As filed with the Securities and Exchange Commission
                            on January 24, 1996

                                   Registration No. 33-         
                                                                 

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                          


                                 FORM S-8

                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933


                          OPTEK TECHNOLOGY, INC.
                (Exact name of issuer as specified in its charter)


     Delaware                                          75-1962405 
(State of incorporation)                                   (I.R.S. Employer 
                                                         Identification No.)


                           1215 West Crosby Road
                      Carrollton, Texas 75006                    
       (Address, including zip code, of principal executive offices)


                                     
                   Directors' Formula Award Plan                  
                         (Full title of the plan)


                             Thomas R. Filesi
                                 President
                           1215 West Crosby Road
                          Carrollton, Texas 75006
                          (214) 323-2200                          
                 (Name, address, including zip code, and telephone 
                 number, including area code, of agent for service)
                                          

                                 Copy to:

                           Christopher M. Hewitt
                           Hewitt & Hewitt, P.C.
                        3100 Monticello, Suite 770
                            Dallas, Texas 75205

Approximate date of commencement of proposed sales to public:
Sales of the securities registered hereunder will occur from time
to time after the effective date of this Registration Statement.
PAGE
<PAGE>
                                                                 

                      CALCULATION OF REGISTRATION FEE
                                                                 

                              Proposed  Proposed
Title of       Number         Maximum   Maximum
Securities     of Shares      Offering  Aggregate Amount of
to be          to be          Price Per Offering  Registration
Registered     Registered     Share(1)  Price     Fee
                                                                  

Common Stock
$0.01 par 
value          200,000        $0.44-    $1,256,208  $  433.18
                               $8.375             

Common Stock,
$0.01 par 
value(2)       200,000        $8.375    $1,675,000  $  577.59

                                                    $1,010.77
                                                                 

(1)  Estimated solely for the purpose of calculating the registra-
     tion fee.  With respect to Common Stock issuable upon exercise
     of options, the registration fee has been calculated in
     accordance with Rule 457(h).  With respect to Common Stock to
     be reoffered to the public, the registration fee has been
     calculated in accordance with Rule 457(c) on the basis of the
     average of the bid and asked prices of the Company's Common
     Stock as reported on January 23, 1996.

(2)  Shares to be sold pursuant to reoffer prospectus included
     herein.
 PAGE
<PAGE>
                             EXPLANATORY NOTE

     The Prospectus filed as a part of this Registration Statement
has been prepared in accordance with the requirements of Form S-3
pursuant to Instruction C to Form S-8 and may be used for reoffers
or resales of the Company's Common Stock to be acquired by the
persons named therein pursuant to the Directors' Formula Award
Plan.
PAGE
<PAGE>

                          OPTEK TECHNOLOGY, INC.

                                          

                           Cross Reference Sheet
                 Between Items of Form S-3 and Prospectus
                 Pursuant to Rule 501(b) of Regulation S-K



     Registration Statement
     Item and Heading                   Prospectus Heading


1.   Forepart of the Registration
     Statement and Outside Front
     Cover Page of Prospectus....       Cover Page; Cross Refer-
                                        ence Sheet

2.   Inside Front and Outside Back
     Cover Pages of Prospectus...       Cover Page

3.   Summary Information, Risk
     Factors and Ratio of
     Earnings to Fixed Charges...       The Company

4.   Use of Proceeds.............       *

5.   Determination of Offering
     Price ......................       *

6.   Dilution ...................       *

7.   Selling Security Holders....       Cover Page; Selling Stock-
                                        holders

8.   Plan of Distribution .......       Selling Stockholders

9.   Description of Securities
     to be Registered ...........       Incorporation of Documents
                                        by Reference

10.  Interests of Named Experts
     and Counsel.................       *

11.  Material Changes ...........       *


<PAGE>




     Registration Statement
     Item and Heading                   Prospectus Heading

12.  Incorporation of Certain
     Information by Reference....       Incorporation of Documents
                                        by Reference

13.  Disclosure of Commission
     Position on Indemnification
     for Securities Act
     Liabilities.................       Indemnification of Direc-
                                        tors and Officers


                         

*    Omitted as Inapplicable

PAGE
<PAGE>
PROSPECTUS
                              200,000 Shares
                          OPTEK TECHNOLOGY, INC.
                               Common Stock

     This Prospectus relates to 200,000 shares of the Common Stock,
par value $0.01 per share (the "Common Stock"), of Optek Technolo-
gy, Inc. (the "Company"), which may be offered from time to time by
any or all of the Selling Stockholders named herein (the "Selling
Stockholders"). It is anticipated that the Selling Stockholders
will offer shares for sale at prevailing prices in the over-the-
counter market on the date of sale.  The Company will receive no
part of the proceeds of sale made hereunder.  All expenses of
registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred
by an individual Selling Stockholder will be borne by such Selling
Stockholder.

     The Common Stock of the Company is traded on the over-the-
counter market. On January 23, 1996 the closing bid and asked
prices for shares of the Company's Common Stock, as reported by the
primary market maker for the Company's common stock were $8.00 and
$8.75 per share, respectively.

     The Selling Stockholders and any broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), in which event commissions received
by such broker may be deemed to be underwriting commissions under
the Securities Act.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
            THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                    THE CONTRARY IS A CRIMINAL OFFENSE.

      No person is authorized to give any information or to make
any representations, other than those contained in this Prospectus,
in connection with the offering described herein, and, if given or
made, such information or representations must not be relied upon
as having been authorized by the Company or any Selling Stock-
holders.  This Prospectus does not constitute an offer to sell, or
a solicitation of an offer to buy, nor shall there be any sale of
these securities by any person in any jurisdiction in which it is
unlawful for such person to make such offer, solicitation or sale.
Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create an implication that the
information contained herein is correct as of any time subsequent
to the date hereof.

             The date of this Prospectus is January 24, 1996.
<PAGE>
     The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon written or oral request of any such
person, a copy of any and all of the information that has been or
may be incorporated by reference in this Prospectus, other than
exhibits to such documents.  Requests for such copies should be
directed to Optek Technology, Inc., 1215 West Crosby Road,
Carrollton, Texas 75006.  The Company's telephone number at that
location is (214) 323-2200.

     The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission.  Such
reports, proxy statements and other information can be inspected
and copied at the Public Reference Room of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at 219 South Dearborn Street, Chicago, IL 60604;
26 Federal Plaza, New York, NY 10007; and 5757 Wilshire Boulevard,
Los Angeles, CA 90036, and copies of such materials can be obtained
from the Public Reference Section of the Commission, Washington,
D.C. 20549, at prescribed rates.  

     The Company intends to furnish its stockholders with annual
reports containing additional financial statements and a report
thereon by independent certified public accountants.

                                               

                             TABLE OF CONTENTS

                                                  Page

     The Company ...............................  3              

     Selling Stockholders ......................  4 

     Indemnification of Directors and Officers..  5

     Information Incorporated by Reference .....  6  



                                               

PAGE
<PAGE>
                                THE COMPANY

     Optek Technology, Inc. (the "Company") markets, designs and
manufactures sensor products based on either of two technologies:
optoelectronics or magnetic field sensing (Hall Effect).  These
products react to changes in infrared light or magnetic fields
which indicate physical events such as position, speed or rotation
and convert this information into an electrical signal which can
then be communicated to control devices such as microprocessors
capable of processing and responding to that signal.  Because
optoelectronic and magnetic sensors operate without physical
contact, they are capable of more accurate and reliable measurement
and can be used with more sensitive and delicate equipment than
standard mechanical or electromechanical devices. These character-
istics, combined with increased speed, durability and compactness,
have stimulated the substitution of optoelectronic and magnetic
sensors for mechanical and electromechanical processors.

     The Company was incorporated in Texas in October 1979 as
"Crown Semiconductor, Inc." and reincorporated in Delaware in
August 1984, changing its name to "Optek Technology, Inc."  Its
executive offices are located at 1215 West Crosby Road, Carrollton,
Texas 75006, a city immediately north of Dallas.  The Company's
telephone number is (214) 323-2200.


<PAGE>
<PAGE>
                           SELLING STOCKHOLDERS

     The following table shows the names and positions with the
Company during the past three years of the Selling Stockholders,
the number of shares of the Company's Common Stock beneficially
owned by each of them as of January 19, 1996 and the number of
shares covered by this Prospectus:


                               Beneficial                Beneficial
                 Position      Ownership    Shares       Ownership
Selling          With          Prior to     Being        After
Shareholder      the Company   Offering    Offered       Offering  (1)

Grant Dove        Chairman of
                  the Board
                  and 
                  Director    208,301       7,000          201,301

Michael Cahr      Director     36,500      14,000           22,500

Rodes Ennis       Director     39,700      14,000           25,700

William H.
Daughtrey         Director     23,500      14,000            9,500

Wayne 
Stevenson         Director     12,750      10,500            1,750

Don Hodges        Former
                  Director      8,500       3,500            5,000

            

(1)   Assumes that all shares offered hereby are sold.

     As of January 19, 1996, the Company had approximately
3,480,366 shares of Common Stock outstanding. 

     The Company has been advised by the Selling Stockholders that
they intend to sell all or a portion of the shares offered hereby
from time to time in the over-the-counter market and that sales
will be made at prices prevailing at the times of such sales.  The
Selling Stockholders may also make private sales directly or
through a broker or brokers.  In connection with any sales, the
Selling Stockholders and any brokers participating in such sales
may be deemed to be underwriters within the meaning of the
Securities Act.

     The Company has informed the Selling Stockholders that the
anti-manipulative Rules 10b-2, 10b-6 and 10b-7 may apply to their
sales in the market and has furnished each Selling Stockholder with
a copy of these Rules and has informed them of the possible need
for delivery of copies of this Prospectus.
<PAGE>
     In addition, the Company has informed each of the Selling
Stockholders that any Selling Stockholder who is affiliated with
the Company, and any other persons acting in concert with such
Selling Stockholder for the purpose of selling securities of the
Company, may reoffer or resale pursuant to this Prospectus up to,
but no more than, 34,803 shares of the Common Stock during any
three month period.

     There can be no assurance that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered by them
hereunder.


                 INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law empowers
the Company to indemnify its current and former Directors, officers
and certain other persons against certain expenses incurred by them
in connection with any suit to which they were, are or are
threatened to be made parties by reason of their serving in such
positions, so long as they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action, they had
no reasonable cause to believe their conduct was unlawful.  With
respect to suits by or in the right of the Company, however, the
power to indemnify does not extend to judgments or settlement
amounts and, unless the court determines that indemnification is
appropriate, indemnification is not available for the benefit of
such persons who are adjudged to be liable to the Company. The
statute also empowers the Company to purchase and maintain
insurance for such persons with respect to liability arising out of
or in connection with their capacity or status with the Company.

     The statute further specifically provides that the indem-
nification authorized thereby shall not be deemed exclusive of any
other rights to which any such officer or Director may be entitled
under any bylaws, agreements, vote of stockholders or disinterested
Directors or otherwise.  Article IX of the Company's Bylaws
provides for the indemnification of Directors, officers and certain
other persons within the limitations of Section 145. 

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.

PAGE
<PAGE>
                   INFORMATION INCORPORATED BY REFERENCE

     There are hereby incorporated by reference in this Prospectus
the following documents and information heretofore filed with the
Securities and Exchange Commission:

     The Company's Annual Report on Form 10-K for the fiscal year
ended October 27, 1995 as filed with the Securities and Exchange
Commission on January 16, 1996.

     The description of the Common Stock contained in the Company's
Registration Statement filed under the Securities Exchange Act of
1934 (the "Exchange Act") registering shares of the Common Stock
under Section 12 of the Exchange Act, including any amendment or
reports filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus 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 Prospectus and to be part
hereof from the date of filing such documents.

PAGE
<PAGE>

                         INFORMATION NOT REQUIRED
                               IN PROSPECTUS

Item Number

3         Incorporation of Documents by Reference.

          The following documents and information heretofore filed
          with the Securities and Exchange Commission are hereby
          incorporated by reference in this Registration Statement:

          The Company's Annual Report on Form 10-K for the fiscal
          year ended October 27, 1995 as filed with the Securities
          and Exchange Commission on January 16, 1996.

          All documents filed by the Company pursuant to Sections
          13(a) or 15(d) of the Securities Exchange Act of 1934
          since the end of the fiscal year covered by the above
          described Annual Report 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 Prospectus and to be
          part hereof from the date of filing such documents.
          
          The description of the Common Stock contained in the
          Company's Registration Statement filed under the Securi-
          ties Exchange Act of 1934 (the "Exchange Act") register-
          ing shares of the Common Stock under Section 12 of the
          Exchange Act, including any amendment or reports filed
          for the purpose of updating such description.

4         Description of Securities.

          Not applicable.


5         Interests of Named Experts and Counsel.

          Not applicable.


6         Indemnification of Directors and Officers.  

          Section 145 of the Delaware General Corporation Law
          empowers the Registrant to indemnify its current and
          former Directors, officers and certain other persons
          against certain expenses incurred by them in connection
          with any suit to which they were, are or are threatened
          to be made parties by reason of their serving in such
<PAGE>
          positions, so long as they acted in good faith and in a
          manner they reasonably believed to be in or not opposed
          to the best interests of the Registrant and, with respect
          to any criminal action, they had no reasonable cause to
          believe their conduct was unlawful.  With respect to
          suits by or in the right of the Registrant, however, the
          power to indemnify does not extend to judgments or
          settlement amounts and, unless the court determines that
          indemnification is appropriate, indemnification is not
          available for the benefit of such persons who are
          adjudged to be liable to the Registrant. The statute also
          empowers the Registrant to purchase and maintain insur-
          ance for such persons with respect to liability arising
          out of or in connection with their capacity or status
          with the Registrant.

          The statute further specifically provides that the
          indemnification authorized thereby shall not be deemed
          exclusive of any other rights to which any such officer
          or Director may be entitled under any bylaws, agreements,
          vote of stockholders or disinterested Directors or
          otherwise.  Article IX of the Registrant's Bylaws
          provides for the indemnification of Directors, officers
          and certain other persons within the limitations of
          Section 145.  In addition, the Option Plans provide for
          indemnification of each member of the Compensation
          Committee by the Company for all expenses arising out of
          any proceeding in which he may be involved by reason of
          his having been a member of the Compensation Committee.

7         Exemption from Registration Claimed.

          Not applicable.


8         Exhibits.
          
          Exhibit
          Number

          5.1       Opinion and Consent of Hewitt & Hewitt, P.C.

          5.2       Opinion and Consent of Hewitt & Hewitt, P.C.

          10.1      Directors' Formula Award Plan.(1)

          10.2      Form of Option Agreement.

          23.1      Consent of KPMG Peat Marwick LLP.

          23.2      Consent of Counsel.  (Reference is made to
                    Exhibit 5.2.)
<PAGE>
          24        Power of Attorney.  (Reference is made to the
                    signature page.)
     
                           

          (1)  Filed as Exhibit 10.48 to Optek Technology, Inc's
               Form 10-K for the fiscal year ended October 25,
               1991 and incorporated herein by reference.        

9         Undertakings.

          The undersigned Registrant hereby undertakes 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;

               (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 Regis-
               tration Statement;

          Provided, however, that paragraphs (i) and (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.

          The undersigned Registrant hereby undertakes that, for
          purposes of determining any liability under the Securi-
          ties 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.

          The undersigned Registrant hereby undertakes 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.
<PAGE>
          The undersigned Registrant hereby undertakes that, for
          purposes of determining any liability under the Securi-
          ties 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 bona fide offering
          thereof.

          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 incorpo-
          rated 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 are 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 specifical-
          ly incorporated by reference in the prospectus to provide
          such interim financial information.

          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 foregoing provisions, 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 regis-
          trant 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.
PAGE
<PAGE>
                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Optek Technology, Inc., a corporation organized and
existing under the laws of the State of Delaware, 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 under-
signed, thereunto duly authorized, in the City of Carrollton, State
of Texas, on this 12th day of December, 1995.

                              OPTEK TECHNOLOGY, INC.



                              By  /s/ Thomas R. Filesi           
                                 Thomas R. Filesi, President
<PAGE>                                <PAGE>

                             POWER OF ATTORNEY

     Each person whose signature appears below hereby constitute
and appoint Thomas R. Filesi, D. Vinson Marley and Christopher M.
Hewitt, and each of them, with full power of substitution and
resubstitution our true and lawful attorney-in-fact and agent, in
any and all capacities, with full power to act alone, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file each such amendment to this
Registration Statement, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorney-in-fact and
agent full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent 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 by the following
persons in the capacities and on the dates indicated.

Signature                Title                    Date
                                                    

/s/ Thomas R. Filesi    Director and President      } 
Thomas R. Filesi        (Chief Executive Officer)   }
                                                    }
                                                    }
/s/ D. Vinson Marley    Vice President - Finance    }
D. Vinson Marley        Treasurer and Assistant     }
                        Secretary                   }  December
                                                    }
/s/ Grant Dove          Director                    }  12, 1995
Grant Dove                                          }
                                                    }
/s/ Rodes Ennis         Director                    }
Rodes Ennis                                         }
                                                    }
/s/ Michael Cahr        Director                    }
Michael Cahr                                        }
                                                    }
/s/ William Daughtrey   Director                    }
William Daughtrey                                   }
                                                    }
/s/ Wayne Stevenson     Director                    }
Wayne Stevenson                                     }
<PAGE>              <PAGE>
                          OPTEK TECHNOLOGY, INC.

                    REGISTRATION STATEMENT ON FORM S-8

                             INDEX TO EXHIBITS


Exhibit                                           Sequentially
Number                        Description         Numbered

5.1       Opinion and Consent of Hewitt & Hewitt, 
          P.C.

5.2       Opinion and Consent of Hewitt & Hewitt, 
          P.C.

10.1      Directors' Formula Award Plan.(1)

10.2      Form of Option Agreement.

23.1      Consent of KPMG Peat Marwick LLP.

23.2      Consent of Counsel.  (Reference is made 
          to Exhibit 5.2.)

24        Power of Attorney.  (Reference is made 
          to the signature page.)
     
                 

(1)  Filed as Exhibit 10.48 to Optek Technology, Inc's Form 10-K
     for the fiscal year ended October 25, 1991 and incorporated
     herein by reference.          
<PAGE>
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As filed with the Securities and Exchange Commission
                            on January 24, 1996

                                   Registration No. 33-         
                                                                 

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                          

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933

                          OPTEK TECHNOLOGY, INC.
                (Exact name of issuer as specified in its charter)

     Delaware                                          75-1962405 
(State of incorporation)                                   (I.R.S. Employer 
                                                         Identification No.)

                           1215 West Crosby Road
                      Carrollton, Texas 75006                    
       (Address, including zip code, of principal executive offices)

                                     
                   Directors' Formula Award Plan                  
                         (Full title of the plan)

                             Thomas R. Filesi
                                 President
                           1215 West Crosby Road
                          Carrollton, Texas 75006
                          (214) 323-2200                          
                 (Name, address, including zip code, and telephone 
                 number, including area code, of agent for service)
                                          

                                 Copy to:

                           Christopher M. Hewitt
                           Hewitt & Hewitt, P.C.
                        3100 Monticello, Suite 770
                            Dallas, Texas 75205

Approximate date of commencement of proposed sales to public:
Sales of the securities registered hereunder will occur from time
to time after the effective date of this Registration Statement.
PAGE
CALCULATION OF REGISTRATION FEE
                                                                 

                              Proposed  Proposed
Title of       Number         Maximum   Maximum
Securities     of Shares      Offering  Aggregate Amount of
to be          to be          Price Per Offering  Registration
Registered     Registered     Share(1)  Price     Fee
                                                                  

Common Stock
$0.01 par 
value          200,000        $0.44-    $1,256,208  $  433.18
                               $8.375             

Common Stock,
$0.01 par 
value(2)       200,000        $8.375    $1,675,000  $  577.59

                                                    $1,010.77
                                                                 

(1)  Estimated solely for the purpose of calculating the registra-
     tion fee.  With respect to Common Stock issuable upon exercise
     of options, the registration fee has been calculated in
     accordance with Rule 457(h).  With respect to Common Stock to
     be reoffered to the public, the registration fee has been
     calculated in accordance with Rule 457(c) on the basis of the
     average of the bid and asked prices of the Company's Common
     Stock as reported on January 23, 1996.

(2)  Shares to be sold pursuant to reoffer prospectus included
     herein.
 PAGE
EXPLANATORY NOTE

     The Prospectus filed as a part of this Registration Statement
has been prepared in accordance with the requirements of Form S-3
pursuant to Instruction C to Form S-8 and may be used for reoffers
or resales of the Company's Common Stock to be acquired by the
persons named therein pursuant to the Directors' Formula Award
Plan.
PAGE
OPTEK TECHNOLOGY, INC.

                                          

                           Cross Reference Sheet
                 Between Items of Form S-3 and Prospectus
                 Pursuant to Rule 501(b) of Regulation S-K

     Registration Statement
     Item and Heading                   Prospectus Heading

1.   Forepart of the Registration
     Statement and Outside Front
     Cover Page of Prospectus....       Cover Page; Cross Refer-
                                        ence Sheet

2.   Inside Front and Outside Back
     Cover Pages of Prospectus...       Cover Page

3.   Summary Information, Risk
     Factors and Ratio of
     Earnings to Fixed Charges...       The Company

4.   Use of Proceeds.............       *

5.   Determination of Offering
     Price ......................       *

6.   Dilution ...................       *

7.   Selling Security Holders....       Cover Page; Selling Stock-
                                        holders

8.   Plan of Distribution .......       Selling Stockholders

9.   Description of Securities
     to be Registered ...........       Incorporation of Documents
                                        by Reference

10.  Interests of Named Experts
     and Counsel.................       *

11.  Material Changes ...........       *
Registration Statement
     Item and Heading                   Prospectus Heading

12.  Incorporation of Certain
     Information by Reference....       Incorporation of Documents
                                        by Reference

13.  Disclosure of Commission
     Position on Indemnification
     for Securities Act
     Liabilities.................       Indemnification of Direc-
                                        tors and Officers

                         

*    Omitted as Inapplicable

PAGE
PROSPECTUS
                              200,000 Shares
                          OPTEK TECHNOLOGY, INC.
                               Common Stock

     This Prospectus relates to 200,000 shares of the Common Stock,
par value $0.01 per share (the "Common Stock"), of Optek Technolo-
gy, Inc. (the "Company"), which may be offered from time to time by
any or all of the Selling Stockholders named herein (the "Selling
Stockholders"). It is anticipated that the Selling Stockholders
will offer shares for sale at prevailing prices in the over-the-
counter market on the date of sale.  The Company will receive no
part of the proceeds of sale made hereunder.  All expenses of
registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred
by an individual Selling Stockholder will be borne by such Selling
Stockholder.

     The Common Stock of the Company is traded on the over-the-
counter market. On January 23, 1996 the closing bid and asked
prices for shares of the Company's Common Stock, as reported by the
primary market maker for the Company's common stock were $8.00 and
$8.75 per share, respectively.

     The Selling Stockholders and any broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), in which event commissions received
by such broker may be deemed to be underwriting commissions under
the Securities Act.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
            THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                    THE CONTRARY IS A CRIMINAL OFFENSE.

      No person is authorized to give any information or to make
any representations, other than those contained in this Prospectus,
in connection with the offering described herein, and, if given or
made, such information or representations must not be relied upon
as having been authorized by the Company or any Selling Stock-
holders.  This Prospectus does not constitute an offer to sell, or
a solicitation of an offer to buy, nor shall there be any sale of
these securities by any person in any jurisdiction in which it is
unlawful for such person to make such offer, solicitation or sale.
Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create an implication that the
information contained herein is correct as of any time subsequent
to the date hereof.

             The date of this Prospectus is January 24, 1996.
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon written or oral request of any such
person, a copy of any and all of the information that has been or
may be incorporated by reference in this Prospectus, other than
exhibits to such documents.  Requests for such copies should be
directed to Optek Technology, Inc., 1215 West Crosby Road,
Carrollton, Texas 75006.  The Company's telephone number at that
location is (214) 323-2200.

     The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission.  Such
reports, proxy statements and other information can be inspected
and copied at the Public Reference Room of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at 219 South Dearborn Street, Chicago, IL 60604;
26 Federal Plaza, New York, NY 10007; and 5757 Wilshire Boulevard,
Los Angeles, CA 90036, and copies of such materials can be obtained
from the Public Reference Section of the Commission, Washington,
D.C. 20549, at prescribed rates.  

     The Company intends to furnish its stockholders with annual
reports containing additional financial statements and a report
thereon by independent certified public accountants.

                                               

                             TABLE OF CONTENTS

                                                  Page

     The Company ...............................  3              

     Selling Stockholders ......................  4 

     Indemnification of Directors and Officers..  5

     Information Incorporated by Reference .....  6  

                                               

PAGE
THE COMPANY

     Optek Technology, Inc. (the "Company") markets, designs and
manufactures sensor products based on either of two technologies:
optoelectronics or magnetic field sensing (Hall Effect).  These
products react to changes in infrared light or magnetic fields
which indicate physical events such as position, speed or rotation
and convert this information into an electrical signal which can
then be communicated to control devices such as microprocessors
capable of processing and responding to that signal.  Because
optoelectronic and magnetic sensors operate without physical
contact, they are capable of more accurate and reliable measurement
and can be used with more sensitive and delicate equipment than
standard mechanical or electromechanical devices. These character-
istics, combined with increased speed, durability and compactness,
have stimulated the substitution of optoelectronic and magnetic
sensors for mechanical and electromechanical processors.

     The Company was incorporated in Texas in October 1979 as
"Crown Semiconductor, Inc." and reincorporated in Delaware in
August 1984, changing its name to "Optek Technology, Inc."  Its
executive offices are located at 1215 West Crosby Road, Carrollton,
Texas 75006, a city immediately north of Dallas.  The Company's
telephone number is (214) 323-2200.
SELLING STOCKHOLDERS

     The following table shows the names and positions with the
Company during the past three years of the Selling Stockholders,
the number of shares of the Company's Common Stock beneficially
owned by each of them as of January 19, 1996 and the number of
shares covered by this Prospectus:

                               Beneficial                Beneficial
                 Position      Ownership    Shares       Ownership
Selling          With          Prior to     Being        After
Shareholder      the Company   Offering    Offered       Offering  (1)

Grant Dove        Chairman of
                  the Board
                  and 
                  Director    208,301       7,000          201,301

Michael Cahr      Director     36,500      14,000           22,500

Rodes Ennis       Director     39,700      14,000           25,700

William H.
Daughtrey         Director     23,500      14,000            9,500

Wayne 
Stevenson         Director     12,750      10,500            1,750

Don Hodges        Former
                  Director      8,500       3,500            5,000

            

(1)   Assumes that all shares offered hereby are sold.

     As of January 19, 1996, the Company had approximately
3,480,366 shares of Common Stock outstanding. 

     The Company has been advised by the Selling Stockholders that
they intend to sell all or a portion of the shares offered hereby
from time to time in the over-the-counter market and that sales
will be made at prices prevailing at the times of such sales.  The
Selling Stockholders may also make private sales directly or
through a broker or brokers.  In connection with any sales, the
Selling Stockholders and any brokers participating in such sales
may be deemed to be underwriters within the meaning of the
Securities Act.

     The Company has informed the Selling Stockholders that the
anti-manipulative Rules 10b-2, 10b-6 and 10b-7 may apply to their
sales in the market and has furnished each Selling Stockholder with
a copy of these Rules and has informed them of the possible need
for delivery of copies of this Prospectus.
In addition, the Company has informed each of the Selling
Stockholders that any Selling Stockholder who is affiliated with
the Company, and any other persons acting in concert with such
Selling Stockholder for the purpose of selling securities of the
Company, may reoffer or resale pursuant to this Prospectus up to,
but no more than, 34,803 shares of the Common Stock during any
three month period.

     There can be no assurance that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered by them
hereunder.

                 INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law empowers
the Company to indemnify its current and former Directors, officers
and certain other persons against certain expenses incurred by them
in connection with any suit to which they were, are or are
threatened to be made parties by reason of their serving in such
positions, so long as they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action, they had
no reasonable cause to believe their conduct was unlawful.  With
respect to suits by or in the right of the Company, however, the
power to indemnify does not extend to judgments or settlement
amounts and, unless the court determines that indemnification is
appropriate, indemnification is not available for the benefit of
such persons who are adjudged to be liable to the Company. The
statute also empowers the Company to purchase and maintain
insurance for such persons with respect to liability arising out of
or in connection with their capacity or status with the Company.

     The statute further specifically provides that the indem-
nification authorized thereby shall not be deemed exclusive of any
other rights to which any such officer or Director may be entitled
under any bylaws, agreements, vote of stockholders or disinterested
Directors or otherwise.  Article IX of the Company's Bylaws
provides for the indemnification of Directors, officers and certain
other persons within the limitations of Section 145. 

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.

PAGE
INFORMATION INCORPORATED BY REFERENCE

     There are hereby incorporated by reference in this Prospectus
the following documents and information heretofore filed with the
Securities and Exchange Commission:

     The Company's Annual Report on Form 10-K for the fiscal year
ended October 27, 1995 as filed with the Securities and Exchange
Commission on January 16, 1996.

     The description of the Common Stock contained in the Company's
Registration Statement filed under the Securities Exchange Act of
1934 (the "Exchange Act") registering shares of the Common Stock
under Section 12 of the Exchange Act, including any amendment or
reports filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus 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 Prospectus and to be part
hereof from the date of filing such documents.

PAGE
INFORMATION NOT REQUIRED
                               IN PROSPECTUS

Item Number

3         Incorporation of Documents by Reference.

          The following documents and information heretofore filed
          with the Securities and Exchange Commission are hereby
          incorporated by reference in this Registration Statement:

          The Company's Annual Report on Form 10-K for the fiscal
          year ended October 27, 1995 as filed with the Securities
          and Exchange Commission on January 16, 1996.

          All documents filed by the Company pursuant to Sections
          13(a) or 15(d) of the Securities Exchange Act of 1934
          since the end of the fiscal year covered by the above
          described Annual Report 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 Prospectus and to be
          part hereof from the date of filing such documents.
          
          The description of the Common Stock contained in the
          Company's Registration Statement filed under the Securi-
          ties Exchange Act of 1934 (the "Exchange Act") register-
          ing shares of the Common Stock under Section 12 of the
          Exchange Act, including any amendment or reports filed
          for the purpose of updating such description.

4         Description of Securities.

          Not applicable.

5         Interests of Named Experts and Counsel.

          Not applicable.

6         Indemnification of Directors and Officers.  

          Section 145 of the Delaware General Corporation Law
          empowers the Registrant to indemnify its current and
          former Directors, officers and certain other persons
          against certain expenses incurred by them in connection
          with any suit to which they were, are or are threatened
          to be made parties by reason of their serving in such
positions, so long as they acted in good faith and in a
          manner they reasonably believed to be in or not opposed
          to the best interests of the Registrant and, with respect
          to any criminal action, they had no reasonable cause to
          believe their conduct was unlawful.  With respect to
          suits by or in the right of the Registrant, however, the
          power to indemnify does not extend to judgments or
          settlement amounts and, unless the court determines that
          indemnification is appropriate, indemnification is not
          available for the benefit of such persons who are
          adjudged to be liable to the Registrant. The statute also
          empowers the Registrant to purchase and maintain insur-
          ance for such persons with respect to liability arising
          out of or in connection with their capacity or status
          with the Registrant.

          The statute further specifically provides that the
          indemnification authorized thereby shall not be deemed
          exclusive of any other rights to which any such officer
          or Director may be entitled under any bylaws, agreements,
          vote of stockholders or disinterested Directors or
          otherwise.  Article IX of the Registrant's Bylaws
          provides for the indemnification of Directors, officers
          and certain other persons within the limitations of
          Section 145.  In addition, the Option Plans provide for
          indemnification of each member of the Compensation
          Committee by the Company for all expenses arising out of
          any proceeding in which he may be involved by reason of
          his having been a member of the Compensation Committee.

7         Exemption from Registration Claimed.

          Not applicable.

8         Exhibits.
          
          Exhibit
          Number

          5.1       Opinion and Consent of Hewitt & Hewitt, P.C.

          5.2       Opinion and Consent of Hewitt & Hewitt, P.C.

          10.1      Directors' Formula Award Plan.(1)

          10.2      Form of Option Agreement.

          23.1      Consent of KPMG Peat Marwick LLP.

          23.2      Consent of Counsel.  (Reference is made to
                    Exhibit 5.2.)
24        Power of Attorney.  (Reference is made to the
                    signature page.)
     
                           

          (1)  Filed as Exhibit 10.48 to Optek Technology, Inc's
               Form 10-K for the fiscal year ended October 25,
               1991 and incorporated herein by reference.        

9         Undertakings.

          The undersigned Registrant hereby undertakes 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;

               (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 Regis-
               tration Statement;

          Provided, however, that paragraphs (i) and (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.

          The undersigned Registrant hereby undertakes that, for
          purposes of determining any liability under the Securi-
          ties 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.

          The undersigned Registrant hereby undertakes 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 Securi-
          ties 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 bona fide offering
          thereof.

          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 incorpo-
          rated 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 are 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 specifical-
          ly incorporated by reference in the prospectus to provide
          such interim financial information.

          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 foregoing provisions, 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 regis-
          trant 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.
PAGE
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Optek Technology, Inc., a corporation organized and
existing under the laws of the State of Delaware, 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 under-
signed, thereunto duly authorized, in the City of Carrollton, State
of Texas, on this 12th day of December, 1995.

                              OPTEK TECHNOLOGY, INC.

                              By  /s/ Thomas R. Filesi           
                                 Thomas R. Filesi, President
POWER OF ATTORNEY

     Each person whose signature appears below hereby constitute
and appoint Thomas R. Filesi, D. Vinson Marley and Christopher M.
Hewitt, and each of them, with full power of substitution and
resubstitution our true and lawful attorney-in-fact and agent, in
any and all capacities, with full power to act alone, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file each such amendment to this
Registration Statement, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorney-in-fact and
agent full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent 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 by the following
persons in the capacities and on the dates indicated.

Signature                Title                    Date
                                                    

/s/ Thomas R. Filesi    Director and President      } 
Thomas R. Filesi        (Chief Executive Officer)   }
                                                    }
                                                    }
/s/ D. Vinson Marley    Vice President - Finance    }
D. Vinson Marley        Treasurer and Assistant     }
                        Secretary                   }  December
                                                    }
/s/ Grant Dove          Director                    }  12, 1995
Grant Dove                                          }
                                                    }
/s/ Rodes Ennis         Director                    }
Rodes Ennis                                         }
                                                    }
/s/ Michael Cahr        Director                    }
Michael Cahr                                        }
                                                    }
/s/ William Daughtrey   Director                    }
William Daughtrey                                   }
                                                    }
/s/ Wayne Stevenson     Director                    }
Wayne Stevenson                                     }
OPTEK TECHNOLOGY, INC.

                    REGISTRATION STATEMENT ON FORM S-8

                             INDEX TO EXHIBITS

Exhibit                                           Sequentially
Number                        Description         Numbered

5.1       Opinion and Consent of Hewitt & Hewitt, 
          P.C.

5.2       Opinion and Consent of Hewitt & Hewitt, 
          P.C.

10.1      Directors' Formula Award Plan.(1)

10.2      Form of Option Agreement.

23.1      Consent of KPMG Peat Marwick LLP.

23.2      Consent of Counsel.  (Reference is made 
          to Exhibit 5.2.)

24        Power of Attorney.  (Reference is made 
          to the signature page.)
     
                 

(1)  Filed as Exhibit 10.48 to Optek Technology, Inc's Form 10-K
     for the fiscal year ended October 25, 1991 and incorporated
     herein by reference.