===============================================================================
    As filed with the Securities and Exchange Commission on October 30, 1998.

                                                  Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                      PACIFIC AEROSPACE & ELECTRONICS, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Washington                                            91-1744587
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

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

                              430 Olds Station Road
                           Wenatchee, Washington 98801
                    (Address of Principal Executive Offices)

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

                      PACIFIC AEROSPACE & ELECTRONICS, INC.
                        1997 EMPLOYEE STOCK PURCHASE PLAN

                              (Full Title of Plan)
                               ------------------

                    Donald A. Wright, Chief Executive Officer
                      PACIFIC AEROSPACE & ELECTRONICS, INC.
                             430 Olds Stations Road
                           Wenatchee, Washington 98801
                     (Name and Address of Agent for Service)

                                 (509) 667-9600
          (Telephone Number, Including Area Code, of Agent for Service)

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

<TABLE>
<CAPTION>
                         Calculation of Registration Fee
========================================================================================
                                     Proposed Maximum   Proposed Maximum    Amount of
Title of Securities   Amount to be   Offering Price     Aggregate           Registration
to be Registered      Registered     Per Share          Offering Price(1)   Fee
-------------------   ------------   ----------------   -----------------   ------------
<S>                   <C>                <C>               <C>                <C>
Common Stock,         1,000,000          1.969(1)          $1,969,000         $547.38
par value
$.001 per share

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, and based
on the average of the high and low prices of the Common Stock as reported on the
Nasdaq National Market on October 27, 1998 by Nasdaq.

========================================================================================
</TABLE>

<PAGE>
                                  INTRODUCTION

     This Registration Statement on Form S-8 is filed by Pacific Aerospace &
Electronics, Inc., a Washington corporation (the "Company") relating to the
1,000,000 shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), issuable upon the sale of Common Stock under the Company's 1997
Employee Stock Purchase Plan (the "Plan").

                                     PART I

Item 1. Plan Information. *

Item 2. Registrant Information and Employee Plan Annual Information. *

*    Information required by Part I of Form S-8 is omitted from this
     Registration Statement in accordance with Rule 428 under the Securities Act
     of 1933, as amended (the "Securities Act"), and the Note to Part I of Form
     S-8.

                                     PART II

Item 3. Incorporation of Documents by Reference.

     The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

     (1) The Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1998.

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1998.

     (3) The Company's Current Reports on Form 8-K filed with the Commission on
July 10, 1998 and August 14, 1998, and amendments to the Company's Current
Reports on Form 8-K/A filed with the Commission on August 26, 1998 and September
21, 1998.

     (4) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year ended May 31, 1998.

     (5) The description of the capital stock contained in the Company's
Registration Statement on Form 8-B filed with the Commission on February 6,
1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
which deregisters all securities remaining unsold, shall

                                       2
<PAGE>
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

     For purposes of this Registration Statement, any statement contained in
this Registration Statement, 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 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 superseded, to constitute a part of this Registration Statement.

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 8 of the Company's Articles of Incorporation authorizes the Company
to indemnify its directors to the fullest extent permitted by the Washington
Business Corporation Act through the adoption of Bylaws, approval of agreements,
or by any other manner approved by the Board of Directors.

     In accordance with such authorization, Section 10 of the Company's Bylaws
("Bylaws") requires indemnification, to the fullest extent permitted by
applicable law, of any person who is or has served as a director or officer of
the Company, as well as any person who, while serving as a director or officer
of the Company, served at the request of the Company as a director, officer,
employee or agent of another entity, against expenses reasonably incurred
because such person was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether formal or
informal, civil, criminal, administrative or investigative.

     Notwithstanding these indemnification obligations, Section 10 of the Bylaws
states that no indemnification will be provided (a) to the extent that such
indemnification would be prohibited by the Washington Business Corporation Act
or other applicable law as then in effect, or (b) except with respect to
proceedings seeking to enforce rights to indemnification, to any director or
officer seeking indemnification in connection with a proceeding initiated by
such person unless such proceeding was authorized by the Board of Directors.

     Section 10 of the Bylaws also provides that expenses incurred in defending
any proceeding in advance of its final disposition shall be advanced by the
Company to the director or officer upon receipt of an undertaking by or on
behalf of such person to repay such amount if it is ultimately determined that
such person is not entitled to be indemnified by the Company, except where the
Board of Directors adopts a resolution expressly disapproving such advancement.

                                        3
<PAGE>
     Section 10 of the Bylaws also authorizes the Board to indemnify and advance
expenses to employees and agents of the Company on the same terms and with the
same scope and effect as the provisions thereof with respect to the
indemnification and advancement of expenses to directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

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

   4.1    Pacific Aerospace & Electronics, Inc. 1997 Employee Stock Purchase
          Plan.(1)
   4.2    Amendment No. 1 to Pacific Aerospace & Electronics, Inc. 1997
          Employee Stock Purchase Plan.(1)
   5.1    Opinion of Stoel Rives LLP.(1)
  23.1    Consent of KPMG Peat Marwick LLP.(1)
  23.2    Consent of Moss Adams LLP.(1)
  23.3    Consent of KPMG Audit plc.(1)
  23.4    Consent of PricewaterhouseCoopers LLP.(1)
  23.5    Consent of Stoel Rives LLP (included in Exhibit 5.1).(1)
  24.1    Power of Attorney.(1)

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

(1) Submitted with this Registration Statement.


Item 9. Undertakings.

     The Company 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:

          (a) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (b) 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) that, individually or together, represent a fundamental
change in the information in this Registration Statement; and

          (c) 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 sub-paragraphs (a) and (b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by

                                       4
<PAGE>
reference from periodic reports filed by the Company pursuant to Section 13
or Section 15(d) of the Exchange Act.

     2. That, for determining liability under the Securities Act, each
post-effective amendment shall be treated as a new registration statement of the
securities offered, and the offering of such securities at that time shall be
treated as the initial bona fide offering.

     3. To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the termination of the offering.

     4. 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 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.

     5. 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 foregoing provisions, 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.

                                       5
<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act, 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 Wenatchee, State of Washington, on October 30, 1998.

                                  PACIFIC AEROSPACE & ELECTRONICS, INC.


                                  By: /s/ DONALD A. WRIGHT
                                      -------------------------------------
                                      Donald A. Wright
                                      Chief Executive Officer and President
                                      (Principal Executive Officer)

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below as of October 30, 1998:

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

     /s/ DONALD A. WRIGHT              Chief Executive Officer, President and
-----------------------------          Director (Principal Executive Officer)
       Donald A. Wright

     /s/ NICK A. GERDE*                Vice President Finance, Chief Financial
-----------------------------          Officer and Treasurer (Principal
       Nick A. Gerde                   Financial and Accounting Officer)

     /s/ ALLEN W. DAHL, M.D.*          Director
-----------------------------
       Allen W. Dahl, M.D.

     /s/ DR. URS DIEBOLD *             Director
-----------------------------
       Dr. Urs Diebold

    /s/ WERNER HAFELFINGER *           Director
-----------------------------
       Werner Hafelfinger

     /s/ DALE L. RASMUSSEN*            Director
-----------------------------
       Dale L. Rasmussen

     /s/ WILLIAM A. WHEELER*           Director
-----------------------------
       William A. Wheeler

*By  /s/ DONALD A. WRIGHT
     ------------------------
         Donald A. Wright
        (Attorney-in-Fact)

                                       6
<PAGE>
                                INDEX TO EXHIBITS


Exhibit
Number     Description
-------    -----------
   4.1     Pacific Aerospace & Electronics, Inc. 1997 Employee Stock Purchase
           Plan. (1)
   4.2     Amendment No. 1 to Pacific Aerospace & Electronics, Inc. 1997
           Employee Stock Purchase Plan. (1)
   5.1     Opinion of Stoel Rives LLP. (1)
  23.1     Consent of KPMG Peat Marwick LLP. (1)
  23.2     Consent of Moss Adams LLP. (1)
  23.3     Consent of KPMG Audit plc. (1)
  23.4     Consent of PricewaterhouseCoopers LLP.(1)
  23.5     Consent of Stoel Rives LLP (included in Exhibit 5.1). (1)
  24.1     Power of Attorney. (1)

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

(1) Submitted with this Registration Statement.

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15546}]
{"company-data": {"conformed-name": "PACIFIC AEROSPACE & ELECTRONICS INC", "cik": "0000790023", "assigned-sic": "3640", "irs-number": "911744587", "state-of-incorporation": "WA", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66469", "film-number": "98734730"}, "business-address": {"street1": "430 OLDS STATION RD", "city": "WENATCHEE", "state": "WA", "zip": "98801", "phone": "5096679600"}, "mail-address": {"street1": "430 OLDS STATION ROAD", "city": "WENATCHEE", "state": "WA", "zip": "98801"}, "former-company": [{"former-conformed-name": "PCT HOLDINGS INC /NV/", "date-changed": "19950223"}, {"former-conformed-name": "VERAZZANA VENTURES LTD", "date-changed": "19920703"}, {"former-conformed-name": "VERAZZANA VENTURES SYSTEMS LTD", "date-changed": "19890618"}]}
===============================================================================
    As filed with the Securities and Exchange Commission on October 30, 1998.

                                                  Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                      PACIFIC AEROSPACE & ELECTRONICS, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Washington                                            91-1744587
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

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

                              430 Olds Station Road
                           Wenatchee, Washington 98801
                    (Address of Principal Executive Offices)

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

                      PACIFIC AEROSPACE & ELECTRONICS, INC.
                        1997 EMPLOYEE STOCK PURCHASE PLAN

                              (Full Title of Plan)
                               ------------------

                    Donald A. Wright, Chief Executive Officer
                      PACIFIC AEROSPACE & ELECTRONICS, INC.
                             430 Olds Stations Road
                           Wenatchee, Washington 98801
                     (Name and Address of Agent for Service)

                                 (509) 667-9600
          (Telephone Number, Including Area Code, of Agent for Service)

                               -------------------
Calculation of Registration Fee
========================================================================================
                                     Proposed Maximum   Proposed Maximum    Amount of
Title of Securities   Amount to be   Offering Price     Aggregate           Registration
to be Registered      Registered     Per Share          Offering Price(1)   Fee
-------------------   ------------   ----------------   -----------------   ------------
Common Stock,         1,000,000          1.969(1)          $1,969,000         $547.38
par value
$.001 per share

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, and based
on the average of the high and low prices of the Common Stock as reported on the
Nasdaq National Market on October 27, 1998 by Nasdaq.

========================================================================================
INTRODUCTION

     This Registration Statement on Form S-8 is filed by Pacific Aerospace &
Electronics, Inc., a Washington corporation (the "Company") relating to the
1,000,000 shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), issuable upon the sale of Common Stock under the Company's 1997
Employee Stock Purchase Plan (the "Plan").

                                     PART I

Item 1. Plan Information. *

Item 2. Registrant Information and Employee Plan Annual Information. *

*    Information required by Part I of Form S-8 is omitted from this
     Registration Statement in accordance with Rule 428 under the Securities Act
     of 1933, as amended (the "Securities Act"), and the Note to Part I of Form
     S-8.

                                     PART II

Item 3. Incorporation of Documents by Reference.

     The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

     (1) The Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1998.

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1998.

     (3) The Company's Current Reports on Form 8-K filed with the Commission on
July 10, 1998 and August 14, 1998, and amendments to the Company's Current
Reports on Form 8-K/A filed with the Commission on August 26, 1998 and September
21, 1998.

     (4) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year ended May 31, 1998.

     (5) The description of the capital stock contained in the Company's
Registration Statement on Form 8-B filed with the Commission on February 6,
1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
which deregisters all securities remaining unsold, shall

                                       2
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

     For purposes of this Registration Statement, any statement contained in
this Registration Statement, 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 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 superseded, to constitute a part of this Registration Statement.

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 8 of the Company's Articles of Incorporation authorizes the Company
to indemnify its directors to the fullest extent permitted by the Washington
Business Corporation Act through the adoption of Bylaws, approval of agreements,
or by any other manner approved by the Board of Directors.

     In accordance with such authorization, Section 10 of the Company's Bylaws
("Bylaws") requires indemnification, to the fullest extent permitted by
applicable law, of any person who is or has served as a director or officer of
the Company, as well as any person who, while serving as a director or officer
of the Company, served at the request of the Company as a director, officer,
employee or agent of another entity, against expenses reasonably incurred
because such person was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether formal or
informal, civil, criminal, administrative or investigative.

     Notwithstanding these indemnification obligations, Section 10 of the Bylaws
states that no indemnification will be provided (a) to the extent that such
indemnification would be prohibited by the Washington Business Corporation Act
or other applicable law as then in effect, or (b) except with respect to
proceedings seeking to enforce rights to indemnification, to any director or
officer seeking indemnification in connection with a proceeding initiated by
such person unless such proceeding was authorized by the Board of Directors.

     Section 10 of the Bylaws also provides that expenses incurred in defending
any proceeding in advance of its final disposition shall be advanced by the
Company to the director or officer upon receipt of an undertaking by or on
behalf of such person to repay such amount if it is ultimately determined that
such person is not entitled to be indemnified by the Company, except where the
Board of Directors adopts a resolution expressly disapproving such advancement.

                                        3
Section 10 of the Bylaws also authorizes the Board to indemnify and advance
expenses to employees and agents of the Company on the same terms and with the
same scope and effect as the provisions thereof with respect to the
indemnification and advancement of expenses to directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

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

   4.1    Pacific Aerospace & Electronics, Inc. 1997 Employee Stock Purchase
          Plan.(1)
   4.2    Amendment No. 1 to Pacific Aerospace & Electronics, Inc. 1997
          Employee Stock Purchase Plan.(1)
   5.1    Opinion of Stoel Rives LLP.(1)
  23.1    Consent of KPMG Peat Marwick LLP.(1)
  23.2    Consent of Moss Adams LLP.(1)
  23.3    Consent of KPMG Audit plc.(1)
  23.4    Consent of PricewaterhouseCoopers LLP.(1)
  23.5    Consent of Stoel Rives LLP (included in Exhibit 5.1).(1)
  24.1    Power of Attorney.(1)

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

(1) Submitted with this Registration Statement.

Item 9. Undertakings.

     The Company 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:

          (a) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (b) 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) that, individually or together, represent a fundamental
change in the information in this Registration Statement; and

          (c) 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 sub-paragraphs (a) and (b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by

                                       4
reference from periodic reports filed by the Company pursuant to Section 13
or Section 15(d) of the Exchange Act.

     2. That, for determining liability under the Securities Act, each
post-effective amendment shall be treated as a new registration statement of the
securities offered, and the offering of such securities at that time shall be
treated as the initial bona fide offering.

     3. To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the termination of the offering.

     4. 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 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.

     5. 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 foregoing provisions, 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.

                                       5
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act, 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 Wenatchee, State of Washington, on October 30, 1998.

                                  PACIFIC AEROSPACE & ELECTRONICS, INC.

                                  By: /s/ DONALD A. WRIGHT
                                      -------------------------------------
                                      Donald A. Wright
                                      Chief Executive Officer and President
                                      (Principal Executive Officer)

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below as of October 30, 1998:

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

     /s/ DONALD A. WRIGHT              Chief Executive Officer, President and
-----------------------------          Director (Principal Executive Officer)
       Donald A. Wright

     /s/ NICK A. GERDE*                Vice President Finance, Chief Financial
-----------------------------          Officer and Treasurer (Principal
       Nick A. Gerde                   Financial and Accounting Officer)

     /s/ ALLEN W. DAHL, M.D.*          Director
-----------------------------
       Allen W. Dahl, M.D.

     /s/ DR. URS DIEBOLD *             Director
-----------------------------
       Dr. Urs Diebold

    /s/ WERNER HAFELFINGER *           Director
-----------------------------
       Werner Hafelfinger

     /s/ DALE L. RASMUSSEN*            Director
-----------------------------
       Dale L. Rasmussen

     /s/ WILLIAM A. WHEELER*           Director
-----------------------------
       William A. Wheeler

*By  /s/ DONALD A. WRIGHT
     ------------------------
         Donald A. Wright
        (Attorney-in-Fact)

                                       6
INDEX TO EXHIBITS

Exhibit
Number     Description
-------    -----------
   4.1     Pacific Aerospace & Electronics, Inc. 1997 Employee Stock Purchase
           Plan. (1)
   4.2     Amendment No. 1 to Pacific Aerospace & Electronics, Inc. 1997
           Employee Stock Purchase Plan. (1)
   5.1     Opinion of Stoel Rives LLP. (1)
  23.1     Consent of KPMG Peat Marwick LLP. (1)
  23.2     Consent of Moss Adams LLP. (1)
  23.3     Consent of KPMG Audit plc. (1)
  23.4     Consent of PricewaterhouseCoopers LLP.(1)
  23.5     Consent of Stoel Rives LLP (included in Exhibit 5.1). (1)
  24.1     Power of Attorney. (1)

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

(1) Submitted with this Registration Statement.

                                       7