As filed with the Securities and Exchange Commission on July 25, 2001
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                     CEPHEID
             (Exact Name of Registrant as Specified in its Charter)

                California                                  77-0441625
       (State or Other Jurisdiction                      (I.R.S. Employer
     Jurisdiction of Incorporation or                   Identification No.)
               Organization)

                              1190 Borregas Avenue
                            Sunnyvale, CA 94089-1302
                    (Address of Principal Executive Offices)

                             1997 STOCK OPTION PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                               Thomas L. Gutshall
                             Chief Executive Officer
                                     Cepheid
                              1190 Borregas Avenue
                            Sunnyvale, CA 94086-1302
                     (Name and Address of Agent For Service)
                                 (408) 541-4191
              (Telephone Number, Including Area Code, of Agent For
                                    Service)

                                   Copies to:

                                 SARAH A. O'DOWD
                       HELLER EHRMAN WHITE & MCAULIFFE LLP
                              275 MIDDLEFIELD ROAD
                        MENLO PARK, CALIFORNIA 94025-3506
                            Telephone: (650) 324-7000
                            Facsimile: (650) 324-0638


<TABLE>
                                          CALCULATION OF REGISTRATION FEE
====================================================================================================================
<CAPTION>
                                                                                   Proposed Maximum
                                               Amount          Proposed Maximum        Aggregate       Amount of
           Title of Securities                  to be           Offering Price      Offering Price   Registration
             to be Registered               Registered(1)        per Share(2)                             Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>               <C>              <C>
               Common Stock                   2,865,915             $2.885            $8,268,165       $2,067.04
====================================================================================================================
<FN>
(1)      Pursuant to Rule 416(a),  this  registration  statement also covers any
         additional  securities that may be offered or issued in connection with
         any stock split, stock dividend or similar transaction.

(2)      Estimated   solely  for  the  purpose  of   computing   the  amount  of
         registration  fee pursuant to Rule 457(c) under the  Securities  Act of
         1933,  as  amended,  based on the average of the high and low prices of
         the Registrant's Common Stock reported on the Nasdaq National Market on
         July 18, 2001.
</FN>
</TABLE>


<PAGE>



         Explanatory  Note: This  Registration  Statement on Form S-8 relates to
         the issuance of up to 2,865,915  shares of the  Company's  Common Stock
         (the  "Shares").  Of the Shares,  792,732 are  issuable  pursuant to an
         evergreen provision in the Company's 1997 Stock Option Plan,  1,875,000
         are  issuable  pursuant to an increase in shares  authorized  under the
         Company's 1997 Stock Option Plan, and 198,183 are issuable  pursuant to
         an evergreen  provision in the Company's  2000 Employee  Stock Purchase
         Plan.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed or to be filed with the  Securities and
Exchange  Commission  (the  "Commission)  by the Registrant are  incorporated by
reference in this registration statement:

          (a)  Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 2000.

          (b)  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               March 31, 2001.

          (c)  The  description of the Common Stock of the Registrant  contained
               in the Registrant's Registration Statement on Form 8-A filed with
               the  Commission  on June 6, 2000  pursuant  to  Section 12 of the
               Exchange Act of 1934, as amended (the "Exchange Act").

         All documents  subsequently filed by the Registrant pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act and prior to the  termination of
the offering of the securities offered hereby shall be deemed to be incorporated
by reference into this  registration  statement and to be a part hereof from the
respective  dates of filing 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 registration  statement
to the extent that a statement  contained herein,  or in any other  subsequently
filed document that also is or is deemed to be incorporated by reference herein,
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Heller Ehrman White & McAuliffe  LLP, Menlo Park,  California.
HEWM Investors,  an entity  affiliated with Heller Ehrman White & McAuliffe LLP,
beneficially owns 71,875 shares of our Common Stock.

Item 6.  Indemnification of Directors and Officers

         Pursuant to Section 204(a) and 317 of the California Corporations Code,
as amended,  the  Registrant has included in its articles of  incorporation  and
by-laws  provisions  regarding the  indemnification of officers and directors of
the registrant.  Article III of Registrant's Restated Articles of Incorporation,
as amended, provides as follows:

         "The Corporation shall, to the maximum extent and in a manner permitted
by the Code,  indemnify  each of its Directors  against  expenses (as defined in
Section 317(a) of the Code),  judgments,  fines,  settlements  and other amounts
actually and reasonably  incurred in connection  with any proceeding (as defined
in Section  317(a) of the Code),  arising by reason of the fact that such person
is or was a Director  of the  Corporation.  For  purposes  of this  Article 6, a
"Director" of the  Corporation  includes any person (i) who is or was a Director
of the Corporation, (ii) who is or was serving at the request of the Corporation
as a director of another  foreign or domestic  corporation,  partnership,  joint
venture, trust or other enterprise, or (iii) who was a director of a corporation
which was a predecessor  corporation of the Corporation or of another enterprise
at the request of such predecessor corporation."

Article  7,  Section 1 of the  registrant's  Bylaws,  as  amended,  provides  as
follows:

                                      II-1

<PAGE>

         "To the  fullest  extent  permitted  by  law,  this  corporation  shall
indemnify its  directors,  officers,  employees  and other persons  described in
Section 317(a) of the California  Corporations Code,  including persons formerly
occupying any such position, against all expenses, judgments, fines, settlements
and other amounts  actually and reasonably  incurred by them in connection  with
any  "proceeding",  as that term is used in such Section and including an action
by or in the right of the corporation, by reason of the fact that such person is
or was a person  described by such Section.  "Expenses",  as used in this Bylaw,
shall have the same meaning as in Section 317(a) of the California  Corporations
Code."

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

          5.1  Opinion of Heller Ehrman White & McAuliffe LLP

          23.1 Consent of Ernst & Young LLP, Independent Auditors

          23.2 Consent of Heller  Ehrman White & McAuliffe LLP (filed as part of
               Exhibit 5.1)

          24.1 Power of Attorney (page II-4)

          99.1 1997 Stock Option Plan, as amended

          99.2 2000 Employee Stock Purchase  Plan, as amended  (Incorporated  by
               reference to Cepheid's  Registration  Statement on Form S-8 (File
               No. 333-41682), filed with the Securities and Exchange Commission
               on July 18, 2000)


Item 9.  Undertakings

         A.       The undersigned Registrant hereby undertakes:

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

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

                       (ii) To  reflect  in  the  prospectus any facts or events
                            arising after the effective date of the registration
                            statement  (of   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  A(1)(i) and  A(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant  to  Section  13 or  15(d)  of the  Exchange  Act  that are
incorporated by reference in the registration statement.

                  2.   That,  for  the  purpose  of  determining  any  liability
                       under   the  Securities  Act,  each  such  post-effective
                       amendment  shall  be  deemed  to  be a  new  registration
                       statement relating to the

                                      II-2
<PAGE>

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

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

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

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

                                      II-3

<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 Sunnyvale,  State of California, on this 25th day of
July, 2001.

                                     CEPHEID

                                          By:/s/   Thomas L. Gutshall
                                             -----------------------------------
                                                   Thomas L. Gutshall
                                                   Chief Executive Officer



                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Thomas L. Gutshall and  Catherine A. Smith his or her true and lawful  attorneys
in fact and  agents,  each acting  alone,  with full power of  substitution  and
resubstitution,  for him or her and in his name, place and stead, in any and all
capacities,  to sign any or all amendments (including post effective amendments)
to the  registration  statement  on  Form  S-8,  and to  sign  any  registration
statement for the same offering covered by this  registration  statement that is
to be effective upon filing  pursuant to Rule 462(b) under the Securities Act of
1933, as amended,  and all post effective  amendments  thereto,  and to file the
same, with all exhibits thereto, and all documents in connection therewith, with
the Commission,  granting unto said attorneys-in-fact and agents, 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
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and agents, each acting alone, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

                                      II-4

<PAGE>

<TABLE>
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities as of July 25, 2001.

<CAPTION>
            Signature                                       Title                                    Date
            ---------                                       -----                                    ----
<S>                                          <C>                                                  <C>
/s/Thomas L. Gutshall                        Chairman of the Board, Chief Executive               July 25, 2001
-------------------------------------          Officer and Director (Principal
Thomas L. Gutshall                             Executive Officer)


/s/Kurt Petersen                            President, Chief Operating Officer and                July 25, 2001
-------------------------------------          Director
Kurt Petersen, Ph.D.

/s/Catherine A. Smith                       Vice President of Finance and Chief Financial         July 25, 2001
-------------------------------------          Officer (Principal Financial and
Catherine A. Smith                             Accounting Officer)


/s/Gerald S. Casilli                        Director                                              July 25, 2001
-------------------------------------
Gerald S. Casilli

/s/Cristina H. Kepner                       Director                                              July 25, 2001
-------------------------------------
Cristina H. Kepner

/s/Ernest Mario                             Director                                              July 25, 2001
-------------------------------------
Ernest Mario, Ph.D.

/s/Dean O. Morton                           Director                                              July 25, 2001
-------------------------------------
Dean O. Morton

/s/Hollings C. Renton                       Director                                              July 25, 2001
-------------------------------------
Hollings C. Renton
</TABLE>


                                      II-5
<PAGE>

                                INDEX TO EXHIBITS

           Item No.      Description of Exhibits

             5.1         Opinion of Heller Ehrman White & McAuliffe LLP

             23.1        Consent of Ernst & Young LLP, Independent Auditors

             23.2        Consent of Heller  Ehrman White & McAuliffe  LLP (filed
                         as part of Exhibit 5.1)

             24.1        Power of Attorney (page II-4)

             99.1        1997 Stock Option Plan, as amended

             99.2        2000   Employee   Stock   Purchase   Plan,  as  amended
                         (Incorporated  by reference  to Cepheid's  Registration
                         Statement on Form S-8 (File No. 333-41682),  filed with
                         the  Securities  and  Exchange  Commission  on July 18,
                         2000)


                                      II-6
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{"company-data": {"conformed-name": "CEPHEID", "cik": "0001037760", "assigned-sic": "3826", "irs-number": "770441625", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65844", "film-number": "1689152"}, "business-address": {"street1": "1190 BORREGAS", "street2": "X", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4085414191"}, "mail-address": {"street1": "1190 BORREGAS", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
As filed with the Securities and Exchange Commission on July 25, 2001
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                     CEPHEID
             (Exact Name of Registrant as Specified in its Charter)

                California                                  77-0441625
       (State or Other Jurisdiction                      (I.R.S. Employer
     Jurisdiction of Incorporation or                   Identification No.)
               Organization)

                              1190 Borregas Avenue
                            Sunnyvale, CA 94089-1302
                    (Address of Principal Executive Offices)

                             1997 STOCK OPTION PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                               Thomas L. Gutshall
                             Chief Executive Officer
                                     Cepheid
                              1190 Borregas Avenue
                            Sunnyvale, CA 94086-1302
                     (Name and Address of Agent For Service)
                                 (408) 541-4191
              (Telephone Number, Including Area Code, of Agent For
                                    Service)

                                   Copies to:

                                 SARAH A. O'DOWD
                       HELLER EHRMAN WHITE & MCAULIFFE LLP
                              275 MIDDLEFIELD ROAD
                        MENLO PARK, CALIFORNIA 94025-3506
                            Telephone: (650) 324-7000
                            Facsimile: (650) 324-0638

                                          CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum
                                               Amount          Proposed Maximum        Aggregate       Amount of
           Title of Securities                  to be           Offering Price      Offering Price   Registration
             to be Registered               Registered(1)        per Share(2)                             Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock                   2,865,915             $2.885            $8,268,165       $2,067.04
====================================================================================================================
(1)      Pursuant to Rule 416(a),  this  registration  statement also covers any
         additional  securities that may be offered or issued in connection with
         any stock split, stock dividend or similar transaction.

(2)      Estimated   solely  for  the  purpose  of   computing   the  amount  of
         registration  fee pursuant to Rule 457(c) under the  Securities  Act of
         1933,  as  amended,  based on the average of the high and low prices of
         the Registrant's Common Stock reported on the Nasdaq National Market on
         July 18, 2001.
Explanatory  Note: This  Registration  Statement on Form S-8 relates to
         the issuance of up to 2,865,915  shares of the  Company's  Common Stock
         (the  "Shares").  Of the Shares,  792,732 are  issuable  pursuant to an
         evergreen provision in the Company's 1997 Stock Option Plan,  1,875,000
         are  issuable  pursuant to an increase in shares  authorized  under the
         Company's 1997 Stock Option Plan, and 198,183 are issuable  pursuant to
         an evergreen  provision in the Company's  2000 Employee  Stock Purchase
         Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed or to be filed with the  Securities and
Exchange  Commission  (the  "Commission)  by the Registrant are  incorporated by
reference in this registration statement:

          (a)  Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 2000.

          (b)  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               March 31, 2001.

          (c)  The  description of the Common Stock of the Registrant  contained
               in the Registrant's Registration Statement on Form 8-A filed with
               the  Commission  on June 6, 2000  pursuant  to  Section 12 of the
               Exchange Act of 1934, as amended (the "Exchange Act").

         All documents  subsequently filed by the Registrant pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act and prior to the  termination of
the offering of the securities offered hereby shall be deemed to be incorporated
by reference into this  registration  statement and to be a part hereof from the
respective  dates of filing 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 registration  statement
to the extent that a statement  contained herein,  or in any other  subsequently
filed document that also is or is deemed to be incorporated by reference herein,
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the Common Stock offered hereby will be passed upon for
the Registrant by Heller Ehrman White & McAuliffe  LLP, Menlo Park,  California.
HEWM Investors,  an entity  affiliated with Heller Ehrman White & McAuliffe LLP,
beneficially owns 71,875 shares of our Common Stock.

Item 6.  Indemnification of Directors and Officers

         Pursuant to Section 204(a) and 317 of the California Corporations Code,
as amended,  the  Registrant has included in its articles of  incorporation  and
by-laws  provisions  regarding the  indemnification of officers and directors of
the registrant.  Article III of Registrant's Restated Articles of Incorporation,
as amended, provides as follows:

         "The Corporation shall, to the maximum extent and in a manner permitted
by the Code,  indemnify  each of its Directors  against  expenses (as defined in
Section 317(a) of the Code),  judgments,  fines,  settlements  and other amounts
actually and reasonably  incurred in connection  with any proceeding (as defined
in Section  317(a) of the Code),  arising by reason of the fact that such person
is or was a Director  of the  Corporation.  For  purposes  of this  Article 6, a
"Director" of the  Corporation  includes any person (i) who is or was a Director
of the Corporation, (ii) who is or was serving at the request of the Corporation
as a director of another  foreign or domestic  corporation,  partnership,  joint
venture, trust or other enterprise, or (iii) who was a director of a corporation
which was a predecessor  corporation of the Corporation or of another enterprise
at the request of such predecessor corporation."

Article  7,  Section 1 of the  registrant's  Bylaws,  as  amended,  provides  as
follows:

                                      II-1
"To the  fullest  extent  permitted  by  law,  this  corporation  shall
indemnify its  directors,  officers,  employees  and other persons  described in
Section 317(a) of the California  Corporations Code,  including persons formerly
occupying any such position, against all expenses, judgments, fines, settlements
and other amounts  actually and reasonably  incurred by them in connection  with
any  "proceeding",  as that term is used in such Section and including an action
by or in the right of the corporation, by reason of the fact that such person is
or was a person  described by such Section.  "Expenses",  as used in this Bylaw,
shall have the same meaning as in Section 317(a) of the California  Corporations
Code."

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

          5.1  Opinion of Heller Ehrman White & McAuliffe LLP

          23.1 Consent of Ernst & Young LLP, Independent Auditors

          23.2 Consent of Heller  Ehrman White & McAuliffe LLP (filed as part of
               Exhibit 5.1)

          24.1 Power of Attorney (page II-4)

          99.1 1997 Stock Option Plan, as amended

          99.2 2000 Employee Stock Purchase  Plan, as amended  (Incorporated  by
               reference to Cepheid's  Registration  Statement on Form S-8 (File
               No. 333-41682), filed with the Securities and Exchange Commission
               on July 18, 2000)

Item 9.  Undertakings

         A.       The undersigned Registrant hereby undertakes:

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

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

                       (ii) To  reflect  in  the  prospectus any facts or events
                            arising after the effective date of the registration
                            statement  (of   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  A(1)(i) and  A(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant  to  Section  13 or  15(d)  of the  Exchange  Act  that are
incorporated by reference in the registration statement.

                  2.   That,  for  the  purpose  of  determining  any  liability
                       under   the  Securities  Act,  each  such  post-effective
                       amendment  shall  be  deemed  to  be a  new  registration
                       statement relating to the

                                      II-2
securities  offered  therein,  and  the  offering of such
                       securities at that time shall be deemed to be the initial
                       bona fide offering thereof.

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

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

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

                                      II-3
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 Sunnyvale,  State of California, on this 25th day of
July, 2001.

                                     CEPHEID

                                          By:/s/   Thomas L. Gutshall
                                             -----------------------------------
                                                   Thomas L. Gutshall
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Thomas L. Gutshall and  Catherine A. Smith his or her true and lawful  attorneys
in fact and  agents,  each acting  alone,  with full power of  substitution  and
resubstitution,  for him or her and in his name, place and stead, in any and all
capacities,  to sign any or all amendments (including post effective amendments)
to the  registration  statement  on  Form  S-8,  and to  sign  any  registration
statement for the same offering covered by this  registration  statement that is
to be effective upon filing  pursuant to Rule 462(b) under the Securities Act of
1933, as amended,  and all post effective  amendments  thereto,  and to file the
same, with all exhibits thereto, and all documents in connection therewith, with
the Commission,  granting unto said attorneys-in-fact and agents, 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
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and agents, each acting alone, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

                                      II-4
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities as of July 25, 2001.
Signature                                       Title                                    Date
            ---------                                       -----                                    ----
/s/Thomas L. Gutshall                        Chairman of the Board, Chief Executive               July 25, 2001
-------------------------------------          Officer and Director (Principal
Thomas L. Gutshall                             Executive Officer)

/s/Kurt Petersen                            President, Chief Operating Officer and                July 25, 2001
-------------------------------------          Director
Kurt Petersen, Ph.D.

/s/Catherine A. Smith                       Vice President of Finance and Chief Financial         July 25, 2001
-------------------------------------          Officer (Principal Financial and
Catherine A. Smith                             Accounting Officer)

/s/Gerald S. Casilli                        Director                                              July 25, 2001
-------------------------------------
Gerald S. Casilli

/s/Cristina H. Kepner                       Director                                              July 25, 2001
-------------------------------------
Cristina H. Kepner

/s/Ernest Mario                             Director                                              July 25, 2001
-------------------------------------
Ernest Mario, Ph.D.

/s/Dean O. Morton                           Director                                              July 25, 2001
-------------------------------------
Dean O. Morton

/s/Hollings C. Renton                       Director                                              July 25, 2001
-------------------------------------
Hollings C. Renton
II-5
INDEX TO EXHIBITS

           Item No.      Description of Exhibits

             5.1         Opinion of Heller Ehrman White & McAuliffe LLP

             23.1        Consent of Ernst & Young LLP, Independent Auditors

             23.2        Consent of Heller  Ehrman White & McAuliffe  LLP (filed
                         as part of Exhibit 5.1)

             24.1        Power of Attorney (page II-4)

             99.1        1997 Stock Option Plan, as amended

             99.2        2000   Employee   Stock   Purchase   Plan,  as  amended
                         (Incorporated  by reference  to Cepheid's  Registration
                         Statement on Form S-8 (File No. 333-41682),  filed with
                         the  Securities  and  Exchange  Commission  on July 18,
                         2000)

                                      II-6