Registration

                                   Number 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                         MERCURY COMPUTER SYSTEMS, INC.

               (Exact name of issuer as specified in its charter)

                            Massachusetts 04-2741391

          (State of Incorporation) (IRS Employer Identification Number)

                    199 Riverneck Road, Chelmsford, MA 01824

                    (Address of Principal Executive Offices)

                                 (978) 256-1300

              (Registrant's telephone number, including area code)

                         MERCURY COMPUTER SYSTEMS, INC.

                           1998 Stock Option Plan For

                             Non-Employee Directors

                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire

                           Hutchins, Wheeler & Dittmar

                           A Professional Corporation

                               l01 Federal Street

                           Boston, Massachusetts 02110

                                 (617) 951-6600

            (Name, address and telephone number of agent for service)

<PAGE>
                                          CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                                 <C>                         <C>                       <C>                        <C>

---------------------------- -------------------------- -------------------------- -------------------------- --------------------
         Title of                                               Proposed                   Proposed
        securities                    Amount                     maximum                    maximum
           to be                       to be                    offering                   aggregate                  Amount of
        registered                  registered                    price                    offering                 registration
                                                                per share                    price                       fee
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
---------------------------- -------------------------- -------------------------- -------------------------- --------------------

---------------------------- -------------------------- -------------------------- -------------------------- --------------------
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
Common   Stock,   $.01  par        49,870 shares                 $ 7.813                 $ 389,634.31
value
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
Common   Stock,   $.01  par        14,220 shares                 $17.000                    241,740.00
value
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
Common   Stock,   $.01  par        15,440 shares                 $27.500                    424,600.00
value
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
TOTAL                              79,530 shares                                         $1,055,974.30                 $263.99
---------------------------- -------------------------- -------------------------- -------------------------- --------------------

</TABLE>


       (1) Also  registered  hereunder are such  additional  number of shares of
       Common Stock,  presently  indeterminable,  as may be necessary to satisfy
       the  antidilution  provisions  of the  Plan to  which  this  Registration
       Statement relates.

       (2) The  registration  fee has been calculated with respect to the 79,530
         shares  registered  on the basis of the price at which  options  may be
         exercised.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The Company hereby incorporates by reference the documents listed in (a) through
(c) below. In addition, all documents subsequently filed by the Company pursuant
to Section 13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934
(prior  to  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  in this
Registration  Statement and to be a part thereof from the date of filing of such
documents.

       (a) The Company's latest annual report filed pursuant to Section 13(a) or
       15(d) of the  Securities  Exchange  Act of 1934 or the latest  Prospectus
       filed  pursuant to Rule 424(b) under the  Securities  Act of 1933,  which
       contains  either  directly  or  by  incorporation  by  reference  audited
       financial  statements for the Company's latest fiscal year for which such
       statements have been filed.

       (b) All of the reports filed by the Company  pursuant to Section 13(a) or
       15(d) of the Securities  Exchange Act of 1934 since the end of the fiscal
       year covered by the annual  report or the  Prospectus  referred to in (a)
       above.

       (c) The  description of the Company's  Common Stock which is contained in
       the  Registration  Statement  filed by the Company  under the  Securities
       Exchange  Act of 1934,  including  any  amendment or report filed for the
       purpose of updating such description.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

The  validity of the  authorization  and  issuance of the Common  Stock  offered
hereby  will be passed upon for the Company by  Hutchins,  Wheeler & Dittmar,  A
Professional  Corporation,  Boston,  Massachusetts.  Anthony J. Medaglia, Jr., a
stockholder of Hutchins, Wheeler & Dittmar, A Professional Corporation,  and the
clerk of the Company  beneficially  owns 27,750 shares of the  Company's  Common
Stock.

Item 6.  Indemnification of Directors and Officers

Section  67 of  Chapter  156B  of  the  General  Laws  of  the  Commonwealth  of
Massachusetts provides as follows:

"Section 67. Indemnification of directors,  officers, employees and other agents
of a corporation,  and persons who serve at its request as directors,  officers,
employees or other agents of another  organization,  or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever  extent shall be specified in or  authorized  by (i) the articles of
organization  or (ii) a  by-law  adopted  by the  stockholders  or  (iii) a vote
adopted by the holders of a majority of the shares of stock  entitled to vote on
the election of  directors.  Except as the articles of  organization  or by-laws
otherwise  require,  indemnification of any persons referred to in the preceding
sentence who are not directors of the  corporation  may be provided by it to the
extent authorized by the directors.  Such indemnification may include payment by
the corporation of expenses  incurred in defending a civil or criminal action or
proceeding  in advance of the final  disposition  of such action or  proceeding,
upon receipt of an undertaking  by the person  indemnified to repay such payment
if he shall be  adjudicated  to be not  entitled to  indemnification  under this
section which  undertaking  may be accepted  without  reference to the financial
ability  of such  person  to make  repayment.  Any such  indemnification  may be
provided  although  the  person  to be  indemnified  is no  longer  an  officer,
director,  employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.
<PAGE>
No  indemnification  shall be provided for any person with respect to any matter
as to which he shall have been  adjudicated  in any proceeding not to have acted
in good faith in the reasonable  belief that his action was in the best interest
of the  corporation  or to the extent that such matter  relates to service  with
respect to an employee  benefit plan, in the best interests of the  participants
or beneficiaries of such employee benefit plan.

The absence of any express  provision  for  indemnification  shall not limit any
right of indemnification existing independently of this section.

A corporation  shall have power to purchase and maintain  insurance on behalf of
any person who is or was a  director,  officer,  employee  or other agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."

Article 6 of the Restated Articles of Organization,  as amended,  of the Company
reads as follows:

                                   Article 6.

"Other  lawful  provisions  for the conduct and  regulation  of the business and
affairs of the  Corporation,  for its  voluntary  dissolution  or for  limiting,
defining or  regulating  the powers of the  Corporation,  or of its directors or
stockholders, or of any class of stockholders are as follows: [...]

No  Director  of the  Corporation  shall be  liable  to the  Corporation  or its
stockholders  for monetary  damages for breach of  fiduciary  duty as a Director
notwithstanding  any statutory  provision or other law imposing such  liability,
except for liability of a director (i) for any breach of the Director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii) under Section 61 or 62 of Chapter 156 of the  Massachusetts  General
Laws, or (iv) for any  transaction  from which the Director  derived an improper
personal benefit."

Article 7 of the Amended By-Laws of the Company provides as follows:

                                   Article 7.

                    Indemnification of Directors and Officers

Section 7.1             Definitions

"For purposes of this Article 7:

(a)  'Director/officer'  means any  person  who is  serving  or has  served as a
Director,  officer or employee of the  Corporation  appointed  or elected by the
Board of Directors or the  stockholders  of the  Corporation,  or any  Director,
officer  or  employee  of the  Corporation  who is  serving or has served at the
request of the Corporation as a Director, officer, trustee, principal,  partner,
employee or other agent of any other organization.

(b)  'Proceeding'  means any  action,  suit or  proceeding,  civil or  criminal,
brought  or  threatened  in or before  any court,  tribunal,  administrative  or
legislative body or agency.

(c) 'Expense' means any fine or penalty,  and any liability fixed by a judgment,
order, decree or award in a Proceeding, any amount reasonably paid in settlement
of a Proceeding and any  professional  fees and other  disbursements  reasonably
incurred in connection with a Proceeding.
<PAGE>
Section 7.2           Right to Indemnification

Except as limited by law or as provided in Sections  7.3 and 7.4 of this Article
7, each Director/officer (and his heirs and personal  representatives)  shall be
indemnified   by  the   Corporation   against  any  Expense   incurred  by  such
Director/officer  in  connection  with  each  Proceeding  in  which he or she is
involved   as  a  result  of  his  or  her   serving  or  having   served  as  a
Director/officer.

Section 7.3           Indemnification Not Available

No  indemnification  shall be provided to a  Director/officer  with respect to a
Proceeding as to which it shall have been adjudicated that he or she did not act
in good faith in the  reasonable  belief  that his or her action was in the best
interests of the Corporation.

Section 7.4           Compromise or Settlement

In the event that a  Proceeding  is  compromised  or settled so as to impose any
liability  or  obligation  on a  Director/officer  or upon the  Corporation,  no
indemnification  shall be provided as to said  Director/officer  with respect to
such Proceeding if such Director/officer shall have been adjudicated not to have
acted in good faith in the  reasonable  belief that his or her action was in the
best interests of the Corporation.

Section 7.5           Advances

The  Corporation  shall pay sums on account of  indemnification  in advance of a
final  disposition  of a  Proceeding  upon  receipt  of an  undertaking  by  the
Director/officer to repay such sums if it is subsequently established that he or
she is not entitled to indemnification  pursuant to Sections 7.3 and 7.4 hereof,
which  undertaking may be accepted without reference to the financial ability of
such person to make repayment.

Section 7.6           Not Exclusive

Nothing  in this  Article 7 shall  limit any  lawful  rights to  indemnification
existing independently of this Article 7.

Section 7.7           Insurance

The  provisions  of this  Article  7 shall  not  limit the power of the Board of
Directors to authorize  the purchase and  maintenance  of insurance on behalf of
any  Director/officer  against any Expense whether or not the Corporation  would
have the power to indemnify  such  Director/officer  against such Expense  under
this Article 7."

Item 7.  Exemption from Registration Claimed

Not Applicable.



<PAGE>


Item 8.  Exhibits

          Number                 Description

          4.1        1998 Stock Option Plan for Non-Employee Directors

           5.1       Opinion of Hutchins, Wheeler & Dittmar, A Professional
                     Corporation

          23.1       Consent of Independent Public Accountants

          23.2       Consent of Hutchins, Wheeler & Dittmar, A
                     Professional Corporation (included in Exhibit 5.1)
Item 9.  Undertakings

          The undersigned Registrant hereby undertakes the following:

          (a)  The undersigned Registrant hereby undertakes:

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

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

           (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;

          (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)(l)(i) and (a)(l)(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 Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

             (2) 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.

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act 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 bona fide offering thereof.
<PAGE>
(c)  The   undersigned   Registrant   hereby   undertakes,   that,   insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 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  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
-registered,  the  Registrant  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


<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 Chelmsford, Massachusetts on December 28, 2000.

                                                 MERCURY COMPUTER SYSTEMS, INC.

                                                 By /s/ James R. Bertelli

                                                    James R. Bertelli
                                                    President

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>
<S>                                                      <C>                                     <C>

Signature                                                 Title                                            Date

/s/ James R. Bertelli                                    President, Chief Executive              December 28, 2000
James R. Bertelli                                         Officer and Director

G. Mead Wyman                                             Vice President, Chief
G. Mead Wyman                                             Financial Officer and
                                                          Treasurer

/s/ Gordon B. Baty                                        Director                               December 28, 2000
Gordon B. Baty

/s/ Albert P. Belle Isle                                  Director                               December 28, 2000
Albert P. Belle Isle

James A. Dwyer                                            Director


/s/ Sherman N. Mullin                                     Director                               December 28, 2000
Sherman N. Mullin

/s/ Melvin Sallen                                         Director                               December 28, 2000
Melvin Sallen

</TABLE>



<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                         MERCURY COMPUTER SYSTEMS, INC.

             (Exact name of registrant as specified in its charter)




<PAGE>


Exhibit 4.5


                         MERCURY COMPUTER SYSTEMS, INC.

                             1998 STOCK OPTION PLAN

                           FOR NON-EMPLOYEE DIRECTORS

       1.         PURPOSE

       The purpose of this Mercury Computer Systems, Inc. 1998 Stock Option Plan
for Non-Employee Directors (the "Plan") is to attract and retain the services of
experienced  and  knowledgeable  independent  directors  who are  not  employees
(sometimes  referred  to  herein  collectively  as  "Participants")  of  Mercury
Computer  Systems,   Inc.  ("Mercury")  for  the  benefit  of  Mercury  and  its
stockholders  and to  provide  additional  incentive  for such  Participants  to
continue to work in the best interests of Mercury and its  stockholders  through
continuing ownership of its common stock.

       2.                  SHARES SUBJECT TO THE PLAN

       The total  number of shares  of common  stock,  par value  $.01 per share
("Shares"), of Mercury for which options may be granted under the Plan shall not
exceed  100,000 in the  aggregate,  subject to  adjustment  in  accordance  with
Section 9 hereof.

       3.         ELIGIBILITY; GRANT OF OPTION

       On September 30 of each of 1998,  1999,  2000, 2001 and 2002, each person
who is then a member of the Board of Directors of Mercury (the  "Board") and who
is not then an employee of Mercury or any subsidiary  shall be granted an option
to acquire  the Formula  Number of Shares  under the Plan.  Any options  granted
prior to  stockholder  approval of this Plan shall become  effective as of their
date of grant only upon  stockholder  approval of this Plan in  accordance  with
Section 13 hereof.  The options shall be  non-qualified  options not intended to
meet the  requirements  of Section 422 of the Internal  Revenue Code of 1986, as
amended (the "Code").

       The Formula  Number shall be that number equal to one percent (1%) of the
net income of Mercury for the most recent  fiscal year ending prior to the grant
date as shown on  Mercury's  audited  financial  statements  divided by the fair
market value of a share of Mercury common stock,  as determined  under Section 5
hereof, on the first day of such most recent fiscal year,  divided by the number
of the non-employee Directors of Mercury granted options hereunder on such grant
date. No fractional shares shall be issued.

       4.                  OPTION AGREEMENT

       Each  option  granted  under  the Plan  shall be  evidenced  by an option
agreement  (the  "Agreement")  duly  executed  on behalf of  Mercury  and by the
director to whom such option is granted,  which Agreements shall comply with and
be subject to the terms and conditions of the Plan.

       5.                  OPTION EXERCISE PRICE

       Subject to the provisions of Section 9 hereof,  the option exercise price
for an option  granted  under  the Plan  shall be the fair  market  value of the
Shares of the common stock of Mercury covered by the option on the date of grant
of the option.  For the purposes hereof,  the fair market value of the Shares of
the common stock of Mercury shall be  determined as follows.  If such shares are
then listed on any national securities exchange,  the fair market value shall be
the mean  between the high and low sales  prices,  if any,  on the largest  such
exchange on the date of the grant of the option or, if none, shall be determined
by taking a weighted  average of the means  between the highest and lowest sales
<PAGE>
prices on the nearest  date before and the nearest  date after the date of grant
in accordance with Treasury Regulations Section 25.2512-2. If the shares are not
then listed on any such exchange,  the fair market value of such shares shall be
the mean  between  the high and low sales  prices,  if any,  as  reported in the
National  Association of Securities Dealers Automated  Quotation System National
Market  System  ("NASDAQ/NMS")  for the date of the grant of the option,  or, if
none,  shall be determined by taking a weighted average of the means between the
highest and lowest  sales on the nearest  date before and the nearest date after
the date of grant in accordance with Treasury Regulations Section 25.2512-2.  If
the  shares  are not then  either  listed  on any such  exchange  or  quoted  in
NASDAQ/NMS,  the fair market  value shall be the mean between the average of the
"Bid" and the average of the "Ask"  prices,  if any, as reported in the National
Daily  Quotation  Service for the date of the grant of the option,  or, if none,
shall be  determined  by taking a  weighted  average  of the means  between  the
highest and lowest  sales prices on the nearest date before and the nearest date
after  the  date of  grant  in  accordance  with  Treasury  Regulations  Section
25.2512-2.  If the fair market value cannot be  determined  under the  preceding
three sentences, it shall be determined by the Company's independent auditors.

       6.                  TIME AND MANNER OF EXERCISE OF OPTION

       (a) Options  granted under the Plan shall,  subject to the  provisions of
Section 7, be exercisable as provided in this Section 6(a). The options  granted
under  this  Plan  shall  vest  1/3 on  each of the  first,  second,  and  third
anniversaries of the date of grant.  Following the third anniversary of the date
of  grant,  all  options  granted  pursuant  to  a  particular  grant  shall  be
exercisable in full.

       (b) To the extent that the right to exercise an option has accrued and is
in effect,  the option may be exercised in full at one time or in part from time
to time by giving written notice, signed by the person or persons exercising the
option,  to  Mercury,  stating  the number of Shares  with  respect to which the
option is being exercised, accompanied by payment in full for such Shares, which
payment must be in cash or certified  check payable to the order of the Company;
provided,  however,  that there shall be no such  exercise at any one time as to
fewer than Two Hundred  Fifty (250) Shares or all of the  remaining  Shares then
purchasable by the person or persons  exercising  the option,  if fewer than Two
Hundred Fifty (250) Shares.  Upon such exercise,  delivery of a certificate  for
paid-up  non-assessable  Shares  shall  be made at the  principal  Massachusetts
office of Mercury to the person or persons  exercising  the option at such time,
during ordinary  business hours, not more than thirty (30) days from the date of
receipt of the notice by Mercury,  as shall be designated in such notice,  or at
such time,  place and manner as may be agreed  upon by Mercury and the person or
persons exercising the option.

       7.                  TERM OF OPTIONS

       (a) Each option shall expire ten (10) years from the date of the granting
thereof, but shall be subject to earlier termination as herein provided.

       (b) In the event of the death of an optionee,  the option granted to such
optionee may be  exercised,  to the extent the optionee was entitled to do so on
the date of such  optionee's  death,  by the estate of such  optionee  or by any
person or persons who acquired  the right to exercise  such option by bequest or
inheritance  or otherwise by reason of the death of such  optionee.  Such option
may be exercised at any time within one (1) year after the date of death of such
optionee,  at which time the  option  shall  terminate,  or prior to the date on
which the option otherwise expires by its terms, whichever is earlier.

       (c) In the event that an optionee ceases to be a director of Mercury, the
option  granted to such optionee may be exercised by him, but only to the extent
that under  Section 6 hereof the right to exercise the option has accrued and is
in effect.  Such option may be  exercised at any time within one (1) month after
the date such  optionee  ceases to be a director of  Mercury,  at which time the
option shall  terminate,  but in any event prior to the date on which the option
expires by its terms, whichever is earlier, unless termination as a director (a)
was by Mercury for cause, in which case the option shall  terminate  immediately
at the time the optionee ceases to be a director of Mercury, (b) was because the
optionee  has become  disabled  (within the  meaning of Section  22(e)(3) of the
Code), or (c) was by reason of the death of the optionee.  In the case of death,
see  Section  7(b) of the Plan.  In the case of  disability,  the  option may be
exercised,  to the extent then exercisable  under Section 6 hereof,  at any time
within one (1) year after the date of termination of the optionee's directorship
with Mercury,  at which time the option shall terminate,  but in any event prior
to the date on which the option  otherwise  expires by its terms,  whichever  is
earlier.
<PAGE>
       8.                  OPTIONS NOT TRANSFERABLE

       The right of any optionee to exercise an option  granted to him under the
Plan shall not be assignable or transferable by such optionee  otherwise than by
will or the  laws of  descent  and  distribution,  or  pursuant  to a  qualified
domestic  relations  order as  defined  by the  Code or Title I of the  Employee
Retirement  Income  Security Act, or the rules  thereunder.  Any option  granted
under the Plan shall be exercisable during the lifetime of such optionee only by
him. Any option granted under the Plan shall be null and void and without effect
upon the  bankruptcy  of the  optionee,  or upon  any  attempted  assignment  or
transfer, except as herein provided,  including without limitation any purported
assignment,  whether voluntary or by operation of law, pledge,  hypothecation or
other disposition, attachment, trustee process or similar process, whether legal
or equitable, upon such option.

       9.                  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

       In the event that the  outstanding  Shares of the common stock of Mercury
are changed into or exchanged for a different  number or kind of shares or other
securities of Mercury or of another corporation by reason of any reorganization,
merger,  consolidation,  recapitalization,   reclassification,  stock  split-up,
combination  of  shares or  dividends  payable  in  capital  stock,  appropriate
adjustment  shall  be  made  in the  number  and  kind  of  shares  as to  which
outstanding options, or portions thereof then unexercised, shall be exercisable,
to the end that the  proportionate  interest of the optionee shall be maintained
as before the  occurrence  of such event,  and such  adjustment  in  outstanding
options  shall be made  without  change in the  total  price  applicable  to the
unexercised  portion of such options and with a corresponding  adjustment in the
option price per share.

       10.        RESTRICTIONS ON ISSUE OF SHARES

       Notwithstanding the provisions of Section 6 hereof, Mercury may delay the
issuance of Shares  covered by the  exercise of any option and the delivery of a
certificate  for such  Shares  until one of the  following  conditions  shall be
satisfied:

                (i) the  Shares  with  respect  to  which  an  option  has  been
exercised  are at the time of the issue of such  Shares  effectively  registered
under  applicable  Federal and state  securities  acts now in force or hereafter
amended; or

                (ii)  counsel  for Mercury  shall have given an  opinion,  which
opinion shall not be unreasonably  conditioned or withheld, that such Shares are
exempt from registration  under applicable Federal and state securities acts now
in force or hereafter amended.

       It is  intended  that  all  exercises  of  options  shall  be  effective.
Accordingly,  Mercury shall use its best efforts to bring about  compliance with
the above  conditions  within a reasonable  time,  except that Mercury  shall be
under  no  obligation  to cause a  registration  statement  or a  post-effective
amendment to any registration statement to be prepared at its expense solely for
the purpose of  covering  the issue of Shares in respect of which any option may
be exercised, except as otherwise agreed to by Mercury in writing.

       11. RIGHTS OF HOLDER ON PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION

       Unless the Shares to be issued upon  exercise of an option  granted under
the Plan have been  effectively  registered under the Securities Act of 1933, as
now in force or hereafter amended, Mercury shall be under no obligation to issue
any Shares covered by any option unless the person who exercises such option, in
whole or in part, shall give a written representation and undertaking to Mercury
which is satisfactory in form and scope to counsel to Mercury and upon which, in
the opinion of such counsel,  Mercury may reasonably  rely, that he is acquiring
the Shares  issued to him  pursuant  to such  exercise of the option for his own
account as an investment and not with a view to, or for sale in connection with,
the  distribution  of any such Shares,  and that he will make no transfer of the
same except in compliance with any rules and regulations in force at the time of
such transfer under the Securities Act of 1933, or any other applicable law, and
that if Shares are issued without such  registration a legend to this effect may
be endorsed  upon the  securities  so issued.  In the event that Mercury  shall,
nevertheless,  deem it necessary or desirable to register  under the  Securities
Act of 1933 or other  applicable  statutes  any Shares with  respect to which an
option shall have been  exercised,  or to qualify any such Shares for  exemption
from the Securities Act of 1933 or other applicable statutes, then Mercury shall
take such  action at its own expense and may  require  from each  optionee  such
information  in  writing  for  use in any  registration  statement,  prospectus,
preliminary  prospectus or offering circular as is reasonably necessary for such
purpose and may require  reasonable  indemnity  to Mercury and its  officers and
directors from such holder against all losses,  claims,  damages and liabilities
arising from such use of the  information  so furnished and caused by any untrue
statement  of any  material  fact  therein or caused by the  omission to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were made.
<PAGE>
       12.        LOANS PROHIBITED

       Mercury shall not,  directly or indirectly,  lend money to an optionee or
to any person or persons  entitled  to exercise an option by reason of the death
of an optionee for the purpose of assisting  him or them in the  acquisition  of
Shares covered by an option granted under the Plan.

       13.        APPROVAL OF STOCKHOLDERS

       The Plan shall be subject to approval by the vote of stockholders holding
at least a majority of the voting stock of Mercury  voting in person or by proxy
at a duly  held  stockholders'  meeting,  or by  written  consent  of all of the
stockholders,  and shall take effect immediately as of its date of adoption upon
such approval.

       14.        EXPENSES OF THE PLAN

       All costs and  expenses of the adoption  and  administration  of the Plan
shall be borne by  Mercury,  and none of such  expenses  shall be charged to any
optionee.

       15.        TERMINATION AND AMENDMENT OF PLAN

       Unless sooner terminated as herein provided, the Plan shall terminate ten
(10)  years  from the  date  upon  which  the  Plan  was  duly  approved  by the
stockholders.  The  Board  may at any  time  terminate  the  Plan or  make  such
modification or amendment thereof as it deems advisable,  provided however that,
except as provided in Section 9 hereof,  no  modification  or  amendment  to the
provisions  of the Plan may be made more than once  every six (6)  months  other
than to  comport  with  changes  in the Code,  the  Employee  Retirement  Income
Security  Act,  or the rules  thereunder,  if the  effect of such  amendment  or
modification  would be to change (i) the requirements for eligibility  under the
Plan,  (ii) the timing of the grants of options to be granted  under the Plan or
the exercise price or vesting  schedule  thereof,  or (iii) the number of Shares
subject to options to be granted  under the Plan either in the  aggregate  or to
one director.  Any amendment to the  provisions of the Plan which (i) materially
increases the number of Shares which may be subject to options granted under the
Plan, (ii) materially  increases the benefits accruing to Participants under the
Plan,  or  (iii)   materially   modifies  the  requirement  for  eligibility  to
participate  in the Plan,  shall be subject to approval by the  stockholders  of
Mercury  obtained in the manner stated in Section 13 hereof.  Termination or any
modification  or  amendment  of the Plan shall not,  without  the  consent of an
optionee, affect his rights under an option previously granted to him.

       16.        LIMITATION OF RIGHTS IN THE OPTION SHARES

       An optionee  shall not be deemed for any purpose to be a  stockholder  of
Mercury with respect to any of the options  except to the extent that the option
shall have been exercised with respect  thereto and, in addition,  a certificate
shall have been issued theretofore and delivered to the optionee.

       17.        NOTICES

       Any  communication  or notice required or permitted to be given under the
Plan  shall be in  writing,  and  mailed  by  registered  or  certified  mail or
delivered by hand, if to Mercury, to its principal place of business, attention:
President, and, if to an optionee, to the address as appearing on the records of
Mercury.

       18.        COMPLIANCE WITH RULE 16b-3
                  --------------------------
       It is the  intention of Mercury that the Plan comply in all respects with
Rule 16b-3  promulgated  under Section 16(b) of the  Securities  Exchange Act of
1934 (the "Act") and that Participants remain disinterested persons for purposes
of administering other employee benefit plans of Mercury and having transactions
under such other plans be exempt from Section  16(b) of the Act.  Therefore,  if
any Plan  provision is found not to be in  compliance  with Rule 16b-3 or if any
Plan  provisions  would  disqualify  Participants  from remaining  disinterested
persons,  that  provisions  shall be deemed null and void, and in all events the
Plan shall be construed in favor of its meeting the requirements of Rule 16b-3.

APPROVED BY BOARD OF DIRECTORS:       June 15, 1998
                                    ------------------------

APPROVED BY THE STOCKHOLDERS:         October 27, 1998
                                    ----------------------




<PAGE>


Exhibit 5.1  Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation

                                December 28, 2000

Mercury Computer Systems, Inc.
199 Riverneck Road
Chelmsford, MA 01824

Ladies and Gentlemen:

We are  general  counsel to Mercury  Computer  Systems,  Inc.,  a  Massachusetts
corporation  (the  "Company"),  and as such  counsel  we are  familiar  with the
corporate  proceedings  taken in  connection  with the adoption of the Company's
1998 Stock Option Plan for Non-Employee Directors. We are also familiar with the
registration  statement  on Form  S-8 to  which a copy of this  opinion  will be
attached as an exhibit.

As  such  counsel,  we have  examined  the  corporate  records  of the  Company,
including the Restated Articles of Organization, By-laws, stock records, minutes
of meetings of its Board of Directors and  stockholders and such other documents
as we have deemed necessary as a basis for the opinions herein expressed.

Based upon the foregoing,  and having regard for such legal considerations as we
deem relevant, we are of the opinion that:

1. The Company is duly organized and validly existing under the laws of the
Commonwealth of Massachusetts;

2. The Company has authorized the issuance of 40,000,000  shares of common stock
having a par value of $.01 per share and  1,000,000  shares of  preferred  stock
having a par value of $.01 per share.

3. The  shares of  common  stock  issuable  pursuant  to the Plan,  when sold in
accordance  with the terms  thereof,  will be  legally  issued,  fully  paid and
non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement on Form S-8 and to the reference to us under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.

                                                 Very truly yours,

                                                 /s/Hutchins, Wheeler & Dittmar

                                                 HUTCHINS, WHEELER & DITTMAR
                                                 A Professional Corporation


<PAGE>


Exhibit 23.1                        Consent of Independent Public Accountants


CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  August  17,  2000  relating  to the
financial  statements  and  financial  statement  schedule  of Mercury  Computer
Systems,  Inc., which appears in Mercury Computer Systems,  Inc.'s Annual Report
on Form 10-K for the year ended June 30, 2000.

PricewaterhouseCooper  LLP

Boston, Massachusetts
December 28, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "MERCURY FORM S-8", "secsgml_size_bytes": 43418}]
{"company-data": {"conformed-name": "MERCURY COMPUTER SYSTEMS INC", "cik": "0001049521", "assigned-sic": "3670", "irs-number": "042741391", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52864", "film-number": "797473"}, "business-address": {"street1": "199 RIVERNECK RD", "city": "CHELMSFORD", "state": "MA", "zip": "01824", "phone": "9782561300"}, "mail-address": {"street1": "199 RIVERNECK ROAD", "city": "CHELMSFORD", "state": "MA", "zip": "01824"}}
Registration

                                   Number 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                         MERCURY COMPUTER SYSTEMS, INC.

               (Exact name of issuer as specified in its charter)

                            Massachusetts 04-2741391

          (State of Incorporation) (IRS Employer Identification Number)

                    199 Riverneck Road, Chelmsford, MA 01824

                    (Address of Principal Executive Offices)

                                 (978) 256-1300

              (Registrant's telephone number, including area code)

                         MERCURY COMPUTER SYSTEMS, INC.

                           1998 Stock Option Plan For

                             Non-Employee Directors

                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire

                           Hutchins, Wheeler & Dittmar

                           A Professional Corporation

                               l01 Federal Street

                           Boston, Massachusetts 02110

                                 (617) 951-6600

            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
         Title of                                               Proposed                   Proposed
        securities                    Amount                     maximum                    maximum
           to be                       to be                    offering                   aggregate                  Amount of
        registered                  registered                    price                    offering                 registration
                                                                per share                    price                       fee
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
---------------------------- -------------------------- -------------------------- -------------------------- --------------------

---------------------------- -------------------------- -------------------------- -------------------------- --------------------
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
Common   Stock,   $.01  par        49,870 shares                 $ 7.813                 $ 389,634.31
value
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
Common   Stock,   $.01  par        14,220 shares                 $17.000                    241,740.00
value
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
Common   Stock,   $.01  par        15,440 shares                 $27.500                    424,600.00
value
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
TOTAL                              79,530 shares                                         $1,055,974.30                 $263.99
---------------------------- -------------------------- -------------------------- -------------------------- --------------------
(1) Also  registered  hereunder are such  additional  number of shares of
       Common Stock,  presently  indeterminable,  as may be necessary to satisfy
       the  antidilution  provisions  of the  Plan to  which  this  Registration
       Statement relates.

       (2) The  registration  fee has been calculated with respect to the 79,530
         shares  registered  on the basis of the price at which  options  may be
         exercised.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The Company hereby incorporates by reference the documents listed in (a) through
(c) below. In addition, all documents subsequently filed by the Company pursuant
to Section 13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934
(prior  to  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  in this
Registration  Statement and to be a part thereof from the date of filing of such
documents.

       (a) The Company's latest annual report filed pursuant to Section 13(a) or
       15(d) of the  Securities  Exchange  Act of 1934 or the latest  Prospectus
       filed  pursuant to Rule 424(b) under the  Securities  Act of 1933,  which
       contains  either  directly  or  by  incorporation  by  reference  audited
       financial  statements for the Company's latest fiscal year for which such
       statements have been filed.

       (b) All of the reports filed by the Company  pursuant to Section 13(a) or
       15(d) of the Securities  Exchange Act of 1934 since the end of the fiscal
       year covered by the annual  report or the  Prospectus  referred to in (a)
       above.

       (c) The  description of the Company's  Common Stock which is contained in
       the  Registration  Statement  filed by the Company  under the  Securities
       Exchange  Act of 1934,  including  any  amendment or report filed for the
       purpose of updating such description.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

The  validity of the  authorization  and  issuance of the Common  Stock  offered
hereby  will be passed upon for the Company by  Hutchins,  Wheeler & Dittmar,  A
Professional  Corporation,  Boston,  Massachusetts.  Anthony J. Medaglia, Jr., a
stockholder of Hutchins, Wheeler & Dittmar, A Professional Corporation,  and the
clerk of the Company  beneficially  owns 27,750 shares of the  Company's  Common
Stock.

Item 6.  Indemnification of Directors and Officers

Section  67 of  Chapter  156B  of  the  General  Laws  of  the  Commonwealth  of
Massachusetts provides as follows:

"Section 67. Indemnification of directors,  officers, employees and other agents
of a corporation,  and persons who serve at its request as directors,  officers,
employees or other agents of another  organization,  or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever  extent shall be specified in or  authorized  by (i) the articles of
organization  or (ii) a  by-law  adopted  by the  stockholders  or  (iii) a vote
adopted by the holders of a majority of the shares of stock  entitled to vote on
the election of  directors.  Except as the articles of  organization  or by-laws
otherwise  require,  indemnification of any persons referred to in the preceding
sentence who are not directors of the  corporation  may be provided by it to the
extent authorized by the directors.  Such indemnification may include payment by
the corporation of expenses  incurred in defending a civil or criminal action or
proceeding  in advance of the final  disposition  of such action or  proceeding,
upon receipt of an undertaking  by the person  indemnified to repay such payment
if he shall be  adjudicated  to be not  entitled to  indemnification  under this
section which  undertaking  may be accepted  without  reference to the financial
ability  of such  person  to make  repayment.  Any such  indemnification  may be
provided  although  the  person  to be  indemnified  is no  longer  an  officer,
director,  employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.
No  indemnification  shall be provided for any person with respect to any matter
as to which he shall have been  adjudicated  in any proceeding not to have acted
in good faith in the reasonable  belief that his action was in the best interest
of the  corporation  or to the extent that such matter  relates to service  with
respect to an employee  benefit plan, in the best interests of the  participants
or beneficiaries of such employee benefit plan.

The absence of any express  provision  for  indemnification  shall not limit any
right of indemnification existing independently of this section.

A corporation  shall have power to purchase and maintain  insurance on behalf of
any person who is or was a  director,  officer,  employee  or other agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."

Article 6 of the Restated Articles of Organization,  as amended,  of the Company
reads as follows:

                                   Article 6.

"Other  lawful  provisions  for the conduct and  regulation  of the business and
affairs of the  Corporation,  for its  voluntary  dissolution  or for  limiting,
defining or  regulating  the powers of the  Corporation,  or of its directors or
stockholders, or of any class of stockholders are as follows: [...]

No  Director  of the  Corporation  shall be  liable  to the  Corporation  or its
stockholders  for monetary  damages for breach of  fiduciary  duty as a Director
notwithstanding  any statutory  provision or other law imposing such  liability,
except for liability of a director (i) for any breach of the Director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii) under Section 61 or 62 of Chapter 156 of the  Massachusetts  General
Laws, or (iv) for any  transaction  from which the Director  derived an improper
personal benefit."

Article 7 of the Amended By-Laws of the Company provides as follows:

                                   Article 7.

                    Indemnification of Directors and Officers

Section 7.1             Definitions

"For purposes of this Article 7:

(a)  'Director/officer'  means any  person  who is  serving  or has  served as a
Director,  officer or employee of the  Corporation  appointed  or elected by the
Board of Directors or the  stockholders  of the  Corporation,  or any  Director,
officer  or  employee  of the  Corporation  who is  serving or has served at the
request of the Corporation as a Director, officer, trustee, principal,  partner,
employee or other agent of any other organization.

(b)  'Proceeding'  means any  action,  suit or  proceeding,  civil or  criminal,
brought  or  threatened  in or before  any court,  tribunal,  administrative  or
legislative body or agency.

(c) 'Expense' means any fine or penalty,  and any liability fixed by a judgment,
order, decree or award in a Proceeding, any amount reasonably paid in settlement
of a Proceeding and any  professional  fees and other  disbursements  reasonably
incurred in connection with a Proceeding.
Section 7.2           Right to Indemnification

Except as limited by law or as provided in Sections  7.3 and 7.4 of this Article
7, each Director/officer (and his heirs and personal  representatives)  shall be
indemnified   by  the   Corporation   against  any  Expense   incurred  by  such
Director/officer  in  connection  with  each  Proceeding  in  which he or she is
involved   as  a  result  of  his  or  her   serving  or  having   served  as  a
Director/officer.

Section 7.3           Indemnification Not Available

No  indemnification  shall be provided to a  Director/officer  with respect to a
Proceeding as to which it shall have been adjudicated that he or she did not act
in good faith in the  reasonable  belief  that his or her action was in the best
interests of the Corporation.

Section 7.4           Compromise or Settlement

In the event that a  Proceeding  is  compromised  or settled so as to impose any
liability  or  obligation  on a  Director/officer  or upon the  Corporation,  no
indemnification  shall be provided as to said  Director/officer  with respect to
such Proceeding if such Director/officer shall have been adjudicated not to have
acted in good faith in the  reasonable  belief that his or her action was in the
best interests of the Corporation.

Section 7.5           Advances

The  Corporation  shall pay sums on account of  indemnification  in advance of a
final  disposition  of a  Proceeding  upon  receipt  of an  undertaking  by  the
Director/officer to repay such sums if it is subsequently established that he or
she is not entitled to indemnification  pursuant to Sections 7.3 and 7.4 hereof,
which  undertaking may be accepted without reference to the financial ability of
such person to make repayment.

Section 7.6           Not Exclusive

Nothing  in this  Article 7 shall  limit any  lawful  rights to  indemnification
existing independently of this Article 7.

Section 7.7           Insurance

The  provisions  of this  Article  7 shall  not  limit the power of the Board of
Directors to authorize  the purchase and  maintenance  of insurance on behalf of
any  Director/officer  against any Expense whether or not the Corporation  would
have the power to indemnify  such  Director/officer  against such Expense  under
this Article 7."

Item 7.  Exemption from Registration Claimed

Not Applicable.
Item 8.  Exhibits

          Number                 Description

          4.1        1998 Stock Option Plan for Non-Employee Directors

           5.1       Opinion of Hutchins, Wheeler & Dittmar, A Professional
                     Corporation

          23.1       Consent of Independent Public Accountants

          23.2       Consent of Hutchins, Wheeler & Dittmar, A
                     Professional Corporation (included in Exhibit 5.1)
Item 9.  Undertakings

          The undersigned Registrant hereby undertakes the following:

          (a)  The undersigned Registrant hereby undertakes:

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

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

           (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;

          (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)(l)(i) and (a)(l)(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 Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

             (2) 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.

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act 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 bona fide offering thereof.
(c)  The   undersigned   Registrant   hereby   undertakes,   that,   insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 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  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
-registered,  the  Registrant  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 Chelmsford, Massachusetts on December 28, 2000.

                                                 MERCURY COMPUTER SYSTEMS, INC.

                                                 By /s/ James R. Bertelli

                                                    James R. Bertelli
                                                    President

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/ James R. Bertelli                                    President, Chief Executive              December 28, 2000
James R. Bertelli                                         Officer and Director

G. Mead Wyman                                             Vice President, Chief
G. Mead Wyman                                             Financial Officer and
                                                          Treasurer

/s/ Gordon B. Baty                                        Director                               December 28, 2000
Gordon B. Baty

/s/ Albert P. Belle Isle                                  Director                               December 28, 2000
Albert P. Belle Isle

James A. Dwyer                                            Director

/s/ Sherman N. Mullin                                     Director                               December 28, 2000
Sherman N. Mullin

/s/ Melvin Sallen                                         Director                               December 28, 2000
Melvin Sallen
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                         MERCURY COMPUTER SYSTEMS, INC.

             (Exact name of registrant as specified in its charter)
Exhibit 4.5

                         MERCURY COMPUTER SYSTEMS, INC.

                             1998 STOCK OPTION PLAN

                           FOR NON-EMPLOYEE DIRECTORS

       1.         PURPOSE

       The purpose of this Mercury Computer Systems, Inc. 1998 Stock Option Plan
for Non-Employee Directors (the "Plan") is to attract and retain the services of
experienced  and  knowledgeable  independent  directors  who are  not  employees
(sometimes  referred  to  herein  collectively  as  "Participants")  of  Mercury
Computer  Systems,   Inc.  ("Mercury")  for  the  benefit  of  Mercury  and  its
stockholders  and to  provide  additional  incentive  for such  Participants  to
continue to work in the best interests of Mercury and its  stockholders  through
continuing ownership of its common stock.

       2.                  SHARES SUBJECT TO THE PLAN

       The total  number of shares  of common  stock,  par value  $.01 per share
("Shares"), of Mercury for which options may be granted under the Plan shall not
exceed  100,000 in the  aggregate,  subject to  adjustment  in  accordance  with
Section 9 hereof.

       3.         ELIGIBILITY; GRANT OF OPTION

       On September 30 of each of 1998,  1999,  2000, 2001 and 2002, each person
who is then a member of the Board of Directors of Mercury (the  "Board") and who
is not then an employee of Mercury or any subsidiary  shall be granted an option
to acquire  the Formula  Number of Shares  under the Plan.  Any options  granted
prior to  stockholder  approval of this Plan shall become  effective as of their
date of grant only upon  stockholder  approval of this Plan in  accordance  with
Section 13 hereof.  The options shall be  non-qualified  options not intended to
meet the  requirements  of Section 422 of the Internal  Revenue Code of 1986, as
amended (the "Code").

       The Formula  Number shall be that number equal to one percent (1%) of the
net income of Mercury for the most recent  fiscal year ending prior to the grant
date as shown on  Mercury's  audited  financial  statements  divided by the fair
market value of a share of Mercury common stock,  as determined  under Section 5
hereof, on the first day of such most recent fiscal year,  divided by the number
of the non-employee Directors of Mercury granted options hereunder on such grant
date. No fractional shares shall be issued.

       4.                  OPTION AGREEMENT

       Each  option  granted  under  the Plan  shall be  evidenced  by an option
agreement  (the  "Agreement")  duly  executed  on behalf of  Mercury  and by the
director to whom such option is granted,  which Agreements shall comply with and
be subject to the terms and conditions of the Plan.

       5.                  OPTION EXERCISE PRICE

       Subject to the provisions of Section 9 hereof,  the option exercise price
for an option  granted  under  the Plan  shall be the fair  market  value of the
Shares of the common stock of Mercury covered by the option on the date of grant
of the option.  For the purposes hereof,  the fair market value of the Shares of
the common stock of Mercury shall be  determined as follows.  If such shares are
then listed on any national securities exchange,  the fair market value shall be
the mean  between the high and low sales  prices,  if any,  on the largest  such
exchange on the date of the grant of the option or, if none, shall be determined
by taking a weighted  average of the means  between the highest and lowest sales
prices on the nearest  date before and the nearest  date after the date of grant
in accordance with Treasury Regulations Section 25.2512-2. If the shares are not
then listed on any such exchange,  the fair market value of such shares shall be
the mean  between  the high and low sales  prices,  if any,  as  reported in the
National  Association of Securities Dealers Automated  Quotation System National
Market  System  ("NASDAQ/NMS")  for the date of the grant of the option,  or, if
none,  shall be determined by taking a weighted average of the means between the
highest and lowest  sales on the nearest  date before and the nearest date after
the date of grant in accordance with Treasury Regulations Section 25.2512-2.  If
the  shares  are not then  either  listed  on any such  exchange  or  quoted  in
NASDAQ/NMS,  the fair market  value shall be the mean between the average of the
"Bid" and the average of the "Ask"  prices,  if any, as reported in the National
Daily  Quotation  Service for the date of the grant of the option,  or, if none,
shall be  determined  by taking a  weighted  average  of the means  between  the
highest and lowest  sales prices on the nearest date before and the nearest date
after  the  date of  grant  in  accordance  with  Treasury  Regulations  Section
25.2512-2.  If the fair market value cannot be  determined  under the  preceding
three sentences, it shall be determined by the Company's independent auditors.

       6.                  TIME AND MANNER OF EXERCISE OF OPTION

       (a) Options  granted under the Plan shall,  subject to the  provisions of
Section 7, be exercisable as provided in this Section 6(a). The options  granted
under  this  Plan  shall  vest  1/3 on  each of the  first,  second,  and  third
anniversaries of the date of grant.  Following the third anniversary of the date
of  grant,  all  options  granted  pursuant  to  a  particular  grant  shall  be
exercisable in full.

       (b) To the extent that the right to exercise an option has accrued and is
in effect,  the option may be exercised in full at one time or in part from time
to time by giving written notice, signed by the person or persons exercising the
option,  to  Mercury,  stating  the number of Shares  with  respect to which the
option is being exercised, accompanied by payment in full for such Shares, which
payment must be in cash or certified  check payable to the order of the Company;
provided,  however,  that there shall be no such  exercise at any one time as to
fewer than Two Hundred  Fifty (250) Shares or all of the  remaining  Shares then
purchasable by the person or persons  exercising  the option,  if fewer than Two
Hundred Fifty (250) Shares.  Upon such exercise,  delivery of a certificate  for
paid-up  non-assessable  Shares  shall  be made at the  principal  Massachusetts
office of Mercury to the person or persons  exercising  the option at such time,
during ordinary  business hours, not more than thirty (30) days from the date of
receipt of the notice by Mercury,  as shall be designated in such notice,  or at
such time,  place and manner as may be agreed  upon by Mercury and the person or
persons exercising the option.

       7.                  TERM OF OPTIONS

       (a) Each option shall expire ten (10) years from the date of the granting
thereof, but shall be subject to earlier termination as herein provided.

       (b) In the event of the death of an optionee,  the option granted to such
optionee may be  exercised,  to the extent the optionee was entitled to do so on
the date of such  optionee's  death,  by the estate of such  optionee  or by any
person or persons who acquired  the right to exercise  such option by bequest or
inheritance  or otherwise by reason of the death of such  optionee.  Such option
may be exercised at any time within one (1) year after the date of death of such
optionee,  at which time the  option  shall  terminate,  or prior to the date on
which the option otherwise expires by its terms, whichever is earlier.

       (c) In the event that an optionee ceases to be a director of Mercury, the
option  granted to such optionee may be exercised by him, but only to the extent
that under  Section 6 hereof the right to exercise the option has accrued and is
in effect.  Such option may be  exercised at any time within one (1) month after
the date such  optionee  ceases to be a director of  Mercury,  at which time the
option shall  terminate,  but in any event prior to the date on which the option
expires by its terms, whichever is earlier, unless termination as a director (a)
was by Mercury for cause, in which case the option shall  terminate  immediately
at the time the optionee ceases to be a director of Mercury, (b) was because the
optionee  has become  disabled  (within the  meaning of Section  22(e)(3) of the
Code), or (c) was by reason of the death of the optionee.  In the case of death,
see  Section  7(b) of the Plan.  In the case of  disability,  the  option may be
exercised,  to the extent then exercisable  under Section 6 hereof,  at any time
within one (1) year after the date of termination of the optionee's directorship
with Mercury,  at which time the option shall terminate,  but in any event prior
to the date on which the option  otherwise  expires by its terms,  whichever  is
earlier.
8.                  OPTIONS NOT TRANSFERABLE

       The right of any optionee to exercise an option  granted to him under the
Plan shall not be assignable or transferable by such optionee  otherwise than by
will or the  laws of  descent  and  distribution,  or  pursuant  to a  qualified
domestic  relations  order as  defined  by the  Code or Title I of the  Employee
Retirement  Income  Security Act, or the rules  thereunder.  Any option  granted
under the Plan shall be exercisable during the lifetime of such optionee only by
him. Any option granted under the Plan shall be null and void and without effect
upon the  bankruptcy  of the  optionee,  or upon  any  attempted  assignment  or
transfer, except as herein provided,  including without limitation any purported
assignment,  whether voluntary or by operation of law, pledge,  hypothecation or
other disposition, attachment, trustee process or similar process, whether legal
or equitable, upon such option.

       9.                  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

       In the event that the  outstanding  Shares of the common stock of Mercury
are changed into or exchanged for a different  number or kind of shares or other
securities of Mercury or of another corporation by reason of any reorganization,
merger,  consolidation,  recapitalization,   reclassification,  stock  split-up,
combination  of  shares or  dividends  payable  in  capital  stock,  appropriate
adjustment  shall  be  made  in the  number  and  kind  of  shares  as to  which
outstanding options, or portions thereof then unexercised, shall be exercisable,
to the end that the  proportionate  interest of the optionee shall be maintained
as before the  occurrence  of such event,  and such  adjustment  in  outstanding
options  shall be made  without  change in the  total  price  applicable  to the
unexercised  portion of such options and with a corresponding  adjustment in the
option price per share.

       10.        RESTRICTIONS ON ISSUE OF SHARES

       Notwithstanding the provisions of Section 6 hereof, Mercury may delay the
issuance of Shares  covered by the  exercise of any option and the delivery of a
certificate  for such  Shares  until one of the  following  conditions  shall be
satisfied:

                (i) the  Shares  with  respect  to  which  an  option  has  been
exercised  are at the time of the issue of such  Shares  effectively  registered
under  applicable  Federal and state  securities  acts now in force or hereafter
amended; or

                (ii)  counsel  for Mercury  shall have given an  opinion,  which
opinion shall not be unreasonably  conditioned or withheld, that such Shares are
exempt from registration  under applicable Federal and state securities acts now
in force or hereafter amended.

       It is  intended  that  all  exercises  of  options  shall  be  effective.
Accordingly,  Mercury shall use its best efforts to bring about  compliance with
the above  conditions  within a reasonable  time,  except that Mercury  shall be
under  no  obligation  to cause a  registration  statement  or a  post-effective
amendment to any registration statement to be prepared at its expense solely for
the purpose of  covering  the issue of Shares in respect of which any option may
be exercised, except as otherwise agreed to by Mercury in writing.

       11. RIGHTS OF HOLDER ON PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION

       Unless the Shares to be issued upon  exercise of an option  granted under
the Plan have been  effectively  registered under the Securities Act of 1933, as
now in force or hereafter amended, Mercury shall be under no obligation to issue
any Shares covered by any option unless the person who exercises such option, in
whole or in part, shall give a written representation and undertaking to Mercury
which is satisfactory in form and scope to counsel to Mercury and upon which, in
the opinion of such counsel,  Mercury may reasonably  rely, that he is acquiring
the Shares  issued to him  pursuant  to such  exercise of the option for his own
account as an investment and not with a view to, or for sale in connection with,
the  distribution  of any such Shares,  and that he will make no transfer of the
same except in compliance with any rules and regulations in force at the time of
such transfer under the Securities Act of 1933, or any other applicable law, and
that if Shares are issued without such  registration a legend to this effect may
be endorsed  upon the  securities  so issued.  In the event that Mercury  shall,
nevertheless,  deem it necessary or desirable to register  under the  Securities
Act of 1933 or other  applicable  statutes  any Shares with  respect to which an
option shall have been  exercised,  or to qualify any such Shares for  exemption
from the Securities Act of 1933 or other applicable statutes, then Mercury shall
take such  action at its own expense and may  require  from each  optionee  such
information  in  writing  for  use in any  registration  statement,  prospectus,
preliminary  prospectus or offering circular as is reasonably necessary for such
purpose and may require  reasonable  indemnity  to Mercury and its  officers and
directors from such holder against all losses,  claims,  damages and liabilities
arising from such use of the  information  so furnished and caused by any untrue
statement  of any  material  fact  therein or caused by the  omission to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were made.
12.        LOANS PROHIBITED

       Mercury shall not,  directly or indirectly,  lend money to an optionee or
to any person or persons  entitled  to exercise an option by reason of the death
of an optionee for the purpose of assisting  him or them in the  acquisition  of
Shares covered by an option granted under the Plan.

       13.        APPROVAL OF STOCKHOLDERS

       The Plan shall be subject to approval by the vote of stockholders holding
at least a majority of the voting stock of Mercury  voting in person or by proxy
at a duly  held  stockholders'  meeting,  or by  written  consent  of all of the
stockholders,  and shall take effect immediately as of its date of adoption upon
such approval.

       14.        EXPENSES OF THE PLAN

       All costs and  expenses of the adoption  and  administration  of the Plan
shall be borne by  Mercury,  and none of such  expenses  shall be charged to any
optionee.

       15.        TERMINATION AND AMENDMENT OF PLAN

       Unless sooner terminated as herein provided, the Plan shall terminate ten
(10)  years  from the  date  upon  which  the  Plan  was  duly  approved  by the
stockholders.  The  Board  may at any  time  terminate  the  Plan or  make  such
modification or amendment thereof as it deems advisable,  provided however that,
except as provided in Section 9 hereof,  no  modification  or  amendment  to the
provisions  of the Plan may be made more than once  every six (6)  months  other
than to  comport  with  changes  in the Code,  the  Employee  Retirement  Income
Security  Act,  or the rules  thereunder,  if the  effect of such  amendment  or
modification  would be to change (i) the requirements for eligibility  under the
Plan,  (ii) the timing of the grants of options to be granted  under the Plan or
the exercise price or vesting  schedule  thereof,  or (iii) the number of Shares
subject to options to be granted  under the Plan either in the  aggregate  or to
one director.  Any amendment to the  provisions of the Plan which (i) materially
increases the number of Shares which may be subject to options granted under the
Plan, (ii) materially  increases the benefits accruing to Participants under the
Plan,  or  (iii)   materially   modifies  the  requirement  for  eligibility  to
participate  in the Plan,  shall be subject to approval by the  stockholders  of
Mercury  obtained in the manner stated in Section 13 hereof.  Termination or any
modification  or  amendment  of the Plan shall not,  without  the  consent of an
optionee, affect his rights under an option previously granted to him.

       16.        LIMITATION OF RIGHTS IN THE OPTION SHARES

       An optionee  shall not be deemed for any purpose to be a  stockholder  of
Mercury with respect to any of the options  except to the extent that the option
shall have been exercised with respect  thereto and, in addition,  a certificate
shall have been issued theretofore and delivered to the optionee.

       17.        NOTICES

       Any  communication  or notice required or permitted to be given under the
Plan  shall be in  writing,  and  mailed  by  registered  or  certified  mail or
delivered by hand, if to Mercury, to its principal place of business, attention:
President, and, if to an optionee, to the address as appearing on the records of
Mercury.

       18.        COMPLIANCE WITH RULE 16b-3
                  --------------------------
       It is the  intention of Mercury that the Plan comply in all respects with
Rule 16b-3  promulgated  under Section 16(b) of the  Securities  Exchange Act of
1934 (the "Act") and that Participants remain disinterested persons for purposes
of administering other employee benefit plans of Mercury and having transactions
under such other plans be exempt from Section  16(b) of the Act.  Therefore,  if
any Plan  provision is found not to be in  compliance  with Rule 16b-3 or if any
Plan  provisions  would  disqualify  Participants  from remaining  disinterested
persons,  that  provisions  shall be deemed null and void, and in all events the
Plan shall be construed in favor of its meeting the requirements of Rule 16b-3.

APPROVED BY BOARD OF DIRECTORS:       June 15, 1998
                                    ------------------------

APPROVED BY THE STOCKHOLDERS:         October 27, 1998
                                    ----------------------
Exhibit 5.1  Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation

                                December 28, 2000

Mercury Computer Systems, Inc.
199 Riverneck Road
Chelmsford, MA 01824

Ladies and Gentlemen:

We are  general  counsel to Mercury  Computer  Systems,  Inc.,  a  Massachusetts
corporation  (the  "Company"),  and as such  counsel  we are  familiar  with the
corporate  proceedings  taken in  connection  with the adoption of the Company's
1998 Stock Option Plan for Non-Employee Directors. We are also familiar with the
registration  statement  on Form  S-8 to  which a copy of this  opinion  will be
attached as an exhibit.

As  such  counsel,  we have  examined  the  corporate  records  of the  Company,
including the Restated Articles of Organization, By-laws, stock records, minutes
of meetings of its Board of Directors and  stockholders and such other documents
as we have deemed necessary as a basis for the opinions herein expressed.

Based upon the foregoing,  and having regard for such legal considerations as we
deem relevant, we are of the opinion that:

1. The Company is duly organized and validly existing under the laws of the
Commonwealth of Massachusetts;

2. The Company has authorized the issuance of 40,000,000  shares of common stock
having a par value of $.01 per share and  1,000,000  shares of  preferred  stock
having a par value of $.01 per share.

3. The  shares of  common  stock  issuable  pursuant  to the Plan,  when sold in
accordance  with the terms  thereof,  will be  legally  issued,  fully  paid and
non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement on Form S-8 and to the reference to us under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.

                                                 Very truly yours,

                                                 /s/Hutchins, Wheeler & Dittmar

                                                 HUTCHINS, WHEELER & DITTMAR
                                                 A Professional Corporation
Exhibit 23.1                        Consent of Independent Public Accountants

CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  August  17,  2000  relating  to the
financial  statements  and  financial  statement  schedule  of Mercury  Computer
Systems,  Inc., which appears in Mercury Computer Systems,  Inc.'s Annual Report
on Form 10-K for the year ended June 30, 2000.

PricewaterhouseCooper  LLP

Boston, Massachusetts
December 28, 2000