As filed with the Securities and Exchange Commission on December 14, 2001 -
                                                Registration No. 333-___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                              APPLIED FILMS CORPORATION
             (Exact name of registrant as specified in its charter)

          Colorado                                       84-1311581
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                9586 I-25 Frontage Road, Longmont, Colorado 80504
               (Address of Principal Executive Offices) (Zip Code)

          Applied Films Corporation Outside Director Stock Option Plan
                            (Full Title of the Plan)

            Lawrence D. Firestone, 9586 I-25 Frontage Road, Longmont,
               Colorado 80504, (303) 774-3246 (Name, address, and
                     telephone number of agent for service)

                          Copies of Communications to:
                                  Harvey Koning
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000
<TABLE>
                                           CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                      Proposed                Proposed
                                                       Maximum                Maximum               Amount of
 Title of Securities         Amount Being          Offering Price            Aggregate            Registration
  Being Registered            Registered            Per Share(3)         Offering Price(3)           Fee(4)
=================================================================================================================
<S>                      <C>                            <C>                 <C>                      <C>
Common Stock             100,000 shares(1)(2)           $29.92              $2,992,000               $715
=================================================================================================================
</TABLE>
(1)  Represents  additional shares of Common Stock authorized for issuance under
     the Applied Films  Corporation  Outside  Director  Stock Option Plan.  This
     Registration Statement also covers such indeterminable additional number of
     shares as may be issuable  under the Outside  Director Stock Option Plan by
     reason of adjustments to the number of shares covered  thereby as described
     in the Prospectus.

(2)  24,000 shares of Common Stock were previously  registered when the Form S-8
     (see Registration No. 333-95367) was filed on January 25, 2000. The purpose
     of this Form S-8 is to  register  an  additional  100,000  shares of Common
     Stock which have been reserved for issuance pursuant to approvals  received
     at the  Applied  Films  Corporation  Annual  Meeting of  Shareholders  held
     October 24, 2001.
<PAGE>
(3)  For the purpose of computing the  registration fee only, the price shown is
     based upon the price of $29.92 per share,  the  average of the high and low
     sales  prices for the  Common  Stock of Applied  Films  Corporation  in the
     NASDAQ National Market System on December 13, 2001, in accordance with Rule
     457(h).

(4)  The  registration  fee  is  calculated  on the  basis  of  1/41.8410  of 1%
     (.000239) of the proposed maximum aggregate offering price of $715.

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
<PAGE>
INCORPORATION BY REFERENCE

     The contents of the Registration  Statement on Form S-8  (Registration  No.
333-95367) filed on January 25, 2000 are incorporated by reference.

PURPOSE OF THIS FORM S-8

     The purpose of this Form S-8 is to register an additional 100,000 shares of
Common  Stock which have been  reserved  for  issuance  under the Applied  Films
Corporation Outside Director Stock Option Plan pursuant to approvals received at
the Applied Films  Corporation  Annual Meeting of Shareholders  held October 24,
2001.  At that  meeting the  Shareholders  approved  the First  Amendment to the
Applied Films Corporation Outside Director Stock Option Plan as set forth in the
Applied Films  Corporation  Proxy  Statement dated as of September 17, 2001. The
First  Amendment to the Outside  Director  Stock Option Plan was approved by the
Board of  Directors  on July 25, 2001.  As amended by the First  Amendment,  the
Outside  Director  Stock  Option Plan  provides  for the  granting of options to
non-employee  directors  of  Applied  Films  Corporation  to  purchase,  in  the
aggregate,  not more  than  124,000  shares  of Common  Stock of  Applied  Films
Corporation.  A Second  Amendment to the Outside  Director Stock Option Plan was
approved by the Board of Directors on August 24, 2001.  The Second  Amendment to
the Outside Director Stock Option Plan did not require approval by Applied Films
Corporation's shareholders, as it only amended the Outside Director Stock Option
Plan to remove the limitation  that a  non-employee  director could only receive
granted options  covering a maximum of fifteen percent (15%) of the common stock
originally reserved for issuance under the Outside Director Stock Option Plan.


                                      S-3
<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  Longmont,  State of  Colorado,  on the 12th day of
December, 2001.

                          APPLIED FILMS CORPORATION


                          By  /s/ Thomas T. Edman
                          Thomas T. Edman, President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Thomas T. Edman and Lawrence D. Firestone,  and
each 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
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his 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  below  on  December  12,  2001 by the
following persons in the capacities indicated.

       Signatures                                      Title

  /s/ Thomas T. Edman                     President, Chief Executive Officer and
    Thomas T. Edman                       Director (principal executive officer)

                                          Chief Financial Officer, Treasurer and
                                          Secretary (principal financial officer
/s/ Lawrence D. Firestone                 and principal accounting officer)
   Lawrence D. Firestone


   /s/ Richard P. Beck                    Director
     Richard P. Beck


   /s/ John S. Chapin                     Director
      John S. Chapin


  /s/ Vincent Sollito, Jr                 Director
    Vincent Sollito, Jr.


     /s/ Chad D. Quist                    Director
      Chad D. Quist

                                      S-4
<PAGE>
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference  in this  registration  statement  of our report  dated July 19, 2001,
included in Applied  Films  Corporation's  Form 10-K for the year ended June 30,
2001,  and to all  references  to our  Firm  included  in or made a part of this
registration statement.



/s/ ARTHUR ANDERSEN LLP

Denver, Colorado
 December 13, 2001








                                      S-5
<PAGE>
                                  EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:




Exhibit
Number                       Description of Document

4.1       Applied  Films   Corporation   Outside   Director  Stock  Option  Plan
          incorporated by reference to Exhibit 4.1 to the Registrant's  Form S-8
          Registration Statement (Registration No. 333-95367)

4.2       First Amendment to Applied Films  Corporation  Outside  Director Stock
          Option Plan

4.3       Second Amendment to Applied Films  Corporation  Outside Director Stock
          Option Plan

5.1       Opinion of Varnum,  Riddering,  Schmidt & Howlett LLP with  respect to
          the legality of the securities being registered

23.1      Consent of Arthur Andersen LLP - included on page S-5 hereof

23.2      Consent of  Varnum,  Riddering,  Schmidt & Howlett  LLP  (included  in
          opinion filed as Exhibit 5.1)

24.1      Power of Attorney - included on page S-4 hereof






                                      S-6
<PAGE>
                             FIRST AMENDMENT TO THE
                            APPLIED FILMS CORPORATION
                       OUTSIDE DIRECTOR STOCK OPTION PLAN

                                   BACKGROUND

     1. Effective  October 26, 1999,  Applied Films  Corporation (the "Company")
adopted and approved the Applied Films Corporation Outside Director Stock Option
Plan (the "Plan").

     2. The Plan  provides for the  reservation,  for  purposes of the Plan,  of
twenty-four thousand (24,000) shares of the Company's common stock, no par value
per share.

     3. The Company desires to amend the Plan to provide for an increased number
of shares to be authorized under the Plan.

                                    AGREEMENT

     1. The  provisions of Section 5 are deleted in their  entirety and replaced
as follows:

          Subject  to the  adjustments  as  provided  in  Subsection  6(h),  the
     aggregate  number of shares  reserved for purposes of the Plan shall be One
     Hundred  Twenty-Four  Thousand  (124,000)  shares  authorized  and unissued
     shares  or  issued  shares   reacquired  by  the  Company  (the  "Shares").
     Determinations  as to the  number  of  Shares  that  remain  available  for
     issuance  under the Plan  shall be made in  accordance  with such rules and
     procedures as the Committee shall determine from time to time,  which shall
     be  consistent  with  the  requirements  of Rule  16b-3  of the  Securities
     Exchange Act of 1934, as amended, and such interpretations  thereof. If any
     outstanding  option under the Plan expires or is terminated  for any reason
     before  the end of the  Term  of the  Plan,  the  shares  allocable  to the
     unexercised  portion of such option shall become available for the grant of
     other options under the Plan. No shares delivered to the Company in full or
     partial  payment upon exercise of an option  pursuant to Subsection 6(d) or
     in full or partial payment of any withholding tax liability permitted under
     Section 9 shall become  available  for the grant of other options under the
     Plan.

     2. Except as otherwise set forth  herein,  the terms of the Plan are hereby
ratified and shall continue in full force and effect.

Approved by the Board of Directors of the Company on July 25, 2001.

                                                APPLIED FILMS CORPORATION


                                                /s/ Lawrence D. Firestone
                                                Lawrence D. Firestone, Secretary

Approved by the Shareholders of the Company on October 24, 2001.

                                                APPLIED FILMS CORPORATION


                                                /s/ Lawrence D. Firestone
                                                Lawrence D. Firestone, Secretary



                                   EXHIBIT 4.2
<PAGE>
                             SECOND AMENDMENT TO THE
          APPLIED FILMS CORPORATION OUTSIDE DIRECTOR STOCK OPTION PLAN

                                   BACKGROUND

     1. Effective  October 26, 1999,  Applied Films  Corporation (the "Company")
adopted and approved the Applied Films Corporation Outside Director Stock Option
Plan (the "Plan").

     2.  The Plan  provides  that a  non-employee  director  may not be  granted
options  covering more than a total of fifteen percent (15%) of the common stock
originally reserved for issuance under the Plan (the "Limitation").

     3. The Company desires to amend the Plan to remove the Limitation.

                                    AGREEMENT

     1. The  provisions of Section 4 are deleted in their  entirety and replaced
as follows:

          Participation. Subject to the limitations contained in this Section 4,
     directors  of the  Company,  who are  neither  contractual  nor  common law
     employees  of the  Company  or any of its  subsidiaries,  shall be  granted
     options to purchase shares of the Company's common stock in accordance with
     the provisions of Section 6 of the Plan and  consistent  with the terms and
     conditions of the Plan.  An option may hold more than one option,  but only
     on the terms and subject to the restrictions hereafter set forth.

     2. Except as otherwise set forth  herein,  the terms of the Plan are hereby
ratified and shall continue in full force and effect.

     Approved by the Board of Directors of the Company on August 24, 2001.

                                                APPLIED FILMS CORPORATION


                                                /s/ Lawrence D. Firestone
                                                Lawrence D. Firestone, Secretary





                                   EXHIBIT 4.3
<PAGE>
                                December 13, 2001



Applied Films Corporation
9586 I-25 Frontage Road
Longmont, Colorado 80504

         Re:      Registration  Statement on Form S-8 Relating to the
                  Applied Films Corporation Outside Director
                  Stock Option Plan (the "Plan")

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement")  filed by Applied Films  Corporation,  a Colorado  corporation  (the
"Company")  with the  Securities  and  Exchange  Commission,  for the purpose of
registering under the Securities Act of 1933, as amended,  100,000 shares of the
Company's common stock, no par value, for issuance pursuant to the Plan, we have
examined  such  documents  and  questions  of  law  we  consider   necessary  or
appropriate  for the  purpose  of  giving  this  opinion.  On the  basis of such
evaluation,  we advise you that in our opinion the 100,000 shares covered by the
Registration  Statement,  upon the  exercise  of stock  options,  at the  prices
described in the Registration Statement but not less than the par value thereof,
and upon  delivery of such shares and payment  therefor in  accordance  with the
terms  stated  in the  Plan  and the  Registration  Statement,  will be duly and
legally  authorized,  issued  and  outstanding,  and  will  be  fully  paid  and
nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                  /s/ VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP




                                   EXHIBIT 5.1
[{"type": "S-8", "sequence": "1", "filename": "applieds8.txt", "secsgml_size_bytes": 17287}]
{"company-data": {"conformed-name": "APPLIED FILMS CORP", "cik": "0001040660", "assigned-sic": "3674", "irs-number": "841311581", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75164", "film-number": "1814090"}, "business-address": {"street1": "9586 I-25 FRONTAGE ROAD", "city": "LONGMONT", "state": "CO", "zip": "80504", "phone": "3035301411"}, "mail-address": {"street1": "9586 I-25 FRONTAGE ROAD", "city": "LONGMONT", "state": "CO", "zip": "80504"}}
As filed with the Securities and Exchange Commission on December 14, 2001 -
                                                Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                              APPLIED FILMS CORPORATION
             (Exact name of registrant as specified in its charter)

          Colorado                                       84-1311581
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                9586 I-25 Frontage Road, Longmont, Colorado 80504
               (Address of Principal Executive Offices) (Zip Code)

          Applied Films Corporation Outside Director Stock Option Plan
                            (Full Title of the Plan)

            Lawrence D. Firestone, 9586 I-25 Frontage Road, Longmont,
               Colorado 80504, (303) 774-3246 (Name, address, and
                     telephone number of agent for service)

                          Copies of Communications to:
                                  Harvey Koning
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                                           CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                      Proposed                Proposed
                                                       Maximum                Maximum               Amount of
 Title of Securities         Amount Being          Offering Price            Aggregate            Registration
  Being Registered            Registered            Per Share(3)         Offering Price(3)           Fee(4)
=================================================================================================================
Common Stock             100,000 shares(1)(2)           $29.92              $2,992,000               $715
=================================================================================================================
(1)  Represents  additional shares of Common Stock authorized for issuance under
     the Applied Films  Corporation  Outside  Director  Stock Option Plan.  This
     Registration Statement also covers such indeterminable additional number of
     shares as may be issuable  under the Outside  Director Stock Option Plan by
     reason of adjustments to the number of shares covered  thereby as described
     in the Prospectus.

(2)  24,000 shares of Common Stock were previously  registered when the Form S-8
     (see Registration No. 333-95367) was filed on January 25, 2000. The purpose
     of this Form S-8 is to  register  an  additional  100,000  shares of Common
     Stock which have been reserved for issuance pursuant to approvals  received
     at the  Applied  Films  Corporation  Annual  Meeting of  Shareholders  held
     October 24, 2001.
(3)  For the purpose of computing the  registration fee only, the price shown is
     based upon the price of $29.92 per share,  the  average of the high and low
     sales  prices for the  Common  Stock of Applied  Films  Corporation  in the
     NASDAQ National Market System on December 13, 2001, in accordance with Rule
     457(h).

(4)  The  registration  fee  is  calculated  on the  basis  of  1/41.8410  of 1%
     (.000239) of the proposed maximum aggregate offering price of $715.

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
INCORPORATION BY REFERENCE

     The contents of the Registration  Statement on Form S-8  (Registration  No.
333-95367) filed on January 25, 2000 are incorporated by reference.

PURPOSE OF THIS FORM S-8

     The purpose of this Form S-8 is to register an additional 100,000 shares of
Common  Stock which have been  reserved  for  issuance  under the Applied  Films
Corporation Outside Director Stock Option Plan pursuant to approvals received at
the Applied Films  Corporation  Annual Meeting of Shareholders  held October 24,
2001.  At that  meeting the  Shareholders  approved  the First  Amendment to the
Applied Films Corporation Outside Director Stock Option Plan as set forth in the
Applied Films  Corporation  Proxy  Statement dated as of September 17, 2001. The
First  Amendment to the Outside  Director  Stock Option Plan was approved by the
Board of  Directors  on July 25, 2001.  As amended by the First  Amendment,  the
Outside  Director  Stock  Option Plan  provides  for the  granting of options to
non-employee  directors  of  Applied  Films  Corporation  to  purchase,  in  the
aggregate,  not more  than  124,000  shares  of Common  Stock of  Applied  Films
Corporation.  A Second  Amendment to the Outside  Director Stock Option Plan was
approved by the Board of Directors on August 24, 2001.  The Second  Amendment to
the Outside Director Stock Option Plan did not require approval by Applied Films
Corporation's shareholders, as it only amended the Outside Director Stock Option
Plan to remove the limitation  that a  non-employee  director could only receive
granted options  covering a maximum of fifteen percent (15%) of the common stock
originally reserved for issuance under the Outside Director Stock Option Plan.

                                      S-3
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  Longmont,  State of  Colorado,  on the 12th day of
December, 2001.

                          APPLIED FILMS CORPORATION

                          By  /s/ Thomas T. Edman
                          Thomas T. Edman, President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Thomas T. Edman and Lawrence D. Firestone,  and
each 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
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his 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  below  on  December  12,  2001 by the
following persons in the capacities indicated.

       Signatures                                      Title

  /s/ Thomas T. Edman                     President, Chief Executive Officer and
    Thomas T. Edman                       Director (principal executive officer)

                                          Chief Financial Officer, Treasurer and
                                          Secretary (principal financial officer
/s/ Lawrence D. Firestone                 and principal accounting officer)
   Lawrence D. Firestone

   /s/ Richard P. Beck                    Director
     Richard P. Beck

   /s/ John S. Chapin                     Director
      John S. Chapin

  /s/ Vincent Sollito, Jr                 Director
    Vincent Sollito, Jr.

     /s/ Chad D. Quist                    Director
      Chad D. Quist

                                      S-4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference  in this  registration  statement  of our report  dated July 19, 2001,
included in Applied  Films  Corporation's  Form 10-K for the year ended June 30,
2001,  and to all  references  to our  Firm  included  in or made a part of this
registration statement.

/s/ ARTHUR ANDERSEN LLP

Denver, Colorado
 December 13, 2001

                                      S-5
EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Exhibit
Number                       Description of Document

4.1       Applied  Films   Corporation   Outside   Director  Stock  Option  Plan
          incorporated by reference to Exhibit 4.1 to the Registrant's  Form S-8
          Registration Statement (Registration No. 333-95367)

4.2       First Amendment to Applied Films  Corporation  Outside  Director Stock
          Option Plan

4.3       Second Amendment to Applied Films  Corporation  Outside Director Stock
          Option Plan

5.1       Opinion of Varnum,  Riddering,  Schmidt & Howlett LLP with  respect to
          the legality of the securities being registered

23.1      Consent of Arthur Andersen LLP - included on page S-5 hereof

23.2      Consent of  Varnum,  Riddering,  Schmidt & Howlett  LLP  (included  in
          opinion filed as Exhibit 5.1)

24.1      Power of Attorney - included on page S-4 hereof

                                      S-6
FIRST AMENDMENT TO THE
                            APPLIED FILMS CORPORATION
                       OUTSIDE DIRECTOR STOCK OPTION PLAN

                                   BACKGROUND

     1. Effective  October 26, 1999,  Applied Films  Corporation (the "Company")
adopted and approved the Applied Films Corporation Outside Director Stock Option
Plan (the "Plan").

     2. The Plan  provides for the  reservation,  for  purposes of the Plan,  of
twenty-four thousand (24,000) shares of the Company's common stock, no par value
per share.

     3. The Company desires to amend the Plan to provide for an increased number
of shares to be authorized under the Plan.

                                    AGREEMENT

     1. The  provisions of Section 5 are deleted in their  entirety and replaced
as follows:

          Subject  to the  adjustments  as  provided  in  Subsection  6(h),  the
     aggregate  number of shares  reserved for purposes of the Plan shall be One
     Hundred  Twenty-Four  Thousand  (124,000)  shares  authorized  and unissued
     shares  or  issued  shares   reacquired  by  the  Company  (the  "Shares").
     Determinations  as to the  number  of  Shares  that  remain  available  for
     issuance  under the Plan  shall be made in  accordance  with such rules and
     procedures as the Committee shall determine from time to time,  which shall
     be  consistent  with  the  requirements  of Rule  16b-3  of the  Securities
     Exchange Act of 1934, as amended, and such interpretations  thereof. If any
     outstanding  option under the Plan expires or is terminated  for any reason
     before  the end of the  Term  of the  Plan,  the  shares  allocable  to the
     unexercised  portion of such option shall become available for the grant of
     other options under the Plan. No shares delivered to the Company in full or
     partial  payment upon exercise of an option  pursuant to Subsection 6(d) or
     in full or partial payment of any withholding tax liability permitted under
     Section 9 shall become  available  for the grant of other options under the
     Plan.

     2. Except as otherwise set forth  herein,  the terms of the Plan are hereby
ratified and shall continue in full force and effect.

Approved by the Board of Directors of the Company on July 25, 2001.

                                                APPLIED FILMS CORPORATION

                                                /s/ Lawrence D. Firestone
                                                Lawrence D. Firestone, Secretary

Approved by the Shareholders of the Company on October 24, 2001.

                                                APPLIED FILMS CORPORATION

                                                /s/ Lawrence D. Firestone
                                                Lawrence D. Firestone, Secretary

                                   EXHIBIT 4.2
SECOND AMENDMENT TO THE
          APPLIED FILMS CORPORATION OUTSIDE DIRECTOR STOCK OPTION PLAN

                                   BACKGROUND

     1. Effective  October 26, 1999,  Applied Films  Corporation (the "Company")
adopted and approved the Applied Films Corporation Outside Director Stock Option
Plan (the "Plan").

     2.  The Plan  provides  that a  non-employee  director  may not be  granted
options  covering more than a total of fifteen percent (15%) of the common stock
originally reserved for issuance under the Plan (the "Limitation").

     3. The Company desires to amend the Plan to remove the Limitation.

                                    AGREEMENT

     1. The  provisions of Section 4 are deleted in their  entirety and replaced
as follows:

          Participation. Subject to the limitations contained in this Section 4,
     directors  of the  Company,  who are  neither  contractual  nor  common law
     employees  of the  Company  or any of its  subsidiaries,  shall be  granted
     options to purchase shares of the Company's common stock in accordance with
     the provisions of Section 6 of the Plan and  consistent  with the terms and
     conditions of the Plan.  An option may hold more than one option,  but only
     on the terms and subject to the restrictions hereafter set forth.

     2. Except as otherwise set forth  herein,  the terms of the Plan are hereby
ratified and shall continue in full force and effect.

     Approved by the Board of Directors of the Company on August 24, 2001.

                                                APPLIED FILMS CORPORATION

                                                /s/ Lawrence D. Firestone
                                                Lawrence D. Firestone, Secretary

                                   EXHIBIT 4.3
December 13, 2001

Applied Films Corporation
9586 I-25 Frontage Road
Longmont, Colorado 80504

         Re:      Registration  Statement on Form S-8 Relating to the
                  Applied Films Corporation Outside Director
                  Stock Option Plan (the "Plan")

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement")  filed by Applied Films  Corporation,  a Colorado  corporation  (the
"Company")  with the  Securities  and  Exchange  Commission,  for the purpose of
registering under the Securities Act of 1933, as amended,  100,000 shares of the
Company's common stock, no par value, for issuance pursuant to the Plan, we have
examined  such  documents  and  questions  of  law  we  consider   necessary  or
appropriate  for the  purpose  of  giving  this  opinion.  On the  basis of such
evaluation,  we advise you that in our opinion the 100,000 shares covered by the
Registration  Statement,  upon the  exercise  of stock  options,  at the  prices
described in the Registration Statement but not less than the par value thereof,
and upon  delivery of such shares and payment  therefor in  accordance  with the
terms  stated  in the  Plan  and the  Registration  Statement,  will be duly and
legally  authorized,  issued  and  outstanding,  and  will  be  fully  paid  and
nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                  /s/ VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                                   EXHIBIT 5.1