<PAGE>   1
      As filed with the Securities and Exchange Commission on July 2, 1997

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

             (Exact name of registrant as specified in its charter)

             California                                      94-2842496
    (State or other jurisdiction of                       (I.R.S. employer
    incorporation or organization)                       identification No.)
                                                
               510 N. Pastoria Avenue, Sunnyvale, California 94086
                    (Address of principal executive offices)

                              IDENTIX INCORPORATED

                              EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                James P. Scullion
                              Identix Incorporated
                             510 N. Pastoria Avenue
                           Sunnyvale, California 94086
                     (Name and address of agent for service)

                                 (408) 731-2000
          (Telephone number, including area code, of agent for service)

                            Copy to: Richard Friedman
                        Heller, Ehrman, White & McAuliffe
                              525 University Avenue
                        Palo Alto, California 94301-1908
                                 (415) 324-7000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================
                                          Proposed         Proposed
        Title of           Amount          maximum          maximum           Amount of
       securities           to be         offering         aggregate        registration
          to be          registered       price per        offering              fee
       registered                         share (1)          price
----------------------------------------------------------------------------------------
<S>                      <C>              <C>            <C>                <C> 
      Common Stock,
      no par value         250,000         $11.188       $2,796,875.00         $848
========================================================================================
</TABLE>

         (1)      Estimated solely for the purpose of computing the amount of
                  the registration fee pursuant to Rule 457(c) under the
                  Securities Act of 1933 and based on the average of the high
                  and low prices reported on the American Stock Exchange on June
                  30, 1997.

<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed with the Commission by
Identix Incorporated are incorporated by reference in this registration
statement:

(a)      The registrant's latest annual report (Form 10-K) filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), or the latest prospectus filed pursuant
         to Rule 424(b) under the Securities Act of 1933, as amended (the
         "Securities Act"), that contains audited financial statements for the
         registrant's latest fiscal year for which such statements have been
         filed;

(b)      All other reports filed by the registrant pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the annual report or prospectus referred to in (a) above;

(c)      The description of the Common Stock of the registrant contained in the
         registration statement filed under the Exchange Act registering such
         Common Stock under Section 12 of the Exchange Act.

         All documents subsequently filed by the registrant 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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part thereof 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 317 of the California Corporations Code (the "Code") permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, indemnity in terms sufficiently
broad to permit indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act.

                                      -2-
<PAGE>   3
Article IV of the Registrant's Articles of Incorporation provides:

                  "The liability of the directors of this corporation for
         monetary damages shall be eliminated to the fullest extent permissible
         under California law. This corporation is also authorized, to the
         fullest extent permissible under California law, to indemnify its
         agents (as defined in Section 317 of the California Corporations Code),
         whether by bylaw, agreement or otherwise in excess of the
         indemnification expressly permitted by Section 317 and to advance
         defense expenses to its agents in connection with such matters, as they
         are incurred. If, after the effective date of this Article, California
         law is amended in a manner which permits a corporation to limit the
         monetary or other liability of its directors or to authorize
         indemnification of, or advancement of such defense expenses to, its
         directors or other persons, in any such case to a greater extent than
         is permitted on such effective date, the references in this Article to
         "California law" shall to that extent be deemed to refer to California
         law as so amended."

Article VI of the Registrant's By-laws provides:

                  "Section 1: INDEMNIFICATION. As authorized by the articles of
         incorporation, to the fullest extent permissible under California law
         and in excess of that which is expressly permitted by Section 317 of
         the California Corporations Code (the "Code"), the corporation shall
         indemnify its directors and officers against all expenses, judgments,
         fines, settlements and other amounts actually and reasonably incurred
         by them in connection with any proceeding, including an action by or in
         the right of the corporation, by reason of the fact that such person is
         or was a director or officer of the corporation, or is or was serving
         at the request of the corporation as a director, officer, trustee,
         employee or agent of another corporation, or of a partnership, joint
         venture, trust or other enterprise (including service with respect to
         employee benefit plants). To the fullest extent permissible under
         California law, expenses incurred by a director or officer seeking
         indemnification under this bylaw in defending any proceeding shall be
         advanced by the corporation as they are incurred upon receipt by the
         corporation of an undertaking or on behalf of the director or officer
         to repay such amount if it shall ultimately be determined that the
         director or officer is not entitled to be indemnified by the
         corporation for those expenses. If, after the effective date of this
         bylaw, California law is amended in a manner which permits the
         corporation to authorize indemnification of, or advancement of expenses
         to, its directors or officers, in any such case to a greater extent
         than is permitted on such effective date, the references in this bylaw
         to "California law" shall to that extent be deemed to refer to

                                      -3-
<PAGE>   4
         California law as so amended. The rights granted by this bylaw are
         contractual in nature and, as such, may not be altered with respect to
         any present or former director of officer without the written consent
         of that person.

         Section 2. PROCEDURE. Upon written request to the Board of Directors by
a person seeking indemnification under this bylaw, the Board shall promptly
determine in accordance with Section 317(e) of the Code whether the applicable
standard of conduct has been met and, if so, the Board shall authorize
indemnification. If the Board cannot authorize indemnification because the
number of directors who are parties to the proceeding with respect to which
indemnification is sought prevents the formation of a quorum of directors who
are not parties to the proceeding, then, upon written request by the person
seeking indemnification, independent legal counsel (by means of a written
opinion obtained at the corporation's expense) or the corporation's shareholders
shall determine whether the applicable standard of conduct has been met and, if
so, shall authorize indemnification.

         Section 3. DEFINITIONS. The term "proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative. The term "expenses" includes, without
limitation, attorneys' fees and any expenses of establishing a right to
indemnification."

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.           EXHIBITS

         5        Opinion of Heller Ehrman White & McAuliffe

         23.1     Consent of Heller Ehrman White & McAuliffe
                  (filed as part of Exhibit 5)

         23.2     Consent of Independent Accountants

         25       Power of Attorney (see pages 6)

         99.1     Identix Incorporated Equity Incentive Plan, as amended

                                      -4-
<PAGE>   5
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
                   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;

             (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(1)(i) and A(1)(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
         registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
             Securities Act, each such post-effective amendment shall be deemed
             to be a new registration statement relating to the securities
             offered therein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.

         (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.

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

         C. 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 provisions described in Item 6, 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 Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by

                                      -5-
<PAGE>   6
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.

                                      -6-
<PAGE>   7
                                   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 duly
authorized, in the City of Sunnyvale, State of California, on this 2nd day of
July, 1997.


                              IDENTIX INCORPORATED



                              By: /S/ JAMES P. SCULLION
                                  ----------------------------------------
                              James P. Scullion, Executive Vice President,
                              Chief Financial Officer and Secretary


                      POWER OF ATTORNEY TO SIGN AMENDMENTS

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Randall C. Fowler and James P.
Scullion, and each of them, with full power of substitution and full power to
act without the other such person's true and lawful attorney-in-fact and agent
for such person in such person's name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 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 premises
in order to effectuate the same as fully, to all intents and purposes, as they
or such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.

                                      -7-
<PAGE>   8
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.


<TABLE>
<S>                                         <C>                                             <C> 
 /S/ RANDALL FOWLER                         Chairman of the Board of Directors, Chief       July 2, 1997
-------------------------------------       Executive Officer and President
Randall C. Fowler                           

 /S/ JAMES P. SCULLION                      Executive Vice President, Chief Financial       July 2, 1997
-------------------------------------       Officer and Secretary
James P. Scullion                           


 /S/ RANDALL HAWKS                          Director                                        July 2, 1997
-------------------------------------
Randall Hawks, Jr.


                                            Director                                        July 2, 1997
-------------------------------------
Patrick H. Morton


 /S/ FRED SUTTER                            Director                                        July 2, 1997
-------------------------------------
Fred Sutter


 /S/ LARRY J. WELLS                         Director                                        July 2, 1997
-------------------------------------
 Larry J. Wells


/S/ HARRISON WALTHER                        Director                                        July 2, 1997
-------------------------------------
 Harrison N. Walther


 /S/ ED ZSCHAU                              Director                                        July 2, 1997
-------------------------------------
 Ed Zschau
</TABLE>

                                      -8-
<PAGE>   9
                                INDEX TO EXHIBITS



Item No.          Description of Item

5                 Opinion of Heller Ehrman White & McAuliffe

23.1              Consent of Heller Ehrman White & McAuliffe
                  (filed as part of Exhibit 5)

23.2              Consent of Independent Accountants

25                Power of Attorney (see pages 6)

99.1              Identix Incorporated Equity Incentive Plan, as amended
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18664}]
{"company-data": {"conformed-name": "IDENTIX INC", "cik": "0000735780", "assigned-sic": "7373", "irs-number": "942842496", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30693", "film-number": "97635777"}, "business-address": {"street1": "510 N PASTORIA AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087392000"}, "mail-address": {"street2": "510 N PASTORIA AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
1
      As filed with the Securities and Exchange Commission on July 2, 1997

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

             (Exact name of registrant as specified in its charter)

             California                                      94-2842496
    (State or other jurisdiction of                       (I.R.S. employer
    incorporation or organization)                       identification No.)
                                                
               510 N. Pastoria Avenue, Sunnyvale, California 94086
                    (Address of principal executive offices)

                              IDENTIX INCORPORATED

                              EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                James P. Scullion
                              Identix Incorporated
                             510 N. Pastoria Avenue
                           Sunnyvale, California 94086
                     (Name and address of agent for service)

                                 (408) 731-2000
          (Telephone number, including area code, of agent for service)

                            Copy to: Richard Friedman
                        Heller, Ehrman, White & McAuliffe
                              525 University Avenue
                        Palo Alto, California 94301-1908
                                 (415) 324-7000

                         CALCULATION OF REGISTRATION FEE
========================================================================================
                                          Proposed         Proposed
        Title of           Amount          maximum          maximum           Amount of
       securities           to be         offering         aggregate        registration
          to be          registered       price per        offering              fee
       registered                         share (1)          price
----------------------------------------------------------------------------------------
Common Stock,
      no par value         250,000         $11.188       $2,796,875.00         $848
========================================================================================
(1)      Estimated solely for the purpose of computing the amount of
                  the registration fee pursuant to Rule 457(c) under the
                  Securities Act of 1933 and based on the average of the high
                  and low prices reported on the American Stock Exchange on June
                  30, 1997.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed with the Commission by
Identix Incorporated are incorporated by reference in this registration
statement:

(a)      The registrant's latest annual report (Form 10-K) filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), or the latest prospectus filed pursuant
         to Rule 424(b) under the Securities Act of 1933, as amended (the
         "Securities Act"), that contains audited financial statements for the
         registrant's latest fiscal year for which such statements have been
         filed;

(b)      All other reports filed by the registrant pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the annual report or prospectus referred to in (a) above;

(c)      The description of the Common Stock of the registrant contained in the
         registration statement filed under the Exchange Act registering such
         Common Stock under Section 12 of the Exchange Act.

         All documents subsequently filed by the registrant 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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part thereof 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 317 of the California Corporations Code (the "Code") permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, indemnity in terms sufficiently
broad to permit indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act.

                                      -2-
3
Article IV of the Registrant's Articles of Incorporation provides:

                  "The liability of the directors of this corporation for
         monetary damages shall be eliminated to the fullest extent permissible
         under California law. This corporation is also authorized, to the
         fullest extent permissible under California law, to indemnify its
         agents (as defined in Section 317 of the California Corporations Code),
         whether by bylaw, agreement or otherwise in excess of the
         indemnification expressly permitted by Section 317 and to advance
         defense expenses to its agents in connection with such matters, as they
         are incurred. If, after the effective date of this Article, California
         law is amended in a manner which permits a corporation to limit the
         monetary or other liability of its directors or to authorize
         indemnification of, or advancement of such defense expenses to, its
         directors or other persons, in any such case to a greater extent than
         is permitted on such effective date, the references in this Article to
         "California law" shall to that extent be deemed to refer to California
         law as so amended."

Article VI of the Registrant's By-laws provides:

                  "Section 1: INDEMNIFICATION. As authorized by the articles of
         incorporation, to the fullest extent permissible under California law
         and in excess of that which is expressly permitted by Section 317 of
         the California Corporations Code (the "Code"), the corporation shall
         indemnify its directors and officers against all expenses, judgments,
         fines, settlements and other amounts actually and reasonably incurred
         by them in connection with any proceeding, including an action by or in
         the right of the corporation, by reason of the fact that such person is
         or was a director or officer of the corporation, or is or was serving
         at the request of the corporation as a director, officer, trustee,
         employee or agent of another corporation, or of a partnership, joint
         venture, trust or other enterprise (including service with respect to
         employee benefit plants). To the fullest extent permissible under
         California law, expenses incurred by a director or officer seeking
         indemnification under this bylaw in defending any proceeding shall be
         advanced by the corporation as they are incurred upon receipt by the
         corporation of an undertaking or on behalf of the director or officer
         to repay such amount if it shall ultimately be determined that the
         director or officer is not entitled to be indemnified by the
         corporation for those expenses. If, after the effective date of this
         bylaw, California law is amended in a manner which permits the
         corporation to authorize indemnification of, or advancement of expenses
         to, its directors or officers, in any such case to a greater extent
         than is permitted on such effective date, the references in this bylaw
         to "California law" shall to that extent be deemed to refer to

                                      -3-
4
         California law as so amended. The rights granted by this bylaw are
         contractual in nature and, as such, may not be altered with respect to
         any present or former director of officer without the written consent
         of that person.

         Section 2. PROCEDURE. Upon written request to the Board of Directors by
a person seeking indemnification under this bylaw, the Board shall promptly
determine in accordance with Section 317(e) of the Code whether the applicable
standard of conduct has been met and, if so, the Board shall authorize
indemnification. If the Board cannot authorize indemnification because the
number of directors who are parties to the proceeding with respect to which
indemnification is sought prevents the formation of a quorum of directors who
are not parties to the proceeding, then, upon written request by the person
seeking indemnification, independent legal counsel (by means of a written
opinion obtained at the corporation's expense) or the corporation's shareholders
shall determine whether the applicable standard of conduct has been met and, if
so, shall authorize indemnification.

         Section 3. DEFINITIONS. The term "proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative. The term "expenses" includes, without
limitation, attorneys' fees and any expenses of establishing a right to
indemnification."

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.           EXHIBITS

         5        Opinion of Heller Ehrman White & McAuliffe

         23.1     Consent of Heller Ehrman White & McAuliffe
                  (filed as part of Exhibit 5)

         23.2     Consent of Independent Accountants

         25       Power of Attorney (see pages 6)

         99.1     Identix Incorporated Equity Incentive Plan, as amended

                                      -4-
5
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
                   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;

             (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(1)(i) and A(1)(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
         registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
             Securities Act, each such post-effective amendment shall be deemed
             to be a new registration statement relating to the securities
             offered therein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.

         (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.

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

         C. 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 provisions described in Item 6, 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 Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by

                                      -5-
6
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.

                                      -6-
7
                                   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 duly
authorized, in the City of Sunnyvale, State of California, on this 2nd day of
July, 1997.

                              IDENTIX INCORPORATED

                              By: /S/ JAMES P. SCULLION
                                  ----------------------------------------
                              James P. Scullion, Executive Vice President,
                              Chief Financial Officer and Secretary

                      POWER OF ATTORNEY TO SIGN AMENDMENTS

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Randall C. Fowler and James P.
Scullion, and each of them, with full power of substitution and full power to
act without the other such person's true and lawful attorney-in-fact and agent
for such person in such person's name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 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 premises
in order to effectuate the same as fully, to all intents and purposes, as they
or such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.

                                      -7-
8
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
/S/ RANDALL FOWLER                         Chairman of the Board of Directors, Chief       July 2, 1997
-------------------------------------       Executive Officer and President
Randall C. Fowler                           

 /S/ JAMES P. SCULLION                      Executive Vice President, Chief Financial       July 2, 1997
-------------------------------------       Officer and Secretary
James P. Scullion                           

 /S/ RANDALL HAWKS                          Director                                        July 2, 1997
-------------------------------------
Randall Hawks, Jr.

                                            Director                                        July 2, 1997
-------------------------------------
Patrick H. Morton

 /S/ FRED SUTTER                            Director                                        July 2, 1997
-------------------------------------
Fred Sutter

 /S/ LARRY J. WELLS                         Director                                        July 2, 1997
-------------------------------------
 Larry J. Wells

/S/ HARRISON WALTHER                        Director                                        July 2, 1997
-------------------------------------
 Harrison N. Walther

 /S/ ED ZSCHAU                              Director                                        July 2, 1997
-------------------------------------
 Ed Zschau
-8-
9
                                INDEX TO EXHIBITS

Item No.          Description of Item

5                 Opinion of Heller Ehrman White & McAuliffe

23.1              Consent of Heller Ehrman White & McAuliffe
                  (filed as part of Exhibit 5)

23.2              Consent of Independent Accountants

25                Power of Attorney (see pages 6)

99.1              Identix Incorporated Equity Incentive Plan, as amended