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 Employee Stock Purchase 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          70,000 Shares(1)(2)       $11.00               $770,000            $192.50
================================================================================================================
</TABLE>
(1)      Represents  additional  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)      30,000 shares of Common Stock were previously  registered when the Form
         S-8  (Registration  No.  333-47951)  was filed on March 13,  1998.  The
         purpose of this Form S-8 is to register an additional  70,000 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  $11.00 per share, 85%
         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 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.
333-47951) filed on March 13, 1998 are incorporated by reference.


PURPOSE OF THIS FORM S-8

     The purpose of this Form S-8 is to register an additional  70,000 shares of
Common  Stock which have been  reserved  for  issuance  under the Applied  Films
Corporation  Employee  Stock  Purchase  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  Employee  Stock  Purchase  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 100,000 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  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 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  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  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 all  incorporated by reference to Exhibit 4 to
                    the  Registrant's  Form  S-8  Registration   Statement  (No.
                    333-47951)

Exhibit 4.2         Third 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-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\511225\1



                                      S-5
<PAGE>
                               THIRD AMENDMENT TO
                            APPLIED FILMS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN


                                   BACKGROUND

     1. Effective  September 19, 1997, Applied Films Corporation (the "Company")
adopted and approved the Applied Films Corporation Employee Stock Purchase Plan,
as amended (the "Plan").

     2.  The  Company  desires  to  amend  the Plan as  provided  in this  Third
Amendment.

                                    AGREEMENT

     1. The first sentence of Section 3 of the Plan is hereby amended to read in
     its entirety as follows:

     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
     six (6)  months  at the  beginning  of an  Option  Period  (as  hereinafter
     defined);  (b) employees whose  customary  employment by the Company is for
     less than twenty (20) hours per week;  and (c)  employees  whose  customary
     employment by the Company is for not more than six (6) months in a calendar
     year.

     2. The second  sentence of Section 3 of the Plan is hereby  amended to read
     in its entirety as follows:

     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: (y) if such employee,  immediately  after  receiving
     the grant of such option rights under the Plan, owns stock  possessing five
     percent  (5%) or more of the total  combined  voting  power or value of all
     classes of stock of the Company (as described  under Section  423(b)(3) and
     424(d) of the Code);  or (z) if such  employee  is  permitted  to  purchase
     Shares under this Plan and any other  employee  stock purchase plans of the
     Company and its  subsidiaries  (as  defined by Section  424(f) of the Code)
     aggregating  more than Twenty-Five  Thousand Dollars  ($25,000) of the fair
     market value of such Shares  (determined at the time the respective options
     are  granted)  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.

     3. The second  sentence of Section 4 of the Plan is hereby  amended to read
     in its entirety as follows:

     The  aggregate  maximum  number of Shares which may be purchased  under the
     Plan  is One  Hundred  Thousand  (100,000)  Shares;  subject,  however,  to
     adjustment as hereinafter set forth.

     4. The final sentence of Section 5 of the Plan is hereby amended to read in
     its entirety as follows:

     Thereafter,  so long as the Plan  remains  in effect,  a new Option  Period
     shall commence every six (6) months,  beginning on the Monday subsequent to
     the October quarterly earnings release,  ending on the Friday subsequent to
     the  April  quarterly  earnings  release,   and  beginning  on  the  Monday
     subsequent to the April quarterly  earnings  release,  ending on the Friday
     subsequent to the October  quarterly  earnings  release.  The Option Period
     which began on July 3, 2000, will be an extended  Option Period  commencing
     on July 3, 2000 and ending on October 27, 2000.

     5. The first sentence of Section 6 of the Plan is hereby amended to read in
     its entirety as follows:

     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
     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.

     6.  Section  7 is hereby  deleted  in its  entirety  and the  following  is
     inserted in its place:

                                  EXHIBIT 4.2
<PAGE>
     7. Payroll Deductions. The Company will maintain payroll deduction accounts
     for all employees who are Participants  and who have filed  Authorizations.
     Payments made by Participants, shall be credited to the Participant's Stock
     Purchase  Account (the "Purchase  Account").  No amounts other than payroll
     deductions  authorized  under this Plan may be credited to a  Participant's
     Purchase  Account.  A Participant may authorize a payroll  deduction of not
     less than one percent  (1%) and not more than ten  percent  (10%) of his or
     her gross pay per pay period.

     8. The words "in  cash" in the  second  sentence  of  Section 9 are  hereby
     deleted.

     9. The third  sentence  of Section 9 is amended to read in its  entirety as
     follows:

     An Eligible Employee who has thus terminated  participation in the Plan may
     thereafter  begin  participation  in the Plan  again,  but only  after  the
     expiration  of one (1) Option  Period  subsequent  to the Option  Period in
     which the Participant terminated enrollment in the Plan.

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

     During  each  Option  Period  while  this  Plan  remains  in  effect,  each
     Participant  shall be granted an option either as of the first business day
     of that Option Period or as of the last business day of that Option Period,
     on  whichever  of those two (2) days the closing  sale price as reported on
     the NASDAQ  National  Market  System is lower  ("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.

     11. 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 eighty-five  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.

     12. Except as hereinabove provided, the Plan shall remain 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>
                                  March 1, 2001



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

         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,  70,000 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  70,000
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": 19127}]
{"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": "333-56378", "film-number": "1558391"}, "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 Employee Stock Purchase 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          70,000 Shares(1)(2)       $11.00               $770,000            $192.50
================================================================================================================
(1)      Represents  additional  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)      30,000 shares of Common Stock were previously  registered when the Form
         S-8  (Registration  No.  333-47951)  was filed on March 13,  1998.  The
         purpose of this Form S-8 is to register an additional  70,000 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  $11.00 per share, 85%
         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 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.
333-47951) filed on March 13, 1998 are incorporated by reference.

PURPOSE OF THIS FORM S-8

     The purpose of this Form S-8 is to register an additional  70,000 shares of
Common  Stock which have been  reserved  for  issuance  under the Applied  Films
Corporation  Employee  Stock  Purchase  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  Employee  Stock  Purchase  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 100,000 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  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 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  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  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 all  incorporated by reference to Exhibit 4 to
                    the  Registrant's  Form  S-8  Registration   Statement  (No.
                    333-47951)

Exhibit 4.2         Third 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-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\511225\1

                                      S-5
THIRD AMENDMENT TO
                            APPLIED FILMS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

                                   BACKGROUND

     1. Effective  September 19, 1997, Applied Films Corporation (the "Company")
adopted and approved the Applied Films Corporation Employee Stock Purchase Plan,
as amended (the "Plan").

     2.  The  Company  desires  to  amend  the Plan as  provided  in this  Third
Amendment.

                                    AGREEMENT

     1. The first sentence of Section 3 of the Plan is hereby amended to read in
     its entirety as follows:

     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
     six (6)  months  at the  beginning  of an  Option  Period  (as  hereinafter
     defined);  (b) employees whose  customary  employment by the Company is for
     less than twenty (20) hours per week;  and (c)  employees  whose  customary
     employment by the Company is for not more than six (6) months in a calendar
     year.

     2. The second  sentence of Section 3 of the Plan is hereby  amended to read
     in its entirety as follows:

     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: (y) if such employee,  immediately  after  receiving
     the grant of such option rights under the Plan, owns stock  possessing five
     percent  (5%) or more of the total  combined  voting  power or value of all
     classes of stock of the Company (as described  under Section  423(b)(3) and
     424(d) of the Code);  or (z) if such  employee  is  permitted  to  purchase
     Shares under this Plan and any other  employee  stock purchase plans of the
     Company and its  subsidiaries  (as  defined by Section  424(f) of the Code)
     aggregating  more than Twenty-Five  Thousand Dollars  ($25,000) of the fair
     market value of such Shares  (determined at the time the respective options
     are  granted)  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.

     3. The second  sentence of Section 4 of the Plan is hereby  amended to read
     in its entirety as follows:

     The  aggregate  maximum  number of Shares which may be purchased  under the
     Plan  is One  Hundred  Thousand  (100,000)  Shares;  subject,  however,  to
     adjustment as hereinafter set forth.

     4. The final sentence of Section 5 of the Plan is hereby amended to read in
     its entirety as follows:

     Thereafter,  so long as the Plan  remains  in effect,  a new Option  Period
     shall commence every six (6) months,  beginning on the Monday subsequent to
     the October quarterly earnings release,  ending on the Friday subsequent to
     the  April  quarterly  earnings  release,   and  beginning  on  the  Monday
     subsequent to the April quarterly  earnings  release,  ending on the Friday
     subsequent to the October  quarterly  earnings  release.  The Option Period
     which began on July 3, 2000, will be an extended  Option Period  commencing
     on July 3, 2000 and ending on October 27, 2000.

     5. The first sentence of Section 6 of the Plan is hereby amended to read in
     its entirety as follows:

     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
     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.

     6.  Section  7 is hereby  deleted  in its  entirety  and the  following  is
     inserted in its place:

                                  EXHIBIT 4.2
7. Payroll Deductions. The Company will maintain payroll deduction accounts
     for all employees who are Participants  and who have filed  Authorizations.
     Payments made by Participants, shall be credited to the Participant's Stock
     Purchase  Account (the "Purchase  Account").  No amounts other than payroll
     deductions  authorized  under this Plan may be credited to a  Participant's
     Purchase  Account.  A Participant may authorize a payroll  deduction of not
     less than one percent  (1%) and not more than ten  percent  (10%) of his or
     her gross pay per pay period.

     8. The words "in  cash" in the  second  sentence  of  Section 9 are  hereby
     deleted.

     9. The third  sentence  of Section 9 is amended to read in its  entirety as
     follows:

     An Eligible Employee who has thus terminated  participation in the Plan may
     thereafter  begin  participation  in the Plan  again,  but only  after  the
     expiration  of one (1) Option  Period  subsequent  to the Option  Period in
     which the Participant terminated enrollment in the Plan.

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

     During  each  Option  Period  while  this  Plan  remains  in  effect,  each
     Participant  shall be granted an option either as of the first business day
     of that Option Period or as of the last business day of that Option Period,
     on  whichever  of those two (2) days the closing  sale price as reported on
     the NASDAQ  National  Market  System is lower  ("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.

     11. 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 eighty-five  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.

     12. Except as hereinabove provided, the Plan shall remain 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
March 1, 2001

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

         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,  70,000 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  70,000
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