As filed with the Securities and Exchange Commission on June 8, 1999
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

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


                 OREGON                                  93-0790158
    (State or other jurisdiction                        (IRS Employer
     of incorporation or organization)                   Identification No.)

     19801 S.W. 72nd Ave.
     Tualatin, Oregon                                    97062
    (Address of Principal                               (Zip Code)
     Executive Offices)

                                   ----------

                           PRAEGITZER INDUSTRIES, INC.
                            1995 Stock Incentive Plan
                              (Full title of plan)

                                   ----------

                                SCOTT D. GILBERT
                            Vice President of Finance
                           Praegitzer Industries, Inc.
                              19801 S.W. 72nd Ave.
                              Tualatin, OR 9706232
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 454-6000

                                    Copy to:

                                STEPHEN E. BABSON
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268


<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
                                          Proposed            Proposed
    Title of                               Maximum             Maximum
Securities to Be      Amount to be      Offering Price        Aggregate            Amount of
   Registered          Registered        Per Share (1)    Offering Price (1)    Registration Fee
----------------    ----------------    --------------    ------------------    ----------------
  <S>               <C>                    <C>               <C>                    <C>
  Common Stock      1,200,000 Shares       $ 5.2344          $ 6,281,280            $ 1,747
------------------------------------------------------------------------------------------------
(1)  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 balance of the shares is based on $5.2344,
     which was the average of the high and low prices of the Common Stock on
     June 4, 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 Praegitzer Industries, Inc. (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 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 IV of the Registrant's Second Amended and Restated Articles of
Incorporation, as amended (the "Articles"), requires indemnification of current
or former directors of the Registrant

                                      II-1
<PAGE>
to the fullest extent not prohibited by the Oregon Business Corporation Act (the
"Act"). The Act permits or requires indemnification of directors and officers in
certain circumstances. 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 proceeding (other than an action by or in the right of the
Registrant), 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
Registrant, 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 a
proceeding by judgment, order, settlement, conviction or plea of nolo
contendere, or its equivalent, is not, of itself, determinative that the person
did not meet the required standards of conduct.

     (b) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding by or in the right of the Registrant 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 Registrant, except
that no right of indemnification will be granted if the person is adjudged to be
liable to the Registrant.

     (c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer 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 Registrant may advance to a director or officer the expenses
incurred in defending any proceeding in advance of its final disposition if the
director or officer affirms in writing 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 Registrant 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 directors or
otherwise.

                                      II-2
<PAGE>
Item 7.  Exemption From Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

   4.1   Second Amended and Restated Articles of Incorporation of the Company
         (incorporated by reference to Exhibit 3(i)(a) to the Company's
         Registration Statement on Form S-1, File No. 333-01228).

   4.2   Bylaws of the Company (incorporated by reference to Exhibit 3(ii) to
         the Company's Registration Statement on Form S-1, File No. 333-01228).

   5.1   Opinion of Stoel Rives LLP.

   23.1  Consent of Deloitte & Touche LLP.

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

   24.1  Powers of Attorney.

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:

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the 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)

                                      II-3
<PAGE>
     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 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 Company 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-4
<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 Dallas, State of Oregon on June 7, 1999.

                                       PRAEGITZER INDUSTRIES, INC.


                                       By MATTHEW J. BERGERON
                                          --------------------------------------
                                          Matthew J. Bergeron
                                          President and Chief Operating Officer


     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 June 7, 1999.

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

* ROBERT L. PRAEGITZER                 Chairman and Chief Executive Officer
----------------------------------     (Principal Executive Officer)
  Robert L. Praegitzer


  MATTHEW J. BERGERON                  President, Chief Operating Officer
----------------------------------     and Director
  Matthew J. Bergeron


* DANIEL J. BARNETT                    Director
----------------------------------
  Daniel J. Barnett


* THEODORE L. STEBBINS                 Director
----------------------------------
  Theodore L. Stebbins


* MERRILL A. McPEAK                    Director
----------------------------------
  Merrill A. McPeak


* GORDON B. KUENSTER                   Director
----------------------------------
  Gordon b. Kuenster


* WILLIAM J. THALE                     Chief Financial Officer
----------------------------------     (Principal Financial and
  William J. Thale                     Accounting Officer)


     By: MATTHEW J. BERGERON
         ----------------------------------
         Matthew J. Bergeron,
         Attorney-in-Fact

                                      II-5
<PAGE>
                                  EXHIBIT INDEX


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

4.1           Second Amended and Restated Articles of Incorporation of the
              Company (incorporated by reference to Exhibit 3(i)(a) to the
              Company's Registration Statement on Form S-1, File No. 333-01228).

4.2           Bylaws of the Company (incorporated by reference to Exhibit 3(ii)
              to the Company's Registration Statement on Form S-1, File No.
              333-01228).

5.1           Opinion of Stoel Rives LLP.

23.1          Consent of Deloitte & Touche LLP.

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

24.1          Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15548}]
{"company-data": {"conformed-name": "PRAEGITZER INDUSTRIES INC", "cik": "0001007519", "assigned-sic": "3670", "irs-number": "930790158", "state-of-incorporation": "OR", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80233", "film-number": "99642468"}, "business-address": {"street1": "1270 SE MONMOUTH CUT OFF RD", "city": "DALLAS", "state": "OR", "zip": "97338", "phone": "5036239273"}, "mail-address": {"street1": "1270 SE MONMOUTH CUT OFF RD", "city": "DALLAS", "state": "OR", "zip": "97338"}}
As filed with the Securities and Exchange Commission on June 8, 1999
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

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

                 OREGON                                  93-0790158
    (State or other jurisdiction                        (IRS Employer
     of incorporation or organization)                   Identification No.)

     19801 S.W. 72nd Ave.
     Tualatin, Oregon                                    97062
    (Address of Principal                               (Zip Code)
     Executive Offices)

                                   ----------

                           PRAEGITZER INDUSTRIES, INC.
                            1995 Stock Incentive Plan
                              (Full title of plan)

                                   ----------

                                SCOTT D. GILBERT
                            Vice President of Finance
                           Praegitzer Industries, Inc.
                              19801 S.W. 72nd Ave.
                              Tualatin, OR 9706232
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 454-6000

                                    Copy to:

                                STEPHEN E. BABSON
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
                                          Proposed            Proposed
    Title of                               Maximum             Maximum
Securities to Be      Amount to be      Offering Price        Aggregate            Amount of
   Registered          Registered        Per Share (1)    Offering Price (1)    Registration Fee
----------------    ----------------    --------------    ------------------    ----------------
Common Stock      1,200,000 Shares       $ 5.2344          $ 6,281,280            $ 1,747
------------------------------------------------------------------------------------------------
(1)  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 balance of the shares is based on $5.2344,
     which was the average of the high and low prices of the Common Stock on
     June 4, 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 Praegitzer Industries, Inc. (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 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 IV of the Registrant's Second Amended and Restated Articles of
Incorporation, as amended (the "Articles"), requires indemnification of current
or former directors of the Registrant

                                      II-1
to the fullest extent not prohibited by the Oregon Business Corporation Act (the
"Act"). The Act permits or requires indemnification of directors and officers in
certain circumstances. 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 proceeding (other than an action by or in the right of the
Registrant), 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
Registrant, 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 a
proceeding by judgment, order, settlement, conviction or plea of nolo
contendere, or its equivalent, is not, of itself, determinative that the person
did not meet the required standards of conduct.

     (b) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding by or in the right of the Registrant 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 Registrant, except
that no right of indemnification will be granted if the person is adjudged to be
liable to the Registrant.

     (c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer 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 Registrant may advance to a director or officer the expenses
incurred in defending any proceeding in advance of its final disposition if the
director or officer affirms in writing 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 Registrant 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 directors or
otherwise.

                                      II-2
Item 7.  Exemption From Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

   4.1   Second Amended and Restated Articles of Incorporation of the Company
         (incorporated by reference to Exhibit 3(i)(a) to the Company's
         Registration Statement on Form S-1, File No. 333-01228).

   4.2   Bylaws of the Company (incorporated by reference to Exhibit 3(ii) to
         the Company's Registration Statement on Form S-1, File No. 333-01228).

   5.1   Opinion of Stoel Rives LLP.

   23.1  Consent of Deloitte & Touche LLP.

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

   24.1  Powers of Attorney.

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:

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the 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)

                                      II-3
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 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 Company 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-4
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 Dallas, State of Oregon on June 7, 1999.

                                       PRAEGITZER INDUSTRIES, INC.

                                       By MATTHEW J. BERGERON
                                          --------------------------------------
                                          Matthew J. Bergeron
                                          President and Chief Operating Officer

     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 June 7, 1999.

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

* ROBERT L. PRAEGITZER                 Chairman and Chief Executive Officer
----------------------------------     (Principal Executive Officer)
  Robert L. Praegitzer

  MATTHEW J. BERGERON                  President, Chief Operating Officer
----------------------------------     and Director
  Matthew J. Bergeron

* DANIEL J. BARNETT                    Director
----------------------------------
  Daniel J. Barnett

* THEODORE L. STEBBINS                 Director
----------------------------------
  Theodore L. Stebbins

* MERRILL A. McPEAK                    Director
----------------------------------
  Merrill A. McPeak

* GORDON B. KUENSTER                   Director
----------------------------------
  Gordon b. Kuenster

* WILLIAM J. THALE                     Chief Financial Officer
----------------------------------     (Principal Financial and
  William J. Thale                     Accounting Officer)

     By: MATTHEW J. BERGERON
         ----------------------------------
         Matthew J. Bergeron,
         Attorney-in-Fact

                                      II-5
EXHIBIT INDEX

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

4.1           Second Amended and Restated Articles of Incorporation of the
              Company (incorporated by reference to Exhibit 3(i)(a) to the
              Company's Registration Statement on Form S-1, File No. 333-01228).

4.2           Bylaws of the Company (incorporated by reference to Exhibit 3(ii)
              to the Company's Registration Statement on Form S-1, File No.
              333-01228).

5.1           Opinion of Stoel Rives LLP.

23.1          Consent of Deloitte & Touche LLP.

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

24.1          Powers of Attorney.