As filed with the Securities and Exchange Commission on December 13, 1999
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                   FEI COMPANY
             (Exact name of registrant as specified in its charter)

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

      OREGON                                          93-0621989
     (State or other jurisdiction                    (IRS Employer
      of incorporation or organization)               Identification No.)

      7451 NW Evergreen Parkway
      Hillsboro, Oregon                               97124-5830
     (Address of Principal                           (Zip Code)
      Executive Offices)

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

                                   FEI Company
                      1995 Stock Incentive Plan, as amended
                              (Full title of plan)


                                William P. Mooney
              Executive Vice President and Chief Financial Officer
                                   FEI Company
                            7451 NW Evergreen Parkway
                          Hillsboro, Oregon 97124-5830
                     (Name and address of agent for service)
   Telephone number, including area code, of agent for service: (503) 640-7500

                                    Copy to:

                                 Carolyn M. Vogt
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Title of Securities     Amount to be    Proposed Maximum Offering     Proposed Maximum Aggregate        Amount of
to Be Registered         Registered         Price Per Share(1)            Offering Price (1)         Registration Fee
-------------------    --------------   -------------------------     --------------------------     ----------------
<S>                    <C>                      <C>                           <C>                       <C>
Common Stock           700,000 Shares           $9.00                         $6,300,000                $1,663.20
---------------------------------------------------------------------------------------------------------------------

(1)  The proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated
     solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of
     1933. The calculation of the registration fee for the 700,000 shares is based on $9.00, which was the average of
     the high and low prices of the Common Stock on December 6, 1999 as reported in The Wall Street Journal for Nasdaq
     National Market issues.
</TABLE>

<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents filed by FEI Company (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 consolidated 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 VI of the Company's Second Amended and Restated Articles of
Incorporation, as amended (the "Articles"), requires indemnification of current
or former directors or officers of the Company to the fullest extent not
prohibited by the Oregon 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 acted in good faith and in a manner the
     person reasonably believed to be in or not opposed to the best interests of
     the Company, was not adjudged liable on the basis of receipt of an improper
     personal benefit and, 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 or 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) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to indemnification as
     a matter of right.

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

          (e) 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 otherwise.

                                      II-2
<PAGE>
     In addition, the Company's Restated Bylaws provide that the expenses
incurred by a current or former director or officer in any proceeding shall be
paid by the Company in advance at the written request of the director or
officer, if the direct or officer:

          (a) furnishes the Company a written affirmation of such person's good
     faith belief that such person is entitled to be indemnified by the Company;

          (b) furnishes the Company a written undertaking to repay such advance
     to the extent that it is ultimately determined by a court that such person
     is not entitled to be indemnified by the Company. Such advances shall be
     made without regard to the person's ability to repay such expenses and
     without regard to the person's ultimate entitlement to indemnification
     under the Restated Bylaws or otherwise; and

          (c) the term "expenses" shall be broadly construed and shall include,
     without limitation, expense of investigations, judicial or administrative
     proceedings or appeals, attorneys' fees and disbursements and any expenses
     of establishing a right to indemnification under the Restated Bylaws, but
     shall not include amounts paid in settlement by the indemnified party or
     the amount of judgment or fines against the indemnified party.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

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

     Not Applicable.

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

     4.1   Second Amended and Restated Articles of Incorporation, as amended, of
           the Company (incorporated by reference to Exhibit 3.1 to the
           Company's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1996, File No. 0-22780 (the "1996 10-K")).

     4.2   Restated Bylaws of the Company (incorporated by reference to Exhibit
           3.2 to the 1996 10-K).

     5.1   Opinion of Stoel Rives LLP.

     23.1  Consent of Deloitte & Touche LLP.

                                      II-3
<PAGE>
     23.2  Consent of KPMG Accountants N.V.

     23.3  Consent of Stoel Rives LLP (included in Exhibit 5.1).

     24.1  Powers of Attorney (see page II-6 of the 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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               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, Form S-8 or Form F-3, 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 the 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

                                      II-4
<PAGE>
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

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

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining 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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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-5
<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 Hillsboro, State of Oregon, on December 9, 1999.

                                       FEI COMPANY


                                       By VAHE' A. SARKISSIAN
                                          --------------------------------------
                                          Vahe' A. Sarkissian,
                                          President

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Vahe' A. Sarkissian and William P. Mooney,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to this Registration Statement on
Form S-8, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
with this Registration Statement, 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 shall, or his 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 by the following persons in the
capacities indicated on December 9, 1999.

           Signature                                   Title
           ---------                                   -----


LYNWOOD W. SWANSON
----------------------------------     Chairman of the Board
Lynwood W. Swanson


VAHE' A. SARKISSIAN
----------------------------------     President and Chief Executive Officer
Vahe' A. Sarkissian                     (Principal Executive Officer)


NICHOLAS P. ECONOMOU
----------------------------------     Chief Operating Officer and Director
Nicholas P. Economou

                                      II-6
<PAGE>
WILLIAM P. MOONEY
----------------------------------     Executive Vice President and Chief
William P. Mooney                      Financial Officer
                                      (Principal Financial Officer)

MARK V. ALLRED
----------------------------------     Controller and Assistant Treasurer
Mark V. Allred                         (Principal Accounting Officer)


KAREL D. VAN DER MAST
----------------------------------     Executive Vice President, Marketing,
Karel D. van der Mast                  Chief Technical Officer and Director


MICHAEL J. ATTARDO
----------------------------------     Director
Michael J. Attardo


ALFRED B. BOK
----------------------------------     Director
Alfred B. Bok


WILLIAM E. CURRAN
----------------------------------     Director
William E. Curran


WILLIAM W. LATTIN
----------------------------------     Director
William W. Lattin



----------------------------------     Director
Jan C. Lobbezoo


DONALD R. VANLUVANEE
----------------------------------     Director
Donald R. VanLuvanee

                                      II-7
<PAGE>
                                  EXHIBIT INDEX


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

  4.1       Second Amended and Restated Articles of Incorporation, as amended,
            of the Company (incorporated by reference to Exhibit 3.1 to the
            Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1996, File No. 0-22780 (the "1996 10-K")).

  4.2       Restated Bylaws of the Company (incorporated by reference to Exhibit
            3.2 to the 1996 10-K).

  5.1       Opinion of Stoel Rives LLP.

  23.1      Consent of Deloitte & Touche LLP.

  23.2      Consent of KPMG Accountants N.V.

  23.3      Consent of Stoel Rives LLP (included in Exhibit 5.1).

  24.1      Powers of Attorney (see page II-6 of the Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20206}]
{"company-data": {"conformed-name": "FEI CO", "cik": "0000914329", "assigned-sic": "3559", "irs-number": "930621989", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92629", "film-number": "99773524"}, "business-address": {"street1": "7451 NE EVERGREEN PWY", "city": "HILLSBORO", "state": "OR", "zip": "97124-5830", "phone": "5036901500"}, "mail-address": {"street1": "7451 NE EVERGREEN PARKWAY", "city": "HILLSBORO", "state": "OR", "zip": "97124"}}
As filed with the Securities and Exchange Commission on December 13, 1999
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                   FEI COMPANY
             (Exact name of registrant as specified in its charter)

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

      OREGON                                          93-0621989
     (State or other jurisdiction                    (IRS Employer
      of incorporation or organization)               Identification No.)

      7451 NW Evergreen Parkway
      Hillsboro, Oregon                               97124-5830
     (Address of Principal                           (Zip Code)
      Executive Offices)

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

                                   FEI Company
                      1995 Stock Incentive Plan, as amended
                              (Full title of plan)

                                William P. Mooney
              Executive Vice President and Chief Financial Officer
                                   FEI Company
                            7451 NW Evergreen Parkway
                          Hillsboro, Oregon 97124-5830
                     (Name and address of agent for service)
   Telephone number, including area code, of agent for service: (503) 640-7500

                                    Copy to:

                                 Carolyn M. Vogt
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Title of Securities     Amount to be    Proposed Maximum Offering     Proposed Maximum Aggregate        Amount of
to Be Registered         Registered         Price Per Share(1)            Offering Price (1)         Registration Fee
-------------------    --------------   -------------------------     --------------------------     ----------------
Common Stock           700,000 Shares           $9.00                         $6,300,000                $1,663.20
---------------------------------------------------------------------------------------------------------------------

(1)  The proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated
     solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of
     1933. The calculation of the registration fee for the 700,000 shares is based on $9.00, which was the average of
     the high and low prices of the Common Stock on December 6, 1999 as reported in The Wall Street Journal for Nasdaq
     National Market issues.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents filed by FEI Company (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 consolidated 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 VI of the Company's Second Amended and Restated Articles of
Incorporation, as amended (the "Articles"), requires indemnification of current
or former directors or officers of the Company to the fullest extent not
prohibited by the Oregon 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 acted in good faith and in a manner the
     person reasonably believed to be in or not opposed to the best interests of
     the Company, was not adjudged liable on the basis of receipt of an improper
     personal benefit and, 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 or 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) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to indemnification as
     a matter of right.

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

          (e) 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 otherwise.

                                      II-2
In addition, the Company's Restated Bylaws provide that the expenses
incurred by a current or former director or officer in any proceeding shall be
paid by the Company in advance at the written request of the director or
officer, if the direct or officer:

          (a) furnishes the Company a written affirmation of such person's good
     faith belief that such person is entitled to be indemnified by the Company;

          (b) furnishes the Company a written undertaking to repay such advance
     to the extent that it is ultimately determined by a court that such person
     is not entitled to be indemnified by the Company. Such advances shall be
     made without regard to the person's ability to repay such expenses and
     without regard to the person's ultimate entitlement to indemnification
     under the Restated Bylaws or otherwise; and

          (c) the term "expenses" shall be broadly construed and shall include,
     without limitation, expense of investigations, judicial or administrative
     proceedings or appeals, attorneys' fees and disbursements and any expenses
     of establishing a right to indemnification under the Restated Bylaws, but
     shall not include amounts paid in settlement by the indemnified party or
     the amount of judgment or fines against the indemnified party.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

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

     Not Applicable.

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

     4.1   Second Amended and Restated Articles of Incorporation, as amended, of
           the Company (incorporated by reference to Exhibit 3.1 to the
           Company's Annual Report on Form 10-K for the fiscal year ended
           December 31, 1996, File No. 0-22780 (the "1996 10-K")).

     4.2   Restated Bylaws of the Company (incorporated by reference to Exhibit
           3.2 to the 1996 10-K).

     5.1   Opinion of Stoel Rives LLP.

     23.1  Consent of Deloitte & Touche LLP.

                                      II-3
23.2  Consent of KPMG Accountants N.V.

     23.3  Consent of Stoel Rives LLP (included in Exhibit 5.1).

     24.1  Powers of Attorney (see page II-6 of the 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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               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, Form S-8 or Form F-3, 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 the 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

                                      II-4
registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

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

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining 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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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-5
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 Hillsboro, State of Oregon, on December 9, 1999.

                                       FEI COMPANY

                                       By VAHE' A. SARKISSIAN
                                          --------------------------------------
                                          Vahe' A. Sarkissian,
                                          President

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Vahe' A. Sarkissian and William P. Mooney,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to this Registration Statement on
Form S-8, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
with this Registration Statement, 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 shall, or his 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 by the following persons in the
capacities indicated on December 9, 1999.

           Signature                                   Title
           ---------                                   -----

LYNWOOD W. SWANSON
----------------------------------     Chairman of the Board
Lynwood W. Swanson

VAHE' A. SARKISSIAN
----------------------------------     President and Chief Executive Officer
Vahe' A. Sarkissian                     (Principal Executive Officer)

NICHOLAS P. ECONOMOU
----------------------------------     Chief Operating Officer and Director
Nicholas P. Economou

                                      II-6
WILLIAM P. MOONEY
----------------------------------     Executive Vice President and Chief
William P. Mooney                      Financial Officer
                                      (Principal Financial Officer)

MARK V. ALLRED
----------------------------------     Controller and Assistant Treasurer
Mark V. Allred                         (Principal Accounting Officer)

KAREL D. VAN DER MAST
----------------------------------     Executive Vice President, Marketing,
Karel D. van der Mast                  Chief Technical Officer and Director

MICHAEL J. ATTARDO
----------------------------------     Director
Michael J. Attardo

ALFRED B. BOK
----------------------------------     Director
Alfred B. Bok

WILLIAM E. CURRAN
----------------------------------     Director
William E. Curran

WILLIAM W. LATTIN
----------------------------------     Director
William W. Lattin

----------------------------------     Director
Jan C. Lobbezoo

DONALD R. VANLUVANEE
----------------------------------     Director
Donald R. VanLuvanee

                                      II-7
EXHIBIT INDEX

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

  4.1       Second Amended and Restated Articles of Incorporation, as amended,
            of the Company (incorporated by reference to Exhibit 3.1 to the
            Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1996, File No. 0-22780 (the "1996 10-K")).

  4.2       Restated Bylaws of the Company (incorporated by reference to Exhibit
            3.2 to the 1996 10-K).

  5.1       Opinion of Stoel Rives LLP.

  23.1      Consent of Deloitte & Touche LLP.

  23.2      Consent of KPMG Accountants N.V.

  23.3      Consent of Stoel Rives LLP (included in Exhibit 5.1).

  24.1      Powers of Attorney (see page II-6 of the Registration Statement).