<PAGE>
 
                                                   Registration No. 333-_______

================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                          ---------------------------

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

                            RF POWER PRODUCTS, INC.
            (Exact name of registrant as specified in its charter)


                               1007 Laurel Oak Road                   
NEW JERSEY                     Voorhees, New Jersey 08043       22-2361086
----------                     ---------------------------      ----------  
(State or other jurisdiction   (Address of Principal Executive  (I.R.S. Employer
of incorporation or            Offices) (Zip Code)              Identification 
organization)                                                   No.)
                            
                                    
                RF Power Products, Inc. 1992 Stock Option Plan
              RF Power Products, Inc. 1993 Non-Employee Directors
                               Stock Option Plan
                RF Power Products, Inc. 1995 Stock Option Plan
                           (Full Title of the Plan)
                            ---------------------- 

                                 Joseph Stach
                      Chairman of the Board and President
                            RF Power Products, Inc.
                             1007 Laurel Oak Road
                          Voorhees, New Jersey 08043
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service:  (609) 627-6100
              ---------------------------------------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 

  Title of                          Proposed maximum    Proposed maximum           Amount of      
securities to       Amount to       offering price      aggregate offering        Registration   
be registered     be registered      per share(1)           price(1)                  fee 
-------------     -------------      ------------           --------            ---------------- 
<S>               <C>              <C>                  <C>                     <C> 
Common Stock        768,399          $ 5.53125             $ 4,250,207           $ 1,288.00
par value $.01      shares       
per share
                 
</TABLE> 

   (1)  Pursuant to Rule 457(h), these prices are estimated solely for the 
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of the Registrant's common stock on the American
Stock Exchange on August 25, 1997.

   There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the RF
Power Products, Inc. 1992 Stock Option Plan and the RF Power Products, Inc. 1993
Non-Employee Directors Stock Option Plan  (collectively, the "Plans").

                                       1
<PAGE>
 
                                   STATEMENT

   This Form S-8 Registration Statement is being filed with the Securities and
Exchange Commission (the "Commission") by RF Power Products, Inc., a New Jersey
corporation (the "Company"), in order to register (i) 618,399 shares of Common
Stock (the "Common Stock") which represents the anticipated number of shares
that will be available for issuance under the 1992 Stock Option Plan for five
years (beginning with the fiscal year 1997) pursuant to a provision which
increases the number of shares available thereunder by 1% of the total number of
shares of Common Stock outstanding on the last trading day of the fiscal year
ended November 30, 1996, and on the last trading day of each succeeding fiscal
year and (ii) 150,000 additional shares of Common Stock under the Company's 1993
Non-Employee Directors Stock Option Plan, all of which may be issued upon the
exercise of options granted under the Plans.

   On March 12, 1993, the Company filed a Form S-8 Registration Statement 
(No. 33-59414) with the Commission registering 800,000 shares of Common Stock to
be issued under the 1992 Stock Option Plan. On January 7, 1994, the Company
filed a Form S-8 Registration Statement (No. 33-73922) with the Commission
registering 400,000 shares of Common Stock to be issued under the 1992 Stock
Option Plan and 180,000 shares of Common Stock to be issued under the 1993 Non-
Employee Directors Stock Option Plan. The contents of both of those Registration
Statements are incorporated by reference in their entirety herein.

                                    PART I

Item 1.  PLAN INFORMATION.

         Not included pursuant to Form S-8 instructions.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not included pursuant to Form S-8 instructions.

                                    PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this registration 
statement the following documents and information heretofore filed by the
Company under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") with the Commission:

                 (1)  the Company's Annual Report on Form 10-K for the fiscal 
                      year ended November 30, 1996;

                 (2)  the Company's Quarterly Report on Form 10-Q for the 
                      quarter ended February 28, 1997;

                 (3)  the Company's Quarterly Report on Form 10-Q for the 
                      quarter ended May 31, 1997; and

                 (4)  the description of the common stock of the Company which
                      is contained in the Company's Registration Statement on
                      Form 10 dated May 19, 1992, as amended by Form 8 dated
                      July 14, 1992, filed by the Registrant with the Commission
                      pursuant to Section 12 of the Exchange Act, including any
                      amendments or reports filed for the purpose of updating
                      such description.

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

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                       2
<PAGE>
 
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 14A:3-5 of the New Jersey Business Corporation Act contains 
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers, employees and agents (collectively "corporate agents") and
related matters.

         Under subsection 14A:3-5(2) a corporation has the power to indemnify 
a corporate agent against expenses and liabilities in connection with any
pending, threatened or completed civil, criminal, administrative or arbitrative
action, suit or proceeding, and any appeal therein and in any inquiry or
investigation which could lead to such action, suit or proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation, if such corporate
agent acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation and, with respect to any
criminal proceeding, such corporate agent had no reasonable cause to believe his
conduct was unlawful.

         Subsection 14A:3-5(3) provides for indemnification with respect to 
derivative actions similar to that provided by subsection 14A:3-5(2).  However,
indemnification is not provided under subsection 14A:3-5(3) in respect of any
claim, issue or matter as to which such corporate agent has been adjudged to be
liable to the corporation, unless and only to the extent that the proper court
determines upon application that despite the adjudication of liability, but in
view of all circumstances of the case, such corporate agent is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.

         Subsection 14A:3-5(4) provides that indemnification against expenses is
mandatory to the extent that such corporate agent has been successful on the
merits or otherwise in any proceeding referred to in subsections 14A:3-5(2) and
14A:3-5(3) or in defense of any claim, issue or matter therein.

         Subsection 14A:3-5(5) provides that any indemnification under 
subsection 14A:3-5(2) and, unless ordered by a court, any indemnification under
subsection 14A:3-5(3), may be made by the corporation only as authorized in a
specific case upon a determination that indemnification is proper in the
circumstances because the corporate agent met the applicable standard of conduct
set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3), and unless
otherwise provided in the certificate of incorporation or bylaws, such
determination will be made by the board of directors or a committee thereof,
acting by a majority vote of a quorum consisting of directors who are not
parties to or otherwise involved in the proceeding; or if such a quorum is not
obtainable, or, even if obtainable and such quorum of the board of directors or
committee by a majority vote of the disinterested directors so directs, by
independent legal counsel, in a written opinion, such counsel to be designated
by the board of directors; or by the shareholders if the certificate of
incorporation or bylaws or a resolution of the board of directors of the
shareholders so directs.

         Subsection 14A:3-5(6) provides that expenses incurred by a corporate 
agent in connection with a proceeding may be paid by the corporation in advance
of the final disposition of the proceeding as authorized by the board of
directors upon receipt of an undertaking by or on behalf of the corporate agent
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified as provided in this section.

         Subsection 14A:3-5(7) provides that if a corporation upon application 
of a corporate agent has failed or refused to provide indemnification required
under Section 14A:3-5(4) or permitted under subsections 14A:3-5(2), (3) and (6),
a corporate agent may apply to a court pursuant to the guidelines set forth in
this subsection for an award of indemnification by the corporation, and such
court may award indemnification and allow reasonable expenses pursuant to
Section 14A:3-5.

         Subsection 14A:3-5(8) provides that the indemnification in advancement
of expenses provided by or granted pursuant to other subsections of this section
shall not exclude any other rights, including the right to be indemnified
against liabilities of expenses incurred in proceedings by or in the right of
the corporation, to which a corporate agent may be entitled under a certificate
of incorporation, bylaw, agreement, vote of shareholders, or otherwise; provided
that no indemnification shall be made to or on behalf of a corporate agent if a
judgment or other final adjudication adverse to the corporate agent establishes
that his acts or omissions were in breach of his duty of loyalty to the
corporation or its shareholders, as defined in subsection 14A:2-7(3), were not
in good faith or involved a knowing violation of law or resulted in receipt by
the corporate agent of an improper personal benefit.

                                       3
<PAGE>
 
         Subsection 14A:3-5(9) grants a corporation the power to purchase and 
maintain insurance on behalf of any corporate agent against any expenses
incurred in any proceeding and any liabilities asserted against him by reason of
his being or having been a corporate agent, whether or not the corporation would
have the power to indemnify him against such expenses and liabilities under the
provisions of this section.

         Subsection 14A:3-5(10) provides that the powers granted by this 
section may be exercised by the corporation, notwithstanding the absence of any
provision in its certificate of corporation or bylaws authorizing the exercise
of such powers.

         Subsection 14A:3-5(11) provides that except as required by subsection 
14A:3-5(4), no indemnification shall be made or expenses advanced by a
corporation under this section, and none shall be ordered by a court, if such
action would be inconsistent with a provision of the certificate of
incorporation, a bylaw, a resolution of the board of directors or of the
shareholders, an agreement or other proper corporate action, in effect at the
time of the accrual of the alleged cause of action asserted in the proceeding,
which prohibits, limits or otherwise conditions the exercise of indemnification
powers by the corporation or the rights of indemnification to which a corporate
agent may be entitled.

         Subsection 14A:3-5(12) provides that this section does not limit a 
corporation's power to pay or reimburse expenses incurred by a corporate agent
in connection with the corporate agent's appearance as a witness in a proceeding
at a time when the corporate agent has not been made a part of this proceeding.

         Section 7-2 of the Registrant's bylaws provides that except to the 
extent expressly prohibited by law, each corporate agent shall be indemnified by
the Registrant against his expenses and liabilities in connection with any
pending, threatened or completed civil, criminal, administrative or arbitrative
action, suit or proceeding, and any appeal therein and any inquiry or
investigation which could lead to such action, suit or proceeding (a
"Proceeding") involving the corporate agent by reason of his having been such
corporate agent. The right to indemnification conferred by Section 7-2 shall be
a contract right and shall also include the right to be paid by the Registrant
the expenses incurred in connection with a proceeding in advance of its final
disposition except to the extent prohibited by applicable law.

         Section 7-2 further provides that except to the extent that a 
corporate agent has been successful on the merits or otherwise in a proceeding
or in defense of any claim, issue or matter therein, any indemnification under
Section 7-2 shall be made only as authorized in a specific case by the Board of
Directors or committee thereof, acting by a majority vote of a quorum consisting
of directors who are not parties to or otherwise involved in the proceeding, or
by the shareholders.

         Section 7-3 states that expenses incurred by a corporate agent in 
connection with a proceeding may be paid by the Registrant in advance of the
final disposition of the proceeding as authorized by the Board of Directors upon
receipt of undertaking by or on behalf of the corporate agent to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified as provided in Article 7 of the New Jersey Business Corporation Act.

         Section 7-4 states that the Registrant may purchase and maintain 
insurance on behalf of any corporate agent against any expenses incurred in a
proceeding and any liabilities asserted against such person by reason of such
person having been a corporate agent. The Registrant may purchase such insurance
from, or such insurance may be reinsured in whole or in part by, an insurer
owned by or otherwise affiliated with the Registrant, whether or not such
insurer does business with other insureds.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       4
<PAGE>
 
Item 8.  EXHIBITS.

         Exhibit
         Number                          Description

         4.1         Amended and Restated Certificate of Incorporation of the
                     Registrant (Exhibit 3.1 to the Registrant's Annual Report
                     on Form 10-K for the fiscal year ended November 30, 1996)
         4.2         Amended and Restated By-laws of the Registrant (Exhibit 3.2
                     to the Registrant's Annual Report on Form 10-K for the
                     fiscal year ended November 30, 1996)
         4.3         RF Power Products, Inc. 1992 Stock Option Plan, as 
                     amended of the Registrant dated March 24, 1993 
         4.4         RF Power Products, Inc. 1993 Non-Employee Directors Stock
                     Option Plan, as amended
         4.5         RF Power Products, Inc. 1995 Stock Option Plan
         5.1         Opinion and Consent of Sills Cummis Zuckerman Radin
                     Tischman Epstein & Gross, P.A. with respect to the legality
                     of the securities being registered
         23.1        Consent of Sills Cummis Zuckerman Radin Tischman Epstein &
                     Gross, P.A. (contained in their opinion filed herewith as
                     Exhibit 5.1)
         23.2        Consent of KPMG Peat Marwick LLP
         23.3        Consent of Grant Thornton L.L.P.
         24.1        Power of Attorney executed by certain officers and 
                     directors of the Company
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 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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

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

provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section 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 section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

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

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

                 (b)  The undersigned registrant hereby undertakes that, for 
purposes of determining any 

                                       5
<PAGE>
 
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.

                 (c)  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.

                                       6
<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 Voorhees, State of New Jersey, on August 28, 1997.

                                    RF Power Products, Inc.


                                    By: /s/ Joseph Stach                  
                                       --------------------------------------- 
                                    Name: Joseph Stach                      
                                    Title: Chairman of the Board and President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Joseph Stach and Domenic Golato and each of them
severally, 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, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or 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 either of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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


Signature                     Title                           Date
---------                     -----                           ----
/s/ Joseph Stach              Chairman of the Board and       August 28, 1997
-----------------------       President (Chief Executive
Joseph Stach                  Officer)      

                              Treasurer and CFO (Principal    August 28, 1997
/s/ Domenic Golato            Accounting Officer and Chief
-----------------------       Financial Officer)                
Domenic Golato                                             
                                  
/s/ Christopher Ben           Secretary and Chief Operating   August 28, 1997
-----------------------       Officer 
Christopher Ben              

/s/ Arthur Zafiropoulo        Director                        August 28, 1997 
-----------------------
Arthur Zafiropoulo            

/s/ Gerald Starek             Director                        August 28, 1997
-----------------------
Gerald Starek

                                       7
<PAGE>
 
                                   EXHIBITS
                                   --------  

The following documents are filed as Exhibits hereto:

<TABLE> 
<CAPTION> 

Exhibit                                                                               Sequential Page No. or                  
Number          Description                                                           Incorporated by Reference to:           
------          -----------                                                           -----------------------------           
<S>             <C>                                                                   <C> 
4.1             Amended and Restated Certificate of Incorporation of                  Exhibit 3.1 to the Registrant's         
                the Registrant, as amended                                            Annual Report on Form 10-K for          
                                                                                      the fiscal year ended                   
                                                                                      November 30, 1996                       
                                                                                                                              
4.2             Amended and Restated By-laws of the Registrant                        Exhibit 3.2 to the Registrant's         
                                                                                      Annual Report on Form 10-K              
                                                                                      for the fiscal year ended               
                                                                                      November 30, 1996                       
                                                                                                                              
4.3             RF Power Products, Inc. 1992 Stock Option Plan, as                    Page
                amended, of the Registrant dated March 24, 1993                     
                                                                                                                              
4.4             RF Power Products, Inc. 1993 Non-Employee Directors                   Page
                Stock Option Plan, as amended                                                                                   
                                                                                                                              
4.5             RF Power Products, Inc. 1995 Stock Option Plan                        Page                                    
                                                                                                                              
5.1             Opinion and Consent of Sills Cummis Zuckerman Radin                   Page
                Tischman Epstein & Gross, P.A. with respect to the 
                legality of the securities being registered                                                               
                                                                                                                              
23.1            Consent of Sills Cummis Zuckerman Radin Tischman                      Filed herewith as Exhibit 5.1           
                Epstein & Gross, P.A.                                                                              
                                                                                                                              
23.2            Consent of KPMG Peat Marwick LLP                                      Page                                    
                                                                                                                              
23.3            Consent of Grant Thornton L.L.P.                                                                              
                                                                                                                              
24.1            Power of Attorney executed by certain officers of the                 Included in Signature Page
                Company                                                      

</TABLE> 

                                       8
<PAGE>
 
                            RF POWER PRODUCTS, INC.
                               _________________

                                   EXHIBITS

                                      for

                            REGISTRATION STATEMENT

                                      ON

                                   FORM S-8

                               _________________
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 30657}]
{"company-data": {"conformed-name": "RF POWER PRODUCTS INC", "cik": "0000887627", "assigned-sic": "3621", "irs-number": "222361086", "state-of-incorporation": "NJ", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34563", "film-number": "97672167"}, "business-address": {"street1": "502 GIBBSBORO MARLTON RD", "city": "VOORHEES", "state": "NJ", "zip": "08043", "phone": "6097510033"}}
Registration No. 333-_______

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                          ---------------------------

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

                            RF POWER PRODUCTS, INC.
            (Exact name of registrant as specified in its charter)

                               1007 Laurel Oak Road                   
NEW JERSEY                     Voorhees, New Jersey 08043       22-2361086
----------                     ---------------------------      ----------  
(State or other jurisdiction   (Address of Principal Executive  (I.R.S. Employer
of incorporation or            Offices) (Zip Code)              Identification 
organization)                                                   No.)
                            
                                    
                RF Power Products, Inc. 1992 Stock Option Plan
              RF Power Products, Inc. 1993 Non-Employee Directors
                               Stock Option Plan
                RF Power Products, Inc. 1995 Stock Option Plan
                           (Full Title of the Plan)
                            ---------------------- 

                                 Joseph Stach
                      Chairman of the Board and President
                            RF Power Products, Inc.
                             1007 Laurel Oak Road
                          Voorhees, New Jersey 08043
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service:  (609) 627-6100
              ---------------------------------------------------

                        CALCULATION OF REGISTRATION FEE
Title of                          Proposed maximum    Proposed maximum           Amount of      
securities to       Amount to       offering price      aggregate offering        Registration   
be registered     be registered      per share(1)           price(1)                  fee 
-------------     -------------      ------------           --------            ----------------
Common Stock        768,399          $ 5.53125             $ 4,250,207           $ 1,288.00
par value $.01      shares       
per share
(1)  Pursuant to Rule 457(h), these prices are estimated solely for the 
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of the Registrant's common stock on the American
Stock Exchange on August 25, 1997.

   There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the RF
Power Products, Inc. 1992 Stock Option Plan and the RF Power Products, Inc. 1993
Non-Employee Directors Stock Option Plan  (collectively, the "Plans").

                                       1
STATEMENT

   This Form S-8 Registration Statement is being filed with the Securities and
Exchange Commission (the "Commission") by RF Power Products, Inc., a New Jersey
corporation (the "Company"), in order to register (i) 618,399 shares of Common
Stock (the "Common Stock") which represents the anticipated number of shares
that will be available for issuance under the 1992 Stock Option Plan for five
years (beginning with the fiscal year 1997) pursuant to a provision which
increases the number of shares available thereunder by 1% of the total number of
shares of Common Stock outstanding on the last trading day of the fiscal year
ended November 30, 1996, and on the last trading day of each succeeding fiscal
year and (ii) 150,000 additional shares of Common Stock under the Company's 1993
Non-Employee Directors Stock Option Plan, all of which may be issued upon the
exercise of options granted under the Plans.

   On March 12, 1993, the Company filed a Form S-8 Registration Statement 
(No. 33-59414) with the Commission registering 800,000 shares of Common Stock to
be issued under the 1992 Stock Option Plan. On January 7, 1994, the Company
filed a Form S-8 Registration Statement (No. 33-73922) with the Commission
registering 400,000 shares of Common Stock to be issued under the 1992 Stock
Option Plan and 180,000 shares of Common Stock to be issued under the 1993 Non-
Employee Directors Stock Option Plan. The contents of both of those Registration
Statements are incorporated by reference in their entirety herein.

                                    PART I

Item 1.  PLAN INFORMATION.

         Not included pursuant to Form S-8 instructions.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not included pursuant to Form S-8 instructions.

                                    PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this registration 
statement the following documents and information heretofore filed by the
Company under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") with the Commission:

                 (1)  the Company's Annual Report on Form 10-K for the fiscal 
                      year ended November 30, 1996;

                 (2)  the Company's Quarterly Report on Form 10-Q for the 
                      quarter ended February 28, 1997;

                 (3)  the Company's Quarterly Report on Form 10-Q for the 
                      quarter ended May 31, 1997; and

                 (4)  the description of the common stock of the Company which
                      is contained in the Company's Registration Statement on
                      Form 10 dated May 19, 1992, as amended by Form 8 dated
                      July 14, 1992, filed by the Registrant with the Commission
                      pursuant to Section 12 of the Exchange Act, including any
                      amendments or reports filed for the purpose of updating
                      such description.

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

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                       2
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 14A:3-5 of the New Jersey Business Corporation Act contains 
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers, employees and agents (collectively "corporate agents") and
related matters.

         Under subsection 14A:3-5(2) a corporation has the power to indemnify 
a corporate agent against expenses and liabilities in connection with any
pending, threatened or completed civil, criminal, administrative or arbitrative
action, suit or proceeding, and any appeal therein and in any inquiry or
investigation which could lead to such action, suit or proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation, if such corporate
agent acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation and, with respect to any
criminal proceeding, such corporate agent had no reasonable cause to believe his
conduct was unlawful.

         Subsection 14A:3-5(3) provides for indemnification with respect to 
derivative actions similar to that provided by subsection 14A:3-5(2).  However,
indemnification is not provided under subsection 14A:3-5(3) in respect of any
claim, issue or matter as to which such corporate agent has been adjudged to be
liable to the corporation, unless and only to the extent that the proper court
determines upon application that despite the adjudication of liability, but in
view of all circumstances of the case, such corporate agent is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.

         Subsection 14A:3-5(4) provides that indemnification against expenses is
mandatory to the extent that such corporate agent has been successful on the
merits or otherwise in any proceeding referred to in subsections 14A:3-5(2) and
14A:3-5(3) or in defense of any claim, issue or matter therein.

         Subsection 14A:3-5(5) provides that any indemnification under 
subsection 14A:3-5(2) and, unless ordered by a court, any indemnification under
subsection 14A:3-5(3), may be made by the corporation only as authorized in a
specific case upon a determination that indemnification is proper in the
circumstances because the corporate agent met the applicable standard of conduct
set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3), and unless
otherwise provided in the certificate of incorporation or bylaws, such
determination will be made by the board of directors or a committee thereof,
acting by a majority vote of a quorum consisting of directors who are not
parties to or otherwise involved in the proceeding; or if such a quorum is not
obtainable, or, even if obtainable and such quorum of the board of directors or
committee by a majority vote of the disinterested directors so directs, by
independent legal counsel, in a written opinion, such counsel to be designated
by the board of directors; or by the shareholders if the certificate of
incorporation or bylaws or a resolution of the board of directors of the
shareholders so directs.

         Subsection 14A:3-5(6) provides that expenses incurred by a corporate 
agent in connection with a proceeding may be paid by the corporation in advance
of the final disposition of the proceeding as authorized by the board of
directors upon receipt of an undertaking by or on behalf of the corporate agent
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified as provided in this section.

         Subsection 14A:3-5(7) provides that if a corporation upon application 
of a corporate agent has failed or refused to provide indemnification required
under Section 14A:3-5(4) or permitted under subsections 14A:3-5(2), (3) and (6),
a corporate agent may apply to a court pursuant to the guidelines set forth in
this subsection for an award of indemnification by the corporation, and such
court may award indemnification and allow reasonable expenses pursuant to
Section 14A:3-5.

         Subsection 14A:3-5(8) provides that the indemnification in advancement
of expenses provided by or granted pursuant to other subsections of this section
shall not exclude any other rights, including the right to be indemnified
against liabilities of expenses incurred in proceedings by or in the right of
the corporation, to which a corporate agent may be entitled under a certificate
of incorporation, bylaw, agreement, vote of shareholders, or otherwise; provided
that no indemnification shall be made to or on behalf of a corporate agent if a
judgment or other final adjudication adverse to the corporate agent establishes
that his acts or omissions were in breach of his duty of loyalty to the
corporation or its shareholders, as defined in subsection 14A:2-7(3), were not
in good faith or involved a knowing violation of law or resulted in receipt by
the corporate agent of an improper personal benefit.

                                       3
Subsection 14A:3-5(9) grants a corporation the power to purchase and 
maintain insurance on behalf of any corporate agent against any expenses
incurred in any proceeding and any liabilities asserted against him by reason of
his being or having been a corporate agent, whether or not the corporation would
have the power to indemnify him against such expenses and liabilities under the
provisions of this section.

         Subsection 14A:3-5(10) provides that the powers granted by this 
section may be exercised by the corporation, notwithstanding the absence of any
provision in its certificate of corporation or bylaws authorizing the exercise
of such powers.

         Subsection 14A:3-5(11) provides that except as required by subsection 
14A:3-5(4), no indemnification shall be made or expenses advanced by a
corporation under this section, and none shall be ordered by a court, if such
action would be inconsistent with a provision of the certificate of
incorporation, a bylaw, a resolution of the board of directors or of the
shareholders, an agreement or other proper corporate action, in effect at the
time of the accrual of the alleged cause of action asserted in the proceeding,
which prohibits, limits or otherwise conditions the exercise of indemnification
powers by the corporation or the rights of indemnification to which a corporate
agent may be entitled.

         Subsection 14A:3-5(12) provides that this section does not limit a 
corporation's power to pay or reimburse expenses incurred by a corporate agent
in connection with the corporate agent's appearance as a witness in a proceeding
at a time when the corporate agent has not been made a part of this proceeding.

         Section 7-2 of the Registrant's bylaws provides that except to the 
extent expressly prohibited by law, each corporate agent shall be indemnified by
the Registrant against his expenses and liabilities in connection with any
pending, threatened or completed civil, criminal, administrative or arbitrative
action, suit or proceeding, and any appeal therein and any inquiry or
investigation which could lead to such action, suit or proceeding (a
"Proceeding") involving the corporate agent by reason of his having been such
corporate agent. The right to indemnification conferred by Section 7-2 shall be
a contract right and shall also include the right to be paid by the Registrant
the expenses incurred in connection with a proceeding in advance of its final
disposition except to the extent prohibited by applicable law.

         Section 7-2 further provides that except to the extent that a 
corporate agent has been successful on the merits or otherwise in a proceeding
or in defense of any claim, issue or matter therein, any indemnification under
Section 7-2 shall be made only as authorized in a specific case by the Board of
Directors or committee thereof, acting by a majority vote of a quorum consisting
of directors who are not parties to or otherwise involved in the proceeding, or
by the shareholders.

         Section 7-3 states that expenses incurred by a corporate agent in 
connection with a proceeding may be paid by the Registrant in advance of the
final disposition of the proceeding as authorized by the Board of Directors upon
receipt of undertaking by or on behalf of the corporate agent to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified as provided in Article 7 of the New Jersey Business Corporation Act.

         Section 7-4 states that the Registrant may purchase and maintain 
insurance on behalf of any corporate agent against any expenses incurred in a
proceeding and any liabilities asserted against such person by reason of such
person having been a corporate agent. The Registrant may purchase such insurance
from, or such insurance may be reinsured in whole or in part by, an insurer
owned by or otherwise affiliated with the Registrant, whether or not such
insurer does business with other insureds.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       4
Item 8.  EXHIBITS.

         Exhibit
         Number                          Description

         4.1         Amended and Restated Certificate of Incorporation of the
                     Registrant (Exhibit 3.1 to the Registrant's Annual Report
                     on Form 10-K for the fiscal year ended November 30, 1996)
         4.2         Amended and Restated By-laws of the Registrant (Exhibit 3.2
                     to the Registrant's Annual Report on Form 10-K for the
                     fiscal year ended November 30, 1996)
         4.3         RF Power Products, Inc. 1992 Stock Option Plan, as 
                     amended of the Registrant dated March 24, 1993 
         4.4         RF Power Products, Inc. 1993 Non-Employee Directors Stock
                     Option Plan, as amended
         4.5         RF Power Products, Inc. 1995 Stock Option Plan
         5.1         Opinion and Consent of Sills Cummis Zuckerman Radin
                     Tischman Epstein & Gross, P.A. with respect to the legality
                     of the securities being registered
         23.1        Consent of Sills Cummis Zuckerman Radin Tischman Epstein &
                     Gross, P.A. (contained in their opinion filed herewith as
                     Exhibit 5.1)
         23.2        Consent of KPMG Peat Marwick LLP
         23.3        Consent of Grant Thornton L.L.P.
         24.1        Power of Attorney executed by certain officers and 
                     directors of the Company
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 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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

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

provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section 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 section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

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

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

                 (b)  The undersigned registrant hereby undertakes that, for 
purposes of determining any 

                                       5
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.

                 (c)  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.

                                       6
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 Voorhees, State of New Jersey, on August 28, 1997.

                                    RF Power Products, Inc.

                                    By: /s/ Joseph Stach                  
                                       --------------------------------------- 
                                    Name: Joseph Stach                      
                                    Title: Chairman of the Board and President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Joseph Stach and Domenic Golato and each of them
severally, 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, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or 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 either of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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

Signature                     Title                           Date
---------                     -----                           ----
/s/ Joseph Stach              Chairman of the Board and       August 28, 1997
-----------------------       President (Chief Executive
Joseph Stach                  Officer)      

                              Treasurer and CFO (Principal    August 28, 1997
/s/ Domenic Golato            Accounting Officer and Chief
-----------------------       Financial Officer)                
Domenic Golato                                             
                                  
/s/ Christopher Ben           Secretary and Chief Operating   August 28, 1997
-----------------------       Officer 
Christopher Ben              

/s/ Arthur Zafiropoulo        Director                        August 28, 1997 
-----------------------
Arthur Zafiropoulo            

/s/ Gerald Starek             Director                        August 28, 1997
-----------------------
Gerald Starek

                                       7
EXHIBITS
                                   --------  

The following documents are filed as Exhibits hereto:
Exhibit                                                                               Sequential Page No. or                  
Number          Description                                                           Incorporated by Reference to:           
------          -----------                                                           -----------------------------
4.1             Amended and Restated Certificate of Incorporation of                  Exhibit 3.1 to the Registrant's         
                the Registrant, as amended                                            Annual Report on Form 10-K for          
                                                                                      the fiscal year ended                   
                                                                                      November 30, 1996                       
                                                                                                                              
4.2             Amended and Restated By-laws of the Registrant                        Exhibit 3.2 to the Registrant's         
                                                                                      Annual Report on Form 10-K              
                                                                                      for the fiscal year ended               
                                                                                      November 30, 1996                       
                                                                                                                              
4.3             RF Power Products, Inc. 1992 Stock Option Plan, as                    Page
                amended, of the Registrant dated March 24, 1993                     
                                                                                                                              
4.4             RF Power Products, Inc. 1993 Non-Employee Directors                   Page
                Stock Option Plan, as amended                                                                                   
                                                                                                                              
4.5             RF Power Products, Inc. 1995 Stock Option Plan                        Page                                    
                                                                                                                              
5.1             Opinion and Consent of Sills Cummis Zuckerman Radin                   Page
                Tischman Epstein & Gross, P.A. with respect to the 
                legality of the securities being registered                                                               
                                                                                                                              
23.1            Consent of Sills Cummis Zuckerman Radin Tischman                      Filed herewith as Exhibit 5.1           
                Epstein & Gross, P.A.                                                                              
                                                                                                                              
23.2            Consent of KPMG Peat Marwick LLP                                      Page                                    
                                                                                                                              
23.3            Consent of Grant Thornton L.L.P.                                                                              
                                                                                                                              
24.1            Power of Attorney executed by certain officers of the                 Included in Signature Page
                Company
8
RF POWER PRODUCTS, INC.
                               _________________

                                   EXHIBITS

                                      for

                            REGISTRATION STATEMENT

                                      ON

                                   FORM S-8

                               _________________