<PAGE>   1
As filed with the Securities and Exchange Commission on April 25, 1995
                                                           Registration No. 33 -



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


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


                                 PENWEST, LTD.             
               (exact name of issuer as specified in its charter)


<TABLE>                                                    
     <S>                                                     <C>
     Washington                                                  91-1221360     
     (State or other jurisdiction                             (I.R.S. Employer
     of incorporation or organization)                       Identification No.)

     Security Pacific Plaza, Suite 2390
     777 - 108th Avenue N.E., Bellevue, Washington               98004-5193  
     (address of principal executive offices)                    (Zip code)

     Registrant's telephone number, including area code:       (206) 462-6000 
</TABLE>



                      PENWEST, LTD. 1994 Stock Option Plan      
                            (Full title of the Plan)

                                Jefferey T. Cook
                          Vice President, Finance and
                            Chief Financial Officer
                                 PENWEST, LTD.
                       Security Pacific Plaza, Suite 2390
                            777 - 108th Avenue N.E.
                        Bellevue, Washington 98004-5139    
                    (Name and address of agent for service)

                                  (206) 462-6000               
         (Telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE
                                                        
<TABLE>
<CAPTION>
===========================================================================================================================
                                                                                Proposed                           
                                                       Proposed                 maximum                   Amount of   
 Title of securities         Amount to be          maximum offering        aggregate offering           registration
  to be registered            registered           price per share               price                      fee(1)
- ---------------------------------------------------------------------------------------------------------------------------  
<S>                         <C>                         <C>                    <C>                         <C>
Common Stock,               500,000 shares              $21.375                  $10,687,500                 $3,685.34
par value $1.00(1)
===========================================================================================================================
</TABLE>

(1) The proposed maximum offering price per share and the registration fee were
calculated in accordance with Rule 457(c) and (h) based on the average of the
high and low prices for PENWEST, LTD.'s common shares on April 19, 1995, as
quoted by the Nasdaq National Market system, which was $21.375 per share.



                             Page 1 of ____ pages.
                      Exhibit Index begins at page _____.
<PAGE>   2
PART II.            INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The documents listed in (a) through (c) below are incorporated by reference in
this registration statement.

         (a)     The Company's latest Annual Report on Form 10-K filed pursuant
                 to Section 13 of the Securities Exchange Act of 1934, as
                 amended (the "Exchange Act"), for the Company's fiscal year
                 ended August 31, 1994.

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Exchange Act since the filing of the Form 10-K, as
                 amended, by reference herein to (a) above.

         (c)     The description of the Company's securities contained in a
                 Registration Statement filed pursuant to Section 12 of the
                 Exchange Act.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

None

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Articles of Incorporation provide that the Company may
indemnify and hold harmless to the fullest extent permitted by the Washington
Business Corporation Act or other applicable law each person who was or is made
a party to or is threatened to be made a party to or is involved (including,
without limitation, as a witness) in any actual or threatened action, suit or
other proceeding, whether civil, criminal, derivative, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company or, being or having been such a
director, officer, employee or agent, he or she is or was serving at the
request of the Company as a director, officer, employee, agent, trustee, or in
any other capacity of another company or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action or omission in an
official capacity or in any other capacity while serving as a director,
officer, employee, agent, trustee or in any other capacity, against all
expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, Employee Retirement Income Security Act of 1974 excise taxes
or penalties and amounts to be paid in settlement) actually or reasonably
incurred or suffered by such person in connection therewith.  The Washington
Business Corporation Act includes a provision (Section 23B.08.320 of the
Revised Code of Washington) that permits a corporation to limit a director's
liability to the corporation or its shareholders for monetary damages for his
or her acts or omissions as a director, except in certain circumstances
involving intentional misconduct, self dealing or illegal corporate loans or
distributions, or any transaction from which the director personally benefits.
Such indemnification may continue as to a person who has ceased to be a
director, officer, employee or agent of the Company and shall inure to the
benefit of his or her heirs and personal representatives.

         The Company may pay the expenses of a director, officer, employee or
agent of the Company incurred in defending any such proceeding in advance of
the final disposition of any such proceeding; provided, however, that the
payment of such expenses in advance of the final disposition of a proceeding
shall be made to or on behalf of a director, officer, employee or agent only
upon delivery to the Company of an undertaking, by or on behalf of such
director, officer, employee or agent, to repay all amounts so advanced if it
shall ultimately be determined that such director, officer, employee or agent
is not entitled to be indemnified under the Company's Articles of Incorporation
or otherwise, which undertaking may be unsecured and may be accepted without
reference to financial ability to make repayment.





                                      II-1
<PAGE>   3
         No indemnification shall be provided under the Company's Articles of
Incorporation to any such person if the Company is prohibited by the provisions
of the Washington Business Corporation Act or other applicable law as then in
effect from paying such indemnification.  The Washington Business Corporation
Act (Sections 23B.08.500 through 23B.08.600 of the Revised Code of Washington)
authorizes a court to award, or a corporation's Board of Directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities arising under the
Securities Act of 1933, as amended.

         In addition, it is anticipated that the Company will maintain 
directors' and officers' liability insurance coverage.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit Number           Exhibit
       <S>     <C>
       4 .1    PENWEST, LTD. 1994 Stock Option Plan

       5 .1    Opinion of Bogle & Gates

       23.1    Consent of Ernst & Young LLP

       23.2    Consent of Bogle & Gates (See Exhibit 5.1)

       24.1    Power of Attorney (See page II-5 of this Registration Statement)
</TABLE>

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 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
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.

                 (2)      That for the purpose of determining any liability
under the Securities Act of 1933, 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.





                                      II-2
<PAGE>   4
         (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, (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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)     The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

         (d)     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 of
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-3
<PAGE>   5
                                   SIGNATURES

         The Registrant.  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 Bellevue, Washington, on this  24th
day of April, 1995.

                                       PENWEST, LTD.
        
                                            /s/ Jeffrey T. Cook
                                       By  ----------------------------
                                           Jeffrey T. Cook
                                           Vice President, Fianance and
                                           Chief Financial Officer
                                           (Principal Financial Officer)





                                      II-4
<PAGE>   6
                               POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints Tod
R. Hamachek and Jeffrey T. Cook, or either of them, his or her
attorney-in-fact, with the power of substitution, for them in any and all
capacities, to sign any amendments to this registration statement, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
                                              
<TABLE>
<CAPTION>
       Signature                                        Title                                                     Date
       ---------                                        -----                                                     ----    
<S>                                       <C>                                                                <C>     
/s/ Tod R. Hamachek
- -----------------------------
     Tod R. Hamachek                      President, Chief Executive Officer
                                          and Director (Principal Executive Officer)                         April 24, 1995
/s/ Jeffrey T. Cook
- -----------------------------
     Jeffrey T. Cook                      Chief Financial Officer
                                          (Principal Financial Officer)                                      April 24, 1995
/s/ Jennifer L. Good
- -----------------------------
     Jennifer L. Good                     Corporate Controller
                                          (Principal Accounting Officer)                                     April 24, 1995
/s/ Richard E. Engebrecht
- -----------------------------
     Richard E. Engebrecht                Director                                                           April 24, 1995

/s/ Paul H. Hatfield
- -----------------------------
     Paul H. Hatfield                     Director                                                           April 24, 1995

/s/ c. Calvert Knudsen
- ----------------------------- 
     C. Calvert Knudsen                   Director                                                           April 24, 1995

/s/ Harry L. Mullikin
- -----------------------------
     Harry L. Mullikin                    Director                                                           April 24, 1995

/s/ Sally G. Narodick
- -----------------------------
     Sally G. Narodick                    Director                                                           April 24, 1995

/s/ William G. Parzybok, Jr.
- -----------------------------
     William G. Parzybok, Jr.             Director                                                           April 24, 1995

/s/ N. Stewart Rogers
- -----------------------------
     N. Stewart Rogers                    Director                                                           April 24, 1995

/s/ William K. Street
- -----------------------------
     William K. Street                    Director                                                           April 24, 1995

/s/ James H. Wiborg
- -----------------------------
     James H. Wiborg                      Director                                                           April 24, 1995
</TABLE>



                                      II-5
<PAGE>   7

                                 Exhibit Index

<TABLE>
<CAPTION>
Exhibit Number            Exhibit                                                             Page
- --------------            -------                                                             ----
<S>                       <C>
4.1                       PENWEST, LTD. 1994 Stock Option Plan

5.1                       Opinion of Bogle & Gates

23.1                      Consent of Ernst & Young LLP

23.2                      Consent of Bogle & Gates (See Exhibit 5.1)

24.1                      Power of Attorney (See page II-5 of this Registration Statement)
</TABLE>





                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19633}]
{"company-data": {"conformed-name": "PENWEST LTD", "cik": "0000739608", "assigned-sic": "2040", "irs-number": "911221360", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58799", "film-number": "95531062"}, "business-address": {"street1": "777 108TH AVE NE STE 2390", "city": "BELLEVUE", "state": "WA", "zip": "98004-5193", "phone": "2064626000"}, "mail-address": {"street1": "PO BOX 1688", "city": "BELLEVUE", "state": "WA", "zip": "98009"}}
1
As filed with the Securities and Exchange Commission on April 25, 1995
                                                           Registration No. 33 -

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                 PENWEST, LTD.             
               (exact name of issuer as specified in its charter)
Washington                                                  91-1221360     
     (State or other jurisdiction                             (I.R.S. Employer
     of incorporation or organization)                       Identification No.)

     Security Pacific Plaza, Suite 2390
     777 - 108th Avenue N.E., Bellevue, Washington               98004-5193  
     (address of principal executive offices)                    (Zip code)

     Registrant's telephone number, including area code:       (206) 462-6000
PENWEST, LTD. 1994 Stock Option Plan      
                            (Full title of the Plan)

                                Jefferey T. Cook
                          Vice President, Finance and
                            Chief Financial Officer
                                 PENWEST, LTD.
                       Security Pacific Plaza, Suite 2390
                            777 - 108th Avenue N.E.
                        Bellevue, Washington 98004-5139    
                    (Name and address of agent for service)

                                  (206) 462-6000               
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                                Proposed                           
                                                       Proposed                 maximum                   Amount of   
 Title of securities         Amount to be          maximum offering        aggregate offering           registration
  to be registered            registered           price per share               price                      fee(1)
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock,               500,000 shares              $21.375                  $10,687,500                 $3,685.34
par value $1.00(1)
===========================================================================================================================
(1) The proposed maximum offering price per share and the registration fee were
calculated in accordance with Rule 457(c) and (h) based on the average of the
high and low prices for PENWEST, LTD.'s common shares on April 19, 1995, as
quoted by the Nasdaq National Market system, which was $21.375 per share.

                             Page 1 of ____ pages.
                      Exhibit Index begins at page _____.
2
PART II.            INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The documents listed in (a) through (c) below are incorporated by reference in
this registration statement.

         (a)     The Company's latest Annual Report on Form 10-K filed pursuant
                 to Section 13 of the Securities Exchange Act of 1934, as
                 amended (the "Exchange Act"), for the Company's fiscal year
                 ended August 31, 1994.

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Exchange Act since the filing of the Form 10-K, as
                 amended, by reference herein to (a) above.

         (c)     The description of the Company's securities contained in a
                 Registration Statement filed pursuant to Section 12 of the
                 Exchange Act.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

None

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Articles of Incorporation provide that the Company may
indemnify and hold harmless to the fullest extent permitted by the Washington
Business Corporation Act or other applicable law each person who was or is made
a party to or is threatened to be made a party to or is involved (including,
without limitation, as a witness) in any actual or threatened action, suit or
other proceeding, whether civil, criminal, derivative, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company or, being or having been such a
director, officer, employee or agent, he or she is or was serving at the
request of the Company as a director, officer, employee, agent, trustee, or in
any other capacity of another company or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action or omission in an
official capacity or in any other capacity while serving as a director,
officer, employee, agent, trustee or in any other capacity, against all
expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, Employee Retirement Income Security Act of 1974 excise taxes
or penalties and amounts to be paid in settlement) actually or reasonably
incurred or suffered by such person in connection therewith.  The Washington
Business Corporation Act includes a provision (Section 23B.08.320 of the
Revised Code of Washington) that permits a corporation to limit a director's
liability to the corporation or its shareholders for monetary damages for his
or her acts or omissions as a director, except in certain circumstances
involving intentional misconduct, self dealing or illegal corporate loans or
distributions, or any transaction from which the director personally benefits.
Such indemnification may continue as to a person who has ceased to be a
director, officer, employee or agent of the Company and shall inure to the
benefit of his or her heirs and personal representatives.

         The Company may pay the expenses of a director, officer, employee or
agent of the Company incurred in defending any such proceeding in advance of
the final disposition of any such proceeding; provided, however, that the
payment of such expenses in advance of the final disposition of a proceeding
shall be made to or on behalf of a director, officer, employee or agent only
upon delivery to the Company of an undertaking, by or on behalf of such
director, officer, employee or agent, to repay all amounts so advanced if it
shall ultimately be determined that such director, officer, employee or agent
is not entitled to be indemnified under the Company's Articles of Incorporation
or otherwise, which undertaking may be unsecured and may be accepted without
reference to financial ability to make repayment.

                                      II-1
3
         No indemnification shall be provided under the Company's Articles of
Incorporation to any such person if the Company is prohibited by the provisions
of the Washington Business Corporation Act or other applicable law as then in
effect from paying such indemnification.  The Washington Business Corporation
Act (Sections 23B.08.500 through 23B.08.600 of the Revised Code of Washington)
authorizes a court to award, or a corporation's Board of Directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities arising under the
Securities Act of 1933, as amended.

         In addition, it is anticipated that the Company will maintain 
directors' and officers' liability insurance coverage.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8.  EXHIBITS.
Exhibit Number           Exhibit
4 .1    PENWEST, LTD. 1994 Stock Option Plan

       5 .1    Opinion of Bogle & Gates

       23.1    Consent of Ernst & Young LLP

       23.2    Consent of Bogle & Gates (See Exhibit 5.1)

       24.1    Power of Attorney (See page II-5 of this Registration Statement)
ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned registrant hereby undertakes:

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

                          (i)     To include any prospectus required by Section
                                  10(a)(3) of the Securities Act of 1933;

                          (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
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.

                 (2)      That for the purpose of determining any liability
under the Securities Act of 1933, 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.

                                      II-2
4
         (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, (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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)     The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

         (d)     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 of
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-3
5
                                   SIGNATURES

         The Registrant.  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 Bellevue, Washington, on this  24th
day of April, 1995.

                                       PENWEST, LTD.
        
                                            /s/ Jeffrey T. Cook
                                       By  ----------------------------
                                           Jeffrey T. Cook
                                           Vice President, Fianance and
                                           Chief Financial Officer
                                           (Principal Financial Officer)

                                      II-4
6
                               POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints Tod
R. Hamachek and Jeffrey T. Cook, or either of them, his or her
attorney-in-fact, with the power of substitution, for them in any and all
capacities, to sign any amendments to this registration statement, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                        Title                                                     Date
       ---------                                        -----                                                     ----
/s/ Tod R. Hamachek
- -----------------------------
     Tod R. Hamachek                      President, Chief Executive Officer
                                          and Director (Principal Executive Officer)                         April 24, 1995
/s/ Jeffrey T. Cook
- -----------------------------
     Jeffrey T. Cook                      Chief Financial Officer
                                          (Principal Financial Officer)                                      April 24, 1995
/s/ Jennifer L. Good
- -----------------------------
     Jennifer L. Good                     Corporate Controller
                                          (Principal Accounting Officer)                                     April 24, 1995
/s/ Richard E. Engebrecht
- -----------------------------
     Richard E. Engebrecht                Director                                                           April 24, 1995

/s/ Paul H. Hatfield
- -----------------------------
     Paul H. Hatfield                     Director                                                           April 24, 1995

/s/ c. Calvert Knudsen
- ----------------------------- 
     C. Calvert Knudsen                   Director                                                           April 24, 1995

/s/ Harry L. Mullikin
- -----------------------------
     Harry L. Mullikin                    Director                                                           April 24, 1995

/s/ Sally G. Narodick
- -----------------------------
     Sally G. Narodick                    Director                                                           April 24, 1995

/s/ William G. Parzybok, Jr.
- -----------------------------
     William G. Parzybok, Jr.             Director                                                           April 24, 1995

/s/ N. Stewart Rogers
- -----------------------------
     N. Stewart Rogers                    Director                                                           April 24, 1995

/s/ William K. Street
- -----------------------------
     William K. Street                    Director                                                           April 24, 1995

/s/ James H. Wiborg
- -----------------------------
     James H. Wiborg                      Director                                                           April 24, 1995
II-5
7

                                 Exhibit Index
Exhibit Number            Exhibit                                                             Page
- --------------            -------                                                             ----
4.1                       PENWEST, LTD. 1994 Stock Option Plan

5.1                       Opinion of Bogle & Gates

23.1                      Consent of Ernst & Young LLP

23.2                      Consent of Bogle & Gates (See Exhibit 5.1)

24.1                      Power of Attorney (See page II-5 of this Registration Statement)
II-6