<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 STOCK INCENTIVE 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....................       372,000 shares             $17.4375               $6,486,750                 $1,712.50
------------------------------ ----------------------- -------------------------- -------------------------- -----------------

(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.

</TABLE>

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

<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 Stock Incentive Plan for
         which a registration statement on Form S-8 (File No. 333-13695) 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. 333-13695) 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 Stock Incentive Plan, as amended (incorporated herein
               by reference to Appendix A 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/ Thomas 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 Stock Incentive
                   Plan, as amended (incorporated herein by reference to
                   Appendix A 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": 14650}]
{"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": "333-44560", "film-number": "710375"}, "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 STOCK INCENTIVE 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....................       372,000 shares             $17.4375               $6,486,750                 $1,712.50
------------------------------ ----------------------- -------------------------- -------------------------- -----------------

(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 Stock Incentive Plan for
         which a registration statement on Form S-8 (File No. 333-13695) 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. 333-13695) 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 Stock Incentive Plan, as amended (incorporated herein
               by reference to Appendix A 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/ Thomas 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 Stock Incentive
                   Plan, as amended (incorporated herein by reference to
                   Appendix A to the Company's Definitive Proxy Statement
                   filed on April 17, 2000)