As filed with the Securities and Exchange Commission on March 1, 2001 -
                                                         Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                Applied Films Corporation 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

<TABLE>
                                              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
--------------------------------------------------------------------------------------------------------------------
<S>                            <C>                          <C>                 <C>                    <C>
       Common Stock             750,000 Shares (1)(2)       $ 12.94             $9,705,000             $2,426.25
====================================================================================================================
</TABLE>
(1)      Represents  additional  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)      172,500 shares of Common Stock were previously registered when the Form
         S-8  (Registration  No.  333-47967)  was  filed on March  13,  1998 and
         100,000 shares of Common Stock were previously registered when the Form
         S-8 (Registration No. 333-38426) was filed on June 2, 2000. The purpose
         of this Form S-8 is to register an additional  750,000 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 25, 2000.
(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 $12.94 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 February 23, 2001, 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 and Form S-8  (Registration  No.  333-38426)
filed on June 2, 2000 are incorporated by reference.


PURPOSE OF THIS FORM S-8

     The purpose of this Form S-8 is to register an additional 750,000 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 25,
2000.  At that meeting,  the  Shareholders  approved the Third  Amendment to the
Applied Films Corporation 1997 Stock Option Plan (the "Third  Amendment") as set
forth in the Applied Films  Corporation  Proxy  Statement,  dated  September 21,
2000. The Third  Amendment to the Plan was approved by the Board of Directors on
September 8, 2000. As amended by the Third Amendment,  the Plan provides for the
granting  of  options  to  employees  of  Applied  Films   Corporation  and  its
subsidiaries to purchase,  in the aggregate,  not more than 1,022,500  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 12th day of
February, 2001.

                          APPLIED FILMS CORPORATION

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


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Thomas T. Edman and Lawrence D. Firestone,  and
each of them, his 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 or
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 February 12, 2001,
by the following persons in the capacities indicated.


        Signatures                               Title

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

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

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

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

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

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

   /s/ Cecil Van Alsburg
       Cecil Van Alsburg     Director

    /s/ Aitor Galdos
        Aitor Galdos         Director



                                       S-3
<PAGE>
                                                                 ARTHUR ANDERSEN


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference  in this  registration  statement  of our report  dated July 18, 2000,
included in Applied Films Corporation's  Annual Report on Form 10-K for the year
ended  July  1,  2000,  and to all  references  to our  firm  included  in  this
registration statement.


                                               /s/ ARTHUR ANDERSEN LLP





Denver, Colorado
March 1, 2001


                                      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) and as further amended by the Second Amendment to
                    the  Applied  Films  Corporation  1997  Stock  Option  Plan,
                    incorporated  by  reference  to Exhibit 4.2 to  Registration
                    Form S-8 (Registration No. 333-38426)

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

Exhibit 4.3         Fourth 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-4 hereof

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

Exhibit 24          Power of Attorney - included on page S-3 hereof




::ODMA\PCDOCS\GRR\510931\1


                                      S-5
<PAGE>
                             THIRD 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").

     3. Effective  October 26, 1999, the Company adopted and approved the Second
Amendment to the Applied Films  Corporation  1997 Stock Option Plan (the "Second
Amendment",  and together  with the Original Plan and the First  Amendment,  the
"Plan").

     4. The Plan provides for the reservation,  for purposes of the Plan, of two
hundred  seventy-two  thousand  five hundred  (272,500)  shares of the Company's
common stock, no par value per share.

     5. 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 One
     Million  Twenty-Two   Thousand  Five  Hundred  (1,022,500)  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. 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  8,
     2000.

                                                APPLIED FILMS CORPORATION


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

          Approved by the Shareholders of the Company on October 25, 2000.


                                                APPLIED FILMS CORPORATION


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


                                  EXHIBIT 4.2
<PAGE>
                             FOURTH 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").

     3. Effective  October 26, 1999, the Company adopted and approved the Second
Amendment to the Applied Films  Corporation  1997 Stock Option Plan (the "Second
Amendment").

     4. Effective  October 25, 2000, the Company  adopted and approved the Third
Amendment to the Applied  Films  Corporation  1997 Stock Option Plan (the "Third
Amendment",  and together  with the Original  Plan,  First  Amendment and Second
Amendment, the "Plan").

     5. The Plan provides for the reservation,  for purposes of the Plan, of one
million  twenty-two  thousand five hundred  (1,022,500)  shares of the Company's
common stock, no par value per share.

     6. The  Company  desires to amend the Plan to provide  for the  granting of
stock options to key employees of its  subsidiaries and to eliminate a repricing
option, both of which are in the best interests of the Company.

                                    AGREEMENT

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

          This plan  shall be call the  Applied  Films  Corporation  1997  Stock
          Option Plan (the  "Plan").  The Plan is intended  to  encourage  stock
          ownership by certain key  employees of Applied Films  Corporation  and
          its Subsidiaries (collectively, "Company") and to provide them with an
          additional  incentive  to  contribute  to the success of the  Company.
          "Subsidiary" means any corporation in which the Company owns directly,
          or indirectly  through  subsidiaries,  at least fifty percent (50%) of
          the total combined  voting power of all classes of stock, or any other
          entity  (including,  but not limited to, limited liability  companies,
          partnerships  and joint  ventures)  in which the Company owns at least
          fifty percent (50%) of the combined equity thereof.

     2.   The  sentence  of  Section  6(i) is  deleted  and  replaced  with  the
          following:

          Notwithstanding the foregoing,  no modification of an option,  without
          the consent of the optionee, alter or impair any rights or obligations
          under any option  theretofore  granted under the Plan, and without the
          consent of the shareholders of the Company,  provide the optionee with
          a price per share more favorable to the optionee.

     3.   Section  12 is  renumbered  as  Section  13  and a new  Section  12 is
          inserted as follows:

                        12. LAWS OF FOREIGN JURISDICTIONS

          Without  amending  this  Plan,  the  Administrator  may grant or amend
          options  granted  under  the  Plan to key  employees  who are  foreign
          nationals or employed outside the United States or both, on such terms
          and conditions  different from those specified in this Plan as may, in

                                  EXHIBIT 4.3
<PAGE>
          the  judgement  of the  Administrator,  be  necessary  to comply  with
          foreign law or practice and to further the purposes of this Plan.

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


                                               APPLIED FILMS CORPORATION


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








                                  EXHIBIT 4.3
<PAGE>
                                  March 1, 2001



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,  750,000 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 750,000 shares
covered by the Registration  Statement,  upon the exercise of stock options,  at
the prices  described in the Registration  Statement,  but not less than the par
value  thereof,  and upon  delivery  of such  shares  and  payment  therefor  in
accordance  with the terms  stated in the Plan and the  Registration  Statement,
will be duly and legally  authorized,  issued and  outstanding and will be fully
paid and nonassessable.

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

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                  /s/ VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP



                                   EXHIBIT 5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 19363}]
{"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": "333-56376", "film-number": "1558389"}, "business-address": {"street1": "9586 I-25 FRONTAGE ROAD", "city": "LONGMONT", "state": "CO", "zip": "80504", "phone": "3035301411"}, "mail-address": {"street1": "9586 I-25 FRONTAGE ROAD", "city": "LONGMONT", "state": "CO", "zip": "80504"}}
As filed with the Securities and Exchange Commission on March 1, 2001 -
                                                         Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                Applied Films Corporation 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             750,000 Shares (1)(2)       $ 12.94             $9,705,000             $2,426.25
====================================================================================================================
(1)      Represents  additional  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)      172,500 shares of Common Stock were previously registered when the Form
         S-8  (Registration  No.  333-47967)  was  filed on March  13,  1998 and
         100,000 shares of Common Stock were previously registered when the Form
         S-8 (Registration No. 333-38426) was filed on June 2, 2000. The purpose
         of this Form S-8 is to register an additional  750,000 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 25, 2000.
(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 $12.94 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 February 23, 2001, 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 and Form S-8  (Registration  No.  333-38426)
filed on June 2, 2000 are incorporated by reference.

PURPOSE OF THIS FORM S-8

     The purpose of this Form S-8 is to register an additional 750,000 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 25,
2000.  At that meeting,  the  Shareholders  approved the Third  Amendment to the
Applied Films Corporation 1997 Stock Option Plan (the "Third  Amendment") as set
forth in the Applied Films  Corporation  Proxy  Statement,  dated  September 21,
2000. The Third  Amendment to the Plan was approved by the Board of Directors on
September 8, 2000. As amended by the Third Amendment,  the Plan provides for the
granting  of  options  to  employees  of  Applied  Films   Corporation  and  its
subsidiaries to purchase,  in the aggregate,  not more than 1,022,500  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 12th day of
February, 2001.

                          APPLIED FILMS CORPORATION

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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Thomas T. Edman and Lawrence D. Firestone,  and
each of them, his 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 or
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 February 12, 2001,
by the following persons in the capacities indicated.

        Signatures                               Title

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

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

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

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

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

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

   /s/ Cecil Van Alsburg
       Cecil Van Alsburg     Director

    /s/ Aitor Galdos
        Aitor Galdos         Director

                                       S-3
ARTHUR ANDERSEN

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference  in this  registration  statement  of our report  dated July 18, 2000,
included in Applied Films Corporation's  Annual Report on Form 10-K for the year
ended  July  1,  2000,  and to all  references  to our  firm  included  in  this
registration statement.

                                               /s/ ARTHUR ANDERSEN LLP

Denver, Colorado
March 1, 2001

                                      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) and as further amended by the Second Amendment to
                    the  Applied  Films  Corporation  1997  Stock  Option  Plan,
                    incorporated  by  reference  to Exhibit 4.2 to  Registration
                    Form S-8 (Registration No. 333-38426)

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

Exhibit 4.3         Fourth 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-4 hereof

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

Exhibit 24          Power of Attorney - included on page S-3 hereof

::ODMA\PCDOCS\GRR\510931\1

                                      S-5
THIRD 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").

     3. Effective  October 26, 1999, the Company adopted and approved the Second
Amendment to the Applied Films  Corporation  1997 Stock Option Plan (the "Second
Amendment",  and together  with the Original Plan and the First  Amendment,  the
"Plan").

     4. The Plan provides for the reservation,  for purposes of the Plan, of two
hundred  seventy-two  thousand  five hundred  (272,500)  shares of the Company's
common stock, no par value per share.

     5. 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 One
     Million  Twenty-Two   Thousand  Five  Hundred  (1,022,500)  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. 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  8,
     2000.

                                                APPLIED FILMS CORPORATION

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

          Approved by the Shareholders of the Company on October 25, 2000.

                                                APPLIED FILMS CORPORATION

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

                                  EXHIBIT 4.2
FOURTH 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").

     3. Effective  October 26, 1999, the Company adopted and approved the Second
Amendment to the Applied Films  Corporation  1997 Stock Option Plan (the "Second
Amendment").

     4. Effective  October 25, 2000, the Company  adopted and approved the Third
Amendment to the Applied  Films  Corporation  1997 Stock Option Plan (the "Third
Amendment",  and together  with the Original  Plan,  First  Amendment and Second
Amendment, the "Plan").

     5. The Plan provides for the reservation,  for purposes of the Plan, of one
million  twenty-two  thousand five hundred  (1,022,500)  shares of the Company's
common stock, no par value per share.

     6. The  Company  desires to amend the Plan to provide  for the  granting of
stock options to key employees of its  subsidiaries and to eliminate a repricing
option, both of which are in the best interests of the Company.

                                    AGREEMENT

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

          This plan  shall be call the  Applied  Films  Corporation  1997  Stock
          Option Plan (the  "Plan").  The Plan is intended  to  encourage  stock
          ownership by certain key  employees of Applied Films  Corporation  and
          its Subsidiaries (collectively, "Company") and to provide them with an
          additional  incentive  to  contribute  to the success of the  Company.
          "Subsidiary" means any corporation in which the Company owns directly,
          or indirectly  through  subsidiaries,  at least fifty percent (50%) of
          the total combined  voting power of all classes of stock, or any other
          entity  (including,  but not limited to, limited liability  companies,
          partnerships  and joint  ventures)  in which the Company owns at least
          fifty percent (50%) of the combined equity thereof.

     2.   The  sentence  of  Section  6(i) is  deleted  and  replaced  with  the
          following:

          Notwithstanding the foregoing,  no modification of an option,  without
          the consent of the optionee, alter or impair any rights or obligations
          under any option  theretofore  granted under the Plan, and without the
          consent of the shareholders of the Company,  provide the optionee with
          a price per share more favorable to the optionee.

     3.   Section  12 is  renumbered  as  Section  13  and a new  Section  12 is
          inserted as follows:

                        12. LAWS OF FOREIGN JURISDICTIONS

          Without  amending  this  Plan,  the  Administrator  may grant or amend
          options  granted  under  the  Plan to key  employees  who are  foreign
          nationals or employed outside the United States or both, on such terms
          and conditions  different from those specified in this Plan as may, in

                                  EXHIBIT 4.3
the  judgement  of the  Administrator,  be  necessary  to comply  with
          foreign law or practice and to further the purposes of this Plan.

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

                                               APPLIED FILMS CORPORATION

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

                                  EXHIBIT 4.3
March 1, 2001

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,  750,000 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 750,000 shares
covered by the Registration  Statement,  upon the exercise of stock options,  at
the prices  described in the Registration  Statement,  but not less than the par
value  thereof,  and upon  delivery  of such  shares  and  payment  therefor  in
accordance  with the terms  stated in the Plan and the  Registration  Statement,
will be duly and legally  authorized,  issued and  outstanding and will be fully
paid and nonassessable.

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

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                  /s/ VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                                   EXHIBIT 5