As filed with the Securities and Exchange Commission on September
25, 1998             
                                        
                                        Registration No. 333-    

                                                                 
                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549
                                         
                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

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

     Delaware                               75-1962405 
(State or other jurisdiction of   (I.R.S. Employer Identification
incorporation or organization)     No.)

                           1215 West Crosby Road
                         Carrollton, Texas 75006
   (Address, including zip code, of principal executive offices)

                  Directors' Formula Compensation Plan
                         (Full title of the plan)

                             THOMAS R. FILESI
                   Chairman and Chief Executive Officer
                           1215 West Crosby Road
                          Carrollton, Texas 75006
                             (972) 323-2200
           (Name, address, including zip code, and telephone 
           number, including area code, of agent for service)
                                                                 
                                Copy to:
                                    
                          Christopher M. Hewitt
                          Hewitt & Hewitt, P.C.
                           2612 Thomas Avenue
                           Dallas, Texas 75204
                             (214) 969-0250
                                    
PAGE
<PAGE>
                      CALCULATION OF REGISTRATION FEE

<TABLE>
<S>          <C>        <C>             <C>            <C>
Title of    Number of  Proposed Maxi-  Proposed Maxi-  Amount of
Securities  Shares to  mum Offering    mum Aggregate   Registra-
to be       be Regis-  Price Per       Offering        tration
Registered  tered      Share (1)       Price           Fee

Common 
Stock
$0.01 par 
value       100,000    $18.1875        $1,818,750     $536.53

</TABLE>

(1)   Estimated solely for the purpose of calculating the amount
of the registration fee in accordance with Rule 457(h) under the
Securities Act of 1933 as the average of the high and low sales
prices of a share of the registrant's common stock reported by
the Nasdaq National Market on September 22, 1998.  
 
PAGE
<PAGE>
                             EXPLANATORY NOTE

      The Prospectus filed as a part of this Registration
Statement has been prepared in accordance with the requirements
of Form S-3 pursuant to Instruction C to Form S-8 and may be used
for reoffers or resales of the Company's Common Stock to be
acquired by the persons named therein pursuant to the Directors'
Formula Compensation Plan.

PAGE
<PAGE>
PROSPECTUS
                              100,000 Shares

                          OPTEK TECHNOLOGY, INC.

                               Common Stock

     This Prospectus relates to 100,000 shares of the Common
Stock, par value $0.01 per share (the "Common Stock"), of Optek
Technology, Inc. (the "Company"), which may be offered from time
to time by any or all of the Selling Stockholders named herein
(the "Selling Stockholders"). It is anticipated that the Selling
Stockholders will offer shares for sale at prevailing prices in
the Nasdaq National Market on the date of sale.  The Company will
receive no part of the proceeds of sale made hereunder.  All
expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and
other expenses incurred by an individual Selling Stockholder will
be borne by such Selling Stockholder.

     The Common Stock of the Company is included for quotation in
The Nasdaq Stock Market's National Market (the "Nasdaq National
Market") under the symbol "OPTT."  On September 22, 1998 the last
reported sales price for shares of the Common Stock, as reported
by the Nasdaq National Market, was $18.125.

See "Risk Factors" on 4 to 11 for a discussion of certain
material factors that shares be considered in connection with an
investment in the Common Stock offered  hereby.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
           THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
            COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
               OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                  THE CONTRARY IS A CRIMINAL OFFENSE.

      The Selling Stockholders and any broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), in which event commissions
received by such broker may be deemed to be underwriting
commissions under the Securities Act.

       No person is authorized to give any information or to make
any representations, other than those contained in this
Prospectus, in connection with the offering described herein,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or
any Selling Stockholders.  This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, nor shall
there be any sale of these securities by any person in any
jurisdiction in which it is unlawful for such person to make such
offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circum-
stances create an implication that the information contained
herein is correct as of any time subsequent to the date
hereof.

            The date of this Prospectus is September 25, 1998.

PAGE
<PAGE>
      The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and in accordance therewith, files reports, proxy
statements, and other information with the Securities and
Exchange Commission (the "Commission").

      The Company has filed with the Commission a Registration
Statement on Form S-8 (together with all amendments, schedules
and exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") with
respect to the Common Stock offered hereby.  This Prospectus
omits certain of the information set forth in the Registration
Statement, and reference is hereby made to the Registration
Statement for further information with respect to the Company and
the Common Stock offered hereby.  Any statements contained herein
concerning the provisions of any documents are not necessarily
complete, and in each such instance reference is made to the copy
of such document filed as an exhibit to the Registration
Statement.  Each such statement is qualified in its entirety by
such reference.

      Reports and other information filed by the Company with the
Commission and copies of the Registration Statement can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, DC 20549, and should also be available for
inspection and copying at the following regional offices of the
Commission:  7 World Trade Center, Suite 1300, New York, New York
10048; and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511.  Information concerning
the operation of the Public Reference Room can be obtained by
calling the Commission at 1-800-SEC-0330. Copies of such material
also may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates, and through the Commission's Internet address
at "http://www.sec.gov".
                                               
                             TABLE OF CONTENTS
                                                      Page

      The Company ................................     3

      Risk Factors ...............................     3     

      Selling Stockholders .......................     11

      Legal Matters ..............................     11

      Experts ....................................     11
 
      Indemnification of Directors and Officers...     11

      Information Incorporated by Reference ......     12

                                               
      The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of
this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has
been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that
this Prospectus incorporates.  Requests for such copies should be
directed to Optek Technology, Inc., 1215 West Crosby Road,
Carrollton, Texas 75006.  The Company's telephone number at that
location is (972) 323-2200.

PAGE
<PAGE>
                                THE COMPANY

      Optek Technology, Inc. (the "Company") markets, designs and
manufactures sensor products based on either of two technologies:
optoelectronics or magnetic field sensing.  These products react
to changes in infrared light or magnetic fields which indicate
physical events such as position, speed or rotation and convert
this information into an electrical signal which can then be
communicated to control devices such as microprocessors capable
of processing and responding to that signal.  Because
optoelectronic and magnetic sensors operate without physical
contact, they are capable of more accurate and reliable
measurement and can be used with more sensitive and delicate
equipment than standard mechanical or electromechanical devices.
These characteristics, combined with increased speed, durability
and compactness, have stimulated the substitution of
optoelectronic and magnetic sensors for mechanical and
electromechanical processors.

      The Company was incorporated in Texas in October 1979 as
"Crown Semiconductor, Inc." and reincorporated in Delaware in
August 1984, changing its name to "Optek Technology, Inc."  Its
executive offices are located at 1215 West Crosby Road,
Carrollton, Texas 75006, a city immediately north of Dallas.  The
Company's telephone number is (972) 323-2200.


                              RISK FACTORS

      An investment in the shares of Common Stock offered by this
Prospectus involves a high degree of risk.  Prospective investors
should carefully consider the risk factors set forth below, as
well as the other information set forth in this Prospectus or
incorporated herein by reference, prior to making any investment
in the Common Stock offered hereby.

      This Prospectus, including the information incorporated by
reference herein, includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act.  All of the
statements contained in this Prospectus, other than statements of
historical fact, should be considered forward-looking statements,
including, but not limited to, those concerning the Company's
strategies, objectives and plans for expansion of its operations,
products and services and growth in demand for sensor products.
There can be no assurances that these expectations will
prove to have been correct.  Important factors that could cause
actual results to differ materially from the Company's
expectations ("Cautionary Statements") are disclosed in this
Prospectus, included, without limitation, under "Risk Factors." 
All subsequent written and oral forward-looking statements by or
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by such Cautionary
Statements.  Prospective investors are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof and are not intended to give any
assurance as to future results.  The Company undertakes no
obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of
unanticipated events.

      Fluctuations in Operating Results.  The Company's net sales
and operating results have varied on a quarterly and an annual
basis in the past and may vary significantly in the future. The
Company's first fiscal quarter, which ends in January, includes
the holiday season, which impacts customer order entry and also
includes an annual facilities shutdown, and has therefore
traditionally been the Company's lowest in terms of net sales and
operating income.  Historically, the Company's net sales have
been lower in such quarter than in the immediately preceding
quarters. The Company's third fiscal quarter has in the past been
affected by the extended vacation season in Europe, which reduces
international sales during that period.  The Company's net sales
and operating results could be materially and adversely affected
by many factors, some of which are partially or wholly outside
the control of the Company, including, among others, failure to
be selected to supply sensors for new products and programs,
quality control of products sold, the relatively long sales and
development cycle for the Company's products, the Company's
ability to introduce new products and technologies on a timely
basis, market acceptance of the Company's and its customers'
products, the timing, deferral or cancellation of customer orders
and related shipments, competitive pressures on selling prices,
availability of raw materials, fluctuations in yields, changes in
product mix, changes in the lead time required to ship products
after receipt of an order, introduction of products and
technologies by the Company's competitors and customers,
personnel changes and difficulties in attracting and retaining
qualified technical personnel and economic conditions generally
and in the automotive and commercial markets.

<PAGE>
      A significant portion of the Company's product sales are
made pursuant to standard purchase orders that, in some cases,
are cancelable without significant penalties.  In addition,
purchase orders are subject to changes in quantities of products
and delivery schedules to reflect changes in customers'
requirements and manufacturing availability. The Company's actual
shipments depend in part on the Company's manufacturing capacity
and the availability of raw materials from the Company's
suppliers. The Company's expense levels are based, in part, on
its expectations as to future net sales and to some extent are
fixed in the short term. Accordingly, the Company may be
unable to adjust spending in a timely manner to compensate for
any unexpected shortfall in revenues, and any significant
shortfall of demand in relation to the Company's expectations or
any material delay or deferral of customer orders would have a
material adverse effect on the Company's business, operating
results and financial condition.

      The Company has commenced expenditures to increase
manufacturing capacity and engineering resources
in anticipation of additional potential net sales.  In the event
that such additional net sales do not materialize when
and as anticipated, such expenditures could adversely affect the
Company's gross margins and operating  margins.

      As a result of the foregoing and other factors, it is
likely that in some future periods the Company's operating
results will fail to meet the expectations of public market
analysts or investors.  In such event, or in the event
that adverse conditions prevail or are perceived to prevail
generally or with respect to the Company's business, the
trading price of the Company's Common Stock could drop
significantly. 

      Dependence on Automotive Industry.  The automotive
industry, which accounted for approximately 25% of the Company's
net sales during fiscal 1997, has in recent years represented the
fastest area of growth for the Company. Thus, the maintenance of
or improvement in the Company's operating results for future
periods will depend in part on its success in the automotive
sensor market and on the increasing of use of sensors in
automobiles to improve fuel efficiency, safety and consumer
options.  Currently, a substantial portion of the Company's auto-
motive assemblies are sold for use in a relatively small number
of applications.  The Company's growth rate has been more
significantly impacted by the additional of new programs than
growth in existing programs.  Therefore, the Company's
year-to-year growth rate depends largely upon the number, size
and timing of new programs added, if any.  No assurance can be
given that additional applications will be developed or that the
Company will be successful in participating in them.  In
addition, the selection of the Company as a supplier for a
program does not necessarily entail any contractual commitment on
the part of the customer to purchase products from the Company. 

      The automotive industry is cyclical due to general economic
conditions, the level of interest rates, consumer confidence,
patterns of consumer spending and the automobile replacement
cycle, all of which are beyond the control of the Company.  In
addition, the Company's customers in the automotive industry are
highly unionized and have in the past experienced labor
disruptions.  Accordingly, automotive production may not increase
or may decline in the future. A significant reduction or
prolonged interruption in automotive production could have a
material adverse effect on the Company's business, operating
results and financial condition.

<PAGE>

      Dependence on Customer Specific Products; Lengthy Sales and
Development Cycle.  A substantial portion of the Company's
products are designed to address the specific needs of individual
customers. As a result, the sales and development cycle for these
products can be lengthy, with the development cycle alone ranging
from four to 36 months or longer for new products in new
applications, and are particularly long for products targeted
to the automotive industry. Because customer specific products
are developed for particular customers' applications, some of the
Company's current and future customer specific products may never
be produced in high volume, or at all, due to the Company's
inability to introduce custom products in a timely manner, delays
in the introduction of the Company's customers' products, the
failure of the Company's customers' products to achieve and
sustain commercial success or the discontinuation of a customer's
product line. Any of these occurrences could have a
material adverse effect on the Company's business, operating
results and financial condition.

      Product Life Cycles; Dependence on Selection as Provider
for New Products.  The Company's ability to generate net sales in
the future is primarily dependent on its being selected by OEMs
as a provider of sensor components and/or assemblies for their
new products.  OEMs typically select and qualify sensor providers
for new product models during the initial design and testing
phases of their product development cycles, which typically
range from four to over 36 months in length.  Once a new product
model is implemented, its life cycle typically ranges from three
to 15 years.  The Company believes that it would be difficult for
it to begin providing components and assemblies for use in a
particular end product if the Company had not been selected and
qualified as a provider during the development of such product. 
Therefore, a failure to be selected as a provider during the
early stages of a product's life cycle could preclude the Company
from ever providing assemblies and components for such product
model throughout its life cycle.  In addition, such failure to be
selected could reduce the Company's ability to be selected as a
provider for future product models if, for example, such failure
adversely affects the working relationship between the Company
and the manufacturer of such product model.  There can be no
assurance that the Company will be selected as a provider of
sensor assemblies and components for new product models
introduced by current customers or other OEMs.  Unless the
Company is selected as a supplier of sensor components and
assemblies for new models as existing models are phased out, the
Company's business, operating results and financial condition
could materially and adversely affected.

      Customer Concentration.  Historically, a relatively small
number of customers has accounted for a significant percentage of
the Company's total net sales, and the Company expects that this
trend will continue. During fiscal 1997, the Company's ten
largest customers accounted for approximately 63% of net sales. 
Three customers, Strattec Security Corporation, General Motors
Corporation and Pitney Bowes, Inc., made purchases which account-
ed for 13%, 13% and 10%, respectively, of the Company's net sales
for fiscal 1997.  In each of fiscal 1994, 1995 and 1996, the
Company has had two customers that each accounted for at least
10% of total net sales.   The Company's ability to achieve sales
in the future will depend upon its ability to obtain orders from,
maintain relationships with and provide support to a relatively
small number of existing and new key customers.  As a result, any
cancellation, reduction, rescheduling or delay in orders by or
shipments to any significant customer or the discontinuation or
redesign by any such customer of its products which currently
incorporate one or more of the Company's products could have a
material adverse effect on the Company's business, operating
results and financial condition. 

      Pricing Pressure.  There is continuing pressure from OEMs
to reduce costs associated with outside suppliers such as the
Company.  In some cases, the Company sells products under
agreements which contain provisions that require the Company to
reduce its per unit price over time.  The Company's other
products, subject to periodic re-quotation, may also experience
declining average selling prices over their life cycles with a
similar potential impact on gross margins if the Company is
unable to reduce corresponding costs or introduce new products
with higher gross margins.  If the Company is unable to make
corresponding product cost reductions, the resulting decline in
the average selling prices of the products sold could reduce the
Company's product gross margin.

     Foreign Manufacturing Operations.  Over 80% of the Company's
components and assemblies are produced in facilities operated by
the Company in Juarez, Mexico.  Mexico has enacted legislation to
promote the use of such manufacturing operations by foreign
companies and continuation of these operations depends upon: 
compliance with applicable laws and regulations of the United
States and Mexico; the availability of less expensive labor; and
the continuation of favorable exchange rates. These operations
are authorized to operate as Maquiladoras by the Ministry of
Commerce and Industrial Development of Mexico.  Maquiladora
status allows the Company to wholly own its Mexican subsidiaries
and to import items into Mexico duty free, provided that such
items, after processing, are re-exported from Mexico within six 

<PAGE>
months.  Maquiladora status, which must be renewed every two
years, is subject to various restrictions and requirements,
including: compliance with the terms of the Maquiladora
program; proper utilization of imported materials; hiring and
training of Mexican personnel; compliance with tax, labor,
exchange control and notice provisions and regulations; and
compliance with locational constraints. Although assembly
operations in Mexico continue to be less expensive than
comparable operations in the United States, in recent years many
companies have established Maquiladora operations in the Juarez
area to take advantage of lower labor costs.  Increasing demand
for labor, particularly skilled labor and professionals, from new
and existing Maquiladora operations has in the past and could in
the future result in increased labor costs. The Company may
be required to make additional investments in automating
equipment to partially offset increased labor costs.  The
loss of Maquiladora status, the inability to recruit, hire and
retain qualified employees, a significant increase in labor
costs, unfavorable exchange rates or interruptions in the trade
relations between the United States and Mexico could
have a material adverse effect on the Company's business,
operating results and financial condition.  The Company
anticipates that additional manufacturing capacity, primarily in
Mexico, will be required to support growth over the
next several years.  Therefore, capital expenditures are planned
to increase to a total of approximately $10 to $15 million to be
expended over the next two to three fiscal years (including
fiscal year 1998) to support anticipated future growth in demand
for the Company's products.  The timing and amount of such
expenditures is subject to adjustment based upon continued
evaluation by management.

      International Sales.  In fiscal 1996 and 1997,
international sales constituted approximately 28% and 23%,
respectively, of the Company's net sales.  The Company expects
that revenues derived from international sales will continue to
represent a significant portion of its net sales in the future. 
Because all of the Company's revenues from international sales
have to date been denominated in United States dollars, the
Company does not currently face significant currency exchange
rate risks.  However, international operations and demand for the
Company's and its customers' products are subject to a variety of
risks, including tariffs, import restrictions and other trade
barriers, changes in regulatory requirements, longer accounts
receivable payment cycles, adverse tax consequences, export
license requirements, foreign government regulation, political
and economic instability and changes in diplomatic and trade
relationships.  In addition, currency fluctuations could reduce
demand for the Company's products or demand for its customers'
products by making them more expensive than competitors'
products.  There can be no assurance that one or more of the
foregoing risks will not have a direct or indirect material
adverse effect on the Company's business, operating results and
financial condition.  Moreover, the laws of certain foreign
countries in which the Company's products are or may in the
future be sold may not protect the Company's intellectual
property rights to the same extent as the laws of the United
States, thus increasing the possibility of infringement or misap-
propriation of the Company's intellectual property.

      Competition.  The Company believes that competition in the
market for custom optoelectronic and magnetic sensors is intense
and is likely to increase. Competition in the sensor markets
served by the Company is primarily based upon custom design
capabilities, quality, technology, responsiveness, timely
delivery and price.  The Company competes with numerous companies
for the custom optoelectronic and magnetic sensor requirements of
OEMs producing office equipment, automotive products, industrial
products, specialized aerospace/defense and medical applications
and communications equipment.  The Company believes that its
principal competitor for sales of custom sensor components and
assemblies is Honeywell, Inc.  In addition, because certain OEMs,
either directly or through affiliated entities, have internal
capabilities to design and manufacture custom sensor components
and assemblies, the Company must also compete with the in-house
capabilities of such OEMs.  In some cases, the Company's
prospective customers may elect to purchase low-cost standardized
sensor components from commodity suppliers and utilize their
in-house design and manufacturing capabilities to adapt such
standard components to fulfill their sensor requirements. 
Certain of the Company's current and potential competitors may
have substantially greater financial resources, name recognition
and/or more extensive engineering, manufacturing, marketing and
customer service and support capabilities than the Company. 
Furthermore, the Company expects its competitors to continually
improve their design and manufacturing capabilities and to
introduce new products and processes with enhanced performance
characteristics and/or lower prices.  While the Company believes

<PAGE>

that its custom design capabilities, quality, responsiveness,
engineering and operating efficiencies are competitive
advantages, no assurance can be given that the Company will be
able to compete successfully in the future.  This competitive
environment could result in significant price reductions or the
loss of orders from current and/or potential customers which, in
each case, could materially adversely affect the Company's
business, operating results and financial condition.

      Sole or Limited Sources of Supply.  The Company relies on
outside vendors to supply raw materials used in the manufacture
of its sensor components and assemblies.  From time to time,
certain of these materials, including lead frames used in the
manufacture of discrete sensor components, are only attainable
from a sole or limited group of qualified suppliers.  The
Company's reliance on outside vendors generally, and on a sole or
limited group of suppliers in particular, involves several risks,
including a potential inability to obtain an adequate supply of
required materials, reduced control over pricing and timely
delivery of materials, and limited ability to pass on price
increases to its customers.  Because the procurement of certain
of these components may require long lead times, there can be no
assurance that delays or shortages caused by suppliers will not
occur.  The Company's ability to fill customer orders may depend
on the availability of numerous different components from its
suppliers and, particularly in periods of high demand, the
Company has experienced difficulties in obtaining certain
materials when needed which, in some cases, has delayed
deliveries to the Company's customers.  Furthermore, the
Company's customers, in particular in the automotive industry,
may require the Company to secure certain materials from quali-
fied manufacturers and the process of qualifying an alternate
supplier can take several months.  If the Company is
unable to secure materials due to supplier shortages or for any
other reason, it could adversely affect the Company's
ability to retain customer orders or to deliver products on a
timely basis, which in turn could adversely affect its
relationships with customers.  If significant customer
relationships were adversely affected in this manner or if
significant orders were cancelled or delayed, it could have a
material adverse effect on the Company's business,
operating results and financial condition.

      Limited Intellectual Property Protection.  The Company
relies on its technical engineering expertise as protected by
trade secret laws and nondisclosure agreements and, to a lesser
extent, on a combination of patent, maskwork rights, copyright,
trademark and other intellectual property protection methods to
protect its proprietary technology.  Although the Company
currently holds four patents and has one pending patent
application in the United States, the Company believes that
patents are of less significance in its industry than such
factors as customer service, innovation, technical expertise and
know-how of its personnel.  There can be no assurance that the
Company's competitors will not be able to legally ascertain the
nonpatented proprietary information embedded in the Company's
sensor components or other products, in which case the Company
may be unable to prevent use of such information.  To the extent
the Company elects to assert its patent rights, there can be no
assurance that any claims of the Company's patents will be
sufficiently broad to protect the Company's technology.  In
addition, there can be no assurance that any patents issued to
the Company will not be challenged, invalidated or circumvented,
that any rights granted thereunder will provide adequate
protection to the Company, or that the Company will have
sufficient resources to prosecute its rights.  The Company has
received notification of patent issues concerning a process used
to manufacture a small portion of its products, but believes the
issues asserted are without merit.  There can be no assurance
that infringement claims by third parties or claims for
indemnification resulting from infringement claims will not be
asserted in the future, or that such assertions, if proven to be
true, will not materially adversely affect the Company's
business, operating results and financial condition.  If any such
claims are asserted against the Company, the Company may seek to
obtain a license under the third party's intellectual property
rights.  There can be no assurance that a license will be
available on reasonable terms or at all.  Alternatively, the
Company could resort to litigation to challenge such claims. 
Such challenges could be extremely expensive and time consum-
ing.  Adverse determinations in any litigation could subject the
Company to significant liabilities to third parties,
require the Company to seek licenses from third parties and
prevent the Company from manufacturing and selling
its products.  Any of these developments could have a material
adverse effect on the Company's business, operating results and
financial condition.

      Limited Insurance Coverage; Environmental Regulation.  The
operations of the Company in the United States and in Mexico
involve the use of industrial machine tools and exposure to
hazardous chemicals, with attendant risks of liability for
personal injury and property damage.  There can be no assurance 

<PAGE>

that accidents will not occur or that the Company will not incur
substantial liability in connection with the operation of its
business.  The Company maintains workers' compensation insurance
and general liability insurance, with policy limits of  $1
million and $2 million, respectively, per accident or occurrence.

The Company also maintains an umbrella policy with limits of $15
million in the aggregate.  Such insurance excludes coverage for
losses or liabilities relating to environmental damage or
pollution.  The Company's business, operating results and
financial condition could be materially adversely affected by a
claim that was not covered or only partially covered by its
insurance.  In addition, the Company is subject to a variety of
domestic and Mexican governmental regulations relating to the
use, storage, handling and disposal of toxic or other hazardous
substances used in connection with its manufacturing activities. 
Any failure by the Company to control the use, storage, handling
or disposal or adequately restrict the discharge of hazardous
or toxic substances could subject the Company to significant
liabilities or could cause the Company's manufacturing
operations to be curtailed or suspended.

      Technological Change.  While the Company is unaware of any
emerging technology that would have an adverse effect on its
business, there can be no assurance that products or technologies
developed by others will not render the Company's products
obsolete or non-competitive.  There can be no assurance that the
Company will be able to define new products successfully and
develop and bring to market new and enhanced products on a timely
and cost effective basis, develop or access new processes or
technologies or respond effectively to new technological
changes or new product announcements by others.  A failure in any
of these areas could have a material adverse effect on the
Company's business, operating results and financial condition.

      Reliance on Key Personnel; Need for Additional Technical
Personnel. The Company's future financial performance will depend
in significant part upon the continued contributions of its
executive officers and other key personnel, many of whom would be
difficult to replace.  Competition for such personnel is intense,
and there can be no assurance that the Company will be successful
in attracting or retaining such personnel.  To better retain
them, the Company has entered into employment agreements with its
senior management. The failure to retain such persons, or to
attract and retain replacements, could materially adversely
affect the Company's business, operating results and financial
condition.

      The Company believes that a key requirement for competing
successfully in the optoelectronic and magnetic sensor business
is the ability to attract and retain creative and knowledgeable
design engineers and other technical personnel who are qualified
in these fields. The number of design engineers who have the
education, training, creativity and experience to design complex
sensor solutions is very limited, and the competition for such
personnel can be intense.  Because of the active involvement of
the Company's design engineers in the sales process, the
Company's ability to pursue new customers and new projects from
existing customers is affected by its available engineering
resources. The Company's future success will be heavily dependent
upon its ability to attract and retain qualified design,
technical and management personnel.  There can be no assurance
that the Company will be able to continue to attract and retain
these personnel, and the failure to do so could have a material
adverse effect on the Company's business, operating results and
financial condition.

      Risks of Product Liability.  The use of the Company's
products in various industrial, commercial or consumer
applications may subject the Company to product liability claims.

The automotive industry, in particular, has historically faced
frequent product liability and similar claims.  Although the
Company has not experienced any product liability claims to date,
the sale of products by the Company may entail the risk of such
claims.  Further, notwithstanding the possible existence of legal
defenses or contractual limitations of liability, industry
practices or the need to maintain good customer relationships may
lead the Company to make payments related to such product
liability claims.  The Company does not currently maintain
significant levels of product liability insurance.  Notwith-
standing the provisions in the agreements with its customers, any
product liability claim, which often involve claims for
substantial damages, brought against the Company could have a
material adverse effect upon the Company's business, operating
results and financial condition.

<PAGE>

      Risks of Product Recalls.  The automotive industry is
heavily regulated by government agencies which establish various
vehicle safety standards that are often indirectly related to the
components and subcomponents in their vehicles. To the extent
that any vehicles or any parts therein are required to be or are
voluntarily recalled and the recall involves vehicles or parts
that are directly or indirectly related to any of the Company's
products, the Company may be required to repair or replace its
products, redesign or reproduce its products or halt production
or shipment of its products. Further, any recall of vehicles or
parts directly or indirectly related to any of the Company's
products may have the effect of damaging the Company's
reputation. Although no such recall has involved the Company or
its products in the past, there can be no assurance that such a
recall will not occur in the future or that if such a recall does
occur that the Company's business, operating results and
financial condition will not be materially adversely affected.

      Year 2000 Compliance.  The Year 2000 Issue is the result of
computer programs being written using two digits rather than four
to define the applicable year.  Any of the Company's computer
programs that have date-sensitive software may recognize a date
using  00  as the year 1900 rather than the Year 2000.  This
could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a
temporary inability to process transactions, send invoices, or
engage in similar normal business activities.  To become Year
2000 compliant, the Company anticipates maintaining its hardware
platform, but replacing or upgrading most of the software.  In
addition, all PCs, HVAC, test equipment and external providers
will be reviewed and acted on accordingly.  It is anticipated
that the Company will be fully Year 2000 compliant by April 30,
1999. Although the Company is committed to a successful and
timely Year 2000 conversion and funds are dedicated and available
for this project, no assurance can be given that it will be fully
and timely implemented.   Failure of the Company's equipment or
software to operate properly with regard to the Year 2000 and
thereafter could require the Company to incur unanticipated
expenses to remedy any problems, which could have a material
adverse effect on the Company's business, operating results and
financial condition.  Furthermore, the purchasing patterns of
customers or potential customers may be affected by Year 2000
issues as companies expend significant resources to correct
their current systems for year 2000 compliance.  These
expenditures may result in reduced funds to purchase
products and services such as those offered by the Company, which
could have a material adverse effect on the Company's business,
operating results and financial condition.

      Uncertain Need and Availability of Additional Funding. 
Although the Company believes that its existing cash reserves,
credit facility and cash flows from operations will be adequate
to fund the Company's operations for at least the next 12 months,
there can be no assurance that such sources will be adequate or
that additional funds will not be required either during or after
such period.  No assurance can be given that additional financing
will be available or that, if available, it will be available on
terms favorable to the Company or its stockholders.  If addi-
tional funds are raised through the issuance of equity
securities, the percentage ownership of then current stock-
holders of the Company will be reduced and such equity securities
may have rights, preferences or privileges senior to those of the
holders of the Company's Common Stock. If adequate funds are not
available to satisfy either short or long-term capital
requirements, the Company may be required to limit its operations
significantly.  The Company's capital requirements will depend on
many factors, including, but not limited to, the rate at which
the Company develops and introduces its products, the market
acceptance and competitive position of such products, the levels
of promotion and advertising required to market such products and
attain a competitive position in the marketplace, and the
response of competitors to the Company's products.  

      Possible Volatility in Price of Common Stock.  The market
price of the Common Stock is likely to be volatile and may be
significantly affected by factors such as actual or anticipated
fluctuations in the Company's operating results, the introduction
of new products, new contracts or changes in pricing policies by
the Company or its competitors, developments with respect to
proprietary rights, changes in earnings estimates by analysts,
conditions and trends in the industries to which it markets its
sensors as well as general market conditions and other fac-
tors.  In addition, the stock market has from time to time
experienced significant price and volume fluctuations that
have particularly affected the market prices for the securities
of technology companies.  These broad market fluctuations, as
well as general economic, market and political conditions, may
adversely affect the market price of the Company's Common Stock. 

<PAGE>
In the past, following periods of volatility in the market price
of a company's common stock, securities class action litigation
has often occurred against such companies.  There can be no
assurance that such litigation will not occur in the future with
respect to the Company.  Such litigation could result in
substantial costs and a diversion of management's attention and
resources, which could have a material adverse effect upon the
Company's business, operating results and financial condition. 
There can be no assurance that the trading price of the Common
Stock will not decline substantially below the public offering
price.
      
     Potential Future Acquisitions.  In the future, the Company
may pursue acquisitions of product lines, technologies or
businesses.  Future acquisitions by the Company may result in the
use of significant amounts of cash, potentially dilutive
issuances of equity securities, incurrence of debt and
amortization expenses related to goodwill and other intangible
assets, each of which could materially adversely affect the
Company's business, operating results and financial condition. 
In addition, acquisitions involve numerous risks, including
difficulties in the assimilation of the operations, technologies
and products of the acquired company, the diversion of
management's attention from other business concerns, risks of
entering markets in which the Company has no or limited direct
prior experience, and the potential loss of key employees of the
acquired company.  There are currently no negotiations, com-
mitments or agreements with respect to any acquisition.  In the
event that such an acquisition does occur, however, there can be
no assurance as to the effect thereof on the Company's business,
operating results and financial condition.

      Potential Issuance of Preferred Stock.  The Board of
Directors has the authority to issue up to 1,000,000 shares of
preferred stock and to determine the price, rights, preferences,
privileges and restrictions, including voting rights, of those
shares without any further vote or action by the stockholders. 
The rights of the holders of Common Stock will be subject to, and
may be adversely and materially affected by, the rights of the
holders of any preferred stock that may be issued in the future. 
The issuance of preferred stock, while potentially providing
desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company.  The Company has
no current plans to issue shares of preferred stock.

      Anti-Takeover Provisions of Delaware Law.  The Company is
subject to Section 203 of the Delaware General Corporation Law
which, subject to certain exceptions, prohibits a publicly held
Delaware corporation from engaging in a business combination
(which includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder)
with an "interested stockholder" (defined generally as any person
who beneficially owns 15% or more of the outstanding voting stock
of the Company or any person affiliated with such person) for a
period of three years following the date of the transaction in
which the person became an interested stockholder, unless (i)
prior to such date the board of directors of the corporation
approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder,
or (ii) upon consummation of the transaction which resulted in
the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of
the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (x) by persons who are
directors and also officers and (y) by employee stock plans in
which the employee participants do not have the right
to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer, or (iii) on
or subsequent to such date the business combination is approved
by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder.

PAGE
<PAGE>
                           SELLING STOCKHOLDERS

      The Selling Stockholders will be Non-Employee Directors (as
defined in Rule 16b-3 promulgated by the Securities and Exchange
Commission) who elect under the terms of the Company's Directors'
Formula Compensation Plan to receive shares of the Company's
Common Stock or options to acquire shares of the Company's
Common Stock.  The amounts of such Common Stock or options to be
acquired cannot be determined as of the date of this Prospectus,
but will be supplied by amendment.

      As of August 25, 1998, the Company had approximately
7,712,607 shares of Common Stock outstanding. 

      The Company has been advised by the Selling Stockholders
that they intend to sell all or a portion of the shares offered
hereby from time to time in the over-the-counter market and that
sales will be made at prices prevailing at the times of such
sales.  The Selling Stockholders may also make private sales
directly or through a broker or brokers.  In connection with any
sales, the Selling Stockholders and any brokers participating in
such sales may be deemed to be underwriters within the meaning of
the Securities Act.

      The Company has informed the Selling Stockholders that the
anti-manipulative rules contained in Regulation M promulgated
under the Securities Exchange Act of 1934 may apply to their
sales in the market and has furnished each Selling Stockholder
with a copy of these Rules and has informed them of the possible
need for delivery of copies of this Prospectus.

      There can be no assurance that any of the Selling
Stockholders will sell any or all of the shares of Common
Stock offered by them hereunder.

                         LEGAL MATTERS

      The validity of the shares of Common Stock offered hereby
has been passed upon for the Company by Hewitt & Hewitt, P.C.,
Dallas, Texas.   Mr. Hewitt, a principal of Hewitt & Hewitt,
P.C., beneficially owns 8,500 shares of Common Stock and is the
Secretary of the Company.


                           EXPERTS

      The consolidated financial statements and schedule of Optek
Technology, Inc. as of October 31, 1997 and October 25, 1996, and
for each of the years in the three-year period ended October 31,
1997, have been incorporated by reference in this Prospectus and
in the Registration Statement of which this Prospectus forms a
part, in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing. 


                 INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law
empowers the Company to indemnify its current and former
Directors, officers and certain other persons against certain
expenses incurred by them in connection with any suit to which
they were, are or are threatened to be made parties by reason of
their serving in such positions, so long as they acted in good
faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to
any criminal action, they had no reasonable cause to believe
their conduct was unlawful.  With respect to suits by or in the
right of the Company, however, the power to indemnify does not
extend to judgments or settlement amounts and, unless the court
determines that indemnification is appropriate, indemnification
is not available for the benefit of such persons who are adjudged
to be liable to the Company. The statute also empowers the 

<PAGE>

Company to purchase and maintain insurance for such persons with
respect to liability arising out of or in connection with their
capacity or status with the Company.  The Company currently
maintains liability insurance for the benefit of its officers and
Directors.

      The statute further specifically provides that the
indemnification authorized thereby shall not be deemed
exclusive of any other rights to which any such officer or
Director may be entitled under any bylaws, agreements,
vote of stockholders or disinterested Directors or otherwise. 
Article IX of the Company's Bylaws provides for the
indemnification of Directors, officers and certain other persons
within the limitations of Section 145. 

      Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to Directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, 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 Securities Act and is
therefore unenforceable.


                   INFORMATION INCORPORATED BY REFERENCE

      The following documents have been filed with the Commission
(File No. 0-16304) pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") and are incorporated herein
by reference and made a part of this Prospectus:

      1.    The Company's Annual Report on Form 10-K for the year
ended October 31, 1997;

      2.    The Company's Forms 10-K/A filed on January 30, 1998;
January 30, 1998; March 25, 1998 and April 29, 1998,
respectively;

      3.    The Company's Quarterly Reports on Form 10-Q for the
quarters ended January 30, 1998; May 1, 1998 and July 31, 1998;
and

      4.    Description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A.

      All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Company's Common Stock shall be deemed to be
incorporated herein by reference and made a part of this
Prospectus from the respective filing dates of such documents. 
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.


PAGE
<PAGE>
                                  PART II

                          INFORMATION REQUIRED IN
                        THE REGISTRATION STATEMENT
Item Number

3           Incorporation of Documents by Reference.

            The following documents have been filed with the
Commission (File No. 0-16304) pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and are incorporated
herein by reference and made a part of this Prospectus:

            1.    The Company's Annual Report on Form 10-K for
the year ended October 31, 1997;

            2.    The Company's Forms 10-K/A filed on January 30,
1998; January 30, 1998; March 25, 1998 and April 29, 1998,
respectively;

            3.    The Company's Quarterly Reports on Form 10-Q
for the quarters ended January 30, 1998; May 1, 1998 and July 31,
1998; and

            4.    Description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A.

            All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of
the offering of the Company's Common Stock shall be deemed to be
incorporated herein by reference and made a part of this
Prospectus from the respective filing dates of such documents. 
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute
a part of this Prospectus.

4           Description of Securities.

            Not applicable.

5           Interests of Named Experts and Counsel.

            The validity of the shares of Common Stock offered
hereby has been passed upon for the Company by Hewitt & Hewitt,
P.C., Dallas, Texas.  Mr. Hewitt, a principal of Hewitt & Hewitt,
P.C., beneficially owns 8,500 shares of Common Stock and is the
Secretary of the Company.

6           Indemnification of Directors and Officers.  

            Section 145 of the Delaware General Corporation Law
empowers the Registrant to indemnify its current and former
Directors, officers and certain other persons against certain
expenses incurred by them in connection with any suit to which
they were, are or are threatened to be made parties by reason of
their serving in such positions, so long as they acted in good
faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Registrant and, with
respect to any criminal action, they had no reasonable cause to 
believe their conduct was unlawful. 

<PAGE>
            
With respect to suits by or in the right of the Registrant,
however, the power to indemnify does not extend to judgments or
settlement amounts and, unless the court determines that
indemnification is appropriate, indemnification is not available
for the benefit of such persons who are adjudged to be liable to
the Registrant. The statute also empowers the Registrant to
purchase and maintain insurance for such persons with respect to
liability arising out of or in connection with their capacity or
status with the Registrant.  The Registrant currently maintains
liability insurance for the benefit of its officers and
Directors.

            The statute further specifically provides that the
indemnification authorized thereby shall not be deemed exclusive
of any other rights to which any such officer or Director may be
entitled under any bylaws, agreements, vote of stockholders or
disinterested Directors or otherwise.  Article IX of the
Registrant's Bylaws provides for the indemnification of
Directors, officers and certain other persons within the
limitations of Section 145.  

7           Exemption from Registration Claimed.

            Not applicable.

8           Exhibits.
            
            Exhibit
            Number
            5.1         Opinion and Consent of Hewitt & Hewitt,
                         P.C.

            5.2         Opinion and Consent of Hewitt & Hewitt,
                         P.C.

            10.1        Directors' Formula Compensation Plan.(1)

            10.2        Form of Option Agreement.

            23.1        Consent of KPMG Peat Marwick LLP.

            23.2        Consent of Counsel.  (Reference is made
                         to Exhibit 5.2.)

            24          Power of Attorney.  (Reference is made to
                         the signature page.)    
                             
            (1)   Filed as Exhibit 10.61 to Optek Technology,
Inc's Form 10-Q for the quarter ended May 2, 1997 and
incorporated herein by reference.   

9           Undertakings.

            The undersigned Registrant hereby undertakes to file,
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

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

                  (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;

<PAGE>

                  (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 (i) and (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
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.

            The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

            The undersigned Registrant hereby undertakes 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.


            The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

            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.

<PAGE>

<PAGE>
                                SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
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 Carrollton, State of Texas, on the 18th day of
August, 1998.

                                       OPTEK TECHNOLOGY, INC.

                                       By: /s/ Jerry L. Curtis   
                                       Jerry L. Curtis, President

                             POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas R.
Filesi, William J. Collinsworth, and Christopher M. Hewitt, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities
(including his capacity as a director and/or officer of Optek
Technology, Inc.) to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to
sign a Registration Statement pursuant to Section 462(b) of the
Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-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 and about the premises, 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 or
her 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/ Thomas R. Filesi Chairman, Chief Executive Officer,   
Thomas R. Filesi    and Director (Principal Executive
                    Officer)
                                             
/s/ William J. 
Collinsworth        Vice President - Finance (Principal          
William J.          Financial and Accounting Officer)   
Collinsworth                                           August
                                                       18, 1998
/s/ Jerry L. Curtis Director, President and Chief Operating   
Jerry L. Curtis     Officer                 
                                                      
/s/ Rodes Ennis     Director                      
Rodes Ennis                                           
                                                      
/s/ Grant Dove      Director                
Grant Dove                                            
                                                      
/s/ William         
Daughtrey           Director
William Daughtrey                                     
                                                      
/s/ Michael Cahr    Director                      
Michael Cahr                                          
                                                      
/s/ Wayne 
Stevenson           Director                      
Wayne Stevenson                                       

<PAGE>     <PAGE>
                          OPTEK TECHNOLOGY, INC.

                    REGISTRATION STATEMENT ON FORM S-8

                             INDEX TO EXHIBITS


Exhibit                                              
Sequentially
Number                              Description       Numbered

5.1         Opinion and Consent of Hewitt & Hewitt, P.C.

5.2         Opinion and Consent of Hewitt & Hewitt, P.C.

10.1        Directors' Formula Compensation Plan.(1)

10.2        Form of Option Agreement.

23.1        Consent of KPMG Peat Marwick LLP.

23.2        Consent of Counsel.  (Reference is made to Exhibit
               5.2.)

24          Power of Attorney.  (Reference is made to the
               signature page.)
      
                 

(1)   Filed as Exhibit 10.68 to Optek Technology, Inc's Form 10-Q
for the quarter ended May 2, 1997 and incorporated herein by
reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 68603}]
{"company-data": {"conformed-name": "OPTEK TECHNOLOGY INC", "cik": "0000804312", "assigned-sic": "3674", "irs-number": "751962405", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64327", "film-number": "98715239"}, "business-address": {"street1": "1215 W CROSBY RD", "street2": "MS 400", "city": "CARROLLTON", "state": "TX", "zip": "75006", "phone": "2143232200"}, "mail-address": {"street1": "1215 W CROSBY RD", "city": "CARROLLTON", "state": "TX", "zip": "75006"}}
As filed with the Securities and Exchange Commission on September
25, 1998             
                                        
                                        Registration No. 333-    

                                                                 
                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549
                                         
                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

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

     Delaware                               75-1962405 
(State or other jurisdiction of   (I.R.S. Employer Identification
incorporation or organization)     No.)

                           1215 West Crosby Road
                         Carrollton, Texas 75006
   (Address, including zip code, of principal executive offices)

                  Directors' Formula Compensation Plan
                         (Full title of the plan)

                             THOMAS R. FILESI
                   Chairman and Chief Executive Officer
                           1215 West Crosby Road
                          Carrollton, Texas 75006
                             (972) 323-2200
           (Name, address, including zip code, and telephone 
           number, including area code, of agent for service)
                                                                 
                                Copy to:
                                    
                          Christopher M. Hewitt
                          Hewitt & Hewitt, P.C.
                           2612 Thomas Avenue
                           Dallas, Texas 75204
                             (214) 969-0250
                                    
PAGE
CALCULATION OF REGISTRATION FEE
Title of    Number of  Proposed Maxi-  Proposed Maxi-  Amount of
Securities  Shares to  mum Offering    mum Aggregate   Registra-
to be       be Regis-  Price Per       Offering        tration
Registered  tered      Share (1)       Price           Fee

Common 
Stock
$0.01 par 
value       100,000    $18.1875        $1,818,750     $536.53
(1)   Estimated solely for the purpose of calculating the amount
of the registration fee in accordance with Rule 457(h) under the
Securities Act of 1933 as the average of the high and low sales
prices of a share of the registrant's common stock reported by
the Nasdaq National Market on September 22, 1998.  
 
PAGE
EXPLANATORY NOTE

      The Prospectus filed as a part of this Registration
Statement has been prepared in accordance with the requirements
of Form S-3 pursuant to Instruction C to Form S-8 and may be used
for reoffers or resales of the Company's Common Stock to be
acquired by the persons named therein pursuant to the Directors'
Formula Compensation Plan.

PAGE
PROSPECTUS
                              100,000 Shares

                          OPTEK TECHNOLOGY, INC.

                               Common Stock

     This Prospectus relates to 100,000 shares of the Common
Stock, par value $0.01 per share (the "Common Stock"), of Optek
Technology, Inc. (the "Company"), which may be offered from time
to time by any or all of the Selling Stockholders named herein
(the "Selling Stockholders"). It is anticipated that the Selling
Stockholders will offer shares for sale at prevailing prices in
the Nasdaq National Market on the date of sale.  The Company will
receive no part of the proceeds of sale made hereunder.  All
expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and
other expenses incurred by an individual Selling Stockholder will
be borne by such Selling Stockholder.

     The Common Stock of the Company is included for quotation in
The Nasdaq Stock Market's National Market (the "Nasdaq National
Market") under the symbol "OPTT."  On September 22, 1998 the last
reported sales price for shares of the Common Stock, as reported
by the Nasdaq National Market, was $18.125.

See "Risk Factors" on 4 to 11 for a discussion of certain
material factors that shares be considered in connection with an
investment in the Common Stock offered  hereby.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
           THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
            COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
               OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                  THE CONTRARY IS A CRIMINAL OFFENSE.

      The Selling Stockholders and any broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), in which event commissions
received by such broker may be deemed to be underwriting
commissions under the Securities Act.

       No person is authorized to give any information or to make
any representations, other than those contained in this
Prospectus, in connection with the offering described herein,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or
any Selling Stockholders.  This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, nor shall
there be any sale of these securities by any person in any
jurisdiction in which it is unlawful for such person to make such
offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circum-
stances create an implication that the information contained
herein is correct as of any time subsequent to the date
hereof.

            The date of this Prospectus is September 25, 1998.

PAGE
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and in accordance therewith, files reports, proxy
statements, and other information with the Securities and
Exchange Commission (the "Commission").

      The Company has filed with the Commission a Registration
Statement on Form S-8 (together with all amendments, schedules
and exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") with
respect to the Common Stock offered hereby.  This Prospectus
omits certain of the information set forth in the Registration
Statement, and reference is hereby made to the Registration
Statement for further information with respect to the Company and
the Common Stock offered hereby.  Any statements contained herein
concerning the provisions of any documents are not necessarily
complete, and in each such instance reference is made to the copy
of such document filed as an exhibit to the Registration
Statement.  Each such statement is qualified in its entirety by
such reference.

      Reports and other information filed by the Company with the
Commission and copies of the Registration Statement can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, DC 20549, and should also be available for
inspection and copying at the following regional offices of the
Commission:  7 World Trade Center, Suite 1300, New York, New York
10048; and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511.  Information concerning
the operation of the Public Reference Room can be obtained by
calling the Commission at 1-800-SEC-0330. Copies of such material
also may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates, and through the Commission's Internet address
at "http://www.sec.gov".
                                               
                             TABLE OF CONTENTS
                                                      Page

      The Company ................................     3

      Risk Factors ...............................     3     

      Selling Stockholders .......................     11

      Legal Matters ..............................     11

      Experts ....................................     11
 
      Indemnification of Directors and Officers...     11

      Information Incorporated by Reference ......     12

                                               
      The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of
this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has
been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that
this Prospectus incorporates.  Requests for such copies should be
directed to Optek Technology, Inc., 1215 West Crosby Road,
Carrollton, Texas 75006.  The Company's telephone number at that
location is (972) 323-2200.

PAGE
THE COMPANY

      Optek Technology, Inc. (the "Company") markets, designs and
manufactures sensor products based on either of two technologies:
optoelectronics or magnetic field sensing.  These products react
to changes in infrared light or magnetic fields which indicate
physical events such as position, speed or rotation and convert
this information into an electrical signal which can then be
communicated to control devices such as microprocessors capable
of processing and responding to that signal.  Because
optoelectronic and magnetic sensors operate without physical
contact, they are capable of more accurate and reliable
measurement and can be used with more sensitive and delicate
equipment than standard mechanical or electromechanical devices.
These characteristics, combined with increased speed, durability
and compactness, have stimulated the substitution of
optoelectronic and magnetic sensors for mechanical and
electromechanical processors.

      The Company was incorporated in Texas in October 1979 as
"Crown Semiconductor, Inc." and reincorporated in Delaware in
August 1984, changing its name to "Optek Technology, Inc."  Its
executive offices are located at 1215 West Crosby Road,
Carrollton, Texas 75006, a city immediately north of Dallas.  The
Company's telephone number is (972) 323-2200.

                              RISK FACTORS

      An investment in the shares of Common Stock offered by this
Prospectus involves a high degree of risk.  Prospective investors
should carefully consider the risk factors set forth below, as
well as the other information set forth in this Prospectus or
incorporated herein by reference, prior to making any investment
in the Common Stock offered hereby.

      This Prospectus, including the information incorporated by
reference herein, includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act.  All of the
statements contained in this Prospectus, other than statements of
historical fact, should be considered forward-looking statements,
including, but not limited to, those concerning the Company's
strategies, objectives and plans for expansion of its operations,
products and services and growth in demand for sensor products.
There can be no assurances that these expectations will
prove to have been correct.  Important factors that could cause
actual results to differ materially from the Company's
expectations ("Cautionary Statements") are disclosed in this
Prospectus, included, without limitation, under "Risk Factors." 
All subsequent written and oral forward-looking statements by or
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by such Cautionary
Statements.  Prospective investors are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof and are not intended to give any
assurance as to future results.  The Company undertakes no
obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of
unanticipated events.

      Fluctuations in Operating Results.  The Company's net sales
and operating results have varied on a quarterly and an annual
basis in the past and may vary significantly in the future. The
Company's first fiscal quarter, which ends in January, includes
the holiday season, which impacts customer order entry and also
includes an annual facilities shutdown, and has therefore
traditionally been the Company's lowest in terms of net sales and
operating income.  Historically, the Company's net sales have
been lower in such quarter than in the immediately preceding
quarters. The Company's third fiscal quarter has in the past been
affected by the extended vacation season in Europe, which reduces
international sales during that period.  The Company's net sales
and operating results could be materially and adversely affected
by many factors, some of which are partially or wholly outside
the control of the Company, including, among others, failure to
be selected to supply sensors for new products and programs,
quality control of products sold, the relatively long sales and
development cycle for the Company's products, the Company's
ability to introduce new products and technologies on a timely
basis, market acceptance of the Company's and its customers'
products, the timing, deferral or cancellation of customer orders
and related shipments, competitive pressures on selling prices,
availability of raw materials, fluctuations in yields, changes in
product mix, changes in the lead time required to ship products
after receipt of an order, introduction of products and
technologies by the Company's competitors and customers,
personnel changes and difficulties in attracting and retaining
qualified technical personnel and economic conditions generally
and in the automotive and commercial markets.
A significant portion of the Company's product sales are
made pursuant to standard purchase orders that, in some cases,
are cancelable without significant penalties.  In addition,
purchase orders are subject to changes in quantities of products
and delivery schedules to reflect changes in customers'
requirements and manufacturing availability. The Company's actual
shipments depend in part on the Company's manufacturing capacity
and the availability of raw materials from the Company's
suppliers. The Company's expense levels are based, in part, on
its expectations as to future net sales and to some extent are
fixed in the short term. Accordingly, the Company may be
unable to adjust spending in a timely manner to compensate for
any unexpected shortfall in revenues, and any significant
shortfall of demand in relation to the Company's expectations or
any material delay or deferral of customer orders would have a
material adverse effect on the Company's business, operating
results and financial condition.

      The Company has commenced expenditures to increase
manufacturing capacity and engineering resources
in anticipation of additional potential net sales.  In the event
that such additional net sales do not materialize when
and as anticipated, such expenditures could adversely affect the
Company's gross margins and operating  margins.

      As a result of the foregoing and other factors, it is
likely that in some future periods the Company's operating
results will fail to meet the expectations of public market
analysts or investors.  In such event, or in the event
that adverse conditions prevail or are perceived to prevail
generally or with respect to the Company's business, the
trading price of the Company's Common Stock could drop
significantly. 

      Dependence on Automotive Industry.  The automotive
industry, which accounted for approximately 25% of the Company's
net sales during fiscal 1997, has in recent years represented the
fastest area of growth for the Company. Thus, the maintenance of
or improvement in the Company's operating results for future
periods will depend in part on its success in the automotive
sensor market and on the increasing of use of sensors in
automobiles to improve fuel efficiency, safety and consumer
options.  Currently, a substantial portion of the Company's auto-
motive assemblies are sold for use in a relatively small number
of applications.  The Company's growth rate has been more
significantly impacted by the additional of new programs than
growth in existing programs.  Therefore, the Company's
year-to-year growth rate depends largely upon the number, size
and timing of new programs added, if any.  No assurance can be
given that additional applications will be developed or that the
Company will be successful in participating in them.  In
addition, the selection of the Company as a supplier for a
program does not necessarily entail any contractual commitment on
the part of the customer to purchase products from the Company. 

      The automotive industry is cyclical due to general economic
conditions, the level of interest rates, consumer confidence,
patterns of consumer spending and the automobile replacement
cycle, all of which are beyond the control of the Company.  In
addition, the Company's customers in the automotive industry are
highly unionized and have in the past experienced labor
disruptions.  Accordingly, automotive production may not increase
or may decline in the future. A significant reduction or
prolonged interruption in automotive production could have a
material adverse effect on the Company's business, operating
results and financial condition.
Dependence on Customer Specific Products; Lengthy Sales and
Development Cycle.  A substantial portion of the Company's
products are designed to address the specific needs of individual
customers. As a result, the sales and development cycle for these
products can be lengthy, with the development cycle alone ranging
from four to 36 months or longer for new products in new
applications, and are particularly long for products targeted
to the automotive industry. Because customer specific products
are developed for particular customers' applications, some of the
Company's current and future customer specific products may never
be produced in high volume, or at all, due to the Company's
inability to introduce custom products in a timely manner, delays
in the introduction of the Company's customers' products, the
failure of the Company's customers' products to achieve and
sustain commercial success or the discontinuation of a customer's
product line. Any of these occurrences could have a
material adverse effect on the Company's business, operating
results and financial condition.

      Product Life Cycles; Dependence on Selection as Provider
for New Products.  The Company's ability to generate net sales in
the future is primarily dependent on its being selected by OEMs
as a provider of sensor components and/or assemblies for their
new products.  OEMs typically select and qualify sensor providers
for new product models during the initial design and testing
phases of their product development cycles, which typically
range from four to over 36 months in length.  Once a new product
model is implemented, its life cycle typically ranges from three
to 15 years.  The Company believes that it would be difficult for
it to begin providing components and assemblies for use in a
particular end product if the Company had not been selected and
qualified as a provider during the development of such product. 
Therefore, a failure to be selected as a provider during the
early stages of a product's life cycle could preclude the Company
from ever providing assemblies and components for such product
model throughout its life cycle.  In addition, such failure to be
selected could reduce the Company's ability to be selected as a
provider for future product models if, for example, such failure
adversely affects the working relationship between the Company
and the manufacturer of such product model.  There can be no
assurance that the Company will be selected as a provider of
sensor assemblies and components for new product models
introduced by current customers or other OEMs.  Unless the
Company is selected as a supplier of sensor components and
assemblies for new models as existing models are phased out, the
Company's business, operating results and financial condition
could materially and adversely affected.

      Customer Concentration.  Historically, a relatively small
number of customers has accounted for a significant percentage of
the Company's total net sales, and the Company expects that this
trend will continue. During fiscal 1997, the Company's ten
largest customers accounted for approximately 63% of net sales. 
Three customers, Strattec Security Corporation, General Motors
Corporation and Pitney Bowes, Inc., made purchases which account-
ed for 13%, 13% and 10%, respectively, of the Company's net sales
for fiscal 1997.  In each of fiscal 1994, 1995 and 1996, the
Company has had two customers that each accounted for at least
10% of total net sales.   The Company's ability to achieve sales
in the future will depend upon its ability to obtain orders from,
maintain relationships with and provide support to a relatively
small number of existing and new key customers.  As a result, any
cancellation, reduction, rescheduling or delay in orders by or
shipments to any significant customer or the discontinuation or
redesign by any such customer of its products which currently
incorporate one or more of the Company's products could have a
material adverse effect on the Company's business, operating
results and financial condition. 

      Pricing Pressure.  There is continuing pressure from OEMs
to reduce costs associated with outside suppliers such as the
Company.  In some cases, the Company sells products under
agreements which contain provisions that require the Company to
reduce its per unit price over time.  The Company's other
products, subject to periodic re-quotation, may also experience
declining average selling prices over their life cycles with a
similar potential impact on gross margins if the Company is
unable to reduce corresponding costs or introduce new products
with higher gross margins.  If the Company is unable to make
corresponding product cost reductions, the resulting decline in
the average selling prices of the products sold could reduce the
Company's product gross margin.

     Foreign Manufacturing Operations.  Over 80% of the Company's
components and assemblies are produced in facilities operated by
the Company in Juarez, Mexico.  Mexico has enacted legislation to
promote the use of such manufacturing operations by foreign
companies and continuation of these operations depends upon: 
compliance with applicable laws and regulations of the United
States and Mexico; the availability of less expensive labor; and
the continuation of favorable exchange rates. These operations
are authorized to operate as Maquiladoras by the Ministry of
Commerce and Industrial Development of Mexico.  Maquiladora
status allows the Company to wholly own its Mexican subsidiaries
and to import items into Mexico duty free, provided that such
items, after processing, are re-exported from Mexico within six
months.  Maquiladora status, which must be renewed every two
years, is subject to various restrictions and requirements,
including: compliance with the terms of the Maquiladora
program; proper utilization of imported materials; hiring and
training of Mexican personnel; compliance with tax, labor,
exchange control and notice provisions and regulations; and
compliance with locational constraints. Although assembly
operations in Mexico continue to be less expensive than
comparable operations in the United States, in recent years many
companies have established Maquiladora operations in the Juarez
area to take advantage of lower labor costs.  Increasing demand
for labor, particularly skilled labor and professionals, from new
and existing Maquiladora operations has in the past and could in
the future result in increased labor costs. The Company may
be required to make additional investments in automating
equipment to partially offset increased labor costs.  The
loss of Maquiladora status, the inability to recruit, hire and
retain qualified employees, a significant increase in labor
costs, unfavorable exchange rates or interruptions in the trade
relations between the United States and Mexico could
have a material adverse effect on the Company's business,
operating results and financial condition.  The Company
anticipates that additional manufacturing capacity, primarily in
Mexico, will be required to support growth over the
next several years.  Therefore, capital expenditures are planned
to increase to a total of approximately $10 to $15 million to be
expended over the next two to three fiscal years (including
fiscal year 1998) to support anticipated future growth in demand
for the Company's products.  The timing and amount of such
expenditures is subject to adjustment based upon continued
evaluation by management.

      International Sales.  In fiscal 1996 and 1997,
international sales constituted approximately 28% and 23%,
respectively, of the Company's net sales.  The Company expects
that revenues derived from international sales will continue to
represent a significant portion of its net sales in the future. 
Because all of the Company's revenues from international sales
have to date been denominated in United States dollars, the
Company does not currently face significant currency exchange
rate risks.  However, international operations and demand for the
Company's and its customers' products are subject to a variety of
risks, including tariffs, import restrictions and other trade
barriers, changes in regulatory requirements, longer accounts
receivable payment cycles, adverse tax consequences, export
license requirements, foreign government regulation, political
and economic instability and changes in diplomatic and trade
relationships.  In addition, currency fluctuations could reduce
demand for the Company's products or demand for its customers'
products by making them more expensive than competitors'
products.  There can be no assurance that one or more of the
foregoing risks will not have a direct or indirect material
adverse effect on the Company's business, operating results and
financial condition.  Moreover, the laws of certain foreign
countries in which the Company's products are or may in the
future be sold may not protect the Company's intellectual
property rights to the same extent as the laws of the United
States, thus increasing the possibility of infringement or misap-
propriation of the Company's intellectual property.

      Competition.  The Company believes that competition in the
market for custom optoelectronic and magnetic sensors is intense
and is likely to increase. Competition in the sensor markets
served by the Company is primarily based upon custom design
capabilities, quality, technology, responsiveness, timely
delivery and price.  The Company competes with numerous companies
for the custom optoelectronic and magnetic sensor requirements of
OEMs producing office equipment, automotive products, industrial
products, specialized aerospace/defense and medical applications
and communications equipment.  The Company believes that its
principal competitor for sales of custom sensor components and
assemblies is Honeywell, Inc.  In addition, because certain OEMs,
either directly or through affiliated entities, have internal
capabilities to design and manufacture custom sensor components
and assemblies, the Company must also compete with the in-house
capabilities of such OEMs.  In some cases, the Company's
prospective customers may elect to purchase low-cost standardized
sensor components from commodity suppliers and utilize their
in-house design and manufacturing capabilities to adapt such
standard components to fulfill their sensor requirements. 
Certain of the Company's current and potential competitors may
have substantially greater financial resources, name recognition
and/or more extensive engineering, manufacturing, marketing and
customer service and support capabilities than the Company. 
Furthermore, the Company expects its competitors to continually
improve their design and manufacturing capabilities and to
introduce new products and processes with enhanced performance
characteristics and/or lower prices.  While the Company believes
that its custom design capabilities, quality, responsiveness,
engineering and operating efficiencies are competitive
advantages, no assurance can be given that the Company will be
able to compete successfully in the future.  This competitive
environment could result in significant price reductions or the
loss of orders from current and/or potential customers which, in
each case, could materially adversely affect the Company's
business, operating results and financial condition.

      Sole or Limited Sources of Supply.  The Company relies on
outside vendors to supply raw materials used in the manufacture
of its sensor components and assemblies.  From time to time,
certain of these materials, including lead frames used in the
manufacture of discrete sensor components, are only attainable
from a sole or limited group of qualified suppliers.  The
Company's reliance on outside vendors generally, and on a sole or
limited group of suppliers in particular, involves several risks,
including a potential inability to obtain an adequate supply of
required materials, reduced control over pricing and timely
delivery of materials, and limited ability to pass on price
increases to its customers.  Because the procurement of certain
of these components may require long lead times, there can be no
assurance that delays or shortages caused by suppliers will not
occur.  The Company's ability to fill customer orders may depend
on the availability of numerous different components from its
suppliers and, particularly in periods of high demand, the
Company has experienced difficulties in obtaining certain
materials when needed which, in some cases, has delayed
deliveries to the Company's customers.  Furthermore, the
Company's customers, in particular in the automotive industry,
may require the Company to secure certain materials from quali-
fied manufacturers and the process of qualifying an alternate
supplier can take several months.  If the Company is
unable to secure materials due to supplier shortages or for any
other reason, it could adversely affect the Company's
ability to retain customer orders or to deliver products on a
timely basis, which in turn could adversely affect its
relationships with customers.  If significant customer
relationships were adversely affected in this manner or if
significant orders were cancelled or delayed, it could have a
material adverse effect on the Company's business,
operating results and financial condition.

      Limited Intellectual Property Protection.  The Company
relies on its technical engineering expertise as protected by
trade secret laws and nondisclosure agreements and, to a lesser
extent, on a combination of patent, maskwork rights, copyright,
trademark and other intellectual property protection methods to
protect its proprietary technology.  Although the Company
currently holds four patents and has one pending patent
application in the United States, the Company believes that
patents are of less significance in its industry than such
factors as customer service, innovation, technical expertise and
know-how of its personnel.  There can be no assurance that the
Company's competitors will not be able to legally ascertain the
nonpatented proprietary information embedded in the Company's
sensor components or other products, in which case the Company
may be unable to prevent use of such information.  To the extent
the Company elects to assert its patent rights, there can be no
assurance that any claims of the Company's patents will be
sufficiently broad to protect the Company's technology.  In
addition, there can be no assurance that any patents issued to
the Company will not be challenged, invalidated or circumvented,
that any rights granted thereunder will provide adequate
protection to the Company, or that the Company will have
sufficient resources to prosecute its rights.  The Company has
received notification of patent issues concerning a process used
to manufacture a small portion of its products, but believes the
issues asserted are without merit.  There can be no assurance
that infringement claims by third parties or claims for
indemnification resulting from infringement claims will not be
asserted in the future, or that such assertions, if proven to be
true, will not materially adversely affect the Company's
business, operating results and financial condition.  If any such
claims are asserted against the Company, the Company may seek to
obtain a license under the third party's intellectual property
rights.  There can be no assurance that a license will be
available on reasonable terms or at all.  Alternatively, the
Company could resort to litigation to challenge such claims. 
Such challenges could be extremely expensive and time consum-
ing.  Adverse determinations in any litigation could subject the
Company to significant liabilities to third parties,
require the Company to seek licenses from third parties and
prevent the Company from manufacturing and selling
its products.  Any of these developments could have a material
adverse effect on the Company's business, operating results and
financial condition.

      Limited Insurance Coverage; Environmental Regulation.  The
operations of the Company in the United States and in Mexico
involve the use of industrial machine tools and exposure to
hazardous chemicals, with attendant risks of liability for
personal injury and property damage.  There can be no assurance
that accidents will not occur or that the Company will not incur
substantial liability in connection with the operation of its
business.  The Company maintains workers' compensation insurance
and general liability insurance, with policy limits of  $1
million and $2 million, respectively, per accident or occurrence.

The Company also maintains an umbrella policy with limits of $15
million in the aggregate.  Such insurance excludes coverage for
losses or liabilities relating to environmental damage or
pollution.  The Company's business, operating results and
financial condition could be materially adversely affected by a
claim that was not covered or only partially covered by its
insurance.  In addition, the Company is subject to a variety of
domestic and Mexican governmental regulations relating to the
use, storage, handling and disposal of toxic or other hazardous
substances used in connection with its manufacturing activities. 
Any failure by the Company to control the use, storage, handling
or disposal or adequately restrict the discharge of hazardous
or toxic substances could subject the Company to significant
liabilities or could cause the Company's manufacturing
operations to be curtailed or suspended.

      Technological Change.  While the Company is unaware of any
emerging technology that would have an adverse effect on its
business, there can be no assurance that products or technologies
developed by others will not render the Company's products
obsolete or non-competitive.  There can be no assurance that the
Company will be able to define new products successfully and
develop and bring to market new and enhanced products on a timely
and cost effective basis, develop or access new processes or
technologies or respond effectively to new technological
changes or new product announcements by others.  A failure in any
of these areas could have a material adverse effect on the
Company's business, operating results and financial condition.

      Reliance on Key Personnel; Need for Additional Technical
Personnel. The Company's future financial performance will depend
in significant part upon the continued contributions of its
executive officers and other key personnel, many of whom would be
difficult to replace.  Competition for such personnel is intense,
and there can be no assurance that the Company will be successful
in attracting or retaining such personnel.  To better retain
them, the Company has entered into employment agreements with its
senior management. The failure to retain such persons, or to
attract and retain replacements, could materially adversely
affect the Company's business, operating results and financial
condition.

      The Company believes that a key requirement for competing
successfully in the optoelectronic and magnetic sensor business
is the ability to attract and retain creative and knowledgeable
design engineers and other technical personnel who are qualified
in these fields. The number of design engineers who have the
education, training, creativity and experience to design complex
sensor solutions is very limited, and the competition for such
personnel can be intense.  Because of the active involvement of
the Company's design engineers in the sales process, the
Company's ability to pursue new customers and new projects from
existing customers is affected by its available engineering
resources. The Company's future success will be heavily dependent
upon its ability to attract and retain qualified design,
technical and management personnel.  There can be no assurance
that the Company will be able to continue to attract and retain
these personnel, and the failure to do so could have a material
adverse effect on the Company's business, operating results and
financial condition.

      Risks of Product Liability.  The use of the Company's
products in various industrial, commercial or consumer
applications may subject the Company to product liability claims.

The automotive industry, in particular, has historically faced
frequent product liability and similar claims.  Although the
Company has not experienced any product liability claims to date,
the sale of products by the Company may entail the risk of such
claims.  Further, notwithstanding the possible existence of legal
defenses or contractual limitations of liability, industry
practices or the need to maintain good customer relationships may
lead the Company to make payments related to such product
liability claims.  The Company does not currently maintain
significant levels of product liability insurance.  Notwith-
standing the provisions in the agreements with its customers, any
product liability claim, which often involve claims for
substantial damages, brought against the Company could have a
material adverse effect upon the Company's business, operating
results and financial condition.
Risks of Product Recalls.  The automotive industry is
heavily regulated by government agencies which establish various
vehicle safety standards that are often indirectly related to the
components and subcomponents in their vehicles. To the extent
that any vehicles or any parts therein are required to be or are
voluntarily recalled and the recall involves vehicles or parts
that are directly or indirectly related to any of the Company's
products, the Company may be required to repair or replace its
products, redesign or reproduce its products or halt production
or shipment of its products. Further, any recall of vehicles or
parts directly or indirectly related to any of the Company's
products may have the effect of damaging the Company's
reputation. Although no such recall has involved the Company or
its products in the past, there can be no assurance that such a
recall will not occur in the future or that if such a recall does
occur that the Company's business, operating results and
financial condition will not be materially adversely affected.

      Year 2000 Compliance.  The Year 2000 Issue is the result of
computer programs being written using two digits rather than four
to define the applicable year.  Any of the Company's computer
programs that have date-sensitive software may recognize a date
using  00  as the year 1900 rather than the Year 2000.  This
could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a
temporary inability to process transactions, send invoices, or
engage in similar normal business activities.  To become Year
2000 compliant, the Company anticipates maintaining its hardware
platform, but replacing or upgrading most of the software.  In
addition, all PCs, HVAC, test equipment and external providers
will be reviewed and acted on accordingly.  It is anticipated
that the Company will be fully Year 2000 compliant by April 30,
1999. Although the Company is committed to a successful and
timely Year 2000 conversion and funds are dedicated and available
for this project, no assurance can be given that it will be fully
and timely implemented.   Failure of the Company's equipment or
software to operate properly with regard to the Year 2000 and
thereafter could require the Company to incur unanticipated
expenses to remedy any problems, which could have a material
adverse effect on the Company's business, operating results and
financial condition.  Furthermore, the purchasing patterns of
customers or potential customers may be affected by Year 2000
issues as companies expend significant resources to correct
their current systems for year 2000 compliance.  These
expenditures may result in reduced funds to purchase
products and services such as those offered by the Company, which
could have a material adverse effect on the Company's business,
operating results and financial condition.

      Uncertain Need and Availability of Additional Funding. 
Although the Company believes that its existing cash reserves,
credit facility and cash flows from operations will be adequate
to fund the Company's operations for at least the next 12 months,
there can be no assurance that such sources will be adequate or
that additional funds will not be required either during or after
such period.  No assurance can be given that additional financing
will be available or that, if available, it will be available on
terms favorable to the Company or its stockholders.  If addi-
tional funds are raised through the issuance of equity
securities, the percentage ownership of then current stock-
holders of the Company will be reduced and such equity securities
may have rights, preferences or privileges senior to those of the
holders of the Company's Common Stock. If adequate funds are not
available to satisfy either short or long-term capital
requirements, the Company may be required to limit its operations
significantly.  The Company's capital requirements will depend on
many factors, including, but not limited to, the rate at which
the Company develops and introduces its products, the market
acceptance and competitive position of such products, the levels
of promotion and advertising required to market such products and
attain a competitive position in the marketplace, and the
response of competitors to the Company's products.  

      Possible Volatility in Price of Common Stock.  The market
price of the Common Stock is likely to be volatile and may be
significantly affected by factors such as actual or anticipated
fluctuations in the Company's operating results, the introduction
of new products, new contracts or changes in pricing policies by
the Company or its competitors, developments with respect to
proprietary rights, changes in earnings estimates by analysts,
conditions and trends in the industries to which it markets its
sensors as well as general market conditions and other fac-
tors.  In addition, the stock market has from time to time
experienced significant price and volume fluctuations that
have particularly affected the market prices for the securities
of technology companies.  These broad market fluctuations, as
well as general economic, market and political conditions, may
adversely affect the market price of the Company's Common Stock.
In the past, following periods of volatility in the market price
of a company's common stock, securities class action litigation
has often occurred against such companies.  There can be no
assurance that such litigation will not occur in the future with
respect to the Company.  Such litigation could result in
substantial costs and a diversion of management's attention and
resources, which could have a material adverse effect upon the
Company's business, operating results and financial condition. 
There can be no assurance that the trading price of the Common
Stock will not decline substantially below the public offering
price.
      
     Potential Future Acquisitions.  In the future, the Company
may pursue acquisitions of product lines, technologies or
businesses.  Future acquisitions by the Company may result in the
use of significant amounts of cash, potentially dilutive
issuances of equity securities, incurrence of debt and
amortization expenses related to goodwill and other intangible
assets, each of which could materially adversely affect the
Company's business, operating results and financial condition. 
In addition, acquisitions involve numerous risks, including
difficulties in the assimilation of the operations, technologies
and products of the acquired company, the diversion of
management's attention from other business concerns, risks of
entering markets in which the Company has no or limited direct
prior experience, and the potential loss of key employees of the
acquired company.  There are currently no negotiations, com-
mitments or agreements with respect to any acquisition.  In the
event that such an acquisition does occur, however, there can be
no assurance as to the effect thereof on the Company's business,
operating results and financial condition.

      Potential Issuance of Preferred Stock.  The Board of
Directors has the authority to issue up to 1,000,000 shares of
preferred stock and to determine the price, rights, preferences,
privileges and restrictions, including voting rights, of those
shares without any further vote or action by the stockholders. 
The rights of the holders of Common Stock will be subject to, and
may be adversely and materially affected by, the rights of the
holders of any preferred stock that may be issued in the future. 
The issuance of preferred stock, while potentially providing
desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company.  The Company has
no current plans to issue shares of preferred stock.

      Anti-Takeover Provisions of Delaware Law.  The Company is
subject to Section 203 of the Delaware General Corporation Law
which, subject to certain exceptions, prohibits a publicly held
Delaware corporation from engaging in a business combination
(which includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder)
with an "interested stockholder" (defined generally as any person
who beneficially owns 15% or more of the outstanding voting stock
of the Company or any person affiliated with such person) for a
period of three years following the date of the transaction in
which the person became an interested stockholder, unless (i)
prior to such date the board of directors of the corporation
approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder,
or (ii) upon consummation of the transaction which resulted in
the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of
the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (x) by persons who are
directors and also officers and (y) by employee stock plans in
which the employee participants do not have the right
to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer, or (iii) on
or subsequent to such date the business combination is approved
by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder.

PAGE
SELLING STOCKHOLDERS

      The Selling Stockholders will be Non-Employee Directors (as
defined in Rule 16b-3 promulgated by the Securities and Exchange
Commission) who elect under the terms of the Company's Directors'
Formula Compensation Plan to receive shares of the Company's
Common Stock or options to acquire shares of the Company's
Common Stock.  The amounts of such Common Stock or options to be
acquired cannot be determined as of the date of this Prospectus,
but will be supplied by amendment.

      As of August 25, 1998, the Company had approximately
7,712,607 shares of Common Stock outstanding. 

      The Company has been advised by the Selling Stockholders
that they intend to sell all or a portion of the shares offered
hereby from time to time in the over-the-counter market and that
sales will be made at prices prevailing at the times of such
sales.  The Selling Stockholders may also make private sales
directly or through a broker or brokers.  In connection with any
sales, the Selling Stockholders and any brokers participating in
such sales may be deemed to be underwriters within the meaning of
the Securities Act.

      The Company has informed the Selling Stockholders that the
anti-manipulative rules contained in Regulation M promulgated
under the Securities Exchange Act of 1934 may apply to their
sales in the market and has furnished each Selling Stockholder
with a copy of these Rules and has informed them of the possible
need for delivery of copies of this Prospectus.

      There can be no assurance that any of the Selling
Stockholders will sell any or all of the shares of Common
Stock offered by them hereunder.

                         LEGAL MATTERS

      The validity of the shares of Common Stock offered hereby
has been passed upon for the Company by Hewitt & Hewitt, P.C.,
Dallas, Texas.   Mr. Hewitt, a principal of Hewitt & Hewitt,
P.C., beneficially owns 8,500 shares of Common Stock and is the
Secretary of the Company.

                           EXPERTS

      The consolidated financial statements and schedule of Optek
Technology, Inc. as of October 31, 1997 and October 25, 1996, and
for each of the years in the three-year period ended October 31,
1997, have been incorporated by reference in this Prospectus and
in the Registration Statement of which this Prospectus forms a
part, in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing. 

                 INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law
empowers the Company to indemnify its current and former
Directors, officers and certain other persons against certain
expenses incurred by them in connection with any suit to which
they were, are or are threatened to be made parties by reason of
their serving in such positions, so long as they acted in good
faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to
any criminal action, they had no reasonable cause to believe
their conduct was unlawful.  With respect to suits by or in the
right of the Company, however, the power to indemnify does not
extend to judgments or settlement amounts and, unless the court
determines that indemnification is appropriate, indemnification
is not available for the benefit of such persons who are adjudged
to be liable to the Company. The statute also empowers the
Company to purchase and maintain insurance for such persons with
respect to liability arising out of or in connection with their
capacity or status with the Company.  The Company currently
maintains liability insurance for the benefit of its officers and
Directors.

      The statute further specifically provides that the
indemnification authorized thereby shall not be deemed
exclusive of any other rights to which any such officer or
Director may be entitled under any bylaws, agreements,
vote of stockholders or disinterested Directors or otherwise. 
Article IX of the Company's Bylaws provides for the
indemnification of Directors, officers and certain other persons
within the limitations of Section 145. 

      Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to Directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, 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 Securities Act and is
therefore unenforceable.

                   INFORMATION INCORPORATED BY REFERENCE

      The following documents have been filed with the Commission
(File No. 0-16304) pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") and are incorporated herein
by reference and made a part of this Prospectus:

      1.    The Company's Annual Report on Form 10-K for the year
ended October 31, 1997;

      2.    The Company's Forms 10-K/A filed on January 30, 1998;
January 30, 1998; March 25, 1998 and April 29, 1998,
respectively;

      3.    The Company's Quarterly Reports on Form 10-Q for the
quarters ended January 30, 1998; May 1, 1998 and July 31, 1998;
and

      4.    Description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A.

      All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Company's Common Stock shall be deemed to be
incorporated herein by reference and made a part of this
Prospectus from the respective filing dates of such documents. 
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.

PAGE
PART II

                          INFORMATION REQUIRED IN
                        THE REGISTRATION STATEMENT
Item Number

3           Incorporation of Documents by Reference.

            The following documents have been filed with the
Commission (File No. 0-16304) pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and are incorporated
herein by reference and made a part of this Prospectus:

            1.    The Company's Annual Report on Form 10-K for
the year ended October 31, 1997;

            2.    The Company's Forms 10-K/A filed on January 30,
1998; January 30, 1998; March 25, 1998 and April 29, 1998,
respectively;

            3.    The Company's Quarterly Reports on Form 10-Q
for the quarters ended January 30, 1998; May 1, 1998 and July 31,
1998; and

            4.    Description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A.

            All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of
the offering of the Company's Common Stock shall be deemed to be
incorporated herein by reference and made a part of this
Prospectus from the respective filing dates of such documents. 
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute
a part of this Prospectus.

4           Description of Securities.

            Not applicable.

5           Interests of Named Experts and Counsel.

            The validity of the shares of Common Stock offered
hereby has been passed upon for the Company by Hewitt & Hewitt,
P.C., Dallas, Texas.  Mr. Hewitt, a principal of Hewitt & Hewitt,
P.C., beneficially owns 8,500 shares of Common Stock and is the
Secretary of the Company.

6           Indemnification of Directors and Officers.  

            Section 145 of the Delaware General Corporation Law
empowers the Registrant to indemnify its current and former
Directors, officers and certain other persons against certain
expenses incurred by them in connection with any suit to which
they were, are or are threatened to be made parties by reason of
their serving in such positions, so long as they acted in good
faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Registrant and, with
respect to any criminal action, they had no reasonable cause to 
believe their conduct was unlawful.
With respect to suits by or in the right of the Registrant,
however, the power to indemnify does not extend to judgments or
settlement amounts and, unless the court determines that
indemnification is appropriate, indemnification is not available
for the benefit of such persons who are adjudged to be liable to
the Registrant. The statute also empowers the Registrant to
purchase and maintain insurance for such persons with respect to
liability arising out of or in connection with their capacity or
status with the Registrant.  The Registrant currently maintains
liability insurance for the benefit of its officers and
Directors.

            The statute further specifically provides that the
indemnification authorized thereby shall not be deemed exclusive
of any other rights to which any such officer or Director may be
entitled under any bylaws, agreements, vote of stockholders or
disinterested Directors or otherwise.  Article IX of the
Registrant's Bylaws provides for the indemnification of
Directors, officers and certain other persons within the
limitations of Section 145.  

7           Exemption from Registration Claimed.

            Not applicable.

8           Exhibits.
            
            Exhibit
            Number
            5.1         Opinion and Consent of Hewitt & Hewitt,
                         P.C.

            5.2         Opinion and Consent of Hewitt & Hewitt,
                         P.C.

            10.1        Directors' Formula Compensation Plan.(1)

            10.2        Form of Option Agreement.

            23.1        Consent of KPMG Peat Marwick LLP.

            23.2        Consent of Counsel.  (Reference is made
                         to Exhibit 5.2.)

            24          Power of Attorney.  (Reference is made to
                         the signature page.)    
                             
            (1)   Filed as Exhibit 10.61 to Optek Technology,
Inc's Form 10-Q for the quarter ended May 2, 1997 and
incorporated herein by reference.   

9           Undertakings.

            The undersigned Registrant hereby undertakes to file,
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

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

                  (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;
(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 (i) and (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
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.

            The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

            The undersigned Registrant hereby undertakes 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.

            The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

            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 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 Carrollton, State of Texas, on the 18th day of
August, 1998.

                                       OPTEK TECHNOLOGY, INC.

                                       By: /s/ Jerry L. Curtis   
                                       Jerry L. Curtis, President

                             POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas R.
Filesi, William J. Collinsworth, and Christopher M. Hewitt, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities
(including his capacity as a director and/or officer of Optek
Technology, Inc.) to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to
sign a Registration Statement pursuant to Section 462(b) of the
Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-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 and about the premises, 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 or
her 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/ Thomas R. Filesi Chairman, Chief Executive Officer,   
Thomas R. Filesi    and Director (Principal Executive
                    Officer)
                                             
/s/ William J. 
Collinsworth        Vice President - Finance (Principal          
William J.          Financial and Accounting Officer)   
Collinsworth                                           August
                                                       18, 1998
/s/ Jerry L. Curtis Director, President and Chief Operating   
Jerry L. Curtis     Officer                 
                                                      
/s/ Rodes Ennis     Director                      
Rodes Ennis                                           
                                                      
/s/ Grant Dove      Director                
Grant Dove                                            
                                                      
/s/ William         
Daughtrey           Director
William Daughtrey                                     
                                                      
/s/ Michael Cahr    Director                      
Michael Cahr                                          
                                                      
/s/ Wayne 
Stevenson           Director                      
Wayne Stevenson
OPTEK TECHNOLOGY, INC.

                    REGISTRATION STATEMENT ON FORM S-8

                             INDEX TO EXHIBITS

Exhibit                                              
Sequentially
Number                              Description       Numbered

5.1         Opinion and Consent of Hewitt & Hewitt, P.C.

5.2         Opinion and Consent of Hewitt & Hewitt, P.C.

10.1        Directors' Formula Compensation Plan.(1)

10.2        Form of Option Agreement.

23.1        Consent of KPMG Peat Marwick LLP.

23.2        Consent of Counsel.  (Reference is made to Exhibit
               5.2.)

24          Power of Attorney.  (Reference is made to the
               signature page.)
      
                 

(1)   Filed as Exhibit 10.68 to Optek Technology, Inc's Form 10-Q
for the quarter ended May 2, 1997 and incorporated herein by
reference.