<PAGE>   1

     As filed with the Securities and Exchange Commission on April 16, 1999
                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

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

                             MEADE INSTRUMENTS CORP.
             (Exact name of registrant as specified in its charter)
                               -------------------

           Delaware                                              95-2988062
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                 6001 Oak Canyon
                          Irvine, California 92620-4205
                                 (949) 451-1450
                    (Address of principal executive offices)

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

              MEADE INSTRUMENTS CORP. EMPLOYEE STOCK OWNERSHIP PLAN
                            (Full title of the plan)

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

                                 John C. Diebel
                            Chairman of the Board and
                             Chief Executive Officer
                             Meade Instruments Corp.
                                 6001 Oak Canyon
                          Irvine, California 92620-4205
                     (Name and address of agent for service)

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

   Telephone number, including area code, of agent for service: (949) 451-1450

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                       Proposed         Proposed
Title of                               maximum          maximum
securities           Amount            offering         aggregate                 Amount of
to be                to be             price            offering                  registration
registered           registered        per unit         price                     fee
--------------------------------------------------------------------------------------------------
<S>                  <C>               <C>              <C>                       <C>      
Common Stock         1,465,532(1)      $10.9375(2)      $16,029,256(2)            $4,457(2)
$.01 par value       shares
-------------------- ----------------- ---------------- ------------------------- ----------------
</TABLE>


(1)     This Registration Statement covers, in addition to the number of shares
        of Meade Instruments Corp. Common Stock, $.01 par value (the "Common
        Stock"), stated above, other rights to purchase or acquire the shares of
        Common Stock covered by the Prospectus and, pursuant to Rule 416(c)
        under the Securities Act of 1933, as amended (the "Securities Act"), an
        indeterminate number of shares which by reason of certain events
        specified in the Meade Instruments Corp. Employee Stock Ownership Plan
        (the "Plan") may become subject to the Plan.

(2)     Pursuant to Rule 457(h), the maximum offering price, per share and in
        the aggregate, and the registration fee were calculated based upon the
        average of the high and low prices of the Common Stock on April 14,
        1999, as reported on the Nasdaq National Market and published in the
        Western Edition of The Wall Street Journal.

        The Exhibit Index for this Registration Statement is at page 9.


================================================================================




                                       1
<PAGE>   2

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


                The documents containing the information specified in Part I of
Form S-8 (plan information and registrant information) will be sent or given to
employees as specified by Rule 428(b)(1) of the Securities Act. Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.




                                       2
<PAGE>   3

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                The following documents of Meade Instruments Corp. (the
"Company") filed with the Commission are incorporated herein by reference:

        (a)     The Company's Annual Report on Form 10-K for the Company's
                fiscal year ended February 28, 1998, filed with the Commission
                on May 29, 1998;

        (b)     The Company's Quarterly Reports on Forms 10-Q for the quarterly
                periods ended May 31, 1998, August 31, 1998, and November 30,
                1998, filed with the Commission on July 2, 1998, October 13,
                1998, and December 22, 1998, respectively; and

        (c)     The description of the Common Stock contained in the Company's
                Registration Statement on Form 8-A, filed with the Commission on
                February 27, 1997.

                All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

                The Common Stock is registered pursuant to Section 12 of the
Exchange Act. Therefore, the description of the securities is omitted.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

                The validity of the original issuance of Common Stock registered
hereby is passed on for the Company by Mark D. Peterson. Mr. Peterson is the
Vice President and General Counsel of the Company, is compensated as an employee
of the Company, is a holder of options to acquire Common Stock and is a
participant in the Plan.





                                       3
<PAGE>   4

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

LIMITATION OF LIABILITY

                The Company's Certificate of Incorporation (the "Certificate")
provides that a director of the Company will not be personally liable for
monetary damages to the Company or its stockholders for breach of fiduciary duty
as a director, except to the extent such exemption for liability or limitation
thereof is not permitted under the Delaware General Corporation Law (the "Law")
(i.e., liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
paying a dividend or approving a stock repurchase in violation of Section 174 of
the Law, or (iv) for any transaction from which the director derived an improper
personal benefit).

                While the Certificate provides directors with protection from
awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the Certificate will have no effect on the
availability of equitable remedies, such as an injunction or rescission based on
a director's breach of such director's duty of care.

INDEMNIFICATION

                The Certificate provides that each person (and the heirs,
executors, or administrators of such person) who was or is a party or is
threatened to be made a party to, or is involved in any threatened pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that such person is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, will be indemnified and held harmless by the Company to the
fullest extent permitted by the Law. The Certificate further provides that the
right to indemnification includes the right to be paid by the Company for
expenses incurred in connection with any such proceeding in advance of its final
disposition to the fullest extent permitted by the Law, and that the right to
indemnification conferred thereunder is deemed a contract right.

                The Certificate further provides that the Company may, by action
of its Board of Directors (the "Board"), provide indemnification to such of the
employees and agents of the Company and such other persons serving at the
request of the Company as employees or agents of another corporation,
partnership, joint venture, trust or other enterprise to such extent and to such
effect as is permitted by the Law and the Board.

                Pursuant to the Certificate, the Company has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss incurred by such person in any such capacity or
arising out of his or her status as such, whether or not the Company would have
the power to indemnify such person against such liability under the Law.

                The Certificate provides that (i) the rights and authority
described above are not exclusive of any other right that any person otherwise
may have or acquire and (ii) no amendment, modification or repeal of the
Certificate, or adoption of any additional provision of the Certificate or 





                                       4
<PAGE>   5

the Company's Bylaws, or, to the fullest extent permitted by the Law, any
amendment, modification or repeal of law will eliminate or reduce the effect of
the provisions in the Certificate limiting liability or indemnifying certain
persons or adversely affect any right or protection then existing thereunder in
respect of any acts or omissions occurring prior to such amendments,
modifications, repeal or adoption.

                The Company has entered into indemnification agreements with its
directors and officers that require the Company to indemnify the directors and
officers to the fullest extent permitted by applicable provisions of the Law
and, to the extent necessary, the California General Corporation Law.

                The Company also maintains directors' and officers' liability
insurance policies insuring directors and officers of the Company for certain
covered losses as defined in the policies.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.


ITEM 8. EXHIBITS

        See the attached Exhibit Index on page 9.


ITEM 9. UNDERTAKINGS

        (a)     The undersigned registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this Registration Statement:

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

                        (ii)    To reflect in the prospectus any facts or events
                                arising after the effective date of this
                                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 this Registration Statement; and

                        (iii)   To include any material information with respect
                                to the plan of distribution not previously
                                disclosed in this Registration Statement or any
                                material change to such information in this
                                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 with or
                furnished to 





                                       5
<PAGE>   6

                the Commission pursuant to Section 13 or Section 15(d) of the
                Exchange Act that are incorporated by reference in this
                Registration Statement;

                (2) That, for the purpose of determining any liability under the
        Securities 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; and

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

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

        (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.




                                       6
<PAGE>   7

                                   SIGNATURES

                Pursuant to the requirements of the Securities Act, 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 Irvine, State of California, on April 16, 1999.



                                        By: /s/ John C. Diebel
                                           -------------------------------------
                                           John C. Diebel,
                                           Chairman of the Board and
                                           Chief Executive Officer


                                POWER OF ATTORNEY

                Each person whose signature appears below constitutes and
appoints John C. Diebel and Mark D. Peterson, or each of them individually, his
true and lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them individually, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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


<TABLE>
<CAPTION>
           Signature                               Title                        Date
           ---------                               -----                        ----
<S>                                   <C>                              <C> 
  /s/ John C. Diebel                  Chairman of the Board and        April 16, 1999
  --------------------------          Chief Executive Officer
  John C. Diebel                      (Principal Executive Officer)


  /s/ Steven G. Murdock               President, Chief Operating       April 16, 1999
  --------------------------          Officer, Secretary and Director
  Steven G. Murdock                   
</TABLE>



                                       7
<PAGE>   8


<TABLE>
<CAPTION>
           Signature                               Title                        Date
           ---------                               -----                        ----
<S>                                   <C>                              <C> 
  /s/ Joseph A. Gordon, Jr.           Senior Vice President--          April 16, 1999
  --------------------------          North American Sales and
  Joseph A. Gordon, Jr.               Director


  /s/ Brent W. Christensen            Vice President--Finance and      April 16, 1999
  --------------------------          Chief Financial Officer
  Brent W. Christensen                (Principal Financial and
                                      Accounting Officer)


  /s/ Timothy C. McQuay               Director                         April 16, 1999
  ------------------------
  Timothy C. McQuay


  /s/ Harry L. Casari                 Director                         April 16, 1999
  ------------------------
  Harry L. Casari
</TABLE>



                                       8
<PAGE>   9

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit                                                                       Incorporation
Number                  Description of Exhibit                                Reference
-------                 ----------------------                                -------------
<S>          <C>                                                              <C>       
   4.1     Meade Instruments Corp. Employee Stock Ownership Plan (the
           "Plan"), as Amended and Restated effective as of January 1,
           1999.

   4.2     Employee Stock Ownership Trust Agreement, as Amended and              (a)
           Restated as of April 9, 1997, between the Company and Wells
           Fargo Bank N.A..............................................

   5.      Opinion of Counsel (opinion re legality).

   23.1    Consent of PricewaterhouseCoopers LLP (consent of independent
           auditors).

   23.2    Consent of Counsel (included in Exhibit 5).

   24.     Power of Attorney (included in this Registration Statement under
           "Signatures").
</TABLE>

----------

(a)     Filed as part of the Company's Annual Report on Form 10-K for the fiscal
        year ended February 28, 1998, filed with the Commission on May 29, 1998,
        incorporated herein by this reference.


                                       9
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{"company-data": {"conformed-name": "MEADE INSTRUMENTS CORP", "cik": "0001032067", "assigned-sic": "3827", "irs-number": "952988062", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76431", "film-number": "99595734"}, "business-address": {"street1": "6001 OAK CANYON", "street2": "6001 OAKCANYON", "city": "IRVINE", "state": "CA", "zip": "92620-4205", "phone": "7144511450"}, "mail-address": {"street1": "6001 OAK CANYON", "city": "IRVING", "state": "CA", "zip": "92620-4205"}}
1

     As filed with the Securities and Exchange Commission on April 16, 1999
                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

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

                             MEADE INSTRUMENTS CORP.
             (Exact name of registrant as specified in its charter)
                               -------------------

           Delaware                                              95-2988062
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                 6001 Oak Canyon
                          Irvine, California 92620-4205
                                 (949) 451-1450
                    (Address of principal executive offices)

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

              MEADE INSTRUMENTS CORP. EMPLOYEE STOCK OWNERSHIP PLAN
                            (Full title of the plan)

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

                                 John C. Diebel
                            Chairman of the Board and
                             Chief Executive Officer
                             Meade Instruments Corp.
                                 6001 Oak Canyon
                          Irvine, California 92620-4205
                     (Name and address of agent for service)

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

   Telephone number, including area code, of agent for service: (949) 451-1450

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
                                       Proposed         Proposed
Title of                               maximum          maximum
securities           Amount            offering         aggregate                 Amount of
to be                to be             price            offering                  registration
registered           registered        per unit         price                     fee
--------------------------------------------------------------------------------------------------
Common Stock         1,465,532(1)      $10.9375(2)      $16,029,256(2)            $4,457(2)
$.01 par value       shares
-------------------- ----------------- ---------------- ------------------------- ----------------
(1)     This Registration Statement covers, in addition to the number of shares
        of Meade Instruments Corp. Common Stock, $.01 par value (the "Common
        Stock"), stated above, other rights to purchase or acquire the shares of
        Common Stock covered by the Prospectus and, pursuant to Rule 416(c)
        under the Securities Act of 1933, as amended (the "Securities Act"), an
        indeterminate number of shares which by reason of certain events
        specified in the Meade Instruments Corp. Employee Stock Ownership Plan
        (the "Plan") may become subject to the Plan.

(2)     Pursuant to Rule 457(h), the maximum offering price, per share and in
        the aggregate, and the registration fee were calculated based upon the
        average of the high and low prices of the Common Stock on April 14,
        1999, as reported on the Nasdaq National Market and published in the
        Western Edition of The Wall Street Journal.

        The Exhibit Index for this Registration Statement is at page 9.

================================================================================

                                       1
2

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

                The documents containing the information specified in Part I of
Form S-8 (plan information and registrant information) will be sent or given to
employees as specified by Rule 428(b)(1) of the Securities Act. Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                       2
3

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                The following documents of Meade Instruments Corp. (the
"Company") filed with the Commission are incorporated herein by reference:

        (a)     The Company's Annual Report on Form 10-K for the Company's
                fiscal year ended February 28, 1998, filed with the Commission
                on May 29, 1998;

        (b)     The Company's Quarterly Reports on Forms 10-Q for the quarterly
                periods ended May 31, 1998, August 31, 1998, and November 30,
                1998, filed with the Commission on July 2, 1998, October 13,
                1998, and December 22, 1998, respectively; and

        (c)     The description of the Common Stock contained in the Company's
                Registration Statement on Form 8-A, filed with the Commission on
                February 27, 1997.

                All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into the prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

                The Common Stock is registered pursuant to Section 12 of the
Exchange Act. Therefore, the description of the securities is omitted.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

                The validity of the original issuance of Common Stock registered
hereby is passed on for the Company by Mark D. Peterson. Mr. Peterson is the
Vice President and General Counsel of the Company, is compensated as an employee
of the Company, is a holder of options to acquire Common Stock and is a
participant in the Plan.

                                       3
4

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

LIMITATION OF LIABILITY

                The Company's Certificate of Incorporation (the "Certificate")
provides that a director of the Company will not be personally liable for
monetary damages to the Company or its stockholders for breach of fiduciary duty
as a director, except to the extent such exemption for liability or limitation
thereof is not permitted under the Delaware General Corporation Law (the "Law")
(i.e., liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
paying a dividend or approving a stock repurchase in violation of Section 174 of
the Law, or (iv) for any transaction from which the director derived an improper
personal benefit).

                While the Certificate provides directors with protection from
awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the Certificate will have no effect on the
availability of equitable remedies, such as an injunction or rescission based on
a director's breach of such director's duty of care.

INDEMNIFICATION

                The Certificate provides that each person (and the heirs,
executors, or administrators of such person) who was or is a party or is
threatened to be made a party to, or is involved in any threatened pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that such person is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, will be indemnified and held harmless by the Company to the
fullest extent permitted by the Law. The Certificate further provides that the
right to indemnification includes the right to be paid by the Company for
expenses incurred in connection with any such proceeding in advance of its final
disposition to the fullest extent permitted by the Law, and that the right to
indemnification conferred thereunder is deemed a contract right.

                The Certificate further provides that the Company may, by action
of its Board of Directors (the "Board"), provide indemnification to such of the
employees and agents of the Company and such other persons serving at the
request of the Company as employees or agents of another corporation,
partnership, joint venture, trust or other enterprise to such extent and to such
effect as is permitted by the Law and the Board.

                Pursuant to the Certificate, the Company has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss incurred by such person in any such capacity or
arising out of his or her status as such, whether or not the Company would have
the power to indemnify such person against such liability under the Law.

                The Certificate provides that (i) the rights and authority
described above are not exclusive of any other right that any person otherwise
may have or acquire and (ii) no amendment, modification or repeal of the
Certificate, or adoption of any additional provision of the Certificate or 

                                       4
5

the Company's Bylaws, or, to the fullest extent permitted by the Law, any
amendment, modification or repeal of law will eliminate or reduce the effect of
the provisions in the Certificate limiting liability or indemnifying certain
persons or adversely affect any right or protection then existing thereunder in
respect of any acts or omissions occurring prior to such amendments,
modifications, repeal or adoption.

                The Company has entered into indemnification agreements with its
directors and officers that require the Company to indemnify the directors and
officers to the fullest extent permitted by applicable provisions of the Law
and, to the extent necessary, the California General Corporation Law.

                The Company also maintains directors' and officers' liability
insurance policies insuring directors and officers of the Company for certain
covered losses as defined in the policies.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

        See the attached Exhibit Index on page 9.

ITEM 9. UNDERTAKINGS

        (a)     The undersigned registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this Registration Statement:

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

                        (ii)    To reflect in the prospectus any facts or events
                                arising after the effective date of this
                                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 this Registration Statement; and

                        (iii)   To include any material information with respect
                                to the plan of distribution not previously
                                disclosed in this Registration Statement or any
                                material change to such information in this
                                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 with or
                furnished to 

                                       5
6

                the Commission pursuant to Section 13 or Section 15(d) of the
                Exchange Act that are incorporated by reference in this
                Registration Statement;

                (2) That, for the purpose of determining any liability under the
        Securities 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; and

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

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

        (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                       6
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                                   SIGNATURES

                Pursuant to the requirements of the Securities Act, 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 Irvine, State of California, on April 16, 1999.

                                        By: /s/ John C. Diebel
                                           -------------------------------------
                                           John C. Diebel,
                                           Chairman of the Board and
                                           Chief Executive Officer

                                POWER OF ATTORNEY

                Each person whose signature appears below constitutes and
appoints John C. Diebel and Mark D. Peterson, or each of them individually, his
true and lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them individually, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                               Title                        Date
           ---------                               -----                        ----
/s/ John C. Diebel                  Chairman of the Board and        April 16, 1999
  --------------------------          Chief Executive Officer
  John C. Diebel                      (Principal Executive Officer)

  /s/ Steven G. Murdock               President, Chief Operating       April 16, 1999
  --------------------------          Officer, Secretary and Director
  Steven G. Murdock
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Signature                               Title                        Date
           ---------                               -----                        ----
/s/ Joseph A. Gordon, Jr.           Senior Vice President--          April 16, 1999
  --------------------------          North American Sales and
  Joseph A. Gordon, Jr.               Director

  /s/ Brent W. Christensen            Vice President--Finance and      April 16, 1999
  --------------------------          Chief Financial Officer
  Brent W. Christensen                (Principal Financial and
                                      Accounting Officer)

  /s/ Timothy C. McQuay               Director                         April 16, 1999
  ------------------------
  Timothy C. McQuay

  /s/ Harry L. Casari                 Director                         April 16, 1999
  ------------------------
  Harry L. Casari
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                                  EXHIBIT INDEX
Exhibit                                                                       Incorporation
Number                  Description of Exhibit                                Reference
-------                 ----------------------                                -------------
4.1     Meade Instruments Corp. Employee Stock Ownership Plan (the
           "Plan"), as Amended and Restated effective as of January 1,
           1999.

   4.2     Employee Stock Ownership Trust Agreement, as Amended and              (a)
           Restated as of April 9, 1997, between the Company and Wells
           Fargo Bank N.A..............................................

   5.      Opinion of Counsel (opinion re legality).

   23.1    Consent of PricewaterhouseCoopers LLP (consent of independent
           auditors).

   23.2    Consent of Counsel (included in Exhibit 5).

   24.     Power of Attorney (included in this Registration Statement under
           "Signatures").
----------

(a)     Filed as part of the Company's Annual Report on Form 10-K for the fiscal
        year ended February 28, 1998, filed with the Commission on May 29, 1998,
        incorporated herein by this reference.

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