As filed with the Securities and Exchange Commission on July 3, 1996
                                                  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.)

1270 S.E. Monmouth Cut-Off Road
Dallas,  Oregon                                           97338-9532
(Address of Principal                                     (Zip Code)
Executive Offices)
                            -------------------

                        PRAEGITZER INDUSTRIES, INC.
                        Employee Stock Purchase Plan
                            (Full title of plan)
                            -------------------

                              SCOTT D. GILBERT
                         Vice President of Finance
                        Praegitzer Industries, Inc.
                      1270 S.E. Monmouth Cut-Off Road
                           Dallas, OR 97338-9532
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 623-9273

                                  Copy to:

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

                      CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
                                       Proposed      Proposed
                                       Maximum       Maximum
                       Amount          Offering      Aggregate     Amount of
Title of Securities    to Be           Price Per     Offering      Registration
to Be Registered       Registered      Share(1)      Price(1)      Fee

Common Stock           200,000 Shares  $ 10.3125     $ 2,062,500   $ 711.21
- -------------------------------------------------------------------------------

(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 $10.3125, which was the average of the high and low prices
     of the Common Stock on June 27, 1996 as reported in The Wall Street
     Journal for Nasdaq National Market issues.

<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 state ments 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 con tained 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 to the
fullest extent not prohibited by the Oregon Business Corporation Act (the

                                    II-1
<PAGE>

"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
Company), 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 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 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 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.

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

          Not Applicable.

                                    II-2
<PAGE>

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 Sec tion 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in
     the registration statement.


                                    II-3
<PAGE>

          (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 Company 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
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 Dallas, State of Oregon on
July 1, 1996.

                         PRAEGITZER INDUSTRIES, INC.


                         By   MATTHEW J. BERGERON
                              ---------------------------------------
                              Matthew J. Bergeron
                              Senior Vice President, Chief Financial Officer
                              and Director


     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 July 1, 1996.

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

* ROBERT L. PRAEGITZER                       President, Chief Executive Officer
- ---------------------------------------      and Chairman of the Board
Robert L. Praegitzer                         (Principal Executive Officer)

 MATTHEW J. BERGERON                         Senior Vice President, Chief
- ---------------------------------------      Financial Officer and Director
Matthew J. Bergeron                          (Principal Financial and
                                             Accounting Officer)

* CHARLES N. HALL                            Senior Vice President and Director
- ---------------------------------------
Charles N. Hall

* ROBERT G. BALDRIDGE                        Senior Vice President and Director
- ---------------------------------------
Robert G. Baldridge

* SALLY PRAEGITZER                           Director
- ---------------------------------------
Sally Praegitzer

* WILLIAM L. HEALEY                          Director
- ---------------------------------------
William L. Healey

* T. L. STEBBINS                             Director
- ---------------------------------------
T. L. Stebbins


* 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.

                                    II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8/ESPP", "secsgml_size_bytes": 16043}]
{"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": "333-07535", "film-number": "96590917"}, "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 July 3, 1996
                                                  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.)

1270 S.E. Monmouth Cut-Off Road
Dallas,  Oregon                                           97338-9532
(Address of Principal                                     (Zip Code)
Executive Offices)
                            -------------------

                        PRAEGITZER INDUSTRIES, INC.
                        Employee Stock Purchase Plan
                            (Full title of plan)
                            -------------------

                              SCOTT D. GILBERT
                         Vice President of Finance
                        Praegitzer Industries, Inc.
                      1270 S.E. Monmouth Cut-Off Road
                           Dallas, OR 97338-9532
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 623-9273

                                  Copy to:

                             STEPHEN E. BABSON
                              Stoel Rives LLP
                      900 SW Fifth Avenue, Suite 2300
                        Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
                                       Proposed      Proposed
                                       Maximum       Maximum
                       Amount          Offering      Aggregate     Amount of
Title of Securities    to Be           Price Per     Offering      Registration
to Be Registered       Registered      Share(1)      Price(1)      Fee

Common Stock           200,000 Shares  $ 10.3125     $ 2,062,500   $ 711.21
- -------------------------------------------------------------------------------

(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 $10.3125, which was the average of the high and low prices
     of the Common Stock on June 27, 1996 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 state ments 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 con tained 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 to the
fullest extent not prohibited by the Oregon Business Corporation Act (the

                                    II-1
"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
Company), 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 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 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 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.

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

          Not Applicable.

                                    II-2
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 Sec tion 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

                                    II-3
(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 Company 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
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 Dallas, State of Oregon on
July 1, 1996.

                         PRAEGITZER INDUSTRIES, INC.

                         By   MATTHEW J. BERGERON
                              ---------------------------------------
                              Matthew J. Bergeron
                              Senior Vice President, Chief Financial Officer
                              and Director

     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 July 1, 1996.

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

* ROBERT L. PRAEGITZER                       President, Chief Executive Officer
- ---------------------------------------      and Chairman of the Board
Robert L. Praegitzer                         (Principal Executive Officer)

 MATTHEW J. BERGERON                         Senior Vice President, Chief
- ---------------------------------------      Financial Officer and Director
Matthew J. Bergeron                          (Principal Financial and
                                             Accounting Officer)

* CHARLES N. HALL                            Senior Vice President and Director
- ---------------------------------------
Charles N. Hall

* ROBERT G. BALDRIDGE                        Senior Vice President and Director
- ---------------------------------------
Robert G. Baldridge

* SALLY PRAEGITZER                           Director
- ---------------------------------------
Sally Praegitzer

* WILLIAM L. HEALEY                          Director
- ---------------------------------------
William L. Healey

* T. L. STEBBINS                             Director
- ---------------------------------------
T. L. Stebbins

* 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.

                                    II-6