--------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on April 28, 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)

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

                Applied Films Corporation 1993 Stock Option Plan
                            (Full Title of the Plan)

         Cecil Van Alsburg, 9586 I-25 Frontage Road, Longmont, Colorado
           80504, (303) 774-3200 (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              276,500 Shares(1)            $7.50              $2,073,750               $612
===============================  ===================== ====================== =====================  ===================
</TABLE>
(1)       Represents  the  number  of  shares of  Common  Stock  authorized  for
          issuance  under the Applied Films  Corporation  1993 Stock Option Plan
          (the   "Plan").   This   Registration   Statement   also  covers  such
          indeterminable  additional  number of shares as may be issuable  under
          the Plan by  reason of  adjustments  in the  number of shares  covered
          thereby as described in the Prospectus.
(2)       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 $
          7.50 per share,  the average of the high and low sales  prices for the
          Common Stock of Applied  Films  Corporation  as reported in the NASDAQ
          National  Market System on April 21 , 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

                                      S-1
<PAGE>
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 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

                                      S-2
<PAGE>
          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.

          (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 /s/ 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




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
April 28, 1998



                                       S-5
<PAGE>
                                  EXHIBIT INDEX

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




Exhibit 4           Applied Films Corporation 1993 Stock Option 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
                             1993 STOCK OPTION PLAN


1.       Purpose of Plan

     The purpose of this Stock  Option Plan (the  "Plan") is to provide  certain
key  employees of Applied  Films  Corporation  (the  "Company")  with options to
acquire and own shares of the  Company's  common  stock (the  "shares"),  and to
strengthen the mutuality of interests  between those employees and the Company's
shareholders.

2.       Term of Plan

     The Plan shall  become  effective  on the date the Plan is  approved by the
shareholders  of the Company (the  "Effective  Date") and continue until exactly
ten (10) years after the Effective Date (the "Plan Termination Date'); provided,
however,  that all options  outstanding  as of the Plan  Termination  Date shall
remain or become exercisable pursuant to their terms and the terms of the Plan.

3.       Administration

     The Plan shall be  administered  by the Company's  Board of Directors  (the
"Board"), provided, however, that the Board may appoint a committee comprised of
not less than three (3) members of the Board (the "Committee") to administer the
Plan if deemed  necessary or  advisable  in order to comply with any  securities
rules or regulations.

     The Board and any such  Committee  shall have full power and  authority  to
interpret the  provisions of the Plan,  to supervise the  administration  of the
Plan, and to adopt forms,  regulations and procedures for the  administration of
the  Plan.  All  interpretations  and  constructions  by the  Board  and/or  the
Committee of or relating to any  provision of the Plan or any option,  policy or
procedure arising thereunder shall be final and binding.

     No member of the Board or the  Committee  shall be liable for any action or
determination  made in good faith with respect to the Plan or any option granted
under it.  Each  person  who is or shall  have been a member of the Board or 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 Board'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.

     The proceeds  received by the Company  from the sale of shares  pursuant to
options may be used for the Company's general corporate purposes.

4.       Eligibility

     The persons  eligible to receive  options  shall be those  employees of the
Company that the Board or the Committee  administering  the Plan may select from
time to time.

     The  granting of any option  pursuant to the Plan shall be entirely  within
the discretion of the Board or the Committee.  Nothing herein contained shall be
construed to give any person any right to participate under the Plan.

     An optionee may hold more than one option.

5.       Stock Available for Options

     Subject to  adjustments  as provided in section 7, the aggregate  number of
shares reserved for purposes of the Plan shall be 39,500 shares,  which shall be
authorized but unissued  shares after the authorized  capital has been increased
to 1,200,000  shares.  If any  outstanding  option under the Plan for any reason
expires or is terminated  before the Plan Termination Date, the shares allocable
to the  unexercised  portion of such option may again be  subjected to an option
under the Plan.

                                    EXHIBIT 4
<PAGE>
6.       Terms and Conditions of Options

     Each option  granted  pursuant to the Plan shall be authorized by the Board
or the  Committee  and shall be  evidenced  by a written  agreement  (an "Option
Agreement")  containing such terms and conditions as are set by the Board or the
Committee, including without limitation the following:

          (a) Number of Shares.  Each Option Agreement shall state the number of
     shares with respect to which it pertains.

          (b) Exercise  Price.  Each Option  Agreement  shall state the exercise
     price,  which shall be not less than the fair market value of the shares on
     the date the option is granted.  For purposes of this Plan, the fair market
     value of every  share  shall be deemed to be the  amount  determined  by an
     appraiser selected by the Board or the Committee. The Company shall pay all
     costs and fees of the appraiser.  Notwithstanding anything to the contrary,
     there shall be no obligation to obtain any appraisal on an interim basis or
     at any time other than the time at which an option is granted or there is a
     bona fide and permissible  exercise of an option or an SAR as granted under
     the  Plan.  Each  appraisal  shall be  based  on the same or  substantially
     similar  methodology  used for the  appraisal on which the option price for
     the relevant shares was based.

          (c) Payment for Shares.  The exercise  price for each share  purchased
     pursuant to an option  granted under the Plan shall be payable in full upon
     exercise in United States dollars in cash or by check,  bank draft or money
     order  payable to the order of the Company.  Except as  otherwise  provided
     herein, promptly after the exercise of an option and the payment in full of
     the exercise price, the optionholder shall be entitled to the issuance of a
     stock certificate evidencing ownership of the shares so purchased. However,
     an optionholder shall have none of the rights of a shareholder with respect
     to any optioned  shares until a certificate  representing  those shares has
     been  issued  to  the  optionholder  and  the  optionholder  has  become  a
     shareholder of record;  no adjustment  shall be made for dividends or other
     rights for which the record date is before the date such stock  certificate
     is issued, except as provided in section 7.

          (d) Vesting and Term of  Exercise of Options.  Each option  shall vest
     and be  exercisable  in whole or in part in such  amounts  and during  such
     times as may be specified in the Option  Agreement.  In no event,  however,
     shall  any  option be  exercisable  less than one (1) year or more than ten
     (10) years from the date the option is granted.

          (e) Tax  Withholding.  The  exercise  of any option  under the Plan is
     subject  to the  condition  that if at any time the Board or the  Committee
     shall  determine,  in its discretion,  that the satisfaction of withholding
     tax or other  withholding  liabilities  under any  federal  or state law is
     necessary or  desirable  as a condition  of, or in  connection  with,  such
     exercise or the delivery or purchase of shares pursuant  thereto,  then, in
     such event,  the exercise of the option shall not be effective  unless such
     withholding  shall have been effected or obtained in a manner acceptable to
     the Board or the Committee.

          (f) Securities Matters.  Notwithstanding anything to the contrary, the
     Company  may  postpone  the  issuance  and/or  delivery  of shares upon any
     exercise of an option until completion of such stock exchange  listing,  or
     registration,  or other  qualification  of such  shares  under any  federal
     and/or  state  law,   rule  or  regulation  as  the  Company  may  consider
     appropriate,  and may require any person  exercising an option to make such
     representations,  including  a  representation  that  it is the  optionee's
     intention  to  acquire  shares  for  investment  and  not  with a  view  to
     distribution  thereof,  and  furnish  such  information  as the Company may
     consider  appropriate  in  connection  with the issuance or delivery of the
     shares in compliance with applicable laws,  rules and regulations.  In such
     event,  no  shares  shall be  issued to such  holder  unless  and until the
     Company is satisfied with the correctness of all such representations.

          (g) Stock Appreciation Rights. The Board or the Committee may grant to
     an optionee a stock appreciation  right ("SAR").  An SAR shall, in general,
     be subject to the same terms and conditions as the related  option,  except
     as otherwise  specified in the Option  Agreement,  and shall be exercisable
     only to the extent that the option is exercisable, provided that an SAR may
     be exercised  only when the fair market value of the shares  subject to the
     option exceeds the exercise  price of the option.  An SAR shall entitle the
     participant  to  surrender  to the Company  unexercised  any portion of the
     related  option to the  extent  that the same is then  exercisable,  and to
     receive from the Company in exchange  therefor an amount  (payable in cash,
     less tax  withholding  and  required  deductions)  equal to the  difference

                                      4-2
<PAGE>
     between the then fair market value of the shares issuable upon the exercise
     of the option (or portion thereof) surrendered and the option price payable
     for such  shares  upon the  exercise  of the  option or the  portion of the
     option which is surrendered.  The fair market value per share of such stock
     shall  be  determined  as of the  date  of  the  Company's  receipt  of the
     participant's written notice of intention to exercise an SAR.

          (h)  Miscellaneous.  The amounts  received on  surrender of options or
     SARs under the Plan are not to be taken  into  account  under any  pension,
     retirement,  deferred  profit  sharing or any employee  benefit  program of
     kind.

     Any Option  Agreement  authorized  under the Plan shall  contain such other
provisions, including, without limitation, restrictions upon the exercise of the
option, as the Board and the Committee shall deem advisable.

     The Board or the Committee may, in its discretion, vary among optionees and
among  options  granted  to the  same  optionee  any  and all of the  terms  and
conditions of options  granted  under the Plan,  including the term during which
and the  amounts  in which  and  dates at or after  which  such  options  may be
exercised.

     Except as otherwise provided in this Plan or in an Option Agreement, if the
employment of a participant  terminates for any reason, all outstanding  options
(and any  accompanying  SAR) granted to the  participant  shall  immediately  be
forfeited  and be null and void at the  commencement  of business on the date of
such termination.

7.       Adjustment in Shares

     The number of shares covered by each outstanding  option,  and the exercise
price  for each  optioned  share,  shall  be  proportionately  adjusted  for any
increase or decrease in the number of issued shares resulting from a split in or
combination  of shares or the  payment of a stock  dividend on the shares or any
other increase or decrease in the number of such shares effected without receipt
of consideration by the Company.

     If the  Company  shall  be the  surviving  corporation  in  any  merger  or
consolidation, or if the Company is merged into a wholly-owned subsidiary solely
for purposes of changing the Company's state of incorporation,  each outstanding
option  shall  pertain to and apply to the  securities  to which a holder of the
number of shares subject to the option would have been  entitled.  A sale of all
or substantially all of the Company's assets, or a dissolution or liquidation of
the  Company  or a merger  or  consolidation  in which  the  Company  is not the
surviving corporation,  except as provided above or as otherwise provided in the
optionee's Option Agreement, shall cause each outstanding option to terminate.

     In the event of a change in the  shares as  presently  constituted  that is
limited to a change of all of its authorized shares with par value into the same
number of shares  with a different  par value or without  par value,  the shares
resulting  from any such change shall be deemed to be the shares  subject to the
Plan and to any options granted pursuant to the Plan.

     To the extent that the foregoing  adjustments relate to stock or securities
of the  Company,  such  adjustments  shall  be made by the  Committee.  Any such
adjustment may provide for the  elimination  of any fractional  share that might
otherwise become subject to an option.

     Except as expressly  provided  herein,  an optionee shall have no rights by
reason of any  subdivision or combination of shares of stock of any class or the
payment of any stock dividend or any other increase or decrease in the number of
shares of stock of any class or by  reason of any sale of  assets,  dissolution,
liquidation,  merger or  consolidation  or spinoff of assets or stock of another
corporation,  and any issue by the  Company of shares of stock of any class,  or
securities  convertible into shares of stock of any class, shall not affect, and
no  adjustment  by reason  thereof  shall be made with respect to, the number or
price of shares of stock subject to the option.

     The grant of an option pursuant to the Plan shall not affect in any way the
right  or  power  of  the  Company  to  make   adjustments,   reclassifications,
reorganizations  or changes of its capital or business  structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

                                      4-3
<PAGE>
     The adjustments in number and kind of shares and the substitution of shares
affecting  outstanding options in accordance with the foregoing shall also apply
to the number and kind of shares reserved for issuance  pursuant to the Plan but
not yet covered by options.

                                       4-4
<PAGE>
8.       Transferability of Options and Shares

     Options  under the Plan may not be  transferred  except as permitted in the
Option  Agreement by will or according to the laws of descent and  distribution.
An option may be exercised only by that optionee or his or her guardian or legal
representative. The Company may, if it deems desirable to assure compliance with
applicable   federal  and  state   securities   laws,   legend  any  certificate
representing  shares  issued  pursuant  to the  exercise  of an  option  with an
appropriate  restrictive  legend,  and may also issue  appropriate stop transfer
instructions to its transfer agent with respect to such shares.

9.       Modification, Etc. and Termination of Options

     Subject to the terms and conditions and within the limitations of the Plan,
the Board or the  Committee  may  modify,  extend or renew  outstanding  options
granted  under the Plan,  or accept the  surrender  of  outstanding  options and
authorize the granting of new options in substitution therefor.  Notwithstanding
the foregoing,  no modification  of an option shall,  without the consent of the
optionholder,  alter or impair  any  rights  or  obligations  under  any  option
theretofore granted under the Plan.

     Each Option Agreement shall contain such provisions as the Company may deem
advisable (a) for termination of the option in the event of, and/or (b) exercise
of the option after, any of the following: the optionee's death, disability,  or
termination of service as an employee with the Company.

     Any Option Agreement may also contain provisions for termination of options
and/or   acceleration  of  exercise  rights  in  the  event  of  any  merger  or
consolidation   of  the  Company  with,  or   acquisition   of  the  Company  or
substantially all of its assets by, any other corporation.

     Nothing  in the Plan or in any  option  shall be deemed to confer  upon any
optionee  any right to continue in any position  whatsoever  with the Company or
any affiliate.

10.      Amendment and Termination of Plan

     The Board  may,  with  respect  to any  shares at the time not  subject  to
options,  suspend  or  terminate  the Plan or revise or amend it in any  respect
whatsoever, except that, without approval of the shareholders of the Company, no
such  revision or amendment  shall (a) increase the  aggregate  number of shares
that may be issued under the Plan,  (b) decrease the price at which  options may
be granted, (c) modify the eligibility  requirements set forth in section 4, (d)
materially  increase the benefits  accruing to optionholders  under the Plan, or
(e) permit the  granting  of options  under the Plan after the Plan  Termination
Date.  Unless earlier  terminated by the Board,  the Plan shall terminate on the
Plan  Termination  Date,  after which date no options  may be granted  under the
Plan.

                                      * * *

                                  CERTIFICATION

The foregoing  Plan was duly adopted by the  Company's  Board of Directors as of
May 12, 1993 and was approved by the Company's shareholders on May 13, 1993.



                                              DONNELLY APPLIED FILMS CORPORATION




                                              By /s/ Cecil VanAlsburg
                                                 Cecil Van Alsburg, President

                                       4-5
<PAGE>
                                 April 28, 1998



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

         Re:      Registration Statement on Form S-8 Relating to the
                  Applied Films Corporation 1993 Stock Option Plan

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),  filed by Applied Films  Corporation,  a Colorado  corporation (the
"Company"),  with the  Securities  and  Exchange  Commission  for the purpose of
registering under the Securities Act of 1933, as amended,  276,500 shares of the
Company's  common stock for issuance  pursuant to the Applied Films  Corporation
1993 Stock  Option  Plan (the  "Plan"),  we have  examined  such  documents  and
questions of law we consider  necessary or appropriate for the purpose of giving
this opinion. On the basis of such evaluation, we advise you that in our opinion
the 276,500 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": 37361}]
{"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": "333-51175", "film-number": "98602698"}, "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 April 28, 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)

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

                Applied Films Corporation 1993 Stock Option Plan
                            (Full Title of the Plan)

         Cecil Van Alsburg, 9586 I-25 Frontage Road, Longmont, Colorado
           80504, (303) 774-3200 (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              276,500 Shares(1)            $7.50              $2,073,750               $612
===============================  ===================== ====================== =====================  ===================
(1)       Represents  the  number  of  shares of  Common  Stock  authorized  for
          issuance  under the Applied Films  Corporation  1993 Stock Option Plan
          (the   "Plan").   This   Registration   Statement   also  covers  such
          indeterminable  additional  number of shares as may be issuable  under
          the Plan by  reason of  adjustments  in the  number of shares  covered
          thereby as described in the Prospectus.
(2)       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 $
          7.50 per share,  the average of the high and low sales  prices for the
          Common Stock of Applied  Films  Corporation  as reported in the NASDAQ
          National  Market System on April 21 , 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

                                      S-1
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 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

                                      S-2
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.

          (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 /s/ 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

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
April 28, 1998

                                       S-5
EXHIBIT INDEX

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

Exhibit 4           Applied Films Corporation 1993 Stock Option 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
                             1993 STOCK OPTION PLAN

1.       Purpose of Plan

     The purpose of this Stock  Option Plan (the  "Plan") is to provide  certain
key  employees of Applied  Films  Corporation  (the  "Company")  with options to
acquire and own shares of the  Company's  common  stock (the  "shares"),  and to
strengthen the mutuality of interests  between those employees and the Company's
shareholders.

2.       Term of Plan

     The Plan shall  become  effective  on the date the Plan is  approved by the
shareholders  of the Company (the  "Effective  Date") and continue until exactly
ten (10) years after the Effective Date (the "Plan Termination Date'); provided,
however,  that all options  outstanding  as of the Plan  Termination  Date shall
remain or become exercisable pursuant to their terms and the terms of the Plan.

3.       Administration

     The Plan shall be  administered  by the Company's  Board of Directors  (the
"Board"), provided, however, that the Board may appoint a committee comprised of
not less than three (3) members of the Board (the "Committee") to administer the
Plan if deemed  necessary or  advisable  in order to comply with any  securities
rules or regulations.

     The Board and any such  Committee  shall have full power and  authority  to
interpret the  provisions of the Plan,  to supervise the  administration  of the
Plan, and to adopt forms,  regulations and procedures for the  administration of
the  Plan.  All  interpretations  and  constructions  by the  Board  and/or  the
Committee of or relating to any  provision of the Plan or any option,  policy or
procedure arising thereunder shall be final and binding.

     No member of the Board or the  Committee  shall be liable for any action or
determination  made in good faith with respect to the Plan or any option granted
under it.  Each  person  who is or shall  have been a member of the Board or 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 Board'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.

     The proceeds  received by the Company  from the sale of shares  pursuant to
options may be used for the Company's general corporate purposes.

4.       Eligibility

     The persons  eligible to receive  options  shall be those  employees of the
Company that the Board or the Committee  administering  the Plan may select from
time to time.

     The  granting of any option  pursuant to the Plan shall be entirely  within
the discretion of the Board or the Committee.  Nothing herein contained shall be
construed to give any person any right to participate under the Plan.

     An optionee may hold more than one option.

5.       Stock Available for Options

     Subject to  adjustments  as provided in section 7, the aggregate  number of
shares reserved for purposes of the Plan shall be 39,500 shares,  which shall be
authorized but unissued  shares after the authorized  capital has been increased
to 1,200,000  shares.  If any  outstanding  option under the Plan for any reason
expires or is terminated  before the Plan Termination Date, the shares allocable
to the  unexercised  portion of such option may again be  subjected to an option
under the Plan.

                                    EXHIBIT 4
6.       Terms and Conditions of Options

     Each option  granted  pursuant to the Plan shall be authorized by the Board
or the  Committee  and shall be  evidenced  by a written  agreement  (an "Option
Agreement")  containing such terms and conditions as are set by the Board or the
Committee, including without limitation the following:

          (a) Number of Shares.  Each Option Agreement shall state the number of
     shares with respect to which it pertains.

          (b) Exercise  Price.  Each Option  Agreement  shall state the exercise
     price,  which shall be not less than the fair market value of the shares on
     the date the option is granted.  For purposes of this Plan, the fair market
     value of every  share  shall be deemed to be the  amount  determined  by an
     appraiser selected by the Board or the Committee. The Company shall pay all
     costs and fees of the appraiser.  Notwithstanding anything to the contrary,
     there shall be no obligation to obtain any appraisal on an interim basis or
     at any time other than the time at which an option is granted or there is a
     bona fide and permissible  exercise of an option or an SAR as granted under
     the  Plan.  Each  appraisal  shall be  based  on the same or  substantially
     similar  methodology  used for the  appraisal on which the option price for
     the relevant shares was based.

          (c) Payment for Shares.  The exercise  price for each share  purchased
     pursuant to an option  granted under the Plan shall be payable in full upon
     exercise in United States dollars in cash or by check,  bank draft or money
     order  payable to the order of the Company.  Except as  otherwise  provided
     herein, promptly after the exercise of an option and the payment in full of
     the exercise price, the optionholder shall be entitled to the issuance of a
     stock certificate evidencing ownership of the shares so purchased. However,
     an optionholder shall have none of the rights of a shareholder with respect
     to any optioned  shares until a certificate  representing  those shares has
     been  issued  to  the  optionholder  and  the  optionholder  has  become  a
     shareholder of record;  no adjustment  shall be made for dividends or other
     rights for which the record date is before the date such stock  certificate
     is issued, except as provided in section 7.

          (d) Vesting and Term of  Exercise of Options.  Each option  shall vest
     and be  exercisable  in whole or in part in such  amounts  and during  such
     times as may be specified in the Option  Agreement.  In no event,  however,
     shall  any  option be  exercisable  less than one (1) year or more than ten
     (10) years from the date the option is granted.

          (e) Tax  Withholding.  The  exercise  of any option  under the Plan is
     subject  to the  condition  that if at any time the Board or the  Committee
     shall  determine,  in its discretion,  that the satisfaction of withholding
     tax or other  withholding  liabilities  under any  federal  or state law is
     necessary or  desirable  as a condition  of, or in  connection  with,  such
     exercise or the delivery or purchase of shares pursuant  thereto,  then, in
     such event,  the exercise of the option shall not be effective  unless such
     withholding  shall have been effected or obtained in a manner acceptable to
     the Board or the Committee.

          (f) Securities Matters.  Notwithstanding anything to the contrary, the
     Company  may  postpone  the  issuance  and/or  delivery  of shares upon any
     exercise of an option until completion of such stock exchange  listing,  or
     registration,  or other  qualification  of such  shares  under any  federal
     and/or  state  law,   rule  or  regulation  as  the  Company  may  consider
     appropriate,  and may require any person  exercising an option to make such
     representations,  including  a  representation  that  it is the  optionee's
     intention  to  acquire  shares  for  investment  and  not  with a  view  to
     distribution  thereof,  and  furnish  such  information  as the Company may
     consider  appropriate  in  connection  with the issuance or delivery of the
     shares in compliance with applicable laws,  rules and regulations.  In such
     event,  no  shares  shall be  issued to such  holder  unless  and until the
     Company is satisfied with the correctness of all such representations.

          (g) Stock Appreciation Rights. The Board or the Committee may grant to
     an optionee a stock appreciation  right ("SAR").  An SAR shall, in general,
     be subject to the same terms and conditions as the related  option,  except
     as otherwise  specified in the Option  Agreement,  and shall be exercisable
     only to the extent that the option is exercisable, provided that an SAR may
     be exercised  only when the fair market value of the shares  subject to the
     option exceeds the exercise  price of the option.  An SAR shall entitle the
     participant  to  surrender  to the Company  unexercised  any portion of the
     related  option to the  extent  that the same is then  exercisable,  and to
     receive from the Company in exchange  therefor an amount  (payable in cash,
     less tax  withholding  and  required  deductions)  equal to the  difference

                                      4-2
between the then fair market value of the shares issuable upon the exercise
     of the option (or portion thereof) surrendered and the option price payable
     for such  shares  upon the  exercise  of the  option or the  portion of the
     option which is surrendered.  The fair market value per share of such stock
     shall  be  determined  as of the  date  of  the  Company's  receipt  of the
     participant's written notice of intention to exercise an SAR.

          (h)  Miscellaneous.  The amounts  received on  surrender of options or
     SARs under the Plan are not to be taken  into  account  under any  pension,
     retirement,  deferred  profit  sharing or any employee  benefit  program of
     kind.

     Any Option  Agreement  authorized  under the Plan shall  contain such other
provisions, including, without limitation, restrictions upon the exercise of the
option, as the Board and the Committee shall deem advisable.

     The Board or the Committee may, in its discretion, vary among optionees and
among  options  granted  to the  same  optionee  any  and all of the  terms  and
conditions of options  granted  under the Plan,  including the term during which
and the  amounts  in which  and  dates at or after  which  such  options  may be
exercised.

     Except as otherwise provided in this Plan or in an Option Agreement, if the
employment of a participant  terminates for any reason, all outstanding  options
(and any  accompanying  SAR) granted to the  participant  shall  immediately  be
forfeited  and be null and void at the  commencement  of business on the date of
such termination.

7.       Adjustment in Shares

     The number of shares covered by each outstanding  option,  and the exercise
price  for each  optioned  share,  shall  be  proportionately  adjusted  for any
increase or decrease in the number of issued shares resulting from a split in or
combination  of shares or the  payment of a stock  dividend on the shares or any
other increase or decrease in the number of such shares effected without receipt
of consideration by the Company.

     If the  Company  shall  be the  surviving  corporation  in  any  merger  or
consolidation, or if the Company is merged into a wholly-owned subsidiary solely
for purposes of changing the Company's state of incorporation,  each outstanding
option  shall  pertain to and apply to the  securities  to which a holder of the
number of shares subject to the option would have been  entitled.  A sale of all
or substantially all of the Company's assets, or a dissolution or liquidation of
the  Company  or a merger  or  consolidation  in which  the  Company  is not the
surviving corporation,  except as provided above or as otherwise provided in the
optionee's Option Agreement, shall cause each outstanding option to terminate.

     In the event of a change in the  shares as  presently  constituted  that is
limited to a change of all of its authorized shares with par value into the same
number of shares  with a different  par value or without  par value,  the shares
resulting  from any such change shall be deemed to be the shares  subject to the
Plan and to any options granted pursuant to the Plan.

     To the extent that the foregoing  adjustments relate to stock or securities
of the  Company,  such  adjustments  shall  be made by the  Committee.  Any such
adjustment may provide for the  elimination  of any fractional  share that might
otherwise become subject to an option.

     Except as expressly  provided  herein,  an optionee shall have no rights by
reason of any  subdivision or combination of shares of stock of any class or the
payment of any stock dividend or any other increase or decrease in the number of
shares of stock of any class or by  reason of any sale of  assets,  dissolution,
liquidation,  merger or  consolidation  or spinoff of assets or stock of another
corporation,  and any issue by the  Company of shares of stock of any class,  or
securities  convertible into shares of stock of any class, shall not affect, and
no  adjustment  by reason  thereof  shall be made with respect to, the number or
price of shares of stock subject to the option.

     The grant of an option pursuant to the Plan shall not affect in any way the
right  or  power  of  the  Company  to  make   adjustments,   reclassifications,
reorganizations  or changes of its capital or business  structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

                                      4-3
The adjustments in number and kind of shares and the substitution of shares
affecting  outstanding options in accordance with the foregoing shall also apply
to the number and kind of shares reserved for issuance  pursuant to the Plan but
not yet covered by options.

                                       4-4
8.       Transferability of Options and Shares

     Options  under the Plan may not be  transferred  except as permitted in the
Option  Agreement by will or according to the laws of descent and  distribution.
An option may be exercised only by that optionee or his or her guardian or legal
representative. The Company may, if it deems desirable to assure compliance with
applicable   federal  and  state   securities   laws,   legend  any  certificate
representing  shares  issued  pursuant  to the  exercise  of an  option  with an
appropriate  restrictive  legend,  and may also issue  appropriate stop transfer
instructions to its transfer agent with respect to such shares.

9.       Modification, Etc. and Termination of Options

     Subject to the terms and conditions and within the limitations of the Plan,
the Board or the  Committee  may  modify,  extend or renew  outstanding  options
granted  under the Plan,  or accept the  surrender  of  outstanding  options and
authorize the granting of new options in substitution therefor.  Notwithstanding
the foregoing,  no modification  of an option shall,  without the consent of the
optionholder,  alter or impair  any  rights  or  obligations  under  any  option
theretofore granted under the Plan.

     Each Option Agreement shall contain such provisions as the Company may deem
advisable (a) for termination of the option in the event of, and/or (b) exercise
of the option after, any of the following: the optionee's death, disability,  or
termination of service as an employee with the Company.

     Any Option Agreement may also contain provisions for termination of options
and/or   acceleration  of  exercise  rights  in  the  event  of  any  merger  or
consolidation   of  the  Company  with,  or   acquisition   of  the  Company  or
substantially all of its assets by, any other corporation.

     Nothing  in the Plan or in any  option  shall be deemed to confer  upon any
optionee  any right to continue in any position  whatsoever  with the Company or
any affiliate.

10.      Amendment and Termination of Plan

     The Board  may,  with  respect  to any  shares at the time not  subject  to
options,  suspend  or  terminate  the Plan or revise or amend it in any  respect
whatsoever, except that, without approval of the shareholders of the Company, no
such  revision or amendment  shall (a) increase the  aggregate  number of shares
that may be issued under the Plan,  (b) decrease the price at which  options may
be granted, (c) modify the eligibility  requirements set forth in section 4, (d)
materially  increase the benefits  accruing to optionholders  under the Plan, or
(e) permit the  granting  of options  under the Plan after the Plan  Termination
Date.  Unless earlier  terminated by the Board,  the Plan shall terminate on the
Plan  Termination  Date,  after which date no options  may be granted  under the
Plan.

                                      * * *

                                  CERTIFICATION

The foregoing  Plan was duly adopted by the  Company's  Board of Directors as of
May 12, 1993 and was approved by the Company's shareholders on May 13, 1993.

                                              DONNELLY APPLIED FILMS CORPORATION

                                              By /s/ Cecil VanAlsburg
                                                 Cecil Van Alsburg, President

                                       4-5
April 28, 1998

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

         Re:      Registration Statement on Form S-8 Relating to the
                  Applied Films Corporation 1993 Stock Option Plan

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),  filed by Applied Films  Corporation,  a Colorado  corporation (the
"Company"),  with the  Securities  and  Exchange  Commission  for the purpose of
registering under the Securities Act of 1933, as amended,  276,500 shares of the
Company's  common stock for issuance  pursuant to the Applied Films  Corporation
1993 Stock  Option  Plan (the  "Plan"),  we have  examined  such  documents  and
questions of law we consider  necessary or appropriate for the purpose of giving
this opinion. On the basis of such evaluation, we advise you that in our opinion
the 276,500 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