<PAGE>

   As filed with the Securities and Exchange Commission on ______________, 2000.
                                                    Registration No. 333-_______

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

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                               ----------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933

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

                                  CONDUCTUS, INC.
               (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                                77-0162388
   (State or Other Jurisdiction of                  (I.R.S. Employer
    Incorporation or Organization)               Identification Number)

                               969 WEST MAUDE AVENUE
                            SUNNYVALE, CALIFORNIA 94086
                 (Address of principal executive offices) (Zip Code)

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

                       1992 STOCK OPTION/STOCK ISSUANCE PLAN
                         1994 EMPLOYEE STOCK PURCHASE PLAN
                             (Full title of the Plans)

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

                                   RON WILDERINK
                 VICE PRESIDENT FINANCE AND CHIEF FINANCIAL OFFICER
                    969 WEST MAUDE AVENUE, SUNNYVALE, CA  94086
                      (Name and address of agent for service)
                                   (408) 523-9950
           (Telephone number, including area code, of agent for service)

                               ----------------------
<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
                                                         PROPOSED MAXIMUM  PROPOSED MAXIMUM
         TITLE OF EACH CLASS OF            AMOUNT TO      OFFERING PRICE      AGGREGATE          AMOUNT OF
      SECURITIES TO BE REGISTERED      BE REGISTERED (1)   PER SHARE (2)  OFFERING PRICE (2) REGISTRATION FEE
      ---------------------------      ----------------- ---------------- ------------------ ----------------
<S>                                    <C>               <C>              <C>                <C>
1992 STOCK OPTION/STOCK ISSUANCE PLAN:      500,000             N/A              N/A                N/A
     Options to Purchase Common Stock    500,000 Shares      $15.0625       $7,531,250.00        $1,988.25
     Common Stock, $0.0001 par value


1994 EMPLOYEE STOCK PURCHASE PLAN
     Rights to Purchase Common Stock        200,000             N/A              N/A                N/A
     Common Stock, $0.0001 par value     200,000 Shares      $15.0625       $3,012,500.00          $795.30

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Conductus, Inc. 1992 Stock
     Option/Stock Issuance Plan or the 1994 Employee Stock Purchase Plan, by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without the receipt of consideration which
     results in an increase in the number of the outstanding shares of Common
     Stock of Conductus, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the 1933 Act), on the basis of the
     average of the high and low price per share of Common Stock of
     Conductus, Inc. as reported on the Nasdaq National Market on February 4,
     2000.
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
</TABLE>
================================================================================



<PAGE>

                                      PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

           Conductus, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

          (a)  The Registrant's report on Form 10-K for the fiscal year ended
               December 31, 1998, and

          (b)  (1)  The Registrant's Quarterly Report on Form 10-Q for the
                    fiscal quarter ended March 31, 1999;

               (2)  Amendment Number 1 on Form 10-Q for the fiscal quarter ended
                    March 31, 1999;

               (3)  The Registrant's Quarterly Report on Form 10-Q for the
                    fiscal quarter ended June 30, 1999;

               (4)  The Registrant's Quarterly Report on Form 10-Q for the
                    fiscal quarter ended September 30, 1999;

          (c)  The Registrant's Registration Statement No. 0-19915 on Form 8-A
               filed with the SEC on March 6, 1992, and amended on July 6, 1993,
               pursuant to Section 12(b) of the Securities Exchange Act of 1934
               (the "1934 Act"), in which there is described the terms, rights
               and provisions applicable to the Registrant's outstanding Common
               Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference into this Registration Statement and to be a
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

           Not Applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act.  The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law.  The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty as directors to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies,
such as injunctive or other forms of non-monetary relief, will remain available
under Delaware law.  In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or



<PAGE>

involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit of the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

           Not Applicable.

Item 8.   EXHIBITS

EXHIBIT NUMBER  EXHIBIT
--------------  -------

      5          Opinion and consent of Gunderson Dettmer Stough Villeneuve
                 Franklin & Hachigian, LLP.

      23.1       Consent of PricewaterhouseCoopers LLP - Independent
                 Accountants.

      23.2       Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                 Hachigian, LLP is contained in Exhibit 5.

      24         Power of Attorney.  Reference is made to page II-3 of this
                 Registration Statement.


Item 9.   UNDERTAKINGS

     A.   The undersigned Registrant hereby undertakes:  (1) to file, during
any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; PROVIDED, however, that
clauses (1)(i) and (1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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 and (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 Registrant's 1992 Stock Option/Stock
Issuance Plan.

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that
is incorporated by reference into this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6,
or otherwise, the Registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the 1933
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 1933
Act and will be governed by the final adjudication of such issue.


<PAGE>

                                     SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, state of
California, on this _____ day of ________, 2000.

                                  CONDUCTUS, INC.

                                  By:
                                     -----------------------------------------
                                     Charles E. Shalvoy
                                     President, Chief Executive Officer
                                     and Director

                                  POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

           That the undersigned officers and directors of Conductus, Inc., a
Delaware corporation, do hereby constitute and appoint Charles E. Shalvoy and
Ron Wilderink, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable
said corporation to comply with the Securities Act of 1933, as amended, and
any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement.  Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents,
or either one of them, shall do or cause to be done by virtue hereof.  This
Power of Attorney may be signed in several counterparts.

           IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                TITLE                                        DATE
---------                -----                                        ----
<S>                      <C>                                     <C>


------------------       President, Chief Executive Officer      _________, 2000
Charles E. Shalvoy        and Director
                         (Principal Executive Officer)



------------------       Chief Financial Officer (Principal      _________, 2000
Ron Wilderink            Financial and Accounting Officer,
                         Vice President - Finance)
</TABLE>

                                       II-3
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE                TITLE                                        DATE
---------                -----                                        ----
<S>                      <C>                                          <C>
------------------       Chairman of the Board                   _________, 2000
John F. Shoch



------------------       Director                                _________, 2000
Martin Cooper



------------------       Director                                _________, 2000
Robert M. Janowiak



------------------       Director                                _________, 2000
Martin J. Kaplan
</TABLE>

                                       II-4
<PAGE>





                         SECURITIES AND EXCHANGE COMMISSION

                                  WASHINGTON, D.C.



                                      EXHIBITS

                                         TO

                                      FORM S-8

                                       UNDER

                               SECURITIES ACT OF 1933



                                  CONDUCTUS, INC.


                                       II-5
<PAGE>

                                    EXHIBIT INDEX
<TABLE>
<CAPTION>
 EXHIBIT NUMBER  EXHIBIT                                        SEQUENTIALLY
 --------------  -------                                        NUMBERED PAGE
                                                                -------------
<S>                                                             <C>
      5          Opinion and consent of Gunderson Dettmer
                 Stough Villeneuve Franklin & Hachigian, LLP.

      23.1       Consent of PricewaterhouseCoopers LLP -
                 Independent Accountants.

      23.2       Consent of Gunderson Dettmer Stough
                 Villeneuve Franklin & Hachigian, LLP is
                 contained in Exhibit 5.

      24         Power of Attorney.  Reference is made to page
                 II-3 of this Registration Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17248}]
{"company-data": {"conformed-name": "CONDUCTUS INC", "cik": "0000884621", "assigned-sic": "3679", "irs-number": "770162388", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30086", "film-number": "532327"}, "business-address": {"street1": "969 W MAUDE AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4085239950"}, "mail-address": {"street1": "969 W MAUDE AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
As filed with the Securities and Exchange Commission on ______________, 2000.
                                                    Registration No. 333-_______

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

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                               ----------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933

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

                                  CONDUCTUS, INC.
               (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                                77-0162388
   (State or Other Jurisdiction of                  (I.R.S. Employer
    Incorporation or Organization)               Identification Number)

                               969 WEST MAUDE AVENUE
                            SUNNYVALE, CALIFORNIA 94086
                 (Address of principal executive offices) (Zip Code)

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

                       1992 STOCK OPTION/STOCK ISSUANCE PLAN
                         1994 EMPLOYEE STOCK PURCHASE PLAN
                             (Full title of the Plans)

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

                                   RON WILDERINK
                 VICE PRESIDENT FINANCE AND CHIEF FINANCIAL OFFICER
                    969 WEST MAUDE AVENUE, SUNNYVALE, CA  94086
                      (Name and address of agent for service)
                                   (408) 523-9950
           (Telephone number, including area code, of agent for service)

                               ----------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
                                                         PROPOSED MAXIMUM  PROPOSED MAXIMUM
         TITLE OF EACH CLASS OF            AMOUNT TO      OFFERING PRICE      AGGREGATE          AMOUNT OF
      SECURITIES TO BE REGISTERED      BE REGISTERED (1)   PER SHARE (2)  OFFERING PRICE (2) REGISTRATION FEE
      ---------------------------      ----------------- ---------------- ------------------ ----------------
1992 STOCK OPTION/STOCK ISSUANCE PLAN:      500,000             N/A              N/A                N/A
     Options to Purchase Common Stock    500,000 Shares      $15.0625       $7,531,250.00        $1,988.25
     Common Stock, $0.0001 par value

1994 EMPLOYEE STOCK PURCHASE PLAN
     Rights to Purchase Common Stock        200,000             N/A              N/A                N/A
     Common Stock, $0.0001 par value     200,000 Shares      $15.0625       $3,012,500.00          $795.30

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Conductus, Inc. 1992 Stock
     Option/Stock Issuance Plan or the 1994 Employee Stock Purchase Plan, by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without the receipt of consideration which
     results in an increase in the number of the outstanding shares of Common
     Stock of Conductus, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the 1933 Act), on the basis of the
     average of the high and low price per share of Common Stock of
     Conductus, Inc. as reported on the Nasdaq National Market on February 4,
     2000.
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
================================================================================
PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

           Conductus, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

          (a)  The Registrant's report on Form 10-K for the fiscal year ended
               December 31, 1998, and

          (b)  (1)  The Registrant's Quarterly Report on Form 10-Q for the
                    fiscal quarter ended March 31, 1999;

               (2)  Amendment Number 1 on Form 10-Q for the fiscal quarter ended
                    March 31, 1999;

               (3)  The Registrant's Quarterly Report on Form 10-Q for the
                    fiscal quarter ended June 30, 1999;

               (4)  The Registrant's Quarterly Report on Form 10-Q for the
                    fiscal quarter ended September 30, 1999;

          (c)  The Registrant's Registration Statement No. 0-19915 on Form 8-A
               filed with the SEC on March 6, 1992, and amended on July 6, 1993,
               pursuant to Section 12(b) of the Securities Exchange Act of 1934
               (the "1934 Act"), in which there is described the terms, rights
               and provisions applicable to the Registrant's outstanding Common
               Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference into this Registration Statement and to be a
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

           Not Applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act.  The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law.  The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty as directors to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies,
such as injunctive or other forms of non-monetary relief, will remain available
under Delaware law.  In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit of the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

           Not Applicable.

Item 8.   EXHIBITS

EXHIBIT NUMBER  EXHIBIT
--------------  -------

      5          Opinion and consent of Gunderson Dettmer Stough Villeneuve
                 Franklin & Hachigian, LLP.

      23.1       Consent of PricewaterhouseCoopers LLP - Independent
                 Accountants.

      23.2       Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                 Hachigian, LLP is contained in Exhibit 5.

      24         Power of Attorney.  Reference is made to page II-3 of this
                 Registration Statement.

Item 9.   UNDERTAKINGS

     A.   The undersigned Registrant hereby undertakes:  (1) to file, during
any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; PROVIDED, however, that
clauses (1)(i) and (1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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 and (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 Registrant's 1992 Stock Option/Stock
Issuance Plan.

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that
is incorporated by reference into this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6,
or otherwise, the Registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the 1933
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 1933
Act and will be governed by the final adjudication of such issue.
SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, state of
California, on this _____ day of ________, 2000.

                                  CONDUCTUS, INC.

                                  By:
                                     -----------------------------------------
                                     Charles E. Shalvoy
                                     President, Chief Executive Officer
                                     and Director

                                  POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

           That the undersigned officers and directors of Conductus, Inc., a
Delaware corporation, do hereby constitute and appoint Charles E. Shalvoy and
Ron Wilderink, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable
said corporation to comply with the Securities Act of 1933, as amended, and
any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement.  Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents,
or either one of them, shall do or cause to be done by virtue hereof.  This
Power of Attorney may be signed in several counterparts.

           IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                TITLE                                        DATE
---------                -----                                        ----
------------------       President, Chief Executive Officer      _________, 2000
Charles E. Shalvoy        and Director
                         (Principal Executive Officer)

------------------       Chief Financial Officer (Principal      _________, 2000
Ron Wilderink            Financial and Accounting Officer,
                         Vice President - Finance)
II-3
SIGNATURE                TITLE                                        DATE
---------                -----                                        ----
------------------       Chairman of the Board                   _________, 2000
John F. Shoch

------------------       Director                                _________, 2000
Martin Cooper

------------------       Director                                _________, 2000
Robert M. Janowiak

------------------       Director                                _________, 2000
Martin J. Kaplan
II-4
SECURITIES AND EXCHANGE COMMISSION

                                  WASHINGTON, D.C.

                                      EXHIBITS

                                         TO

                                      FORM S-8

                                       UNDER

                               SECURITIES ACT OF 1933

                                  CONDUCTUS, INC.

                                       II-5
EXHIBIT INDEX
EXHIBIT NUMBER  EXHIBIT                                        SEQUENTIALLY
 --------------  -------                                        NUMBERED PAGE
                                                                -------------
5          Opinion and consent of Gunderson Dettmer
                 Stough Villeneuve Franklin & Hachigian, LLP.

      23.1       Consent of PricewaterhouseCoopers LLP -
                 Independent Accountants.

      23.2       Consent of Gunderson Dettmer Stough
                 Villeneuve Franklin & Hachigian, LLP is
                 contained in Exhibit 5.

      24         Power of Attorney.  Reference is made to page
                 II-3 of this Registration Statement.