As filed with the Securities and Exchange Commission on February 16, 1996 
Registration No. 33- ______
_______________________________________________________________________________

                       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
                            (Full title of the plan)

                              Henry C. Baumgartner
                      President 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 T. TALLMAN
                                 FENWICK & WEST
                              Two Palo Alto Square
                               Palo Alto, CA 94306

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

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

Common Stock      200,000     $   9.50     $1,900,000         $   655.17

                                                 -------

(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 February 12, 1996.

<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 year ended September
          30, 1995;

     2.   The Company's Quarterly Report on Form 10-Q for the quarter ended 
          December 31, 1995;

     3.   The  Company's  definitive  Proxy  Statement  dated  January 2, 1996,
          in connection  with the  Annual  Meeting of  Shareholders  of the 
          Company  held on February 14, 1996;

     4.   The description of the Company's Common Stock contained in its 
          Registration Statement on Form 8-A filed on November 25, 1983, as 
          amended by Form 8 filed February 3, 1987; and

     5.   The description of the Company's Rights which is contained in a 
          Registration Statement on Form 8-A filed on October 2, 1989.

 
     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

                                      II-1
<PAGE>


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 February 8, 1989 (previously 
               filed as Exhibit 3.2 to Annual Report on Form 10-K for the fiscal
               year ended September 28, 1991, 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 2.1 to Current Report on Form 8-K dated September 19, 
               1989)

5.1            Opinion of Fenwick & West

21.1*          Subsidiaries of the Company, all of which are eligible to 
               participate in the Plan (previously filed as Exhibit 21.1 to 
               Annual Report on Form 10-K for the fiscal year ended October 1,
               1994, File No. 0-11360)

23.1           Consent of Counsel (included in Exhibit 5.1)

23.2           Consent of Arthur Andersen LLP (See page II-6)

24.1           Power of Attorney (See page II-4)

___________________________

*              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:

                                      II-2

<PAGE>


(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;
 
(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 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 are 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.


                                      II-3

<PAGE>

                                   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 February 14,
1996.

                              ILC TECHNOLOGY, INC. 


                              By: /s/ Henry C. Baumgartner
                              ____________________________
                              Henry C. Baumgartner, President
                              and 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      President, Chief Executive    February 14, 1996
________________________      Officer and Director 
Henry C. Baumgartner          (Principal Executive
                              Officer and Director)
 
                    
/s/ Ronald E. Fredianelli     Chief Financial Officer       February 14, 1996
_________________________     (Principal Financial and              
Ronald E. Fredianelli         Accounting Officer)
               

/s/ Wirt D. Walker, III       Chairman of the Board         February 14, 1996
_______________________       (Director) 
Wirt D. Walker, III


/s/ Harrison A. Augur         Director                      February 14, 1996
_____________________
Harrison A. Augur


/s/ Arthur L. Schawlow        Director                      February 14, 1996
______________________
Arthur L. Schawlow


/s/ Richard D. Capra          Director                      February 14, 1996
____________________
Richard D. Capra



                                      II-4


<PAGE>
 

                                                          EXHIBIT 5.1


February 15, 1996



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

Gentlemen/Ladies:


     At your request,  we have examined the  Registration  Statement on Form S-8
(the  "Registration  Statement")  to be filed by you  with  the  Securities  and
Exchange  Commission  on or  about  February  15,  1996 in  connection  with the
registration under the Securities Act of 1933, as amended,  of 200,000 shares of
your Common Stock (the  "Common  Stock") to be sold by you pursuant to your 1992
Stock Option Plan, as amended (the "Plan").
 
     As  your  counsel,  we  have  examined  the  proceedings  taken  by  you in
connection with the adoption and amendment of the Plan.
 
     It is our  opinion  that the  200,000  shares of Common  Stock  that may be
issued and sold by you pursuant to the Plan,  when issued and sold in accordance
with the terms of the Plan in the manner referred to in the relevant  Prospectus
associated with the Registration Statement and the Plan, will be legally issued,
fully paid and non-assessable.
 
     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement  and  further  consent  to  all  references  to  us,  if  any,  in the
Registration  Statement and any  amendments  thereto which have been approved by
us.
 
Very truly yours,


Katherine T. Tallman
Fenwick & West

KTT/srr
<PAGE>

                                                             399367.1

                               CONSENT OF COUNSEL


     The  consent  of  Fenwick & West is  contained  in their  opinion  filed as
Exhibit 5.1 to the Registration Statement.


                                      II-5



<PAGE>

                       CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public  accountants,  we hereby consent to the incorporation
by reference in this registration statement of our report dated November 3, 1995
included in ILC  Technology,  Inc.'s Form 10-K for the year ended  September 30,
1995.


                               ARTHUR ANDERSEN LLP


San Jose, California
February 20, 1996


                                      II-6

  
<PAGE>

                                INDEX TO EXHIBITS


Exhibit                  Exhibit                                  
Number                   ________
------

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 February 8, 1989 (previously
          filed as Exhibit 3.2 to Annual Report on Form 10-K for the fiscal year
          ended September 28, 1991, 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 2.1
          to Current Report on Form 8-K dated September 19, 1989)

5.1       Opinion of Fenwick & West

21.1*     Subsidiaries of the Company, all of which are eligible to participate
          in the Plan (previously filed as Exhibit 21.1 to Annual Report on Form
          10-K for the fiscal year ended October 1, 1994, File No. 0-11360)

23.1      Consent of Counsel (included in Exhibit 5.1)

23.2      Consent of Arthur Andersen LLP (See page II-6)

24.1      Power of Attorney (See page II-4)

_____________________________

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


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20555}]
{"company-data": {"conformed-name": "ILC TECHNOLOGY INC", "cik": "0000719625", "assigned-sic": "3674", "irs-number": "941655721", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01095", "film-number": "96523471"}, "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 February 16, 1996 
Registration No. 33- ______
_______________________________________________________________________________

                       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
                            (Full title of the plan)

                              Henry C. Baumgartner
                      President 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 T. TALLMAN
                                 FENWICK & WEST
                              Two Palo Alto Square
                               Palo Alto, CA 94306

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

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

Common Stock      200,000     $   9.50     $1,900,000         $   655.17

                                                 -------

(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 February 12, 1996.
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 year ended September
          30, 1995;

     2.   The Company's Quarterly Report on Form 10-Q for the quarter ended 
          December 31, 1995;

     3.   The  Company's  definitive  Proxy  Statement  dated  January 2, 1996,
          in connection  with the  Annual  Meeting of  Shareholders  of the 
          Company  held on February 14, 1996;

     4.   The description of the Company's Common Stock contained in its 
          Registration Statement on Form 8-A filed on November 25, 1983, as 
          amended by Form 8 filed February 3, 1987; and

     5.   The description of the Company's Rights which is contained in a 
          Registration Statement on Form 8-A filed on October 2, 1989.

 
     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

                                      II-1
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 February 8, 1989 (previously 
               filed as Exhibit 3.2 to Annual Report on Form 10-K for the fiscal
               year ended September 28, 1991, 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 2.1 to Current Report on Form 8-K dated September 19, 
               1989)

5.1            Opinion of Fenwick & West

21.1*          Subsidiaries of the Company, all of which are eligible to 
               participate in the Plan (previously filed as Exhibit 21.1 to 
               Annual Report on Form 10-K for the fiscal year ended October 1,
               1994, File No. 0-11360)

23.1           Consent of Counsel (included in Exhibit 5.1)

23.2           Consent of Arthur Andersen LLP (See page II-6)

24.1           Power of Attorney (See page II-4)

___________________________

*              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:

                                      II-2
(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;
 
(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 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 are 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.

                                      II-3
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 February 14,
1996.

                              ILC TECHNOLOGY, INC. 

                              By: /s/ Henry C. Baumgartner
                              ____________________________
                              Henry C. Baumgartner, President
                              and 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      President, Chief Executive    February 14, 1996
________________________      Officer and Director 
Henry C. Baumgartner          (Principal Executive
                              Officer and Director)
 
                    
/s/ Ronald E. Fredianelli     Chief Financial Officer       February 14, 1996
_________________________     (Principal Financial and              
Ronald E. Fredianelli         Accounting Officer)
               

/s/ Wirt D. Walker, III       Chairman of the Board         February 14, 1996
_______________________       (Director) 
Wirt D. Walker, III

/s/ Harrison A. Augur         Director                      February 14, 1996
_____________________
Harrison A. Augur

/s/ Arthur L. Schawlow        Director                      February 14, 1996
______________________
Arthur L. Schawlow

/s/ Richard D. Capra          Director                      February 14, 1996
____________________
Richard D. Capra

                                      II-4
EXHIBIT 5.1

February 15, 1996

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

Gentlemen/Ladies:

     At your request,  we have examined the  Registration  Statement on Form S-8
(the  "Registration  Statement")  to be filed by you  with  the  Securities  and
Exchange  Commission  on or  about  February  15,  1996 in  connection  with the
registration under the Securities Act of 1933, as amended,  of 200,000 shares of
your Common Stock (the  "Common  Stock") to be sold by you pursuant to your 1992
Stock Option Plan, as amended (the "Plan").
 
     As  your  counsel,  we  have  examined  the  proceedings  taken  by  you in
connection with the adoption and amendment of the Plan.
 
     It is our  opinion  that the  200,000  shares of Common  Stock  that may be
issued and sold by you pursuant to the Plan,  when issued and sold in accordance
with the terms of the Plan in the manner referred to in the relevant  Prospectus
associated with the Registration Statement and the Plan, will be legally issued,
fully paid and non-assessable.
 
     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement  and  further  consent  to  all  references  to  us,  if  any,  in the
Registration  Statement and any  amendments  thereto which have been approved by
us.
 
Very truly yours,

Katherine T. Tallman
Fenwick & West

KTT/srr
399367.1

                               CONSENT OF COUNSEL

     The  consent  of  Fenwick & West is  contained  in their  opinion  filed as
Exhibit 5.1 to the Registration Statement.

                                      II-5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference in this registration statement of our report dated November 3, 1995
included in ILC  Technology,  Inc.'s Form 10-K for the year ended  September 30,
1995.

                               ARTHUR ANDERSEN LLP

San Jose, California
February 20, 1996

                                      II-6
INDEX TO EXHIBITS

Exhibit                  Exhibit                                  
Number                   ________
------

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 February 8, 1989 (previously
          filed as Exhibit 3.2 to Annual Report on Form 10-K for the fiscal year
          ended September 28, 1991, 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 2.1
          to Current Report on Form 8-K dated September 19, 1989)

5.1       Opinion of Fenwick & West

21.1*     Subsidiaries of the Company, all of which are eligible to participate
          in the Plan (previously filed as Exhibit 21.1 to Annual Report on Form
          10-K for the fiscal year ended October 1, 1994, File No. 0-11360)

23.1      Consent of Counsel (included in Exhibit 5.1)

23.2      Consent of Arthur Andersen LLP (See page II-6)

24.1      Power of Attorney (See page II-4)

_____________________________

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

                                      II-7