AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 2000
                                                      REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


                                APA OPTICS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  MINNESOTA                                41-1347235
        (State or Other Jurisdiction                     (IRS Employer
      of Incorporation or Organization)                Identification No.)

                              2950 N.E. 84TH LANE,
                             BLAINE, MINNESOTA 55449
               (Address of Principal Executive Offices) (Zip Code)

          APA OPTICS, INC. STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                            (Full title of the plan)

                      ANIL K. JAIN, CHIEF EXECUTIVE OFFICER
                               2950 N.E. 84TH LANE
                             BLAINE, MINNESOTA 55449
                     (Name and address of agent for service)

                                 (673) 784-4995
          (Telephone number, including area code, of agent for service)

                                   COPIES TO:
                              DEANNE M. GRECO, ESQ.
                                 MOSS & BARNETT
                           A PROFESSIONAL ASSOCIATION
                             4800 WELLS FARGO CENTER
                               90 SOUTH 7TH STREET
                              MINNEAPOLIS, MN 55402
                            TELEPHONE: (612) 347-0287

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                  PROPOSED MAXIMUM      PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE       AMOUNT TO BE     OFFERING PRICE      AGGREGATE OFFERING    AMOUNT OF REGISTRATION
          REGISTERED               REGISTERED       PER SHARE(1)            PRICE(1)                   FEE
------------------------------- ----------------- ------------------ ----------------------- ------------------------
<S>                              <C>                   <C>                 <C>                       <C>
Common Stock,
$.01 par value                   185,000 shares        $16.25              $3,006,250                $793.65
=============================== ================= ================== ======================= ========================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee, based
     upon the average of the high and low prices of the Common Stock as reported
     by The Nasdaq Stock Market on August 21, 2000.

     If any of the Securities being registered on this Form are to be offered on
     a delayed or continuous basis pursuant to Rule 415 under the Securities Act
     of 1933, check the following box. |X|

<PAGE>


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

            The following documents and information, which have been, or will
be, filed by the registrant with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference, as of their respective
dates:

            (a) The registrant's Annual Report to Shareholders for the fiscal
      year ended March 31, 2000;

            (b) The registrant's Quarterly Report on Form 10-Q for the quarter
      ended June 30, 2000;

            (c) The description of the registrant's Common Stock, $.0l par
      value, contained in the registrant's Registration Statement on Form 8-A
      filed under the Securities Exchange Act of 1934 (the "Act"), on July 29,
      1987 (SEC. No. 0-16106), including any amendment or report filed for the
      purpose of updating such description.

      All reports and documents filed by the registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Act, after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such reports or documents.

Item 4.     Description of Securities

            Not applicable.

Item 5.     Interest of Named Experts and Counsel

            Not applicable.

Item 6.     Indemnification of Directors and Officers

            Unless prohibited in a corporation's articles of incorporation or
bylaws, Minnesota Statutes Section 302A.521 requires indemnification of
officers, directors, employees, or agents, under certain circumstances, against
judgments, penalties, and fines, settlements, and reasonable expenses (including
attorneys' fees and disbursements) incurred by such person in connection with a
threatened or pending proceeding with respect to acts or omissions of such
person in his or her official capacity. The general effect of Section 302A.521
is to require the registrant to reimburse (or pay on behalf of) directors and
officers of the registrant any personal liability that may be imposed for
certain acts performed in their capacity as directors and officers of the
registrant, except where such persons have not acted in good faith.


                                       2
<PAGE>

            The registrant's Articles of Incorporation and Bylaws provide for
such indemnification to the maximum extent permitted by Minnesota Statutes. The
registrant has purchased insurance covering the liability of its directors and
officers.

Item 7.     Exemption from Registration Claimed

            Not applicable.

Item 8.     Exhibits

            The following exhibits are filed as a part of this registration
statement:

EXHIBIT NUMBER                             DESCRIPTION
--------------    --------------------------------------------------------------

       4          Form of Stock Certificate (incorporated by reference to the
                  registrant's Registration Statement on Form S-18 (SEC No.
                  33-6817C) filed June 26, 1986)

       5          Opinion of Counsel

      23.1        Consent of Counsel (included in Exhibit 5)

      23.2        Consent of Independent Auditors

       24         Powers of attorney from Messrs. Jain, Ringstad, Olsen, Von
                  Wald, Gort, and Franta (included on signature page)

Item 9.     Undertakings

            A. The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
            made, a post-effective amendment to this registration statement 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;

                  (2) That, for the purpose of determining any liability under
            the Securities Act of 1933, each such post-effective amendment to
            this registration statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof; and

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


                                       3
<PAGE>


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

            C. Insofar as indemnification for liabilities arising under the
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 of the
registrant 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.


                                       4
<PAGE>


                        SIGNATURES AND POWER OF ATTORNEY

      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 Minneapolis, State of Minnesota, on August 25, 2000.

                                       APA OPTICS, INC.


                                       By /s/ Anil K. Jain
                                          ------------------------------
                                          Anil K. Jain, President and
                                          Chief Executive Officer

      KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Anil K. Jain and Deanne M. Greco, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, including any amendment
increasing or decreasing the amount of securities for which registration is
being sought or any registration statement for the same offering filed in
accordance with Rule 462(b) under the Securities Act of 1933, 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 or necessary to be done in
and about the premises, 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 or her substitute
or substitutes, 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 below by the following persons in the
capacities and on the dates indicated:

SIGNATURE                   TITLE                                DATE
---------                   -----                                ----

/s/ Anil K. Jain           Chief Executive Officer (Principal    August 25, 2000
------------------------   executive officer) and Director
Anil K. Jain

/s/ Robert Ringstad        Chief Financial Officer (Principal    August 25, 2000
------------------------   financial and accounting officer)
Robert Ringstad

/s/ Kenneth A. Olsen       Director                              August 25, 2000
------------------------
Kenneth A. Olsen

/s/ Gregory J. Von Wald    Director                              August 25, 2000
------------------------
Gregory J. Von Wald

/s/ Michael A. Gort        Director                              August 25, 2000
------------------------
Michael A. Gort

/s/ William R. Franta      Director                              August 25, 2000
------------------------
William R. Franta


                                        5
<PAGE>


                                  EXHIBIT INDEX


 EXHIBIT NO.                    DESCRIPTION OF EXHIBIT                  PAGE NO.
-------------  -------------------------------------------------------  --------
4              Form of Stock Certificate (incorporated
               by reference to the registrant's Registration
               Statement on Form S-18 (SEC No. 33-6817C)
               filed June 26, 1986)

 5             Opinion of Counsel.....................................     7

23.1           Consent of Counsel (included in Exhibit 5)

23.2           Consent of Independent Auditors........................     9

24             Powers of Attorney from Messrs. Jain, Ringstad, Olsen,
               Von Wald, Gort, and Franta (included on signature page)


                                       6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 13783}]
{"company-data": {"conformed-name": "APA OPTICS INC /MN/", "cik": "0000796505", "assigned-sic": "3827", "irs-number": "411347235", "state-of-incorporation": "MN", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44500", "film-number": "710017"}, "business-address": {"street1": "2950 NE 84TH LANE", "city": "BLAINE", "state": "MN", "zip": "55434", "phone": "6127844995"}, "mail-address": {"street2": "2950 NE 84TH LN", "city": "BLAINE MINNESOTA", "state": "MN", "zip": "55449"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 2000
                                                      REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                                APA OPTICS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  MINNESOTA                                41-1347235
        (State or Other Jurisdiction                     (IRS Employer
      of Incorporation or Organization)                Identification No.)

                              2950 N.E. 84TH LANE,
                             BLAINE, MINNESOTA 55449
               (Address of Principal Executive Offices) (Zip Code)

          APA OPTICS, INC. STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                            (Full title of the plan)

                      ANIL K. JAIN, CHIEF EXECUTIVE OFFICER
                               2950 N.E. 84TH LANE
                             BLAINE, MINNESOTA 55449
                     (Name and address of agent for service)

                                 (673) 784-4995
          (Telephone number, including area code, of agent for service)

                                   COPIES TO:
                              DEANNE M. GRECO, ESQ.
                                 MOSS & BARNETT
                           A PROFESSIONAL ASSOCIATION
                             4800 WELLS FARGO CENTER
                               90 SOUTH 7TH STREET
                              MINNEAPOLIS, MN 55402
                            TELEPHONE: (612) 347-0287

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM      PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE       AMOUNT TO BE     OFFERING PRICE      AGGREGATE OFFERING    AMOUNT OF REGISTRATION
          REGISTERED               REGISTERED       PER SHARE(1)            PRICE(1)                   FEE
------------------------------- ----------------- ------------------ ----------------------- ------------------------
Common Stock,
$.01 par value                   185,000 shares        $16.25              $3,006,250                $793.65
=============================== ================= ================== ======================= ========================
(1)  Estimated solely for the purpose of calculating the registration fee, based
     upon the average of the high and low prices of the Common Stock as reported
     by The Nasdaq Stock Market on August 21, 2000.

     If any of the Securities being registered on this Form are to be offered on
     a delayed or continuous basis pursuant to Rule 415 under the Securities Act
     of 1933, check the following box. |X|
INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

            The following documents and information, which have been, or will
be, filed by the registrant with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference, as of their respective
dates:

            (a) The registrant's Annual Report to Shareholders for the fiscal
      year ended March 31, 2000;

            (b) The registrant's Quarterly Report on Form 10-Q for the quarter
      ended June 30, 2000;

            (c) The description of the registrant's Common Stock, $.0l par
      value, contained in the registrant's Registration Statement on Form 8-A
      filed under the Securities Exchange Act of 1934 (the "Act"), on July 29,
      1987 (SEC. No. 0-16106), including any amendment or report filed for the
      purpose of updating such description.

      All reports and documents filed by the registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Act, after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such reports or documents.

Item 4.     Description of Securities

            Not applicable.

Item 5.     Interest of Named Experts and Counsel

            Not applicable.

Item 6.     Indemnification of Directors and Officers

            Unless prohibited in a corporation's articles of incorporation or
bylaws, Minnesota Statutes Section 302A.521 requires indemnification of
officers, directors, employees, or agents, under certain circumstances, against
judgments, penalties, and fines, settlements, and reasonable expenses (including
attorneys' fees and disbursements) incurred by such person in connection with a
threatened or pending proceeding with respect to acts or omissions of such
person in his or her official capacity. The general effect of Section 302A.521
is to require the registrant to reimburse (or pay on behalf of) directors and
officers of the registrant any personal liability that may be imposed for
certain acts performed in their capacity as directors and officers of the
registrant, except where such persons have not acted in good faith.

                                       2
The registrant's Articles of Incorporation and Bylaws provide for
such indemnification to the maximum extent permitted by Minnesota Statutes. The
registrant has purchased insurance covering the liability of its directors and
officers.

Item 7.     Exemption from Registration Claimed

            Not applicable.

Item 8.     Exhibits

            The following exhibits are filed as a part of this registration
statement:

EXHIBIT NUMBER                             DESCRIPTION
--------------    --------------------------------------------------------------

       4          Form of Stock Certificate (incorporated by reference to the
                  registrant's Registration Statement on Form S-18 (SEC No.
                  33-6817C) filed June 26, 1986)

       5          Opinion of Counsel

      23.1        Consent of Counsel (included in Exhibit 5)

      23.2        Consent of Independent Auditors

       24         Powers of attorney from Messrs. Jain, Ringstad, Olsen, Von
                  Wald, Gort, and Franta (included on signature page)

Item 9.     Undertakings

            A. The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
            made, a post-effective amendment to this registration statement 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;

                  (2) That, for the purpose of determining any liability under
            the Securities Act of 1933, each such post-effective amendment to
            this registration statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof; and

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

                                       3
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            C. Insofar as indemnification for liabilities arising under the
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 of the
registrant 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.

                                       4
SIGNATURES AND POWER OF ATTORNEY

      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 Minneapolis, State of Minnesota, on August 25, 2000.

                                       APA OPTICS, INC.

                                       By /s/ Anil K. Jain
                                          ------------------------------
                                          Anil K. Jain, President and
                                          Chief Executive Officer

      KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Anil K. Jain and Deanne M. Greco, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, including any amendment
increasing or decreasing the amount of securities for which registration is
being sought or any registration statement for the same offering filed in
accordance with Rule 462(b) under the Securities Act of 1933, 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 or necessary to be done in
and about the premises, 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 or her substitute
or substitutes, 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 below by the following persons in the
capacities and on the dates indicated:

SIGNATURE                   TITLE                                DATE
---------                   -----                                ----

/s/ Anil K. Jain           Chief Executive Officer (Principal    August 25, 2000
------------------------   executive officer) and Director
Anil K. Jain

/s/ Robert Ringstad        Chief Financial Officer (Principal    August 25, 2000
------------------------   financial and accounting officer)
Robert Ringstad

/s/ Kenneth A. Olsen       Director                              August 25, 2000
------------------------
Kenneth A. Olsen

/s/ Gregory J. Von Wald    Director                              August 25, 2000
------------------------
Gregory J. Von Wald

/s/ Michael A. Gort        Director                              August 25, 2000
------------------------
Michael A. Gort

/s/ William R. Franta      Director                              August 25, 2000
------------------------
William R. Franta

                                        5
EXHIBIT INDEX

 EXHIBIT NO.                    DESCRIPTION OF EXHIBIT                  PAGE NO.
-------------  -------------------------------------------------------  --------
4              Form of Stock Certificate (incorporated
               by reference to the registrant's Registration
               Statement on Form S-18 (SEC No. 33-6817C)
               filed June 26, 1986)

 5             Opinion of Counsel.....................................     7

23.1           Consent of Counsel (included in Exhibit 5)

23.2           Consent of Independent Auditors........................     9

24             Powers of Attorney from Messrs. Jain, Ringstad, Olsen,
               Von Wald, Gort, and Franta (included on signature page)

                                       6