<PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON            , 1995
                                                               -----------
                                                 REGISTRATION NO. 33-  
                                                                      ----------
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                    IMP, INC.
             (Exact name of Registrant as specified in its charter)

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

         Delaware                                               94-2722142
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                             2830 North First Street
                           San Jose, California 95134

               (Address of principal executive offices) (zip code)

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

                                    IMP, INC.
                           IMP, INC. STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                               Barry M. Carrington
                      President and Chief Executive Officer
                                    IMP, INC.
                       2830 North First Street, San Jose,
                             California 95134 (408)
                                    432-9100
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
==================================================================================================================================
<CAPTION>
                                                             Proposed               Proposed
                                                          maximum offering           maximum
         Title of securities              Amount to be       price per              aggregate            Amount of
          to be registered                registered(1)       share(2)          offering price(2)    registration fee
------------------------------------      -------------  ------------------     -----------------    ----------------
<S>                                         <C>               <C>               <C>                  <C>
Options to Purchase Common Stock            500,000             N/A                    N/A                 N/A

Common Stock, $.001 par value               500,000           $7.1875             $3,593,750.00         $1239.22

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

(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the IMP, Inc. Stock Option Plan by reason
    of any stock dividend, stock split, recapitalization or any other similar
    transaction without receipt of consideration which results in an increase in
    the number of outstanding shares of Common Stock of IMP, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low prices for the Common Stock of IMP, Inc. on September 13, 1995 as
    reported by the Nasdaq National Market.


<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                IMP, Inc. ("Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

         (a)    Registrant's Annual Report on Form 10-K for the fiscal year
                ended March 26, 1995;

         (b)    Registrant's Quarterly Report on Form 10-Q for the quarter ended
                June 25, 1995, as amended by Form 10-Q/A filed on August 9,
                1995;

         (c)    Registrant's Registration Statement No. 33-15858 on Form 8-A
                filed with the SEC on May 13, 1987, as amended by Amendment No.
                1 filed on June 30, 1987 pursuant to Section 12 of the
                Securities and Exchange Act of 1934 (the "1934 Act") in which
                there is described the terms, rights and provisions applicable
                to Registrant's outstanding Common Stock.

                All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and 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 this Registration Statement and to be a part
hereof from the date of filing of 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

         Under Section 145 of the Delaware General Corporation Law ("Delaware
Law"), the Registrant has broad powers to indemnify its directors and officers
against liabilities they may incur in such capacities, including liabilities
under the Securities Act of 1933, as amended (the "1933 Act"). The Registrant's
Bylaws provide that the Registrant will indemnify its directors and officers to
the fullest extent permitted by law and require the Registrant to advance
litigation expenses upon receipt by the Registrant of an undertaking by the
director or officer to repay such advances if it is ultimately determined that
the director or officer is not entitled to indemnification. The Bylaws further
provide that rights conferred under such Bylaws shall not be deemed to be
exclusive of any other right such persons may have or acquire under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

         The Registrant's Certificate of Incorporation provides that, pursuant
to Delaware Law, its directors shall not be liable for monetary damages for
breach of the director's fiduciary duty of care to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware Law. In addition, each director will continue to be subject to
liability for





                                     II-1.
<PAGE>   3

breach of the director's duty of loyalty to the Registrant or its stockholders,
for acts or omissions not in good faith or involving intentional misconduct or
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware Law. The provision also does not
effect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

         In addition, the Registrant has entered into agreements to indemnify
its directors and certain of its officers in addition to the indemnification
provided for in the Certificate of Incorporation and Bylaws. These agreements
will, among other things, indemnify the Registrant's directors and certain of
its officers for certain expenses (including attorneys' fees), judgments, fines
and settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any other company or enterprise that the person provides services to at the
request of the Registrant.

Item 7.  Exemption from Registration Claimed

                Not Applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
  Exhibit Number    Exhibit
  --------------    -------
       <S>          <C>                                                             
       5            Opinion and consent of Brobeck, Phleger & Harrison.
       23.1         Consent of Independent Auditors - Price Waterhouse LLP.
       23.2         Consent of Brobeck, Phleger & Harrison is contained in
                    Exhibit 5.
       24           Power of Attorney. Reference is made to page II.4 of this
                    Registration Statement.
       99.1         IMP, Inc. Stock Option Plan.
       99.2         Form of Notice of Grant with Option Agreement to be
                    generally used in connection with the automatic grant
                    program of the Stock Option Plan.
       99.3         Form of Stock Purchase Agreement to be generally used in
                    connection with the automatic grant program of the Stock
                    Option Plan.
       99.4         Form of Notice of Grant with Option Agreement to be
                    generally used in connection with the Stock Option Plan
                    (incorporated by reference to Exhibit No. 28.2 of
                    Registration Statement No. 33-65578).
       99.5         Form of Notice of Grant with Option Agreement - Officer to
                    be generally used in connection with the Stock Option Plan
                    (incorporated by reference to Exhibit No. 28.3 of
                    Registration Statement No. 33-65578).
</TABLE>


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 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that
are incorporated by reference into


                                     II-2.
<PAGE>   4

the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 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 IMP, Inc. Stock Option Plan.

                    B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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 1933 Act may be permitted to directors, officers or controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of 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, 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 1933 Act, and
will be governed by the final adjudication of such issue.





                                     II-3.
<PAGE>   5

                                   SIGNATURES

                    Pursuant to the requirements of the 1933 Act, 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 San Jose, State of California, on           , 1995.

                                     IMP, INC.


                                     By: /s/ Barry M. Carrington
                                        ----------------------------------------
                                        Barry M. Carrington, President, Chief
                                        Executive Officer and Director


                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                    That the undersigned officers and directors of IMP, Inc., a
Delaware corporation, do hereby constitute and appoint Barry M. Carrington and
Charles Isherwood, and each of them, the lawful attorneys-in-fact and agents,
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the 1933 Act, and any rules or regulations or requirements of the
SEC in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post- effective, and supplements to this
Registration Statement and to any and all instruments or documents filed as part
of or in conjunction with this Registration Statement or to amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                    IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney as of the date indicated.

                    Pursuant to the requirements of the 1933 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/ Barry M. Carrington        President, Chief Executive Officer                         , 1995
------------------------       (Principal Executive Officer) and Director       ----------
Barry M. Carrington

/s/ Charles S. Isherwood       Vice President, Chief Financial Officer                    , 1995
------------------------       (Principal Financial Officer), Secretary         ----------
Charles S. Isherwood           and Sr. Vice President, Corporate Services
</TABLE>



                                     II-4.
<PAGE>   6

<TABLE>
<S>                              <C>                                            <C> 
/s/George Rassam                 Controller (Principal Accounting Officer)                , 1995
---------------------------                                                     ----------
George Rassam


/s/Zvi Grinfas                   Director                                                 , 1995
---------------------------                                                     ----------
Zvi Grinfas


/s/Peter D. Olson                Director                                                 , 1995
---------------------------                                                     ----------
Peter D. Olson


/s/Bernard V. Vonderschmitt      Director                                                 , 1995
---------------------------                                                     ----------
Bernard V. Vonderschmitt
</TABLE>





                                     II-5.
<PAGE>   7


                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                    IMP, INC.

<PAGE>   8
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
   Exhibit
    Number          Exhibit
   -------          -------
<S>                 <C>                                                               
     5              Opinion and consent of Brobeck, Phleger & Harrison.

     23.1           Consent of Independent Auditors - Price Waterhouse LLP.

     23.2           Consent of Brobeck, Phleger & Harrison is contained in
                    Exhibit 5.

     24             Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

     99.1           IMP, Inc. Stock Option Plan.

     99.2           Form of Notice of Grant with Option Agreement to be
                    generally used in connection with the automatic grant
                    program of the Stock Option Plan.

     99.3           Form of Stock Purchase Agreement to be generally used in
                    connection with the automatic grant program of the Stock
                    Option Plan.

     99.4           Form of Notice of Grant with Option Agreement to be
                    generally used in connection with the Stock Option Plan
                    (incorporated by reference to Exhibit No. 28.2 of
                    Registration Statement No. 33-65578).

     99.5           Form of Notice of Grant with Option Agreement - Officer to
                    be generally used in connection with the Stock Option Plan
                    (incorporated by reference to Exhibit No. 28.3 of
                    Registration Statement No. 33-65578).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "IMP, INC. FORM S-8", "secsgml_size_bytes": 19953}]
{"company-data": {"conformed-name": "IMP INC", "cik": "0000812927", "assigned-sic": "3674", "irs-number": "942722142", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62751", "film-number": "95574843"}, "business-address": {"street1": "2830 N FIRST ST", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4084329100"}, "mail-address": {"street1": "2830 N FIRST STREET", "city": "SAN JOSE", "state": "CA", "zip": "95134"}, "former-company": {"former-conformed-name": "INTERNATIONAL MICROELECTRONIC PRODUCTS INC", "date-changed": "19920703"}}
1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON            , 1995
                                                               -----------
                                                 REGISTRATION NO. 33-  
                                                                      ----------
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                    IMP, INC.
             (Exact name of Registrant as specified in its charter)

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

         Delaware                                               94-2722142
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                             2830 North First Street
                           San Jose, California 95134

               (Address of principal executive offices) (zip code)

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

                                    IMP, INC.
                           IMP, INC. STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                               Barry M. Carrington
                      President and Chief Executive Officer
                                    IMP, INC.
                       2830 North First Street, San Jose,
                             California 95134 (408)
                                    432-9100
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

==================================================================================================================================
Proposed               Proposed
                                                          maximum offering           maximum
         Title of securities              Amount to be       price per              aggregate            Amount of
          to be registered                registered(1)       share(2)          offering price(2)    registration fee
------------------------------------      -------------  ------------------     -----------------    ----------------
Options to Purchase Common Stock            500,000             N/A                    N/A                 N/A

Common Stock, $.001 par value               500,000           $7.1875             $3,593,750.00         $1239.22

==================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the IMP, Inc. Stock Option Plan by reason
    of any stock dividend, stock split, recapitalization or any other similar
    transaction without receipt of consideration which results in an increase in
    the number of outstanding shares of Common Stock of IMP, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low prices for the Common Stock of IMP, Inc. on September 13, 1995 as
    reported by the Nasdaq National Market.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                IMP, Inc. ("Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

         (a)    Registrant's Annual Report on Form 10-K for the fiscal year
                ended March 26, 1995;

         (b)    Registrant's Quarterly Report on Form 10-Q for the quarter ended
                June 25, 1995, as amended by Form 10-Q/A filed on August 9,
                1995;

         (c)    Registrant's Registration Statement No. 33-15858 on Form 8-A
                filed with the SEC on May 13, 1987, as amended by Amendment No.
                1 filed on June 30, 1987 pursuant to Section 12 of the
                Securities and Exchange Act of 1934 (the "1934 Act") in which
                there is described the terms, rights and provisions applicable
                to Registrant's outstanding Common Stock.

                All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and 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 this Registration Statement and to be a part
hereof from the date of filing of 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

         Under Section 145 of the Delaware General Corporation Law ("Delaware
Law"), the Registrant has broad powers to indemnify its directors and officers
against liabilities they may incur in such capacities, including liabilities
under the Securities Act of 1933, as amended (the "1933 Act"). The Registrant's
Bylaws provide that the Registrant will indemnify its directors and officers to
the fullest extent permitted by law and require the Registrant to advance
litigation expenses upon receipt by the Registrant of an undertaking by the
director or officer to repay such advances if it is ultimately determined that
the director or officer is not entitled to indemnification. The Bylaws further
provide that rights conferred under such Bylaws shall not be deemed to be
exclusive of any other right such persons may have or acquire under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

         The Registrant's Certificate of Incorporation provides that, pursuant
to Delaware Law, its directors shall not be liable for monetary damages for
breach of the director's fiduciary duty of care to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware Law. In addition, each director will continue to be subject to
liability for

                                     II-1.
3

breach of the director's duty of loyalty to the Registrant or its stockholders,
for acts or omissions not in good faith or involving intentional misconduct or
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware Law. The provision also does not
effect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

         In addition, the Registrant has entered into agreements to indemnify
its directors and certain of its officers in addition to the indemnification
provided for in the Certificate of Incorporation and Bylaws. These agreements
will, among other things, indemnify the Registrant's directors and certain of
its officers for certain expenses (including attorneys' fees), judgments, fines
and settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any other company or enterprise that the person provides services to at the
request of the Registrant.

Item 7.  Exemption from Registration Claimed

                Not Applicable.

Item 8.  Exhibits
Exhibit Number    Exhibit
  --------------    -------
5            Opinion and consent of Brobeck, Phleger & Harrison.
       23.1         Consent of Independent Auditors - Price Waterhouse LLP.
       23.2         Consent of Brobeck, Phleger & Harrison is contained in
                    Exhibit 5.
       24           Power of Attorney. Reference is made to page II.4 of this
                    Registration Statement.
       99.1         IMP, Inc. Stock Option Plan.
       99.2         Form of Notice of Grant with Option Agreement to be
                    generally used in connection with the automatic grant
                    program of the Stock Option Plan.
       99.3         Form of Stock Purchase Agreement to be generally used in
                    connection with the automatic grant program of the Stock
                    Option Plan.
       99.4         Form of Notice of Grant with Option Agreement to be
                    generally used in connection with the Stock Option Plan
                    (incorporated by reference to Exhibit No. 28.2 of
                    Registration Statement No. 33-65578).
       99.5         Form of Notice of Grant with Option Agreement - Officer to
                    be generally used in connection with the Stock Option Plan
                    (incorporated by reference to Exhibit No. 28.3 of
                    Registration Statement No. 33-65578).
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 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that
are incorporated by reference into

                                     II-2.
4

the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 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 IMP, Inc. Stock Option Plan.

                    B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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 1933 Act may be permitted to directors, officers or controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of 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, 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 1933 Act, and
will be governed by the final adjudication of such issue.

                                     II-3.
5

                                   SIGNATURES

                    Pursuant to the requirements of the 1933 Act, 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 San Jose, State of California, on           , 1995.

                                     IMP, INC.

                                     By: /s/ Barry M. Carrington
                                        ----------------------------------------
                                        Barry M. Carrington, President, Chief
                                        Executive Officer and Director

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                    That the undersigned officers and directors of IMP, Inc., a
Delaware corporation, do hereby constitute and appoint Barry M. Carrington and
Charles Isherwood, and each of them, the lawful attorneys-in-fact and agents,
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the 1933 Act, and any rules or regulations or requirements of the
SEC in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post- effective, and supplements to this
Registration Statement and to any and all instruments or documents filed as part
of or in conjunction with this Registration Statement or to amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                    IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney as of the date indicated.

                    Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                      TITLE                                                DATE
---------                      -----                                                ----
/s/ Barry M. Carrington        President, Chief Executive Officer                         , 1995
------------------------       (Principal Executive Officer) and Director       ----------
Barry M. Carrington

/s/ Charles S. Isherwood       Vice President, Chief Financial Officer                    , 1995
------------------------       (Principal Financial Officer), Secretary         ----------
Charles S. Isherwood           and Sr. Vice President, Corporate Services
II-4.
6
/s/George Rassam                 Controller (Principal Accounting Officer)                , 1995
---------------------------                                                     ----------
George Rassam

/s/Zvi Grinfas                   Director                                                 , 1995
---------------------------                                                     ----------
Zvi Grinfas

/s/Peter D. Olson                Director                                                 , 1995
---------------------------                                                     ----------
Peter D. Olson

/s/Bernard V. Vonderschmitt      Director                                                 , 1995
---------------------------                                                     ----------
Bernard V. Vonderschmitt
II-5.
7

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                    IMP, INC.
8
                                  EXHIBIT INDEX
Exhibit
    Number          Exhibit
   -------          -------
5              Opinion and consent of Brobeck, Phleger & Harrison.

     23.1           Consent of Independent Auditors - Price Waterhouse LLP.

     23.2           Consent of Brobeck, Phleger & Harrison is contained in
                    Exhibit 5.

     24             Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

     99.1           IMP, Inc. Stock Option Plan.

     99.2           Form of Notice of Grant with Option Agreement to be
                    generally used in connection with the automatic grant
                    program of the Stock Option Plan.

     99.3           Form of Stock Purchase Agreement to be generally used in
                    connection with the automatic grant program of the Stock
                    Option Plan.

     99.4           Form of Notice of Grant with Option Agreement to be
                    generally used in connection with the Stock Option Plan
                    (incorporated by reference to Exhibit No. 28.2 of
                    Registration Statement No. 33-65578).

     99.5           Form of Notice of Grant with Option Agreement - Officer to
                    be generally used in connection with the Stock Option Plan
                    (incorporated by reference to Exhibit No. 28.3 of
                    Registration Statement No. 33-65578).