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)
                                       
                              ___________________
                                       
 Stock Options Issued Outside the Amended and Restated 1997 Stock Option Plan
                                       
                           (Full title of the plans)
                                       
                             ____________________
                                       
                                B. Kevin Kelly
                     President and Chief Executive Officer
                                Sigma Circuits
                               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
                                (650) 843-5000
                           _____________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
Title of                          Proposed     Proposed     
Securities          Amount        Offering     Aggregate    
to Be               to be         Price        Offering      Amount
Registered          Registered    Per Share    Price (1)     Registration Fee
<S>                 <C>           <C>          <C>           <C>
Common Stock                                               
(par value $.001)   240,000       $8.875       $2,130,000    $629
</TABLE>


(1)  Estimated  solely  for the purpose of  calculating  the
     amount  of the registration fee pursuant to Rule 457(c)
     under  the Securities Act of 1933.  The price per share
     and  aggregate offering price are based upon the actual
     exercise price for shares subject to outstanding  stock
     options  granted outside the Amended and Restated  1997
     Stock Option Plan.


      Approximate date of commencement of proposed  sale  to
the  public:  As soon as practicable after this Registration
Statement becomes effective.

           INCORPORATION OF DOCUMENTS BY REFERENCE
                              
      The following documents filed by Sigma Circuits, Inc.,
a  Delaware  corporation (the "Company" or the "Registrant")
with   the   Securities   and   Exchange   Commission   (the
"Commission")  are  incorporated  by  reference  into   this
Registration Statement:

      (a)  The Registrant's Annual Report on Form 10-K filed
on  September 26, 1997, pursuant to the Securities  Exchange
Act of 1934, as amended (the "Exchange Act");

     (b)  A description of the Company's Common Stock, which
is contained in the Form 8-A Registration Statement filed by
the  Company with the Commission on May 17, 1994 as  amended
through the date hereof; and

     (c)  All reports and other documents subsequently filed
by  the  Company pursuant to Sections 13(a), 13(c),  14  and
15(d)  of  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  herein  and  to be a part  of  this  registration
statement  from the date of the filing of such  reports  and
documents.

                  DESCRIPTION OF SECURITIES
                              
Not applicable.

           INTERESTS OF NAMED EXPERTS AND COUNSEL
                              
Not applicable.

          INDEMNIFICATION OF DIRECTORS AND OFFICERS
                              
     Section  145  of  the Delaware General Corporation  Law
authorizes  a  court to award, or a corporation's  Board  of
Directors  to grant, indemnity to directors and officers  in
terms  sufficiently  broad  to permit  such  indemnification
under   certain  circumstances  for  liabilities  (including
reimbursement  for  expenses  incurred)  arising  under  the
Securities  Act of 1933, as amended (the "Securities  Act").
Article   VI  of  the  Company's  Restated  Certificate   of
Incorporation and Article XI of the Company's Bylaws provide
for  indemnification of certain agents to the maximum extent
permitted by the Delaware General Corporation Law.   Persons
covered  by  this indemnification provision include  current
and  former directors, officers, employees and other  agents
of  the Company, as well as persons who serve at the request
of  the  Company as directors, officers, employees or agents
of  any  other  enterprise.  The Company  has  entered  into
agreements with its directors and officers to indemnify such
persons  against  certain  liabilities.   The  Company  also
maintains  insurance for the benefit of  its  directors  and
officers insuring such persons against certain liabilities.

             EXEMPTION FROM REGISTRATION CLAIMED
                              
Not applicable.

                          EXHIBITS
<TABLE>
Number    Description
<C>       <S>
4.1(1)    Amended  and Restated Certificate of Incorporation
          of Registrant.
          
4.2(1)    Amended and Restated Bylaws of Registrant.

4.2(1)    Specimen Stock Certificate.
          
5.1       Opinion of Cooley Godward LLP.
          
23.1      Consent of Deloitte & Touche LLP.
          
23.2      Consent of Cooley Godward LLP.  Reference is  made
          to Exhibit 5.1.
          
24.1      Power of Attorney.  Reference is made to Signature
          Page.
          
99.1      Form  of  Stock  Option outside  the  Amended  and
          Restated 1997 Stock Option Plan.
</TABLE>
_______________

(1)  Filed  as  an  exhibit  to the  Form  S-1  Registration
     Statement (No. 333-26843), as amended through the  date
     hereof and incorporated herein by reference.
     
                        UNDERTAKINGS
                              
(d)  The undersigned registrant hereby undertakes:

      a.    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;

          ii.    To  reflect in the prospectus any facts  or
events  arising after the effective date of the registration
statement  (or  the  most  recent  post-effective  amendment
thereof)  which, individually or in the aggregate, represent
a  fundamental change in the information set  forth  in  the
registration statement.  Notwithstanding the foregoing,  any
increase or decrease in volume of securities offered (if the
total  dollar value of securities offered would  not  exceed
that which was registered) and any deviation from the low or
high  end  of  the estimated maximum offering range  may  be
reflected  in  the  form  of  prospectus  filed   with   the
Commission  pursuant  to Rule 424(b) (  230.424(b)  of  this
chapter)  if,  in the aggregate, the changes in  volume  and
price  represent no more than a 20% change  in  the  maximum
aggregate  offering price set forth in the  "Calculation  of
Registration   Fee"  table  in  the  effective  registration
statement.

          iii.      To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

           Provided,  however,  that paragraphs  (a)(i)  and
(a)(ii)  do  not apply if the registration statement  is  on
Form  S-3  or  Form S-8 and the information required  to  be
included  in a post-effective amendment by those  paragraphs
is  contained  in  periodic  reports  filed  by  the  issuer
pursuant to section 13 or section 15(d) of the Exchange  Act
that  are  incorporated  by reference  in  the  registration
statement.

     b.   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 herein, and the offering of  such
securities  at that time shall be deemed to be  the  initial
bona fide offering thereof.

      c.    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.

(e)   The undersigned registrant hereby undertakes that, for
purposes  of determining any liability under the  Securities
Act,  each filing of the registrant'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  the  Registration
Statement shall be deemed to be a new registration statement
relating  to the securities offered herein, and the offering
of  such securities at that time shall be deemed to  be  the
initial bona fide offering thereof.

(f)   Insofar  as  indemnification for  liabilities  arising
under  the  Securities  Act may be permitted  to  directors,
officers  and controlling persons of the registrant pursuant
to  the  foregoing provisions, or otherwise, the  registrant
has  been advised that in the opinion of the Securities  and
Exchange  Commission such indemnification is against  public
policy as expressed in the Securities 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 Securities Act and will be governed by  the
final adjudication of such issue.

                              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                                  
</TABLE>

                             EXHIBIT INDEX
<TABLE>
Exhibit
Number    Description
<S>       <C>
4.1(1)    Amended   and  Restated  Certificate  of  Incorporation   of
          Registrant.
          
4.2(1)    Amended and Restated Bylaws of Registrant.

4.2(1)    Specimen Stock Certificate.
          
5.1       Opinion of Cooley Godward LLP.
          
23.1      Consent of Deloitte & Touche LLP.
          
23.2      Consent of Cooley Godward LLP.  Reference is made to Exhibit
          5.1.
          
24.1      Power of Attorney.  Reference is made to Signature Page.
          
99.1      Form  of Stock Option outside the Amended and Restated  1997
          Stock Option Plan.
</TABLE>
_______________

(1)  Filed  as  an  exhibit  to  the Form S-1  Registration  Statement
     (No.:333-26843),  as  amended  through  the   date   hereof   and
     incorporated herein by reference.
     
                                                           Exhibit 5.1


                          [Cooley Letterhead]
                                   
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
240,000  shares  of  Common Stock issuable  outside  the  Amended  and
Restated 1997 Stock Option Plan.

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
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


                                                                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

                                                          Exhibit 99.1
                                                                      
                       NONSTATUTORY STOCK OPTION
                                   


[________________], Optionee:

      Sigma  Circuits, Inc. (the "Company"), has this day  granted  to
you,  the  Optionee named above, an Option to purchase shares  of  the
common  stock of the Company ("Shares").  This Option is not  intended
to  qualify  and  will not be treated as an "incentive  stock  Option"
within  the  meaning of Section 422 of the Internal  Revenue  Code  of
1986, as amended (the "Code").

      The  grant hereunder is subject to all of the provisions of  the
Sigma  Circuits,  Inc.  1997 Nonstatutory Stock  Option  Supplementary
Terms  and  Conditions dated October 9, 1997 (the "Option  Terms"),  a
copy of which is attached hereto, and its provisions are hereby made a
part of this Option.

     The details of your Option are as follows:

     1.    The  total  number  of Shares subject  to  this  Option  is
[_____________].   The date that the vesting period  begins  for  this
Option  is  October 9, 1997 (the "Vesting Period Commencement  Date").
Subject  to the limitations contained herein, fifty percent  (50%)  of
the  total number of Shares subject to this Option shall become vested
and exercisable on October 9, 2000, which is three (3) years after the
Vesting  Period  Commencement Date, and the  remaining  fifty  percent
(50%) will become vested and exercisable on October 9, 2001, which  is
four  (4)  years  after  the Vesting Period Commencement  Date,  until
either  (i)  you  cease to provide services for the  Company  for  any
reason or (ii) this Option becomes fully vested.

     2.  (a)  The exercise price of this Option is Eight and 875/1000
Dollars ($8.875) per Share, being the fair market value of a Share on
the date of grant of this Option.
        
         (b)  Payment of the exercise price per  Share is due  in full 
upon exercise of all or any part of each installment which has accrued  
to you.  You may elect, to the extent permitted by applicable statutes
and  regulations, to make payment of the exercise price under  one  of
the following alternatives:

               (i)   Payment of the  exercise  price per Share in cash 
(including check) at the time of exercise;

               (ii)  Payment pursuant  to  a  program  developed under 
Regulation T as promulgated by the Federal Reserve Board which results 
in the receipt of cash (or check) by the Company prior to the issuance 
of the Shares;

               (iii) Provided  that  at  the  time  of  exercise   the 
Company's common stock  is publicly traded and quoted regularly in the 
Wall Street Journal, payment by delivery  of already-owned Shares held 
for the period required  to  avoid a  charge to the Company's reported 
earnings, and owned  free and clear of any liens, claims, encumbrances 
or security  interests, which common stock shall be valued at its fair
market value on the date of exercise; or
               
               (iv)  Payment by a combination of the methods of payment 
permitted by subparagraph 2(b)(i) through 2(b)(iii) above.

     3. This Option may not be exercised for any number of Shares which
would require the issuance of anything other than whole Shares.

     4. Notwithstanding anything to the contrary contained herein, this
Option  may  not  be exercised unless the Shares issuable upon exercise
of this Option are  then registered  under the  Securities Act of 1933,
as  amended (the "Securities Act"), or, if such  Shares are not then so
registered, the Company  has determined that such exercise and issuance
would be exempt from the  registration requirements  of  the Securities
Act.

     5. The  term  of  this Option  commences on  the date  hereof and, 
unless sooner terminated as  set forth herein, terminates on October 9, 
2007.  In no event may this Option be exercised on or after the date on 
which it terminates.This Option shall terminate prior to the expiration 
of its term as follows:  three (3) months after the termination of your
Continuous  Service  (as defined in the Option Terms) for any reason or
for no reason unless:

          (a)  such termination of employment is due to your disability 
(as  defined  in the  Option Terms) in  which  event  the  Option shall 
terminate on  the  earlier  of the  termination date set forth above or 
twelve (12) months following such termination of employment; or

          (b)  such  termination of employment is due to your death, in 
which event the Option shall terminate on the earlier of the termination
date set forth above or eighteen (18) months after your death; or

          (c)  during any part of such three (3) month period the Option 
is not exercisable solely because of the condition set forth in paragraph 
4 above, in which event the Option shall not terminate until the earlier
of the  termination  date  set  forth  above or until it shall have been
exercisable for an aggregate period of three (3) months after the
termination of employment.

           However, this Option may be exercised following termination
of  your  Continuous Service only as to that number of  Shares  as  to
which it was exercisable on the date of termination of your Continuous
Service under the provisions of paragraph 1 of this Option.

     6.  (a)  This  Option  may  be exercised, to the extent specified 
above, by  delivering a notice  of exercise (in a form  designated  by  
the Company) together with the exercise price to the Secretary of  the
Company, or to such other person as the Company may designate,  during
regular business hours, together with such additional documents as the
Company  may then require pursuant to subparagraph 8(d) of the  Option
Terms.

        (b)  You and the Company may agree  that  you  may satisfy any 
federal, state  or  local  tax  withholding obligation relating to the 
exercise  or  acquisition  of  Shares  under this Option by any of the 
following  means  or  by  a combination of such means: (i) tendering a 
cash payment, (ii) authorizing the Company to withhold Shares from the 
Shares  otherwise  issuable  to you as  a  result  of  the exercise or 
acquisition of  Shares under this  Option  or  (iii) delivering to the  
Company  owned and unencumbered  Shares, including  by  delivering  to  
the  Company  an  attestation  of  ownership of owned and unencumbered 
Shares in a  form approved  by the Company.  By exercising this Option 
you  hereby  agree  that  the  Company  may  require  you  to enter an 
arrangement  providing for the  cash  payment  by  you  to the Company  
of  any  tax  withholding obligation  of the Company arising by reason 
of the exercise  of  this Option, the lapse of any substantial risk of 
forfeiture to which  the Shares  are  subject  at the time of exercise 
or  the  disposition  of Shares acquired upon such exercise.

     7. This Option is not transferable, except by will or by the laws 
of descent  and distribution or pursuant to a domestic relations order  
as defined in the Code  or Title I of the Employee  Retirement  Income
Security  Act, and is exercisable during your life only by  you  or  a
transferee  pursuant  to a domestic relations  order.   By  delivering
written  notice to the Company, in a form satisfactory to the Company,
you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise this Option.

     8.  This Option is not an employment contract, and nothing in this
Option  shall be  deemed to create in any way whatsoever any obligation
on your  part to  continue  in the employ of the Company or on the part
of the Company  to  continue  your employment with the Company.  In the
event  that  this  Option  is  granted  to  you  in connection with the
performance  of  services  as  a  consultant, references to employment,
employee and  similar terms shall be  deemed to include the performance
of services  as  a  consultant, provided, however, that no rights as an
employee shall arise by reason of the use of such terms.

     9.  Any notices  provided  for in  this Option or the Option Terms 
shall be  given  in  writing and shall be deemed effectively given upon 
receipt or,in the case of notices delivered by the Company to you, five 
(5) days  after  deposit  in  the  United States mail, postage prepaid,
addressed  to  you  at  the  address  specified  below or at such other 
address as you hereafter designate by written notice to the Company.

     10.  This  Option  is  further  subject  to  all  interpretations,
amendments, rules  and  regulations  which may   from  time  to time be
promulgated and adopted pursuant to the Option Terms.
 
     11.  The   provisions  of  this  Option  will be held in strictest
confidence by  you  and  the  Company  and  shall  not be publicized or
disclosed in any manner whatsoever; provided,  however,  that:  (a) you
may disclose this Option to your immediate family; (b) the  parties may
disclose this Option  in  confidence  to  their  respective  attorneys,
accountants, auditors,  tax  preparers, and financial advisors; (c) the
Company may disclose  this  Option  as necessary to fulfill standard or
legally required corporate reporting  or  disclosure requirements;  and
(d) the parties may disclose this Option  insofar  as  such  disclosure
may be necessary to enforce its terms or  as otherwise required by law.
In particular,  and  without  limitation, you agree not to disclose the
provisions of this Option to any current or former Company employee or
other personnel.

     Dated [_______________].
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28264}]
{"company-data": {"conformed-name": "SIGMA CIRCUITS INC", "cik": "0000746549", "assigned-sic": "3672", "irs-number": "770107167", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45645", "film-number": "98522360"}, "business-address": {"street1": "393 MATHEW ST", "city": "SANTA CLARA", "state": "CA", "zip": "95050", "phone": "4087279169"}, "mail-address": {"street1": "393 MATHEW STREET", "city": "SANTA CLARA", "state": "CA", "zip": "95050"}}
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)
                                       
                              ___________________
                                       
 Stock Options Issued Outside the Amended and Restated 1997 Stock Option Plan
                                       
                           (Full title of the plans)
                                       
                             ____________________
                                       
                                B. Kevin Kelly
                     President and Chief Executive Officer
                                Sigma Circuits
                               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
                                (650) 843-5000
                           _____________________

                        CALCULATION OF REGISTRATION FEE

Title of                          Proposed     Proposed     
Securities          Amount        Offering     Aggregate    
to Be               to be         Price        Offering      Amount
Registered          Registered    Per Share    Price (1)     Registration Fee
Common Stock                                               
(par value $.001)   240,000       $8.875       $2,130,000    $629
(1)  Estimated  solely  for the purpose of  calculating  the
     amount  of the registration fee pursuant to Rule 457(c)
     under  the Securities Act of 1933.  The price per share
     and  aggregate offering price are based upon the actual
     exercise price for shares subject to outstanding  stock
     options  granted outside the Amended and Restated  1997
     Stock Option Plan.

      Approximate date of commencement of proposed  sale  to
the  public:  As soon as practicable after this Registration
Statement becomes effective.

           INCORPORATION OF DOCUMENTS BY REFERENCE
                              
      The following documents filed by Sigma Circuits, Inc.,
a  Delaware  corporation (the "Company" or the "Registrant")
with   the   Securities   and   Exchange   Commission   (the
"Commission")  are  incorporated  by  reference  into   this
Registration Statement:

      (a)  The Registrant's Annual Report on Form 10-K filed
on  September 26, 1997, pursuant to the Securities  Exchange
Act of 1934, as amended (the "Exchange Act");

     (b)  A description of the Company's Common Stock, which
is contained in the Form 8-A Registration Statement filed by
the  Company with the Commission on May 17, 1994 as  amended
through the date hereof; and

     (c)  All reports and other documents subsequently filed
by  the  Company pursuant to Sections 13(a), 13(c),  14  and
15(d)  of  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  herein  and  to be a part  of  this  registration
statement  from the date of the filing of such  reports  and
documents.

                  DESCRIPTION OF SECURITIES
                              
Not applicable.

           INTERESTS OF NAMED EXPERTS AND COUNSEL
                              
Not applicable.

          INDEMNIFICATION OF DIRECTORS AND OFFICERS
                              
     Section  145  of  the Delaware General Corporation  Law
authorizes  a  court to award, or a corporation's  Board  of
Directors  to grant, indemnity to directors and officers  in
terms  sufficiently  broad  to permit  such  indemnification
under   certain  circumstances  for  liabilities  (including
reimbursement  for  expenses  incurred)  arising  under  the
Securities  Act of 1933, as amended (the "Securities  Act").
Article   VI  of  the  Company's  Restated  Certificate   of
Incorporation and Article XI of the Company's Bylaws provide
for  indemnification of certain agents to the maximum extent
permitted by the Delaware General Corporation Law.   Persons
covered  by  this indemnification provision include  current
and  former directors, officers, employees and other  agents
of  the Company, as well as persons who serve at the request
of  the  Company as directors, officers, employees or agents
of  any  other  enterprise.  The Company  has  entered  into
agreements with its directors and officers to indemnify such
persons  against  certain  liabilities.   The  Company  also
maintains  insurance for the benefit of  its  directors  and
officers insuring such persons against certain liabilities.

             EXEMPTION FROM REGISTRATION CLAIMED
                              
Not applicable.

                          EXHIBITS

Number    Description
4.1(1)    Amended  and Restated Certificate of Incorporation
          of Registrant.
          
4.2(1)    Amended and Restated Bylaws of Registrant.

4.2(1)    Specimen Stock Certificate.
          
5.1       Opinion of Cooley Godward LLP.
          
23.1      Consent of Deloitte & Touche LLP.
          
23.2      Consent of Cooley Godward LLP.  Reference is  made
          to Exhibit 5.1.
          
24.1      Power of Attorney.  Reference is made to Signature
          Page.
          
99.1      Form  of  Stock  Option outside  the  Amended  and
          Restated 1997 Stock Option Plan.
_______________

(1)  Filed  as  an  exhibit  to the  Form  S-1  Registration
     Statement (No. 333-26843), as amended through the  date
     hereof and incorporated herein by reference.
     
                        UNDERTAKINGS
                              
(d)  The undersigned registrant hereby undertakes:

      a.    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;

          ii.    To  reflect in the prospectus any facts  or
events  arising after the effective date of the registration
statement  (or  the  most  recent  post-effective  amendment
thereof)  which, individually or in the aggregate, represent
a  fundamental change in the information set  forth  in  the
registration statement.  Notwithstanding the foregoing,  any
increase or decrease in volume of securities offered (if the
total  dollar value of securities offered would  not  exceed
that which was registered) and any deviation from the low or
high  end  of  the estimated maximum offering range  may  be
reflected  in  the  form  of  prospectus  filed   with   the
Commission  pursuant  to Rule 424(b) (  230.424(b)  of  this
chapter)  if,  in the aggregate, the changes in  volume  and
price  represent no more than a 20% change  in  the  maximum
aggregate  offering price set forth in the  "Calculation  of
Registration   Fee"  table  in  the  effective  registration
statement.

          iii.      To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

           Provided,  however,  that paragraphs  (a)(i)  and
(a)(ii)  do  not apply if the registration statement  is  on
Form  S-3  or  Form S-8 and the information required  to  be
included  in a post-effective amendment by those  paragraphs
is  contained  in  periodic  reports  filed  by  the  issuer
pursuant to section 13 or section 15(d) of the Exchange  Act
that  are  incorporated  by reference  in  the  registration
statement.

     b.   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 herein, and the offering of  such
securities  at that time shall be deemed to be  the  initial
bona fide offering thereof.

      c.    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.

(e)   The undersigned registrant hereby undertakes that, for
purposes  of determining any liability under the  Securities
Act,  each filing of the registrant'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  the  Registration
Statement shall be deemed to be a new registration statement
relating  to the securities offered herein, and the offering
of  such securities at that time shall be deemed to  be  the
initial bona fide offering thereof.

(f)   Insofar  as  indemnification for  liabilities  arising
under  the  Securities  Act may be permitted  to  directors,
officers  and controlling persons of the registrant pursuant
to  the  foregoing provisions, or otherwise, the  registrant
has  been advised that in the opinion of the Securities  and
Exchange  Commission such indemnification is against  public
policy as expressed in the Securities 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 Securities Act and will be governed by  the
final adjudication of such issue.

                              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
EXHIBIT INDEX

Exhibit
Number    Description
4.1(1)    Amended   and  Restated  Certificate  of  Incorporation   of
          Registrant.
          
4.2(1)    Amended and Restated Bylaws of Registrant.

4.2(1)    Specimen Stock Certificate.
          
5.1       Opinion of Cooley Godward LLP.
          
23.1      Consent of Deloitte & Touche LLP.
          
23.2      Consent of Cooley Godward LLP.  Reference is made to Exhibit
          5.1.
          
24.1      Power of Attorney.  Reference is made to Signature Page.
          
99.1      Form  of Stock Option outside the Amended and Restated  1997
          Stock Option Plan.
_______________

(1)  Filed  as  an  exhibit  to  the Form S-1  Registration  Statement
     (No.:333-26843),  as  amended  through  the   date   hereof   and
     incorporated herein by reference.
     
                                                           Exhibit 5.1

                          [Cooley Letterhead]
                                   
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
240,000  shares  of  Common Stock issuable  outside  the  Amended  and
Restated 1997 Stock Option Plan.

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
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

                                                                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

                                                          Exhibit 99.1
                                                                      
                       NONSTATUTORY STOCK OPTION
                                   

[________________], Optionee:

      Sigma  Circuits, Inc. (the "Company"), has this day  granted  to
you,  the  Optionee named above, an Option to purchase shares  of  the
common  stock of the Company ("Shares").  This Option is not  intended
to  qualify  and  will not be treated as an "incentive  stock  Option"
within  the  meaning of Section 422 of the Internal  Revenue  Code  of
1986, as amended (the "Code").

      The  grant hereunder is subject to all of the provisions of  the
Sigma  Circuits,  Inc.  1997 Nonstatutory Stock  Option  Supplementary
Terms  and  Conditions dated October 9, 1997 (the "Option  Terms"),  a
copy of which is attached hereto, and its provisions are hereby made a
part of this Option.

     The details of your Option are as follows:

     1.    The  total  number  of Shares subject  to  this  Option  is
[_____________].   The date that the vesting period  begins  for  this
Option  is  October 9, 1997 (the "Vesting Period Commencement  Date").
Subject  to the limitations contained herein, fifty percent  (50%)  of
the  total number of Shares subject to this Option shall become vested
and exercisable on October 9, 2000, which is three (3) years after the
Vesting  Period  Commencement Date, and the  remaining  fifty  percent
(50%) will become vested and exercisable on October 9, 2001, which  is
four  (4)  years  after  the Vesting Period Commencement  Date,  until
either  (i)  you  cease to provide services for the  Company  for  any
reason or (ii) this Option becomes fully vested.

     2.  (a)  The exercise price of this Option is Eight and 875/1000
Dollars ($8.875) per Share, being the fair market value of a Share on
the date of grant of this Option.
        
         (b)  Payment of the exercise price per  Share is due  in full 
upon exercise of all or any part of each installment which has accrued  
to you.  You may elect, to the extent permitted by applicable statutes
and  regulations, to make payment of the exercise price under  one  of
the following alternatives:

               (i)   Payment of the  exercise  price per Share in cash 
(including check) at the time of exercise;

               (ii)  Payment pursuant  to  a  program  developed under 
Regulation T as promulgated by the Federal Reserve Board which results 
in the receipt of cash (or check) by the Company prior to the issuance 
of the Shares;

               (iii) Provided  that  at  the  time  of  exercise   the 
Company's common stock  is publicly traded and quoted regularly in the 
Wall Street Journal, payment by delivery  of already-owned Shares held 
for the period required  to  avoid a  charge to the Company's reported 
earnings, and owned  free and clear of any liens, claims, encumbrances 
or security  interests, which common stock shall be valued at its fair
market value on the date of exercise; or
               
               (iv)  Payment by a combination of the methods of payment 
permitted by subparagraph 2(b)(i) through 2(b)(iii) above.

     3. This Option may not be exercised for any number of Shares which
would require the issuance of anything other than whole Shares.

     4. Notwithstanding anything to the contrary contained herein, this
Option  may  not  be exercised unless the Shares issuable upon exercise
of this Option are  then registered  under the  Securities Act of 1933,
as  amended (the "Securities Act"), or, if such  Shares are not then so
registered, the Company  has determined that such exercise and issuance
would be exempt from the  registration requirements  of  the Securities
Act.

     5. The  term  of  this Option  commences on  the date  hereof and, 
unless sooner terminated as  set forth herein, terminates on October 9, 
2007.  In no event may this Option be exercised on or after the date on 
which it terminates.This Option shall terminate prior to the expiration 
of its term as follows:  three (3) months after the termination of your
Continuous  Service  (as defined in the Option Terms) for any reason or
for no reason unless:

          (a)  such termination of employment is due to your disability 
(as  defined  in the  Option Terms) in  which  event  the  Option shall 
terminate on  the  earlier  of the  termination date set forth above or 
twelve (12) months following such termination of employment; or

          (b)  such  termination of employment is due to your death, in 
which event the Option shall terminate on the earlier of the termination
date set forth above or eighteen (18) months after your death; or

          (c)  during any part of such three (3) month period the Option 
is not exercisable solely because of the condition set forth in paragraph 
4 above, in which event the Option shall not terminate until the earlier
of the  termination  date  set  forth  above or until it shall have been
exercisable for an aggregate period of three (3) months after the
termination of employment.

           However, this Option may be exercised following termination
of  your  Continuous Service only as to that number of  Shares  as  to
which it was exercisable on the date of termination of your Continuous
Service under the provisions of paragraph 1 of this Option.

     6.  (a)  This  Option  may  be exercised, to the extent specified 
above, by  delivering a notice  of exercise (in a form  designated  by  
the Company) together with the exercise price to the Secretary of  the
Company, or to such other person as the Company may designate,  during
regular business hours, together with such additional documents as the
Company  may then require pursuant to subparagraph 8(d) of the  Option
Terms.

        (b)  You and the Company may agree  that  you  may satisfy any 
federal, state  or  local  tax  withholding obligation relating to the 
exercise  or  acquisition  of  Shares  under this Option by any of the 
following  means  or  by  a combination of such means: (i) tendering a 
cash payment, (ii) authorizing the Company to withhold Shares from the 
Shares  otherwise  issuable  to you as  a  result  of  the exercise or 
acquisition of  Shares under this  Option  or  (iii) delivering to the  
Company  owned and unencumbered  Shares, including  by  delivering  to  
the  Company  an  attestation  of  ownership of owned and unencumbered 
Shares in a  form approved  by the Company.  By exercising this Option 
you  hereby  agree  that  the  Company  may  require  you  to enter an 
arrangement  providing for the  cash  payment  by  you  to the Company  
of  any  tax  withholding obligation  of the Company arising by reason 
of the exercise  of  this Option, the lapse of any substantial risk of 
forfeiture to which  the Shares  are  subject  at the time of exercise 
or  the  disposition  of Shares acquired upon such exercise.

     7. This Option is not transferable, except by will or by the laws 
of descent  and distribution or pursuant to a domestic relations order  
as defined in the Code  or Title I of the Employee  Retirement  Income
Security  Act, and is exercisable during your life only by  you  or  a
transferee  pursuant  to a domestic relations  order.   By  delivering
written  notice to the Company, in a form satisfactory to the Company,
you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise this Option.

     8.  This Option is not an employment contract, and nothing in this
Option  shall be  deemed to create in any way whatsoever any obligation
on your  part to  continue  in the employ of the Company or on the part
of the Company  to  continue  your employment with the Company.  In the
event  that  this  Option  is  granted  to  you  in connection with the
performance  of  services  as  a  consultant, references to employment,
employee and  similar terms shall be  deemed to include the performance
of services  as  a  consultant, provided, however, that no rights as an
employee shall arise by reason of the use of such terms.

     9.  Any notices  provided  for in  this Option or the Option Terms 
shall be  given  in  writing and shall be deemed effectively given upon 
receipt or,in the case of notices delivered by the Company to you, five 
(5) days  after  deposit  in  the  United States mail, postage prepaid,
addressed  to  you  at  the  address  specified  below or at such other 
address as you hereafter designate by written notice to the Company.

     10.  This  Option  is  further  subject  to  all  interpretations,
amendments, rules  and  regulations  which may   from  time  to time be
promulgated and adopted pursuant to the Option Terms.
 
     11.  The   provisions  of  this  Option  will be held in strictest
confidence by  you  and  the  Company  and  shall  not be publicized or
disclosed in any manner whatsoever; provided,  however,  that:  (a) you
may disclose this Option to your immediate family; (b) the  parties may
disclose this Option  in  confidence  to  their  respective  attorneys,
accountants, auditors,  tax  preparers, and financial advisors; (c) the
Company may disclose  this  Option  as necessary to fulfill standard or
legally required corporate reporting  or  disclosure requirements;  and
(d) the parties may disclose this Option  insofar  as  such  disclosure
may be necessary to enforce its terms or  as otherwise required by law.
In particular,  and  without  limitation, you agree not to disclose the
provisions of this Option to any current or former Company employee or
other personnel.

     Dated [_______________].