<PAGE>
 
As filed with the Securities and Exchange Commission on October 24, 1997
                                                     Registration No. 333-______

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               __________________

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

                              BEI TECHNOLOGIES, INC.
                     -------------------------------------
             (Exact name of registrant as specified in its charter)

    DELAWARE                                            94-3274498
-----------------                          -----------------------------------
(State of incorporation)                   (I.R.S. Employer Identification No.)

                          ONE POST STREET, SUITE 2500
                            SAN FRANCISCO, CA 94104
                                 (415) 956-4477
          -----------------------------------------------------------
         (Address and telephone number of Principal Executive Offices)

                           1997 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                CHARLES CROCKER
                            CHIEF EXECUTIVE OFFICER
                             BEI TECHNOLOGIES, INC.
                          ONE POST STREET, SUITE 2500
                        SAN FRANCISCO, CALIFORNIA 94104
                                  (415) 956-4477
         -------------------------------------------------------------
           (Name, address, including zip codes and telephone number,
                   including area code of agent for service)
                              ____________________


                                  Copies to:
                         CHRISTOPHER A. WESTOVER, ESQ.
                              COOLEY GODWARD LLP
                        ONE MARITIME PLAZA, 20TH FLOOR
                         SAN FRANCISCO, CA  94111-3580

                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
===========================================================================================================
Title of                   Amount         Proposed maximum      Proposed maximum     Amount of registration
securities to be            to be           offering price           aggregate                 fee
registered                registered         per share(1)        offering price(1)
-----------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                    <C>                      <C> 
Common Stock
(par value $.001)      1,139,445 shares     $2.683 to 8.501        $11,542,065              $3,497.25
===========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act of
    1933, as amended. The price per share and aggregate offering price are
    calculated on the basis of (i) $4.9848, the exercise price of 339,445
    outstanding options and (ii) $12.3125, the average of the high and low
    sales price of Registrant's Common Stock on October 22, 1997 as reported on
    the Nasdaq National Market System, for 800,000 shares reserved for
    issuance pursuant to options for which the exercise price is not known.

                                                       Total Number of Pages:  9
                                                   Exhibit Index at Pages: 3 & 7
<PAGE>
 
                                    PART II

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


     The following documents filed by BEI Technologies, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference into this Registration Statement:

     1.   The Company's effective registration statement on Form 10 or 20-F
filed under the Exchange Act containing audited financial statements for the
Company's latest fiscal year.

     2.   All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the fiscal year
covered by the annual reports, the prospectus or the registration statement
referred to in (a) above.

     3.   The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

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


                           DESCRIPTION OF SECURITIES

     Not applicable.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Bylaws provide that the Company will indemnify its directors
and executive officers and may indemnify its other officers, employees and other
agents to the extent not prohibited by Delaware law.  Under the Bylaws,
indemnified parties are entitled to indemnification to the fullest extent
permitted by law.  The Bylaws also require the Company to advance litigation
expenses in the case of stockholder derivative actions or other actions, against
an undertaking by the indemnified party to repay such advances if it is
ultimately determined that the indemnified party is not entitled to
indemnification.

     In addition, the Certificate of Incorporation provides that, to the fullest
extent permitted by Delaware law, the Company's directors will not be liable for
monetary damages for breach of the directors' fiduciary duty of care to the
Company 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 an injunction or other forms of non-monetary relief would
remain available under Delaware law. In addition, each director will continue to
be subject to liability for breach of the director's duty of loyalty to the
Company, for acts or omissions that the director believes to be contrary to the
best interests of the Company or its stockholders, for any transaction from
which the director derived an improper personal benefit and for improper
distributions to stockholders and improper loans to directors and officers. This
provision also does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.

                                      2.
<PAGE>
 
                      EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.


                                    EXHIBITS

Exhibit No.  Description
----------   -----------

 4.1         Certificate of Incorporation of BEI Technologies, Inc./(1)/ 
 4.2         Specimen Common Share Certificate./(2)/ 
 4.3         Bylaws of BEI Technologies, Inc./(1)/
 5.1         Opinion of Cooley Godward LLP.
 23.1        Consent of Ernst & Young LLP.
 23.2        Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
 24.1        Power of Attorney. Reference is made to page 6 of this
             Registration Statement.
 99.1        Registrant's 1997 Equity Incentive Plan
-----------------------------                                        
(1)  Filed as an exhibit to the Form 10 General Form for Registration of 
     (Registration No. 000-22799) on July 3, 1997, and incorporated herein by 
     reference.                    
(2)  Filed as an exhibit to the Amendment No. 1 to the Form 10 General Form 
     for Registration of Securities (Registration No. 000-22799) on September 
     12, and incorporated herein by reference. 

                                      3.
<PAGE>
 
                                 UNDERTAKINGS

     1.   The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of 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.
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) ((S) 230.424(b) of this
chapter) 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 the registration statement or
any material change to such information in the registration statement;

     Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

          (b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) 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.

     2.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.   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.

                                      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 San Francisco, State of California, on October 23,
1997.

                              BEI TECHNOLOGIES, INC.



                              By  /s/ Charles Crocker
                                 -------------------------------------------
                                    Charles Crocker
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)

                                      5.
<PAGE>
 
                               POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Crocker and Gary D. Wrench and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

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

<TABLE> 
<CAPTION> 

     Signature                      Title                       Date
     ---------                      -----                       ----
<S>                            <C>                                    <C> 
/s/ Charles Crocker            President, Chief Executive Officer     October 23, 1997
----------------------------   and Chairman of the Board
  Charles Crocker              (Principal Executive Officer)

/s/ Gary D. Wrench             Senior Vice President, Chief           September 21, 1997
----------------------------   Financial Officer and Director
  Gary D. Wrench               (Principal Financial and Accounting
                               Officer)
 
/s/ Dr. Asad Madni             Vice President and Director            September 21, 1997
----------------------------
  Dr. Asad Madni

/s/ Richard M. Brooks          Director                               October 23, 1997
----------------------------
  Richard M. Brooks

/s/ George S. Brown            Director                               October 23, 1997
----------------------------
  George S. Brown

/s/ C. Joseph Giroir, Jr.      Director                               September 22, 1997
----------------------------
  C. Joseph Giroir, Jr.

/s/ William G. Howard          Director                               September 21, 1997
----------------------------
  William G. Howard
 
/s/ Robert Mehrabian           Director                               October 23, 1997
----------------------------
  Robert Mehrabian
</TABLE>

                                                                6.
<PAGE>
 
                                                           EXHIBIT INDEX

<TABLE> 
<CAPTION> 
Exhibit No.       Description                                                         
----------        -----------                                                         
<S>               <C>                                                                           
 4.1              Certificate of Incorporation of BEI Technologies, Inc./(1)/           
 4.2              Specimen Common Share Certificate./(2)/                               
 4.3              Bylaws of BEI Technologies, Inc./(1)/                                 
 5.1              Opinion of Cooley Godward LLP.                                        
 23.1             Consent of Ernst & Young LLP.                                         
 23.2             Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.     
 24.1             Power of Attorney.  Reference is made to page 6 of this Registration  
                  Statement.                                                            
 99.1             Registrant's 1997 Equity Incentive Plan.                              
                                                                                         
</TABLE> 
 -------------------------------

(1)     Filed as an exhibit to the Form 10 General Form for Registration of
        Securities (Registration No. 000-22799) on July 3, 1997, and
        incorporated herein by reference.

(2)     Filed as an exhibit to the Amendment No. 1 to the Form 10 General Form
        for Registration of Securities (Registration No. 000-22799) on September
        12, 1997, and incorporated herein by reference.
            
                                      7.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18210}]
{"company-data": {"conformed-name": "BEI TECHNOLOGIES INC", "cik": "0001041866", "assigned-sic": "3823", "irs-number": "943274498", "state-of-incorporation": "DE", "fiscal-year-end": "0927"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38643", "film-number": "97700344"}, "business-address": {"street1": "ONE POST ST", "street2": "STE 2500", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4159564661"}, "mail-address": {"street1": "ONE POST ST", "street2": "STE 2500", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104"}}
As filed with the Securities and Exchange Commission on October 24, 1997
                                                     Registration No. 333-______

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               __________________

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

                              BEI TECHNOLOGIES, INC.
                     -------------------------------------
             (Exact name of registrant as specified in its charter)

    DELAWARE                                            94-3274498
-----------------                          -----------------------------------
(State of incorporation)                   (I.R.S. Employer Identification No.)

                          ONE POST STREET, SUITE 2500
                            SAN FRANCISCO, CA 94104
                                 (415) 956-4477
          -----------------------------------------------------------
         (Address and telephone number of Principal Executive Offices)

                           1997 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                CHARLES CROCKER
                            CHIEF EXECUTIVE OFFICER
                             BEI TECHNOLOGIES, INC.
                          ONE POST STREET, SUITE 2500
                        SAN FRANCISCO, CALIFORNIA 94104
                                  (415) 956-4477
         -------------------------------------------------------------
           (Name, address, including zip codes and telephone number,
                   including area code of agent for service)
                              ____________________

                                  Copies to:
                         CHRISTOPHER A. WESTOVER, ESQ.
                              COOLEY GODWARD LLP
                        ONE MARITIME PLAZA, 20TH FLOOR
                         SAN FRANCISCO, CA  94111-3580

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of                   Amount         Proposed maximum      Proposed maximum     Amount of registration
securities to be            to be           offering price           aggregate                 fee
registered                registered         per share(1)        offering price(1)
-----------------------------------------------------------------------------------------------------------
Common Stock
(par value $.001)      1,139,445 shares     $2.683 to 8.501        $11,542,065              $3,497.25
===========================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act of
    1933, as amended. The price per share and aggregate offering price are
    calculated on the basis of (i) $4.9848, the exercise price of 339,445
    outstanding options and (ii) $12.3125, the average of the high and low
    sales price of Registrant's Common Stock on October 22, 1997 as reported on
    the Nasdaq National Market System, for 800,000 shares reserved for
    issuance pursuant to options for which the exercise price is not known.

                                                       Total Number of Pages:  9
                                                   Exhibit Index at Pages: 3 & 7
PART II

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by BEI Technologies, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference into this Registration Statement:

     1.   The Company's effective registration statement on Form 10 or 20-F
filed under the Exchange Act containing audited financial statements for the
Company's latest fiscal year.

     2.   All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the fiscal year
covered by the annual reports, the prospectus or the registration statement
referred to in (a) above.

     3.   The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

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

                           DESCRIPTION OF SECURITIES

     Not applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Bylaws provide that the Company will indemnify its directors
and executive officers and may indemnify its other officers, employees and other
agents to the extent not prohibited by Delaware law.  Under the Bylaws,
indemnified parties are entitled to indemnification to the fullest extent
permitted by law.  The Bylaws also require the Company to advance litigation
expenses in the case of stockholder derivative actions or other actions, against
an undertaking by the indemnified party to repay such advances if it is
ultimately determined that the indemnified party is not entitled to
indemnification.

     In addition, the Certificate of Incorporation provides that, to the fullest
extent permitted by Delaware law, the Company's directors will not be liable for
monetary damages for breach of the directors' fiduciary duty of care to the
Company 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 an injunction or other forms of non-monetary relief would
remain available under Delaware law. In addition, each director will continue to
be subject to liability for breach of the director's duty of loyalty to the
Company, for acts or omissions that the director believes to be contrary to the
best interests of the Company or its stockholders, for any transaction from
which the director derived an improper personal benefit and for improper
distributions to stockholders and improper loans to directors and officers. This
provision also does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.

                                      2.
EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                    EXHIBITS

Exhibit No.  Description
----------   -----------

 4.1         Certificate of Incorporation of BEI Technologies, Inc./(1)/ 
 4.2         Specimen Common Share Certificate./(2)/ 
 4.3         Bylaws of BEI Technologies, Inc./(1)/
 5.1         Opinion of Cooley Godward LLP.
 23.1        Consent of Ernst & Young LLP.
 23.2        Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
 24.1        Power of Attorney. Reference is made to page 6 of this
             Registration Statement.
 99.1        Registrant's 1997 Equity Incentive Plan
-----------------------------                                        
(1)  Filed as an exhibit to the Form 10 General Form for Registration of 
     (Registration No. 000-22799) on July 3, 1997, and incorporated herein by 
     reference.                    
(2)  Filed as an exhibit to the Amendment No. 1 to the Form 10 General Form 
     for Registration of Securities (Registration No. 000-22799) on September 
     12, and incorporated herein by reference. 

                                      3.
UNDERTAKINGS

     1.   The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of 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.
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) ((S) 230.424(b) of this
chapter) 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 the registration statement or
any material change to such information in the registration statement;

     Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

          (b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) 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.

     2.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.   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.

                                      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 San Francisco, State of California, on October 23,
1997.

                              BEI TECHNOLOGIES, INC.

                              By  /s/ Charles Crocker
                                 -------------------------------------------
                                    Charles Crocker
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)

                                      5.
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Crocker and Gary D. Wrench and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                      Title                       Date
     ---------                      -----                       ----
/s/ Charles Crocker            President, Chief Executive Officer     October 23, 1997
----------------------------   and Chairman of the Board
  Charles Crocker              (Principal Executive Officer)

/s/ Gary D. Wrench             Senior Vice President, Chief           September 21, 1997
----------------------------   Financial Officer and Director
  Gary D. Wrench               (Principal Financial and Accounting
                               Officer)
 
/s/ Dr. Asad Madni             Vice President and Director            September 21, 1997
----------------------------
  Dr. Asad Madni

/s/ Richard M. Brooks          Director                               October 23, 1997
----------------------------
  Richard M. Brooks

/s/ George S. Brown            Director                               October 23, 1997
----------------------------
  George S. Brown

/s/ C. Joseph Giroir, Jr.      Director                               September 22, 1997
----------------------------
  C. Joseph Giroir, Jr.

/s/ William G. Howard          Director                               September 21, 1997
----------------------------
  William G. Howard
 
/s/ Robert Mehrabian           Director                               October 23, 1997
----------------------------
  Robert Mehrabian
6.
EXHIBIT INDEX
Exhibit No.       Description                                                         
----------        -----------
4.1              Certificate of Incorporation of BEI Technologies, Inc./(1)/           
 4.2              Specimen Common Share Certificate./(2)/                               
 4.3              Bylaws of BEI Technologies, Inc./(1)/                                 
 5.1              Opinion of Cooley Godward LLP.                                        
 23.1             Consent of Ernst & Young LLP.                                         
 23.2             Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.     
 24.1             Power of Attorney.  Reference is made to page 6 of this Registration  
                  Statement.                                                            
 99.1             Registrant's 1997 Equity Incentive Plan.
-------------------------------

(1)     Filed as an exhibit to the Form 10 General Form for Registration of
        Securities (Registration No. 000-22799) on July 3, 1997, and
        incorporated herein by reference.

(2)     Filed as an exhibit to the Amendment No. 1 to the Form 10 General Form
        for Registration of Securities (Registration No. 000-22799) on September
        12, 1997, and incorporated herein by reference.
            
                                      7.