As filed with the Securities and Exchange Commission on June 5, 1996
                                                Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                           ELEXSYS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                            ------------------------

       Delaware                                         95-3534864
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                            ------------------------

                               1188 Bordeaux Drive
                           Sunnyvale, California 94089
          (Address and telephone number of principal executive offices)

                            ------------------------

                        1996 Employee Stock Purchase Plan
                             1995 Stock Option Plan
                 1996 Non-Employee Directors' Stock Option Plan
                            (Full title of the plans)

                            ------------------------

                                 Milan Mandaric
                      President and Chief Executive Officer
                           Elexsys International, Inc.
                               1188 Bordeaux Drive
                           Sunnyvale, California 94089
                                 (408) 743-5400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                            ------------------------

                                   Copies to:
                              James R. Jones, Esq.
                     Cooley Godward Castro Huddleson & Tatum
                              Five Palo Alto Square
                               3000 El Camino Real
                        Palo Alto, California 94306-2155
                                 (415) 843-5000

                            ------------------------

<PAGE>
<TABLE>

                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
===================================================================================================================================
                                                   Proposed Maximum           Proposed Maximum
   Title of Securities                            Offering Price Per         Aggregate Offering
    to be Registered          Amount to be            Share (1)                  Price (1)                     Amount of
                               Registered                                                                  Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                      <C>                            <C>   
Stock Options and
Common Stock (par
value $1.00)                    1,450,000              $10.75                   $15,587,500.00                 $5,375.00
===================================================================================================================================
<FN>

(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule  457(c),  based upon average of the
         high and low prices of  Registrant's  Common  Stock on May 31,  1996 as
         reported on the NASDAQ National Market System.

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

</FN>
</TABLE>


         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.

                                       ii.

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed by Elexsys  International,  Inc.  (the
"Company")  with the Securities  and Exchange  Commission  are  incorporated  by
reference into this Registration Statement:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the  Securities  Act of 1933,  as amended  (the  "Act"),  that
contains audited  financial  statements for the Company's latest fiscal year for
which  such  statements  have  been  filed,  or  (2)  the  Company's   effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report 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 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  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the  Delaware  General  Corporation  Law (the  "Delaware
GCL") provides that a corporation may indemnify any persons, including directors
and officers,  who are (or are threatened to be made) parties to any threatened,
pending or completed legal action, suit or proceeding (whether civil,  criminal,
administrative  or investigative) by reason of their being directors or officers
of such  corporation.  The  indemnity  may include  expenses,  attorneys'  fees,
judgments,  fines  and  amounts  paid in  settlement,  provided  such  sums were
actually  and  reasonably  incurred  in  connection  with such  action,  suit or
proceeding  and provided  the  director or officer  acted in good faith and in a
manner  he  or  she  reasonably  believed  to  be  in  or  not  opposed  to  the
corporation's best interests and, in the case of criminal proceedings, he or she
had no  reasonable  cause to believe that his or her conduct was  unlawful.  The
corporation  may  indemnify  directors  and officers in a derivative  action (in
which suit is brought by a stockholder on behalf of the  corporation)  under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the director or officer is adjudged  liable to the  corporation.  If
the director or officer is  successful  on the merits or otherwise in defense of
any such actions  referred to above,  the corporation  must indemnify him or her
against the expenses  and  attorneys'  fees he or she  actually  and  reasonably
incurred.

         Article VII of the  Registrant's  Amended and Restated  Certificate  of
Incorporation   (the   "Certificate"),   provides  a   non-exclusive   right  of
indemnification  by the  Registrant  of its officers  and  directors to the full
extent  allowed  under  the  Delaware  GCL or,  in the  event  that the law of a
jurisdiction  other than Delaware applies,  to the fullest extent of the laws of
such other jurisdiction.

         Article VIII of the  Certificate  provides that a director shall not be
personally  liable  for  monetary  damages  for  breach of  fiduciary  duty as a
director,  except that such provision  shall not eliminate or limit a director's
liability  for (i) any breach of duty of loyalty,  (ii) actions or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii)  violations  of Section 174 of the Delaware GCL (payment of unlawful
dividends  and  unlawful  stock  purchases  or  redemptions),  or  (iv)  for any
transaction from which such director derived an improper personal benefit.

         Article X of the Registrant's  Amended and Restated Bylaws provides for
indemnification  by the  Registrant  of its officers  and  directors to the full
extent  permitted  under  applicable  law.  If a director  of  officer  has been
successful on the

                                       1.

<PAGE>

merits or otherwise in defense of any covered action,  suit or proceeding or any
claim, issue or matter therein, such person shall be indemnified against expense
actually  and   reasonably   incurred   therewith,   without  the  necessity  of
authorization  in the specific  case.  Any  indemnification  (unless  order by a
court)  shall  be  made  only  as   authorized  in  the  specific  case  upon  a
determination  that the director or officer has met the  applicable  standard of
conduct,  which are the standards  described above as required by Section 145 of
the Delaware GCL. The  Registrant is entitled to require an undertaking by or on
behalf of an officer or director to repay amounts  advanced in  connection  with
defending or investigating a threatened or pending proceeding prior to its final
disposition,  if it shall  ultimately  be  determined  that  such  person is not
entitled to indemnification.

         The Registrant has entered,  or expects to enter, into  Indemnification
Agreements  (the  "Indemnification  Agreements")  with  each  of its  directors.
Pursuant  to the  Indemnification  Agreements,  the  Registrant  is  required to
maintain  directors'  and  officers'  liability  insurance  comparable  to  that
obtained  by  comparable  public  companies,   unless  the  Board  of  Directors
determines in good faith that such insurance is not reasonably  available.  Each
director is  entitled to be  indemnified  by the  Registrant  to the full extent
permitted  under the  Delaware  GCL and from all losses and expense  incurred in
connection  with an action  taken or  inaction  omitted by such  director in his
capacity as a director,  except in connection  with any claim (i) for the return
by the director of any illegal  remuneration,  (ii) for an accounting to recover
short-swing profits under Section 16(b) of the Exchange Act or similar state law
provisions,   (iii)   resulting  from  the  director's   knowingly   fraudulent,
deliberately dishonest or intentional misconduct; or (iv) if such payment is not
permitted by applicable law.

         The Registrant's officers and directors are covered by a directors' and
officers'  liability  insurance policy  maintained by the Registrant.  Under the
insurance  policy the  Registrant  is entitled to be  reimbursed  for  indemnity
payments that it is required or permitted to make to its directors and officers.


                                       2.

<PAGE>


                                    EXHIBITS

Exhibit
Number

5.1              Opinion of Cooley Godward Castro Huddleson & Tatum.

23.1             Consent of Deloitte & Touche LLP.

23.2             Consent of Cooley Godward Castro Huddleson & Tatum is contained
                 in Exhibit 5.1 to this Registration Statement.

24               Power of Attorney is contained on the signature pages.


                                  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;

                        (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) (ss. 230.424(b) of
this chapter) 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)(i) and (a)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed by the issuer  pursuant to section 13 or
section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

                  (b) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement  relating to the 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  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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       3.
<PAGE>

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


                                       4.
<PAGE>

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, as amended,  the Registrant  certifies  that it has reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the City of  Sunnyvale,  State of
California, on June 4, 1996.


                                    ELEXSYS INTERNATIONAL, INC.



                                    By:  /s/ Milan Mandaric
                                       ----------------------------------------
                                             Milan Mandaric

                                    Title:   Chief Executive Officer and
                                             Chairman of the Board of Directors



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Milan Mandaric and Michael S. Shimada,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
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  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.



                                      II-1.

<PAGE>

         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/ Milan Mandaric              Chief Executive Officer and      June 4, 1996
- -------------------------------   Chairman of the Board of       
     (Milan Mandaric)             Directors (Principal Executive 
                                  Officer)                       
                                  



  /s/ Michael S. Shimada          Vice President, Finance, Chief   June 4, 1996
- -------------------------------   Financial Officer and Secretary  
     (Michael S. Shimada)         (Principal Financial and         
                                  Accounting Officer)              
                                  



 /s/ C. Bradford Jeffries         Director                         June 4, 1996
- -------------------------------
    (C. Bradford Jeffries)



 /s/ Peter S. Jonas               Director                         June 4, 1996
- -------------------------------
    (Peter S. Jonas)



 /s/ Roland G. Matthews           Director                         June 4, 1996
- -------------------------------
    (Roland G. Matthews)



 /s/ Alan C. Mendelson            Director                         June 4, 1996
- -------------------------------
    (Alan C. Mendelson)


                                      II-2.
<PAGE>



                                  EXHIBIT INDEX



Exhibit
Number                                 Description

 5.1        Opinion of Cooley Godward Castro Huddleson & Tatum.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of Cooley Godward  Castro  Huddleson & Tatum is contained in
            Exhibit 5.1 to this Registration Statement.

24          Power of Attorney is contained on the signature pages.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20719}]
{"company-data": {"conformed-name": "ELEXSYS INTERNATIONAL INC", "cik": "0000727010", "assigned-sic": "3672", "irs-number": "953534864", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05239", "film-number": "96577079"}, "business-address": {"street1": "1188 BORDEAUX DR", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "7148330870"}, "mail-address": {"street1": "1188 BORDEAUX DR", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}, "former-company": {"former-conformed-name": "DICEON ELECTRONICS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 5, 1996
                                                Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                           ELEXSYS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                            ------------------------

       Delaware                                         95-3534864
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                            ------------------------

                               1188 Bordeaux Drive
                           Sunnyvale, California 94089
          (Address and telephone number of principal executive offices)

                            ------------------------

                        1996 Employee Stock Purchase Plan
                             1995 Stock Option Plan
                 1996 Non-Employee Directors' Stock Option Plan
                            (Full title of the plans)

                            ------------------------

                                 Milan Mandaric
                      President and Chief Executive Officer
                           Elexsys International, Inc.
                               1188 Bordeaux Drive
                           Sunnyvale, California 94089
                                 (408) 743-5400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                            ------------------------

                                   Copies to:
                              James R. Jones, Esq.
                     Cooley Godward Castro Huddleson & Tatum
                              Five Palo Alto Square
                               3000 El Camino Real
                        Palo Alto, California 94306-2155
                                 (415) 843-5000

                            ------------------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                   Proposed Maximum           Proposed Maximum
   Title of Securities                            Offering Price Per         Aggregate Offering
    to be Registered          Amount to be            Share (1)                  Price (1)                     Amount of
                               Registered                                                                  Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Stock Options and
Common Stock (par
value $1.00)                    1,450,000              $10.75                   $15,587,500.00                 $5,375.00
===================================================================================================================================
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule  457(c),  based upon average of the
         high and low prices of  Registrant's  Common  Stock on May 31,  1996 as
         reported on the NASDAQ National Market System.

===================================================================================================================================
Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.

                                       ii.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed by Elexsys  International,  Inc.  (the
"Company")  with the Securities  and Exchange  Commission  are  incorporated  by
reference into this Registration Statement:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the  Securities  Act of 1933,  as amended  (the  "Act"),  that
contains audited  financial  statements for the Company's latest fiscal year for
which  such  statements  have  been  filed,  or  (2)  the  Company's   effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report 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 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  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the  Delaware  General  Corporation  Law (the  "Delaware
GCL") provides that a corporation may indemnify any persons, including directors
and officers,  who are (or are threatened to be made) parties to any threatened,
pending or completed legal action, suit or proceeding (whether civil,  criminal,
administrative  or investigative) by reason of their being directors or officers
of such  corporation.  The  indemnity  may include  expenses,  attorneys'  fees,
judgments,  fines  and  amounts  paid in  settlement,  provided  such  sums were
actually  and  reasonably  incurred  in  connection  with such  action,  suit or
proceeding  and provided  the  director or officer  acted in good faith and in a
manner  he  or  she  reasonably  believed  to  be  in  or  not  opposed  to  the
corporation's best interests and, in the case of criminal proceedings, he or she
had no  reasonable  cause to believe that his or her conduct was  unlawful.  The
corporation  may  indemnify  directors  and officers in a derivative  action (in
which suit is brought by a stockholder on behalf of the  corporation)  under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the director or officer is adjudged  liable to the  corporation.  If
the director or officer is  successful  on the merits or otherwise in defense of
any such actions  referred to above,  the corporation  must indemnify him or her
against the expenses  and  attorneys'  fees he or she  actually  and  reasonably
incurred.

         Article VII of the  Registrant's  Amended and Restated  Certificate  of
Incorporation   (the   "Certificate"),   provides  a   non-exclusive   right  of
indemnification  by the  Registrant  of its officers  and  directors to the full
extent  allowed  under  the  Delaware  GCL or,  in the  event  that the law of a
jurisdiction  other than Delaware applies,  to the fullest extent of the laws of
such other jurisdiction.

         Article VIII of the  Certificate  provides that a director shall not be
personally  liable  for  monetary  damages  for  breach of  fiduciary  duty as a
director,  except that such provision  shall not eliminate or limit a director's
liability  for (i) any breach of duty of loyalty,  (ii) actions or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii)  violations  of Section 174 of the Delaware GCL (payment of unlawful
dividends  and  unlawful  stock  purchases  or  redemptions),  or  (iv)  for any
transaction from which such director derived an improper personal benefit.

         Article X of the Registrant's  Amended and Restated Bylaws provides for
indemnification  by the  Registrant  of its officers  and  directors to the full
extent  permitted  under  applicable  law.  If a director  of  officer  has been
successful on the

                                       1.
merits or otherwise in defense of any covered action,  suit or proceeding or any
claim, issue or matter therein, such person shall be indemnified against expense
actually  and   reasonably   incurred   therewith,   without  the  necessity  of
authorization  in the specific  case.  Any  indemnification  (unless  order by a
court)  shall  be  made  only  as   authorized  in  the  specific  case  upon  a
determination  that the director or officer has met the  applicable  standard of
conduct,  which are the standards  described above as required by Section 145 of
the Delaware GCL. The  Registrant is entitled to require an undertaking by or on
behalf of an officer or director to repay amounts  advanced in  connection  with
defending or investigating a threatened or pending proceeding prior to its final
disposition,  if it shall  ultimately  be  determined  that  such  person is not
entitled to indemnification.

         The Registrant has entered,  or expects to enter, into  Indemnification
Agreements  (the  "Indemnification  Agreements")  with  each  of its  directors.
Pursuant  to the  Indemnification  Agreements,  the  Registrant  is  required to
maintain  directors'  and  officers'  liability  insurance  comparable  to  that
obtained  by  comparable  public  companies,   unless  the  Board  of  Directors
determines in good faith that such insurance is not reasonably  available.  Each
director is  entitled to be  indemnified  by the  Registrant  to the full extent
permitted  under the  Delaware  GCL and from all losses and expense  incurred in
connection  with an action  taken or  inaction  omitted by such  director in his
capacity as a director,  except in connection  with any claim (i) for the return
by the director of any illegal  remuneration,  (ii) for an accounting to recover
short-swing profits under Section 16(b) of the Exchange Act or similar state law
provisions,   (iii)   resulting  from  the  director's   knowingly   fraudulent,
deliberately dishonest or intentional misconduct; or (iv) if such payment is not
permitted by applicable law.

         The Registrant's officers and directors are covered by a directors' and
officers'  liability  insurance policy  maintained by the Registrant.  Under the
insurance  policy the  Registrant  is entitled to be  reimbursed  for  indemnity
payments that it is required or permitted to make to its directors and officers.

                                       2.
EXHIBITS

Exhibit
Number

5.1              Opinion of Cooley Godward Castro Huddleson & Tatum.

23.1             Consent of Deloitte & Touche LLP.

23.2             Consent of Cooley Godward Castro Huddleson & Tatum is contained
                 in Exhibit 5.1 to this Registration Statement.

24               Power of Attorney is contained on the signature pages.

                                  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;

                        (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) (ss. 230.424(b) of
this chapter) 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)(i) and (a)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed by the issuer  pursuant to section 13 or
section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

                  (b) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement  relating to the 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  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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                       4.
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, as amended,  the Registrant  certifies  that it has reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the City of  Sunnyvale,  State of
California, on June 4, 1996.

                                    ELEXSYS INTERNATIONAL, INC.

                                    By:  /s/ Milan Mandaric
                                       ----------------------------------------
                                             Milan Mandaric

                                    Title:   Chief Executive Officer and
                                             Chairman of the Board of Directors

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Milan Mandaric and Michael S. Shimada,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
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  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

                                      II-1.
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/ Milan Mandaric              Chief Executive Officer and      June 4, 1996
- -------------------------------   Chairman of the Board of       
     (Milan Mandaric)             Directors (Principal Executive 
                                  Officer)                       
                                  

  /s/ Michael S. Shimada          Vice President, Finance, Chief   June 4, 1996
- -------------------------------   Financial Officer and Secretary  
     (Michael S. Shimada)         (Principal Financial and         
                                  Accounting Officer)              
                                  

 /s/ C. Bradford Jeffries         Director                         June 4, 1996
- -------------------------------
    (C. Bradford Jeffries)

 /s/ Peter S. Jonas               Director                         June 4, 1996
- -------------------------------
    (Peter S. Jonas)

 /s/ Roland G. Matthews           Director                         June 4, 1996
- -------------------------------
    (Roland G. Matthews)

 /s/ Alan C. Mendelson            Director                         June 4, 1996
- -------------------------------
    (Alan C. Mendelson)

                                      II-2.
EXHIBIT INDEX

Exhibit
Number                                 Description

 5.1        Opinion of Cooley Godward Castro Huddleson & Tatum.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of Cooley Godward  Castro  Huddleson & Tatum is contained in
            Exhibit 5.1 to this Registration Statement.

24          Power of Attorney is contained on the signature pages.