Registration
                                                               No._________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

                              9275 Sky Park Court
                          San Diego, California 92123
           (Address of Principal Executive Offices including Zip Code)

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

                               Donald M. Roberts
                                General Counsel
                           Maxwell Technologies, Inc.
                              9275 Sky Park Court
                          San Diego, California 92123
                                (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            490,000 shs.     $21.00     $10,290,000     $3,035.55

(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 September 14, 1998. 

<PAGE>
                                   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.Item 3. 	Incorporation of Documents by Reference.

	
         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.
         ------------------------------------------

         The Company is a Delaware corporation.  Article V of the Company's 
Bylaws provides that the Company may indemnify its officers and directors to 
the full extent permitted by law.  Section 145 of the General Corporation Law
of the State of Delaware (the "GCL") provides that a Delaware corporation has
the power to indemnify its officers and directors in certain circumstances.

<PAGE>

         Subsection (a) of Section 145 of the GCL empowers a corporation to 
indemnify any director or officer, or former director or officer, who was or 
is a party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation), 
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action, 
suit or proceeding provided that such director or officer acted in good faith 
and in a manner reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any criminal action or 
proceeding, provided that such director or officer had no cause to believe his 
or her conduct was unlawful.

         Subsection (b) of Section 145 of the GCL empowers a corporation to 
indemnify any director or officer, or former director or officer, who was or 
is a party or is threatened to be made a party to any threatened, pending or 
completed action or suit by or in the right of the corporation to procure a 
judgment in its favor by reason of the fact that such person acted in any of 
the capacities set forth above, against expenses actually and reasonably 
incurred in connection with the defense or settlement of such action or suit 
provided that such director or officer acted in good faith and in a manner 
reasonably believed to be in or not opposed to the best interests of the 
corporation, except that no indemnification may be made in respect of any 
claim, issue or matter as to which such director or officer shall have been 
adjudged to be liable to the corporation unless and only to the extent that 
the Court of Chancery or the court in which such action was brought shall 
determine that despite the adjudication of liability such director or officer
is fairly and reasonably entitled to indemnity for such expenses which the 
court shall deem proper.

         Section 145 of the GCL further provides that to the extent a director 
or officer of a corporation has been successful in the defense of any action, 
suit or proceeding referred to in subsections (a) and (b) or in the defense of
any claim, issue or matter therein, he or she shall be indemnified against 
expenses (including attorneys' fees) actually and reasonably incurred by him 
or her in connection therewith; that indemnification provided for by Section 
145 shall not be deemed exclusive of any other rights to which the indemnified 
party may be entitled; and that the corporation shall have power to purchase 
and maintain insurance on behalf of a director or officer of the corporation 
against any liability asserted against him or her or incurred by him or her 
in any such capacity or arising out of his or her status as such whether or 
not the corporation would have the power to indemnify him or her against such
liabilities under Section 145.


         Article Seventeenth of the Company's Certificate of Incorporation 
currently provides that each director shall not be personally liable to the 
Company or its stockholders for monetary damages for breach of fiduciary duty 
as a director, except for liability (i) for any breach of the director's duty 
of loyalty to the Company or its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or a knowing violation 
of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from 
which the director derived an improper benefit.

         The Company has entered into indemnity agreements with each of its 
directors.  The indemnity agreements generally indemnify such persons against 
liabilities arising out of their service in their capacities as directors, 
officers, employees or agents of the Company.  The Company may from time to 
time enter into indemnity agreements with additional individuals who become 
officers and/or directors of the Company.

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

         Not applicable.

<PAGE>

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

         5.1    Opinion of Donald M. Roberts, General Counsel of Registrant.
	
         23.1   Consent of Ernst & Young LLP, Independent Auditors

         24.1   Powers of Attorney (included on signature page hereto)

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.

<PAGE>

                   (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.

<PAGE>

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 17th day of September, 1998.


                                              MAXWELL TECHNOLOGIES, INC.


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

                               POWERS OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Kenneth F. Potashner and Gary J. 
Davidson, and each of them, his or her true and lawful attorneys-in-fact and 
agents with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any 
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorneys-in-fact and 
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the 
premises, as fully to all intents and purposes as he or she might or could do 
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, 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.



/s/Kenneth F. Potashner   Chairman of the Board,           September 17, 1998
-----------------------   President, Chief Executive 
Kenneth F.  Potashner     Officer and Director



/s/Thomas L. Horgan       Director                         September 17, 1998
-----------------------
Thomas L. Horgan



/s/Lewis J. Colby, Jr.    Director                         September 17, 1998
-----------------------
Lewis J. Colby, Jr.

<PAGE>


/s/Alan C. Kolb           Director                         September 17, 1998
-----------------------
Alan C. Kolb



/s/Karl M. Samuelian      Director                         September 17, 1998
-----------------------
Karl M. Samuelian



/s/Mark Rossi             Director                         September 17, 1998
-----------------------
Mark Rossi



/s/Carlton J. Eibl        Director                         September 17, 1998
-----------------------
Carlton J. Eibl



/s/Gary J. Davidson       Vice President-                  September 17, 1998
-----------------------   Finance and Treasurer
Gary J. Davidson          (Principal Financial and
                          Accounting Officer)


<PAGE>
                             Index of Exhibits
                             -----------------
														
										 			
5.1   Opinion of Donald M. Roberts, General Counsel of Registrant.									

23.1  Consent of Ernst & Young LLP, Independent Auditors

24.1 	Powers of Attorney (included on signature page hereto)
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{"company-data": {"conformed-name": "MAXWELL TECHNOLOGIES INC", "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": "333-63815", "film-number": "98712010"}, "business-address": {"street1": "9275 SKY PARK COURT", "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"}, "former-company": {"former-conformed-name": "MAXWELL LABORATORIES INC /DE/", "date-changed": "19920703"}}
Registration
                                                               No._________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

                              9275 Sky Park Court
                          San Diego, California 92123
           (Address of Principal Executive Offices including Zip Code)

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

                               Donald M. Roberts
                                General Counsel
                           Maxwell Technologies, Inc.
                              9275 Sky Park Court
                          San Diego, California 92123
                                (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            490,000 shs.     $21.00     $10,290,000     $3,035.55

(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 September 14, 1998.
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.Item 3. 	Incorporation of Documents by Reference.

	
         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.
         ------------------------------------------

         The Company is a Delaware corporation.  Article V of the Company's 
Bylaws provides that the Company may indemnify its officers and directors to 
the full extent permitted by law.  Section 145 of the General Corporation Law
of the State of Delaware (the "GCL") provides that a Delaware corporation has
the power to indemnify its officers and directors in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to 
indemnify any director or officer, or former director or officer, who was or 
is a party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation), 
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action, 
suit or proceeding provided that such director or officer acted in good faith 
and in a manner reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any criminal action or 
proceeding, provided that such director or officer had no cause to believe his 
or her conduct was unlawful.

         Subsection (b) of Section 145 of the GCL empowers a corporation to 
indemnify any director or officer, or former director or officer, who was or 
is a party or is threatened to be made a party to any threatened, pending or 
completed action or suit by or in the right of the corporation to procure a 
judgment in its favor by reason of the fact that such person acted in any of 
the capacities set forth above, against expenses actually and reasonably 
incurred in connection with the defense or settlement of such action or suit 
provided that such director or officer acted in good faith and in a manner 
reasonably believed to be in or not opposed to the best interests of the 
corporation, except that no indemnification may be made in respect of any 
claim, issue or matter as to which such director or officer shall have been 
adjudged to be liable to the corporation unless and only to the extent that 
the Court of Chancery or the court in which such action was brought shall 
determine that despite the adjudication of liability such director or officer
is fairly and reasonably entitled to indemnity for such expenses which the 
court shall deem proper.

         Section 145 of the GCL further provides that to the extent a director 
or officer of a corporation has been successful in the defense of any action, 
suit or proceeding referred to in subsections (a) and (b) or in the defense of
any claim, issue or matter therein, he or she shall be indemnified against 
expenses (including attorneys' fees) actually and reasonably incurred by him 
or her in connection therewith; that indemnification provided for by Section 
145 shall not be deemed exclusive of any other rights to which the indemnified 
party may be entitled; and that the corporation shall have power to purchase 
and maintain insurance on behalf of a director or officer of the corporation 
against any liability asserted against him or her or incurred by him or her 
in any such capacity or arising out of his or her status as such whether or 
not the corporation would have the power to indemnify him or her against such
liabilities under Section 145.

         Article Seventeenth of the Company's Certificate of Incorporation 
currently provides that each director shall not be personally liable to the 
Company or its stockholders for monetary damages for breach of fiduciary duty 
as a director, except for liability (i) for any breach of the director's duty 
of loyalty to the Company or its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or a knowing violation 
of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from 
which the director derived an improper benefit.

         The Company has entered into indemnity agreements with each of its 
directors.  The indemnity agreements generally indemnify such persons against 
liabilities arising out of their service in their capacities as directors, 
officers, employees or agents of the Company.  The Company may from time to 
time enter into indemnity agreements with additional individuals who become 
officers and/or directors of the Company.

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

         Not applicable.
Item 8.  Exhibits.
         ---------

         5.1    Opinion of Donald M. Roberts, General Counsel of Registrant.
	
         23.1   Consent of Ernst & Young LLP, Independent Auditors

         24.1   Powers of Attorney (included on signature page hereto)

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 17th day of September, 1998.

                                              MAXWELL TECHNOLOGIES, INC.

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

                               POWERS OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Kenneth F. Potashner and Gary J. 
Davidson, and each of them, his or her true and lawful attorneys-in-fact and 
agents with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any 
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorneys-in-fact and 
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the 
premises, as fully to all intents and purposes as he or she might or could do 
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, 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.

/s/Kenneth F. Potashner   Chairman of the Board,           September 17, 1998
-----------------------   President, Chief Executive 
Kenneth F.  Potashner     Officer and Director

/s/Thomas L. Horgan       Director                         September 17, 1998
-----------------------
Thomas L. Horgan

/s/Lewis J. Colby, Jr.    Director                         September 17, 1998
-----------------------
Lewis J. Colby, Jr.
/s/Alan C. Kolb           Director                         September 17, 1998
-----------------------
Alan C. Kolb

/s/Karl M. Samuelian      Director                         September 17, 1998
-----------------------
Karl M. Samuelian

/s/Mark Rossi             Director                         September 17, 1998
-----------------------
Mark Rossi

/s/Carlton J. Eibl        Director                         September 17, 1998
-----------------------
Carlton J. Eibl

/s/Gary J. Davidson       Vice President-                  September 17, 1998
-----------------------   Finance and Treasurer
Gary J. Davidson          (Principal Financial and
                          Accounting Officer)
Index of Exhibits
                             -----------------
														
										 			
5.1   Opinion of Donald M. Roberts, General Counsel of Registrant.									

23.1  Consent of Ernst & Young LLP, Independent Auditors

24.1 	Powers of Attorney (included on signature page hereto)