As filed with the Securities and Exchange Commission on June 23, 1999

                                                           REGISTRATION NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



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

             Delaware                                  04-3214691
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
         incorporation)

   Avenue Olivier Perroy, Zone Industrielle de Rousset, 13790 Rousset, France
              (Address of registrant's principal executive offices)


                   1993 AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full Title of the Plan)


              DIETER MEZGER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  PixTech, Inc.
                              Avenue Olivier Perroy
                             13790 ROUSSET - FRANCE
                              011-33-4-42-29-10-00
            (Name, address and telephone number of agent for service)

                                 with copies to:

                           MARC A. RUBENSTEIN, ESQUIRE
                               Palmer & Dodge LLP
                                One Beacon Street
                           Boston, Massachusetts 02108
                                 (617) 573-0100


<TABLE>
<CAPTION>
                                     CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Title of each class of securities      Amount to be       Proposed maximum      Proposed maximum        Amount of
         to be registered               registered       offering price per    aggregate offering   registration fee
                                                              share(1)              price(1)
--------------------------------------------------------------------------------------------------------------------

<S>                                      <C>                    <C>               <C>                  <C>
Common Stock, $0.01 par value            2,500,000              $ 1.5             $ 3,750,000          $ 1,042.50
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated  solely for the purpose of determining the  registration  fee and
     computed pursuant to Rule 457(h) based upon the average of the high and low
     sale  prices on June 21, 1999 as  reported  by the Nasdaq  National  Market
     System.


                                       1
<PAGE>


          STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE
                             REGISTRATION STATEMENT

     Pursuant to  Instruction  E to Form S-8, the  contents of the  Registrant's
Registration  Statement  on Form S-8  filed  with the  Securities  and  Exchange
Commission (the  "Commission") on October 20, 1995 (File No. 33-98384)  relating
to the registration of 1,772,114  shares of the Registrant's  Common Stock $0.01
par value per share  (the  "Common  Stock")  and the  Registrant's  Registration
Statement  on Form S-8  filed  with the  Commission  on May 14,  1998  (File No.
333-52651)  relating to the  registration of 800,000 shares of the  Registrant's
Common Stock  authorized  for issuance under the  Registrant's  1993 Amended and
Restated Stock Option Plan (the "Plan") are  incorporated  by reference in their
entirety in this  Registration  Statement,  except as to items set forth  below.
This  Registration  Statement  provides for the  registration  of an  additional
2,500,000 shares of the Registrant's Common Stock to be issued under the Plan.


                                       2
<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

     (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (file No.  000-26380)  filed with the  Commission on March 11,
1999.

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the period ending
March 31, 1999 (file No. 000-26380) filed with the Commission on May 15, 1999.

     (c) The  Registrant's  Current Report on Form 8-K filed with the Commission
on January 7, 1999.

     (d) The  Registrant's  Current Report on Form 8-K filed with the Commission
on March 24, 1999.

     (e) The  Registrant's  Current Report on Form 8-K filed with the Commission
on May 27, 1999.

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

     (g) The  description  of the  Registrant's  Common  Stock  contained in its
Registration  Statement  on Form 8-A (File No.  0-26380)  filed on July 7, 1995,
including  any  amendment or report filed  hereafter for the purpose of updating
such description.

     All documents  filed after the date of this  Registration  Statement by the
Registrant  pursuant to Section 13(a),  13(d),  14 and 15(d) of the Exchange Act
and prior to the filing of a  post-effective  amendment  that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock  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 8. Exhibits.

Exhibit Number                       Description
--------------                       -----------

        5.1     Opinion  of  Palmer  &  Dodge  LLP  as to  the  legality  of the
                securities registered hereunder. Filed herewith.

        23.1    Consent  of  Ernst  & Young  LLP,  independent  auditors.  Filed
                herewith

        23.2    Consent of Palmer & Dodge LLP  (contained in Opinion of Palmer &
                Dodge LLP, filed as Exhibit 5.1).

        24.1    Power  of  Attorney  (set  forth on the  signature  page to this
                Registration Statement).

        24.2    Certified resolution of the Board of Directors authorizing Power
                of Attorney. Filed herewith.



                                       3
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Santa  Clara,  California,  on this 15 day of June,
1999.

                                       PIXTECH, INC.

                                       By: /s/ Dieter Mezger
                                           -------------------------------------
                                           Dieter Mezger
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     We, the  undersigned  officers  and  directors  of  PixTech,  Inc.,  hereby
severally constitute and appoint Dieter Mezger, Jean-Luc Grand-Clement,  Francis
Courreges,  Yves Morel, Michael Lytton and Marc A. Rubenstein,  and each of them
singly,  our true and lawful  attorneys-in-fact,  with full power to them in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement on Form S-8 including any post-effective  amendments  thereto,  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 each of said attorneys-in-fact 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 below by the  following  persons in the
capacities and on the dates indicated:

     Signature                        Title                            Date
     ---------                        -----                            ----

/s/ Dieter Mezger                President, Chief Executive        June 15, 1999
--------------------------       Officer and Director
Dieter Mezger                    (Principal Executive Officer)



/s/ Yves Morel                   Chief Financial Officer           June 15, 1999
--------------------------       (Principal Financial Officer)
Yves Morel


/s/ Cathie Tomao                 Controller                        June 15, 1999
--------------------------       (Principal Accounting Officer)
Cathie Tomao


/s/ Jean-Luc Grand-Clement       Chairman of the Board             June 15, 1999
--------------------------
Jean-Luc Grand-Clement


                                       4
<PAGE>



      Signature                   Title                               Date
      ---------                   -----                               ----


/s/ William C. Schmidt           Director                          June 15, 1999
--------------------------
William C. Schmidt


/s/ John A. Hawkins              Director                          June 15, 1999
--------------------------
John A. Hawkins



                                       5
<PAGE>



                                  EXHIBIT INDEX
                                  -------------


Exhibit Number            Description
--------------            -----------

        5.1     Opinion  of  Palmer  &  Dodge  LLP  as to  the  legality  of the
                securities registered hereunder.

        23.1    Consent of Ernst & Young LLP, independent auditors.

        23.2    Consent of Palmer & Dodge LLP  (contained in Opinion of Palmer &
                Dodge LLP, filed as Exhibit 5.1).

        24.1    Power  of  Attorney  (set  forth on the  signature  page to this
                Registration Statement).

        24.2    Certified resolution of the Board of Directors authorizing Power
                of Attorney.


                                       6
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{"company-data": {"conformed-name": "PIXTECH INC /DE/", "cik": "0000946144", "assigned-sic": "3575", "irs-number": "043214691", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81357", "film-number": "99650757"}, "business-address": {"street1": "AVENUE OLIVIER PERROY 13790", "city": "ROUSSET FRANCE", "state": "I0"}}
As filed with the Securities and Exchange Commission on June 23, 1999

                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

             Delaware                                  04-3214691
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
         incorporation)

   Avenue Olivier Perroy, Zone Industrielle de Rousset, 13790 Rousset, France
              (Address of registrant's principal executive offices)

                   1993 AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full Title of the Plan)

              DIETER MEZGER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  PixTech, Inc.
                              Avenue Olivier Perroy
                             13790 ROUSSET - FRANCE
                              011-33-4-42-29-10-00
            (Name, address and telephone number of agent for service)

                                 with copies to:

                           MARC A. RUBENSTEIN, ESQUIRE
                               Palmer & Dodge LLP
                                One Beacon Street
                           Boston, Massachusetts 02108
                                 (617) 573-0100
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Title of each class of securities      Amount to be       Proposed maximum      Proposed maximum        Amount of
         to be registered               registered       offering price per    aggregate offering   registration fee
                                                              share(1)              price(1)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value            2,500,000              $ 1.5             $ 3,750,000          $ 1,042.50
--------------------------------------------------------------------------------------------------------------------
(1)  Estimated  solely for the purpose of determining the  registration  fee and
     computed pursuant to Rule 457(h) based upon the average of the high and low
     sale  prices on June 21, 1999 as  reported  by the Nasdaq  National  Market
     System.

                                       1
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE
                             REGISTRATION STATEMENT

     Pursuant to  Instruction  E to Form S-8, the  contents of the  Registrant's
Registration  Statement  on Form S-8  filed  with the  Securities  and  Exchange
Commission (the  "Commission") on October 20, 1995 (File No. 33-98384)  relating
to the registration of 1,772,114  shares of the Registrant's  Common Stock $0.01
par value per share  (the  "Common  Stock")  and the  Registrant's  Registration
Statement  on Form S-8  filed  with the  Commission  on May 14,  1998  (File No.
333-52651)  relating to the  registration of 800,000 shares of the  Registrant's
Common Stock  authorized  for issuance under the  Registrant's  1993 Amended and
Restated Stock Option Plan (the "Plan") are  incorporated  by reference in their
entirety in this  Registration  Statement,  except as to items set forth  below.
This  Registration  Statement  provides for the  registration  of an  additional
2,500,000 shares of the Registrant's Common Stock to be issued under the Plan.

                                       2
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

     (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (file No.  000-26380)  filed with the  Commission on March 11,
1999.

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the period ending
March 31, 1999 (file No. 000-26380) filed with the Commission on May 15, 1999.

     (c) The  Registrant's  Current Report on Form 8-K filed with the Commission
on January 7, 1999.

     (d) The  Registrant's  Current Report on Form 8-K filed with the Commission
on March 24, 1999.

     (e) The  Registrant's  Current Report on Form 8-K filed with the Commission
on May 27, 1999.

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

     (g) The  description  of the  Registrant's  Common  Stock  contained in its
Registration  Statement  on Form 8-A (File No.  0-26380)  filed on July 7, 1995,
including  any  amendment or report filed  hereafter for the purpose of updating
such description.

     All documents  filed after the date of this  Registration  Statement by the
Registrant  pursuant to Section 13(a),  13(d),  14 and 15(d) of the Exchange Act
and prior to the filing of a  post-effective  amendment  that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock  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 8. Exhibits.

Exhibit Number                       Description
--------------                       -----------

        5.1     Opinion  of  Palmer  &  Dodge  LLP  as to  the  legality  of the
                securities registered hereunder. Filed herewith.

        23.1    Consent  of  Ernst  & Young  LLP,  independent  auditors.  Filed
                herewith

        23.2    Consent of Palmer & Dodge LLP  (contained in Opinion of Palmer &
                Dodge LLP, filed as Exhibit 5.1).

        24.1    Power  of  Attorney  (set  forth on the  signature  page to this
                Registration Statement).

        24.2    Certified resolution of the Board of Directors authorizing Power
                of Attorney. Filed herewith.

                                       3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Santa  Clara,  California,  on this 15 day of June,
1999.

                                       PIXTECH, INC.

                                       By: /s/ Dieter Mezger
                                           -------------------------------------
                                           Dieter Mezger
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     We, the  undersigned  officers  and  directors  of  PixTech,  Inc.,  hereby
severally constitute and appoint Dieter Mezger, Jean-Luc Grand-Clement,  Francis
Courreges,  Yves Morel, Michael Lytton and Marc A. Rubenstein,  and each of them
singly,  our true and lawful  attorneys-in-fact,  with full power to them in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement on Form S-8 including any post-effective  amendments  thereto,  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 each of said attorneys-in-fact 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 below by the  following  persons in the
capacities and on the dates indicated:

     Signature                        Title                            Date
     ---------                        -----                            ----

/s/ Dieter Mezger                President, Chief Executive        June 15, 1999
--------------------------       Officer and Director
Dieter Mezger                    (Principal Executive Officer)

/s/ Yves Morel                   Chief Financial Officer           June 15, 1999
--------------------------       (Principal Financial Officer)
Yves Morel

/s/ Cathie Tomao                 Controller                        June 15, 1999
--------------------------       (Principal Accounting Officer)
Cathie Tomao

/s/ Jean-Luc Grand-Clement       Chairman of the Board             June 15, 1999
--------------------------
Jean-Luc Grand-Clement

                                       4
Signature                   Title                               Date
      ---------                   -----                               ----

/s/ William C. Schmidt           Director                          June 15, 1999
--------------------------
William C. Schmidt

/s/ John A. Hawkins              Director                          June 15, 1999
--------------------------
John A. Hawkins

                                       5
EXHIBIT INDEX
                                  -------------

Exhibit Number            Description
--------------            -----------

        5.1     Opinion  of  Palmer  &  Dodge  LLP  as to  the  legality  of the
                securities registered hereunder.

        23.1    Consent of Ernst & Young LLP, independent auditors.

        23.2    Consent of Palmer & Dodge LLP  (contained in Opinion of Palmer &
                Dodge LLP, filed as Exhibit 5.1).

        24.1    Power  of  Attorney  (set  forth on the  signature  page to this
                Registration Statement).

        24.2    Certified resolution of the Board of Directors authorizing Power
                of Attorney.

                                       6