z`<PAGE>

                                                      Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------

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

                              PRI AUTOMATION, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


MASSACHUSETTS                                                        04-2495703
(STATE OR OTHERJURISDICTION OF                                 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)


805 MIDDLESEX TURNPIKE, BILLERICA, MASSACHUSETTS                     01821-3986
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                             (ZIP CODE)

                              PRI AUTOMATION, INC.
                              1994 EMPLOYEE STOCK
                          PURCHASE PLAN (as amended)

                              PRI AUTOMATION, INC.
                              2000 EMPLOYEE STOCK
                                PURCHASE PLAN

                             PRI AUTOMATION, INC.
                            2000 STOCK OPTION PLAN
                           (FULL TITLE OF THE PLANS)
                           -------------------------

                                MITCHELL G. TYSON
                      President and Chief Executive Officer
                              PRI Automation, Inc.
                             805 Middlesex Turnpike
                       Billerica, Massachusetts 01821-3986
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (978) 670-4270
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                              --------------------

                                 WITH COPIES TO:
                           Robert L. Birnbaum, Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000
                              --------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------- ----------------------  ------------------------ ---------------------- -------------------
        Title of                                          Proposed                Proposed
       securities                 Amount                   maximum                 maximum
          to be                    to be               offering price             aggregate            Amount of
       registered               registered              per share (4)            offering price     registration fee
       ----------               ----------             --------------            --------------     -----------------
     <S>                    <C>                            <C>                        <C>             <C>
      Common Stock,
     $0.01 par value        350,000 (1)                    50.24                  17,584,000         $ 4,642.18
        per share

      Common Stock,
     $0.01 par value        400,000 (2)                    59.10                  23,640,000         $ 6,240.96
        per share

      Common Stock,
     $0.01 par value         70,000 (3)                    50.24                   3,516,800         $   928.44
        per share
------------------------- ----------------------  ------------------------ ----------------------  ------------------
         TOTAL              820,000                                               44,740,800         $11,811.58
</TABLE>

         (1) Represents shares issuable upon exercise of options granted
under the Company's 2000 Employee Stock Purchase Plan.

         (2) Represents shares issuable upon exercise of options granted
under the Company's 2000 Stock Option Plan.

         (3) Represents shares issuable upon exercise of options granted
under the Company's 2000 Employee Stock Purchase Plan.

         (4) For shares issuable under the 2000 Stock Option Plan, calculated
pursuant to Rule 457(c) and (d) based on the average of the bid and ask
prices of the Common Stock on the Nasdaq Stock Market on March 30, 2000,
$59.10 (the "Nasdaq Price"). For shares issuable under the 1994 and 2000
Employee Stock Purchase Plans, calculated pursuant to Rule 457(c) and (d)
based on 85% of the Nasdaq Price.

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

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:

         (a)  PRI's Annual Report on Form 10-K for the fiscal year ended
              September 30, 1999, as filed with the Commission on December
              23, 1999, as amended by PRI's Form 10-K/A, as filed with the
              Commission on January 28, 2000;

         (b)  PRI's Quarterly Report on Form 10-Q for the quarter ended
              January 2, 2000;

         (c)  PRI's definitive Proxy Statement used in connection with its
              2000 Annual Meeting of Stockholders, as filed with the
              Commission on February 7, 2000; and

         (d)  the description of PRI's common stock, par value $0.01 per share,
              contained in the Registration Statement on Form 8-A filed with the
              Commission on October 12, 1994 under Section 12 of the Securities
              Exchange Act of 1934, including any amendment or report filed for
              the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities registered hereby is being passed upon
for PRI by Foley, Hoag & Eliot LLP, Boston, Massachusetts.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.


<PAGE>

         Article 6C of PRI's Restated Articles of Organization provides that PRI
(with certain exceptions) will indemnify and hold harmless to the fullest extent
authorized by the Massachusetts Business Corporation Law each person who was or
is made a party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise (hereinafter a "Proceeding"), by reason of the fact
that he or she is or was (a) a director of PRI, (b) an officer of PRI elected or
appointed by the stockholders or the Board of Directors, or (c) serving, at the
request of PRI as evidenced by a vote of the Board of Directors prior to the
occurrence of the event to which the indemnification relates, as a director,
officer, employee or other agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (such persons described in (a), (b) and (c) are sometimes
hereinafter referred to as "Indemnitees") against all expense, liability, and
loss reasonably incurred by any such Indemnitee in connection therewith. PRI may
also, to the extent authorized by the Board of Directors, grant rights to
indemnification, and to an advancement of expenses, to any employee or agent of
PRI. Notwithstanding the foregoing, if Massachusetts Business Corporation Law
requires, an advancement of expenses incurred by an Indemnitee will be made only
upon delivery to PRI of an undertaking, by or on behalf of such Indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is not further right to appeal that such
Indemnitee is not entitled to be indemnified for such expenses.

         The rights under Article 6C may not be amended or terminated so as to
adversely affect an individual's rights with respect to the period prior to such
amendment without the consent of the person entitled to the indemnification
(unless otherwise required by the Massachusetts Business Corporation Law).

         Section 67 of Chapter 156B of the Massachusetts Business Corporation
Law authorizes a corporation to indemnify its directors, officers, employees and
other agents unless such person shall have been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that his action was in
the best interests of the Corporation or to the extent that such matter relates
to service with respect to an employee benefit plan, in the best interests of
the participants of such employee benefit plan.

         The effect of these provisions would be to authorize such
indemnification by PRI for liabilities arising out of the Securities Act of
1933.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

        5.1    Opinion of Foley, Hoag & Eliot LLP
       10.1    PRI Automation, Inc. 1994 Employee Stock Purchase Plan (as
               amended)
       10.2    PRI Automation, Inc. 2000 Employee Stock Purchase Plan (as
               amended)
       10.3    PRI Automation, Inc. 2000 Stock Option Plan
       23.1    Consent of PricewaterhouseCoopers LLP
       23.2    Consent of Ernst & Young LLP
       23.3    Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)


<PAGE>

       24.1    Power of Attorney (contained on the signature page)

ITEM 9.  UNDERTAKINGS.

         1.    The undersigned registrant hereby undertakes:

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

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

                   (ii) to reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement; 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)(i) and (a)(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 Exchange Act
that are incorporated by reference in the registration statement.

                  (b) 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.

                  (c) 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.

         2. 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 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.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,


<PAGE>

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 Securities Act and will be governed by the final
adjudication of such issue.


<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 Town of Billerica, Massachusetts, on this 31st day of March,
2000.

                                    PRI AUTOMATION, INC.


                                    By:/s/ MITCHELL G. TYSON
                                       -----------------------------------------
                                       Mitchell G. Tyson
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Mitchell G. Tyson and Cosmo Trapani,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
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
which they, or any of them, may deem necessary or advisable to be done in
connection with this Registration Statement, 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 any
substitute or substitutes for him, any or all of them, may lawfully 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
date indicated.


<TABLE>
<CAPTION>

              SIGNATURE                                             TITLE                               DATE
        <S>                                   <C>                                                   <C>
        /s/ Mordechai Wiesler                 Chairman of the Board of Directors                    March 31, 2000
-------------------------------------
          Mordechai Wiesler

        /s/ Mitchell G. Tyson                 Chief Executive Officer, President and                March 31, 2000
-------------------------------------         Director (PRINCIPAL EXECUTIVE OFFICER)
          Mitchell G. Tyson

       /s/ Cosmo Trapani                     Chief Financial Officer                               March 31, 2000
-------------------------------------         (PRINCIPAL FINANCIAL AND ACCOUNTING
          Cosmo Trapani                      OFFICER)


     /s/ Alexander V. d'Arbeloff              Director                                              March 31, 2000
-------------------------------------
       Alexander V. d'Arbeloff
</TABLE>


<PAGE>

<TABLE>
       <S>                                    <C>                                                   <C>
      /s/ Boruch B. Frusztajer                Director                                              March 31, 2000
-------------------------------------
         Boruch B. Frusztajer

          /s/ Amram Rasiel                    Director                                              March 31, 2000
-------------------------------------
            Amram Rasiel

       /s/ Kenneth M. Thompson                Director                                              March 31, 2000
-------------------------------------
         Kenneth M. Thompson

</TABLE>


<PAGE>

                             EXHIBIT INDEX

        5.1    Opinion of Foley, Hoag & Eliot LLP
       10.1    PRI Automation, Inc. 1994 Employee Stock Purchase Plan (as
               amended)
       10.2    PRI Automation, Inc. 2000 Employee Stock Purchase Plan (as
               amended)
       10.3    PRI Automation, Inc. 2000 Stock Option Plan
       23.1    Consent of PricewaterhouseCoopers LLP
       23.2    Consent of Ernst & Young LLP
       23.3    Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18104}]
{"company-data": {"conformed-name": "PRI AUTOMATION INC", "cik": "0000927362", "assigned-sic": "3559", "irs-number": "042495703", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33894", "film-number": "592378"}, "business-address": {"street1": "805 MIDDLESEX TURNPIKE", "city": "BILLERICA", "state": "MA", "zip": "01821", "phone": "9786704270"}, "mail-address": {"street1": "805 MIDDLESEX TURNPIKE", "city": "BILLERICA", "state": "MA", "zip": "01821"}, "former-company": {"former-conformed-name": "PRECISION ROBOTS INC", "date-changed": "19940722"}}
z`
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------

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

                              PRI AUTOMATION, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MASSACHUSETTS                                                        04-2495703
(STATE OR OTHERJURISDICTION OF                                 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

805 MIDDLESEX TURNPIKE, BILLERICA, MASSACHUSETTS                     01821-3986
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                             (ZIP CODE)

                              PRI AUTOMATION, INC.
                              1994 EMPLOYEE STOCK
                          PURCHASE PLAN (as amended)

                              PRI AUTOMATION, INC.
                              2000 EMPLOYEE STOCK
                                PURCHASE PLAN

                             PRI AUTOMATION, INC.
                            2000 STOCK OPTION PLAN
                           (FULL TITLE OF THE PLANS)
                           -------------------------

                                MITCHELL G. TYSON
                      President and Chief Executive Officer
                              PRI Automation, Inc.
                             805 Middlesex Turnpike
                       Billerica, Massachusetts 01821-3986
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (978) 670-4270
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                              --------------------

                                 WITH COPIES TO:
                           Robert L. Birnbaum, Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000
                              --------------------

                         CALCULATION OF REGISTRATION FEE
------------------------- ----------------------  ------------------------ ---------------------- -------------------
        Title of                                          Proposed                Proposed
       securities                 Amount                   maximum                 maximum
          to be                    to be               offering price             aggregate            Amount of
       registered               registered              per share (4)            offering price     registration fee
       ----------               ----------             --------------            --------------     -----------------
Common Stock,
     $0.01 par value        350,000 (1)                    50.24                  17,584,000         $ 4,642.18
        per share

      Common Stock,
     $0.01 par value        400,000 (2)                    59.10                  23,640,000         $ 6,240.96
        per share

      Common Stock,
     $0.01 par value         70,000 (3)                    50.24                   3,516,800         $   928.44
        per share
------------------------- ----------------------  ------------------------ ----------------------  ------------------
         TOTAL              820,000                                               44,740,800         $11,811.58
(1) Represents shares issuable upon exercise of options granted
under the Company's 2000 Employee Stock Purchase Plan.

         (2) Represents shares issuable upon exercise of options granted
under the Company's 2000 Stock Option Plan.

         (3) Represents shares issuable upon exercise of options granted
under the Company's 2000 Employee Stock Purchase Plan.

         (4) For shares issuable under the 2000 Stock Option Plan, calculated
pursuant to Rule 457(c) and (d) based on the average of the bid and ask
prices of the Common Stock on the Nasdaq Stock Market on March 30, 2000,
$59.10 (the "Nasdaq Price"). For shares issuable under the 1994 and 2000
Employee Stock Purchase Plans, calculated pursuant to Rule 457(c) and (d)
based on 85% of the Nasdaq Price.

--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:

         (a)  PRI's Annual Report on Form 10-K for the fiscal year ended
              September 30, 1999, as filed with the Commission on December
              23, 1999, as amended by PRI's Form 10-K/A, as filed with the
              Commission on January 28, 2000;

         (b)  PRI's Quarterly Report on Form 10-Q for the quarter ended
              January 2, 2000;

         (c)  PRI's definitive Proxy Statement used in connection with its
              2000 Annual Meeting of Stockholders, as filed with the
              Commission on February 7, 2000; and

         (d)  the description of PRI's common stock, par value $0.01 per share,
              contained in the Registration Statement on Form 8-A filed with the
              Commission on October 12, 1994 under Section 12 of the Securities
              Exchange Act of 1934, including any amendment or report filed for
              the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities registered hereby is being passed upon
for PRI by Foley, Hoag & Eliot LLP, Boston, Massachusetts.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6C of PRI's Restated Articles of Organization provides that PRI
(with certain exceptions) will indemnify and hold harmless to the fullest extent
authorized by the Massachusetts Business Corporation Law each person who was or
is made a party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise (hereinafter a "Proceeding"), by reason of the fact
that he or she is or was (a) a director of PRI, (b) an officer of PRI elected or
appointed by the stockholders or the Board of Directors, or (c) serving, at the
request of PRI as evidenced by a vote of the Board of Directors prior to the
occurrence of the event to which the indemnification relates, as a director,
officer, employee or other agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (such persons described in (a), (b) and (c) are sometimes
hereinafter referred to as "Indemnitees") against all expense, liability, and
loss reasonably incurred by any such Indemnitee in connection therewith. PRI may
also, to the extent authorized by the Board of Directors, grant rights to
indemnification, and to an advancement of expenses, to any employee or agent of
PRI. Notwithstanding the foregoing, if Massachusetts Business Corporation Law
requires, an advancement of expenses incurred by an Indemnitee will be made only
upon delivery to PRI of an undertaking, by or on behalf of such Indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is not further right to appeal that such
Indemnitee is not entitled to be indemnified for such expenses.

         The rights under Article 6C may not be amended or terminated so as to
adversely affect an individual's rights with respect to the period prior to such
amendment without the consent of the person entitled to the indemnification
(unless otherwise required by the Massachusetts Business Corporation Law).

         Section 67 of Chapter 156B of the Massachusetts Business Corporation
Law authorizes a corporation to indemnify its directors, officers, employees and
other agents unless such person shall have been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that his action was in
the best interests of the Corporation or to the extent that such matter relates
to service with respect to an employee benefit plan, in the best interests of
the participants of such employee benefit plan.

         The effect of these provisions would be to authorize such
indemnification by PRI for liabilities arising out of the Securities Act of
1933.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

        5.1    Opinion of Foley, Hoag & Eliot LLP
       10.1    PRI Automation, Inc. 1994 Employee Stock Purchase Plan (as
               amended)
       10.2    PRI Automation, Inc. 2000 Employee Stock Purchase Plan (as
               amended)
       10.3    PRI Automation, Inc. 2000 Stock Option Plan
       23.1    Consent of PricewaterhouseCoopers LLP
       23.2    Consent of Ernst & Young LLP
       23.3    Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
24.1    Power of Attorney (contained on the signature page)

ITEM 9.  UNDERTAKINGS.

         1.    The undersigned registrant hereby undertakes:

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

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

                   (ii) to reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement; 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)(i) and (a)(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 Exchange Act
that are incorporated by reference in the registration statement.

                  (b) 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.

                  (c) 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.

         2. 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 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.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 Town of Billerica, Massachusetts, on this 31st day of March,
2000.

                                    PRI AUTOMATION, INC.

                                    By:/s/ MITCHELL G. TYSON
                                       -----------------------------------------
                                       Mitchell G. Tyson
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Mitchell G. Tyson and Cosmo Trapani,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
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
which they, or any of them, may deem necessary or advisable to be done in
connection with this Registration Statement, 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 any
substitute or substitutes for him, any or all of them, may lawfully 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
date indicated.
SIGNATURE                                             TITLE                               DATE
/s/ Mordechai Wiesler                 Chairman of the Board of Directors                    March 31, 2000
-------------------------------------
          Mordechai Wiesler

        /s/ Mitchell G. Tyson                 Chief Executive Officer, President and                March 31, 2000
-------------------------------------         Director (PRINCIPAL EXECUTIVE OFFICER)
          Mitchell G. Tyson

       /s/ Cosmo Trapani                     Chief Financial Officer                               March 31, 2000
-------------------------------------         (PRINCIPAL FINANCIAL AND ACCOUNTING
          Cosmo Trapani                      OFFICER)

     /s/ Alexander V. d'Arbeloff              Director                                              March 31, 2000
-------------------------------------
       Alexander V. d'Arbeloff
/s/ Boruch B. Frusztajer                Director                                              March 31, 2000
-------------------------------------
         Boruch B. Frusztajer

          /s/ Amram Rasiel                    Director                                              March 31, 2000
-------------------------------------
            Amram Rasiel

       /s/ Kenneth M. Thompson                Director                                              March 31, 2000
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         Kenneth M. Thompson
EXHIBIT INDEX

        5.1    Opinion of Foley, Hoag & Eliot LLP
       10.1    PRI Automation, Inc. 1994 Employee Stock Purchase Plan (as
               amended)
       10.2    PRI Automation, Inc. 2000 Employee Stock Purchase Plan (as
               amended)
       10.3    PRI Automation, Inc. 2000 Stock Option Plan
       23.1    Consent of PricewaterhouseCoopers LLP
       23.2    Consent of Ernst & Young LLP
       23.3    Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)