As filed with the Securities and Exchange Commission on August 27, 2004

================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933


                              CIMETRIX INCORPORATED
             (Exact name of registrant as specified in its charter)

            Nevada                                             87-0439107
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)


                           6979 South High Tech Drive
                         Salt Lake City, Utah 84047-3757
                            Telephone: (801) 256-6500
          (Address, including zip code, and telephone number, including
                   area code, of Principal Executive Offices)

             CIMETRIX INCORPORATED 1998 INCENTIVE STOCK OPTION PLAN
                                       AND
   CIMETRIX INCORPORATED FIRST AMENDED AND RESTATED DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

      Robert H. Reback                                  Copy to:
         President
    Cimetrix Incorporated                              Keith L. Pope
  6979 South High Tech Drive                 Parr Waddoups Brown Gee & Loveless
Salt Lake City, Utah 84047-3757              185 South State Street, Suite 1300
   Telephone: (801) 256-6500                    Salt Lake City, Utah 84111
(Name, address and telephone                          (801) 532-7840
number, including area code, of
     agent for service)

                         _______________________________

                         CALCULATION OF REGISTRATION FEE

===== =============== =================== ==================== =================


                                         Proposed       Proposed
                                         Maximum        Maximum
                                         Offering       Aggregate
                           Amount to be  Price          Offering    Amount of
Title of Securities        Registered    per Share(3)   Price(3)    Registration
to be Registered           (1)(2)                                   Fee(3)
-------------------------  ------------  ------------   ----------  ------------
Cimetrix Incorporated
1998 Stock Option Plan,
as amended and restated
 o Common Stock par
   value $.0001 per share  5,000,000      $0.50         $2,500,000
-------------------------  ------------  ------------   ----------  ------------
Cimetrix Incorporated
First Amended and
Restated Director Stock
Option Plan, as amended
 o Common Stock par value
   $.0001 per share        1,100,000      $0.50         $550,000
--------------------------------------------------------------------------------
                  Total    6,100,000       N/A          $3,050,000      $387
--------------------------------------------------------------------------------

__________________________

(1)  This Registration  Statement also covers such additional  securities as may
     become  issuable to prevent  dilution  resulting  from stock splits,  stock
     dividends, recapitalization and similar events.

(2)  This  Registration  Statement  covers  5,000,000  shares that are  issuable
     pursuant to the Cimetrix  Incorporated 1998 Stock Option Plan and 1,100,000
     shares  that are  issuable  pursuant  to the  Cimetrix  Incorporated  First
     Amended and Restated Director Stock Option Plan, as amended.

(3)  Pursuant to Rule  457(h)(1)  and (c) under the  Securities  Act of 1933, as
     amended,  this amount is  calculated  based upon the average of the bid and
     asked price on the OTC Bulletin Board as of the closing August 25, 2004.

================================================================================

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Information  required  by  Item  1 to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 adopted under the Securities Act of 1933, as amended (the "Securities Act"),
and the Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Information  required  by  Item  2 to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 adopted under the Securities Act and the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following  documents filed by Cimetrix  Incorporated (the "Registrant")
with the  Securities  and  Exchange  Commission  (the  "Commission")  are hereby
incorporated by reference in this Registration Statement:

     (1)  The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 2003.

     (2)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2004.

     (3)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on April 15, 2004.

     (4)  The  Registrant's  Definitive  Proxy Statement on Form 14A, filed with
          the Commission on April 27, 2004.

     (5)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on May 4, 2004.

     (6)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on May 28, 2004.

     (7)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2004.

     (8)  The description of the Registrant's Common Stock, par value $.0001 per
          share,  contained in the Registrant's  Registration  Statement on Form
          8-A, filed with the Commission on December 14, 1994.

     In addition, 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, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
by reference  herein shall be deemed to be modified or  superceded  for purposes
hereof  to the  extent  that  a  statement  contained  herein  (or in any  other
subsequently  filed document  which is also  incorporated  by reference  herein)
modifies or supercedes such  statement.  Any statement so modified or superceded
shall  not be deemed to  constitute  a part  hereof  except  as so  modified  or
superceded.

                                      -2-
<PAGE>


Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Pursuant  to  the  Registrant's  Articles  of  Incorporation,   Bylaws  and
indemnification  agreements  between the Registrant and each of its officers and
directors,  the  Registrant is obligated to indemnify  each of its directors and
officers to the fullest  extent  permitted by law with respect to all  liability
and loss suffered, and reasonable expense incurred, by the person in any action,
suit or  proceeding  in which the person is or was a director  or officer of the
Registrant. The Registrant could be obligated to advance the reasonable expenses
of  indemnified  directors  or officers in  defending  such  proceedings  if the
indemnified  party  agrees to repay all  amounts  advanced  if it is  ultimately
determined that such person is not entitled to indemnification.

     The Nevada General  Corporation  Law (the "Nevada Act")  authorizes  Nevada
corporations  to  indemnify  any person who was or is a party to any  proceeding
(other than an action by, or in the right of, the corporation), by reason of the
fact that he or she is or was a  director,  officer,  employee,  or agent of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee,  or agent of another corporation or other entity,
against  liability  incurred in connection with such  proceeding,  including any
appeal  thereof,  if he or she  acted in good  faith  and in a manner  he or she
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or on behalf of a corporation,  indemnification may not be made if the
person seeking  indemnification  is adjudged  liable,  unless the court in which
such action was brought determines such person is fairly and reasonably entitled
to  indemnification.  The  indemnification  provisions of the Nevada Act require
indemnification  if a director or officer has been  successful  on the merits or
otherwise in defense of any action, suit, or proceeding to which he or she was a
party by reason of the fact that he or she is or was a  director  or  officer of
the  corporation.  The  indemnification  authorized  under  Nevada  law  is  not
exclusive  and is in  addition  to any other  rights  granted  to  officers  and
directors  under the Articles of  Incorporation  or Bylaws of the corporation or
any agreement between officers and directors and the corporation.  A corporation
may purchase and maintain  insurance or furnish similar  protection on behalf of
any officer or director  against any liability  asserted  against the officer or
director  and incurred by the officer or director in such  capacity,  or arising
out of the status,  as an officer or  director,  whether or not the  corporation
would have the power to indemnify  him or her against such  liability  under the
Nevada Act.

     The Registrant's  Bylaws provide for the  indemnification  of directors and
executive  officers of the Registrant to the maximum extent  permitted by Nevada
law and for the advancement of expenses  incurred in connection with the defense
of any action,  suit, or proceeding that the director or executive officer was a
party to by reason of the fact that he or she is or was a director or  executive
officer  of the  Registrant  upon the  receipt of an  undertaking  to repay such
amount,  unless it is ultimately  determined that such person is not entitled to
indemnification.

     Under  provisions of the Registrant's  Articles of  Incorporation  that are
authorized by the Nevada Act, a director is not  personally  liable for monetary
damages to the  Registrant  or any other  person for acts or omissions in his or
her  capacity  as a director  except in certain  limited  circumstances  such as
certain  violations  of  criminal  law and  transactions  in which the  director
derived an improper personal benefit. As a result, shareholders may be unable to
recover  monetary  damages  against  directors  for actions  taken by them which
constitute  negligence  or gross  negligence  or which are in violation of their
fiduciary  duties,   although  injunctive  or  other  equitable  relief  may  be
available.

     The Registrant  also has entered into  agreements  with each of its current
directors and executive  officers pursuant to which it is obligated to indemnify
those persons to the fullest extent authorized by law and to advance payments to
cover defense costs against an unsecured obligation to repay such advances if it
is  ultimately  determined  that the recipient of the advance is not entitled to
indemnification.  The  Registrant  is not  required  to  indemnify a director or
officer  if the  indemnified  loss  results  from  any of the  following:  (a) a
violation of Section 16(b) of the Exchange Act; (b) a violation of criminal law;
(c) a  transaction  from which the  officer or  director  received  an  improper
personal  benefit;  (d)  willful  misconduct  or a conscious  disregard  for the
Registrant's  best  interests;  or (e) a  transaction  for which the director is
liable pursuant to Section 78.300.2 of the Nevada Act for certain  distributions
from the corporation to its shareholders.

                                      -3-
<page>

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See the Exhibit Index on page 6.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made  of  the  securities  registered  hereby,  a  post-effective
               amendment to this Registration  Statement 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.

          (2)  That,  for  purposes  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  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 of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the  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.

                                      -4-
<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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, Salt Lake City, State of Utah on this 26th day of August, 2004.

                                             CIMETRIX INCORPORATED


                                             By: /S/ Dennis P. Gauger
                                                 ------------------------
                                                 Dennis P. Gauger
                                                 Chief Financial Officer
                                                 (Principal Financial and
                                                  Accounting Officer)

                                POWER OF ATTORNEY

     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.  Each person whose  signature to this  Registration  Statement
appears  below hereby  constitutes  and appoints  Robert H. Reback and Dennis P.
Gauger,  or either of them, as his true and lawful  attorney-in-fact  and agent,
with full power of substitution,  to sign on his behalf  individually and in the
capacity  stated below and to perform any acts  necessary to be done in order to
file  all  amendments  and   post-effective   amendments  to  this  Registration
Statement,  and any and all  instruments  or  documents  filed  as part of or in
connection with this Registration  Statement or the amendments  thereto and each
of the undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall 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 indicated below:

    Signature                                      Title
 ----------------                                 -------


/S/Robert H. Reback              President, Chief Executive Officer and Director
-------------------------        (Principal Executive Officer)
Robert H. Reback


/S/ Scott C. Chandler            Director
-------------------------
Scott C. Chandler


/S/ Michael B. Thompson          Director
-------------------------
Michael B. Thompson


/S/ C. Alan Weber                Director
-------------------------
C. Alan Weber


                                      -5-

<PAGE>


                              CIMETRIX INCORPORATED

                                  EXHIBIT INDEX


 Regulation S-K
 Exhibit No.        Description
 --------------     ------------------------------------------------------------

     4.1            Articles   of   Incorporation   of   Cimetrix   Incorporated
                    (incorporated by reference to Annual Report on Form 10-K for
                    the fiscal year ended December 31, 1993).

     4.2            Bylaws of Cimetrix  Incorporated  (incorporated by reference
                    from  the  Registration  Statement  on Form  S-2,  File  No.
                    333-30601, as filed on July 2, 1997).

     5.1            Opinion of Parr  Waddoups  Brown Gee &  Loveless,  as to the
                    legality of the securities offered.

    23.1            The consent of Tanner + Co. to the  inclusion  of its Report
                    of Independent  Public  Accountants  of Financial  Statement
                    Schedule, dated February 11, 2004.

    23.2            Consent of Parr Waddoups  Brown Gee & Loveless  (included in
                    Exhibit No. 5.1)

    24.1            Powers of Attorney (included on page 5)

    99.1            Cimetrix Incorporated 1998 Stock Option Plan, as amended and
                    restated

    99.2            Cimetrix  Incorporated  First Amended and Restated  Director
                    Stock Option Plan, as amended


                                      -6-
[{"type": "S-8", "sequence": "1", "filename": "s8_082604.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21147}]
{"company-data": {"conformed-name": "CIMETRIX INC", "cik": "0000786620", "assigned-sic": "7372", "irs-number": "870439107", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118624", "film-number": "041002782"}, "business-address": {"street1": "6979 SOUTH HIGH TECH DRIVE", "city": "MIDVALE", "state": "UT", "zip": "84047", "phone": "8012566500"}, "mail-address": {"street1": "6979 SOUTH HIGH TECH DRIVE", "city": "MIDVALE", "state": "UT", "zip": "84047"}, "former-company": {"former-conformed-name": "SAGITTA VENTURES INC", "date-changed": "19900410"}}
As filed with the Securities and Exchange Commission on August 27, 2004

================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933

                              CIMETRIX INCORPORATED
             (Exact name of registrant as specified in its charter)

            Nevada                                             87-0439107
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                           6979 South High Tech Drive
                         Salt Lake City, Utah 84047-3757
                            Telephone: (801) 256-6500
          (Address, including zip code, and telephone number, including
                   area code, of Principal Executive Offices)

             CIMETRIX INCORPORATED 1998 INCENTIVE STOCK OPTION PLAN
                                       AND
   CIMETRIX INCORPORATED FIRST AMENDED AND RESTATED DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

      Robert H. Reback                                  Copy to:
         President
    Cimetrix Incorporated                              Keith L. Pope
  6979 South High Tech Drive                 Parr Waddoups Brown Gee & Loveless
Salt Lake City, Utah 84047-3757              185 South State Street, Suite 1300
   Telephone: (801) 256-6500                    Salt Lake City, Utah 84111
(Name, address and telephone                          (801) 532-7840
number, including area code, of
     agent for service)

                         _______________________________

                         CALCULATION OF REGISTRATION FEE

===== =============== =================== ==================== =================

                                         Proposed       Proposed
                                         Maximum        Maximum
                                         Offering       Aggregate
                           Amount to be  Price          Offering    Amount of
Title of Securities        Registered    per Share(3)   Price(3)    Registration
to be Registered           (1)(2)                                   Fee(3)
-------------------------  ------------  ------------   ----------  ------------
Cimetrix Incorporated
1998 Stock Option Plan,
as amended and restated
 o Common Stock par
   value $.0001 per share  5,000,000      $0.50         $2,500,000
-------------------------  ------------  ------------   ----------  ------------
Cimetrix Incorporated
First Amended and
Restated Director Stock
Option Plan, as amended
 o Common Stock par value
   $.0001 per share        1,100,000      $0.50         $550,000
--------------------------------------------------------------------------------
                  Total    6,100,000       N/A          $3,050,000      $387
--------------------------------------------------------------------------------

__________________________

(1)  This Registration  Statement also covers such additional  securities as may
     become  issuable to prevent  dilution  resulting  from stock splits,  stock
     dividends, recapitalization and similar events.

(2)  This  Registration  Statement  covers  5,000,000  shares that are  issuable
     pursuant to the Cimetrix  Incorporated 1998 Stock Option Plan and 1,100,000
     shares  that are  issuable  pursuant  to the  Cimetrix  Incorporated  First
     Amended and Restated Director Stock Option Plan, as amended.

(3)  Pursuant to Rule  457(h)(1)  and (c) under the  Securities  Act of 1933, as
     amended,  this amount is  calculated  based upon the average of the bid and
     asked price on the OTC Bulletin Board as of the closing August 25, 2004.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Information  required  by  Item  1 to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 adopted under the Securities Act of 1933, as amended (the "Securities Act"),
and the Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Information  required  by  Item  2 to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 adopted under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following  documents filed by Cimetrix  Incorporated (the "Registrant")
with the  Securities  and  Exchange  Commission  (the  "Commission")  are hereby
incorporated by reference in this Registration Statement:

     (1)  The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 2003.

     (2)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2004.

     (3)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on April 15, 2004.

     (4)  The  Registrant's  Definitive  Proxy Statement on Form 14A, filed with
          the Commission on April 27, 2004.

     (5)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on May 4, 2004.

     (6)  The Registrant's Current Report on Form 8-K, filed with the Commission
          on May 28, 2004.

     (7)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2004.

     (8)  The description of the Registrant's Common Stock, par value $.0001 per
          share,  contained in the Registrant's  Registration  Statement on Form
          8-A, filed with the Commission on December 14, 1994.

     In addition, 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, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
by reference  herein shall be deemed to be modified or  superceded  for purposes
hereof  to the  extent  that  a  statement  contained  herein  (or in any  other
subsequently  filed document  which is also  incorporated  by reference  herein)
modifies or supercedes such  statement.  Any statement so modified or superceded
shall  not be deemed to  constitute  a part  hereof  except  as so  modified  or
superceded.

                                      -2-
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Pursuant  to  the  Registrant's  Articles  of  Incorporation,   Bylaws  and
indemnification  agreements  between the Registrant and each of its officers and
directors,  the  Registrant is obligated to indemnify  each of its directors and
officers to the fullest  extent  permitted by law with respect to all  liability
and loss suffered, and reasonable expense incurred, by the person in any action,
suit or  proceeding  in which the person is or was a director  or officer of the
Registrant. The Registrant could be obligated to advance the reasonable expenses
of  indemnified  directors  or officers in  defending  such  proceedings  if the
indemnified  party  agrees to repay all  amounts  advanced  if it is  ultimately
determined that such person is not entitled to indemnification.

     The Nevada General  Corporation  Law (the "Nevada Act")  authorizes  Nevada
corporations  to  indemnify  any person who was or is a party to any  proceeding
(other than an action by, or in the right of, the corporation), by reason of the
fact that he or she is or was a  director,  officer,  employee,  or agent of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee,  or agent of another corporation or other entity,
against  liability  incurred in connection with such  proceeding,  including any
appeal  thereof,  if he or she  acted in good  faith  and in a manner  he or she
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or on behalf of a corporation,  indemnification may not be made if the
person seeking  indemnification  is adjudged  liable,  unless the court in which
such action was brought determines such person is fairly and reasonably entitled
to  indemnification.  The  indemnification  provisions of the Nevada Act require
indemnification  if a director or officer has been  successful  on the merits or
otherwise in defense of any action, suit, or proceeding to which he or she was a
party by reason of the fact that he or she is or was a  director  or  officer of
the  corporation.  The  indemnification  authorized  under  Nevada  law  is  not
exclusive  and is in  addition  to any other  rights  granted  to  officers  and
directors  under the Articles of  Incorporation  or Bylaws of the corporation or
any agreement between officers and directors and the corporation.  A corporation
may purchase and maintain  insurance or furnish similar  protection on behalf of
any officer or director  against any liability  asserted  against the officer or
director  and incurred by the officer or director in such  capacity,  or arising
out of the status,  as an officer or  director,  whether or not the  corporation
would have the power to indemnify  him or her against such  liability  under the
Nevada Act.

     The Registrant's  Bylaws provide for the  indemnification  of directors and
executive  officers of the Registrant to the maximum extent  permitted by Nevada
law and for the advancement of expenses  incurred in connection with the defense
of any action,  suit, or proceeding that the director or executive officer was a
party to by reason of the fact that he or she is or was a director or  executive
officer  of the  Registrant  upon the  receipt of an  undertaking  to repay such
amount,  unless it is ultimately  determined that such person is not entitled to
indemnification.

     Under  provisions of the Registrant's  Articles of  Incorporation  that are
authorized by the Nevada Act, a director is not  personally  liable for monetary
damages to the  Registrant  or any other  person for acts or omissions in his or
her  capacity  as a director  except in certain  limited  circumstances  such as
certain  violations  of  criminal  law and  transactions  in which the  director
derived an improper personal benefit. As a result, shareholders may be unable to
recover  monetary  damages  against  directors  for actions  taken by them which
constitute  negligence  or gross  negligence  or which are in violation of their
fiduciary  duties,   although  injunctive  or  other  equitable  relief  may  be
available.

     The Registrant  also has entered into  agreements  with each of its current
directors and executive  officers pursuant to which it is obligated to indemnify
those persons to the fullest extent authorized by law and to advance payments to
cover defense costs against an unsecured obligation to repay such advances if it
is  ultimately  determined  that the recipient of the advance is not entitled to
indemnification.  The  Registrant  is not  required  to  indemnify a director or
officer  if the  indemnified  loss  results  from  any of the  following:  (a) a
violation of Section 16(b) of the Exchange Act; (b) a violation of criminal law;
(c) a  transaction  from which the  officer or  director  received  an  improper
personal  benefit;  (d)  willful  misconduct  or a conscious  disregard  for the
Registrant's  best  interests;  or (e) a  transaction  for which the director is
liable pursuant to Section 78.300.2 of the Nevada Act for certain  distributions
from the corporation to its shareholders.

                                      -3-
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers,  or persons controlling the Registrant
pursuant to the foregoing  provisions,  the Registrant has been informed that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See the Exhibit Index on page 6.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made  of  the  securities  registered  hereby,  a  post-effective
               amendment to this Registration  Statement 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.

          (2)  That,  for  purposes  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  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 of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the  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.

                                      -4-
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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, Salt Lake City, State of Utah on this 26th day of August, 2004.

                                             CIMETRIX INCORPORATED

                                             By: /S/ Dennis P. Gauger
                                                 ------------------------
                                                 Dennis P. Gauger
                                                 Chief Financial Officer
                                                 (Principal Financial and
                                                  Accounting Officer)

                                POWER OF ATTORNEY

     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.  Each person whose  signature to this  Registration  Statement
appears  below hereby  constitutes  and appoints  Robert H. Reback and Dennis P.
Gauger,  or either of them, as his true and lawful  attorney-in-fact  and agent,
with full power of substitution,  to sign on his behalf  individually and in the
capacity  stated below and to perform any acts  necessary to be done in order to
file  all  amendments  and   post-effective   amendments  to  this  Registration
Statement,  and any and all  instruments  or  documents  filed  as part of or in
connection with this Registration  Statement or the amendments  thereto and each
of the undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall 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 indicated below:

    Signature                                      Title
 ----------------                                 -------

/S/Robert H. Reback              President, Chief Executive Officer and Director
-------------------------        (Principal Executive Officer)
Robert H. Reback

/S/ Scott C. Chandler            Director
-------------------------
Scott C. Chandler

/S/ Michael B. Thompson          Director
-------------------------
Michael B. Thompson

/S/ C. Alan Weber                Director
-------------------------
C. Alan Weber

                                      -5-
CIMETRIX INCORPORATED

                                  EXHIBIT INDEX

 Regulation S-K
 Exhibit No.        Description
 --------------     ------------------------------------------------------------

     4.1            Articles   of   Incorporation   of   Cimetrix   Incorporated
                    (incorporated by reference to Annual Report on Form 10-K for
                    the fiscal year ended December 31, 1993).

     4.2            Bylaws of Cimetrix  Incorporated  (incorporated by reference
                    from  the  Registration  Statement  on Form  S-2,  File  No.
                    333-30601, as filed on July 2, 1997).

     5.1            Opinion of Parr  Waddoups  Brown Gee &  Loveless,  as to the
                    legality of the securities offered.

    23.1            The consent of Tanner + Co. to the  inclusion  of its Report
                    of Independent  Public  Accountants  of Financial  Statement
                    Schedule, dated February 11, 2004.

    23.2            Consent of Parr Waddoups  Brown Gee & Loveless  (included in
                    Exhibit No. 5.1)

    24.1            Powers of Attorney (included on page 5)

    99.1            Cimetrix Incorporated 1998 Stock Option Plan, as amended and
                    restated

    99.2            Cimetrix  Incorporated  First Amended and Restated  Director
                    Stock Option Plan, as amended

                                      -6-