)

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 14586}]
{"company-data": {"conformed-name": "INTEGRATED MEASUREMENT SYSTEMS INC /OR/", "cik": "0000945441", "assigned-sic": "3825", "irs-number": "930840631", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44558", "film-number": "710361"}, "business-address": {"street1": "9525 SW GEMINI DR", "city": "BEAVERTON", "state": "OR", "zip": "97008", "phone": "5036267117"}, "mail-address": {"street1": "9525 SW GEMINI DR", "city": "BEAVERTON", "state": "OR", "zip": "97008"}}
As filed with the Securities and Exchange Commission on August 25, 2000
                                                    Registration No. 333-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                        Under The Securities Act of 1933

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

                      INTEGRATED MEASUREMENT SYSTEMS, INC.

               (Exact name of registrant as specified in charter)

            OREGON                                   93-0840631
   (State or other jurisdiction of        (IRS Employer Identification Number)
     incorporation or organization)

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

                  9525 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
                               (503) 626-7117
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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

                      INTEGRATED MEASUREMENT SYSTEMS, INC.
                        1995 EMPLOYEE STOCK PURCHASE PLAN

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

                                 KEITH L. BARNES
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                      INTEGRATED MEASUREMENT SYSTEMS, INC.
                  9525 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
                                (503) 626-7117
            (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)

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

                                 WITH COPIES TO:
                            WILLIAM C. CAMPBELL, ESQ.
                                 ATER WYNNE LLP
                          222 S.W. COLUMBIA, SUITE 1800
                             PORTLAND, OREGON 97201
                                (503) 226-1191

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

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
  Title of Securities to Be         Amount to Be           Proposed Maximum           Proposed Maximum          Amount of
         Registered                  Registered        Offering Price Per Share   Aggregate Offering Price   Registration Fee

                                                                  (1)                        (1)
------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01
per share....................      200,000 shares             $17.4375               $3,487,500                 $920.70
------------------------------ ----------------------- -------------------------- -------------------------- -----------------
(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price
     amounts are based on the average of the high and low sales prices
     of the Registrant's Common Stock as reported on the Nasdaq National
     Market System on August 23, 2000.

==============================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This registration statement is filed in accordance with the provisions of
General Instruction E to Form S-8 for the purpose of registering additional
shares of common stock for offer and sale under the Integrated Measurement
Systems, Inc. 1995 Employee Stock Purchase Plan for which a registration
statement on Form S-8 (File No. 33-1658) is already effective. Except to the
extent that exhibits are filed herewith the contents of Integrated Measurement
Systems, Inc.'s registration statement on Form S-8 (File No. 33-1658) are hereby
incorporated by reference.

ITEM 8.  EXHIBITS
NUMBER                DESCRIPTION
5.1 Opinion of Ater Wynne LLP as to the legality of the securities being registered

       23.1 Consent of Ater Wynne LLP (included in legal opinion filed as Exhibit 5.1)

       23.2 Consent of Arthur Andersen LLP

       24.1 Powers of Attorney (included in signature page in Part II of the Registration Statement)

       99.1 Integrated Measurement Systems, Inc. 1995 Employee Stock Purchase Plan, as amended (incorporated herein by
            reference to Appendix B to the Company's Definitive Proxy Statement filed on April 17, 2000)
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 of 1933;

              (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,

                                       -2-
represent a fundamental change in the information set forth in
              the 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;

          (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 subparagraphs
                1(i) and 1(ii) do not apply if the information required to be
                included in a post-effective amendment by those subparagraphs is
                contained in periodic reports filed by the registrant pursuant
                to Section 13 or Section 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 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 (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.

     (5)       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 a director, officer or controlling
          person in connection with 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.

                                       -3-
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 authorized,
in the City of Portland, State of Oregon, on the 25th day of August, 2000.

                                       INTEGRATED MEASUREMENT SYSTEMS, INC.

                                       By /s/ Keith L. Barnes
                                          ____________________________________
                                          Keith L. Barnes
                                          President and Chief Executive Officer

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Keith L. Barnes and Fred Hall and each of them
singly, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the registration statement filed herewith and any
or all amendments to said registration statement (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
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 foregoing, 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 their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Witness our hands on the date set forth below.

     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.

                        [Signatures on following page]

                                       -4-
SIGNATURE                      TITLE                                               DATE
/s/ Keith L. Barnes
________________________           President, Chief Executive Officer and
Keith L. Barnes                    Director (Principal Executive Officer)

/s/ Fred Hall
________________________           Chief Financial Officer, Treasurer
Fred Hall                          and Secretary (Principal Financial Officer)

/s/ H. Raymond Bingham
________________________           Chairman of the Board
H. Raymond Bingham

/s/ Thoams R. Franz
________________________           Director
Thomas R. Franz

/s/ Paul A. Gary
________________________           Director
Paul A. Gary

/s/ C. Scott Gibson
________________________           Director
C. Scott Gibson

/s/ Milton R. Smith
________________________           Director
Milton R. Smith

/s/ James E. Solomon
________________________           Director
James E. Solomon
-5-
INDEX TO EXHIBITS
EXHIBIT                                                                              PAGE
       NUMBER                    EXHIBIT                                                     NO.
       -------                   -------                                                    -----
5.1        Opinion of Ater Wynne LLP as to the legality of the securities
                   being registered

       23.1        Consent of Ater Wynne LLP (included in legal opinion filed as
                   Exhibit 5.1)

       23.2        Consent of Arthur Andersen LLP

       24.1        Powers of Attorney (included in signature page
                   in Part II of the Registration Statement)

       99.1        Integrated Measurement Systems, Inc. 1995 Employee Stock Purchase
                   Plan, as amended (incorporated herein by reference to Appendix B
                   to the Company's Definitive Proxy Statement filed on April 17, 2000)