As filed with the Securities and Exchange Commission on August 1, 1996
                                                     Registration No. 333-_____

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                            PERCON INCORPORATED
           (Exact name of registrant as specified in its charter)

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

        WASHINGTON                                           91-1486560
(State or other jurisdiction                                (IRS Employer
of incorporation or organization)                         Identification No.)

1720 Willow Creek Circle, Suite 530
Eugene, Oregon                                                 97402-9171
(Address of Principal                                          (Zip Code)
Executive Offices)

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

                            Percon Incorporated
                         1995 Stock Incentive Plan
                            (Full title of plan)

                            Michael P. Coughlin
                                 President
                            Percon Incorporated
                    1720 Willow Creek Circle, Suite 530
                         Eugene, Oregon 97402-9171
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 626-9393

                                  Copy to:

                               John R. Thomas
                              Stoel Rives LLP
                      900 SW Fifth Avenue, Suite 2300
                        Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
                                             Proposed          Proposed            Amount
                                             Maximum           Maximum             of
                          Amount             Offering          Aggregate           Regis-
Title of Securities       to Be              Price Per         Offering            tration
to Be Registered          Registered         Share(1)          Price(1)            Fee
- ----------------          ----------         --------          --------            ---
<S>                       <C>                <C>               <C>                 <C>   
Common Stock              500,000 Shares     $13.00            $5,542,113          $1,912
- --------------------------------------------------------------------------------------------
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. Of the
     shares to be registered, 313,220 shares are subject to options with an
     aggregate exercise price of $3,113,973. The calculation of the
     registration fee for the balance of the shares is based on $13.00,
     which was the average of the high and low prices of the Common Stock
     on July 31, 1996 as reported in The Nasdaq National Market.
</FN>
</TABLE>
<PAGE>
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.
         ---------------------------------------

         The following documents filed by Percon Incorporated (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:

         (a) The Company's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
     prospectus filed pursuant to Rule 424(b) under the Securities Act of
     1933 that contains audited financial statements for the Company's
     latest fiscal year for which such statements have been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934 since the end of the fiscal year
     covered by the annual report or prospectus referred to in (a) above.

         (c) The description of the authorized capital stock of the Company
     contained in the Company's registration statement filed under Section
     12 of the Securities Exchange Act of 1934, including any amendment or
     report filed for the purpose of updating the description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and 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.
         -----------------------------------------

         Article VII of the Company's Amended and Restated Articles of
Incorporation (the "Articles") requires indemnification of current or
former directors of the Company to the full extent permitted by the
Washington Business Corporation Act

                                    II-1
<PAGE>
(the "Act"). The effects of the Articles and the Act (the "Indemnification
Provisions") are summarized as follows:

         (a) The Indemnification Provisions grant a right of
     indemnification in respect of any action, suit or proceeding (other
     than an action by or in the right of the Company) against expenses
     (including attorney fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred, if the person concerned
     (i) acted in good faith and in a manner the person reasonably believed
     to be, in the case of conduct in the person's official capacity, in
     the best interests of the Company or, in all other cases, not opposed
     to the best interests of the Company, (ii) was not adjudged liable on
     the basis of receipt of an improper personal benefit and (iii) with
     respect to any criminal action or proceeding, had no reasonable cause
     to believe the conduct was unlawful. The termination of an action,
     suit or proceeding by judgment, order, settlement, conviction or plea
     of nolo contendere does not, of itself, create a presumption that the
     person did not meet the required standards of conduct.

         (b) The Indemnification Provisions grant a right of
     indemnification in respect of any action or suit by or in the right of
     the Company against the expenses (including attorney fees) actually
     and reasonably incurred if the person concerned acted in good faith
     and in a manner the person reasonably believed to be, in the case of
     conduct in the person's official capacity, in the best interests of
     the Company, or in all other cases, not opposed to the best interests
     of the Company; except that no right of indemnification will be
     granted if the person is adjudged to be liable to the Company.

         (c) Because the limits of permissible indemnification under
     Washington law are not clearly defined, the Indemnification Provisions
     may provide indemnification broader than that described in (a) and
     (b).

         (d) The Company may advance to a director or officer the expenses
     incurred in defending any action, suit or proceeding in advance of its
     final disposition if the director or officer affirms in good faith
     that he or she has met the standard of conduct to be entitled to
     indemnification as described in (a) or (b) above and undertakes to
     repay any amount advanced if it is determined that the person did not
     meet the required standard of conduct.

         The Company may obtain insurance for the protection of its
directors and officers against any liability asserted against them in their
official capacities. The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the persons
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or directors or otherwise. Agreements executed by the
President and Chief Executive Officer and the Executive Vice President and
Chief

                                    II-2
<PAGE>
Operating Officer obligate the Company to indemnify each such officer for
liabilities incurred as an officer of the Company.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         4.1  Amended and Restated Articles of Incorporation of the
              Company (incorporated by reference to Exhibit 3.1a to the
              Company's Registration Statement on Form SB-2, File No.
              33-93598 (the "Form SB-2")).

         4.2  Bylaws of the Company (incorporated by reference to Exhibit
              3.2a to the Form SB-2).

         5.1  Opinion of Counsel.

         23.1 Consent of Independent Accountants (see page II-6).

         23.2 Consent of Stoel Rives LLP (see Exhibit 5.1).

         24.1 Powers of Attorney.

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 of 1933;

                    (ii) To reflect in the prospectus any facts or events
                    which, individually or together, represent a
                    fundamental change in the information set forth in the
                    registration statement; and

                    (iii) To include any additional or changed material
                    information on the plan of distribution;

     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

                                    II-3
<PAGE>
     paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
     of 1934 that are incorporated by reference in the registration
     statement.

                (2) That, for determining liability under the Securities
              Act of 1933, each post-effective amendment shall be treated
              as a new registration statement of the securities offered and
              the offering of the securities at that time shall be deemed
              to be the initial bona fide offering thereof.

                (3) To file a post-effective amendment to remove from
              registration any of the securities being registered which
              remain unsold at the termination of the offering.

         (b) Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Act and is, therefore,
     unenforceable. In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such 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 Act and will be
     governed by the final adjudication of such issue.

                                    II-4
<PAGE>
                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Eugene, State of Oregon, on July
31, 1996.

                                       PERCON INCORPORATED


                                       By  MICHAEL P. COUGHLIN
                                           -------------------------------
                                           Michael P. Coughlin,
                                           President and Chief Executive Offer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 31, 1996.

     Signature                                        Title


MICHAEL P. COUGHLIN                    President, Chief Executive Officer
- ----------------------------------     and Director (Principal Executive
Michael P. Coughlin                    Officer)

*G. SCOTT PURCELL                      Chief Financial Officer
- ----------------------------------     (Principal Financial and
 G. Scott Purcell                      Accounting Officer)

*ANDY J. STORMENT                      Executive Vice President, Chief
- ----------------------------------     Operating Officer, Secretary,
 Andy J. Storment                      Treasurer and Director

*ARLEN I. PRENTICE                     Chairman of the Board
- ----------------------------------
 Arlen I. Prentice


*DONALD K. SKINNER                     Director
- ----------------------------------
 Donald K. Skinner


    *By MICHAEL P. COUGHLIN
        -------------------------------------
        Michael P. Coughlin, Attorney-in-Fact

                                    II-5
<PAGE>
                     CONSENT OF INDEPENDENT ACCOUNTANTS


         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 and related Prospectus of our report
dated January 26, 1996 (March 7, 1996 as to Note 16) appearing on page F-1
of the Annual Report on Form 10- KSB of Percon Incorporated for the fiscal
year ended December 31, 1995.



COOPERS & LYBRAND L.L.P.

Eugene, Oregon
August 1, 1996

                                    II-6
<PAGE>
                               EXHIBIT INDEX

                                                                    Sequential
Exhibit                                                                Page
Number        Document Description                                    Number
- ------        --------------------                                    ------

  4.1         Amended and Restated Articles of Incorporation
              of the Company (incorporated by reference to
              Exhibit 3.1a to the Company's Registration
              Statement on Form SB-2, File No. 33-93598-LA
              (the "Form SB-2")).

  4.2         Bylaws of the Company (incorporated by
              reference to Exhibit 3.2a to the Form SB-2).

  5.1         Opinion of Counsel.

  23.1        Consent of Independent Accountants (see
              page II-6).

  23.2        Consent of Stoel Rives LLP (see Exhibit 5.1).

  24.1        Powers of Attorney.

                                    II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16312}]
{"company-data": {"conformed-name": "PERCON INC", "cik": "0000876573", "assigned-sic": "3577", "irs-number": "911486560", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09391", "film-number": "96602571"}, "business-address": {"street1": "1720 WILLOW CREEK CIRCLE", "street2": "STE 530", "city": "EUGENE", "state": "OR", "zip": "97402", "phone": "5033441189"}, "former-company": {"former-conformed-name": "PERCON ACQUISITION INC", "date-changed": "19950621"}}
As filed with the Securities and Exchange Commission on August 1, 1996
                                                     Registration No. 333-_____

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                            PERCON INCORPORATED
           (Exact name of registrant as specified in its charter)

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

        WASHINGTON                                           91-1486560
(State or other jurisdiction                                (IRS Employer
of incorporation or organization)                         Identification No.)

1720 Willow Creek Circle, Suite 530
Eugene, Oregon                                                 97402-9171
(Address of Principal                                          (Zip Code)
Executive Offices)

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

                            Percon Incorporated
                         1995 Stock Incentive Plan
                            (Full title of plan)

                            Michael P. Coughlin
                                 President
                            Percon Incorporated
                    1720 Willow Creek Circle, Suite 530
                         Eugene, Oregon 97402-9171
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 626-9393

                                  Copy to:

                               John R. Thomas
                              Stoel Rives LLP
                      900 SW Fifth Avenue, Suite 2300
                        Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
                                             Proposed          Proposed            Amount
                                             Maximum           Maximum             of
                          Amount             Offering          Aggregate           Regis-
Title of Securities       to Be              Price Per         Offering            tration
to Be Registered          Registered         Share(1)          Price(1)            Fee
- ----------------          ----------         --------          --------            ---
Common Stock              500,000 Shares     $13.00            $5,542,113          $1,912
- --------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. Of the
     shares to be registered, 313,220 shares are subject to options with an
     aggregate exercise price of $3,113,973. The calculation of the
     registration fee for the balance of the shares is based on $13.00,
     which was the average of the high and low prices of the Common Stock
     on July 31, 1996 as reported in The Nasdaq National Market.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.
         ---------------------------------------

         The following documents filed by Percon Incorporated (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:

         (a) The Company's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
     prospectus filed pursuant to Rule 424(b) under the Securities Act of
     1933 that contains audited financial statements for the Company's
     latest fiscal year for which such statements have been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934 since the end of the fiscal year
     covered by the annual report or prospectus referred to in (a) above.

         (c) The description of the authorized capital stock of the Company
     contained in the Company's registration statement filed under Section
     12 of the Securities Exchange Act of 1934, including any amendment or
     report filed for the purpose of updating the description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and 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.
         -----------------------------------------

         Article VII of the Company's Amended and Restated Articles of
Incorporation (the "Articles") requires indemnification of current or
former directors of the Company to the full extent permitted by the
Washington Business Corporation Act

                                    II-1
(the "Act"). The effects of the Articles and the Act (the "Indemnification
Provisions") are summarized as follows:

         (a) The Indemnification Provisions grant a right of
     indemnification in respect of any action, suit or proceeding (other
     than an action by or in the right of the Company) against expenses
     (including attorney fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred, if the person concerned
     (i) acted in good faith and in a manner the person reasonably believed
     to be, in the case of conduct in the person's official capacity, in
     the best interests of the Company or, in all other cases, not opposed
     to the best interests of the Company, (ii) was not adjudged liable on
     the basis of receipt of an improper personal benefit and (iii) with
     respect to any criminal action or proceeding, had no reasonable cause
     to believe the conduct was unlawful. The termination of an action,
     suit or proceeding by judgment, order, settlement, conviction or plea
     of nolo contendere does not, of itself, create a presumption that the
     person did not meet the required standards of conduct.

         (b) The Indemnification Provisions grant a right of
     indemnification in respect of any action or suit by or in the right of
     the Company against the expenses (including attorney fees) actually
     and reasonably incurred if the person concerned acted in good faith
     and in a manner the person reasonably believed to be, in the case of
     conduct in the person's official capacity, in the best interests of
     the Company, or in all other cases, not opposed to the best interests
     of the Company; except that no right of indemnification will be
     granted if the person is adjudged to be liable to the Company.

         (c) Because the limits of permissible indemnification under
     Washington law are not clearly defined, the Indemnification Provisions
     may provide indemnification broader than that described in (a) and
     (b).

         (d) The Company may advance to a director or officer the expenses
     incurred in defending any action, suit or proceeding in advance of its
     final disposition if the director or officer affirms in good faith
     that he or she has met the standard of conduct to be entitled to
     indemnification as described in (a) or (b) above and undertakes to
     repay any amount advanced if it is determined that the person did not
     meet the required standard of conduct.

         The Company may obtain insurance for the protection of its
directors and officers against any liability asserted against them in their
official capacities. The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the persons
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or directors or otherwise. Agreements executed by the
President and Chief Executive Officer and the Executive Vice President and
Chief

                                    II-2
Operating Officer obligate the Company to indemnify each such officer for
liabilities incurred as an officer of the Company.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         4.1  Amended and Restated Articles of Incorporation of the
              Company (incorporated by reference to Exhibit 3.1a to the
              Company's Registration Statement on Form SB-2, File No.
              33-93598 (the "Form SB-2")).

         4.2  Bylaws of the Company (incorporated by reference to Exhibit
              3.2a to the Form SB-2).

         5.1  Opinion of Counsel.

         23.1 Consent of Independent Accountants (see page II-6).

         23.2 Consent of Stoel Rives LLP (see Exhibit 5.1).

         24.1 Powers of Attorney.

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 of 1933;

                    (ii) To reflect in the prospectus any facts or events
                    which, individually or together, represent a
                    fundamental change in the information set forth in the
                    registration statement; and

                    (iii) To include any additional or changed material
                    information on the plan of distribution;

     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

                                    II-3
paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
     of 1934 that are incorporated by reference in the registration
     statement.

                (2) That, for determining liability under the Securities
              Act of 1933, each post-effective amendment shall be treated
              as a new registration statement of the securities offered and
              the offering of the securities at that time shall be deemed
              to be the initial bona fide offering thereof.

                (3) To file a post-effective amendment to remove from
              registration any of the securities being registered which
              remain unsold at the termination of the offering.

         (b) Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Act and is, therefore,
     unenforceable. In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such 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 Act and will be
     governed by the final adjudication of such issue.

                                    II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Eugene, State of Oregon, on July
31, 1996.

                                       PERCON INCORPORATED

                                       By  MICHAEL P. COUGHLIN
                                           -------------------------------
                                           Michael P. Coughlin,
                                           President and Chief Executive Offer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 31, 1996.

     Signature                                        Title

MICHAEL P. COUGHLIN                    President, Chief Executive Officer
- ----------------------------------     and Director (Principal Executive
Michael P. Coughlin                    Officer)

*G. SCOTT PURCELL                      Chief Financial Officer
- ----------------------------------     (Principal Financial and
 G. Scott Purcell                      Accounting Officer)

*ANDY J. STORMENT                      Executive Vice President, Chief
- ----------------------------------     Operating Officer, Secretary,
 Andy J. Storment                      Treasurer and Director

*ARLEN I. PRENTICE                     Chairman of the Board
- ----------------------------------
 Arlen I. Prentice

*DONALD K. SKINNER                     Director
- ----------------------------------
 Donald K. Skinner

    *By MICHAEL P. COUGHLIN
        -------------------------------------
        Michael P. Coughlin, Attorney-in-Fact

                                    II-5
CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 and related Prospectus of our report
dated January 26, 1996 (March 7, 1996 as to Note 16) appearing on page F-1
of the Annual Report on Form 10- KSB of Percon Incorporated for the fiscal
year ended December 31, 1995.

COOPERS & LYBRAND L.L.P.

Eugene, Oregon
August 1, 1996

                                    II-6
EXHIBIT INDEX

                                                                    Sequential
Exhibit                                                                Page
Number        Document Description                                    Number
- ------        --------------------                                    ------

  4.1         Amended and Restated Articles of Incorporation
              of the Company (incorporated by reference to
              Exhibit 3.1a to the Company's Registration
              Statement on Form SB-2, File No. 33-93598-LA
              (the "Form SB-2")).

  4.2         Bylaws of the Company (incorporated by
              reference to Exhibit 3.2a to the Form SB-2).

  5.1         Opinion of Counsel.

  23.1        Consent of Independent Accountants (see
              page II-6).

  23.2        Consent of Stoel Rives LLP (see Exhibit 5.1).

  24.1        Powers of Attorney.

                                    II-7