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


    As filed with the Securities and Exchange Commission on March 13, 1998 -
                             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)

                 6797 Winchester Circle, Boulder, Colorado 80301
               (Address of Principal Executive Offices) (Zip Code)

                Applied Films Corporation 1997 Stock Option Plan
                            (Full Title of the Plan)

       Cecil Van Alsburg, 6797 Winchester Circle, Boulder, Colorado 80301,
                                 (303) 530-1411
 (Name, address and telephone number, including area code of agent for service)



                          Copies of Communications to:
                             William J. Lawrence III
                    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
<TABLE>
                                                              Proposed              Proposed
           Title of                                            Maximum               Maximum
       Securities to be              Amount to be          Offering Price           Aggregate             Amount of
          Registered                  Registered            Per Share(2)         Offering Price       Registration Fee
         <S>                       <C>                          <C>                <C>                      <C>  
         Common Stock              172,500 Shares(1)            $8.53              $1,471,425               $434
===============================  ===================== ====================== =====================  ===================
</TABLE>
(1)      Represents the number of shares of Common Stock authorized for issuance
         under  the  Applied  Films  Corporation  1997  Stock  Option  Plan (the
         "Plan").  This Registration  Statement also covers such  indeterminable
         additional number of shares as may be issuable under the Plan by reason
         of adjustments in the number of shares covered  thereby as described in
         the Prospectus.
(2)      For shares subject to outstanding but unexercised options, the price is
         computed on the basis of the exercise price.  For the remaining  shares
         under the Plan and for the purpose of computing  the  registration  fee
         only,  the price shown is based upon the price of $8.53 per share,  the
         average  of the high  and low  sales  prices  for the  Common  Stock of
         Applied Films  Corporation  as reported in the NASDAQ  National  Market
         System on March 12, 1998, in accordance with Rule 457(h).


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>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Applied Films Corporation (the "Company") hereby  incorporates by reference
in this Registration Statement the following documents:

          (a) The final prospectus filed pursuant to Rule 424(b) with respect to
     the  Company's   Registration   Statement  on  Form  S-1  (No.  333-35331),
     containing  audited  consolidated  financial  statements  for the Company's
     fiscal years ended June 29, 1996 and June 28, 1997.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end
     of the fiscal year covered by the document referred to in (a) above.

          (c) The  description  of the Company's  Common Stock  contained in the
     Company's  Registration Statement on Form 8-A, filed pursuant to Section 12
     of the Exchange Act, including any amendment or report filed or the purpose
     of updating such description.

     All 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 to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Section 7-109-102  through  7-109-110 of the Colorado Business  Corporation
Act (the "Act") grant the  Registrant  broad  powers to indemnify  any person in
connection with legal  proceedings  brought against him by reason of his present
or past  status as an officer  or  director  of the  Registrant,  provided  with
respect to conduct in an official capacity with the Registrant, the person acted
in good faith and in a manner he reasonably believed to be in the best interests
of the  Registrant,  with respect to all other conduct,  the person believed the
conduct to be in or not opposed to the best  interests  of the  Registrant,  and
with respect to any criminal action or proceeding,  the person had no reasonable
cause to  believe  his  conduct  was  unlawful.  Indemnification  is  limited to
reasonable   expenses   incurred  in   connection   with  the   proceeding.   No
indemnification  may be made (i) in  connection  with a proceeding  by or in the
right  of the  Registrant  in  which  the  person  was  adjudged  liable  to the
Registrant;  or (ii) in connection with any other proceedings  charging that the
person derived an improper personal benefit,  whether or not involving action in
an official capacity, in which proceeding the

                                       S-1
<PAGE>
person was judged  liable on the basis  that he  derived  an  improper  personal
benefit,  unless  and only to the  extent  the court in which  such  action  was
brought or another court of competent  jurisdiction  determines upon application
that, despite such adjudication, but in view of all relevant circumstances,  the
person is fairly and reasonably entitled to indemnity for reasonable expenses as
the court  deems  proper.  In  addition,  to the extent  that any such person is
successful  in the  defense  of any such legal  proceeding,  the  Registrant  is
required by the Act to Indemnify him against reasonable expenses.

     The Registrant's  Amended and Restated  Articles of  Incorporation  contain
provisions  which permit the  Registrant to indemnify its officers and directors
to the fullest extent  permitted by the Colorado  Business  Corporation Act. The
Registrant  has  entered  into  indemnification  agreements  with  each  of  its
directors and certain of its officers providing for similar indemnification.  In
addition to the available indemnification, the Registrant's Amended and Restated
Articles of  Incorporation  limit the  personal  liability of the members of its
Board of Directors,  subject to certain  exceptions,  for monetary  damages with
respect to claims by the Registrant or its shareholders.

     The  Registrant's  Amended and Restated  Bylaws provide that the Registrant
may  purchase  and  maintain  insurance  on behalf of its  directors,  officers,
employees, fiduciaries and agents against liability asserted against or incurred
by such persons in any such capacity.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Reference is made to the Exhibit Index which appears on page S-6.

Item 9.  Undertakings

     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 of 1933.

               (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,  represents 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) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent 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  registration  statement  is on Form S-3,
          Form S-8, or Form F-3, and the information  required to be included in
          a  post-effective  amendment  by  those  paragraphs  is  contained  in
          periodic  reports  filed by the  registrant  pursuant to Section 13 or
          Section  15  (d)  of   Securities   Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

                                       S-2
<PAGE>
          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

          (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.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is,  therefore,  unenforceable.  In the  event a claim  for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or 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.

                                       S-3
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Boulder,  State  of  Colorado,  on the 27th day of
February, 1998.

                                      APPLIED FILMS CORPORATION


                                      By      /c/ Cecil Van Alsburg
                                      Cecil Van Alsburg, President and
                                      Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Cecil Van Alsburg and Thomas D. Schmidt, and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of substitution  and  resubstitution,  for him and in his or her 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 or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  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  February  27,  1998,  by the
following persons in the capacities indicated.


  Signatures                                    Title

/s/ Cecil Van Alsburg      President, Chief Executive Officer and Director
    Cecil Van Alsburg      (principal executive officer)

/s/ Thomas D. Schmidt      Chief Financial Officer (principal financial officer)
    Thomas D. Schmidt

/s/ Roger Smith            Treasurer (principal accounting officer)
    Roger Smith

/s/ John S. Chapin         Vice President -- Research, Secretary and Director
    John S. Chapin

/s/ C. Richard Condon      Vice President -- Engineering and Director
    C. Richard Condon

/s/ Jeffrey K. Fergason    Director
    Jeffrey K. Fergason

/s/ James A. Knister       Director
    James A. Knister

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

                                      S-4
<PAGE>
               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Applied Films Corporation

As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference  in this  registration  statement  of our report  dated July 22, 1997,
included  in Applied  Films  Corporation's  Registration  Statement  on Form S-1
(Registration No. 333-35331), and to all references to our firm included in this
registration statement.


                                                ARTHUR ANDERSEN LLP





Denver, Colorado
March 12, 1998


                                       S-5
<PAGE>
                                  EXHIBIT INDEX

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




Exhibit 4           Applied Films Corporation 1997 Stock Option Plan, as amended
                    by First Amendment to the Applied Films Corporation 1997
                    Stock Option Plan, incorporated by reference to Exhibit 10.2
                    to the Registrant's Form S-1 Registration Statement
                    (No. 333-35331)

Exhibit 5           Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Exhibit 23(a)       Consent of Arthur Andersen LLP - included on page S-5 hereof

Exhibit 23(b)       Consent of Varnum, Riddering, Schmidt & Howlett-included in
                    Exhibit 5

Exhibit 24          Power of Attorney - included on page S-4 hereof




                                       S-6
<PAGE>
                                 March 13, 1998



Applied Films Corporation
6797 Winchester Circle
Boulder, Colorado 80301

         Re:      Registration Statement on Form S-8 Relating to the
                  Applied Films Corporation 1997 Stock Option 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,  172,500 shares of the
Company's common stock for issuance  pursuant to the Company's 1997 Stock Option
Plan (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 172,500 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 & HOWLETTLLP





                    /s/ Varnum, Riddering, Schmidt & Howlett LLP



                                    EXHIBIT 5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20298}]
{"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": "333-47967", "film-number": "98565731"}, "business-address": {"street1": "6797 WINCHESTER CIRCLE", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3035301411"}, "mail-address": {"street1": "6797 WINCHESTER CIRCLE", "city": "BOULDER", "state": "CO", "zip": "80301"}}
-------------------------------------------------------------------------------

    As filed with the Securities and Exchange Commission on March 13, 1998 -
                             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)

                 6797 Winchester Circle, Boulder, Colorado 80301
               (Address of Principal Executive Offices) (Zip Code)

                Applied Films Corporation 1997 Stock Option Plan
                            (Full Title of the Plan)

       Cecil Van Alsburg, 6797 Winchester Circle, Boulder, Colorado 80301,
                                 (303) 530-1411
 (Name, address and telephone number, including area code of agent for service)

                          Copies of Communications to:
                             William J. Lawrence III
                    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
           Title of                                            Maximum               Maximum
       Securities to be              Amount to be          Offering Price           Aggregate             Amount of
          Registered                  Registered            Per Share(2)         Offering Price       Registration Fee
Common Stock              172,500 Shares(1)            $8.53              $1,471,425               $434
===============================  ===================== ====================== =====================  ===================
(1)      Represents the number of shares of Common Stock authorized for issuance
         under  the  Applied  Films  Corporation  1997  Stock  Option  Plan (the
         "Plan").  This Registration  Statement also covers such  indeterminable
         additional number of shares as may be issuable under the Plan by reason
         of adjustments in the number of shares covered  thereby as described in
         the Prospectus.
(2)      For shares subject to outstanding but unexercised options, the price is
         computed on the basis of the exercise price.  For the remaining  shares
         under the Plan and for the purpose of computing  the  registration  fee
         only,  the price shown is based upon the price of $8.53 per share,  the
         average  of the high  and low  sales  prices  for the  Common  Stock of
         Applied Films  Corporation  as reported in the NASDAQ  National  Market
         System on March 12, 1998, in accordance with Rule 457(h).

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.

--------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Applied Films Corporation (the "Company") hereby  incorporates by reference
in this Registration Statement the following documents:

          (a) The final prospectus filed pursuant to Rule 424(b) with respect to
     the  Company's   Registration   Statement  on  Form  S-1  (No.  333-35331),
     containing  audited  consolidated  financial  statements  for the Company's
     fiscal years ended June 29, 1996 and June 28, 1997.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end
     of the fiscal year covered by the document referred to in (a) above.

          (c) The  description  of the Company's  Common Stock  contained in the
     Company's  Registration Statement on Form 8-A, filed pursuant to Section 12
     of the Exchange Act, including any amendment or report filed or the purpose
     of updating such description.

     All 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 to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Section 7-109-102  through  7-109-110 of the Colorado Business  Corporation
Act (the "Act") grant the  Registrant  broad  powers to indemnify  any person in
connection with legal  proceedings  brought against him by reason of his present
or past  status as an officer  or  director  of the  Registrant,  provided  with
respect to conduct in an official capacity with the Registrant, the person acted
in good faith and in a manner he reasonably believed to be in the best interests
of the  Registrant,  with respect to all other conduct,  the person believed the
conduct to be in or not opposed to the best  interests  of the  Registrant,  and
with respect to any criminal action or proceeding,  the person had no reasonable
cause to  believe  his  conduct  was  unlawful.  Indemnification  is  limited to
reasonable   expenses   incurred  in   connection   with  the   proceeding.   No
indemnification  may be made (i) in  connection  with a proceeding  by or in the
right  of the  Registrant  in  which  the  person  was  adjudged  liable  to the
Registrant;  or (ii) in connection with any other proceedings  charging that the
person derived an improper personal benefit,  whether or not involving action in
an official capacity, in which proceeding the

                                       S-1
person was judged  liable on the basis  that he  derived  an  improper  personal
benefit,  unless  and only to the  extent  the court in which  such  action  was
brought or another court of competent  jurisdiction  determines upon application
that, despite such adjudication, but in view of all relevant circumstances,  the
person is fairly and reasonably entitled to indemnity for reasonable expenses as
the court  deems  proper.  In  addition,  to the extent  that any such person is
successful  in the  defense  of any such legal  proceeding,  the  Registrant  is
required by the Act to Indemnify him against reasonable expenses.

     The Registrant's  Amended and Restated  Articles of  Incorporation  contain
provisions  which permit the  Registrant to indemnify its officers and directors
to the fullest extent  permitted by the Colorado  Business  Corporation Act. The
Registrant  has  entered  into  indemnification  agreements  with  each  of  its
directors and certain of its officers providing for similar indemnification.  In
addition to the available indemnification, the Registrant's Amended and Restated
Articles of  Incorporation  limit the  personal  liability of the members of its
Board of Directors,  subject to certain  exceptions,  for monetary  damages with
respect to claims by the Registrant or its shareholders.

     The  Registrant's  Amended and Restated  Bylaws provide that the Registrant
may  purchase  and  maintain  insurance  on behalf of its  directors,  officers,
employees, fiduciaries and agents against liability asserted against or incurred
by such persons in any such capacity.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Reference is made to the Exhibit Index which appears on page S-6.

Item 9.  Undertakings

     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 of 1933.

               (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,  represents 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) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent 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  registration  statement  is on Form S-3,
          Form S-8, or Form F-3, and the information  required to be included in
          a  post-effective  amendment  by  those  paragraphs  is  contained  in
          periodic  reports  filed by the  registrant  pursuant to Section 13 or
          Section  15  (d)  of   Securities   Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

                                       S-2
(b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

          (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.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is,  therefore,  unenforceable.  In the  event a claim  for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or 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.

                                       S-3
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Boulder,  State  of  Colorado,  on the 27th day of
February, 1998.

                                      APPLIED FILMS CORPORATION

                                      By      /c/ Cecil Van Alsburg
                                      Cecil Van Alsburg, President and
                                      Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Cecil Van Alsburg and Thomas D. Schmidt, and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of substitution  and  resubstitution,  for him and in his or her 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 or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  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  February  27,  1998,  by the
following persons in the capacities indicated.

  Signatures                                    Title

/s/ Cecil Van Alsburg      President, Chief Executive Officer and Director
    Cecil Van Alsburg      (principal executive officer)

/s/ Thomas D. Schmidt      Chief Financial Officer (principal financial officer)
    Thomas D. Schmidt

/s/ Roger Smith            Treasurer (principal accounting officer)
    Roger Smith

/s/ John S. Chapin         Vice President -- Research, Secretary and Director
    John S. Chapin

/s/ C. Richard Condon      Vice President -- Engineering and Director
    C. Richard Condon

/s/ Jeffrey K. Fergason    Director
    Jeffrey K. Fergason

/s/ James A. Knister       Director
    James A. Knister

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

                                      S-4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Applied Films Corporation

As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference  in this  registration  statement  of our report  dated July 22, 1997,
included  in Applied  Films  Corporation's  Registration  Statement  on Form S-1
(Registration No. 333-35331), and to all references to our firm included in this
registration statement.

                                                ARTHUR ANDERSEN LLP

Denver, Colorado
March 12, 1998

                                       S-5
EXHIBIT INDEX

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

Exhibit 4           Applied Films Corporation 1997 Stock Option Plan, as amended
                    by First Amendment to the Applied Films Corporation 1997
                    Stock Option Plan, incorporated by reference to Exhibit 10.2
                    to the Registrant's Form S-1 Registration Statement
                    (No. 333-35331)

Exhibit 5           Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Exhibit 23(a)       Consent of Arthur Andersen LLP - included on page S-5 hereof

Exhibit 23(b)       Consent of Varnum, Riddering, Schmidt & Howlett-included in
                    Exhibit 5

Exhibit 24          Power of Attorney - included on page S-4 hereof

                                       S-6
March 13, 1998

Applied Films Corporation
6797 Winchester Circle
Boulder, Colorado 80301

         Re:      Registration Statement on Form S-8 Relating to the
                  Applied Films Corporation 1997 Stock Option 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,  172,500 shares of the
Company's common stock for issuance  pursuant to the Company's 1997 Stock Option
Plan (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 172,500 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 & HOWLETTLLP

                    /s/ Varnum, Riddering, Schmidt & Howlett LLP

                                    EXHIBIT 5