--------------------------------------------------------------------------------
    As filed with the Securities and Exchange Commission on March 13, 1998 -
                             Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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

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

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

             Applied Films Corporation Employee Stock Purchase Plan
                            (Full Title of the Plan)

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



                          Copies of Communications to:
                             William J. Lawrence III
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
                                                              Proposed              Proposed
           Title of                                            Maximum               Maximum
       Securities to be              Amount to be          Offering Price           Aggregate             Amount of
          Registered                  Registered            Per Share(2)         Offering Price       Registration Fee
         <S>                       <C>                         <C>                  <C>                      <C>
         Common Stock              30,000 Shares(1)            $7.677               $230,310                 $68
===============================  ===================== ====================== =====================  =================
</TABLE>
(1)      Represents the number of shares of Common Stock authorized for issuance
         under the Applied Films  Corporation  Employee Stock Purchase Plan (the
         "Plan").  This Registration  Statement also covers such  indeterminable
         additional number of shares as may be issuable under the Plan by reason
         of adjustments in the number of shares covered  thereby as described in
         the Prospectus.
(2)      For the purpose of computing the registration fee only, the price shown
         is based upon the price of $7.68 per share,  90% of the  average of the
         high  and low  sales  prices  for the  Common  Stock of  Applied  Films
         Corporation as reported in the NASDAQ  National  Market System on March
         12, 1998, in accordance with Rule 457(h).


Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.

--------------------------------------------------------------------------------
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

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

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

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

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

Item 4.  Description of Securities

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

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

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

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

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

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

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

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

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represents a  fundamental  change in the  information  set
          forth in the registration  statement.  Notwithstanding  the foregoing,
          any increase or decrease in volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration statement.

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;  provided, however, that paragraphs (a)(i) and
          (a) (ii) do not apply if the  registration  statement  is on Form S-3,
          Form S-8, or Form F-3, and the information  required to be included in
          a  post-effective  amendment  by  those  paragraphs  is  contained  in
          periodic  reports  filed by the  registrant  pursuant to Section 13 or
          Section  15  (d)  of   Securities   Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

                                       S-2
<PAGE>
          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is,  therefore,  unenforceable.  In the  event a claim  for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or by the  registrant  of  expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       S-3
<PAGE>
                                   SIGNATURES

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

                                  APPLIED FILMS CORPORATION


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


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Cecil Van Alsburg and Thomas D. Schmidt, and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of substitution  and  resubstitution,  for him and in his or her name, place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed  below on  February  27,  1998,  by the
following persons in the capacities indicated.


      Signatures                             Title

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

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

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

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

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

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

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

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

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


The Board of Directors
Applied Films Corporation

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


                                              ARTHUR ANDERSEN LLP




Denver, Colorado
March 12, 1998


                                      S-5
<PAGE>
                                  EXHIBIT INDEX

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




Exhibit 4           Applied Films Corporation Employee Stock Purchase Plan, as
                    amended by the First Amendment to Applied Films Corporation
                    Employee Stock Purchase Plan and as further amended by the
                    Second Amendment to Applied Films Corporation Employee Stock
                    Purchase Plan

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

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

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

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




                                       S-6
<PAGE>
                            APPLIED FILMS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

     1. Purpose.  The purpose of the Applied Films  Corporation  Employee  Stock
Purchase Plan (the "Plan") is to provide  employees of Applied Films Corporation
(the "Company") with a further  inducement to continue their employment with the
Company and to encourage its employees to increase  their efforts to promote the
best  interests of the Company by permitting  them to purchase  shares of common
stock of the Company (the "Shares"),  under such circumstances that the purchase
qualifies as the exercise of an option  granted under an employee stock purchase
plan, as defined by Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code").

     2.  Administration.  The Plan  shall be  administered  by the  Compensation
Committee  of the Board of  Directors  of the  Company  (the  "Committee").  The
Committee  shall  consist of not less than two members  who are not  eligible to
participate  in the Plan.  The Board of  Directors  may from time to time remove
members from, or add members to, the Committee. Vacancies on the Committee shall
be filled by the Board of Directors.  The  Committee may establish  from time to
time such regulations,  provisions and procedures, within the terms of the Plan,
as in the opinion of its members may be advisable in the  administration  of the
Plan.  The  Committee  shall keep  minutes of its  meetings.  A majority  of the
Committee shall  constitute a quorum,  and the acts of a majority of the members
present  at any  meeting  at which a quorum is  present,  or acts  reduced to or
approved in writing by a majority of the members of the Committee,  shall be the
valid  acts  of  the  Committee.  The  interpretation  and  construction  by the
Committee  of any  provisions  of the Plan shall be final and  conclusive.  Each
person who is or shall have been a member of the Committee  shall be indemnified
and held  harmless by the  Company  from and  against  any cost,  liability,  or
expense  imposed or incurred in connection with such person's or the Committee's
taking or failing to take any action  under the Plan.  Each such person may rely
on information  furnished in connection  with the Plan's  administration  by any
appropriate person or persons.

     3.  Eligibility.  Participation  under the Plan shall be open to all active
employees (the "Eligible  Employees") of the Company  except:  (a) employees who
have not been  continuously  employed by the Company on a full-time basis for at
least 12 months at the beginning of an Option Period (as  hereinafter  defined);
(b)  employees  whose  customary  employment  by the Company is for less than 20
hours per week; and (c) employees whose  customary  employment by the Company is
for not more than 6 months in a calendar year. No option rights shall be granted
under the Plan to any person who is not an  Eligible  Employee,  and no Eligible
Employee  shall be granted  option rights under the Plan:  (x) if such employee,
immediately after receiving the grant of such option rights under the Plan, owns
(under the rules of Section  423(b)(3) and 424(d) of the Code) stock  possessing
five  percent  (5%) or more of the total  combined  voting power or value of all
classes of stock of the Company;  or (b) which permit such  employee to purchase
Shares under this Plan and any other employee stock purchase plan of the Company
at option prices aggregating more than Twenty-Five Thousand Dollars ($25,000) of
fair market value of such Shares in any one calendar  year,  and in no event may
such option  rights  accrue at a rate which  exceeds  that  permitted by Section
423(b)(8) of the Code.

     4.  Shares  Available  for  Purchase  Under the Plan.  Purchases  of Shares
pursuant to this Plan may be made out of the  Company's  presently  or hereafter
authorized but unissued Shares, or from outstanding Shares, or part out of each,
as determined by the Board of Directors.  The aggregate maximum number of Shares
which  may be  purchased  under  the Plan is Thirty  Thousand  (30,000)  Shares;
subject,  however,  to adjustment  as  hereinafter  set forth.  In the event the
Company  shall,  at any time after the  effective  date of the Plan,  change its
issued  Shares into an  increased  number of Shares,  with or without par value,
through a stock dividend or stock split,  or into a decreased  number of Shares,
with or without par value,  through a combination of Shares, then effective with
the record date for such change,  the maximum number of Shares which  thereafter
may be  purchased  under the Plan shall be the maximum  number of Shares  which,
immediately prior to such record date, remained available for purchase under the
Plan, proportionately increased, in the case of such stock dividend or split, or
proportionately  decreased,  in the case of such  combination of Shares.  In the
event of any other change affecting Shares, such adjustment shall be made as may
be deemed  equitable  by the Board of  Directors  to give proper  effect to such
event.

     5. Effective Dates.  This Plan shall become effective on September 5, 1997,
provided that the Plan has been  properly  approved by the  shareholders  of the
Company.  The first Option  Period  under the Plan shall  commence on January 1,
1998,  and end on March 31,  1998.  Thereafter,  so long as the Plan  remains in
effect,  a new Option  Period  shall  commence  on the first day of each  fiscal
quarter year of the Company and end on the last day of such fiscal quarter year.

                                    EXHIBIT 4
<PAGE>
     6. Participation. An employee of the Company who is an Eligible Employee at
or prior to the first day of any Option  Period may become a  Participant  as of
such date by:  (a) at least ten (10) days  prior to such  date,  completing  and
delivering a payroll deduction  Authorization Form (the  "Authorization") to the
Company's payroll department;  and/or (b) at least thirty (30) days prior to the
last day of the Option  Period,  completing and delivering to the Company a lump
sum payment form furnished by the Company, accompanied by payment to the Company
in the amount of the lump sum to be credited to the Eligible Employee's Purchase
Account (defined in Section 7). The Authorization  will direct a regular payroll
deduction  from  the  Participant's  compensation  to be  made  on  each  of the
Participant's  pay dates occurring  during each Option Period in which he or she
is a Participant.

     7. Payroll  Deductions  and Lump Sum  Payments.  The Company will  maintain
payroll  deduction  accounts for all employees who are Participants and who have
filed  Authorizations.   Payments  made  by  Participants,  whether  by  payroll
deduction  or lump sum  payment,  shall be credited to the  Participant's  Stock
Purchase  Account  (the  "Purchase  Account").  No amounts  other  than  payroll
deductions and lump sum payments authorized under this Plan may be credited to a
Participant's  Purchase Account. A Participant may authorize a payroll deduction
in any amount not less than Five Hundred  Dollars  ($500) in any calendar  year,
provided,  however,  in no event  shall  payment  of any kind  for  credit  to a
Purchase  Account  by or on behalf of any  Participant  aggregate  more than Ten
Thousand Dollars ($10,000) in any calendar year.

     8. Changes in Payroll Deduction.  Payroll deductions shall be made for each
Participant  in  accordance  with  the  Participant's  Authorization  and  shall
continue until the Participant's  participation terminates, the Authorization is
revised  or  revoked,  or the Plan  terminates.  A  Participant  may,  as of the
beginning of any Option Period,  increase or decrease the Participant's  payroll
deduction within the limits specified in Section 7 by filing a new Authorization
at least ten (10) days prior to the beginning of such Option Period.

     9. Termination of  Participation-Withdrawal of Funds. A Participant may for
any reason and at any time, on written  notice given to the Company prior to the
Participant's last pay date in any Option Period,  elect to terminate his or her
participation  in the Plan and permanently  draw out the balance  accumulated in
his or her Purchase Account.  Upon any such termination by a Participant,  he or
she shall cease to be a Participant,  his or her Authorization  shall be revoked
effective  upon  receipt,  and the  amount  to his or her  credit  in his or her
Purchase  Account  (exclusive of accounts  payable in respect of the exercise of
any option to purchase  Shares  theretofore  granted under the Plan), as well as
any  unauthorized  payroll  deductions  made  after  such  revocation,   without
interest,  shall be  promptly  refunded  in cash to the  Employee.  An  Eligible
Employee who has thus terminated  participation in the Plan may thereafter begin
participation  in the Plan again only after the  expiration  of three (3) of the
Company's full fiscal  quarters after such  termination  and withdrawal of funds
occurred. Partial withdrawals of funds shall not be permitted.

     10.  Purchase of Shares.  During each Option Period while this Plan remains
in effect,  each Participant  shall be granted an option as of the last business
day of that Option  Period  ("Purchase  Date") for the  purchase of as many full
Shares, but not less than one (1) full share, as may be purchased with the funds
in his or her Purchase  Account.  This election shall be  automatically  made as
provided in this Section  unless the  Participant  terminates  participation  as
provided  in Section 9. The  purchase  price for each Share  purchased  shall be
ninety  percent  (85%) of the fair market value of a Share on the Purchase  Date
where fair  market  value means the  closing  sale price  reported on the NASDAQ
National  Market  System on the  Purchase  Date.  If no  closing  sale  price is
reported on the NASDAQ National Market System on the Purchase Date, the purchase
price shall be the closing  sale price on the next  preceding  day on which such
price is  reported.  If such  percentage  results in a fraction  of a cent,  the
purchase  price shall be increased to the next higher full cent.  If, as of each
Purchase Date, the Participant's  Purchase Account contains  sufficient funds to
purchase at least one (1) or more full Shares,  the Participant  shall be deemed
to have  exercised an option to purchase all such Shares at the purchase  price;
the  Participant's  Purchase  Account  shall be  charged  for the  amount of the
purchase; and a stock certificate shall be issued to the Participant. As of each
subsequent  Purchase  Date when  sufficient  funds  have  again  accrued  in the
Participant's  Purchase Account to purchase one (1) or more Shares,  Shares will
be  purchased  in the same  manner.  Any balance  remaining  in a  Participant's
Purchase  Account  after a  Purchase  Date  will be  carried  forward  into  the
following Option Period. Notwithstanding the foregoing, any balance remaining in
a Purchase Account at the termination of the Plan will be automatically refunded
to the Participant in accordance with Section 17.

     11.  Registration of  Certificates.  Certificates may be registered only in
the name of the Participant.

                                       4-2
<PAGE>
     12.  Rights  as a  Shareholder.  None  of the  rights  or  privileges  of a
shareholder  of the Company shall exist with respect to Shares  purchased  under
this Plan unless and until certificates representing such Shares shall have been
issued.

     13. Rights on Retirement,  Death or Termination of Employment. In the event
of a Participant's  retirement,  death or termination of employment,  no payroll
deduction  shall be taken  from any pay due and owing to a  Participant  at such
time, and the balance in the Participant's Purchase Account shall be paid to the
Participant or, in the event of the  Participant's  death, to the  Participant's
estate.

     14. Rights Not Transferable. Rights under this Plan are not transferable by
a Participant  and are  exercisable  only by the  Participant  during his or her
lifetime.

     15.  Application of Funds.  All funds received or held by the Company under
this Plan may be commingled  with other funds and may be used by the Company for
any corporate purpose.

     16. Amendment of the Plan. The Board of Directors of the Company may at any
time, or from time to time, amend this Plan in any respect, except that, without
the approval of the  Company's  shareholders,  no amendment  shall be made:  (a)
increasing  the number of Shares  approved for  purchase  under this Plan (other
than as provided in Section 4); (b) decreasing the Purchase Price per Share;  or
(c) changing the eligibility requirements for participation in this Plan.

     17.  Termination  of the Plan.  Unless  sooner  terminated  as  hereinafter
provided,  this Plan shall  terminate on September 5, 2007.  The Company may, by
action  of its Board of  Directors,  terminate  the Plan at any time.  Notice of
termination  shall be given to all then  Participants,  but any  failure to give
such notice shall not impair the termination.  Upon termination of the Plan, all
amounts in Purchase  Accounts of Participants  shall be promptly refunded to the
applicable participants.

     18. Governmental Regulations.  The Company's obligation to sell and deliver
Shares under this Plan is subject to the approval of any governmental  authority
required in connection with the authorization, issuance, or sale of such Shares.
If, at any time, Shares  deliverable  hereunder are required to be registered or
qualified under any applicable law, or delivery of such Shares is required to be
accompanied  or  preceded  by a  prospectus  or similar  circular,  delivery  of
certificates  for such Shares may be deferred for a  reasonable  time until such
registrations  or  qualifications  are  effected or such  prospectus  or similar
circular is available.

                                  CERTIFICATION

     The  foregoing  Plan was duly adopted by the Board of Directors on the 10th
day of September, 1997, subject to approval by the Company's shareholders.

                                                /s/ John S. Chapin
                                                Secretary
                                                Applied Films Corporation


                                       4-3
<PAGE>
                               FIRST AMENDMENT TO
                            APPLIED FILMS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN


     This First  Amendment  to the  Applied  Films  Corporation  Employee  Stock
Purchase  Plan (the "Plan") is effective as of September  10, 1997,  pursuant to
action taken by the Board of Directors of Applied Films Corporation,  a Colorado
corporation, effective that date.

     A. The third  sentence of Section 10 of the Plan is hereby  amended to read
in its entirety as follows:

     The purchase price for each Share  purchased  shall be ninety percent (90%)
     of the fair market value of a Share on the Purchase  Date where fair market
     value means the closing sale price reported on the NASDAQ  National  Market
     System on the Purchase Date.

     B. Except as hereinabove provided,  the Plan shall remain in full force and
effect.

                                  CERTIFICATION

     The foregoing  First Amendment to the Plan was duly adopted by the Board of
Directors as of the 10th day of September, 1997.

                                           APPLIED FILMS CORPORATION


                                           /s/ John S. Chapin
                                           By:  John S. Chapin
                                          Its:  Secretary


                                       4-4
<PAGE>
                               SECOND AMENDMENT TO
                            APPLIED FILMS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN


     This Second  Amendment  to the Applied  Films  Corporation  Employee  Stock
Purchase  Plan (the "Plan") is  effective  as of January 27,  1998,  pursuant to
action taken by the Board of Directors of Applied Films Corporation,  a Colorado
corporation, effective that date.

     A. The final  sentence  of  Section 7 of the Plan is hereby  amended in its
entirety to read as follows:

          A Participant may authorize a payroll deduction in any amount not less
     than Five Hundred Dollars ($500) in any calendar year,  provided,  however,
     in no event shall  payment of any kind for credit to a Purchase  Account by
     or on behalf of any Participant  aggregate more than Five Thousand  Dollars
     ($5,000) in any calendar year.

     B. Except as hereinabove provided,  the Plan shall remain in full force and
effect.

                                  CERTIFICATION

     The foregoing Second Amendment to the Plan was duly adopted by the Board of
Directors as of the 27th day of January, 1998.

                                          APPLIED FILMS CORPORATION


                                          By:    /s/ John S. Chapin
                                          John S. Chapin
                                          Its:  Secretary



                                       4-5
<PAGE>
                                 March 13, 1998



Applied Films Corporation
6797 Winchester Circle
Boulder, Colorado 80301

         Re:      Registration Statement on Form S-8 Relating to the
                  Applied Films Corporation Employee Stock Purchase 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,  30,000 shares of the
Company's  common stock for issuance  pursuant to the Company's  Employee  Stock
Purchase 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  30,000
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 & HOWLETTLLP





                    /s/ Varnum, Riddering, Schmidt & Howlett LLP



                                    EXHIBIT 5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 37585}]
{"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": "333-47951", "film-number": "98565666"}, "business-address": {"street1": "6797 WINCHESTER CIRCLE", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3035301411"}, "mail-address": {"street1": "6797 WINCHESTER CIRCLE", "city": "BOULDER", "state": "CO", "zip": "80301"}}
--------------------------------------------------------------------------------
    As filed with the Securities and Exchange Commission on March 13, 1998 -
                             Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

             Applied Films Corporation Employee Stock Purchase Plan
                            (Full Title of the Plan)

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

                          Copies of Communications to:
                             William J. Lawrence III
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                         CALCULATION OF REGISTRATION FEE

                                                              Proposed              Proposed
           Title of                                            Maximum               Maximum
       Securities to be              Amount to be          Offering Price           Aggregate             Amount of
          Registered                  Registered            Per Share(2)         Offering Price       Registration Fee
Common Stock              30,000 Shares(1)            $7.677               $230,310                 $68
===============================  ===================== ====================== =====================  =================
(1)      Represents the number of shares of Common Stock authorized for issuance
         under the Applied Films  Corporation  Employee Stock Purchase Plan (the
         "Plan").  This Registration  Statement also covers such  indeterminable
         additional number of shares as may be issuable under the Plan by reason
         of adjustments in the number of shares covered  thereby as described in
         the Prospectus.
(2)      For the purpose of computing the registration fee only, the price shown
         is based upon the price of $7.68 per share,  90% of the  average of the
         high  and low  sales  prices  for the  Common  Stock of  Applied  Films
         Corporation as reported in the NASDAQ  National  Market System on March
         12, 1998, in accordance with Rule 457(h).

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.

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

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

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

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

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

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

Item 4.  Description of Securities

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

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

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

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

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

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

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

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

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represents a  fundamental  change in the  information  set
          forth in the registration  statement.  Notwithstanding  the foregoing,
          any increase or decrease in volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration statement.

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;  provided, however, that paragraphs (a)(i) and
          (a) (ii) do not apply if the  registration  statement  is on Form S-3,
          Form S-8, or Form F-3, and the information  required to be included in
          a  post-effective  amendment  by  those  paragraphs  is  contained  in
          periodic  reports  filed by the  registrant  pursuant to Section 13 or
          Section  15  (d)  of   Securities   Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

                                       S-2
(b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is,  therefore,  unenforceable.  In the  event a claim  for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or by the  registrant  of  expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       S-3
SIGNATURES

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

                                  APPLIED FILMS CORPORATION

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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Cecil Van Alsburg and Thomas D. Schmidt, and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of substitution  and  resubstitution,  for him and in his or her name, place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed  below on  February  27,  1998,  by the
following persons in the capacities indicated.

      Signatures                             Title

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

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

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

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

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

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

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

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

                                      S-4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Applied Films Corporation

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

                                              ARTHUR ANDERSEN LLP

Denver, Colorado
March 12, 1998

                                      S-5
EXHIBIT INDEX

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

Exhibit 4           Applied Films Corporation Employee Stock Purchase Plan, as
                    amended by the First Amendment to Applied Films Corporation
                    Employee Stock Purchase Plan and as further amended by the
                    Second Amendment to Applied Films Corporation Employee Stock
                    Purchase Plan

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

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

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

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

                                       S-6
APPLIED FILMS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

     1. Purpose.  The purpose of the Applied Films  Corporation  Employee  Stock
Purchase Plan (the "Plan") is to provide  employees of Applied Films Corporation
(the "Company") with a further  inducement to continue their employment with the
Company and to encourage its employees to increase  their efforts to promote the
best  interests of the Company by permitting  them to purchase  shares of common
stock of the Company (the "Shares"),  under such circumstances that the purchase
qualifies as the exercise of an option  granted under an employee stock purchase
plan, as defined by Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code").

     2.  Administration.  The Plan  shall be  administered  by the  Compensation
Committee  of the Board of  Directors  of the  Company  (the  "Committee").  The
Committee  shall  consist of not less than two members  who are not  eligible to
participate  in the Plan.  The Board of  Directors  may from time to time remove
members from, or add members to, the Committee. Vacancies on the Committee shall
be filled by the Board of Directors.  The  Committee may establish  from time to
time such regulations,  provisions and procedures, within the terms of the Plan,
as in the opinion of its members may be advisable in the  administration  of the
Plan.  The  Committee  shall keep  minutes of its  meetings.  A majority  of the
Committee shall  constitute a quorum,  and the acts of a majority of the members
present  at any  meeting  at which a quorum is  present,  or acts  reduced to or
approved in writing by a majority of the members of the Committee,  shall be the
valid  acts  of  the  Committee.  The  interpretation  and  construction  by the
Committee  of any  provisions  of the Plan shall be final and  conclusive.  Each
person who is or shall have been a member of the Committee  shall be indemnified
and held  harmless by the  Company  from and  against  any cost,  liability,  or
expense  imposed or incurred in connection with such person's or the Committee's
taking or failing to take any action  under the Plan.  Each such person may rely
on information  furnished in connection  with the Plan's  administration  by any
appropriate person or persons.

     3.  Eligibility.  Participation  under the Plan shall be open to all active
employees (the "Eligible  Employees") of the Company  except:  (a) employees who
have not been  continuously  employed by the Company on a full-time basis for at
least 12 months at the beginning of an Option Period (as  hereinafter  defined);
(b)  employees  whose  customary  employment  by the Company is for less than 20
hours per week; and (c) employees whose  customary  employment by the Company is
for not more than 6 months in a calendar year. No option rights shall be granted
under the Plan to any person who is not an  Eligible  Employee,  and no Eligible
Employee  shall be granted  option rights under the Plan:  (x) if such employee,
immediately after receiving the grant of such option rights under the Plan, owns
(under the rules of Section  423(b)(3) and 424(d) of the Code) stock  possessing
five  percent  (5%) or more of the total  combined  voting power or value of all
classes of stock of the Company;  or (b) which permit such  employee to purchase
Shares under this Plan and any other employee stock purchase plan of the Company
at option prices aggregating more than Twenty-Five Thousand Dollars ($25,000) of
fair market value of such Shares in any one calendar  year,  and in no event may
such option  rights  accrue at a rate which  exceeds  that  permitted by Section
423(b)(8) of the Code.

     4.  Shares  Available  for  Purchase  Under the Plan.  Purchases  of Shares
pursuant to this Plan may be made out of the  Company's  presently  or hereafter
authorized but unissued Shares, or from outstanding Shares, or part out of each,
as determined by the Board of Directors.  The aggregate maximum number of Shares
which  may be  purchased  under  the Plan is Thirty  Thousand  (30,000)  Shares;
subject,  however,  to adjustment  as  hereinafter  set forth.  In the event the
Company  shall,  at any time after the  effective  date of the Plan,  change its
issued  Shares into an  increased  number of Shares,  with or without par value,
through a stock dividend or stock split,  or into a decreased  number of Shares,
with or without par value,  through a combination of Shares, then effective with
the record date for such change,  the maximum number of Shares which  thereafter
may be  purchased  under the Plan shall be the maximum  number of Shares  which,
immediately prior to such record date, remained available for purchase under the
Plan, proportionately increased, in the case of such stock dividend or split, or
proportionately  decreased,  in the case of such  combination of Shares.  In the
event of any other change affecting Shares, such adjustment shall be made as may
be deemed  equitable  by the Board of  Directors  to give proper  effect to such
event.

     5. Effective Dates.  This Plan shall become effective on September 5, 1997,
provided that the Plan has been  properly  approved by the  shareholders  of the
Company.  The first Option  Period  under the Plan shall  commence on January 1,
1998,  and end on March 31,  1998.  Thereafter,  so long as the Plan  remains in
effect,  a new Option  Period  shall  commence  on the first day of each  fiscal
quarter year of the Company and end on the last day of such fiscal quarter year.

                                    EXHIBIT 4
6. Participation. An employee of the Company who is an Eligible Employee at
or prior to the first day of any Option  Period may become a  Participant  as of
such date by:  (a) at least ten (10) days  prior to such  date,  completing  and
delivering a payroll deduction  Authorization Form (the  "Authorization") to the
Company's payroll department;  and/or (b) at least thirty (30) days prior to the
last day of the Option  Period,  completing and delivering to the Company a lump
sum payment form furnished by the Company, accompanied by payment to the Company
in the amount of the lump sum to be credited to the Eligible Employee's Purchase
Account (defined in Section 7). The Authorization  will direct a regular payroll
deduction  from  the  Participant's  compensation  to be  made  on  each  of the
Participant's  pay dates occurring  during each Option Period in which he or she
is a Participant.

     7. Payroll  Deductions  and Lump Sum  Payments.  The Company will  maintain
payroll  deduction  accounts for all employees who are Participants and who have
filed  Authorizations.   Payments  made  by  Participants,  whether  by  payroll
deduction  or lump sum  payment,  shall be credited to the  Participant's  Stock
Purchase  Account  (the  "Purchase  Account").  No amounts  other  than  payroll
deductions and lump sum payments authorized under this Plan may be credited to a
Participant's  Purchase Account. A Participant may authorize a payroll deduction
in any amount not less than Five Hundred  Dollars  ($500) in any calendar  year,
provided,  however,  in no event  shall  payment  of any kind  for  credit  to a
Purchase  Account  by or on behalf of any  Participant  aggregate  more than Ten
Thousand Dollars ($10,000) in any calendar year.

     8. Changes in Payroll Deduction.  Payroll deductions shall be made for each
Participant  in  accordance  with  the  Participant's  Authorization  and  shall
continue until the Participant's  participation terminates, the Authorization is
revised  or  revoked,  or the Plan  terminates.  A  Participant  may,  as of the
beginning of any Option Period,  increase or decrease the Participant's  payroll
deduction within the limits specified in Section 7 by filing a new Authorization
at least ten (10) days prior to the beginning of such Option Period.

     9. Termination of  Participation-Withdrawal of Funds. A Participant may for
any reason and at any time, on written  notice given to the Company prior to the
Participant's last pay date in any Option Period,  elect to terminate his or her
participation  in the Plan and permanently  draw out the balance  accumulated in
his or her Purchase Account.  Upon any such termination by a Participant,  he or
she shall cease to be a Participant,  his or her Authorization  shall be revoked
effective  upon  receipt,  and the  amount  to his or her  credit  in his or her
Purchase  Account  (exclusive of accounts  payable in respect of the exercise of
any option to purchase  Shares  theretofore  granted under the Plan), as well as
any  unauthorized  payroll  deductions  made  after  such  revocation,   without
interest,  shall be  promptly  refunded  in cash to the  Employee.  An  Eligible
Employee who has thus terminated  participation in the Plan may thereafter begin
participation  in the Plan again only after the  expiration  of three (3) of the
Company's full fiscal  quarters after such  termination  and withdrawal of funds
occurred. Partial withdrawals of funds shall not be permitted.

     10.  Purchase of Shares.  During each Option Period while this Plan remains
in effect,  each Participant  shall be granted an option as of the last business
day of that Option  Period  ("Purchase  Date") for the  purchase of as many full
Shares, but not less than one (1) full share, as may be purchased with the funds
in his or her Purchase  Account.  This election shall be  automatically  made as
provided in this Section  unless the  Participant  terminates  participation  as
provided  in Section 9. The  purchase  price for each Share  purchased  shall be
ninety  percent  (85%) of the fair market value of a Share on the Purchase  Date
where fair  market  value means the  closing  sale price  reported on the NASDAQ
National  Market  System on the  Purchase  Date.  If no  closing  sale  price is
reported on the NASDAQ National Market System on the Purchase Date, the purchase
price shall be the closing  sale price on the next  preceding  day on which such
price is  reported.  If such  percentage  results in a fraction  of a cent,  the
purchase  price shall be increased to the next higher full cent.  If, as of each
Purchase Date, the Participant's  Purchase Account contains  sufficient funds to
purchase at least one (1) or more full Shares,  the Participant  shall be deemed
to have  exercised an option to purchase all such Shares at the purchase  price;
the  Participant's  Purchase  Account  shall be  charged  for the  amount of the
purchase; and a stock certificate shall be issued to the Participant. As of each
subsequent  Purchase  Date when  sufficient  funds  have  again  accrued  in the
Participant's  Purchase Account to purchase one (1) or more Shares,  Shares will
be  purchased  in the same  manner.  Any balance  remaining  in a  Participant's
Purchase  Account  after a  Purchase  Date  will be  carried  forward  into  the
following Option Period. Notwithstanding the foregoing, any balance remaining in
a Purchase Account at the termination of the Plan will be automatically refunded
to the Participant in accordance with Section 17.

     11.  Registration of  Certificates.  Certificates may be registered only in
the name of the Participant.

                                       4-2
12.  Rights  as a  Shareholder.  None  of the  rights  or  privileges  of a
shareholder  of the Company shall exist with respect to Shares  purchased  under
this Plan unless and until certificates representing such Shares shall have been
issued.

     13. Rights on Retirement,  Death or Termination of Employment. In the event
of a Participant's  retirement,  death or termination of employment,  no payroll
deduction  shall be taken  from any pay due and owing to a  Participant  at such
time, and the balance in the Participant's Purchase Account shall be paid to the
Participant or, in the event of the  Participant's  death, to the  Participant's
estate.

     14. Rights Not Transferable. Rights under this Plan are not transferable by
a Participant  and are  exercisable  only by the  Participant  during his or her
lifetime.

     15.  Application of Funds.  All funds received or held by the Company under
this Plan may be commingled  with other funds and may be used by the Company for
any corporate purpose.

     16. Amendment of the Plan. The Board of Directors of the Company may at any
time, or from time to time, amend this Plan in any respect, except that, without
the approval of the  Company's  shareholders,  no amendment  shall be made:  (a)
increasing  the number of Shares  approved for  purchase  under this Plan (other
than as provided in Section 4); (b) decreasing the Purchase Price per Share;  or
(c) changing the eligibility requirements for participation in this Plan.

     17.  Termination  of the Plan.  Unless  sooner  terminated  as  hereinafter
provided,  this Plan shall  terminate on September 5, 2007.  The Company may, by
action  of its Board of  Directors,  terminate  the Plan at any time.  Notice of
termination  shall be given to all then  Participants,  but any  failure to give
such notice shall not impair the termination.  Upon termination of the Plan, all
amounts in Purchase  Accounts of Participants  shall be promptly refunded to the
applicable participants.

     18. Governmental Regulations.  The Company's obligation to sell and deliver
Shares under this Plan is subject to the approval of any governmental  authority
required in connection with the authorization, issuance, or sale of such Shares.
If, at any time, Shares  deliverable  hereunder are required to be registered or
qualified under any applicable law, or delivery of such Shares is required to be
accompanied  or  preceded  by a  prospectus  or similar  circular,  delivery  of
certificates  for such Shares may be deferred for a  reasonable  time until such
registrations  or  qualifications  are  effected or such  prospectus  or similar
circular is available.

                                  CERTIFICATION

     The  foregoing  Plan was duly adopted by the Board of Directors on the 10th
day of September, 1997, subject to approval by the Company's shareholders.

                                                /s/ John S. Chapin
                                                Secretary
                                                Applied Films Corporation

                                       4-3
FIRST AMENDMENT TO
                            APPLIED FILMS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

     This First  Amendment  to the  Applied  Films  Corporation  Employee  Stock
Purchase  Plan (the "Plan") is effective as of September  10, 1997,  pursuant to
action taken by the Board of Directors of Applied Films Corporation,  a Colorado
corporation, effective that date.

     A. The third  sentence of Section 10 of the Plan is hereby  amended to read
in its entirety as follows:

     The purchase price for each Share  purchased  shall be ninety percent (90%)
     of the fair market value of a Share on the Purchase  Date where fair market
     value means the closing sale price reported on the NASDAQ  National  Market
     System on the Purchase Date.

     B. Except as hereinabove provided,  the Plan shall remain in full force and
effect.

                                  CERTIFICATION

     The foregoing  First Amendment to the Plan was duly adopted by the Board of
Directors as of the 10th day of September, 1997.

                                           APPLIED FILMS CORPORATION

                                           /s/ John S. Chapin
                                           By:  John S. Chapin
                                          Its:  Secretary

                                       4-4
SECOND AMENDMENT TO
                            APPLIED FILMS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

     This Second  Amendment  to the Applied  Films  Corporation  Employee  Stock
Purchase  Plan (the "Plan") is  effective  as of January 27,  1998,  pursuant to
action taken by the Board of Directors of Applied Films Corporation,  a Colorado
corporation, effective that date.

     A. The final  sentence  of  Section 7 of the Plan is hereby  amended in its
entirety to read as follows:

          A Participant may authorize a payroll deduction in any amount not less
     than Five Hundred Dollars ($500) in any calendar year,  provided,  however,
     in no event shall  payment of any kind for credit to a Purchase  Account by
     or on behalf of any Participant  aggregate more than Five Thousand  Dollars
     ($5,000) in any calendar year.

     B. Except as hereinabove provided,  the Plan shall remain in full force and
effect.

                                  CERTIFICATION

     The foregoing Second Amendment to the Plan was duly adopted by the Board of
Directors as of the 27th day of January, 1998.

                                          APPLIED FILMS CORPORATION

                                          By:    /s/ John S. Chapin
                                          John S. Chapin
                                          Its:  Secretary

                                       4-5
March 13, 1998

Applied Films Corporation
6797 Winchester Circle
Boulder, Colorado 80301

         Re:      Registration Statement on Form S-8 Relating to the
                  Applied Films Corporation Employee Stock Purchase 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,  30,000 shares of the
Company's  common stock for issuance  pursuant to the Company's  Employee  Stock
Purchase 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  30,000
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 & HOWLETTLLP

                    /s/ Varnum, Riddering, Schmidt & Howlett LLP

                                    EXHIBIT 5