<PAGE>
 
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              PRI Automation, Inc.
--------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

           Massachusetts                                     04-2495703
--------------------------------------------------------------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

  805 Middlesex Turnpike, Billerica, Massachusetts                01821
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

             Nonqualified Stock Option granted by Registrant to Mark
        Johnston dated October 29, 1997 Nonqualified Stock Option granted
           by Registrant to Donald A. Rosenthal dated October 29, 1997
              Nonqualified Stock Option granted by Registrant to 
                      Paul Sutton dated October 29, 1997
                Interval Logic Corporation 1995 Stock Option Plan
--------------------------------------------------------------------------------
                           (Full titles of the plans)

                                Mordechai Wiesler
                             Chief Executive Officer
                              PRI Automation, Inc.
                             805 Middlesex Turnpike
                         Billerica, Massachusetts 01821
                                 (508) 663-8555
--------------------------------------------------------------------------------
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                           Robert L. Birnbaum, Esquire
                            William R. Kolb, Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE> 
<CAPTION> 
                                                                                 Proposed
Title of                                                Proposed                 Maximum
Securities                     Amount                   Maximum                  Aggregate             Amount of
to be                          to be                    Offering Price           Offering              Registration
Registered                     Registered               Per Share                Price                 Fee
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                      <C>                   <C> 
Common Stock                     43,725                 $39.125/(1)/             $1,710,741/(1)/        $  518.41/(1)/
(par value $0.01)                shares
----------------------------------------------------------------------------------------------------------------------
Common Stock                     42,225                 $39.125/(2)/             $1,652,053/(2)/        $  500.63/(2)/
(par value $0.01)                shares
----------------------------------------------------------------------------------------------------------------------
Common Stock                     33,225                 $39.125/(3)/             $1,299,928/(3)/        $  393.92/(3)/
(par value $0.01)                shares
----------------------------------------------------------------------------------------------------------------------
Common Stock                     39,170                 $2.63/(4)/               $  103,017/(4)/        $   31.22/(4)/
(par value $0.01)                shares
---------------------------------------------------------------------------------------------------------------------
Totals                          158,345                                          $4,765,739             $1,444.18
                                 shares
---------------------------------------------------------------------------------------------------------------------
</TABLE> 

(1)      For shares issuable pursuant to Nonqualified Stock Option granted by
         Registrant to Mark Johnston dated October 29, 1997, outstanding at
         November 24, 1997, calculated pursuant to Rule 457(h) based on the
         exercise price of such option.

(2)      For shares issuable pursuant to Nonqualified Stock Option granted by
         Registrant to Donald A. Rosenthal dated October 29, 1997, outstanding
         at November 24, 1997, calculated pursuant to Rule 457(h) based on the
         exercise price of such option.

(3)      For shares issuable pursuant to Nonqualified Stock Option granted by
         Registrant to Paul Sutton dated October 29, 1997, outstanding at
         November 24, 1997, calculated pursuant to Rule 457(h) based on the
         exercise price of such option.

(4)      For shares issuable pursuant to stock options under Interval Logic
         Corporation 1995 Stock Option Plan, outstanding at November 24, 1997,
         calculated pursuant to Rule 457(h) based on the weighted average
         exercise price of such options.
<PAGE>
 
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

      The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by PRI Automation, Inc. (the "Company") are
incorporated in this registration statement by reference:

     (a) the Company's annual report, as amended, on Form 10-K for the fiscal
year ended September 30, 1996;

     (b) the Company's quarterly reports on Form 10-Q for the quarters ended
December 29, 1996, March 30, 1997 and June 29, 1997;

     (c) the Company's current reports on Form 8-K dated April 15, 1997 and
November 10, 1997; and

     (d) the description of the Company's Common Stock contained in the
registration statement on Form 8-A filed with the Commission on October 12, 1994
under Section 12 of the Securities Exchange Act of 1934, including any amendment
or report filed for the purpose of updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
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 part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      The validity of the shares offered hereby will be passed upon for the
Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts. A member of that firm
owns beneficially 9,000 shares of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers.

      Article 6C of the Company's Restated Articles of Organization provides
that the Company (with certain exceptions) will indemnify and hold harmless to
the fullest extent authorized by the Massachusetts 

                                      II-1
<PAGE>
 
Business Corporation Law each person who was or is made a party or is threatened
to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "Proceeding"), by reason of the fact that he or she is or was (a)
a director of the Company, (b) an officer of the Company elected or appointed by
the stockholders or the Board of Directors, or (c) serving, at the request of
the Company as evidenced by a vote of the Board of Directors prior to the
occurrence of the event to which the indemnification relates, as a director,
officer, employee or other agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (such persons described in (a), (b) and (c) are sometimes
hereinafter referred to as an "Indemnitee") against all expense, liability, and
loss reasonably incurred by any such Indemnitee in connection therewith. The
Company may also, to the extent authorized by the Board of Directors, grant
rights to indemnification, and to an advancement of expenses, to any employee or
agent of the Company. Notwithstanding the foregoing, if Massachusetts Business
Corporation Law requires, an advancement of expenses incurred by an Indemnitee
will be made only upon delivery to the Company of an undertaking, by or on
behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is not
further right to appeal that such Indemnitee is not entitled to be indemnified
for such expenses.

      The rights under Article 6C may not be amended or terminated so as to
adversely affect an individual's rights with respect to the period prior to such
amendment without the consent of the person entitled to the indemnification
(unless otherwise required by the Massachusetts Business Corporation Law).

      Section 67 of Chapter 156B of the Massachusetts Business Corporation Law
authorizes a corporation to indemnify its directors, officers, employees and
other agents unless such person shall have been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that his action was in
the best interests of the corporation or to the extent that such matter relates
to service with respect to an employee benefit plan, in the best interests of
the participants of such employee benefit plan.

      The effect of these provisions would be to authorize such indemnification
by the Company for liabilities arising out of the Securities Act of 1933.

Item 7.  Exemption From Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

   4.1  Restated Articles of Organization (filed as Exhibit 3.5 to the Company's
        registration statement on Form S-1, File No. 33-81836, and incorporated
        herein by reference).

   4.2  Articles of Amendment to Restated Articles of Organization (filed as
        Exhibit 3.6 to the Company's quarterly report on Form 10-Q, File No.
        000-24934 and incorporated herein by reference).

                                      II-2
<PAGE>
 
   4.3  Amended and Restated By-Laws of the Company (filed as Exhibit 3.4 to the
        Company's registration statement on Form S-1, File No. 33-81836 and
        incorporated herein by reference).

   4.4  Nonqualified Stock Option granted by the Company to Mark Johnston dated
        October 29, 1997.

   4.5  Nonqualified Stock Option granted by the Company to Donald A. Rosenthal
        dated October 29, 1997.

   4.6  Nonqualified Stock Option granted by the Company to Paul Sutton dated
        October 29, 1997.

   4.7  Interval Logic Corporation 1995 Stock Option Plan.

   5.1  Opinion of Foley, Hoag & Eliot LLP.

   23.1 Consent of Coopers and Lybrand L.L.P.

   23.2 Consent of Foley, Hoag & Eliot LLP (included in the final sentence of
        Exhibit 5.1).

   24.1 Power of Attorney (contained on the signature page).

Item 9.  Undertakings.

   1.   The undersigned registrant hereby undertakes:

     (a) 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 and 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 20 percent 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 

                                      II-3
<PAGE>
 
not previously disclosed in the registration statement or any material change to
such information in the registration statement;

                  provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not
                  --------  -------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference herein.

                  (b) 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

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

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

     3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
<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 Billerica, state of Massachusetts, on this 21st day
of November, 1997.

                                               PRI AUTOMATION, INC.



                                               By: /s/ Mordechai Wiesler
                                                  --------------------------
                                                  Mordechai Wiesler
                                                  Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Mordechai Wiesler and Mitchell G. Tyson, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and all 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 which
they, or either of them, may deem necessary or advisable to be done in
connection with this registration statement, 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 any substitute or
substitutes for either or both of them, 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.

<TABLE> 
<CAPTION> 
Signature                               Title                            Date
---------                               -----                            ----
<S>                                     <C>                              <C> 
/s/ Mordechai Wiesler                   Chief Executive Officer,         November  21, 1997
------------------------------------    Treasurer and Director       
Mordechai Wiesler                        (Principal Executive Officer)     
                                                                      

/s/ Mitchell G. Tyson                   President, Chief                 November 21, 1997
------------------------------------    Operating Officer                  
Mitchell G. Tyson                        and Director      
                                        

/s/ Stephen D. Allison                  Chief Financial Officer          November 21, 1997
------------------------------------     (Principal Financial   
Stephen D. Allison                       and Accounting Officer) 
</TABLE> 
                                        

                                      II-5
<PAGE>
 
<TABLE> 
<CAPTION> 
Signature                               Title                     Date
---------                               -----                     ----
<S>                                     <C>                       <C> 
/s/ Alexander V. d'Arbeloff             Director                  November 26, 1997
-----------------------------------
Alexander V. d'Arbeloff


/s/ Boruch B. Frusztajer                Director                  November 21, 1997
-----------------------------------
Boruch B. Frusztajer


/s/ Amram Rasiel                        Director                  November 21, 1997
-----------------------------------
Amram Rasiel
</TABLE> 

                                      II-6
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

<TABLE> 
<CAPTION> 

Exhibit
  No.             Description                                                                    Page
-------           -----------                                                                    ----
<S>               <C>                                                                            <C> 

4.1               Restated Articles of Organization (filed as Exhibit 3.5 to the
                  Company's registration statement on Form S-1, File No. 33-81836,               ____
                  and incorporated herein by reference).

4.2               Articles of Amendment to Restated Articles of Organization (filed              ____
                  as Exhibit 3.6 to the Company's quarterly report on Form 10-Q,
                  File No. 000-24934 and incorporated herein by reference).

4.3               Amended and Restated By-Laws of the Company (filed as Exhibit                  ____
                  3.4 to the Company's registration statement on Form S-1,
                  File No. 33-81836 and incorporated herein by reference).

4.4               Nonqualified Stock Option granted by the Company to Mark                       ____
                  Johnston dated October 29, 1997.

4.5               Nonqualified Stock Option granted by the Company to Donald A.                  ____
                  Rosenthal dated October 29, 1997.

4.6               Nonqualified Stock Option granted by the Company to Paul Sutton                ____
                  dated October 29, 1997.

4.7               Interval Logic Corporation 1995 Stock Option Plan.                             ____

5.1               Opinion of Foley, Hoag & Eliot LLP.                                            ____

23.1              Consent of Coopers and Lybrand L.L.P.                                          ____

23.2              Consent of Foley, Hoag & Eliot LLP (included in the final sentence             ____
                  of Exhibit 5.1).

24.1              Power of Attorney (contained on the signature page).                           ____
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22676}]
{"company-data": {"conformed-name": "PRI AUTOMATION INC", "cik": "0000927362", "assigned-sic": "3559", "irs-number": "042495703", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41067", "film-number": "97728842"}, "business-address": {"street1": "805 MIDDLESEX TURNPIKE", "city": "BILLERICA", "state": "MA", "zip": "01821", "phone": "5086704270"}, "mail-address": {"street1": "805 MIDDLESEX TURNPIKE", "city": "BILLERICA", "state": "MA", "zip": "01821"}, "former-company": {"former-conformed-name": "PRECISION ROBOTS INC", "date-changed": "19940722"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              PRI Automation, Inc.
--------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

           Massachusetts                                     04-2495703
--------------------------------------------------------------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

  805 Middlesex Turnpike, Billerica, Massachusetts                01821
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

             Nonqualified Stock Option granted by Registrant to Mark
        Johnston dated October 29, 1997 Nonqualified Stock Option granted
           by Registrant to Donald A. Rosenthal dated October 29, 1997
              Nonqualified Stock Option granted by Registrant to 
                      Paul Sutton dated October 29, 1997
                Interval Logic Corporation 1995 Stock Option Plan
--------------------------------------------------------------------------------
                           (Full titles of the plans)

                                Mordechai Wiesler
                             Chief Executive Officer
                              PRI Automation, Inc.
                             805 Middlesex Turnpike
                         Billerica, Massachusetts 01821
                                 (508) 663-8555
--------------------------------------------------------------------------------
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                           Robert L. Birnbaum, Esquire
                            William R. Kolb, Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Title of                                                Proposed                 Maximum
Securities                     Amount                   Maximum                  Aggregate             Amount of
to be                          to be                    Offering Price           Offering              Registration
Registered                     Registered               Per Share                Price                 Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock                     43,725                 $39.125/(1)/             $1,710,741/(1)/        $  518.41/(1)/
(par value $0.01)                shares
----------------------------------------------------------------------------------------------------------------------
Common Stock                     42,225                 $39.125/(2)/             $1,652,053/(2)/        $  500.63/(2)/
(par value $0.01)                shares
----------------------------------------------------------------------------------------------------------------------
Common Stock                     33,225                 $39.125/(3)/             $1,299,928/(3)/        $  393.92/(3)/
(par value $0.01)                shares
----------------------------------------------------------------------------------------------------------------------
Common Stock                     39,170                 $2.63/(4)/               $  103,017/(4)/        $   31.22/(4)/
(par value $0.01)                shares
---------------------------------------------------------------------------------------------------------------------
Totals                          158,345                                          $4,765,739             $1,444.18
                                 shares
---------------------------------------------------------------------------------------------------------------------
(1)      For shares issuable pursuant to Nonqualified Stock Option granted by
         Registrant to Mark Johnston dated October 29, 1997, outstanding at
         November 24, 1997, calculated pursuant to Rule 457(h) based on the
         exercise price of such option.

(2)      For shares issuable pursuant to Nonqualified Stock Option granted by
         Registrant to Donald A. Rosenthal dated October 29, 1997, outstanding
         at November 24, 1997, calculated pursuant to Rule 457(h) based on the
         exercise price of such option.

(3)      For shares issuable pursuant to Nonqualified Stock Option granted by
         Registrant to Paul Sutton dated October 29, 1997, outstanding at
         November 24, 1997, calculated pursuant to Rule 457(h) based on the
         exercise price of such option.

(4)      For shares issuable pursuant to stock options under Interval Logic
         Corporation 1995 Stock Option Plan, outstanding at November 24, 1997,
         calculated pursuant to Rule 457(h) based on the weighted average
         exercise price of such options.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by PRI Automation, Inc. (the "Company") are
incorporated in this registration statement by reference:

     (a) the Company's annual report, as amended, on Form 10-K for the fiscal
year ended September 30, 1996;

     (b) the Company's quarterly reports on Form 10-Q for the quarters ended
December 29, 1996, March 30, 1997 and June 29, 1997;

     (c) the Company's current reports on Form 8-K dated April 15, 1997 and
November 10, 1997; and

     (d) the description of the Company's Common Stock contained in the
registration statement on Form 8-A filed with the Commission on October 12, 1994
under Section 12 of the Securities Exchange Act of 1934, including any amendment
or report filed for the purpose of updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
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 part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      The validity of the shares offered hereby will be passed upon for the
Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts. A member of that firm
owns beneficially 9,000 shares of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers.

      Article 6C of the Company's Restated Articles of Organization provides
that the Company (with certain exceptions) will indemnify and hold harmless to
the fullest extent authorized by the Massachusetts 

                                      II-1
Business Corporation Law each person who was or is made a party or is threatened
to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "Proceeding"), by reason of the fact that he or she is or was (a)
a director of the Company, (b) an officer of the Company elected or appointed by
the stockholders or the Board of Directors, or (c) serving, at the request of
the Company as evidenced by a vote of the Board of Directors prior to the
occurrence of the event to which the indemnification relates, as a director,
officer, employee or other agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (such persons described in (a), (b) and (c) are sometimes
hereinafter referred to as an "Indemnitee") against all expense, liability, and
loss reasonably incurred by any such Indemnitee in connection therewith. The
Company may also, to the extent authorized by the Board of Directors, grant
rights to indemnification, and to an advancement of expenses, to any employee or
agent of the Company. Notwithstanding the foregoing, if Massachusetts Business
Corporation Law requires, an advancement of expenses incurred by an Indemnitee
will be made only upon delivery to the Company of an undertaking, by or on
behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is not
further right to appeal that such Indemnitee is not entitled to be indemnified
for such expenses.

      The rights under Article 6C may not be amended or terminated so as to
adversely affect an individual's rights with respect to the period prior to such
amendment without the consent of the person entitled to the indemnification
(unless otherwise required by the Massachusetts Business Corporation Law).

      Section 67 of Chapter 156B of the Massachusetts Business Corporation Law
authorizes a corporation to indemnify its directors, officers, employees and
other agents unless such person shall have been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that his action was in
the best interests of the corporation or to the extent that such matter relates
to service with respect to an employee benefit plan, in the best interests of
the participants of such employee benefit plan.

      The effect of these provisions would be to authorize such indemnification
by the Company for liabilities arising out of the Securities Act of 1933.

Item 7.  Exemption From Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

   4.1  Restated Articles of Organization (filed as Exhibit 3.5 to the Company's
        registration statement on Form S-1, File No. 33-81836, and incorporated
        herein by reference).

   4.2  Articles of Amendment to Restated Articles of Organization (filed as
        Exhibit 3.6 to the Company's quarterly report on Form 10-Q, File No.
        000-24934 and incorporated herein by reference).

                                      II-2
4.3  Amended and Restated By-Laws of the Company (filed as Exhibit 3.4 to the
        Company's registration statement on Form S-1, File No. 33-81836 and
        incorporated herein by reference).

   4.4  Nonqualified Stock Option granted by the Company to Mark Johnston dated
        October 29, 1997.

   4.5  Nonqualified Stock Option granted by the Company to Donald A. Rosenthal
        dated October 29, 1997.

   4.6  Nonqualified Stock Option granted by the Company to Paul Sutton dated
        October 29, 1997.

   4.7  Interval Logic Corporation 1995 Stock Option Plan.

   5.1  Opinion of Foley, Hoag & Eliot LLP.

   23.1 Consent of Coopers and Lybrand L.L.P.

   23.2 Consent of Foley, Hoag & Eliot LLP (included in the final sentence of
        Exhibit 5.1).

   24.1 Power of Attorney (contained on the signature page).

Item 9.  Undertakings.

   1.   The undersigned registrant hereby undertakes:

     (a) 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 and 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 20 percent 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 

                                      II-3
not previously disclosed in the registration statement or any material change to
such information in the registration statement;

                  provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not
                  --------  -------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference herein.

                  (b) 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

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

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

     3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
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 Billerica, state of Massachusetts, on this 21st day
of November, 1997.

                                               PRI AUTOMATION, INC.

                                               By: /s/ Mordechai Wiesler
                                                  --------------------------
                                                  Mordechai Wiesler
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Mordechai Wiesler and Mitchell G. Tyson, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and all 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 which
they, or either of them, may deem necessary or advisable to be done in
connection with this registration statement, 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 any substitute or
substitutes for either or both of them, 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/ Mordechai Wiesler                   Chief Executive Officer,         November  21, 1997
------------------------------------    Treasurer and Director       
Mordechai Wiesler                        (Principal Executive Officer)     
                                                                      

/s/ Mitchell G. Tyson                   President, Chief                 November 21, 1997
------------------------------------    Operating Officer                  
Mitchell G. Tyson                        and Director      
                                        

/s/ Stephen D. Allison                  Chief Financial Officer          November 21, 1997
------------------------------------     (Principal Financial   
Stephen D. Allison                       and Accounting Officer)
II-5
Signature                               Title                     Date
---------                               -----                     ----
/s/ Alexander V. d'Arbeloff             Director                  November 26, 1997
-----------------------------------
Alexander V. d'Arbeloff

/s/ Boruch B. Frusztajer                Director                  November 21, 1997
-----------------------------------
Boruch B. Frusztajer

/s/ Amram Rasiel                        Director                  November 21, 1997
-----------------------------------
Amram Rasiel
II-6
EXHIBIT INDEX
                                 -------------
Exhibit
  No.             Description                                                                    Page
-------           -----------                                                                    ----
4.1               Restated Articles of Organization (filed as Exhibit 3.5 to the
                  Company's registration statement on Form S-1, File No. 33-81836,               ____
                  and incorporated herein by reference).

4.2               Articles of Amendment to Restated Articles of Organization (filed              ____
                  as Exhibit 3.6 to the Company's quarterly report on Form 10-Q,
                  File No. 000-24934 and incorporated herein by reference).

4.3               Amended and Restated By-Laws of the Company (filed as Exhibit                  ____
                  3.4 to the Company's registration statement on Form S-1,
                  File No. 33-81836 and incorporated herein by reference).

4.4               Nonqualified Stock Option granted by the Company to Mark                       ____
                  Johnston dated October 29, 1997.

4.5               Nonqualified Stock Option granted by the Company to Donald A.                  ____
                  Rosenthal dated October 29, 1997.

4.6               Nonqualified Stock Option granted by the Company to Paul Sutton                ____
                  dated October 29, 1997.

4.7               Interval Logic Corporation 1995 Stock Option Plan.                             ____

5.1               Opinion of Foley, Hoag & Eliot LLP.                                            ____

23.1              Consent of Coopers and Lybrand L.L.P.                                          ____

23.2              Consent of Foley, Hoag & Eliot LLP (included in the final sentence             ____
                  of Exhibit 5.1).

24.1              Power of Attorney (contained on the signature page).                           ____