As filed with the Securities and Exchange Commission on March 2, 1999

                                          Registration No. 333-___________

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

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                  SUNRISE TECHNOLOGIES INTERNATIONAL, INC.
            -----------------------------------------------------
           (Exact Name Of Registrant As Specified In Its Charter)

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

      DELAWARE                                     77-0148208
(State Or Other Jurisdiction Of                 (I.R.S. Employer
Incorporation Or Organization)                  Identification Number)

                           3400 WEST WARREN AVENUE
                          FREMONT, CALIFORNIA 94538
                               (510) 623-9001
        (Address, Including Zip Code, And Telephone Number, Including
           Area Code, Of Registrant's Principal Executive Offices)

                       ------------------------------
                           1997 STOCK OPTION PLAN
                          (Full Title Of The Plan)
                       ------------------------------


                        THE PRENTICE HALL CORPORATION
                              1013 CENTRE ROAD
                         WILMINGTON, DELAWARE  19805
                               (302) 998-0595
        (Address, Including Zip Code, And Telephone Number, Including
                      Area Code, Of Agent For Service)

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


                                 COPIES TO:
                          JEFFREY C. EVERETT, ESQ.
                         55 EAST MONROE, SUITE 4100
                           CHICAGO, ILLINOIS 60603
                               (312) 807-4600

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


<PAGE>



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

                       CALCULATION OF REGISTRATION FEE

                                    Proposed     Proposed
Title of                            Maximum      Maximum
Securities           Amount         Offering     Aggregate     Amount of
to be                to be          Price per    Offering      Registra-
Registered           Registered     Share (1)    Price         tion Fee
----------           ----------     ---------    -----------   ----------
Common Stock,
$.001 par value      3,000,000      $10.46875    $31,406,250    $6,281.25

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

(1)   Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee. The computation is based upon the average of the high and low price as
reported on the NASDAQ National Market System on February 26, 1999.




<PAGE>


                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act");

      (b)   The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998;

      (c)   The Registrant's Current Reports on Form 8-K filed on
December 4, 1998 and January 12, 1999; and

      (d)   The description of the Registrant's Common Stock to be offered
hereby contained in the Registrant's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on February 23, 1999
(File No. 333-72829), including any amendment or report filed for the
purpose of updating such description.

      All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to this registration
statement, but prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the
date of filing such 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.

      Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "Delaware Law") grants corporations the right to limit or
eliminate the personal liability of their directors in certain
circumstances in accordance with provisions therein set forth.  The
Registrant's Certificate of Incorporation contains a provision eliminating
director liability to the Company and its stockholders for monetary damages
for breach of fiduciary duty as a director.  The provision does not,
however, eliminate or limit the personal liability of a director:  (1) for
any breach of such 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) under the
Delaware statutory provision making directors personally liable, for
improper payment of dividends or improper stock purchases or redemptions;
or (iv) for any transaction from which the director derived an improper
personal benefit.  This provision offers persons who serve on the Company's
Board protection against awards of monetary damages resulting from breaches
of their duty of care (except as indicated above).  As a result of this
provision, the ability of the Company or a stockholder thereof to
successfully prosecute an action against a director for a breach of his
duty of care is limited.  However, the provision does not affect the
availability of equitable remedies such as an injunction or rescission
based upon a director's breach of his duty of care.  The Securities and
Exchange Commission has taken the position that the provision will have no
effect on claims arising under federal securities laws.


<PAGE>


      Section 145 of the Delaware Law grants corporations the right to
indemnify their directors, officers, employees and agents in accordance
with the provisions therein set forth.  The Company's By-laws provide that
the corporation shall, subject to limited exceptions, indemnify its
directors and executive officers to the fullest extent not prohibited by
the Delaware Law.  The Company's bylaws provide further that the Company
shall have the power to indemnify its other officers, employees and their
agents as set forth in the Delaware Law.  Such indemnification rights
include reimbursement for expenses incurred by such director, executive
officer, other officer, employee or agent in advance of the final
disposition of such proceeding in accordance with the applicable provisions
of the Delaware Law.

      The Company has entered into agreements with certain of its directors
and officers pursuant to which the Company has agreed to indemnify such
directors and officers to the fullest extent permitted under applicable
law.  In addition, the Company has purchased insurance containing customary
terms and conditions as permitted by law on behalf of its directors and
officers, which may cover liabilities under the Securities Act of 1933, as
amended (the "Securities Act").

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.     EXHIBITS.

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

      4.1                     1997 Stock Option Plan

      5.1                     Opinion of Holleb & Coff (Counsel to the
                              Registrant) as to the legality of the
                              securities being registered herewith

      23.1                    Consent of PricewaterhouseCoopers, LLP,
                              Independent Accountants

      23.2                    Consent of Ernst & Young, L.L.P., Former
                              Independent Auditors

      23.3                    Consent of Holleb & Coff (included in 
                              Exhibit 5.1)

      24                      Power of Attorney (included on signature
                              page)


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 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.

            (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.


<PAGE>


      (b)   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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 (the "Securities Act") may be permitted to
directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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.


<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 Fremont, State of California, on
March 1, 1999.

                              Sunrise Technologies International, Inc.

                              By:   /s/ C. Russell Trenary, III
                                    -------------------------------------
                                    C. Russell Trenary, III
                                    President and Chief Executive Officer


                              POWER OF ATTORNEY

      KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Russell Trenary and Timothy A.
Marcotte, jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.

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


Date:  March 1, 1999                /s/ C. Russell Trenary, III
                                    -----------------------------------
                                    C. Russell Trenary, III
                                    President, Chief Executive Officer 
                                    and Director
                                    (Principal Executive Officer)

Date:  March 1, 1999                /s/ Timothy A. Marcotte
                                    -----------------------------------
                                    Timothy A. Marcotte
                                    Chief Financial Officer 
                                    (Principal Financial Officer and
                                    Principal Accounting Officer) 
                                    and Director

Date:  March 1, 1999                /s/ Joseph D. Koenig
                                    -----------------------------------
                                    Joseph D. Koenig
                                    Chairman of the Board and Director

Date:  March 1, 1999                /s/ R. Dale Bowerman
                                    -----------------------------------
                                    R. Dale Bowerman
                                    Director

Date:  March 1, 1999                /s/ Michael S. McFarland, M.D.
                                    -----------------------------------
                                    Michael S. McFarland, M.D.
                                    Director




<PAGE>


                              INDEX TO EXHIBITS


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

4.1                     1997 Stock Option Plan

5.1                     Opinion of Holleb & Coff (Counsel to the
                        Registrant) as to legality of the securities 
                        being registered herewith

23.1                    Consent of PricewaterhouseCoopers, LLP,
                        Independent Accountants

23.2                    Consent of Ernst & Young, L.L.P., 
                        Former Independent Auditors

23.3                    Consent of Holleb & Coff (included in Exhibit 5.1)

24                      Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15721}]
{"company-data": {"conformed-name": "SUNRISE TECHNOLOGIES INTERNATIONAL INC", "cik": "0000846771", "assigned-sic": "3843", "irs-number": "770148208", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73211", "film-number": "99555361"}, "business-address": {"street1": "3400 WEST WARREN AVENUE", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5106239001"}, "mail-address": {"street1": "47265 FREMONT BLVD", "city": "FREMONT", "state": "CA", "zip": "94538"}, "former-company": {"former-conformed-name": "SUNRISE TECHNOLOGIES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on March 2, 1999

                                          Registration No. 333-___________

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

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                  SUNRISE TECHNOLOGIES INTERNATIONAL, INC.
            -----------------------------------------------------
           (Exact Name Of Registrant As Specified In Its Charter)

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

      DELAWARE                                     77-0148208
(State Or Other Jurisdiction Of                 (I.R.S. Employer
Incorporation Or Organization)                  Identification Number)

                           3400 WEST WARREN AVENUE
                          FREMONT, CALIFORNIA 94538
                               (510) 623-9001
        (Address, Including Zip Code, And Telephone Number, Including
           Area Code, Of Registrant's Principal Executive Offices)

                       ------------------------------
                           1997 STOCK OPTION PLAN
                          (Full Title Of The Plan)
                       ------------------------------

                        THE PRENTICE HALL CORPORATION
                              1013 CENTRE ROAD
                         WILMINGTON, DELAWARE  19805
                               (302) 998-0595
        (Address, Including Zip Code, And Telephone Number, Including
                      Area Code, Of Agent For Service)

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

                                 COPIES TO:
                          JEFFREY C. EVERETT, ESQ.
                         55 EAST MONROE, SUITE 4100
                           CHICAGO, ILLINOIS 60603
                               (312) 807-4600

                       ------------------------------
=========================================================================

                       CALCULATION OF REGISTRATION FEE

                                    Proposed     Proposed
Title of                            Maximum      Maximum
Securities           Amount         Offering     Aggregate     Amount of
to be                to be          Price per    Offering      Registra-
Registered           Registered     Share (1)    Price         tion Fee
----------           ----------     ---------    -----------   ----------
Common Stock,
$.001 par value      3,000,000      $10.46875    $31,406,250    $6,281.25

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

(1)   Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee. The computation is based upon the average of the high and low price as
reported on the NASDAQ National Market System on February 26, 1999.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act");

      (b)   The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998;

      (c)   The Registrant's Current Reports on Form 8-K filed on
December 4, 1998 and January 12, 1999; and

      (d)   The description of the Registrant's Common Stock to be offered
hereby contained in the Registrant's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on February 23, 1999
(File No. 333-72829), including any amendment or report filed for the
purpose of updating such description.

      All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to this registration
statement, but prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the
date of filing such 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.

      Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "Delaware Law") grants corporations the right to limit or
eliminate the personal liability of their directors in certain
circumstances in accordance with provisions therein set forth.  The
Registrant's Certificate of Incorporation contains a provision eliminating
director liability to the Company and its stockholders for monetary damages
for breach of fiduciary duty as a director.  The provision does not,
however, eliminate or limit the personal liability of a director:  (1) for
any breach of such 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) under the
Delaware statutory provision making directors personally liable, for
improper payment of dividends or improper stock purchases or redemptions;
or (iv) for any transaction from which the director derived an improper
personal benefit.  This provision offers persons who serve on the Company's
Board protection against awards of monetary damages resulting from breaches
of their duty of care (except as indicated above).  As a result of this
provision, the ability of the Company or a stockholder thereof to
successfully prosecute an action against a director for a breach of his
duty of care is limited.  However, the provision does not affect the
availability of equitable remedies such as an injunction or rescission
based upon a director's breach of his duty of care.  The Securities and
Exchange Commission has taken the position that the provision will have no
effect on claims arising under federal securities laws.
Section 145 of the Delaware Law grants corporations the right to
indemnify their directors, officers, employees and agents in accordance
with the provisions therein set forth.  The Company's By-laws provide that
the corporation shall, subject to limited exceptions, indemnify its
directors and executive officers to the fullest extent not prohibited by
the Delaware Law.  The Company's bylaws provide further that the Company
shall have the power to indemnify its other officers, employees and their
agents as set forth in the Delaware Law.  Such indemnification rights
include reimbursement for expenses incurred by such director, executive
officer, other officer, employee or agent in advance of the final
disposition of such proceeding in accordance with the applicable provisions
of the Delaware Law.

      The Company has entered into agreements with certain of its directors
and officers pursuant to which the Company has agreed to indemnify such
directors and officers to the fullest extent permitted under applicable
law.  In addition, the Company has purchased insurance containing customary
terms and conditions as permitted by law on behalf of its directors and
officers, which may cover liabilities under the Securities Act of 1933, as
amended (the "Securities Act").

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.     EXHIBITS.

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

      4.1                     1997 Stock Option Plan

      5.1                     Opinion of Holleb & Coff (Counsel to the
                              Registrant) as to the legality of the
                              securities being registered herewith

      23.1                    Consent of PricewaterhouseCoopers, LLP,
                              Independent Accountants

      23.2                    Consent of Ernst & Young, L.L.P., Former
                              Independent Auditors

      23.3                    Consent of Holleb & Coff (included in 
                              Exhibit 5.1)

      24                      Power of Attorney (included on signature
                              page)

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 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.

            (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 undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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 (the "Securities Act") may be permitted to
directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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.
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 Fremont, State of California, on
March 1, 1999.

                              Sunrise Technologies International, Inc.

                              By:   /s/ C. Russell Trenary, III
                                    -------------------------------------
                                    C. Russell Trenary, III
                                    President and Chief Executive Officer

                              POWER OF ATTORNEY

      KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Russell Trenary and Timothy A.
Marcotte, jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.

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

Date:  March 1, 1999                /s/ C. Russell Trenary, III
                                    -----------------------------------
                                    C. Russell Trenary, III
                                    President, Chief Executive Officer 
                                    and Director
                                    (Principal Executive Officer)

Date:  March 1, 1999                /s/ Timothy A. Marcotte
                                    -----------------------------------
                                    Timothy A. Marcotte
                                    Chief Financial Officer 
                                    (Principal Financial Officer and
                                    Principal Accounting Officer) 
                                    and Director

Date:  March 1, 1999                /s/ Joseph D. Koenig
                                    -----------------------------------
                                    Joseph D. Koenig
                                    Chairman of the Board and Director

Date:  March 1, 1999                /s/ R. Dale Bowerman
                                    -----------------------------------
                                    R. Dale Bowerman
                                    Director

Date:  March 1, 1999                /s/ Michael S. McFarland, M.D.
                                    -----------------------------------
                                    Michael S. McFarland, M.D.
                                    Director
INDEX TO EXHIBITS

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

4.1                     1997 Stock Option Plan

5.1                     Opinion of Holleb & Coff (Counsel to the
                        Registrant) as to legality of the securities 
                        being registered herewith

23.1                    Consent of PricewaterhouseCoopers, LLP,
                        Independent Accountants

23.2                    Consent of Ernst & Young, L.L.P., 
                        Former Independent Auditors

23.3                    Consent of Holleb & Coff (included in Exhibit 5.1)

24                      Power of Attorney (included on signature page)