As filed with the Securities and Exchange Commission on January 16, 1998
                          Registration No. 333- ______

 ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                      ------------------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              ILC TECHNOLOGY, INC.
               (Exact name of issuer as specified in its charter)

                              California 94-1655721
          (State of Incorporation) (I.R.S. Employer Identification No.)

                   399 Java Drive, Sunnyvale, California 94089
           (Address of Principal Executive Office Including Zip Code)

                              ILC TECHNOLOGY, INC.
                             1992 STOCK OPTION PLAN
                        1985 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              Henry C. Baumgartner
                      Chairman and Chief Executive Officer
                      ILC Technology, Inc., 399 Java Drive
                           Sunnyvale, California 94089
                                 (408) 745-7900
            (Name, address and telephone number of agent for service)

                                    Copy to:
                            KATHERINE TALLMAN SCHUDA
                                 FENWICK & WEST
                              Two Palo Alto Square
                               Palo Alto, CA 94306

-------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                     Proposed       Proposed
                                     Maximum        Maximum
Title of               Amount        Offering       Aggregate
Securities to          to be         Price per      Offering       Amount of
Be Registered          Registered    Share (1)      Price      Registration Fee
-------------------------------------------------------------------------------

Common Stock           225,000       $14.375        $3,234,375     $954.14

-------------------------------------------------------------------------------

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rules 457(h) and 457(c) under the  Securities  Act of 1933
     and based upon an average of the high and low prices reported on the Nasdaq
     National Market on January 13, 1998.



<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
        -----------------------------------------------

     There are hereby  incorporated by reference in this Registration  Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:

     1.   The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          September  27, 1997,  filed  pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "Exchange Act");

     2.   The  description  of  the  Company's  Common  Stock  contained  in the
          Company's Registration Statement on Form 8-A filed with the Commission
          on November 25, 1983 under  Section 12 of the Exchange Act, as amended
          by Form 8 filed February 3, 1987; and

     3.   The  description  of  the  Company's   Common  Share  Purchase  Rights
          contained in the  Company's  Registration  Statement on Form 8-A filed
          with the  Commission  on  October  2,  1989  under  Section  12 of the
          Exchange Act, as amended by Form 8-A/A dated February 25, 1997.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.


Item 4. DESCRIPTION OF SECURITIES
        -------------------------

        Not applicable.


Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
        --------------------------------------

        None.


Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
        ------------------------------------------

     The  Company  has  adopted   provisions   in  its   Restated   Articles  of
Incorporation  that limit the  liability of its  directors.  As permitted by the
California General  Corporation Law, directors will not be liable to the Company
for monetary damages arising from a breach of their fiduciary duty as directors,
in certain  circumstances.  Such  limitation  does not affect  liability for any
breach of a director's duty to the Company or its  shareholders (i) with respect
to approval by a director of any  transaction  from which he derives an improper
personal benefit, (ii) with respect to acts or omissions that involve an absence
of good faith,  that a director believes to be contrary to the best interests of
the  Company or its  shareholders,  that  involve  intentional  misconduct  or a
knowing and culpable  violation of law, that constitute an unexcused  pattern of
inattention that amounts to an abdication of a director's duty to the Company or
its shareholders, or that show a reckless disregard for a director's duty to the
Company or its  shareholders in circumstances in which a director was, or should
have been,  aware, in the ordinary course of performing his duties, of a risk of
serious  injury  to  the  Company  or  its  shareholders,   or  (iii)  based  on
transactions  between the Company and its directors or another  corporation with
interrelated directors or on improper  distributions,  loans or guarantees under
applicable  sections of the California General  Corporation Law. Such limitation
of liability also does not affect the availability of equitable remedies such as
injunctive relief or rescission.

     The Company's Bylaws provide that the Company shall indemnify its directors
and executive officers to the full extent permitted by California law, including
circumstances  in  which   indemnification  is  otherwise   discretionary  under
California  law. The Company has entered into  indemnification  agreements  with
each of its executive officers and  directors, which  may require  the  Company,



<PAGE>



among other things,  to indemnify its directors and executive  officers  against
certain  liabilities  that may  arise by reason of their  status or  service  as
directors or executive  officers  (other than  liabilities  arising from willful
misconduct of a culpable nature), to advance their expenses incurred as a result
of any  proceeding  against them as to which they could be  indemnified,  and to
obtain  directors' and officers'  insurance if available on reasonable terms. In
addition, the Company has director and officer liability insurance.

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


Item 7. EXEMPTION FROM REGISTRATION CLAIMED
        -----------------------------------

         Not applicable.


Item 8. EXHIBITS
        --------


EXHIBIT NO.         DESCRIPTION

4.1* Restated Articles of Incorporation filed March 8, 1991 (previously filed as
     Exhibit  3.1 to  Annual  Report  on Form  10-K for the  fiscal  year  ended
     September 28, 1991, File No. 0-11360)

4.2* Amended and Restated  Bylaws as of November 21, 1996  (previously  filed as
     Exhibit  3.2 to  Annual  Report  on Form  10-K for the  fiscal  year  ended
     September 28, 1996, File No. 0-11360)

4.3* Rights  Agreement  between the Company and Security  Pacific  National Bank
     dated as of September  29, 1989  (previously  filed as Exhibit 2 to Current
     Report on Form 8-K dated September 29, 1989)

4.4* First  Amendment to Rights  Agreement  between the Company and  ChaseMellon
     Shareholder  Services,  L.L.C.  dated as of February  25, 1997  (previously
     filed as Exhibit 2 to Current Report on Form 8-K dated February 25, 1997)

4.5* 1992 Stock Option Plan,  as amended,  and related form of Option  Agreement
     (previously  filed as  Exhibit  10.4 to Annual  Report on Form 10-K for the
     fiscal year ended September 27, 1997, File No. 0-11360)

5.1  Opinion of Fenwick & West LLP

23.1 Consent of Counsel (included in Exhibit 5.1)

23.2 Consent of Arthur Andersen LLP

24.1 Power of Attorney (See page II-5)


---------------------------

*    These exhibits were  previously  filed with the Commission as indicated and
     are incorporated herein by reference.



<PAGE>









Item 9. UNDERTAKINGS
        ------------

          The undersigned registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to this registration statement:

     (a)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (b)  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  thereto)  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) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          registration statement;

     (c)  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  (1)(a) and (1)(b) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

(4)  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.

(5)  To deliver or cause to be delivered with the prospectus,  to each person to
     whom the prospectus is sent or given,  the latest annual report to security
     holders that is  incorporated  by reference in the prospectus and furnished
     pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3 under
     the  Securities   Exchange  Act  of  1934;  and,  where  interim  financial
     information  required to be presented by Article 3 of Regulation S-X is not
     set forth in the prospectus,  to deliver,  or cause to be delivered to each
     person to whom the prospectus is sent or given, the latest quarterly report
     that is specifically incorporated by reference in the prospectus to provide
     such interim financial information.

(6)  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  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim  for indemnification against such liabilities (other than the payment




<PAGE>



by the  registrant  of  expenses  incurred  or paid by a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
ILC Technology,  Inc.,  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 Sunnyvale,  State of California, on January 16,
1998.

                                   ILC TECHNOLOGY, INC.


                                   By: /S/ HENRY C. BAUMGARTNER
                                   ----------------------------
                                        Henry C. Baumgartner
                                        Chief Executive Officer




<PAGE>









                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Henry C.
Baumgartner  and  Ronald E.  Fredianelli  and each of them,  his true and lawful
attorneys-in-fact  and agents, each with the power of substitution,  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 exhibits  thereto and other  documents in connection
therewith,  with  the  Securities  and  Exchange  Commission,  granting  to 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 either of them,  or their or his  substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

Signature                         Title                     Date
---------                         -----                     ----

/S/ HENRY C. BAUMGARTNER          Chairman of the Board     January 16, 1998
------------------------          and Chief Executive
Henry C. Baumgartner              Officer and Director   



/S/ RONALD E. FREDIANELLI         Chief Financial Officer   January 16, 1998
------------------------          (Principal Financial
Ronald E. Fredianelli             and Accounting Officer)



/S/ RICHARD D. CAPRA              President and Chief       January 16, 1998
---------------------             Operating Officer and
Richard D. Capra                  Director



/S/ HARRISON A. AUGUR             Director                  January 16, 1998
---------------------
Harrison A. Augur



/S/ ARTHUR L. SCHAWLOW            Director                  January 16, 1998
----------------------
Arthur L. Schawlow



______________________            Director                  January   , 1998
George B. Clairmont





<PAGE>








                                INDEX TO EXHIBITS


Exhibit Number                  Exhibit
--------------                  -------

4.1* Restated Articles of Incorporation filed March 8, 1991 (previously filed as
     Exhibit  3.1 to  Annual  Report  on Form  10-K for the  fiscal  year  ended
     September 28, 1991, File No. 0-11360)

4.2* Amended and Restated  Bylaws as of November 21, 1996  (previously  filed as
     Exhibit  3.2 to  Annual  Report  on Form  10-K for the  fiscal  year  ended
     September 28, 1996, File No. 0-11360)

4.3* Rights  Agreement  between the Company and Security  Pacific  National Bank
     dated as of September  29, 1989  (previously  filed as Exhibit 2 to Current
     Report on Form 8-K dated September 29, 1989)

4.4* First  Amendment to Rights  Agreement  between the Company and  ChaseMellon
     Shareholder  Services,  L.L.C.  dated as of February  25, 1997  (previously
     filed as Exhibit 2 to Current Report on Form 8-K dated February 25, 1997)

4.5* 1992 Stock Option Plan,  as amended,  and related form of Option  Agreement
     (previously  filed as  Exhibit  10.4 to Annual  Report on Form 10-K for the
     fiscal year ended September 27, 1997, File No. 0-11360)

5.1  Opinion of Fenwick & West LLP

23.1 Consent of Counsel (included in Exhibit 5.1)

23.2 Consent of Arthur Andersen LLP

24.1 Power of Attorney (See page II-5)

-----------------------------

*    These exhibits were  previously  filed with the Commission as indicated and
     are incorporated herein by reference.


<PAGE>


                                  EXHIBIT 5.1





January 16, 1998




ILC Technology, Inc.
399 Java Drive
Sunnyvale, CA 94089

Gentlemen:

     At your request, we have examined the Registration Statement on Form S-8 to
be filed by you with the Securities and Exchange  Commission (the  "Commission")
on January  16,  1998 (the  "Registration  Statement")  in  connection  with the
registration under the Securities Act of 1933, as amended, of an aggregate of up
to 225,000  shares of your Common  Stock (the  "Stock"),  of which up to 175,000
shares are reserved  for issuance  upon the exercise of options to be granted by
you pursuant to your 1992 Stock Option Plan (the "Option Plan") and up to 50,000
shares are reserved for issuance  pursuant to your 1985 Employee  Stock Purchase
Plan (the "Purchase Plan" and collectively with the Option Plan, the "Plans.").

     In rendering this opinion, we have examined the following:


(1)  the  Registration  Statement,  together  with the exhibits  filed as a part
     thereof;

(2)  the prospectus prepared in connection with the Registration Statement;

(3)  the  Plans  and  related  forms  of Stock  Option  Agreement  and  Exercise
     Agreement;

(4)  the minutes of the meeting of the  shareholders  held on February  12, 1997
     and the minutes of the meeting of the Board of  Directors  held on November
     21, 1996 relating to the Plans and the Registration Statement that you have
     provided to us;

(5)  the Company's Restated Articles of Incorporation  filed with the California
     Secretary of State on March 8, 1991,  and  incorporated  by reference as an
     exhibit to the  Company's  Annual  Report on Form 10-K for the fiscal  year
     ended September 28, 1996 (the "1996 10-K");

(6)  the Company's  Bylaws,  as amended through  November 21, 1996,  filed as an
     exhibit to the 1996 10-K; and

(7)  a Management  Certificate  addressed to us and dated of even date  herewith
     executed by the Company containing certain factual representations.

     In our  examination  of  documents  for purposes of this  opinion,  we have
assumed,  and express no opinion as to, the  genuineness  of all  signatures  on
original  documents,  the  authenticity  of  all  documents  submitted  to us as




<PAGE>



ILC Technology, Inc.
January 16, 1998
Page 2


originals,  the  conformity  to  originals of all  documents  submitted to us as
copies,  the lack of any  undisclosed  terminations,  modifications,  waivers or
amendments to any documents reviewed by us and the due execution and delivery of
all  documents  where  due  execution  and  delivery  are  prerequisites  to the
effectiveness  thereof.  We have  confirmed the continued  effectiveness  of the
Company's  registration under the Securities Exchange Act of 1934 by a telephone
call to the offices of the Securities and Exchange Commission.

     As to matters of fact relevant to this opinion,  we have relied solely upon
our examination of the documents  referred to above and have assumed the current
accuracy and completeness of the information  included in the documents referred
to above. We have made no independent  investigation  or other attempt to verify
the  accuracy  of any of such  information  or to  determine  the  existence  or
non-existence  of any other factual  matters;  HOWEVER,  we are not aware of any
facts that would lead us to believe  that the  opinion  expressed  herein is not
accurate.

     Based upon the  foregoing,  it is our opinion that the up to 175,000 shares
of your Common Stock that are reserved for issuance upon the exercise of options
granted by you  pursuant  to your  Option  Plan and up to 50,000  shares of your
Common Stock that are reserved for issuance pursuant to your Purchase Plan, when
issued  and  sold in the  manner  referred  to in the  applicable  Plan  and the
Prospectus, will be validly issued, fully paid and nonassessable.

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

     This opinion speaks only as of its date and is intended solely for your use
as an exhibit to the Registration Statement for the purpose of the above sale of
the Stock and is not to be relied upon for any other purpose.

Very truly yours,



FENWICK & WEST LLP






<PAGE>






                                  EXHIBIT 23.2









                       CONSENT OF INDEPENDENT ACCOUNTANTS





     As independent public  accountants,  we hereby consent to the incorporation
by reference in this registration statement of our report dated December 1, 1997
included in ILC  Technology,  Inc.'s Form 10-K for the year ended  September 27,
1997.





                                             ARTHUR ANDERSEN LLP





San Jose, California

January 16, 1998
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 24308}]
{"company-data": {"conformed-name": "ILC TECHNOLOGY INC", "cik": "0000719625", "assigned-sic": "3640", "irs-number": "941655721", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44395", "film-number": "98508338"}, "business-address": {"street1": "399 JAVA DR", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087457900"}, "mail-address": {"street1": "399 JAVA DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
As filed with the Securities and Exchange Commission on January 16, 1998
                          Registration No. 333- ______

 ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                      ------------------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              ILC TECHNOLOGY, INC.
               (Exact name of issuer as specified in its charter)

                              California 94-1655721
          (State of Incorporation) (I.R.S. Employer Identification No.)

                   399 Java Drive, Sunnyvale, California 94089
           (Address of Principal Executive Office Including Zip Code)

                              ILC TECHNOLOGY, INC.
                             1992 STOCK OPTION PLAN
                        1985 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                              Henry C. Baumgartner
                      Chairman and Chief Executive Officer
                      ILC Technology, Inc., 399 Java Drive
                           Sunnyvale, California 94089
                                 (408) 745-7900
            (Name, address and telephone number of agent for service)

                                    Copy to:
                            KATHERINE TALLMAN SCHUDA
                                 FENWICK & WEST
                              Two Palo Alto Square
                               Palo Alto, CA 94306

-------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                     Proposed       Proposed
                                     Maximum        Maximum
Title of               Amount        Offering       Aggregate
Securities to          to be         Price per      Offering       Amount of
Be Registered          Registered    Share (1)      Price      Registration Fee
-------------------------------------------------------------------------------

Common Stock           225,000       $14.375        $3,234,375     $954.14

-------------------------------------------------------------------------------

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rules 457(h) and 457(c) under the  Securities  Act of 1933
     and based upon an average of the high and low prices reported on the Nasdaq
     National Market on January 13, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
        -----------------------------------------------

     There are hereby  incorporated by reference in this Registration  Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:

     1.   The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          September  27, 1997,  filed  pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "Exchange Act");

     2.   The  description  of  the  Company's  Common  Stock  contained  in the
          Company's Registration Statement on Form 8-A filed with the Commission
          on November 25, 1983 under  Section 12 of the Exchange Act, as amended
          by Form 8 filed February 3, 1987; and

     3.   The  description  of  the  Company's   Common  Share  Purchase  Rights
          contained in the  Company's  Registration  Statement on Form 8-A filed
          with the  Commission  on  October  2,  1989  under  Section  12 of the
          Exchange Act, as amended by Form 8-A/A dated February 25, 1997.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4. DESCRIPTION OF SECURITIES
        -------------------------

        Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
        --------------------------------------

        None.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
        ------------------------------------------

     The  Company  has  adopted   provisions   in  its   Restated   Articles  of
Incorporation  that limit the  liability of its  directors.  As permitted by the
California General  Corporation Law, directors will not be liable to the Company
for monetary damages arising from a breach of their fiduciary duty as directors,
in certain  circumstances.  Such  limitation  does not affect  liability for any
breach of a director's duty to the Company or its  shareholders (i) with respect
to approval by a director of any  transaction  from which he derives an improper
personal benefit, (ii) with respect to acts or omissions that involve an absence
of good faith,  that a director believes to be contrary to the best interests of
the  Company or its  shareholders,  that  involve  intentional  misconduct  or a
knowing and culpable  violation of law, that constitute an unexcused  pattern of
inattention that amounts to an abdication of a director's duty to the Company or
its shareholders, or that show a reckless disregard for a director's duty to the
Company or its  shareholders in circumstances in which a director was, or should
have been,  aware, in the ordinary course of performing his duties, of a risk of
serious  injury  to  the  Company  or  its  shareholders,   or  (iii)  based  on
transactions  between the Company and its directors or another  corporation with
interrelated directors or on improper  distributions,  loans or guarantees under
applicable  sections of the California General  Corporation Law. Such limitation
of liability also does not affect the availability of equitable remedies such as
injunctive relief or rescission.

     The Company's Bylaws provide that the Company shall indemnify its directors
and executive officers to the full extent permitted by California law, including
circumstances  in  which   indemnification  is  otherwise   discretionary  under
California  law. The Company has entered into  indemnification  agreements  with
each of its executive officers and  directors, which  may require  the  Company,
among other things,  to indemnify its directors and executive  officers  against
certain  liabilities  that may  arise by reason of their  status or  service  as
directors or executive  officers  (other than  liabilities  arising from willful
misconduct of a culpable nature), to advance their expenses incurred as a result
of any  proceeding  against them as to which they could be  indemnified,  and to
obtain  directors' and officers'  insurance if available on reasonable terms. In
addition, the Company has director and officer liability insurance.

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

Item 7. EXEMPTION FROM REGISTRATION CLAIMED
        -----------------------------------

         Not applicable.

Item 8. EXHIBITS
        --------

EXHIBIT NO.         DESCRIPTION

4.1* Restated Articles of Incorporation filed March 8, 1991 (previously filed as
     Exhibit  3.1 to  Annual  Report  on Form  10-K for the  fiscal  year  ended
     September 28, 1991, File No. 0-11360)

4.2* Amended and Restated  Bylaws as of November 21, 1996  (previously  filed as
     Exhibit  3.2 to  Annual  Report  on Form  10-K for the  fiscal  year  ended
     September 28, 1996, File No. 0-11360)

4.3* Rights  Agreement  between the Company and Security  Pacific  National Bank
     dated as of September  29, 1989  (previously  filed as Exhibit 2 to Current
     Report on Form 8-K dated September 29, 1989)

4.4* First  Amendment to Rights  Agreement  between the Company and  ChaseMellon
     Shareholder  Services,  L.L.C.  dated as of February  25, 1997  (previously
     filed as Exhibit 2 to Current Report on Form 8-K dated February 25, 1997)

4.5* 1992 Stock Option Plan,  as amended,  and related form of Option  Agreement
     (previously  filed as  Exhibit  10.4 to Annual  Report on Form 10-K for the
     fiscal year ended September 27, 1997, File No. 0-11360)

5.1  Opinion of Fenwick & West LLP

23.1 Consent of Counsel (included in Exhibit 5.1)

23.2 Consent of Arthur Andersen LLP

24.1 Power of Attorney (See page II-5)

---------------------------

*    These exhibits were  previously  filed with the Commission as indicated and
     are incorporated herein by reference.
Item 9. UNDERTAKINGS
        ------------

          The undersigned registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to this registration statement:

     (a)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (b)  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  thereto)  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) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          registration statement;

     (c)  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  (1)(a) and (1)(b) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

(4)  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.

(5)  To deliver or cause to be delivered with the prospectus,  to each person to
     whom the prospectus is sent or given,  the latest annual report to security
     holders that is  incorporated  by reference in the prospectus and furnished
     pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3 under
     the  Securities   Exchange  Act  of  1934;  and,  where  interim  financial
     information  required to be presented by Article 3 of Regulation S-X is not
     set forth in the prospectus,  to deliver,  or cause to be delivered to each
     person to whom the prospectus is sent or given, the latest quarterly report
     that is specifically incorporated by reference in the prospectus to provide
     such interim financial information.

(6)  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  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim  for indemnification against such liabilities (other than the payment
by the  registrant  of  expenses  incurred  or paid by a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
ILC Technology,  Inc.,  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 Sunnyvale,  State of California, on January 16,
1998.

                                   ILC TECHNOLOGY, INC.

                                   By: /S/ HENRY C. BAUMGARTNER
                                   ----------------------------
                                        Henry C. Baumgartner
                                        Chief Executive Officer
POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Henry C.
Baumgartner  and  Ronald E.  Fredianelli  and each of them,  his true and lawful
attorneys-in-fact  and agents, each with the power of substitution,  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 exhibits  thereto and other  documents in connection
therewith,  with  the  Securities  and  Exchange  Commission,  granting  to 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 either of them,  or their or his  substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

Signature                         Title                     Date
---------                         -----                     ----

/S/ HENRY C. BAUMGARTNER          Chairman of the Board     January 16, 1998
------------------------          and Chief Executive
Henry C. Baumgartner              Officer and Director   

/S/ RONALD E. FREDIANELLI         Chief Financial Officer   January 16, 1998
------------------------          (Principal Financial
Ronald E. Fredianelli             and Accounting Officer)

/S/ RICHARD D. CAPRA              President and Chief       January 16, 1998
---------------------             Operating Officer and
Richard D. Capra                  Director

/S/ HARRISON A. AUGUR             Director                  January 16, 1998
---------------------
Harrison A. Augur

/S/ ARTHUR L. SCHAWLOW            Director                  January 16, 1998
----------------------
Arthur L. Schawlow

______________________            Director                  January   , 1998
George B. Clairmont
INDEX TO EXHIBITS

Exhibit Number                  Exhibit
--------------                  -------

4.1* Restated Articles of Incorporation filed March 8, 1991 (previously filed as
     Exhibit  3.1 to  Annual  Report  on Form  10-K for the  fiscal  year  ended
     September 28, 1991, File No. 0-11360)

4.2* Amended and Restated  Bylaws as of November 21, 1996  (previously  filed as
     Exhibit  3.2 to  Annual  Report  on Form  10-K for the  fiscal  year  ended
     September 28, 1996, File No. 0-11360)

4.3* Rights  Agreement  between the Company and Security  Pacific  National Bank
     dated as of September  29, 1989  (previously  filed as Exhibit 2 to Current
     Report on Form 8-K dated September 29, 1989)

4.4* First  Amendment to Rights  Agreement  between the Company and  ChaseMellon
     Shareholder  Services,  L.L.C.  dated as of February  25, 1997  (previously
     filed as Exhibit 2 to Current Report on Form 8-K dated February 25, 1997)

4.5* 1992 Stock Option Plan,  as amended,  and related form of Option  Agreement
     (previously  filed as  Exhibit  10.4 to Annual  Report on Form 10-K for the
     fiscal year ended September 27, 1997, File No. 0-11360)

5.1  Opinion of Fenwick & West LLP

23.1 Consent of Counsel (included in Exhibit 5.1)

23.2 Consent of Arthur Andersen LLP

24.1 Power of Attorney (See page II-5)

-----------------------------

*    These exhibits were  previously  filed with the Commission as indicated and
     are incorporated herein by reference.
EXHIBIT 5.1

January 16, 1998

ILC Technology, Inc.
399 Java Drive
Sunnyvale, CA 94089

Gentlemen:

     At your request, we have examined the Registration Statement on Form S-8 to
be filed by you with the Securities and Exchange  Commission (the  "Commission")
on January  16,  1998 (the  "Registration  Statement")  in  connection  with the
registration under the Securities Act of 1933, as amended, of an aggregate of up
to 225,000  shares of your Common  Stock (the  "Stock"),  of which up to 175,000
shares are reserved  for issuance  upon the exercise of options to be granted by
you pursuant to your 1992 Stock Option Plan (the "Option Plan") and up to 50,000
shares are reserved for issuance  pursuant to your 1985 Employee  Stock Purchase
Plan (the "Purchase Plan" and collectively with the Option Plan, the "Plans.").

     In rendering this opinion, we have examined the following:

(1)  the  Registration  Statement,  together  with the exhibits  filed as a part
     thereof;

(2)  the prospectus prepared in connection with the Registration Statement;

(3)  the  Plans  and  related  forms  of Stock  Option  Agreement  and  Exercise
     Agreement;

(4)  the minutes of the meeting of the  shareholders  held on February  12, 1997
     and the minutes of the meeting of the Board of  Directors  held on November
     21, 1996 relating to the Plans and the Registration Statement that you have
     provided to us;

(5)  the Company's Restated Articles of Incorporation  filed with the California
     Secretary of State on March 8, 1991,  and  incorporated  by reference as an
     exhibit to the  Company's  Annual  Report on Form 10-K for the fiscal  year
     ended September 28, 1996 (the "1996 10-K");

(6)  the Company's  Bylaws,  as amended through  November 21, 1996,  filed as an
     exhibit to the 1996 10-K; and

(7)  a Management  Certificate  addressed to us and dated of even date  herewith
     executed by the Company containing certain factual representations.

     In our  examination  of  documents  for purposes of this  opinion,  we have
assumed,  and express no opinion as to, the  genuineness  of all  signatures  on
original  documents,  the  authenticity  of  all  documents  submitted  to us as
ILC Technology, Inc.
January 16, 1998
Page 2

originals,  the  conformity  to  originals of all  documents  submitted to us as
copies,  the lack of any  undisclosed  terminations,  modifications,  waivers or
amendments to any documents reviewed by us and the due execution and delivery of
all  documents  where  due  execution  and  delivery  are  prerequisites  to the
effectiveness  thereof.  We have  confirmed the continued  effectiveness  of the
Company's  registration under the Securities Exchange Act of 1934 by a telephone
call to the offices of the Securities and Exchange Commission.

     As to matters of fact relevant to this opinion,  we have relied solely upon
our examination of the documents  referred to above and have assumed the current
accuracy and completeness of the information  included in the documents referred
to above. We have made no independent  investigation  or other attempt to verify
the  accuracy  of any of such  information  or to  determine  the  existence  or
non-existence  of any other factual  matters;  HOWEVER,  we are not aware of any
facts that would lead us to believe  that the  opinion  expressed  herein is not
accurate.

     Based upon the  foregoing,  it is our opinion that the up to 175,000 shares
of your Common Stock that are reserved for issuance upon the exercise of options
granted by you  pursuant  to your  Option  Plan and up to 50,000  shares of your
Common Stock that are reserved for issuance pursuant to your Purchase Plan, when
issued  and  sold in the  manner  referred  to in the  applicable  Plan  and the
Prospectus, will be validly issued, fully paid and nonassessable.

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

     This opinion speaks only as of its date and is intended solely for your use
as an exhibit to the Registration Statement for the purpose of the above sale of
the Stock and is not to be relied upon for any other purpose.

Very truly yours,

FENWICK & WEST LLP
EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference in this registration statement of our report dated December 1, 1997
included in ILC  Technology,  Inc.'s Form 10-K for the year ended  September 27,
1997.

                                             ARTHUR ANDERSEN LLP

San Jose, California

January 16, 1998