<PAGE> 1
As filed with the Securities and Exchange Commission on February 5, 1998
                                                   Registration No. 333-
                                        
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                       
                                _______________
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                       
                                _______________
                             SIGMA CIRCUITS, INC.
            (Exact name of registrant as specified in its charter)
                                       
                               ________________
      Delaware                                        77-0107167
(State of Incorporation)                  (I.R.S. Employer Identification No.)
                               ________________

                               393 Mathew Street
                         Santa Clara, California 95050
                                (408) 727-9169
         (Address and telephone number of principal executive offices)
                               ________________

                  Amended and Restated 1997 Stock Option Plan
                       1994 Employee Stock Purchase Plan
                           (Full title of the plans)
                               ________________

                                B. Kevin Kelly
                     President and Chief Executive Officer
                             Sigma Circuits, Inc.
                               393 Mathew Street
                         Santa Clara, California 95050
                                (408) 727-9169
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                               _______________

                                  Copies to:
                             Mark P. Tanoury, Esq.
                              Cooley Godward llp
                              3000 Sand Hill Road
                             Building 3, Suite 230
                       Menlo Park, California 94025-7116
                                (415) 843-5000
                               ________________
</PAGE>
<PAGE> 2
                      CALCULATION OF REGISTRATION FEE
<TABLE>
                              Proposed       Proposed           
Title of                      Maximum        Maximum      
Securities      Amount to     Offering       Aggregate     Amount of
to be           be            Price Per      Offering      Registration
Registered      Registered    Share (1)      Price (1)     Fee
<C>             <C>           <C>            <C>           <C>
Stock                                                           
Options and 
Common Stock
(par value
$.001)          359,092       $6.00-$7.06    $2,348,714    $693
</TABLE>

(1)  Estimated  solely  for the purpose of calculating the  amount  of  the
     registration  fee pursuant to Rule 457(c).  The price  per  share  and
     aggregate offering price are based upon (a) the actual exercise  price
     for  shares  subject to outstanding stock options  granted  under  the
     Amended  and Restated 1997 Stock Option Plan; (b) the average  of  the
     high and low price of Registrant's Common Stock on January 30, 1998 as
     reported  on  the  NASDAQ National Market System; or  (c)  for  shares
     issuable  under the Company's Employee Stock Purchase Plan  calculated
     on  the  basis  of  85% of the average of the high and  low  price  of
     Registrant's  Common Stock on  January 21, 1998  as  reported  on  the
     NASDAQ National Market System.
<TABLE>
                            Number of     Offering            Aggregate
Securities                  Shares        Price Per Share     Offering Price
<S>                         <C>           <C>                 <C>
Common Stock                                                  
issuable pursuant
to outstanding
options under the
Amended and Restated
Stock Option Plan            96,424       $6.875              $662,915

Common Stock available                     
for grant under the 
Amended and Restated
1997 Stock Option Plan      103,576       $7.06               $731,247   

Common Stock available
for grant under the 
Employee Stock Purchase
Plan                        159,092       $6.00               $954,552
</TABLE>
     Approximate date of commencement of proposed sale to the public:   As
soon as practicable after this Registration Statement becomes effective.

</PAGE>
<PAGE> 3
            INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
                                   
     The contents of Registration Statements on Form S-8 No. 33-81506
and No, 33-29041 filed with the Securities and Exchange Commission on
July 15, 1994 and June 11, 1997, respectively, are incorporated by
reference herein.

                               EXHIBITS
<TABLE>
Exhibit
Number
<C>    <S>    
5.1    Opinion of Cooley Godward LLP.
          
23.1   Consent of Deloitte & Touche LLP.
          
23.2   Consent  of  Cooley  Godward  LLP is  contained in  Exhibit 5.1 to  this
       Registration Statement.
          
24.1   Power of Attorney.  Reference is made to the signature page.
          
99.1   Amended and Restated 1997 Stock Option Plan.
          
99.2   1994 Employee Stock Purchase Plan, as amended as of December 16th, 1997.
</TABLE>
</PAGE>
<PAGE> 4
                              SIGNATURES
                                   
      Pursuant to the requirements of the Securities Act of  1933,  as
amended,  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
Santa Clara, State of California, on February 4, 1998.

                         SIGMA CIRCUITS, INC.
                                   
                           By:   /s/ B. Kevin Kelly
                           B. Kevin Kelly, President and Chief
Executive Officer

                           POWER OF ATTORNEY
                                   
      KNOW  ALL  PERSONS  BY THESE PRESENTS, that  each  person  whose
signature  appears below constitutes and appoints B. Kevin  Kelly  and
Philip  S. Bushnell, and each or any one of them, his true and  lawful
attorney-in-fact  and  agent,  with full  power  of  substitution  and
resubstitution, for him and in his name, place and stead, in  any  and
all  capacities,  to  sign  any  and all amendments  (including  post-
effective amendments) to this Registration Statement, and to file  the
same,  with  all exhibits thereto, and other documents  in  connection
therewith, with the Securities and Exchange Commission, 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 and
necessary to be done in connection therewith, as fully to all  intents
and  purposes as he 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 substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature                Title                          Date
<S>                      <C>                            <C>
/s/ B. Kevin Kelly       President and Chief            February 4, 1998
B. Kevin Kelly           Executive Officer        


/s/ Philip S. Bushnell   Chief Financial Officer,       February 4, 1998
Philip S. Bushnell       Senior Vice President
                         Finance and Administration,
                         Secretary and Director 
                         (Principal Financial and
                         Accounting Officer)             
                                                         
/s/ Robert P. Cummins    Chairman of the Board          February 4, 1998
Robert P. Cummins


/s/ Carl Brockl          Director                       February 4, 1998
Carl Brockl                                             
                                                        
                                                        
/s/ William W. Boyle     Director                       February 4, 1998
William W. Boyle                                  
</PAGE>
<PAGE> 5
                             EXHIBIT INDEX

</TABLE>
<TABLE>
Exhibit                                                     Sequential
Number       Description                                    Page Number
<S>          <C>                                            <C>
 5.1         Opinion of Cooley Godward LLP.              
23.1         Consent of Deloitte & Touche LLP.           
23.2         Consent of Cooley Godward LLP is contained 
             in Exhibit 5.1 to this Registration Statement.
24.1         Power of Attorney.  Reference is made to the 
             signature page.
99.1         Amended and Restated 1997 Stock Option Plan.
99.2         1994 Employee Stock Purchase Plan, as amended.
</TABLE>
</PAGE>
<PAGE> 6
                                                         Exhibit 23.1

                  CONSENT OF INDEPENDENT ACCOUNTANTS
                                   
We  consent  to  the  incorporation by reference in this  Registration
Statement  of  Sigma Circuits, Inc. on Form S-8 of our report  on  the
financial  statements of Sigma Circuits, Inc. for the year ended  June
30,  1997 and 1996 appearing in the Registrant's annual report on Form
10-K  for the year ended June 30, 1997, filed pursuant to the Exchange
Act.



/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
San Jose, California
February 4, 1998
</PAGE>
<PAGE> 7
                                                                   Exhibit 5.1
                        [Cooley Letterhead]
                                
                                
                                ATTORNEYS AT LAW             San Francisco, CA
                                                             415 693-2000
                                3000 Sand Hill Road          Palo Alto, CA
                                Building 3, Suite 230        415 843-5000
                                Menlo Park, CA               San Diego, CA
                                94025-7116                   619 550-6000
                                Main 415 843-5000            Boulder, CO
                                Fax  415 854-2691            303 546-4000
                                WEB http:www.cooley.com      Denver, CO
                                                             303 606-4800
February 4, 1998
                                
Sigma Circuits, Inc.
393 Mathew Street
Santa Clara, CA  95050
                               
Re:  Sigma Circuits, Inc.
                                
Ladies and Gentlemen:
                                
You have requested our opinion with respect to certain matters in
connection  with  the  filing  by  Sigma  Circuits,   Inc.   (the
"Company")  of  a  Registration  Statement  on  Form   S-8   (the
"Registration  Statement")  with  the  Securities  and   Exchange
Commission covering the offering of up to 359,092 shares  of  the
Company's Common Stock, $.001 par value, (the "Shares")  pursuant
to  its  Amended  and  Restated 1997 Stock Option  Plan  and  the
Employee Stock Purchase Plan (the "Plans").

In   connection   with  this  opinion,  we  have   examined   the
Registration  Statement and related Prospectus, your  Certificate
of   Incorporation  and  By-laws,  as  amended,  and  such  other
documents, records, certificates, memoranda and other instruments
as  we  deem  necessary  as a basis for this  opinion.   We  have
assumed   the  genuineness  and  authenticity  of  all  documents
submitted to us as originals, the conformity to originals of  all
documents  submitted  to  us  as  copies  thereof,  and  the  due
execution  and delivery of all documents where due execution  and
delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of
the  opinion that the Shares, when sold and issued in  accordance
with   the   Plans,  the  Registration  Statement   and   related
Prospectuses,   will   be  validly  issued,   fully   paid,   and
nonassessable  (except as to shares issued  pursuant  to  certain
deferred  payment  arrangements, which will  be  fully  paid  and
nonassessable when such deferred payments are made in full).

We  consent  to the filing of this opinion as an exhibit  to  the
Registration Statement.

Very truly yours,

COOLEY GODWARD LLP



By:  /s/ Mark P. Tanoury
     Mark P. Tanoury
</PAGE>
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1
As filed with the Securities and Exchange Commission on February 5, 1998
                                                   Registration No. 333-
                                        
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                       
                                _______________
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                       
                                _______________
                             SIGMA CIRCUITS, INC.
            (Exact name of registrant as specified in its charter)
                                       
                               ________________
      Delaware                                        77-0107167
(State of Incorporation)                  (I.R.S. Employer Identification No.)
                               ________________

                               393 Mathew Street
                         Santa Clara, California 95050
                                (408) 727-9169
         (Address and telephone number of principal executive offices)
                               ________________

                  Amended and Restated 1997 Stock Option Plan
                       1994 Employee Stock Purchase Plan
                           (Full title of the plans)
                               ________________

                                B. Kevin Kelly
                     President and Chief Executive Officer
                             Sigma Circuits, Inc.
                               393 Mathew Street
                         Santa Clara, California 95050
                                (408) 727-9169
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                               _______________

                                  Copies to:
                             Mark P. Tanoury, Esq.
                              Cooley Godward llp
                              3000 Sand Hill Road
                             Building 3, Suite 230
                       Menlo Park, California 94025-7116
                                (415) 843-5000
                               ________________
2
                      CALCULATION OF REGISTRATION FEE

                              Proposed       Proposed           
Title of                      Maximum        Maximum      
Securities      Amount to     Offering       Aggregate     Amount of
to be           be            Price Per      Offering      Registration
Registered      Registered    Share (1)      Price (1)     Fee
Stock                                                           
Options and 
Common Stock
(par value
$.001)          359,092       $6.00-$7.06    $2,348,714    $693
(1)  Estimated  solely  for the purpose of calculating the  amount  of  the
     registration  fee pursuant to Rule 457(c).  The price  per  share  and
     aggregate offering price are based upon (a) the actual exercise  price
     for  shares  subject to outstanding stock options  granted  under  the
     Amended  and Restated 1997 Stock Option Plan; (b) the average  of  the
     high and low price of Registrant's Common Stock on January 30, 1998 as
     reported  on  the  NASDAQ National Market System; or  (c)  for  shares
     issuable  under the Company's Employee Stock Purchase Plan  calculated
     on  the  basis  of  85% of the average of the high and  low  price  of
     Registrant's  Common Stock on  January 21, 1998  as  reported  on  the
     NASDAQ National Market System.

                            Number of     Offering            Aggregate
Securities                  Shares        Price Per Share     Offering Price
Common Stock                                                  
issuable pursuant
to outstanding
options under the
Amended and Restated
Stock Option Plan            96,424       $6.875              $662,915

Common Stock available                     
for grant under the 
Amended and Restated
1997 Stock Option Plan      103,576       $7.06               $731,247   

Common Stock available
for grant under the 
Employee Stock Purchase
Plan                        159,092       $6.00               $954,552
Approximate date of commencement of proposed sale to the public:   As
soon as practicable after this Registration Statement becomes effective.
3
            INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
                                   
     The contents of Registration Statements on Form S-8 No. 33-81506
and No, 33-29041 filed with the Securities and Exchange Commission on
July 15, 1994 and June 11, 1997, respectively, are incorporated by
reference herein.

                               EXHIBITS

Exhibit
Number
5.1    Opinion of Cooley Godward LLP.
          
23.1   Consent of Deloitte & Touche LLP.
          
23.2   Consent  of  Cooley  Godward  LLP is  contained in  Exhibit 5.1 to  this
       Registration Statement.
          
24.1   Power of Attorney.  Reference is made to the signature page.
          
99.1   Amended and Restated 1997 Stock Option Plan.
          
99.2   1994 Employee Stock Purchase Plan, as amended as of December 16th, 1997.
4
                              SIGNATURES
                                   
      Pursuant to the requirements of the Securities Act of  1933,  as
amended,  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
Santa Clara, State of California, on February 4, 1998.

                         SIGMA CIRCUITS, INC.
                                   
                           By:   /s/ B. Kevin Kelly
                           B. Kevin Kelly, President and Chief
Executive Officer

                           POWER OF ATTORNEY
                                   
      KNOW  ALL  PERSONS  BY THESE PRESENTS, that  each  person  whose
signature  appears below constitutes and appoints B. Kevin  Kelly  and
Philip  S. Bushnell, and each or any one of them, his true and  lawful
attorney-in-fact  and  agent,  with full  power  of  substitution  and
resubstitution, for him and in his name, place and stead, in  any  and
all  capacities,  to  sign  any  and all amendments  (including  post-
effective amendments) to this Registration Statement, and to file  the
same,  with  all exhibits thereto, and other documents  in  connection
therewith, with the Securities and Exchange Commission, 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 and
necessary to be done in connection therewith, as fully to all  intents
and  purposes as he 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 substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                Title                          Date
/s/ B. Kevin Kelly       President and Chief            February 4, 1998
B. Kevin Kelly           Executive Officer        

/s/ Philip S. Bushnell   Chief Financial Officer,       February 4, 1998
Philip S. Bushnell       Senior Vice President
                         Finance and Administration,
                         Secretary and Director 
                         (Principal Financial and
                         Accounting Officer)             
                                                         
/s/ Robert P. Cummins    Chairman of the Board          February 4, 1998
Robert P. Cummins

/s/ Carl Brockl          Director                       February 4, 1998
Carl Brockl                                             
                                                        
                                                        
/s/ William W. Boyle     Director                       February 4, 1998
William W. Boyle
5
                             EXHIBIT INDEX
Exhibit                                                     Sequential
Number       Description                                    Page Number
5.1         Opinion of Cooley Godward LLP.              
23.1         Consent of Deloitte & Touche LLP.           
23.2         Consent of Cooley Godward LLP is contained 
             in Exhibit 5.1 to this Registration Statement.
24.1         Power of Attorney.  Reference is made to the 
             signature page.
99.1         Amended and Restated 1997 Stock Option Plan.
99.2         1994 Employee Stock Purchase Plan, as amended.
6
                                                         Exhibit 23.1

                  CONSENT OF INDEPENDENT ACCOUNTANTS
                                   
We  consent  to  the  incorporation by reference in this  Registration
Statement  of  Sigma Circuits, Inc. on Form S-8 of our report  on  the
financial  statements of Sigma Circuits, Inc. for the year ended  June
30,  1997 and 1996 appearing in the Registrant's annual report on Form
10-K  for the year ended June 30, 1997, filed pursuant to the Exchange
Act.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
San Jose, California
February 4, 1998
7
                                                                   Exhibit 5.1
                        [Cooley Letterhead]
                                
                                
                                ATTORNEYS AT LAW             San Francisco, CA
                                                             415 693-2000
                                3000 Sand Hill Road          Palo Alto, CA
                                Building 3, Suite 230        415 843-5000
                                Menlo Park, CA               San Diego, CA
                                94025-7116                   619 550-6000
                                Main 415 843-5000            Boulder, CO
                                Fax  415 854-2691            303 546-4000
                                WEB http:www.cooley.com      Denver, CO
                                                             303 606-4800
February 4, 1998
                                
Sigma Circuits, Inc.
393 Mathew Street
Santa Clara, CA  95050
                               
Re:  Sigma Circuits, Inc.
                                
Ladies and Gentlemen:
                                
You have requested our opinion with respect to certain matters in
connection  with  the  filing  by  Sigma  Circuits,   Inc.   (the
"Company")  of  a  Registration  Statement  on  Form   S-8   (the
"Registration  Statement")  with  the  Securities  and   Exchange
Commission covering the offering of up to 359,092 shares  of  the
Company's Common Stock, $.001 par value, (the "Shares")  pursuant
to  its  Amended  and  Restated 1997 Stock Option  Plan  and  the
Employee Stock Purchase Plan (the "Plans").

In   connection   with  this  opinion,  we  have   examined   the
Registration  Statement and related Prospectus, your  Certificate
of   Incorporation  and  By-laws,  as  amended,  and  such  other
documents, records, certificates, memoranda and other instruments
as  we  deem  necessary  as a basis for this  opinion.   We  have
assumed   the  genuineness  and  authenticity  of  all  documents
submitted to us as originals, the conformity to originals of  all
documents  submitted  to  us  as  copies  thereof,  and  the  due
execution  and delivery of all documents where due execution  and
delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of
the  opinion that the Shares, when sold and issued in  accordance
with   the   Plans,  the  Registration  Statement   and   related
Prospectuses,   will   be  validly  issued,   fully   paid,   and
nonassessable  (except as to shares issued  pursuant  to  certain
deferred  payment  arrangements, which will  be  fully  paid  and
nonassessable when such deferred payments are made in full).

We  consent  to the filing of this opinion as an exhibit  to  the
Registration Statement.

Very truly yours,

COOLEY GODWARD LLP

By:  /s/ Mark P. Tanoury
     Mark P. Tanoury