As filed with the Securities and Exchange Commission on June 28, 2001
                                                 Registration No. :_____________





                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933




                                   Genus, Inc.
             (Exact name of registrant as specified in its charter)


              California                             94-2790804
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)             identification number)

                                 1139 Karlstad Drive
                                 Sunnyvale, CA 94086
               (Address of principal executive offices, Zip code)



                                   2000 STOCK PLAN
                           1989 EMPLOYEE STOCK PURCHASE PLAN
                               (Full title of the plan(s))



                                 William W. R. Elder
                                    President and
                               Chief Executive Officer

                                     Genus, Inc.
                                 1139 Karlstad Drive
                                 Sunnyvale, CA 94086
                                    (408) 747-7120
 (Name, address and telephone number, including area code, of agent for service)




                                       COPY TO:

                                Mario M Rosati, Esq.
                           Wilson Sonsini Goodrich & Rosati
                               Professional Corporation
                                  650 Page Mill Road
                                 Palo Alto, CA 94304
                                    (415) 493-9300

















<TABLE>
<CAPTION>

                                  CALCULATION OF REGISTRATION FEE
<S>                              <C>            <C>                 <C>                  <C>
Title of Securities . . . . . .                 Proposed Maximum    Proposed Maximum
To be Registered. . . . . . . .  Amount to be   Offering Price      Aggregate Offering      Amount of
                                  Registered      Per Share              Price           Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock, no par value,
to be issued under the 2000
Stock Plan. . . . . . . . . . .    700,000 (1)    $ 4.265 (2)          $ 2,985,500          $   746.38

Common Stock, no par value,
to be issued under the 1989
Employee Stock Purchase
Plan. . . . . . . . . . . . . .    300,000        $ 3.62525 (3)        $ 1,087,575          $   271.89
---------------------------------------------------------------------------------------------------------
    TOTAL . . . . . . . . . . .  1,000,000                             $ 4,073,075          $ 1,018.27
---------------------------------------------------------------------------------------------------------
</TABLE>


(1)  The 2000 Stock Plan replaced the 1991 Stock Plan. The unissued shares under
     the  1991  Stock Plan are no longer issuable under the 1991 Stock Plan, and
     are  now  issuable under the 2000 Stock Plan; an increase of 700,000 shares
     is  added  to  the  2000  Stock  Plan  for  future grants, and such 700,000
     additional  shares  are  covered  by  this  Registration  Statement.


(2)  The  Proposed  Maximum  Offering  Price  Per  Share  has  been estimated in
     accordance  with  Rule  457(h)  under  the Securities Act of 1933 as to the
     700,000 shares of Common Stock authorized for issuance pursuant to the 2000
     Stock  Plan, solely for the purpose of calculating the registration fee. No
     options  have  been granted with respect to such shares. The computation is
     based  upon  the  average  of the high and low price of the Common Stock as
     reported  on  the Nasdaq National Market on June 25, 2001 because the price
     at  which  the  options to be granted in the future may be exercised is not
     currently  determinable.

(3)  The  Proposed  Maximum  Offering  Price  Per  Share  has  been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose  of calculating the registration fee. The computation is based upon
     85%  (see explanation in following sentence) of the average of the high and
     low  price of the Common Stock as reported on the Nasdaq National Market on
     June  25,  2001 because the price at which the options to be granted in the
     future  may  be  exercised  is  not currently determinable. Pursuant to the
     Employee  Stock  Purchase  Plan,  which  plan  is incorporated by reference
     herein,  the Purchase Price of a share of Common Stock shall mean an amount
     equal  to  85%  of  the Fair Market Value of a share of Common Stock on the
     Enrollment  Date  or  the  Exercise  Date,  whichever  is  lower.

                                        1

































<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ----------------------------------------

     STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL
SECURITIES.


     Pursuant  to  General  Instruction  E  of  Form  S-8,  there  are  hereby
incorporated  by  reference  into  this  Registration Statement the Registration
Statements  on  Form  S-8 previously filed by the Registrant with the Securities
and  Exchange  Commission ("SEC"), SEC File Nos. 333-29999, 333-70815, 333-84837
and  333-40332,  filed  in connection with the 1991 Incentive Stock Option Plan,
the  1989  Employee  Stock  Purchase  Plan,  and  the  2000  Stock  Plan.  This
Registration  Statement  registers  additional shares of the Registrant's Common
Stock  to  be issued pursuant to the 2000 Stock Plan and the 1989 Employee Stock
Purchase  Plan,  and  the  following subsequent periodic reports and information
contained  therein  are  hereby incorporated by reference into this Registration
Statement:

1.   The  Registrant's  Annual  Report  on  Form  10-K for the fiscal year ended
     December  31,  2000,  as  filed pursuant to Section 13(a) of the Securities
     Exchange  Act  of  1934, as amended (the "Exchange Act"), on April 2, 2001.

2.   The  Registrant's  Quarterly  Report  on Form 10-Q for the quarterly period
     ended  March  31, 2001, as filed pursuant to Section 13 (a) of the Exchange
     Act  on  May  15,  2001.

3.   Proxy  Statement  filed  as of April 30, 2001 in connection with the Annual
     Meeting  of  Shareholders  held  on  May  24,  2001.

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


                                        2
<PAGE>



ITEM  8.     EXHIBITS.
             --------

NUMBER                              DOCUMENT
--------------------------------------------------------------------------------
5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
         with respect to the  legality  of  the  securities  being  registered.

23.1     Consent  of  PricewaterhouseCoopers  LLP,  Independent  Accountants.

23.2     Consent  of  counsel  (contained  in  Exhibit  5.1).

24.1     Power  of  Attorney  (see  page  4).




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

















                                        3
<PAGE>





                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the City of Sunnyvale, State of California, on this 28th day of
June, 2001.
                               GENUS,  INC.

                      By:    /S/ WILLIAM W. R. ELDER
                             ------------------------
                             WILLIAM W. R. ELDER
                             President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears below constitutes and appoints Kenneth Schwanda and William W. R. Elder,
jointly  and  severally,  his  attorneys-in-fact,  each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration  Statement  on Form S-8 and to file the same, with exhibits thereto
and  other  documents  in connection therewith, with the Securities and Exchange
Commission,  hereby  ratifying  and  confirming  all  that  each  of  said
attorney-in-fact,  or  his substitute or substitutes, may 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  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

Signatures                          Title                                Date
--------------------------------------------------------------------------------
/S/ WILLIAM W. R. ELDER
------------------------
WILLIAM  W. R. ELDER      President, Chief Executive Officer
                          and Chairman of the Board (Principal
                          Executive  Officer)                    June  28,  2001

/S/KENNETH SCHWANDA
------------------------
KENNETH  SCHWANDA         Chief  Financial  Officer  and
                          Vice  President of Finance
                          (Principal  Financial  and  Accounting
                          Officer)                               June  28,  2001

/S/ G. FREDERICK FORSYTH
------------------------
G. FREDERICK FORSYTH      Director                               June  28,  2001

/S/ TODD S. MYHRE
------------------------
TODD  S.  MYHRE           Director                               June  28,  2001

/S/ MARIO M. ROSATI
------------------------
MARIO M. ROSATI           Director                               June  28,  2001

/S/ GEORGE D. WELLS
------------------------
GEORGE D. WELLS           Director                               June  28,  2001

/S/ ROBERT J. RICHARDSON
------------------------
ROBERT J. RICHARDSON      Director                               June  28,  2001

                                        4


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 11238}]
{"company-data": {"conformed-name": "GENUS INC", "cik": "0000837913", "assigned-sic": "3559", "irs-number": "942790804", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64072", "film-number": "1670454"}, "business-address": {"street1": "1139 KARLSTAD DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089-2117", "phone": "4087477120"}, "mail-address": {"street1": "1139 KARLSTAD DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089-2117"}}
As filed with the Securities and Exchange Commission on June 28, 2001
                                                 Registration No. :_____________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

                                   Genus, Inc.
             (Exact name of registrant as specified in its charter)

              California                             94-2790804
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)             identification number)

                                 1139 Karlstad Drive
                                 Sunnyvale, CA 94086
               (Address of principal executive offices, Zip code)

                                   2000 STOCK PLAN
                           1989 EMPLOYEE STOCK PURCHASE PLAN
                               (Full title of the plan(s))

                                 William W. R. Elder
                                    President and
                               Chief Executive Officer

                                     Genus, Inc.
                                 1139 Karlstad Drive
                                 Sunnyvale, CA 94086
                                    (408) 747-7120
 (Name, address and telephone number, including area code, of agent for service)

                                       COPY TO:

                                Mario M Rosati, Esq.
                           Wilson Sonsini Goodrich & Rosati
                               Professional Corporation
                                  650 Page Mill Road
                                 Palo Alto, CA 94304
                                    (415) 493-9300
CALCULATION OF REGISTRATION FEE
Title of Securities . . . . . .                 Proposed Maximum    Proposed Maximum
To be Registered. . . . . . . .  Amount to be   Offering Price      Aggregate Offering      Amount of
                                  Registered      Per Share              Price           Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock, no par value,
to be issued under the 2000
Stock Plan. . . . . . . . . . .    700,000 (1)    $ 4.265 (2)          $ 2,985,500          $   746.38

Common Stock, no par value,
to be issued under the 1989
Employee Stock Purchase
Plan. . . . . . . . . . . . . .    300,000        $ 3.62525 (3)        $ 1,087,575          $   271.89
---------------------------------------------------------------------------------------------------------
    TOTAL . . . . . . . . . . .  1,000,000                             $ 4,073,075          $ 1,018.27
---------------------------------------------------------------------------------------------------------
(1)  The 2000 Stock Plan replaced the 1991 Stock Plan. The unissued shares under
     the  1991  Stock Plan are no longer issuable under the 1991 Stock Plan, and
     are  now  issuable under the 2000 Stock Plan; an increase of 700,000 shares
     is  added  to  the  2000  Stock  Plan  for  future grants, and such 700,000
     additional  shares  are  covered  by  this  Registration  Statement.

(2)  The  Proposed  Maximum  Offering  Price  Per  Share  has  been estimated in
     accordance  with  Rule  457(h)  under  the Securities Act of 1933 as to the
     700,000 shares of Common Stock authorized for issuance pursuant to the 2000
     Stock  Plan, solely for the purpose of calculating the registration fee. No
     options  have  been granted with respect to such shares. The computation is
     based  upon  the  average  of the high and low price of the Common Stock as
     reported  on  the Nasdaq National Market on June 25, 2001 because the price
     at  which  the  options to be granted in the future may be exercised is not
     currently  determinable.

(3)  The  Proposed  Maximum  Offering  Price  Per  Share  has  been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose  of calculating the registration fee. The computation is based upon
     85%  (see explanation in following sentence) of the average of the high and
     low  price of the Common Stock as reported on the Nasdaq National Market on
     June  25,  2001 because the price at which the options to be granted in the
     future  may  be  exercised  is  not currently determinable. Pursuant to the
     Employee  Stock  Purchase  Plan,  which  plan  is incorporated by reference
     herein,  the Purchase Price of a share of Common Stock shall mean an amount
     equal  to  85%  of  the Fair Market Value of a share of Common Stock on the
     Enrollment  Date  or  the  Exercise  Date,  whichever  is  lower.

                                        1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ----------------------------------------

     STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL
SECURITIES.

     Pursuant  to  General  Instruction  E  of  Form  S-8,  there  are  hereby
incorporated  by  reference  into  this  Registration Statement the Registration
Statements  on  Form  S-8 previously filed by the Registrant with the Securities
and  Exchange  Commission ("SEC"), SEC File Nos. 333-29999, 333-70815, 333-84837
and  333-40332,  filed  in connection with the 1991 Incentive Stock Option Plan,
the  1989  Employee  Stock  Purchase  Plan,  and  the  2000  Stock  Plan.  This
Registration  Statement  registers  additional shares of the Registrant's Common
Stock  to  be issued pursuant to the 2000 Stock Plan and the 1989 Employee Stock
Purchase  Plan,  and  the  following subsequent periodic reports and information
contained  therein  are  hereby incorporated by reference into this Registration
Statement:

1.   The  Registrant's  Annual  Report  on  Form  10-K for the fiscal year ended
     December  31,  2000,  as  filed pursuant to Section 13(a) of the Securities
     Exchange  Act  of  1934, as amended (the "Exchange Act"), on April 2, 2001.

2.   The  Registrant's  Quarterly  Report  on Form 10-Q for the quarterly period
     ended  March  31, 2001, as filed pursuant to Section 13 (a) of the Exchange
     Act  on  May  15,  2001.

3.   Proxy  Statement  filed  as of April 30, 2001 in connection with the Annual
     Meeting  of  Shareholders  held  on  May  24,  2001.

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

                                        2
ITEM  8.     EXHIBITS.
             --------

NUMBER                              DOCUMENT
--------------------------------------------------------------------------------
5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
         with respect to the  legality  of  the  securities  being  registered.

23.1     Consent  of  PricewaterhouseCoopers  LLP,  Independent  Accountants.

23.2     Consent  of  counsel  (contained  in  Exhibit  5.1).

24.1     Power  of  Attorney  (see  page  4).

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                        3
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the City of Sunnyvale, State of California, on this 28th day of
June, 2001.
                               GENUS,  INC.

                      By:    /S/ WILLIAM W. R. ELDER
                             ------------------------
                             WILLIAM W. R. ELDER
                             President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears below constitutes and appoints Kenneth Schwanda and William W. R. Elder,
jointly  and  severally,  his  attorneys-in-fact,  each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration  Statement  on Form S-8 and to file the same, with exhibits thereto
and  other  documents  in connection therewith, with the Securities and Exchange
Commission,  hereby  ratifying  and  confirming  all  that  each  of  said
attorney-in-fact,  or  his substitute or substitutes, may 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  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

Signatures                          Title                                Date
--------------------------------------------------------------------------------
/S/ WILLIAM W. R. ELDER
------------------------
WILLIAM  W. R. ELDER      President, Chief Executive Officer
                          and Chairman of the Board (Principal
                          Executive  Officer)                    June  28,  2001

/S/KENNETH SCHWANDA
------------------------
KENNETH  SCHWANDA         Chief  Financial  Officer  and
                          Vice  President of Finance
                          (Principal  Financial  and  Accounting
                          Officer)                               June  28,  2001

/S/ G. FREDERICK FORSYTH
------------------------
G. FREDERICK FORSYTH      Director                               June  28,  2001

/S/ TODD S. MYHRE
------------------------
TODD  S.  MYHRE           Director                               June  28,  2001

/S/ MARIO M. ROSATI
------------------------
MARIO M. ROSATI           Director                               June  28,  2001

/S/ GEORGE D. WELLS
------------------------
GEORGE D. WELLS           Director                               June  28,  2001

/S/ ROBERT J. RICHARDSON
------------------------
ROBERT J. RICHARDSON      Director                               June  28,  2001

                                        4