<PAGE>   1

    As filed with the Securities and Exchange Commission on June 15, 1995
                                            Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           RAINBOW TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Charter)

   DELAWARE                                               95-3745398
   (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organ-                             Identification Number)
   ization)


                       ASSUMED OPTIONS OF MYKOTRONX, INC.
                             (Full title of plans)

                             50 TECHNOLOGY DRIVE
                          IRVINE, CALIFORNIA  92718
                                 (714) 450-7300
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)

                                WALTER W. STRAUB
                         C/O RAINBOW TECHNOLOGIES, INC.
                             50 TECHNOLOGY DRIVE
                           IRVINE, CALIFORNIA  92718
                                 (714) 450-7300

(Name, address, including zip code, and telephone number, including area code of
agent for service)

                                   COPIES TO:
                            STANLEY MOSKOWITZ, ESQ.
                         MOSKOWITZ ALTMAN & HUGHES LLP
                              52 VANDERBILT AVENUE
                           NEW YORK, NEW YORK  10017
                                 (212) 953-1121

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
       As soon as practicable after the date this Registration Statement
       becomes effective.
                            _______________________

If the only securities being registered on this form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /

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





<PAGE>   2

<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE (1)
==========================================================================
                                      Proposed        Proposed    Amount
     Title of Each                    Maximum         Maximum     of
     Class of          Amount         Offering        Aggregate   Regi-
     Securities to     to be          Price Per       Offering    stration
     be Registered     Registered(2)  unit(3)         Price       Fee
- --------------------------------------------------------------------------
     <S>               <C>            <C>             <C>         <C>
     Common Stock,
     $.001             195,096        $2.77           $540,416    $186
==========================================================================
</TABLE>

(1)    Pursuant to General Instruction E to Form S-8, a registration fee is
       being paid herewith only with respect to the securities being registered
       hereunder.

(2)    This registration statement also includes an indeterminate number of
       shares as may become issuable by reason of the anti- dilution provisions
       of the options under the Mykotronx, Inc. 1988 Restated Incentive Stock
       Option Plan.

(3)    Estimated, pursuant to Rule 457(c) and (h), solely for the purpose of
       calculating the registration fee based upon the exercise price of
       options outstanding under the Mykotronx, Inc. 1988 Restated Incentive
       Stock Option Plan assumed by the Registrant on May 31, 1995 and
       converted into options to purchase Registrant's Common Stock pursuant to
       an Agreement and Plan of Reorganization dated as of January 26, 1995.





                                       2
<PAGE>   3

Mykotronx, Inc. 1988 Incentive Stock Option Plan

       Pursuant to an Agreement and Plan of Reorganization dated as of January
26, 1995 between the Company and Mykotronx, Inc.("MI"), the Company agreed to
assume stock options ("MI Options") issued under MI's 1988 Incentive Stock
Option Plan (the "Plan") according to the following terms: Each MI Option was
automatically converted into an option to purchase a number of shares of
Rainbow Common Stock determined by multiplying the number of shares subject to
the MI Option by 2.64 (the "Exchange Ratio") rounded down to the nearest whole
number of shares at an exercise price per share of Rainbow Common Stock equal
to the exercise price of such MI Option at the Effective Date of the Merger
divided by the Exchange Ratio rounded up to the nearest cent.  To avoid
fractional shares the number of shares of Rainbow Common Stock subject to an
assumed MI Option was rounded down to the nearest whole share with no cash
being payable for such fractional shares.  Other terms of each MI Option,
including status as an "incentive stock option" for federal income tax purposes
and vesting schedule, remain unchanged.

       As of the effective date of the merger, May 31, 1995, approximately
73,900 shares of MI Common Stock were subject to outstanding MI Options.  Such
options were converted into options to purchase an aggregate of approximately
195,096 shares of Rainbow Common Stock.

       The Plan was intended to further the growth and financial success of MI
by providing incentives to selected key employees of MI ("Optionees"),
including officers and directors, so that such employees could acquire or
increase their proprietary interest in MI.  MI Options were intended to meet
the requirements for an Incentive Stock Option as defined in Section 422 of the
Internal Revenue Code (the "Code") and any regulations promulgated under said
Section.

       Options granted under the Plan were evidenced by agreements between MI
and the respective Optionees.  All such agreements were subject to and limited
by certain terms and conditions.  Each Option stated the number of shares to
which it pertained.  Each Option stated the Option Price which was not less
than the fair market value of the shares of common stock to which it pertained
at the time of grant.

       The Option price is payable at the time of exercise of the option (i) in
cash or by check, (ii) by delivery of other common stock of Rainbow, (iii) by
the Optionee's promissory note in a form satisfactory to Rainbow bearing
interest at a rate not less than 6% per annum, or (iv) such other form of legal
consideration as may be acceptable to the administrators of the Plan.  No
Option shall be exercisable prior to one (1) year from the date the optionee
commenced employment with MI.  During the lifetime of an Optionee, the MI
Option is exercisable only by the Optionee and is not assignable or
transferable by the Optionee, and no other person can acquire any rights
therein.  In no event shall any MI Option be exercisable after the expiration
of ten (10) years from the date it is granted.





                                       3
<PAGE>   4

FEDERAL TAX CONSIDERATIONS

       No taxable income to an Optionee will be realized, and the Company will
not be entitled to any related deduction, at the time any MI Option is granted
under the Plan.  If certain statutory employment and holding period conditions
are satisfied before the Optionee disposes of shares acquired pursuant to the
exercise of such an Option, then no taxable income will result upon the
exercise of such Option and the Company will not be entitled to any deduction
in connection with such exercise.  Upon disposition of the shares after
expiration of the statutory holding periods, any gain or loss realized by an
Optionee will be a capital gain or loss.  The Company will not be entitled to a
deduction with respect to a disposition of the shares by an Optionee after the
expiration of the statutory holding periods.  Except in the event of death, if
shares acquired by an Optionee upon the exercise of an incentive stock option
are disposed of by such optionee before the expiration of the statutory holding
periods (a "disqualifying disposition"), such Optionee will be considered to
have realized, as compensation in the year of disposition, an amount, not
exceeding the gain realized on such disposition, equal to the difference
between the exercise price and the fair market value of the shares on the date
of exercise of the MI Option. The Company will be entitled to a deduction, at
the same time and in the same amount as the Optionee is deemed to have realized
such ordinary income. Generally, any gain realized on the disposition in excess
of the amount treated as compensation or any loss realized on the disposition
will constitute capital gain or loss, respectively.

         Participants in the Plan may contact Ann Jones, Rainbow Technologies,
Inc., 50 Technology Drive, Irvine, CA 92718 for additional information about the
Plan.





                                       4
<PAGE>   5

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, filed pursuant to Section 13(a) of the Exchange Act is
incorporated herein by reference.

         The Company's Annual Report on Form 10-Q for the fiscal quarter ended
March 31, 1995, filed pursuant to Section 13(a) of the Exchange Act is
incorporated herein by reference.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all such securities offered hereby have been
sold or which deregisters all securities then remaining to be sold shall be
deemed to be incorporated by reference into this Registration Statement 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

         The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by MOSKOWITZ ALTMAN & HUGHES LLP, New York, New
York.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law authorizes
corporations organized thereunder, such as the Company, to indemnify directors
and officers against liabilities which they may incur in their capacities as
such, including judgments, fines, expenses and amounts paid in settlement of
litigation.  Said section provides that the indemnification authorized thereby
is not exclusive of any other rights to which a director or officer may be
entitled under any by-law, agreement, vote of shareholders or otherwise.  The
Company's by-laws provide for indemnification of the Company's directors and
officers to the fullest extent permitted by law against any liabilities they
may incur in their capacities as such.

         The Company also maintains a directors' and officers' liability
insurance policy insuring directors and officers of the Company for up to
$1,000,000 in the aggregate for covered losses as defined in the policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED- NOT APPLICABLE.





                                       5
<PAGE>   6

ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.           Description                                                           Page No.
- -----------           -----------                                                           --------
    <S>         <C>                                                                         <C>
     5.(a)      Opinion and Consent of Moskowitz Altman & Hughes LLP (attached hereto)

    23.(a)      Consent of Ernst & Young LLP (attached hereto)

</TABLE>



ITEM 9. UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (a)     (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement including
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.

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

         (b)     That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
        
         (c)     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 are 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.





                                       6
<PAGE>   7

         (d)     Insofar as indemnification for liabilities arising under the
Act 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.





                                       7
<PAGE>   8

                                   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 From 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 Irvine, State of California, on the 9th day of
June, 1995.

                                            RAINBOW TECHNOLOGIES, INC.
                                            REGISTRANT


                                            By:/s/ Walter W. Straub
                                               ---------------------------------
                                            Walter W. Straub, President,
                                            Chief Executive Officer and Chairman
                                            of the Board





                                       8

<PAGE>   9

                               POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Walter W.  Straub and Patrick E. Fevery
and each of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments of and
supplements to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange ComMission, granting unto such attorneys-in-fact and
agents and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, to all intents and purposes and as fully as they might or could do in
person, hereby ratifying and confirming all that such attorneys-in- fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.



/s/ Walter W. Straub
- -------------------------
Walter W. Straub,                          June 9, 1995
President, Chief Executive
Officer and Chairman of the
Board of Directors


/s/ Peter M. Craig
- --------------------------
Peter M. Craig, Executive                  June 9, 1995
Vice President, Secretary
and Director


/s/ Patrick E. Fevery
- --------------------------
Patrick E. Fevery,                         June 9, 1995
Vice President and Chief
Financial Officer


/s/ Alan K. Jennings
- --------------------------
Alan K. Jennings, Director                 June 9, 1995


/s/ Richard P. Abraham
- ---------------------------
Richard P. Abraham, Director               June 9, 1995


/s/ Marvin Hoffman
- ---------------------------
Marvin Hoffman, Director                   June 9, 1995





                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 ASSUMED OPTIONS OF MYKOTRONX", "secsgml_size_bytes": 18748}]
{"company-data": {"conformed-name": "RAINBOW TECHNOLOGIES INC", "cik": "0000819706", "assigned-sic": "3577", "irs-number": "953745398", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60267", "film-number": "95547380"}, "business-address": {"street1": "9292 JERONIMO RD", "city": "IRVINE", "state": "CA", "zip": "92718", "phone": "7144542100"}, "mail-address": {"street1": "9292 JERONIMO RD", "city": "IRVINE", "state": "CA", "zip": "92718"}}
1

    As filed with the Securities and Exchange Commission on June 15, 1995
                                            Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           RAINBOW TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Charter)

   DELAWARE                                               95-3745398
   (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organ-                             Identification Number)
   ization)

                       ASSUMED OPTIONS OF MYKOTRONX, INC.
                             (Full title of plans)

                             50 TECHNOLOGY DRIVE
                          IRVINE, CALIFORNIA  92718
                                 (714) 450-7300
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)

                                WALTER W. STRAUB
                         C/O RAINBOW TECHNOLOGIES, INC.
                             50 TECHNOLOGY DRIVE
                           IRVINE, CALIFORNIA  92718
                                 (714) 450-7300

(Name, address, including zip code, and telephone number, including area code of
agent for service)

                                   COPIES TO:
                            STANLEY MOSKOWITZ, ESQ.
                         MOSKOWITZ ALTMAN & HUGHES LLP
                              52 VANDERBILT AVENUE
                           NEW YORK, NEW YORK  10017
                                 (212) 953-1121

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
       As soon as practicable after the date this Registration Statement
       becomes effective.
                            _______________________

If the only securities being registered on this form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /x/
2
CALCULATION OF REGISTRATION FEE (1)
==========================================================================
                                      Proposed        Proposed    Amount
     Title of Each                    Maximum         Maximum     of
     Class of          Amount         Offering        Aggregate   Regi-
     Securities to     to be          Price Per       Offering    stration
     be Registered     Registered(2)  unit(3)         Price       Fee
- --------------------------------------------------------------------------
Common Stock,
     $.001             195,096        $2.77           $540,416    $186
==========================================================================
(1)    Pursuant to General Instruction E to Form S-8, a registration fee is
       being paid herewith only with respect to the securities being registered
       hereunder.

(2)    This registration statement also includes an indeterminate number of
       shares as may become issuable by reason of the anti- dilution provisions
       of the options under the Mykotronx, Inc. 1988 Restated Incentive Stock
       Option Plan.

(3)    Estimated, pursuant to Rule 457(c) and (h), solely for the purpose of
       calculating the registration fee based upon the exercise price of
       options outstanding under the Mykotronx, Inc. 1988 Restated Incentive
       Stock Option Plan assumed by the Registrant on May 31, 1995 and
       converted into options to purchase Registrant's Common Stock pursuant to
       an Agreement and Plan of Reorganization dated as of January 26, 1995.

                                       2
3

Mykotronx, Inc. 1988 Incentive Stock Option Plan

       Pursuant to an Agreement and Plan of Reorganization dated as of January
26, 1995 between the Company and Mykotronx, Inc.("MI"), the Company agreed to
assume stock options ("MI Options") issued under MI's 1988 Incentive Stock
Option Plan (the "Plan") according to the following terms: Each MI Option was
automatically converted into an option to purchase a number of shares of
Rainbow Common Stock determined by multiplying the number of shares subject to
the MI Option by 2.64 (the "Exchange Ratio") rounded down to the nearest whole
number of shares at an exercise price per share of Rainbow Common Stock equal
to the exercise price of such MI Option at the Effective Date of the Merger
divided by the Exchange Ratio rounded up to the nearest cent.  To avoid
fractional shares the number of shares of Rainbow Common Stock subject to an
assumed MI Option was rounded down to the nearest whole share with no cash
being payable for such fractional shares.  Other terms of each MI Option,
including status as an "incentive stock option" for federal income tax purposes
and vesting schedule, remain unchanged.

       As of the effective date of the merger, May 31, 1995, approximately
73,900 shares of MI Common Stock were subject to outstanding MI Options.  Such
options were converted into options to purchase an aggregate of approximately
195,096 shares of Rainbow Common Stock.

       The Plan was intended to further the growth and financial success of MI
by providing incentives to selected key employees of MI ("Optionees"),
including officers and directors, so that such employees could acquire or
increase their proprietary interest in MI.  MI Options were intended to meet
the requirements for an Incentive Stock Option as defined in Section 422 of the
Internal Revenue Code (the "Code") and any regulations promulgated under said
Section.

       Options granted under the Plan were evidenced by agreements between MI
and the respective Optionees.  All such agreements were subject to and limited
by certain terms and conditions.  Each Option stated the number of shares to
which it pertained.  Each Option stated the Option Price which was not less
than the fair market value of the shares of common stock to which it pertained
at the time of grant.

       The Option price is payable at the time of exercise of the option (i) in
cash or by check, (ii) by delivery of other common stock of Rainbow, (iii) by
the Optionee's promissory note in a form satisfactory to Rainbow bearing
interest at a rate not less than 6% per annum, or (iv) such other form of legal
consideration as may be acceptable to the administrators of the Plan.  No
Option shall be exercisable prior to one (1) year from the date the optionee
commenced employment with MI.  During the lifetime of an Optionee, the MI
Option is exercisable only by the Optionee and is not assignable or
transferable by the Optionee, and no other person can acquire any rights
therein.  In no event shall any MI Option be exercisable after the expiration
of ten (10) years from the date it is granted.

                                       3
4

FEDERAL TAX CONSIDERATIONS

       No taxable income to an Optionee will be realized, and the Company will
not be entitled to any related deduction, at the time any MI Option is granted
under the Plan.  If certain statutory employment and holding period conditions
are satisfied before the Optionee disposes of shares acquired pursuant to the
exercise of such an Option, then no taxable income will result upon the
exercise of such Option and the Company will not be entitled to any deduction
in connection with such exercise.  Upon disposition of the shares after
expiration of the statutory holding periods, any gain or loss realized by an
Optionee will be a capital gain or loss.  The Company will not be entitled to a
deduction with respect to a disposition of the shares by an Optionee after the
expiration of the statutory holding periods.  Except in the event of death, if
shares acquired by an Optionee upon the exercise of an incentive stock option
are disposed of by such optionee before the expiration of the statutory holding
periods (a "disqualifying disposition"), such Optionee will be considered to
have realized, as compensation in the year of disposition, an amount, not
exceeding the gain realized on such disposition, equal to the difference
between the exercise price and the fair market value of the shares on the date
of exercise of the MI Option. The Company will be entitled to a deduction, at
the same time and in the same amount as the Optionee is deemed to have realized
such ordinary income. Generally, any gain realized on the disposition in excess
of the amount treated as compensation or any loss realized on the disposition
will constitute capital gain or loss, respectively.

         Participants in the Plan may contact Ann Jones, Rainbow Technologies,
Inc., 50 Technology Drive, Irvine, CA 92718 for additional information about the
Plan.

                                       4
5

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, filed pursuant to Section 13(a) of the Exchange Act is
incorporated herein by reference.

         The Company's Annual Report on Form 10-Q for the fiscal quarter ended
March 31, 1995, filed pursuant to Section 13(a) of the Exchange Act is
incorporated herein by reference.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all such securities offered hereby have been
sold or which deregisters all securities then remaining to be sold shall be
deemed to be incorporated by reference into this Registration Statement 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

         The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by MOSKOWITZ ALTMAN & HUGHES LLP, New York, New
York.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law authorizes
corporations organized thereunder, such as the Company, to indemnify directors
and officers against liabilities which they may incur in their capacities as
such, including judgments, fines, expenses and amounts paid in settlement of
litigation.  Said section provides that the indemnification authorized thereby
is not exclusive of any other rights to which a director or officer may be
entitled under any by-law, agreement, vote of shareholders or otherwise.  The
Company's by-laws provide for indemnification of the Company's directors and
officers to the fullest extent permitted by law against any liabilities they
may incur in their capacities as such.

         The Company also maintains a directors' and officers' liability
insurance policy insuring directors and officers of the Company for up to
$1,000,000 in the aggregate for covered losses as defined in the policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED- NOT APPLICABLE.

                                       5
6

ITEM 8. EXHIBITS
Exhibit No.           Description                                                           Page No.
- -----------           -----------                                                           --------
5.(a)      Opinion and Consent of Moskowitz Altman & Hughes LLP (attached hereto)

    23.(a)      Consent of Ernst & Young LLP (attached hereto)
ITEM 9. UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (a)     (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement including
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.

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

         (b)     That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
        
         (c)     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 are 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.

                                       6
7

         (d)     Insofar as indemnification for liabilities arising under the
Act 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.

                                       7
8

                                   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 From 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 Irvine, State of California, on the 9th day of
June, 1995.

                                            RAINBOW TECHNOLOGIES, INC.
                                            REGISTRANT

                                            By:/s/ Walter W. Straub
                                               ---------------------------------
                                            Walter W. Straub, President,
                                            Chief Executive Officer and Chairman
                                            of the Board

                                       8
9

                               POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Walter W.  Straub and Patrick E. Fevery
and each of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments of and
supplements to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange ComMission, granting unto such attorneys-in-fact and
agents and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, to all intents and purposes and as fully as they might or could do in
person, hereby ratifying and confirming all that such attorneys-in- fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

/s/ Walter W. Straub
- -------------------------
Walter W. Straub,                          June 9, 1995
President, Chief Executive
Officer and Chairman of the
Board of Directors

/s/ Peter M. Craig
- --------------------------
Peter M. Craig, Executive                  June 9, 1995
Vice President, Secretary
and Director

/s/ Patrick E. Fevery
- --------------------------
Patrick E. Fevery,                         June 9, 1995
Vice President and Chief
Financial Officer

/s/ Alan K. Jennings
- --------------------------
Alan K. Jennings, Director                 June 9, 1995

/s/ Richard P. Abraham
- ---------------------------
Richard P. Abraham, Director               June 9, 1995

/s/ Marvin Hoffman
- ---------------------------
Marvin Hoffman, Director                   June 9, 1995

                                       9