As filed with the Securities and Exchange Commission on June 2, 2000 -
                                                           Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

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

    Lawrence D. Firestone, 9586 I-25 Frontage Road, Longmont, Colorado 80504,
                                 (303) 774-3246
 (Name, address and telephone number, 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(3)         Offering Price       Registration Fee
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                          <C>                 <C>                     <C>
        Common Stock             100,000 Shares (1)(2)        $21.31              $2,131,000              $563
======================================================================================================================
</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)  175,500 shares of Common Stock were previously registered when the Form S-8
     (Registration  No.  333-47967)  was filed on March 13, 1998. The purpose of
     this Form S-8 is to register an additional  100,000  shares of Common Stock
     which have been reserved for issuance pursuant to approvals received at the
     Applied Films  Corporation  Annual Meeting of Shareholders held October 26,
     1999.
(3)  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 $21.31 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 May 26,  2000,  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>
INCORPORATION BY REFERENCE

     The contents of the Registration  Statement on Form S-8  (Registration  No.
333-47967) filed on March 13, 1998 are incorporated by reference.


PURPOSE OF THIS FORM S-8

     The purpose of this Form S-8 is to register an additional 100,000 shares of
Common  Stock which have been  reserved  for  issuance  under the Applied  Films
Corporation 1997 Stock Option Plan (the "Plan")  pursuant to approvals  received
at the Applied Films Corporation Annual Meeting of Shareholders held October 26,
1999. At that meeting,  the  Shareholders  approved the Second  Amendment to the
Applied Films Corporation 1997 Stock Option Plan (the "Second Amendment") as set
forth in the Applied Films Corporation Proxy Statement dated September 24, 1999.
The Second  Amendment  to the Plan was  approved  by the Board of  Directors  on
September  21, 1999. As amended by the Second  Amendment,  the Plan provides for
the granting of options to key  employees of Applied Films  Corporation  and its
subsidiaries  to purchase,  in the  aggregate,  not more than 272,500  shares of
Common Stock of Applied Films Corporation.


                                      S-2
<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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized,  in the City of Longmont, State of Colorado, on the 25th day of
April, 2000.

                          APPLIED FILMS CORPORATION

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


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Thomas T. Edman and Lawrence D. Firestone,  and
each of them, his 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 on Form S-8 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 o
cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed below on April 25, 2000,  by
the following persons in the capacities indicated.


          Signatures                                  Title

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

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

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

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

   /s/ Vincent Sollitto, Jr.            Director
      Vincent Sollitto, Jr.

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

    /s/ Cecil Van Alsburg               Director
       Cecil Van Alsburg

                                      S-3
<PAGE>
                    CONSENT OF INDEPENDENT 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 27, 1999,
included  in Applied  Films  Corporation's  Registration  Statement  on Form S-1
(Registration No. 333-95389), and to all references to our firm included in this
registration statement.


                                                   ARTHUR ANDERSEN LLP

                                                   /s/ ARTHUR ANDERSEN LLP





Denver, Colorado
June 1, 2000




                                      S-4
<PAGE>
                                  EXHIBIT INDEX

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




Exhibit 4.1         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 4.2         Second Amendment to the Applied Films Corporation 1997 Stock
                    Option Plan

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

Exhibit 23(a)       Consent of Arthur Andersen LLP - included on page S-3 hereof

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

Exhibit 24          Power of Attorney - included on page S-2 hereof





                                       S-5
<PAGE>
                             SECOND AMENDMENT TO THE
                            APPLIED FILMS CORPORATION
                             1997 STOCK OPTION PLAN


                                   BACKGROUND

     1. Effective  April 29, 1997,  Applied Films  Corporation  (the  "Company")
adopted and approved the Applied Films  Corporation  1997 Stock Option Plan (the
"Original Plan").

     2. Effective September 19, 1997, the Company adopted and approved the First
Amendment to the Applied  Films  Corporation  1997 Stock Option Plan (the "First
Amendment," and together with the Original Plan, the "Plan").

     3. The Plan provides for the reservation,  for purposes of the Plan, of one
hundred seventy-two five hundred (172,500) shares of the Company's common stock,
no par value per share.

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

                                    AGREEMENT

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

          Subject  to  the  adjustments  as  provided  in  paragraph  6(g),  the
     aggregate  number of shares  reserved for purposes of the Plan shall be Two
     Hundred Seventy-two Thousand Five Hundred (272,500) shares of the Company's
     Common Stock, no par value per share ("Common  Stock").  If any outstanding
     option  under the Plan for any  reason  expires  or is  terminated  for any
     reason  before April 29,  2007,  the shares  allocable  to the  unexercised
     portion of such option may again be subjected to an option under the Plan.

     2. The  provisions  of Section 6(k) shall be deleted in their  entirety and
Section 6(l) shall be renumbered as Section 6(k):

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

     Approved by the Board of Directors of the Company on September 21, 1999.

                                                   APPLIED FILMS CORPORATION


                                                   /s/ John S. Chapin
                                                   John S. Chapin, Secretary

     Approved by the Shareholders of the Company on October 26, 1999.

                                                   APPLIED FILMS CORPORATION


                                                   /s/ John S. Chapin
                                                   John S. Chapin, Secretary



                                   EXHIBIT 4.2
<PAGE>
                                  June 2, 2000



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

      Re:    Registration Statement on Form S-8 Relating to the Second Amendment
             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,  100,000 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 100,000 shares
covered by the Registration  Statement,  upon the exercise of stock options,  at
the prices  described in the Registration  Statement,  but not less than the par
value  thereof,  and upon  delivery  of such  shares  and  payment  therefor  in
accordance  with the terms  stated in the Plan and the  Registration  Statement,
will be duly and legally  authorized,  issued and  outstanding and will be fully
paid and nonassessable.

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

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                  /s/ Varnum, Riddering, Schmidt & Howlett LLP







::ODMA\PCDOCS\GRR\423269\2

                                    EXHIBIT 5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 14633}]
{"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": "333-38426", "film-number": "648479"}, "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 June 2, 2000 -
                                                           Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

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

    Lawrence D. Firestone, 9586 I-25 Frontage Road, Longmont, Colorado 80504,
                                 (303) 774-3246
 (Name, address and telephone number, 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(3)         Offering Price       Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock             100,000 Shares (1)(2)        $21.31              $2,131,000              $563
======================================================================================================================
(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)  175,500 shares of Common Stock were previously registered when the Form S-8
     (Registration  No.  333-47967)  was filed on March 13, 1998. The purpose of
     this Form S-8 is to register an additional  100,000  shares of Common Stock
     which have been reserved for issuance pursuant to approvals received at the
     Applied Films  Corporation  Annual Meeting of Shareholders held October 26,
     1999.
(3)  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 $21.31 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 May 26,  2000,  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.
INCORPORATION BY REFERENCE

     The contents of the Registration  Statement on Form S-8  (Registration  No.
333-47967) filed on March 13, 1998 are incorporated by reference.

PURPOSE OF THIS FORM S-8

     The purpose of this Form S-8 is to register an additional 100,000 shares of
Common  Stock which have been  reserved  for  issuance  under the Applied  Films
Corporation 1997 Stock Option Plan (the "Plan")  pursuant to approvals  received
at the Applied Films Corporation Annual Meeting of Shareholders held October 26,
1999. At that meeting,  the  Shareholders  approved the Second  Amendment to the
Applied Films Corporation 1997 Stock Option Plan (the "Second Amendment") as set
forth in the Applied Films Corporation Proxy Statement dated September 24, 1999.
The Second  Amendment  to the Plan was  approved  by the Board of  Directors  on
September  21, 1999. As amended by the Second  Amendment,  the Plan provides for
the granting of options to key  employees of Applied Films  Corporation  and its
subsidiaries  to purchase,  in the  aggregate,  not more than 272,500  shares of
Common Stock of Applied Films Corporation.

                                      S-2
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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized,  in the City of Longmont, State of Colorado, on the 25th day of
April, 2000.

                          APPLIED FILMS CORPORATION

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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Thomas T. Edman and Lawrence D. Firestone,  and
each of them, his 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 on Form S-8 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 o
cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed below on April 25, 2000,  by
the following persons in the capacities indicated.

          Signatures                                  Title

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

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

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

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

   /s/ Vincent Sollitto, Jr.            Director
      Vincent Sollitto, Jr.

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

    /s/ Cecil Van Alsburg               Director
       Cecil Van Alsburg

                                      S-3
CONSENT OF INDEPENDENT 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 27, 1999,
included  in Applied  Films  Corporation's  Registration  Statement  on Form S-1
(Registration No. 333-95389), and to all references to our firm included in this
registration statement.

                                                   ARTHUR ANDERSEN LLP

                                                   /s/ ARTHUR ANDERSEN LLP

Denver, Colorado
June 1, 2000

                                      S-4
EXHIBIT INDEX

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

Exhibit 4.1         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 4.2         Second Amendment to the Applied Films Corporation 1997 Stock
                    Option Plan

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

Exhibit 23(a)       Consent of Arthur Andersen LLP - included on page S-3 hereof

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

Exhibit 24          Power of Attorney - included on page S-2 hereof

                                       S-5
SECOND AMENDMENT TO THE
                            APPLIED FILMS CORPORATION
                             1997 STOCK OPTION PLAN

                                   BACKGROUND

     1. Effective  April 29, 1997,  Applied Films  Corporation  (the  "Company")
adopted and approved the Applied Films  Corporation  1997 Stock Option Plan (the
"Original Plan").

     2. Effective September 19, 1997, the Company adopted and approved the First
Amendment to the Applied  Films  Corporation  1997 Stock Option Plan (the "First
Amendment," and together with the Original Plan, the "Plan").

     3. The Plan provides for the reservation,  for purposes of the Plan, of one
hundred seventy-two five hundred (172,500) shares of the Company's common stock,
no par value per share.

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

                                    AGREEMENT

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

          Subject  to  the  adjustments  as  provided  in  paragraph  6(g),  the
     aggregate  number of shares  reserved for purposes of the Plan shall be Two
     Hundred Seventy-two Thousand Five Hundred (272,500) shares of the Company's
     Common Stock, no par value per share ("Common  Stock").  If any outstanding
     option  under the Plan for any  reason  expires  or is  terminated  for any
     reason  before April 29,  2007,  the shares  allocable  to the  unexercised
     portion of such option may again be subjected to an option under the Plan.

     2. The  provisions  of Section 6(k) shall be deleted in their  entirety and
Section 6(l) shall be renumbered as Section 6(k):

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

     Approved by the Board of Directors of the Company on September 21, 1999.

                                                   APPLIED FILMS CORPORATION

                                                   /s/ John S. Chapin
                                                   John S. Chapin, Secretary

     Approved by the Shareholders of the Company on October 26, 1999.

                                                   APPLIED FILMS CORPORATION

                                                   /s/ John S. Chapin
                                                   John S. Chapin, Secretary

                                   EXHIBIT 4.2
June 2, 2000

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

      Re:    Registration Statement on Form S-8 Relating to the Second Amendment
             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,  100,000 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 100,000 shares
covered by the Registration  Statement,  upon the exercise of stock options,  at
the prices  described in the Registration  Statement,  but not less than the par
value  thereof,  and upon  delivery  of such  shares  and  payment  therefor  in
accordance  with the terms  stated in the Plan and the  Registration  Statement,
will be duly and legally  authorized,  issued and  outstanding and will be fully
paid and nonassessable.

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

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                  /s/ Varnum, Riddering, Schmidt & Howlett LLP

::ODMA\PCDOCS\GRR\423269\2

                                    EXHIBIT 5