<PAGE>

                              REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                              PHOTON DYNAMICS, INC.
             (Exact name of registrant as specified in its charter)

      CALIFORNIA                                         94-3007502
(State of Incorporation)                    (I.R.S. Employer Identification No.)


                             6325 SAN IGNACIO AVENUE
                           SAN JOSE, CALIFORNIA 95119
                                 (408) 226-9900
 (Address, and telephone number, including area code, of registrant's principal
                               executive offices)

                  PHOTON DYNAMICS, INC. 1995 STOCK OPTION PLAN
             PHOTON DYNAMICS, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
                   CR TECHNOLOGY, INC. 1983 STOCK OPTION PLAN
                   CR TECHNOLOGY, INC. 1991 STOCK OPTION PLAN
                              (Full title of plans)

                                RICHARD L. DISSLY
                             CHIEF FINANCIAL OFFICER
                             6325 SAN IGNACIO AVENUE
                           SAN JOSE, CALIFORNIA 95119
                                 (408) 226-9900
            (Name, address and telephone number of agent of service)

                                   Copies to:
                            MATTHEW W. SONSINI, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                        PALO ALTO, CALIFORNIA 94306-2155
                                 (650) 843-5000


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                       Proposed Maximum             Proposed Maximum
Title of Securities           Amount to be              Offering Price             Aggregate Offering        Amount of
to be Registered               Registered                Per Share (1)                 Price (1)          Registration Fee
                               ----------                -------------                 ---------          ----------------
<S>                           <C>                      <C>                         <C>                    <C>
Stock Options and              843,986                   $0.196-$61.50                $44,152,016.46         $11,656.13
Common Stock
</TABLE>

       (1) Estimated solely for the purpose of calculating the amount of the
       registration fee pursuant to Rule 457(h). The offering price per share
       and aggregate offering price are based upon the average high and low
       price of Registrant's Common Stock on January 25, 2000 as reported on
       the Nasdaq National Market.

The chart below details the calculations of the registration fee:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                                            OFFERING PRICE PER    AGGREGATE OFFERING
              SECURITIES                 NUMBER OF SHARES         SHARE                  PRICE
----------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                  <C>
Shares issuable under the PDI 1995
Stock Option Plan                             3,924             $29.385          $115,306.74
----------------------------------------------------------------------------------------------------
Shares reserved for future issuance
under the PDI 1995 Stock Option plan        346,076             $61.500          $21,283,674.00
----------------------------------------------------------------------------------------------------
Shares reserved for future issuance
under the PDI 1995 Employee Stock
Purchase Plan                               250,000             $61.500          $15,375,000.00
----------------------------------------------------------------------------------------------------
Shares Issuable under the CRT 1983
Stock Option Plan                            95,058              $0.196          $18,631.37
----------------------------------------------------------------------------------------------------
Shares reserved for future issuance
under the CRT 1983 Stock Option Plan         86,355             $61.500          $5,310,832.50
----------------------------------------------------------------------------------------------------
Shares issuable under the CRT 1991
Stock Option Plan                            29,481              $0.455          $13,413.85
----------------------------------------------------------------------------------------------------
Shares reserved for future issuance
pursuant to the CRT 1991 Stock Option
Plan                                         33,092             $61.500          $2,035,158.00
----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

PART II.          INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents filed by Photon Dynamics, Inc. (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:

         (a) The Company's latest Annual Report on Form 10-KSB for the fiscal
         year ended September 31, 1999, filed with the Securities Exchange
         Commission (the "SEC") on October 27, 1999, pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act");

         (b) All other reports filed by the Company pursuant to Sections 13(a)
         or 15(d) of the Exchange Act since the end of the fiscal year covered
         by the Annual Report on Form 10-KSB referred to in clause (a) above;

         (c) The description of the Company's Common Stock which is contained in
         the Registration Statement on Form 8-A filed with the SEC on November
         14, 1995, under the Exchange Act, including any amendment or report
         filed for the purpose of updating such description;

         (d) The Company's Registration Statement on Form S-8 filed with the SEC
         on February 22, 1999.

All reports and other documents subsequently filed by the Company 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 herein and to be a part of this registration
statement from the date of the filing of such reports and documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by California law. We are also empowered under our
Articles of Incorporation and Bylaws to enter into indemnification contracts
with our directors, officers, employees and agents and to purchase insurance on
behalf of any person whom we are required or permitted to indemnify. Pursuant to
this provision, we have entered into indemnity agreements with each of our
directors and officers.

In addition, our Articles of Incorporation provide that, to the fullest extent
permitted by California law, our directors will not be liable for monetary
damages for breach of the directors' fiduciary duty of care to us and our
shareholders. This provision in the Articles of Incorporation does not eliminate
the duty of care, and in appropriate circumstances, equitable remedies such as
an injunction or other forms of non-monetary relief would remain available under
California law. Each director will continue to be subject to liability for
breach of the director's duty of loyalty to us, for acts or omissions not in
good faith or involving intentional misconduct or knowing and culpable
violations of law, that the director believes to be contrary to the best
interests of PDI or our shareholders, involving a reckless disregard for the
director's duty to PDI or our shareholders when the director was aware or should
have been aware of a risk of serious injury to PDI or our shareholders, or an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to PDI or our shareholders, for improper transactions between the director
and PDI and for improper distributions to shareholders and loans to directors
and officers or for acts or omissions by the director as an officer. This
provision also does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.

There is no pending litigation or proceeding involving a director, officer,
employee or other agent of PDI as to which indemnification is being sought, nor
is PDI aware of any pending or threatened litigation that may result in claims
for indemnification by any director, officer, employee or other agent.


<PAGE>

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number            Description
-------           -----------
<S>               <C>
5.1               Opinion of Cooley Godward LLP

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Cooley Godward LLP is contained in Exhibit 5 to
                  this Registration Statement

24                Power of Attorney is contained on the signature page

99.1              Photon Dynamics, Inc. 1995 Stock Option Plan, as amended

99.2*             Photon Dynamics, Inc. 1995 Employee Stock Purchase Plan, as
                  amended

99.3              CR Technology, Inc. 1983 Stock Option Plan

99.4              CR Technology, Inc. 1991 Stock Option Plan
</TABLE>


* Incorporated by reference to the Company's Registration Statement on Form S-8
filed with the SEC on February 22, 1999.

ITEM 9.  UNDERTAKINGS

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. 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 SEC pursuant to Rule 424(b)
                  (Section 230.424(b) of this chapter) 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 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 by the
         issuer pursuant to section 13 or section 15(d) of the Exchange Act that
         are incorporated by reference herein.

         (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
         herein, 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.

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 Section 15(d) of the Exchange Act (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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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 Securities and Exchange SEC 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


<PAGE>

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 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 San Jose, State of California, on January 27, 2000.

                                             PHOTON DYNAMICS, INC.

                                             /s/ Richard L. Dissly
                                             ---------------------
                                             Richard L. Dissly
                                             Chief Financial Officer



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vincent F. Sollitto, Jr. and Richard L. Dissly,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange SEC, 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
connection therewith, as fully to all intents and purposes as he 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 substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

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.

<TABLE>
<CAPTION>

Signature                            Title                                           Date
<S>                                  <C>                                             <C>
/s/ Vincent F. Sollitto, Jr.         Chief Executive Officer and President           January 27, 2000
--------------------------------     (Principle Executive Officer)
Vincent F. Sollitto, Jr.


/s/ Richard L. Dissly                Chief Financial Officer                         January 27, 2000
--------------------------------     (Principle Financial and Accounting Officer)
Richard L. Dissly


/s/ Francois J. Henley               Director                                        January 27, 2000
--------------------------------
Francois J. Henley

/s/ E. Floyd Kvamme                  Director                                        January 27, 2000
--------------------------------
E. Floyd Kvamme

/s/ Barry L. Cox                     Director                                        January 27, 2000
--------------------------------
Barry L. Cox

/s/ Michael J. Kim                   Director                                        January 27, 2000
--------------------------------
Michael J. Kim

/s/ Malcolm J. Thompson              Director                                        January 27, 2000
--------------------------------
Malcolm J. Thompson
</TABLE>


<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
Number            Description
-------           -----------
<S>               <C>
5.1               Opinion of Cooley Godward LLP

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Cooley Godward LLP is contained in Exhibit 5 to
                  this Registration Statement

24                Power of Attorney is contained on the signature page

99.1              Photon Dynamics, Inc. 1995 Stock Option Plan, as amended

99.2*             Photon Dynamics, Inc. 1995 Employee Stock Purchase Plan, as
                  amended

99.3              CR Technology, Inc. 1983 Stock Option Plan

99.4              CR Technology, Inc. 1991 Stock Option Plan
</TABLE>


* Incorporated by reference to the Company's Registration Statement on Form S-8
  filed with the SEC on February 22, 1999.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19175}]
{"company-data": {"conformed-name": "PHOTON DYNAMICS INC", "cik": "0001002663", "assigned-sic": "3559", "irs-number": "943007502", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95479", "film-number": "514532"}, "business-address": {"street1": "6325 SAN IGNACIO AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "95119-1202", "phone": "4082269900"}, "mail-address": {"street1": "6325 SAN IGNACIO AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "95119-1202"}}
REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              PHOTON DYNAMICS, INC.
             (Exact name of registrant as specified in its charter)

      CALIFORNIA                                         94-3007502
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                             6325 SAN IGNACIO AVENUE
                           SAN JOSE, CALIFORNIA 95119
                                 (408) 226-9900
 (Address, and telephone number, including area code, of registrant's principal
                               executive offices)

                  PHOTON DYNAMICS, INC. 1995 STOCK OPTION PLAN
             PHOTON DYNAMICS, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
                   CR TECHNOLOGY, INC. 1983 STOCK OPTION PLAN
                   CR TECHNOLOGY, INC. 1991 STOCK OPTION PLAN
                              (Full title of plans)

                                RICHARD L. DISSLY
                             CHIEF FINANCIAL OFFICER
                             6325 SAN IGNACIO AVENUE
                           SAN JOSE, CALIFORNIA 95119
                                 (408) 226-9900
            (Name, address and telephone number of agent of service)

                                   Copies to:
                            MATTHEW W. SONSINI, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                        PALO ALTO, CALIFORNIA 94306-2155
                                 (650) 843-5000
CALCULATION OF REGISTRATION FEE
Proposed Maximum             Proposed Maximum
Title of Securities           Amount to be              Offering Price             Aggregate Offering        Amount of
to be Registered               Registered                Per Share (1)                 Price (1)          Registration Fee
                               ----------                -------------                 ---------          ----------------
Stock Options and              843,986                   $0.196-$61.50                $44,152,016.46         $11,656.13
Common Stock
(1) Estimated solely for the purpose of calculating the amount of the
       registration fee pursuant to Rule 457(h). The offering price per share
       and aggregate offering price are based upon the average high and low
       price of Registrant's Common Stock on January 25, 2000 as reported on
       the Nasdaq National Market.

The chart below details the calculations of the registration fee:
----------------------------------------------------------------------------------------------------
                                                            OFFERING PRICE PER    AGGREGATE OFFERING
              SECURITIES                 NUMBER OF SHARES         SHARE                  PRICE
----------------------------------------------------------------------------------------------------
Shares issuable under the PDI 1995
Stock Option Plan                             3,924             $29.385          $115,306.74
----------------------------------------------------------------------------------------------------
Shares reserved for future issuance
under the PDI 1995 Stock Option plan        346,076             $61.500          $21,283,674.00
----------------------------------------------------------------------------------------------------
Shares reserved for future issuance
under the PDI 1995 Employee Stock
Purchase Plan                               250,000             $61.500          $15,375,000.00
----------------------------------------------------------------------------------------------------
Shares Issuable under the CRT 1983
Stock Option Plan                            95,058              $0.196          $18,631.37
----------------------------------------------------------------------------------------------------
Shares reserved for future issuance
under the CRT 1983 Stock Option Plan         86,355             $61.500          $5,310,832.50
----------------------------------------------------------------------------------------------------
Shares issuable under the CRT 1991
Stock Option Plan                            29,481              $0.455          $13,413.85
----------------------------------------------------------------------------------------------------
Shares reserved for future issuance
pursuant to the CRT 1991 Stock Option
Plan                                         33,092             $61.500          $2,035,158.00
----------------------------------------------------------------------------------------------------
PART II.          INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents filed by Photon Dynamics, Inc. (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:

         (a) The Company's latest Annual Report on Form 10-KSB for the fiscal
         year ended September 31, 1999, filed with the Securities Exchange
         Commission (the "SEC") on October 27, 1999, pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act");

         (b) All other reports filed by the Company pursuant to Sections 13(a)
         or 15(d) of the Exchange Act since the end of the fiscal year covered
         by the Annual Report on Form 10-KSB referred to in clause (a) above;

         (c) The description of the Company's Common Stock which is contained in
         the Registration Statement on Form 8-A filed with the SEC on November
         14, 1995, under the Exchange Act, including any amendment or report
         filed for the purpose of updating such description;

         (d) The Company's Registration Statement on Form S-8 filed with the SEC
         on February 22, 1999.

All reports and other documents subsequently filed by the Company 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 herein and to be a part of this registration
statement from the date of the filing of such reports and documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by California law. We are also empowered under our
Articles of Incorporation and Bylaws to enter into indemnification contracts
with our directors, officers, employees and agents and to purchase insurance on
behalf of any person whom we are required or permitted to indemnify. Pursuant to
this provision, we have entered into indemnity agreements with each of our
directors and officers.

In addition, our Articles of Incorporation provide that, to the fullest extent
permitted by California law, our directors will not be liable for monetary
damages for breach of the directors' fiduciary duty of care to us and our
shareholders. This provision in the Articles of Incorporation does not eliminate
the duty of care, and in appropriate circumstances, equitable remedies such as
an injunction or other forms of non-monetary relief would remain available under
California law. Each director will continue to be subject to liability for
breach of the director's duty of loyalty to us, for acts or omissions not in
good faith or involving intentional misconduct or knowing and culpable
violations of law, that the director believes to be contrary to the best
interests of PDI or our shareholders, involving a reckless disregard for the
director's duty to PDI or our shareholders when the director was aware or should
have been aware of a risk of serious injury to PDI or our shareholders, or an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to PDI or our shareholders, for improper transactions between the director
and PDI and for improper distributions to shareholders and loans to directors
and officers or for acts or omissions by the director as an officer. This
provision also does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.

There is no pending litigation or proceeding involving a director, officer,
employee or other agent of PDI as to which indemnification is being sought, nor
is PDI aware of any pending or threatened litigation that may result in claims
for indemnification by any director, officer, employee or other agent.
ITEM 8.  EXHIBITS
Exhibit
Number            Description
-------           -----------
5.1               Opinion of Cooley Godward LLP

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Cooley Godward LLP is contained in Exhibit 5 to
                  this Registration Statement

24                Power of Attorney is contained on the signature page

99.1              Photon Dynamics, Inc. 1995 Stock Option Plan, as amended

99.2*             Photon Dynamics, Inc. 1995 Employee Stock Purchase Plan, as
                  amended

99.3              CR Technology, Inc. 1983 Stock Option Plan

99.4              CR Technology, Inc. 1991 Stock Option Plan
* Incorporated by reference to the Company's Registration Statement on Form S-8
filed with the SEC on February 22, 1999.

ITEM 9.  UNDERTAKINGS

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. 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 SEC pursuant to Rule 424(b)
                  (Section 230.424(b) of this chapter) 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 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 by the
         issuer pursuant to section 13 or section 15(d) of the Exchange Act that
         are incorporated by reference herein.

         (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
         herein, 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.

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 Section 15(d) of the Exchange Act (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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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 Securities and Exchange SEC 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 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 San Jose, State of California, on January 27, 2000.

                                             PHOTON DYNAMICS, INC.

                                             /s/ Richard L. Dissly
                                             ---------------------
                                             Richard L. Dissly
                                             Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vincent F. Sollitto, Jr. and Richard L. Dissly,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange SEC, 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
connection therewith, as fully to all intents and purposes as he 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 substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

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.
Signature                            Title                                           Date
/s/ Vincent F. Sollitto, Jr.         Chief Executive Officer and President           January 27, 2000
--------------------------------     (Principle Executive Officer)
Vincent F. Sollitto, Jr.

/s/ Richard L. Dissly                Chief Financial Officer                         January 27, 2000
--------------------------------     (Principle Financial and Accounting Officer)
Richard L. Dissly

/s/ Francois J. Henley               Director                                        January 27, 2000
--------------------------------
Francois J. Henley

/s/ E. Floyd Kvamme                  Director                                        January 27, 2000
--------------------------------
E. Floyd Kvamme

/s/ Barry L. Cox                     Director                                        January 27, 2000
--------------------------------
Barry L. Cox

/s/ Michael J. Kim                   Director                                        January 27, 2000
--------------------------------
Michael J. Kim

/s/ Malcolm J. Thompson              Director                                        January 27, 2000
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Malcolm J. Thompson
EXHIBIT INDEX
Exhibit
Number            Description
-------           -----------
5.1               Opinion of Cooley Godward LLP

23.1              Consent of Ernst & Young LLP, Independent Auditors

23.2              Consent of Cooley Godward LLP is contained in Exhibit 5 to
                  this Registration Statement

24                Power of Attorney is contained on the signature page

99.1              Photon Dynamics, Inc. 1995 Stock Option Plan, as amended

99.2*             Photon Dynamics, Inc. 1995 Employee Stock Purchase Plan, as
                  amended

99.3              CR Technology, Inc. 1983 Stock Option Plan

99.4              CR Technology, Inc. 1991 Stock Option Plan
* Incorporated by reference to the Company's Registration Statement on Form S-8
  filed with the SEC on February 22, 1999.