================================================================================
     As filed with the Securities and Exchange Commission on May 27, 1999
                                                      Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                        ADVANCED ENERGY INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                         84-0846841
      (State or other jurisdiction of           (I.R.S. Employer
       incorporation or organization)           Identification No.)

              1625 SHARP POINT DRIVE, FORT COLLINS, COLORADO 80525
          (Address, including zip code, of principal executive offices)

                             1995 STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 RICHARD P. BECK
                        ADVANCED ENERGY INDUSTRIES, INC.
                             1625 SHARP POINT DRIVE
                          FORT COLLINS, COLORADO 80525
                                 (970) 221-4670
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                              ---------------------
                                 WITH COPIES TO:
                               CARISSA C. W. COZE
                            THELEN REID & PRIEST LLP
                       TWO EMBARCADERO CENTER, SUITE 2100
                      SAN FRANCISCO, CALIFORNIA 94111-3995

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                Proposed maximum        Proposed maximum
       Title of securities to be            Amount to be         offering price        aggregate offering        Amount of
              registered                   registered (1)         per share (2)            price (2)          registration fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                    <C>
Common Stock, $0.001 par value.......         1,000,000              $25.25              $25,250,000.00         $7,019.50
================================================================================================================================

(1)      The maximum number of additional shares of Common Stock to be offered
         under the 1995 Stock Option Plan. Does not include 4,625,000 previously
         registered shares offered or to be offered under such plan.

(2)      Estimated solely for the purpose of determining the registration fee in
         accordance with Rule 457(h) under the Securities Act of 1933, as
         amended. The above calculation is based on the average of the reported
         high and low prices of the Common Stock on the Nasdaq National Market
         on May 25, 1999.

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

</TABLE>

<PAGE>




          INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE

           This registration statement is filed to register 1,000,000 shares of
common stock of Advanced Energy Industries, Inc. ("AE"), which shares are
authorized to be issued pursuant to AE's 1995 Stock Option Plan, as amended (the
"Plan"). A registration statement on Form S-8 (File No. 333-01616) with respect
to 3,500,000 shares of Common Stock authorized to be issued pursuant to Plan was
filed by AE on February 23, 1996; and a registration statement on Form S-8 (File
No. 333-57233) with respect to 1,125,000 shares of Common Stock authorized to be
issued pursuant to Plan was filed by AE on June 19, 1998. Except for Part II,
Items 3, 6, 8 and 9, which are set forth below, the contents of such earlier
registration statements are hereby incorporated by reference.



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by AE are specifically incorporated by reference
herein and form an integral part of this registration statement:

          (a)  Annual Report on Form 10-K for the year ended December 31, 1998,
               filed March 24, 1999 (File No. 000-26966);

          (b)  All other reports filed 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 covered by document referred to
               in (a) above; and

          (c)  The description of the common stock of AE contained in the
               registration statement on Form 8-A, filed by AE under the
               Exchange Act on October 12, 1995, including any amendment or
               report filed for the purpose of updating such description.

         All reports and other documents subsequently filed by AE with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such reports and other documents (except that no
document shall be deemed to be incorporated by reference if filed after the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold).

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by the Delaware General Corporation Law ("GCL"), AE's
Restated Certificate of Incorporation, as amended ("Certificate"), provides that

                                        1
<PAGE>

no director shall be personally liable to AE or any stockholder for monetary
damages for breach of fiduciary duty as a director, except for liability: (i)
for any breach of the duty of loyalty to AE or its stockholders; (ii) for acts
or omissions not in good faith or involving intentional misconduct or a knowing
violation of the law; (iii) arising from payment of dividends or approval of a
stock purchase in violation of Section 174 of the GCL; or (iv) for any action
from which the director derived an improper personal benefit. While the
Certificate provides protection from awards for monetary damages for breaches of
the duty of care, it does not eliminate the director's duty of care.
Accordingly, the Certificate will not affect the availability of equitable
remedies, such as an injunction, based on a director's breach of the duty of
care. The provisions of the Certificate described above apply to officers of AE
only if they are directors of AE and are acting in their capacity as directors,
and does not apply to officers of AE who are not directors.

         In addition, AE's By-laws provide that AE shall indemnify its Executive
Officers (as defined in Rule 3b-7 promulgated under the Exchange Act) and
directors, and any employee who serves as an Executive Officer or director of
any corporation at AE's request, to the fullest extent permitted under and in
accordance with the GCL; provided, however, that AE may modify the extent of
such indemnification by individual contracts with its Executive Officers and
directors; and, provided further, that AE shall not be required to indemnify any
Executive Officer or director in connection with any proceeding (or part
thereof) initiated by such person unless: (i) such indemnification is expressly
required to be made by law; (ii) the proceeding was authorized by the directors
of AE; (iii) such indemnification is provided by AE, in its sole discretion,
pursuant to the powers vested in AE under the GCL; or (iv) such indemnification
is required to be made under Article XI, Section 43, Subsection (d) of AE's
By-Laws. Under the GCL, directors and officers as well as employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation as a
derivative action) if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.

         AE maintains a policy of directors' and officers' liability insurance
that insures AE's directors and officers against the cost of defense, settlement
or payment of a judgment under certain circumstances.

                                      2

<PAGE>


ITEM 8.  EXHIBITS

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

          4.1       AE's Restated Certificate of Incorporation, as amended

          4.2       AE's Bylaws (incorporated by reference to AE's registration
                    statement on Form S-1, File No. 33-97188, filed September
                    20, 1995, as amended)

          5         Opinion of Counsel

          23.1      Consent of Counsel (included in Exhibit 5)

          23.2      Consent of Arthur Andersen LLP

          23.3      Consent of KPMG LLP

          24        Power of Attorney (included on the signature pages to this
                    registration statement)


EXHIBIT 9.  UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

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

                    (i)        To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933, as amended (the
               "Securities Act");

                    (ii)      To reflect in the prospectus any facts or events
               arising after the effective date of this registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement;

                    (iii)      To include any material information with respect
               to the plan of distribution not previously disclosed in this
               registration statement or any material change to such information
               in this registration statement;

                                         3

<PAGE>


               provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
               not apply if the information required to be included in a
               post-effective amendment by such paragraphs is contained in one
               or more periodic reports filed with or furnished to the
               Commission by the registrant pursuant to Section 13 or 15(d) of
               the Exchange Act that are incorporated by reference in this
               registration statement.

               (2)        That, for the purpose of determining any liability
          under the Securities Act, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

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

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

         (h)        Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       4

<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 Fort Collins, State of Colorado, on the 27th
day of May, 1999.

                                                Advanced Energy Industries, Inc.



                                                By: /s/ Douglas S. Schatz
                                                    ----------------------------
                                                    Douglas S. Schatz
                                                    Chairman of the Board, Chief
                                                       Executive Officer and
                                                       President



                                POWER OF ATTORNEY

         Each person whose signature appears below hereby appoints Douglas S.
Schatz, Hollis L. Caswell and Richard P. Beck, and each of them severally,
acting alone and without the other, his true and lawful attorney-in-fact with
authority to execute in the name of each such person, and to file with the
Securities and Exchange Commission, together with any exhibits thereto and other
documents therewith, any and all amendments (including without limitation
post-effective amendments) to this registration statement necessary or advisable
to enable the registrant to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, which amendments may make such changes in this
registration statement as the aforesaid attorney-in-fact deems appropriate.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.


Dated:  May 27,1999
                                   /s/ Douglas S. Schatz
                                   ---------------------------------------
                                   Douglas S. Schatz
                                   Chairman of the Board, Chief Executive
                                        Officer and President
                                  (Principal Executive Officer)


                                     5

<PAGE>

Dated:  May 27, 1999               /s/ Richard P. Beck
                                   ____________________________________________
                                   Richard P. Beck
                                   Senior Vice President and Chief Financial
                                        Officer and Director
                                   (Principal Financial and Accounting Officer)



Dated:  May 27, 1999
                                   ____________________________________________
                                   G. Brent Backman
                                   Director



Dated:  May 27, 1999
                                   ____________________________________________
                                   Hollis L. Caswell
                                   Director



Dated:  May 27, 1999               /s/ Arthur A. Noeth
                                   ____________________________________________
                                   Arthur A. Noeth
                                   Director



Dated:  May 27, 1999               /s/ Elwood Spedden
                                   ____________________________________________
                                   Elwood Spedden
                                   Director



Dated:  May 27, 1999               /s/ Gerald M. Starek
                                   ____________________________________________
                                   Gerald M. Starek
                                   Director



Dated:  May 27, 1999               /s/ Arthur W. Zafiropoulo
                                   ____________________________________________
                                   Arthur W. Zafiropoulo
                                   Director

                                    6

<PAGE>




                                   EXHIBIT INDEX

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

    4.1      AE's Restated Certificate of Incorporation, as amended

    4.2      AE's Bylaws  (incorporated  by  reference to AE's  registration
             statement on Form S-1, File No. 33-97188, filed September 20, 1995,
             as amended)

    5        Opinion of Counsel

    23.1     Consent of Counsel (included in Exhibit 5)

    23.2     Consent of Arthur Andersen LLP

    23.3     Consent of KPMG LLP

    24       Power of Attorney (included on the signature pages to this
             registration statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19966}]
{"company-data": {"conformed-name": "ADVANCED ENERGY INDUSTRIES INC", "cik": "0000927003", "assigned-sic": "3679", "irs-number": "840846841", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79425", "film-number": "99636009"}, "business-address": {"street1": "1625 SHARP POINT DR", "city": "FT COLLINS", "state": "CO", "zip": "80525", "phone": "9702214670"}, "mail-address": {"street1": "SHARP POINT DRIVE", "city": "FORT COLLINS", "state": "CO", "zip": "80525"}}
================================================================================
     As filed with the Securities and Exchange Commission on May 27, 1999
                                                      Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                        ADVANCED ENERGY INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                         84-0846841
      (State or other jurisdiction of           (I.R.S. Employer
       incorporation or organization)           Identification No.)

              1625 SHARP POINT DRIVE, FORT COLLINS, COLORADO 80525
          (Address, including zip code, of principal executive offices)

                             1995 STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 RICHARD P. BECK
                        ADVANCED ENERGY INDUSTRIES, INC.
                             1625 SHARP POINT DRIVE
                          FORT COLLINS, COLORADO 80525
                                 (970) 221-4670
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                              ---------------------
                                 WITH COPIES TO:
                               CARISSA C. W. COZE
                            THELEN REID & PRIEST LLP
                       TWO EMBARCADERO CENTER, SUITE 2100
                      SAN FRANCISCO, CALIFORNIA 94111-3995

                              --------------------
CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                Proposed maximum        Proposed maximum
       Title of securities to be            Amount to be         offering price        aggregate offering        Amount of
              registered                   registered (1)         per share (2)            price (2)          registration fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value.......         1,000,000              $25.25              $25,250,000.00         $7,019.50
================================================================================================================================

(1)      The maximum number of additional shares of Common Stock to be offered
         under the 1995 Stock Option Plan. Does not include 4,625,000 previously
         registered shares offered or to be offered under such plan.

(2)      Estimated solely for the purpose of determining the registration fee in
         accordance with Rule 457(h) under the Securities Act of 1933, as
         amended. The above calculation is based on the average of the reported
         high and low prices of the Common Stock on the Nasdaq National Market
         on May 25, 1999.

=================================================================================================================================
INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE

           This registration statement is filed to register 1,000,000 shares of
common stock of Advanced Energy Industries, Inc. ("AE"), which shares are
authorized to be issued pursuant to AE's 1995 Stock Option Plan, as amended (the
"Plan"). A registration statement on Form S-8 (File No. 333-01616) with respect
to 3,500,000 shares of Common Stock authorized to be issued pursuant to Plan was
filed by AE on February 23, 1996; and a registration statement on Form S-8 (File
No. 333-57233) with respect to 1,125,000 shares of Common Stock authorized to be
issued pursuant to Plan was filed by AE on June 19, 1998. Except for Part II,
Items 3, 6, 8 and 9, which are set forth below, the contents of such earlier
registration statements are hereby incorporated by reference.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by AE are specifically incorporated by reference
herein and form an integral part of this registration statement:

          (a)  Annual Report on Form 10-K for the year ended December 31, 1998,
               filed March 24, 1999 (File No. 000-26966);

          (b)  All other reports filed 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 covered by document referred to
               in (a) above; and

          (c)  The description of the common stock of AE contained in the
               registration statement on Form 8-A, filed by AE under the
               Exchange Act on October 12, 1995, including any amendment or
               report filed for the purpose of updating such description.

         All reports and other documents subsequently filed by AE with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such reports and other documents (except that no
document shall be deemed to be incorporated by reference if filed after the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold).

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by the Delaware General Corporation Law ("GCL"), AE's
Restated Certificate of Incorporation, as amended ("Certificate"), provides that

                                        1
no director shall be personally liable to AE or any stockholder for monetary
damages for breach of fiduciary duty as a director, except for liability: (i)
for any breach of the duty of loyalty to AE or its stockholders; (ii) for acts
or omissions not in good faith or involving intentional misconduct or a knowing
violation of the law; (iii) arising from payment of dividends or approval of a
stock purchase in violation of Section 174 of the GCL; or (iv) for any action
from which the director derived an improper personal benefit. While the
Certificate provides protection from awards for monetary damages for breaches of
the duty of care, it does not eliminate the director's duty of care.
Accordingly, the Certificate will not affect the availability of equitable
remedies, such as an injunction, based on a director's breach of the duty of
care. The provisions of the Certificate described above apply to officers of AE
only if they are directors of AE and are acting in their capacity as directors,
and does not apply to officers of AE who are not directors.

         In addition, AE's By-laws provide that AE shall indemnify its Executive
Officers (as defined in Rule 3b-7 promulgated under the Exchange Act) and
directors, and any employee who serves as an Executive Officer or director of
any corporation at AE's request, to the fullest extent permitted under and in
accordance with the GCL; provided, however, that AE may modify the extent of
such indemnification by individual contracts with its Executive Officers and
directors; and, provided further, that AE shall not be required to indemnify any
Executive Officer or director in connection with any proceeding (or part
thereof) initiated by such person unless: (i) such indemnification is expressly
required to be made by law; (ii) the proceeding was authorized by the directors
of AE; (iii) such indemnification is provided by AE, in its sole discretion,
pursuant to the powers vested in AE under the GCL; or (iv) such indemnification
is required to be made under Article XI, Section 43, Subsection (d) of AE's
By-Laws. Under the GCL, directors and officers as well as employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation as a
derivative action) if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.

         AE maintains a policy of directors' and officers' liability insurance
that insures AE's directors and officers against the cost of defense, settlement
or payment of a judgment under certain circumstances.

                                      2
ITEM 8.  EXHIBITS

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

          4.1       AE's Restated Certificate of Incorporation, as amended

          4.2       AE's Bylaws (incorporated by reference to AE's registration
                    statement on Form S-1, File No. 33-97188, filed September
                    20, 1995, as amended)

          5         Opinion of Counsel

          23.1      Consent of Counsel (included in Exhibit 5)

          23.2      Consent of Arthur Andersen LLP

          23.3      Consent of KPMG LLP

          24        Power of Attorney (included on the signature pages to this
                    registration statement)

EXHIBIT 9.  UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

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

                    (i)        To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933, as amended (the
               "Securities Act");

                    (ii)      To reflect in the prospectus any facts or events
               arising after the effective date of this registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement;

                    (iii)      To include any material information with respect
               to the plan of distribution not previously disclosed in this
               registration statement or any material change to such information
               in this registration statement;

                                         3
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
               not apply if the information required to be included in a
               post-effective amendment by such paragraphs is contained in one
               or more periodic reports filed with or furnished to the
               Commission by the registrant pursuant to Section 13 or 15(d) of
               the Exchange Act that are incorporated by reference in this
               registration statement.

               (2)        That, for the purpose of determining any liability
          under the Securities Act, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

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

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

         (h)        Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
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 Fort Collins, State of Colorado, on the 27th
day of May, 1999.

                                                Advanced Energy Industries, Inc.

                                                By: /s/ Douglas S. Schatz
                                                    ----------------------------
                                                    Douglas S. Schatz
                                                    Chairman of the Board, Chief
                                                       Executive Officer and
                                                       President

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby appoints Douglas S.
Schatz, Hollis L. Caswell and Richard P. Beck, and each of them severally,
acting alone and without the other, his true and lawful attorney-in-fact with
authority to execute in the name of each such person, and to file with the
Securities and Exchange Commission, together with any exhibits thereto and other
documents therewith, any and all amendments (including without limitation
post-effective amendments) to this registration statement necessary or advisable
to enable the registrant to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, which amendments may make such changes in this
registration statement as the aforesaid attorney-in-fact deems appropriate.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

Dated:  May 27,1999
                                   /s/ Douglas S. Schatz
                                   ---------------------------------------
                                   Douglas S. Schatz
                                   Chairman of the Board, Chief Executive
                                        Officer and President
                                  (Principal Executive Officer)

                                     5
Dated:  May 27, 1999               /s/ Richard P. Beck
                                   ____________________________________________
                                   Richard P. Beck
                                   Senior Vice President and Chief Financial
                                        Officer and Director
                                   (Principal Financial and Accounting Officer)

Dated:  May 27, 1999
                                   ____________________________________________
                                   G. Brent Backman
                                   Director

Dated:  May 27, 1999
                                   ____________________________________________
                                   Hollis L. Caswell
                                   Director

Dated:  May 27, 1999               /s/ Arthur A. Noeth
                                   ____________________________________________
                                   Arthur A. Noeth
                                   Director

Dated:  May 27, 1999               /s/ Elwood Spedden
                                   ____________________________________________
                                   Elwood Spedden
                                   Director

Dated:  May 27, 1999               /s/ Gerald M. Starek
                                   ____________________________________________
                                   Gerald M. Starek
                                   Director

Dated:  May 27, 1999               /s/ Arthur W. Zafiropoulo
                                   ____________________________________________
                                   Arthur W. Zafiropoulo
                                   Director

                                    6
EXHIBIT INDEX

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

    4.1      AE's Restated Certificate of Incorporation, as amended

    4.2      AE's Bylaws  (incorporated  by  reference to AE's  registration
             statement on Form S-1, File No. 33-97188, filed September 20, 1995,
             as amended)

    5        Opinion of Counsel

    23.1     Consent of Counsel (included in Exhibit 5)

    23.2     Consent of Arthur Andersen LLP

    23.3     Consent of KPMG LLP

    24       Power of Attorney (included on the signature pages to this
             registration statement)