As Filed with the Securities and Exchange Commission on November 6, 1996
                                          Registration No. 33-________


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                       __________________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                       __________________
                                
                         AMPLICON, INC.
     (Exact name of Registrant as specified in its charter)
            California                         95-3162444
         (State or other                        (I.R.S.
         jurisdiction of                        Employer
         incorporation or                    Identification
          organization)                           No.)
                       __________________
                                
                5 Hutton Centre Drive, Suite 500
                   Santa Ana, California 92707
   (Address of Principal Executive Offices including Zip Code)

               THE 1995 EQUITY PARTICIPATION PLAN
                        OF AMPLICON, INC.
                    (Full title of the plan)
                       __________________
                                
     GLEN T. TSUMA                              Copy to:
    Chief Operating                       ALAN W. PETTIS, ESQ.
       Officer,                             LATHAM & WATKINS
Secretary and Director                   650 Town Center Drive,
    AMPLICON, INC.                           Twentieth Floor
5 Hutton Centre Drive,                   Costa Mesa, California
       Suite 500                                  92626
 Santa Ana, California                       (714) 540-1235
         92707
    (714) 751-7551
      (Name and address, including zip code, and telephone
       number, including area code, of agent for service)
                       __________________
                                
                                
                CALCULATION OF REGISTRATION FEE
                             Proposed     Proposed         
    Title of       Amount     Maximum      Maximum    Amount of
Securities to be   to be     Offering     Aggregate  Registration
   Registered     Registered Price Per    Offering       Fee
                             Share (1)    Price (1)
Common Stock      500,000     $21.00     $10,500,000    $3,182

(1)    Estimated solely for the purpose of calculating the
       registration fee pursuant to Rule 457(h).  The Proposed
       Maximum Aggregate Offering Price Per Share is the last sale
       price of the Common Stock in the over-the-counter market, as
       reported on the Nasdaq National Market, on October 31, 1996.



 Proposed sale to take place as soon after the effective date of
                        the Registration
 Statement as options granted under the 1995 Plan are exercised.

                            Total Pages 8
                        Exhibit Index on Page 6
<PAGE>

                             PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
     The  information  called for in Part I of Form  S-8  is  not
being  filed  with or included in this Form S-8 (by incorporation
by  reference  or  otherwise) in accordance with  the  rules  and
regulations  of  the  Securities  and  Exchange  Commission  (the
"Commission").

                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.   Incorporation of Documents by Reference

     The  following  documents  filed  with  the  Commission  are
incorporated herein by reference:

          (a)  Annual Report on Form 10-K for the fiscal year
     ended June 30, 1996, filed by Amplicon, Inc. (the "Company")
     with the Commission.
     
          (b)  Quarterly Report on Form 10-Q for the fiscal
     quarter ended September 30, 1996, filed by the Company with
     the Commission.
     
          (c)  The description of the Common Stock contained in
     the Form S-1 Registration Statement (File No. 33-09094)
     dated September 28, 1986, including any subsequently filed
     amendments and reports updating such description.
     
     In  addition  to  the  foregoing  documents,  all  documents
subsequently  filed  by the Company pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the Securities Exchange Act of  1934,  as
amended  (the  "Exchange Act"), prior to the filing  of  a  post-
effective  amendment which indicates that all securities  offered
hereby  have  been sold or which deregisters all securities  then
remaining unsold, shall be deemed to be incorporated by reference
herein  and  to be a part hereof from the date of the  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's Articles of Incorporation contain a provision
which  eliminates the liability of directors for monetary damages
to  the  fullest  extent permissible under California  law.   The
General  Corporation Law of California (the "Law") (i) eliminates
the  liability  of directors for monetary damages  in
                              2
<PAGE>
an  action brought by a shareholder in the right of the Company
(referred to herein as a "derivative action") or by the Company
for breach of a director's duties to the Company and its
shareholders and (ii) authorizes  the Company to indemnify directors
and officers for monetary damages for all acts or omissions
committed by them in their respective capacities; provided, however,
that liability is not limited nor may indemnification be provided
for (a) acts or omissions that involve intentional misconduct or
knowing and culpable violation of law, (b) acts or omissions that a
director or officer believes to be contrary to the best interests of
the Company or its shareholders or that involve the absence of good
faith   on   the   part  of  the  director  or  officer   seeking
indemnification, (c) for any transaction from which a director or
officer  derives  an  improper  personal  benefit,  (d)  acts  or
omissions  that show a reckless disregard for the  director's  or
officer's   duty   to   the  Company  or  its   shareholders   in
circumstances in which such person was aware, or should have been
aware, in the ordinary course of performing his or her duties, of
a  risk of serious injury to the Company or its shareholders, (e)
acts  or  omissions  that  constitute  an  unexcused  pattern  of
inattention  that amounts to an abdication of the  director's  or
officer's  duty  to  the  Company or its  shareholders,  and  (f)
liabilities  arising  under Section 310  (contracts  in  which  a
director  has  material  financial  interest)  and  316  (certain
unlawful dividends, distributions, loans and guarantees)  of  the
Law.   In  addition the Company may not indemnify  directors  and
officers  in circumstances in which indemnification is  expressly
prohibited by Section 317 of the Law.

     The  Bylaws  of  the  Company provide  that  protection  for
directors  and  officers must be provided to the  fullest  extent
permitted   by   the   Law.   The  Company   has   entered   into
indemnification agreements with its directors and officers  which
require that the Company indemnify such directors and officers in
all   cases   to  the  fullest  extent  permitted  by  applicable
provisions of the Law.

     The  Company has purchased insurance policies which pay,  on
behalf of any of its directors or officers, any loss arising  out
of  any claim or claims made against him or her by reason of  any
wrongful act taken, omitted or attempted by him or her, in his or
her   capacity  as  such,  including,  among  other  things,  any
misleading  statement  or omission or any  other  matter  claimed
against  him  or  her  solely by reason of being  a  director  or
officer.

Item 7.   Exemption From Registration Claimed

          Not applicable.

Item 8.   Exhibits

          See Index to Exhibits on page 6.

Item 9.   Undertakings

     (a)  The Company 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, as amended (the
     "Securities Act");
     
               (ii) to reflect in the prospectus any facts or
     events arising after the effective date of this registration
     statement (or the most recent post-effective amendment
     thereof) which,
                                3
<PAGE>

     individually or in the aggregate, represent
     a fundamental change in the information set forth in this
     registration statement;
     
               (iii)     to include any material information with
     respect to the plan of distribution not previously disclosed
     in this registration statement or any material change to
     such information in this registration statement;
     
provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not  apply if the information required to be included in a  post-
effective amendment by those paragraphs is contained in  periodic
reports  filed by the Company pursuant to Section 13  or  Section
15(d)  of the Exchange Act that are incorporated by reference  in
this registration statement.

          (2)  That, for the purpose of determining any liability
under  the  Securities  Act, 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 termination of the offering.

     (b)   The  Company hereby undertakes that, for  purposes  of
determining  any liability under the Securities Act, each  filing
of  the  Company's  annual report pursuant to  Section  13(a)  or
Section  15(d)  of the Exchange Act (and, where applicable,  each
filing  of  an employee benefit plan's annual report pursuant  to
Section  15(d)  of  the  Exchange Act) that  is  incorporated  by
reference in this 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.

     (c)   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,  or otherwise, the Company has been advised  that  in
the  opinion  of the Commission such indemnification  is  against
public  policy  as  expressed  in  the  Securities  Act  and  is,
therefore, unenforceable.  In the event that a claim for expenses
incurred or paid by a director, officer or controlling person  of
the  Company  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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
                                4
<PAGE>
     
     
                           SIGNATURES
                                
     Pursuant  to  the  requirements of the Securities  Act,  the
Company 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  Ana, State of California, on this 1st day of November,
1996.

                                AMPLICON, INC.,
                                a California corporation
                                
                                
                                By:     Glen T. Tsuma/s/
                                        Glen T. Tsuma
                                Chief Operating Officer, Secretary
                                        and Director

                        POWER OF ATTORNEY
                                
     Each  person whose signature appears below hereby authorizes
and  appoints  Patrick E. Paddon, Glen T.  Tsuma  and  S.  Leslie
Jewett, as attorneys-in-fact and agents, each acting alone,  with
full  powers  of  substitution to sign  on  his  or  her  behalf,
individually and in the capacities stated below, and to file  any
and  all amendments, including post-effective amendments, to this
registration   statement  and  other  documents   in   connection
therewith,  with  the Commission, granting to said  attorneys-in-
fact and agents full power and authority to perform any other act
on behalf of the undersigned required to be done in the premises.

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

Signature             Title                       Date
                                                  
Patrick E. Paddon/s/  Chief Executive Officer,    October 30, 1996
Patrick E. Paddon     President and Director      
                                                  
Glen T. Tsuma/s/      Chief Operating Officer,    October 30, 1996
Glen T. Tsuma         Secretary and Director      
                                                  
S. Leslie Jewett/s/   Chief Financial Officer     October 30, 1996
S. Leslie Jewett      (principal financial and    
                      accounting officer)
                                                  
Michael H. Lowry/s/   Director                    October 31, 1996
Michael H. Lowry                                  
                                                  
Harris Ravine/s/      Director                    October 31, 1996
Harris Ravine
                                 5
<PAGE>                                     
                        INDEX TO EXHIBITS
                                
EXHIBIT                                                      PAGE
  
                                                              
 4.1    The 1995 Equity Participation Plan of Amplicon,     N/A
        Inc.  Incorporated by reference to Appendix 1 to
        the Company's Proxy Statement for the Annual
        Meeting of Shareholders on November 10, 1995.

                                                              
 4.3    Articles of Incorporation, as amended.              N/A
        Incorporated herein by reference to Exhibit 3.1
        to the Company's Registration Statement on Form S-
        1 (File No. 33-09094) dated September 28, 1986
        and to Exhibit 3.2 to the Company's Annual Report
        on Form 10-K for the fiscal year ended June 30,
        1988.
                                                              
 4.4    By-Laws, as amended.  Incorporated herein by        N/A
        reference to Exhibit 3.3 to the Company's
        Registration Statement on Form S-1 (File No. 33-
        09094) dated September 28, 1986 and to Exhibit
        3.4 to the Company's Annual Report on Form 10-K
        for the fiscal year ended June 30, 1988.
                                                              
 5.1    Opinion of Neil G. Kenduck                           7
                                                              
 23.1   Consent of  Neil G. Kenduck (included in Exhibit    N/A
        5.1).
                                                              
 23.2   Consent of Arthur Andersen.                          8
                                                              
  24    Power of Attorney (included on the signature page   N/A
        to this Registration Statement).

                               6
<PAGE>                                




November 1, 1996



Amplicon, Inc.
5 Hutton Centre Drive, Suite 500
Santa Ana, California 92707

Re:  Registration Statement on Form S-8

Gentlemen:

     At  your request, I have examined the Registration Statement
on  Form S-8 (the "Registration Statement") of Amplicon, Inc.,  a
California  corporation  (the "Company"),  to  be  filed  by  the
Company with the Securities and Exchange Commission in connection
with  the  registration  under the Securities  Act  of  1933,  as
amended, of an aggregate of 500,000 shares (the "Shares") of  the
Company's  Common  Stock,  par value  0.01  per  share,  issuable
pursuant to The 1995 Equity Participation Plan of Amplicon, Inc.

     I  have  examined the proceedings taken or  proposed  to  be
taken in connection with the authorization, issuance and sale  of
the  Shares.  It is my opinion that the Shares, when  issued  and
sold   by  the  Company  in  the  manner  provided  for  in   the
Registration  Statement, will be legally issued, fully  paid  and
non-assessable.   I consent to the use of this opinion  as  an
exhibit to the Registration Statement.

                         Respectfully submitted,
                         
                         
                         
                         Neil G. Kenduck/s/
                         General Counsel

                            7
<PAGE>





               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 7, 1996
included in Amplicon, Inc.'s Form 10-K for the year ended June 30, 1996 and
to all references to our Firm included in this registration statement.



                                      ARTHUR ANDERSEN LLP /S/
                                      ARTHUR ANDERSEN LLP

Orange County, California
November 4, 1996

                                     8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19277}]
{"company-data": {"conformed-name": "AMPLICON INC", "cik": "0000803016", "assigned-sic": "7377", "irs-number": "953162444", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15683", "film-number": "96655566"}, "business-address": {"street1": "5 HUTTON CENTRE DR STE 500", "city": "SANTA ANA", "state": "CA", "zip": "92707", "phone": "7147517551"}, "mail-address": {"street1": "5 HUTTON CENTER DRIVE", "street2": "SUITE 500", "city": "SANTA ANA", "state": "CA", "zip": "92707"}}
As Filed with the Securities and Exchange Commission on November 6, 1996
                                          Registration No. 33-________

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                       __________________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                       __________________
                                
                         AMPLICON, INC.
     (Exact name of Registrant as specified in its charter)
            California                         95-3162444
         (State or other                        (I.R.S.
         jurisdiction of                        Employer
         incorporation or                    Identification
          organization)                           No.)
                       __________________
                                
                5 Hutton Centre Drive, Suite 500
                   Santa Ana, California 92707
   (Address of Principal Executive Offices including Zip Code)

               THE 1995 EQUITY PARTICIPATION PLAN
                        OF AMPLICON, INC.
                    (Full title of the plan)
                       __________________
                                
     GLEN T. TSUMA                              Copy to:
    Chief Operating                       ALAN W. PETTIS, ESQ.
       Officer,                             LATHAM & WATKINS
Secretary and Director                   650 Town Center Drive,
    AMPLICON, INC.                           Twentieth Floor
5 Hutton Centre Drive,                   Costa Mesa, California
       Suite 500                                  92626
 Santa Ana, California                       (714) 540-1235
         92707
    (714) 751-7551
      (Name and address, including zip code, and telephone
       number, including area code, of agent for service)
                       __________________
                                
                                
                CALCULATION OF REGISTRATION FEE
                             Proposed     Proposed         
    Title of       Amount     Maximum      Maximum    Amount of
Securities to be   to be     Offering     Aggregate  Registration
   Registered     Registered Price Per    Offering       Fee
                             Share (1)    Price (1)
Common Stock      500,000     $21.00     $10,500,000    $3,182

(1)    Estimated solely for the purpose of calculating the
       registration fee pursuant to Rule 457(h).  The Proposed
       Maximum Aggregate Offering Price Per Share is the last sale
       price of the Common Stock in the over-the-counter market, as
       reported on the Nasdaq National Market, on October 31, 1996.

 Proposed sale to take place as soon after the effective date of
                        the Registration
 Statement as options granted under the 1995 Plan are exercised.

                            Total Pages 8
                        Exhibit Index on Page 6
PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
     The  information  called for in Part I of Form  S-8  is  not
being  filed  with or included in this Form S-8 (by incorporation
by  reference  or  otherwise) in accordance with  the  rules  and
regulations  of  the  Securities  and  Exchange  Commission  (the
"Commission").

                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.   Incorporation of Documents by Reference

     The  following  documents  filed  with  the  Commission  are
incorporated herein by reference:

          (a)  Annual Report on Form 10-K for the fiscal year
     ended June 30, 1996, filed by Amplicon, Inc. (the "Company")
     with the Commission.
     
          (b)  Quarterly Report on Form 10-Q for the fiscal
     quarter ended September 30, 1996, filed by the Company with
     the Commission.
     
          (c)  The description of the Common Stock contained in
     the Form S-1 Registration Statement (File No. 33-09094)
     dated September 28, 1986, including any subsequently filed
     amendments and reports updating such description.
     
     In  addition  to  the  foregoing  documents,  all  documents
subsequently  filed  by the Company pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the Securities Exchange Act of  1934,  as
amended  (the  "Exchange Act"), prior to the filing  of  a  post-
effective  amendment which indicates that all securities  offered
hereby  have  been sold or which deregisters all securities  then
remaining unsold, shall be deemed to be incorporated by reference
herein  and  to be a part hereof from the date of the  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's Articles of Incorporation contain a provision
which  eliminates the liability of directors for monetary damages
to  the  fullest  extent permissible under California  law.   The
General  Corporation Law of California (the "Law") (i) eliminates
the  liability  of directors for monetary damages  in
                              2
an  action brought by a shareholder in the right of the Company
(referred to herein as a "derivative action") or by the Company
for breach of a director's duties to the Company and its
shareholders and (ii) authorizes  the Company to indemnify directors
and officers for monetary damages for all acts or omissions
committed by them in their respective capacities; provided, however,
that liability is not limited nor may indemnification be provided
for (a) acts or omissions that involve intentional misconduct or
knowing and culpable violation of law, (b) acts or omissions that a
director or officer believes to be contrary to the best interests of
the Company or its shareholders or that involve the absence of good
faith   on   the   part  of  the  director  or  officer   seeking
indemnification, (c) for any transaction from which a director or
officer  derives  an  improper  personal  benefit,  (d)  acts  or
omissions  that show a reckless disregard for the  director's  or
officer's   duty   to   the  Company  or  its   shareholders   in
circumstances in which such person was aware, or should have been
aware, in the ordinary course of performing his or her duties, of
a  risk of serious injury to the Company or its shareholders, (e)
acts  or  omissions  that  constitute  an  unexcused  pattern  of
inattention  that amounts to an abdication of the  director's  or
officer's  duty  to  the  Company or its  shareholders,  and  (f)
liabilities  arising  under Section 310  (contracts  in  which  a
director  has  material  financial  interest)  and  316  (certain
unlawful dividends, distributions, loans and guarantees)  of  the
Law.   In  addition the Company may not indemnify  directors  and
officers  in circumstances in which indemnification is  expressly
prohibited by Section 317 of the Law.

     The  Bylaws  of  the  Company provide  that  protection  for
directors  and  officers must be provided to the  fullest  extent
permitted   by   the   Law.   The  Company   has   entered   into
indemnification agreements with its directors and officers  which
require that the Company indemnify such directors and officers in
all   cases   to  the  fullest  extent  permitted  by  applicable
provisions of the Law.

     The  Company has purchased insurance policies which pay,  on
behalf of any of its directors or officers, any loss arising  out
of  any claim or claims made against him or her by reason of  any
wrongful act taken, omitted or attempted by him or her, in his or
her   capacity  as  such,  including,  among  other  things,  any
misleading  statement  or omission or any  other  matter  claimed
against  him  or  her  solely by reason of being  a  director  or
officer.

Item 7.   Exemption From Registration Claimed

          Not applicable.

Item 8.   Exhibits

          See Index to Exhibits on page 6.

Item 9.   Undertakings

     (a)  The Company 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, as amended (the
     "Securities Act");
     
               (ii) to reflect in the prospectus any facts or
     events arising after the effective date of this registration
     statement (or the most recent post-effective amendment
     thereof) which,
                                3
individually or in the aggregate, represent
     a fundamental change in the information set forth in this
     registration statement;
     
               (iii)     to include any material information with
     respect to the plan of distribution not previously disclosed
     in this registration statement or any material change to
     such information in this registration statement;
     
provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not  apply if the information required to be included in a  post-
effective amendment by those paragraphs is contained in  periodic
reports  filed by the Company pursuant to Section 13  or  Section
15(d)  of the Exchange Act that are incorporated by reference  in
this registration statement.

          (2)  That, for the purpose of determining any liability
under  the  Securities  Act, 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 termination of the offering.

     (b)   The  Company hereby undertakes that, for  purposes  of
determining  any liability under the Securities Act, each  filing
of  the  Company's  annual report pursuant to  Section  13(a)  or
Section  15(d)  of the Exchange Act (and, where applicable,  each
filing  of  an employee benefit plan's annual report pursuant  to
Section  15(d)  of  the  Exchange Act) that  is  incorporated  by
reference in this 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.

     (c)   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,  or otherwise, the Company has been advised  that  in
the  opinion  of the Commission such indemnification  is  against
public  policy  as  expressed  in  the  Securities  Act  and  is,
therefore, unenforceable.  In the event that a claim for expenses
incurred or paid by a director, officer or controlling person  of
the  Company  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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
                                4
SIGNATURES
                                
     Pursuant  to  the  requirements of the Securities  Act,  the
Company 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  Ana, State of California, on this 1st day of November,
1996.

                                AMPLICON, INC.,
                                a California corporation
                                
                                
                                By:     Glen T. Tsuma/s/
                                        Glen T. Tsuma
                                Chief Operating Officer, Secretary
                                        and Director

                        POWER OF ATTORNEY
                                
     Each  person whose signature appears below hereby authorizes
and  appoints  Patrick E. Paddon, Glen T.  Tsuma  and  S.  Leslie
Jewett, as attorneys-in-fact and agents, each acting alone,  with
full  powers  of  substitution to sign  on  his  or  her  behalf,
individually and in the capacities stated below, and to file  any
and  all amendments, including post-effective amendments, to this
registration   statement  and  other  documents   in   connection
therewith,  with  the Commission, granting to said  attorneys-in-
fact and agents full power and authority to perform any other act
on behalf of the undersigned required to be done in the premises.

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

Signature             Title                       Date
                                                  
Patrick E. Paddon/s/  Chief Executive Officer,    October 30, 1996
Patrick E. Paddon     President and Director      
                                                  
Glen T. Tsuma/s/      Chief Operating Officer,    October 30, 1996
Glen T. Tsuma         Secretary and Director      
                                                  
S. Leslie Jewett/s/   Chief Financial Officer     October 30, 1996
S. Leslie Jewett      (principal financial and    
                      accounting officer)
                                                  
Michael H. Lowry/s/   Director                    October 31, 1996
Michael H. Lowry                                  
                                                  
Harris Ravine/s/      Director                    October 31, 1996
Harris Ravine
                                 5
INDEX TO EXHIBITS
                                
EXHIBIT                                                      PAGE
  
                                                              
 4.1    The 1995 Equity Participation Plan of Amplicon,     N/A
        Inc.  Incorporated by reference to Appendix 1 to
        the Company's Proxy Statement for the Annual
        Meeting of Shareholders on November 10, 1995.

                                                              
 4.3    Articles of Incorporation, as amended.              N/A
        Incorporated herein by reference to Exhibit 3.1
        to the Company's Registration Statement on Form S-
        1 (File No. 33-09094) dated September 28, 1986
        and to Exhibit 3.2 to the Company's Annual Report
        on Form 10-K for the fiscal year ended June 30,
        1988.
                                                              
 4.4    By-Laws, as amended.  Incorporated herein by        N/A
        reference to Exhibit 3.3 to the Company's
        Registration Statement on Form S-1 (File No. 33-
        09094) dated September 28, 1986 and to Exhibit
        3.4 to the Company's Annual Report on Form 10-K
        for the fiscal year ended June 30, 1988.
                                                              
 5.1    Opinion of Neil G. Kenduck                           7
                                                              
 23.1   Consent of  Neil G. Kenduck (included in Exhibit    N/A
        5.1).
                                                              
 23.2   Consent of Arthur Andersen.                          8
                                                              
  24    Power of Attorney (included on the signature page   N/A
        to this Registration Statement).

                               6
November 1, 1996

Amplicon, Inc.
5 Hutton Centre Drive, Suite 500
Santa Ana, California 92707

Re:  Registration Statement on Form S-8

Gentlemen:

     At  your request, I have examined the Registration Statement
on  Form S-8 (the "Registration Statement") of Amplicon, Inc.,  a
California  corporation  (the "Company"),  to  be  filed  by  the
Company with the Securities and Exchange Commission in connection
with  the  registration  under the Securities  Act  of  1933,  as
amended, of an aggregate of 500,000 shares (the "Shares") of  the
Company's  Common  Stock,  par value  0.01  per  share,  issuable
pursuant to The 1995 Equity Participation Plan of Amplicon, Inc.

     I  have  examined the proceedings taken or  proposed  to  be
taken in connection with the authorization, issuance and sale  of
the  Shares.  It is my opinion that the Shares, when  issued  and
sold   by  the  Company  in  the  manner  provided  for  in   the
Registration  Statement, will be legally issued, fully  paid  and
non-assessable.   I consent to the use of this opinion  as  an
exhibit to the Registration Statement.

                         Respectfully submitted,
                         
                         
                         
                         Neil G. Kenduck/s/
                         General Counsel

                            7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 7, 1996
included in Amplicon, Inc.'s Form 10-K for the year ended June 30, 1996 and
to all references to our Firm included in this registration statement.

                                      ARTHUR ANDERSEN LLP /S/
                                      ARTHUR ANDERSEN LLP

Orange County, California
November 4, 1996

                                     8