Registration
                                                               No._________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                             
                          Maxwell Laboratories, Inc.
              (Exact name of issuer as specified in its charter)

              Delaware                                95-2390133
      (State of Incorporation)           (I.R.S. Employer Identification No.)

                              8888 Balboa Avenue
                          San Diego, California 90066
           (Address of Principal Executive Offices including Zip Code)

                           Maxwell Laboratories, Inc.
                            1995 Stock Option Plan
                             (Full Title of Plan)

                               Donald M. Roberts
                                General Counsel
                           Maxwell Laboratories, Inc.
                              8888 Balboa Avenue
                          San Diego, California 90066
                                (619) 279-5100

          (Name, address and telephone number, including area code,
                            of agent for service)




                      CALCULATION OF REGISTRATION FEE

                                              Proposed	 
 Title of                       Proposed      Maximum	        Maximum
Securities         Amount       Offering      Aggregate      Amount of
  to be            to be        Price Per	    Offering      Registration
Registered       Registered     Share (1)      Price            Fee   
- ----------       -----------    ---------    ----------    -------------
Common Stock,
$0.10 Par
Value            250,000 shs.      $14.75    $3,687,500        $1,271.55

(1)  Determined solely for the purpose of computing the registration fee 
     pursuant to Rule 457, based upon the average of the high and low price of
     the registrant's Common Stock reported on NASDAQ on July 3, 1996. 


                                   PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The following documents are incorporated by reference in the 
         registration statement:

         (a)  The registrant's latest annual report on Form 10-K or, if the
              financial statements therein are more current, the registrant's 
              latest prospectus, other than the prospectus of which this 
              document is a part, filed pursuant to Rule 424(b) of the 
              Securities and Exchange Commission under the Securities Act of 
              1933.

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of 
              the Securities Exchange Act of 1934 since the end of the fiscal
              year covered by the annual report on Form 10-K or the prospectus
              referred to in (a) above; 

         (c)  The description of the registrant's Common Stock which is 
              contained in the registrant's registration statement filed under
              section 12 of the Securities Exchange Act of 1934, including any
              amendment or reports filed for the purpose of updating such 
              descriptions.

         All documents subsequently filed by the registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 
prior to the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been sold 
or which deregisters all of such shares then remaining unsold, shall be deemed 
to be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently 
filed document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this registration statement.

Item 4.  Description of Securities.
         --------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not applicable.


Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         Section 145 of the General Corporation Law of Delaware authorizes 
indemnification of directors, officers and employees of Delaware corporations
and authorizes the Board of Directors to have the registrant provide the cost
of defense, settlement or payment of any judgment against any such person under
certain circumstances.  The registrant's charter documents provide for similar
indemnification of its directors, officers, employees and agents.  The 
registrant currently maintains policies of insurance under which the directors
and officers of registrant are insured, within the limits and subject to the 
limitations of the policies, against certain expenses in connection with the 
defense of actions, suits or proceedings, and certain liabilities which might 
be imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not applicable.

Item 8.  Exhibits.
         ---------

         The exhibits to the registration statement are listed in the Exhibit 
         Index elsewhere herein.

Item 9.  Undertakings.
         -------------

         In connection with this Registration Statement on Form S-8, the 
registrant hereby makes the following undertakings:

         (a)  The undersigned registrant hereby undertakes:

              (1)  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, 
                         represent a fundamental change in the information set 
                         forth in the registration statement; and

                   (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)(1)(i) and 
                         (a)(1)(ii) do not apply if the registration statement
                         is on Form S-3 or Form S-8, and the information 
                         required to be included in a post-effective amendment
                         by those paragraphs is contained in periodic reports 
                         filed by the registrant pursuant to section 13 or 
                         section 15(d) of the Securities Exchange Act of 1934
                         that are incorporated by reference in the registration
                         statement.

              (2)  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.

              (3)  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.

                   (b)  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 herein, and the offering of such
                        securities at that time shall be deemed to be the 
                        initial bona fide offering thereof.

                   (e)  The undersigned registrant hereby undertakes to deliver
                        or cause to be delivered with the prospectus, to each 
                        person to whom the prospectus is sent or given, the 
                        latest annual report to security holders that is 
                        incorporated by reference in the prospectus and 
                        furnished pursuant to and meeting the requirements of
                        Rule 14a-3 or Rule 14c-3 under the Securities Exchange 
                        Act of 1934; and, where interim financial information 
                        required to be presented by Article 3 of Regulation S-X
                        is not set forth in the prospectus, to deliver, or 
                        cause to be delivered to each person to whom the 
                        prospectus is sent or given, the latest quarterly 
                        report that is specifically incorporated by reference 
                        in the prospectus to provide such interim financial
                        information.

                   (h)  Insofar as indemnification for liabilities arising 
                        under the Securities Act of 1933 may be permitted to 
                        directors, officers and controlling persons of the 
                        registrant pursuant to the provisions described in Item
                        6, or 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 that a claim for 
                        indemnification against such liabilities (other than 
                        the payment 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.



SIGNATURES

         The Registrant.  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 San Diego, State of California, on 
the 25th day of June, 1996.


                                                   MAXWELL LABORATORIES, INC.


			
                                                   By: /s/Kenneth F. Potashner	
                                                      ------------------------
                                                      Kenneth F. Potashner, 
                                                      President and 
                                                      Chief Executive Officer


         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.



/s/Kenneth F. Potashner   President and Chief                June 25, 1996
- -----------------------   Executive Officer and Director
Kenneth F.  Potashner  



/s/Donn A. Starry         Chairman of the Board,             June 25, 1996
- -----------------------   and Director
Donn A. Starry            



/s/Lewis J. Colby, Jr.    Director                           June 25, 1996
- -----------------------
Lewis J. Colby, Jr.



/s/Adolphe G. Gueymard    Director                           June 25, 1996
- -----------------------
Adolphe G. Gueymard



/s/Alan C. Kolb           Director                           June 25, 1996
- -----------------------
Alan C. Kolb



                          Director and Secretary             June   , 1996
- -----------------------
Karl M. Samuelian





/s/John W. Weil           Director                           June 25, 1996
- -----------------------
John W. Weil



/s/Thomas B. Hayward      Director                           June 25, 1996
- -----------------------
Thomas B. Hayward



/s/Henry F. Owsley        Director                           June 25, 1996
- -----------------------
Henry F. Owsley



/s/Gary J. Davidson       Vice President-                    June 25, 1996
- -----------------------   Finance and Treasurer
Gary J. Davidson          (Principal Financial and
                          Accounting Officer)




                            Index of Exhibits
                            -----------------
														
										 			
									

4.1.   Restated Certificate of Incorporation of the Registrant - Exhibit 3.1 to 
       the Registrant's Form 10-K Annual Report for the year ended July 31, 
       1987 ("1987 Form 10-K) is incorporated by reference.

4.2.   Bylaws of the Registrant as amended to date.

5.     Opinion of Donald M. Roberts, General Counsel of Registrant.

23.    Consent of Ernst & Young LLP, Independent Auditors
[{"type": "S-8", "sequence": "1", "description": "1995 STOCK OPTION PLAN", "secsgml_size_bytes": 15581}]
{"company-data": {"conformed-name": "MAXWELL LABORATORIES INC /DE/", "cik": "0000319815", "assigned-sic": "3571", "irs-number": "952390133", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07831", "film-number": "96592575"}, "business-address": {"street1": "8888 BALBOA AVE", "city": "SAN DIEGO", "state": "CA", "zip": "92123", "phone": "6192795100"}, "mail-address": {"street1": "8888 BALBOA AVE", "street2": "8888 BALBOA AVE", "city": "SAN DIEGO", "state": "CA", "zip": "92123"}}
Registration
                                                               No._________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                             
                          Maxwell Laboratories, Inc.
              (Exact name of issuer as specified in its charter)

              Delaware                                95-2390133
      (State of Incorporation)           (I.R.S. Employer Identification No.)

                              8888 Balboa Avenue
                          San Diego, California 90066
           (Address of Principal Executive Offices including Zip Code)

                           Maxwell Laboratories, Inc.
                            1995 Stock Option Plan
                             (Full Title of Plan)

                               Donald M. Roberts
                                General Counsel
                           Maxwell Laboratories, Inc.
                              8888 Balboa Avenue
                          San Diego, California 90066
                                (619) 279-5100

          (Name, address and telephone number, including area code,
                            of agent for service)

                      CALCULATION OF REGISTRATION FEE

                                              Proposed	 
 Title of                       Proposed      Maximum	        Maximum
Securities         Amount       Offering      Aggregate      Amount of
  to be            to be        Price Per	    Offering      Registration
Registered       Registered     Share (1)      Price            Fee   
- ----------       -----------    ---------    ----------    -------------
Common Stock,
$0.10 Par
Value            250,000 shs.      $14.75    $3,687,500        $1,271.55

(1)  Determined solely for the purpose of computing the registration fee 
     pursuant to Rule 457, based upon the average of the high and low price of
     the registrant's Common Stock reported on NASDAQ on July 3, 1996. 

                                   PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The following documents are incorporated by reference in the 
         registration statement:

         (a)  The registrant's latest annual report on Form 10-K or, if the
              financial statements therein are more current, the registrant's 
              latest prospectus, other than the prospectus of which this 
              document is a part, filed pursuant to Rule 424(b) of the 
              Securities and Exchange Commission under the Securities Act of 
              1933.

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of 
              the Securities Exchange Act of 1934 since the end of the fiscal
              year covered by the annual report on Form 10-K or the prospectus
              referred to in (a) above; 

         (c)  The description of the registrant's Common Stock which is 
              contained in the registrant's registration statement filed under
              section 12 of the Securities Exchange Act of 1934, including any
              amendment or reports filed for the purpose of updating such 
              descriptions.

         All documents subsequently filed by the registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 
prior to the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been sold 
or which deregisters all of such shares then remaining unsold, shall be deemed 
to be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently 
filed document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this registration statement.

Item 4.  Description of Securities.
         --------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         Section 145 of the General Corporation Law of Delaware authorizes 
indemnification of directors, officers and employees of Delaware corporations
and authorizes the Board of Directors to have the registrant provide the cost
of defense, settlement or payment of any judgment against any such person under
certain circumstances.  The registrant's charter documents provide for similar
indemnification of its directors, officers, employees and agents.  The 
registrant currently maintains policies of insurance under which the directors
and officers of registrant are insured, within the limits and subject to the 
limitations of the policies, against certain expenses in connection with the 
defense of actions, suits or proceedings, and certain liabilities which might 
be imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not applicable.

Item 8.  Exhibits.
         ---------

         The exhibits to the registration statement are listed in the Exhibit 
         Index elsewhere herein.

Item 9.  Undertakings.
         -------------

         In connection with this Registration Statement on Form S-8, the 
registrant hereby makes the following undertakings:

         (a)  The undersigned registrant hereby undertakes:

              (1)  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, 
                         represent a fundamental change in the information set 
                         forth in the registration statement; and

                   (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)(1)(i) and 
                         (a)(1)(ii) do not apply if the registration statement
                         is on Form S-3 or Form S-8, and the information 
                         required to be included in a post-effective amendment
                         by those paragraphs is contained in periodic reports 
                         filed by the registrant pursuant to section 13 or 
                         section 15(d) of the Securities Exchange Act of 1934
                         that are incorporated by reference in the registration
                         statement.

              (2)  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.

              (3)  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.

                   (b)  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 herein, and the offering of such
                        securities at that time shall be deemed to be the 
                        initial bona fide offering thereof.

                   (e)  The undersigned registrant hereby undertakes to deliver
                        or cause to be delivered with the prospectus, to each 
                        person to whom the prospectus is sent or given, the 
                        latest annual report to security holders that is 
                        incorporated by reference in the prospectus and 
                        furnished pursuant to and meeting the requirements of
                        Rule 14a-3 or Rule 14c-3 under the Securities Exchange 
                        Act of 1934; and, where interim financial information 
                        required to be presented by Article 3 of Regulation S-X
                        is not set forth in the prospectus, to deliver, or 
                        cause to be delivered to each person to whom the 
                        prospectus is sent or given, the latest quarterly 
                        report that is specifically incorporated by reference 
                        in the prospectus to provide such interim financial
                        information.

                   (h)  Insofar as indemnification for liabilities arising 
                        under the Securities Act of 1933 may be permitted to 
                        directors, officers and controlling persons of the 
                        registrant pursuant to the provisions described in Item
                        6, or 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 that a claim for 
                        indemnification against such liabilities (other than 
                        the payment 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.

SIGNATURES

         The Registrant.  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 San Diego, State of California, on 
the 25th day of June, 1996.

                                                   MAXWELL LABORATORIES, INC.

			
                                                   By: /s/Kenneth F. Potashner	
                                                      ------------------------
                                                      Kenneth F. Potashner, 
                                                      President and 
                                                      Chief Executive Officer

         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.

/s/Kenneth F. Potashner   President and Chief                June 25, 1996
- -----------------------   Executive Officer and Director
Kenneth F.  Potashner  

/s/Donn A. Starry         Chairman of the Board,             June 25, 1996
- -----------------------   and Director
Donn A. Starry            

/s/Lewis J. Colby, Jr.    Director                           June 25, 1996
- -----------------------
Lewis J. Colby, Jr.

/s/Adolphe G. Gueymard    Director                           June 25, 1996
- -----------------------
Adolphe G. Gueymard

/s/Alan C. Kolb           Director                           June 25, 1996
- -----------------------
Alan C. Kolb

                          Director and Secretary             June   , 1996
- -----------------------
Karl M. Samuelian

/s/John W. Weil           Director                           June 25, 1996
- -----------------------
John W. Weil

/s/Thomas B. Hayward      Director                           June 25, 1996
- -----------------------
Thomas B. Hayward

/s/Henry F. Owsley        Director                           June 25, 1996
- -----------------------
Henry F. Owsley

/s/Gary J. Davidson       Vice President-                    June 25, 1996
- -----------------------   Finance and Treasurer
Gary J. Davidson          (Principal Financial and
                          Accounting Officer)

                            Index of Exhibits
                            -----------------
														
										 			
									

4.1.   Restated Certificate of Incorporation of the Registrant - Exhibit 3.1 to 
       the Registrant's Form 10-K Annual Report for the year ended July 31, 
       1987 ("1987 Form 10-K) is incorporated by reference.

4.2.   Bylaws of the Registrant as amended to date.

5.     Opinion of Donald M. Roberts, General Counsel of Registrant.

23.    Consent of Ernst & Young LLP, Independent Auditors