<PAGE>



     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997

                                                          REGISTRATION NO. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

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

                       HUTCHINSON TECHNOLOGY INCORPORATED
             (Exact name of Registrant as specified in its charter)

                                                                41-0901840 
              MINNESOTA                                      (I.R.S. Employer 
     (State or other jurisdiction                           Identification No.) 
   of incorporation or organization) 
 
       40 WEST HIGHLAND PARK 
        HUTCHINSON, MINNESOTA                                      55350 
(Address of Principal Executive Offices)                         (Zip Code) 

                          HUTCHINSON TECHNOLOGY INCORPORATED
                                1996 INCENTIVE PLAN
                             (Full title of the plan)

                                 WAYNE M. FORTUN
         PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER
                       HUTCHINSON TECHNOLOGY INCORPORATED
                              40 WEST HIGHLAND PARK
                          HUTCHINSON, MINNESOTA  55350
                     (Name and address of agent for service)

                                 (612) 587-3797
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
                                                                 
<TABLE>
<CAPTION>
                                         PROPOSED             PROPOSED         AMOUNT OF 
                          AMOUNT          MAXIMUM              MAXIMUM       REGISTRATION 
TITLE OF SECURITIES       TO BE          OFFERING             AGGREGATE          FEE 
 TO BE REGISTERED       REGISTERED    PRICE PER SHARE(1)   OFFERING PRICE(1)       
<S>                 <C>                     <C>                  <C>             <C> 
                    
Common Stock, 
par value $.01      3,000,000 Shares         $ 30.625             $ 91,875,000    $ 27,841
</TABLE>

(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to the provisions of Rule 457(h)(i) under the Securities Act of
     1933, as amended, based on the average of the high and low sale prices per
     share of the Registrant's Common Stock as quoted on the NASDAQ National
     Market on July 31, 1997.
<PAGE>


                                      PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                  --------------------------------------------------

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Hutchinson Technology Incorporated
(the "Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference and made a part hereof:


          (1)  The Company's Annual Report on Form 10-K for the fiscal
               year ended September 29, 1996 (which incorporates by reference
               certain portions of the Company's 1996 Annual Report to
               Shareholders, including financial statements and accompanying
               information, and certain portions of the Company's definitive
               notice and proxy statement for the Company's 1997 Annual Meeting
               of the Shareholders).

          (2)  The Company's Quarterly Reports on Form 10-Q for the
               thirteen weeks ended December 29, 1996, for the thirteen weeks
               ended March 30, 1997 and for the thirteen weeks ended June 29,
               1997. 

          (3)  The description of the Company's Common Stock which is
               contained in the Registration Statement on Form 8-A filed with
               the Commission on June 9, 1986.

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

          Any statement contained in a document incorporated, or deemed to be 
incorporated, by reference herein shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that a 
statement contained herein or incorporated herein by reference or in any 
other subsequently filed document that also is or is deemed to be 
incorporated by reference herein modifies or supersedes such statement.  Any 
statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Registration Statement.  


ITEM 4.        DESCRIPTION OF SECURITIES.

               Not Applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not Applicable.  

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Registrant is subject to Minnesota Statutes Chapter 302A, the 
Minnesota Business Corporation Act (the "Corporation Act"). Section 302A.521 
of the Corporation Act provides in substance that, unless prohibited by its 
articles of incorporation or bylaws, a corporation must indemnify an officer 
or director who is made or threatened to be made a party to a proceeding by 
reason of his official capacity against judgments, penalties, fines, 
settlements and reasonable expenses, including attorneys' fees and 
disbursements, incurred by such person in connection with the proceeding, if 
certain criteria are met. These criteria, all of which must be met by the 
person seeking indemnification, are (a) that such person has not been 
indemnified by another organization for the same judgments, penalties, fines, 
settlements and expenses; (b) that such person must have acted in good faith; 
(c) that no improper personal benefit was obtained by such person and such 
person satisfied certain statutory 

                                       II-2
<PAGE>

conflicts of interest provisions, if applicable; (d) that in the case of a 
criminal proceeding, such person had no reasonable cause to believe that the 
conduct was unlawful; and (e) that such person must have acted in a manner he 
reasonably believed was in the best interests of the corporation or, in 
certain limited circumstances, not opposed to the best interests of the 
corporation. The determination as to eligibility for indemnification is made 
by the members of the corporation's board of directors or a committee of the 
board who are at the time not parties to the proceedings under consideration, 
by special legal counsel, by the shareholders who are not parties to the 
proceedings or by a court. Section 4.01 of the Restated By-Laws of the 
Registrant requires indemnification by the Registrant in such manner, under 
such circumstances and to such extent as required or permitted by Section 
302A.521 of the Corporation Act, as amended from time to time, or as required 
or permitted by other provisions of law.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.  

ITEM 8.        EXHIBITS.

     Exhibit                            Description
     -------
     4.1       Restated Articles of Incorporation of the Registrant, as amended
               by Articles of Amendment dated January 27, 1988 and as amended by
               Articles of Amendment dated January 21, 1997 (incorporated by
               reference to Exhibit 3.1 to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended June 29, 1997, File No. 0-14709).
      
     4.2       Restated By-Laws of the Registrant (incorporated by reference to
               Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for
               the quarter ended December 29, 1996, File No. 0-14709).
      
     4.3       Instruments defining the rights of security holders, including an
               indenture.  The Registrant agrees to furnish the Securities and
               Exchange Commission upon request copies of instruments with
               respect to long-term debt.
      
     4.4       Note Purchase Agreement dated as of April 20, 1994, providing for
               the placement of $20,000,000 of senior unsecured notes with
               Teachers Insurance and Annuity Association of America
               (incorporated by reference to Exhibit 4.10 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended March 27,
               1994, File No. 0-14709) and Amendment dated as of March 15, 1996
               (incorporated by reference to Exhibit 4.2 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended March 24,
               1996, File No. 0-14709), and Amendment dated as of February 24,
               1997 (incorporated by reference to Exhibit 4.2 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter ended
               March 30, 1997, File No. 0-14709).
     
     4.5       Note Purchase Agreement dated as of April 20, 1994, providing for
               the placement of $5,000,000 of senior unsecured notes with
               Central Life Assurance Company (incorporated by reference to
               Exhibit 4.11 to the Company's Quarterly Report on Form 10-Q for
               the quarter ended March 27, 1994, File No. 0-14709) and Amendment
               dated as of March 15, 1996 (incorporated by reference to Exhibit
               4.3 to the Company's Quarterly Report on Form 10-Q for the
               quarter ended March 24, 1996, File No. 0-14709), and Amendment
               dated as of February 24, 1997 (incorporated by reference to
               Exhibit 4.3 to the Registrant's Quarterly Report on Form 10-Q for
               the quarter ended March 30, 1997, File No. 0-14709).
      
     4.6       Note Purchase Agreement dated as of April 20, 1994, providing for
               the placement of $5,000,000 of senior unsecured notes with Modern
               Woodmen of America (incorporated by reference to Exhibit 4.12 to
               the Company's Quarterly Report on Form 10-Q for the quarter ended
               March 27, 1994, File No. 0-14709) and Amendment dated as of March

                                        II-3

<PAGE>

               15, 1996 (incorporated by reference to Exhibit 4.4 to the
               Company's Quarterly Report on Form 10-Q for the quarter ended
               March 24, 1996, File No. 0-14709), and Amendment dated as of
               February 24, 1997 (incorporated by reference to Exhibit 4.4 to
               the Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 30, 1997, File No. 0-14709).
      
     4.7       Credit Agreement between the Company and The First National Bank
               of Chicago, dated as of December 8, 1995 (incorporated by
               reference to Exhibit 4.5 to the Company's Quarterly Report on
               Form 10-Q for the quarter ended December 24, 1995, File No. 0-
               14709), First Amendment dated as of June 22, 1996 (incorporated
               by reference to Exhibit 4.5 to the Company's Quarterly Report on
               Form 10-Q for the quarter ended June 23, 1996, File No. 0-14709),
               and Second Amendment dated as of  February 24, 1997 (incorporated
               by reference to Exhibit 4.5 to the Registrant's Quarterly Report
               on Form 10-Q for the quarter ended March 30, 1997, File No. 0-
               14709).
      
     4.8       Note Purchase Agreement dated as of July 26, 1996, providing for
               the placement of $15,000,000 of senior unsecured notes with
               Metropolitan Insurance and Annuity Company (incorporated by
               reference to Exhibit 4.6 to the Company's Annual Report on Form
               10-K for the fiscal year ended September 29, 1996, File No. 0-
               14709), and Amendment dated as of February 24, 1997 (incorporated
               by reference to Exhibit 4.6 to the Registrant's Quarterly Report
               on Form 10-Q for the quarter ended March 30, 1997, File No. 0-
               14709).
      
     4.9       Note Purchase Agreement dated as of July 26, 1996, providing for
               the placement of $10,000,000 of senior unsecured notes with
               Metropolitan Life Insurance Company (incorporated by reference to
               Exhibit 4.7 to the Company's Annual Report on Form 10-K for the
               fiscal year ended September 29, 1996, File No. 0-14709), and
               Amendment dated as of February 24, 1997 (incorporated by
               reference to Exhibit 4.7 to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended March 30, 1997, File No. 0-
               14709).
      
     4.10      Note Purchase Agreement dated as of July 26, 1996, providing for
               the placement of $25,000,000 of senior unsecured notes with
               Teachers Insurance and Annuity Association of America
               (incorporated by reference to Exhibit 4.8 to the Company's Annual
               Report on Form 10-K for the fiscal year ended September 29, 1996,
               File No. 0-4709), and Amendment dated as of February 24, 1997
               (incorporated by reference to Exhibit 4.8 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended March 30,
               1997, File No. 0-14709).
      
     5.1       Opinion and consent of Faegre & Benson LLP, counsel for the
               Registrant.
      
     23.1      Consent of Independent Public Accountants.
      
     23.2      Consent of Faegre & Benson LLP (included in Exhibit 5.1).
      
     24.1      Powers of attorney (included with signatures to this Registration
               Statement).
     
     99.1      Hutchinson Technology Incorporated 1996 Incentive Plan
               (incorporated by reference to Exhibit 10.12 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended December 29,
               1996, File No. 0-14709).

ITEM 9.        UNDERTAKINGS.

                                             II-4
<PAGE>

     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. 
          Notwithstanding the foregoing, any increase or decrease in volume of
          securities offered (if the total dollar value of securities offered
          would not exceed that which was registered) and any deviation from the
          low or high end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a 20% change in the maximum aggregate offering
          price set forth in the "Calculation of Registration Fee" table in the
          effective Registration Statement; and (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)(1)(i) and (A)(1)(ii) do not apply if the Registration
          Statement is on Form S-3 or Form S-8, and the information required to
          be included in a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to the
          Commission by the Company 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 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
Company'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.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

                                       II-5
<PAGE>
    
                                    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Hutchinson, State of Minnesota, on 
August 8, 1997.

                                HUTCHINSON TECHNOLOGY INCORPORATED

                                By:  /s/ Wayne M. Fortun           
                                ------------------------------
                                         Wayne M. Fortun
                                PRESIDENT, CHIEF EXECUTIVE OFFICER
                                    CHIEF OPERATING OFFICER

                                POWER OF ATTORNEY

     Each of the undersigned hereby appoints Jeffrey W. Green, Wayne M. 
Fortun and John A. Ingleman, and each of them (with full power to act alone), 
as attorneys and agents for the undersigned, with full power of substitution, 
for and in the name, place and stead of the undersigned, to sign and file 
with the Securities and Exchange Commission under the Securities Act of 1933 
any and all amendments and exhibits to this Registration Statement and any 
and all applications, instruments and other documents to be filed with the 
Securities and Exchange Commission pertaining to the registration of the 
securities covered hereby, with full power and authority to do and perform 
any and all acts and things whatsoever requisite and necessary or desirable.

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

          Name                      Title                        Date 
 
/s/ Wayne M. Fortun    President, Chief Executive           July 23, 1997 
---------------------  Officer, Chief Operating Officer 
    Wayne M. Fortun    (Principal Executive Officer) and 
                       Director 

/s/ John A. Ingleman   Vice  President,  Chief Financial    July 23, 1997 
---------------------  Officer, Treasurer  and Secretary 
    John A. Ingleman   (Principal Financial  Officer and 
                       Principal Accounting Officer) 
 
/s/ W. Thomas Brunberg   Director                            July 23, 1997 
---------------------
    W. Thomas Brunberg 
 
/s/ Archibald Cox, Jr.   Director                            July 23, 1997 
---------------------
    Archibald Cox, Jr. 

/s/ James E. Donaghy     Director                            July 21, 1997 
---------------------
    James E. Donaghy 
 
/s/ Harry C. Ervin, Jr.  Director                            July 23, 1997 
---------------------
    Harry C. Ervin, Jr. 
 
/s/ Jeffrey W. Green     Director                            July 23, 1997 
---------------------
    Jeffrey W. Green 
 
/s/ Steven E. Landsburg  Director                            July 23, 1997 
---------------------
    Steven E. Landsburg 
 
/s/ Richard N. Rosett    Director                            July 23, 1997 
---------------------
    Richard N. Rosett 

                                       II-6

<PAGE>

                                 INDEX TO EXHIBITS

Exhibit
-------

4.1       Restated Articles of Incorporation of the Registrant (incorporated by
          reference to Exhibit 3.1 to Registration Statement No. 2-98270), as
          amended by Articles of Amendment dated January 27, 1988 (incorporated
          by reference to Exhibit 4.1 to the Registrant's Quarterly Report on
          Form 10-Q for the quarter ended December 27, 1987, File No. 0-14709)
          and by Articles of Amendment dated January 21, 1997 (incorporated by
          reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form
          10-Q for the quarter ended December 29, 1996, File No. 0-14709).
          
4.2       Restated By-Laws of the Registrant (incorporated by reference to
          Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the
          quarter ended December 29, 1996, File No. 0-14709).
          
4.3       Instruments defining the rights of security holders, including an
          indenture.  The Registrant agrees to furnish the Securities and
          Exchange Commission upon request copies of instruments with respect to
          long-term debt.
          
4.4       Note Purchase Agreement dated as of April 20, 1994, providing for the
          placement of $20,000,000 of senior unsecured notes with Teachers
          Insurance and Annuity Association of America (incorporated by
          reference to Exhibit 4.10 to the Company's Quarterly Report on Form
          10-Q for the quarter ended March 27, 1994, File No. 0-14709) and
          Amendment dated as of March 15, 1996 (incorporated by reference to
          Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the
          quarter ended March 24, 1996, File No. 0-14709), and Amendment dated
          as of February 24, 1997 (incorporated by reference to Exhibit 4.2 to
          the Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 30, 1997, File No. 0-14709). 
          
4.5       Note Purchase Agreement dated as of April 20, 1994, providing for the
          placement of $5,000,000 of senior unsecured notes with Central Life
          Assurance Company (incorporated by reference to Exhibit 4.11 to the
          Company's Quarterly Report on Form 10-Q for the quarter ended March
          27, 1994, File No. 0-14709) and Amendment dated as of March 15, 1996
          (incorporated by reference to Exhibit 4.3 to the Company's Quarterly
          Report on Form 10-Q for the quarter ended March 24, 1996, File No. 0-
          14709), and Amendment dated as of February 24, 1997 (incorporated by
          reference to Exhibit 4.3 to the Registrant's Quarterly Report on Form
          10-Q for the quarter ended March 30, 1997, File No. 0-14709).
          
4.6       Note Purchase Agreement dated as of April 20, 1994, providing for the
          placement of $5,000,000 of senior unsecured notes with Modern Woodmen
          of America (incorporated by reference to Exhibit 4.12 to the Company's
          Quarterly Report on Form 10-Q for the quarter ended March 27, 1994,
          File No. 0-14709) and Amendment dated as of March 15, 1996
          (incorporated by reference to Exhibit 4.4 to the Company's Quarterly
          Report on Form 10-Q for the quarter ended March 24, 1996, File No. 0-
          14709), and Amendment dated as of February 24, 1997 (incorporated by
          reference to Exhibit 4.4 to the Registrant's Quarterly Report on Form
          10-Q for the quarter ended March 30, 1997, File No. 0-14709).
          
4.7       Credit Agreement between the Company and The First National Bank of
          Chicago, dated as of December 8, 1995 (incorporated by reference to
          Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the
          quarter ended December 24, 1995, File No. 0-14709), First Amendment
          dated as of June 22, 1996 (incorporated by reference to Exhibit 4.5 to
          the Company's Quarterly Report on Form 10-Q for the quarter ended June
          23, 1996, File No. 

<PAGE>

          0-14709), and Second Amendment dated as of February 24, 1997 
          (incorporated by reference to Exhibit 4.5 to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended March 30, 1997,
          File No. 0-14709).  
          
4.8       Note Purchase Agreement dated as of July 26, 1996, providing for the
          placement of $15,000,000 of senior unsecured notes with Metropolitan
          Insurance and Annuity Company (incorporated by reference to Exhibit
          4.6 to the Company's Annual Report on Form 10-K for the fiscal year
          ended September 29, 1996, File No. 0-14709), and Amendment dated as of
          February 24, 1997 (incorporated by reference to Exhibit 4.6 to the
          Registrant's Quarterly Report on Form 10-Q for the quarter ended March
          30, 1997, File No. 0-14709).  
          
4.9       Note Purchase Agreement dated as of July 26, 1996, providing for the
          placement of $10,000,000 of senior unsecured notes with Metropolitan
          Life Insurance Company (incorporated by reference to Exhibit 4.7 to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          September 29, 1996, File No. 0-14709), and Amendment dated as of
          February 24, 1997 (incorporated by reference to Exhibit 4.7 to the
          Registrant's Quarterly Report on Form 10-Q for the quarter ended March
          30, 1997, File No. 0-14709).
          
4.10      Note Purchase Agreement dated as of July 26, 1996, providing for the
          placement of $25,000,000 of senior unsecured notes with Teachers
          Insurance and Annuity Association of America (incorporated by
          reference to Exhibit 4.8 to the Company's Annual Report on Form 10-K
          for the fiscal year ended September 29, 1996, File No. 0-14709), and
          Amendment dated as of February 24, 1997 (incorporated by reference to
          Exhibit 4.8 to the Registrant's Quarterly Report on Form 10-Q for the
          quarter ended March 30, 1997, File No. 0-14709).
          
5.1       Opinion and consent of Faegre & Benson LLP, counsel for the
          Registrant.. . . . . . . . . . . . . . . . . . . .Electronically Filed
          
23.1      Consent of Independent Public Accountants. . . . .Electronically Filed
          
23.2      Consent of Faegre & Benson LLP (included in Exhibit 5.1).
          
24.1      Powers of attorney (included with signatures to this Registration
          Statement).
          
99.1      Hutchinson Technology Incorporated 1996 Incentive Plan (incorporated
          by reference to Exhibit 10.12 to the Company's Quarterly Report on
          Form 10-Q for the quarter ended December 29, 1996, File No. 0-14709).


M1:0228595.03
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997

                                                          REGISTRATION NO. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

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

                       HUTCHINSON TECHNOLOGY INCORPORATED
             (Exact name of Registrant as specified in its charter)

                                                                41-0901840 
              MINNESOTA                                      (I.R.S. Employer 
     (State or other jurisdiction                           Identification No.) 
   of incorporation or organization) 
 
       40 WEST HIGHLAND PARK 
        HUTCHINSON, MINNESOTA                                      55350 
(Address of Principal Executive Offices)                         (Zip Code) 

                          HUTCHINSON TECHNOLOGY INCORPORATED
                                1996 INCENTIVE PLAN
                             (Full title of the plan)

                                 WAYNE M. FORTUN
         PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER
                       HUTCHINSON TECHNOLOGY INCORPORATED
                              40 WEST HIGHLAND PARK
                          HUTCHINSON, MINNESOTA  55350
                     (Name and address of agent for service)

                                 (612) 587-3797
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
PROPOSED             PROPOSED         AMOUNT OF 
                          AMOUNT          MAXIMUM              MAXIMUM       REGISTRATION 
TITLE OF SECURITIES       TO BE          OFFERING             AGGREGATE          FEE 
 TO BE REGISTERED       REGISTERED    PRICE PER SHARE(1)   OFFERING PRICE(1)
Common Stock, 
par value $.01      3,000,000 Shares         $ 30.625             $ 91,875,000    $ 27,841
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to the provisions of Rule 457(h)(i) under the Securities Act of
     1933, as amended, based on the average of the high and low sale prices per
     share of the Registrant's Common Stock as quoted on the NASDAQ National
     Market on July 31, 1997.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                  --------------------------------------------------

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Hutchinson Technology Incorporated
(the "Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference and made a part hereof:

          (1)  The Company's Annual Report on Form 10-K for the fiscal
               year ended September 29, 1996 (which incorporates by reference
               certain portions of the Company's 1996 Annual Report to
               Shareholders, including financial statements and accompanying
               information, and certain portions of the Company's definitive
               notice and proxy statement for the Company's 1997 Annual Meeting
               of the Shareholders).

          (2)  The Company's Quarterly Reports on Form 10-Q for the
               thirteen weeks ended December 29, 1996, for the thirteen weeks
               ended March 30, 1997 and for the thirteen weeks ended June 29,
               1997. 

          (3)  The description of the Company's Common Stock which is
               contained in the Registration Statement on Form 8-A filed with
               the Commission on June 9, 1986.

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

          Any statement contained in a document incorporated, or deemed to be 
incorporated, by reference herein shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that a 
statement contained herein or incorporated herein by reference or in any 
other subsequently filed document that also is or is deemed to be 
incorporated by reference herein modifies or supersedes such statement.  Any 
statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Registration Statement.  

ITEM 4.        DESCRIPTION OF SECURITIES.

               Not Applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not Applicable.  

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Registrant is subject to Minnesota Statutes Chapter 302A, the 
Minnesota Business Corporation Act (the "Corporation Act"). Section 302A.521 
of the Corporation Act provides in substance that, unless prohibited by its 
articles of incorporation or bylaws, a corporation must indemnify an officer 
or director who is made or threatened to be made a party to a proceeding by 
reason of his official capacity against judgments, penalties, fines, 
settlements and reasonable expenses, including attorneys' fees and 
disbursements, incurred by such person in connection with the proceeding, if 
certain criteria are met. These criteria, all of which must be met by the 
person seeking indemnification, are (a) that such person has not been 
indemnified by another organization for the same judgments, penalties, fines, 
settlements and expenses; (b) that such person must have acted in good faith; 
(c) that no improper personal benefit was obtained by such person and such 
person satisfied certain statutory 

                                       II-2
conflicts of interest provisions, if applicable; (d) that in the case of a 
criminal proceeding, such person had no reasonable cause to believe that the 
conduct was unlawful; and (e) that such person must have acted in a manner he 
reasonably believed was in the best interests of the corporation or, in 
certain limited circumstances, not opposed to the best interests of the 
corporation. The determination as to eligibility for indemnification is made 
by the members of the corporation's board of directors or a committee of the 
board who are at the time not parties to the proceedings under consideration, 
by special legal counsel, by the shareholders who are not parties to the 
proceedings or by a court. Section 4.01 of the Restated By-Laws of the 
Registrant requires indemnification by the Registrant in such manner, under 
such circumstances and to such extent as required or permitted by Section 
302A.521 of the Corporation Act, as amended from time to time, or as required 
or permitted by other provisions of law.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.  

ITEM 8.        EXHIBITS.

     Exhibit                            Description
     -------
     4.1       Restated Articles of Incorporation of the Registrant, as amended
               by Articles of Amendment dated January 27, 1988 and as amended by
               Articles of Amendment dated January 21, 1997 (incorporated by
               reference to Exhibit 3.1 to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended June 29, 1997, File No. 0-14709).
      
     4.2       Restated By-Laws of the Registrant (incorporated by reference to
               Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for
               the quarter ended December 29, 1996, File No. 0-14709).
      
     4.3       Instruments defining the rights of security holders, including an
               indenture.  The Registrant agrees to furnish the Securities and
               Exchange Commission upon request copies of instruments with
               respect to long-term debt.
      
     4.4       Note Purchase Agreement dated as of April 20, 1994, providing for
               the placement of $20,000,000 of senior unsecured notes with
               Teachers Insurance and Annuity Association of America
               (incorporated by reference to Exhibit 4.10 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended March 27,
               1994, File No. 0-14709) and Amendment dated as of March 15, 1996
               (incorporated by reference to Exhibit 4.2 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended March 24,
               1996, File No. 0-14709), and Amendment dated as of February 24,
               1997 (incorporated by reference to Exhibit 4.2 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter ended
               March 30, 1997, File No. 0-14709).
     
     4.5       Note Purchase Agreement dated as of April 20, 1994, providing for
               the placement of $5,000,000 of senior unsecured notes with
               Central Life Assurance Company (incorporated by reference to
               Exhibit 4.11 to the Company's Quarterly Report on Form 10-Q for
               the quarter ended March 27, 1994, File No. 0-14709) and Amendment
               dated as of March 15, 1996 (incorporated by reference to Exhibit
               4.3 to the Company's Quarterly Report on Form 10-Q for the
               quarter ended March 24, 1996, File No. 0-14709), and Amendment
               dated as of February 24, 1997 (incorporated by reference to
               Exhibit 4.3 to the Registrant's Quarterly Report on Form 10-Q for
               the quarter ended March 30, 1997, File No. 0-14709).
      
     4.6       Note Purchase Agreement dated as of April 20, 1994, providing for
               the placement of $5,000,000 of senior unsecured notes with Modern
               Woodmen of America (incorporated by reference to Exhibit 4.12 to
               the Company's Quarterly Report on Form 10-Q for the quarter ended
               March 27, 1994, File No. 0-14709) and Amendment dated as of March

                                        II-3
15, 1996 (incorporated by reference to Exhibit 4.4 to the
               Company's Quarterly Report on Form 10-Q for the quarter ended
               March 24, 1996, File No. 0-14709), and Amendment dated as of
               February 24, 1997 (incorporated by reference to Exhibit 4.4 to
               the Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 30, 1997, File No. 0-14709).
      
     4.7       Credit Agreement between the Company and The First National Bank
               of Chicago, dated as of December 8, 1995 (incorporated by
               reference to Exhibit 4.5 to the Company's Quarterly Report on
               Form 10-Q for the quarter ended December 24, 1995, File No. 0-
               14709), First Amendment dated as of June 22, 1996 (incorporated
               by reference to Exhibit 4.5 to the Company's Quarterly Report on
               Form 10-Q for the quarter ended June 23, 1996, File No. 0-14709),
               and Second Amendment dated as of  February 24, 1997 (incorporated
               by reference to Exhibit 4.5 to the Registrant's Quarterly Report
               on Form 10-Q for the quarter ended March 30, 1997, File No. 0-
               14709).
      
     4.8       Note Purchase Agreement dated as of July 26, 1996, providing for
               the placement of $15,000,000 of senior unsecured notes with
               Metropolitan Insurance and Annuity Company (incorporated by
               reference to Exhibit 4.6 to the Company's Annual Report on Form
               10-K for the fiscal year ended September 29, 1996, File No. 0-
               14709), and Amendment dated as of February 24, 1997 (incorporated
               by reference to Exhibit 4.6 to the Registrant's Quarterly Report
               on Form 10-Q for the quarter ended March 30, 1997, File No. 0-
               14709).
      
     4.9       Note Purchase Agreement dated as of July 26, 1996, providing for
               the placement of $10,000,000 of senior unsecured notes with
               Metropolitan Life Insurance Company (incorporated by reference to
               Exhibit 4.7 to the Company's Annual Report on Form 10-K for the
               fiscal year ended September 29, 1996, File No. 0-14709), and
               Amendment dated as of February 24, 1997 (incorporated by
               reference to Exhibit 4.7 to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended March 30, 1997, File No. 0-
               14709).
      
     4.10      Note Purchase Agreement dated as of July 26, 1996, providing for
               the placement of $25,000,000 of senior unsecured notes with
               Teachers Insurance and Annuity Association of America
               (incorporated by reference to Exhibit 4.8 to the Company's Annual
               Report on Form 10-K for the fiscal year ended September 29, 1996,
               File No. 0-4709), and Amendment dated as of February 24, 1997
               (incorporated by reference to Exhibit 4.8 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended March 30,
               1997, File No. 0-14709).
      
     5.1       Opinion and consent of Faegre & Benson LLP, counsel for the
               Registrant.
      
     23.1      Consent of Independent Public Accountants.
      
     23.2      Consent of Faegre & Benson LLP (included in Exhibit 5.1).
      
     24.1      Powers of attorney (included with signatures to this Registration
               Statement).
     
     99.1      Hutchinson Technology Incorporated 1996 Incentive Plan
               (incorporated by reference to Exhibit 10.12 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended December 29,
               1996, File No. 0-14709).

ITEM 9.        UNDERTAKINGS.

                                             II-4
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. 
          Notwithstanding the foregoing, any increase or decrease in volume of
          securities offered (if the total dollar value of securities offered
          would not exceed that which was registered) and any deviation from the
          low or high end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a 20% change in the maximum aggregate offering
          price set forth in the "Calculation of Registration Fee" table in the
          effective Registration Statement; and (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)(1)(i) and (A)(1)(ii) do not apply if the Registration
          Statement is on Form S-3 or Form S-8, and the information required to
          be included in a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to the
          Commission by the Company 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 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
Company'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.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

                                       II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Hutchinson, State of Minnesota, on 
August 8, 1997.

                                HUTCHINSON TECHNOLOGY INCORPORATED

                                By:  /s/ Wayne M. Fortun           
                                ------------------------------
                                         Wayne M. Fortun
                                PRESIDENT, CHIEF EXECUTIVE OFFICER
                                    CHIEF OPERATING OFFICER

                                POWER OF ATTORNEY

     Each of the undersigned hereby appoints Jeffrey W. Green, Wayne M. 
Fortun and John A. Ingleman, and each of them (with full power to act alone), 
as attorneys and agents for the undersigned, with full power of substitution, 
for and in the name, place and stead of the undersigned, to sign and file 
with the Securities and Exchange Commission under the Securities Act of 1933 
any and all amendments and exhibits to this Registration Statement and any 
and all applications, instruments and other documents to be filed with the 
Securities and Exchange Commission pertaining to the registration of the 
securities covered hereby, with full power and authority to do and perform 
any and all acts and things whatsoever requisite and necessary or desirable.

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

          Name                      Title                        Date 
 
/s/ Wayne M. Fortun    President, Chief Executive           July 23, 1997 
---------------------  Officer, Chief Operating Officer 
    Wayne M. Fortun    (Principal Executive Officer) and 
                       Director 

/s/ John A. Ingleman   Vice  President,  Chief Financial    July 23, 1997 
---------------------  Officer, Treasurer  and Secretary 
    John A. Ingleman   (Principal Financial  Officer and 
                       Principal Accounting Officer) 
 
/s/ W. Thomas Brunberg   Director                            July 23, 1997 
---------------------
    W. Thomas Brunberg 
 
/s/ Archibald Cox, Jr.   Director                            July 23, 1997 
---------------------
    Archibald Cox, Jr. 

/s/ James E. Donaghy     Director                            July 21, 1997 
---------------------
    James E. Donaghy 
 
/s/ Harry C. Ervin, Jr.  Director                            July 23, 1997 
---------------------
    Harry C. Ervin, Jr. 
 
/s/ Jeffrey W. Green     Director                            July 23, 1997 
---------------------
    Jeffrey W. Green 
 
/s/ Steven E. Landsburg  Director                            July 23, 1997 
---------------------
    Steven E. Landsburg 
 
/s/ Richard N. Rosett    Director                            July 23, 1997 
---------------------
    Richard N. Rosett 

                                       II-6
INDEX TO EXHIBITS

Exhibit
-------

4.1       Restated Articles of Incorporation of the Registrant (incorporated by
          reference to Exhibit 3.1 to Registration Statement No. 2-98270), as
          amended by Articles of Amendment dated January 27, 1988 (incorporated
          by reference to Exhibit 4.1 to the Registrant's Quarterly Report on
          Form 10-Q for the quarter ended December 27, 1987, File No. 0-14709)
          and by Articles of Amendment dated January 21, 1997 (incorporated by
          reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form
          10-Q for the quarter ended December 29, 1996, File No. 0-14709).
          
4.2       Restated By-Laws of the Registrant (incorporated by reference to
          Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the
          quarter ended December 29, 1996, File No. 0-14709).
          
4.3       Instruments defining the rights of security holders, including an
          indenture.  The Registrant agrees to furnish the Securities and
          Exchange Commission upon request copies of instruments with respect to
          long-term debt.
          
4.4       Note Purchase Agreement dated as of April 20, 1994, providing for the
          placement of $20,000,000 of senior unsecured notes with Teachers
          Insurance and Annuity Association of America (incorporated by
          reference to Exhibit 4.10 to the Company's Quarterly Report on Form
          10-Q for the quarter ended March 27, 1994, File No. 0-14709) and
          Amendment dated as of March 15, 1996 (incorporated by reference to
          Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the
          quarter ended March 24, 1996, File No. 0-14709), and Amendment dated
          as of February 24, 1997 (incorporated by reference to Exhibit 4.2 to
          the Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 30, 1997, File No. 0-14709). 
          
4.5       Note Purchase Agreement dated as of April 20, 1994, providing for the
          placement of $5,000,000 of senior unsecured notes with Central Life
          Assurance Company (incorporated by reference to Exhibit 4.11 to the
          Company's Quarterly Report on Form 10-Q for the quarter ended March
          27, 1994, File No. 0-14709) and Amendment dated as of March 15, 1996
          (incorporated by reference to Exhibit 4.3 to the Company's Quarterly
          Report on Form 10-Q for the quarter ended March 24, 1996, File No. 0-
          14709), and Amendment dated as of February 24, 1997 (incorporated by
          reference to Exhibit 4.3 to the Registrant's Quarterly Report on Form
          10-Q for the quarter ended March 30, 1997, File No. 0-14709).
          
4.6       Note Purchase Agreement dated as of April 20, 1994, providing for the
          placement of $5,000,000 of senior unsecured notes with Modern Woodmen
          of America (incorporated by reference to Exhibit 4.12 to the Company's
          Quarterly Report on Form 10-Q for the quarter ended March 27, 1994,
          File No. 0-14709) and Amendment dated as of March 15, 1996
          (incorporated by reference to Exhibit 4.4 to the Company's Quarterly
          Report on Form 10-Q for the quarter ended March 24, 1996, File No. 0-
          14709), and Amendment dated as of February 24, 1997 (incorporated by
          reference to Exhibit 4.4 to the Registrant's Quarterly Report on Form
          10-Q for the quarter ended March 30, 1997, File No. 0-14709).
          
4.7       Credit Agreement between the Company and The First National Bank of
          Chicago, dated as of December 8, 1995 (incorporated by reference to
          Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the
          quarter ended December 24, 1995, File No. 0-14709), First Amendment
          dated as of June 22, 1996 (incorporated by reference to Exhibit 4.5 to
          the Company's Quarterly Report on Form 10-Q for the quarter ended June
          23, 1996, File No.
0-14709), and Second Amendment dated as of February 24, 1997 
          (incorporated by reference to Exhibit 4.5 to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended March 30, 1997,
          File No. 0-14709).  
          
4.8       Note Purchase Agreement dated as of July 26, 1996, providing for the
          placement of $15,000,000 of senior unsecured notes with Metropolitan
          Insurance and Annuity Company (incorporated by reference to Exhibit
          4.6 to the Company's Annual Report on Form 10-K for the fiscal year
          ended September 29, 1996, File No. 0-14709), and Amendment dated as of
          February 24, 1997 (incorporated by reference to Exhibit 4.6 to the
          Registrant's Quarterly Report on Form 10-Q for the quarter ended March
          30, 1997, File No. 0-14709).  
          
4.9       Note Purchase Agreement dated as of July 26, 1996, providing for the
          placement of $10,000,000 of senior unsecured notes with Metropolitan
          Life Insurance Company (incorporated by reference to Exhibit 4.7 to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          September 29, 1996, File No. 0-14709), and Amendment dated as of
          February 24, 1997 (incorporated by reference to Exhibit 4.7 to the
          Registrant's Quarterly Report on Form 10-Q for the quarter ended March
          30, 1997, File No. 0-14709).
          
4.10      Note Purchase Agreement dated as of July 26, 1996, providing for the
          placement of $25,000,000 of senior unsecured notes with Teachers
          Insurance and Annuity Association of America (incorporated by
          reference to Exhibit 4.8 to the Company's Annual Report on Form 10-K
          for the fiscal year ended September 29, 1996, File No. 0-14709), and
          Amendment dated as of February 24, 1997 (incorporated by reference to
          Exhibit 4.8 to the Registrant's Quarterly Report on Form 10-Q for the
          quarter ended March 30, 1997, File No. 0-14709).
          
5.1       Opinion and consent of Faegre & Benson LLP, counsel for the
          Registrant.. . . . . . . . . . . . . . . . . . . .Electronically Filed
          
23.1      Consent of Independent Public Accountants. . . . .Electronically Filed
          
23.2      Consent of Faegre & Benson LLP (included in Exhibit 5.1).
          
24.1      Powers of attorney (included with signatures to this Registration
          Statement).
          
99.1      Hutchinson Technology Incorporated 1996 Incentive Plan (incorporated
          by reference to Exhibit 10.12 to the Company's Quarterly Report on
          Form 10-Q for the quarter ended December 29, 1996, File No. 0-14709).

M1:0228595.03