As filed with the Securities and Exchange Commission 
                      on February 23, 1998
                                            Registration No. 333-
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                ADVANCED ENERGY INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)
                                
             DELAWARE                           84-0846841
         (State or other                     (I.R.S. Employer
         jurisdiction of                    Identification No.)
         incorporation or
          organization)
                                
                                
   1625 SHARP POINT DRIVE, FORT COLLINS, COLORADO     80525
       (Address of Principal Executive Offices)     (Zip Code)

                                
                   1995 NON-EMPLOYEE DIRECTORS
                        STOCK OPTION PLAN
                    (Full title of the plan)
                                
                        DOUGLAS S. SCHATZ
                ADVANCED ENERGY INDUSTRIES, INC.
      1625 SHARP POINT DRIVE, FORT COLLINS, COLORADO  80525
             (Name and address of agent for service)
                                
                         (970) 221-4670
  (Telephone number, including area code, of agent for service)
                                
                         WITH COPIES TO:
                       CARISSA C. W. COZE
              THELEN, MARRIN, JOHNSON & BRIDGES LLP
               TWO EMBARCADERO CENTER, 21ST FLOOR
                  SAN FRANCISCO, CA  94111-3995
                                
                      CALCULATION OF REGISTRATION FEE
 Title of        Amount to   Proposed   Proposed     Amount of
 securities to   be          maximum    maximum      registration
 be registered   registered  offering   aggregate    fee
                 (1)         price per  offering
                             share (2)  price (2)

Common Stock,    50,000       $15.625   $781,250.00  $230.47
$0.001 par       shares
value

(1)   The  maximum number of shares of Common Stock to be offered
   under the 1995 Non-Employee Directors Stock Option Plan.

(2)    Estimated  solely  for  the  purpose  of  determining  the
   registration  fee  in accordance with Rule  457(h)  under  the
   Securities Act of 1933, as amended.  The above calculation  is
   based  on  the average of the reported high and low prices  of
   the Common Stock on the Nasdaq National Market on February 18,
   1998.

<PAGE>


                             PART 1
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
     The documents containing the information specified in Part I
of Form S-8 will be or have been sent or given to participants in
the 1995 Non-Employee Directors Stock Option Plan (the "Plan") as
specified by Rule 428(b)(1) under the Securities Act of 1933,  as
amended (the "Securities Act").  Such documents are not submitted
to  the  Securities  and Exchange Commission  (the  "Commission")
herewith  in accordance with the Note to Part I of Form S-8,  but
(together  with  the documents incorporated by  reference  herein
pursuant  to  Item  3  of  Part II,  below)  shall  constitute  a
prospectus  that meets the requirements of Section 10(a)  of  the
Securities Act.

Item 1.   PLAN INFORMATION

          See above.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
          INFORMATION

          See above.

                               I-1

<PAGE>


                                
                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The  following  documents  filed  with  the  Commission
          by Advanced Energy Industries, Inc. (the "Company") are 
          incorporated by reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;

      (b)   All other reports filed pursuant to Section 13(a)  or
15(d)  of  the  Securities Exchange Act of 1934, as amended  (the
"Exchange Act"), since the end of the fiscal year covered by  the
Annual Report referred to in (a) above; and

      (c)   The description of the Company's common stock, $0.001
par  value, contained in the Company's registration statement  on
Form  8-A  filed  under  the Exchange Act on  October  12,  1995,
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 Exchange Act shall  be
deemed  to be incorporated by reference herein and to be  a  part
hereof from the date of filing (except that no document shall  be
deemed to be incorporated by reference herein if such document is
filed  after  the  filing  of  a post-effective  amendment  which
indicates that all securities offered hereunder have been sold or
which deregisters securities then remaining unsold).

Item 4.   DESCRIPTION OF SECURITIES

          Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      As  permitted  by  the  Delaware  General  Corporation  Law
("GCL"), the Company's Restated Certificate of Incorporation,  as
amended  (the  "Certificate"), provides that no director  of  the
Company  shall  be  personally  liable  to  the  Company  or  any
stockholder  of the Company for monetary damages  for  breach  of
fiduciary duty as a director, except for liability: (i)  for  any
breach of the duty of loyalty to the Company or its stockholders;
(ii)  for  acts  or  omissions not in  good  faith  or  involving
intentional  misconduct  or  a  knowing  violation  of  the  law;
(iii)  arising from payment of dividends or approval of  a  stock
purchase in violation of Section 174 of the GCL; or (iv) for  any
action  from  which  the director derived  an  improper  personal
benefit.  While the Certificate provides protection  from  awards
for  monetary damages for breaches of the duty of care,  it  does
not  eliminate  the  director's duty of care.   Accordingly,  the
Certificate  will  not  affect  the  availability  of   equitable
remedies, such as an injunction, based on a director's breach  of
the  duty  of care.  The provisions of the Certificate  described
above apply to officers of the Company only if they are directors
of the Company and are acting in their capacity as directors, and
does not apply to officers of the Company who are not directors.

                              II-1

<PAGE>


      In addition, the Company's By-Laws provide that the Company
shall  indemnify its Executive Officers (as defined in Rule  3b-7
promulgated  under  the  Securities  Exchange  Act  of  1934,  as
amended)  and  directors,  and any  employee  who  serves  as  an
Executive Officer or director of any corporation at the Company's
request,  to the fullest extent permitted under and in accordance
with the GCL; provided, however, that the Company may modify  the
extent  of such indemnification by individual contracts with  its
Executive Officers and Directors; and, provided further, that the
Company  shall not be required to indemnify any Executive Officer
or  director in connection with any proceeding (or part  thereof)
initiated  by  such  person unless:  (i) such indemnification  is
expressly  required  to be made by law; (ii) the  proceeding  was
authorized   by  the  directors  of  the  Company;   (iii)   such
indemnification  is  provided  by  the  Company,  in   its   sole
discretion,  pursuant to the powers vested in the  Company  under
the  GCL;  or (iv) such indemnification is required  to  be  made
under  the By-Laws of the Company.  Under the GCL, directors  and
officers  as well as employees and individuals may be indemnified
against  expenses  (including attorneys' fees), judgments,  fines
and  amounts  paid  in  settlement in connection  with  specified
actions,   suits   or  proceedings,  whether   civil,   criminal,
administrative or investigative (other than an action  by  or  in
the  right  of  the corporation as a derivative action)  if  they
acted  in good faith and in a manner they reasonably believed  to
be  in  or  not opposed to the best interests of the corporation,
and  with  respect to any criminal action or proceeding,  had  no
reasonable cause to believe their conduct was unlawful.

      The  Company maintains a policy of directors' and officers'
liability  insurance  that insures the  Company's  directors  and
officers against the cost of defense, settlement or payment of  a
judgment under certain circumstances.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable

Item 8.   EXHIBITS

        Number   Exhibit
            4    INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
                 HOLDERS, INCLUDING INDENTURES

          4.1    Company's Restated Certificate of Incorporation*

          4.2    Company's By-laws *

          4.3    1995 Non-Employee Directors Stock Option Plan *

            5    OPINION OF COUNSEL

           23    CONSENTS OF EXPERTS AND COUNSEL

         23.1    Consent of Counsel (included in Exhibit 5)

         23.2    Consent of Independent Accountants

           24    POWERS OF ATTORNEY (included on the Signature
                 Pages to this Registration Statement)


      * Incorporated  by  reference  to   the   Company's
        Registration  Statement on Form S-1 (File  No.  33-97188)
        filed September 20, 1995, as amended.

                               II-2

<PAGE>


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:

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

      (h)  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 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-3

<PAGE>


                                
                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe  that  it  meets all of the requirements  for  filing  on
Form  S-8 and has duly caused this registration statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized,  in the City of Fort Collins, State of  Colorado,  on
February 10, 1998.

                              Advanced Energy Industries, Inc.,
                              a Delaware corporation
                              
                              
                              
                              By:       /s/ Richard P. Beck
                              Name:     Richard P. Beck
                              Title:    Vice President and Chief
                                        Financial Officer
                                
                                
                        POWER OF ATTORNEY

      Each  person whose signature appears below hereby  appoints
Douglas S. Schatz, Hollis Caswell and G. Brent Backman, and  each
of  them severally, acting alone and without the other, his  true
and lawful attorney-in-fact with authority to execute in the name
of each such person, and to file with the Securities and Exchange
Commission,  together  with  any  exhibits  thereto   and   other
documents  therewith, any and all amendments  (including  without
limitation   post-effective  amendments)  to  this   registration
statement,  and to sign any registration statement for  the  same
offering  covered by this registration statement that  is  to  be
effective   upon  filing  pursuant  to  Rule  462(b)  under   the
Securities  Act, necessary or advisable to enable the  Registrant
to  comply with the Securities Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof,  which  amendments  may  make  such  changes   in   this
registration  statement  as the aforesaid attorney-in-fact  deems
appropriate.

      Pursuant  to the requirements of the Securities  Act,  this
registration  statement has been signed by the following  persons
in the capacities and on the date indicated.



                           /s/ Douglas S. Schatz
Date: February 10, 1998    Douglas S. Schatz
                           President and Chief Executive Officer
                           and Director
                           (Principal Executive Officer)



                           /s/ Richard P. Beck
Date: February 10, 1998    Richard P. Beck
                           Vice President and Chief Financial
                           Officer and Director
                           (Principal Financial and Accounting
                           Officer)

                               II-4

<PAGE>




                           /s/ G. Brent Backman
Date: February 10, 1998    G. Brent Backman
                           Director



                           /s/ Hollis Caswell
Date: February 10, 1998    Hollis Caswell
                           Director



                           /s/ Elwood Spedden
Date: February 10, 1998    Elwood Spedden
                           Director



                           /s/ Arthur A. Noeth
Date: February 10, 1998    Arthur A. Noeth
                           Director


                             II-5

<PAGE>



                                
                          EXHIBIT INDEX


    Number    Exhibit
        4     INSTRUMENTS  DEFINING  THE  RIGHTS  OF  SECURITY
              HOLDERS, INCLUDING INDENTURES

      4.1     Company's Restated Certificate of Incorporation*

      4.2     Company's By-laws *

      4.3     1995 Non-Employee Directors Stock Option Plan *

        5     OPINION OF COUNSEL

       23     CONSENTS OF EXPERTS AND COUNSEL

     23.1     Consent of Counsel (included in Exhibit 5)

     23.2     Consent of Independent Accountants

       24     POWERS OF ATTORNEY (included on the Signature
              Pages to this Registration Statement)


     * Incorporated  by  reference  to   the   Company's
       Registration  Statement on Form S-1 (File  No.  33-97188)
       filed September 20, 1995, as amended.
[{"type": "S-8", "sequence": "1", "description": "ADVANCED ENERGY INDUSTRIES, INC.", "secsgml_size_bytes": 17212}]
{"company-data": {"conformed-name": "ADVANCED ENERGY INDUSTRIES INC", "cik": "0000927003", "assigned-sic": "3679", "irs-number": "840846841", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46705", "film-number": "98547380"}, "business-address": {"street1": "1625 SHARP POINT DR", "city": "FT COLLINS", "state": "CO", "zip": "80525", "phone": "9702214670"}, "mail-address": {"street1": "SHARP POINT DRIVE", "city": "FORT COLLINS", "state": "CO", "zip": "80525"}}
As filed with the Securities and Exchange Commission 
                      on February 23, 1998
                                            Registration No. 333-
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                ADVANCED ENERGY INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)
                                
             DELAWARE                           84-0846841
         (State or other                     (I.R.S. Employer
         jurisdiction of                    Identification No.)
         incorporation or
          organization)
                                
                                
   1625 SHARP POINT DRIVE, FORT COLLINS, COLORADO     80525
       (Address of Principal Executive Offices)     (Zip Code)

                                
                   1995 NON-EMPLOYEE DIRECTORS
                        STOCK OPTION PLAN
                    (Full title of the plan)
                                
                        DOUGLAS S. SCHATZ
                ADVANCED ENERGY INDUSTRIES, INC.
      1625 SHARP POINT DRIVE, FORT COLLINS, COLORADO  80525
             (Name and address of agent for service)
                                
                         (970) 221-4670
  (Telephone number, including area code, of agent for service)
                                
                         WITH COPIES TO:
                       CARISSA C. W. COZE
              THELEN, MARRIN, JOHNSON & BRIDGES LLP
               TWO EMBARCADERO CENTER, 21ST FLOOR
                  SAN FRANCISCO, CA  94111-3995
                                
                      CALCULATION OF REGISTRATION FEE
 Title of        Amount to   Proposed   Proposed     Amount of
 securities to   be          maximum    maximum      registration
 be registered   registered  offering   aggregate    fee
                 (1)         price per  offering
                             share (2)  price (2)

Common Stock,    50,000       $15.625   $781,250.00  $230.47
$0.001 par       shares
value

(1)   The  maximum number of shares of Common Stock to be offered
   under the 1995 Non-Employee Directors Stock Option Plan.

(2)    Estimated  solely  for  the  purpose  of  determining  the
   registration  fee  in accordance with Rule  457(h)  under  the
   Securities Act of 1933, as amended.  The above calculation  is
   based  on  the average of the reported high and low prices  of
   the Common Stock on the Nasdaq National Market on February 18,
   1998.
PART 1
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
     The documents containing the information specified in Part I
of Form S-8 will be or have been sent or given to participants in
the 1995 Non-Employee Directors Stock Option Plan (the "Plan") as
specified by Rule 428(b)(1) under the Securities Act of 1933,  as
amended (the "Securities Act").  Such documents are not submitted
to  the  Securities  and Exchange Commission  (the  "Commission")
herewith  in accordance with the Note to Part I of Form S-8,  but
(together  with  the documents incorporated by  reference  herein
pursuant  to  Item  3  of  Part II,  below)  shall  constitute  a
prospectus  that meets the requirements of Section 10(a)  of  the
Securities Act.

Item 1.   PLAN INFORMATION

          See above.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
          INFORMATION

          See above.

                               I-1
PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The  following  documents  filed  with  the  Commission
          by Advanced Energy Industries, Inc. (the "Company") are 
          incorporated by reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;

      (b)   All other reports filed pursuant to Section 13(a)  or
15(d)  of  the  Securities Exchange Act of 1934, as amended  (the
"Exchange Act"), since the end of the fiscal year covered by  the
Annual Report referred to in (a) above; and

      (c)   The description of the Company's common stock, $0.001
par  value, contained in the Company's registration statement  on
Form  8-A  filed  under  the Exchange Act on  October  12,  1995,
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 Exchange Act shall  be
deemed  to be incorporated by reference herein and to be  a  part
hereof from the date of filing (except that no document shall  be
deemed to be incorporated by reference herein if such document is
filed  after  the  filing  of  a post-effective  amendment  which
indicates that all securities offered hereunder have been sold or
which deregisters securities then remaining unsold).

Item 4.   DESCRIPTION OF SECURITIES

          Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      As  permitted  by  the  Delaware  General  Corporation  Law
("GCL"), the Company's Restated Certificate of Incorporation,  as
amended  (the  "Certificate"), provides that no director  of  the
Company  shall  be  personally  liable  to  the  Company  or  any
stockholder  of the Company for monetary damages  for  breach  of
fiduciary duty as a director, except for liability: (i)  for  any
breach of the duty of loyalty to the Company or its stockholders;
(ii)  for  acts  or  omissions not in  good  faith  or  involving
intentional  misconduct  or  a  knowing  violation  of  the  law;
(iii)  arising from payment of dividends or approval of  a  stock
purchase in violation of Section 174 of the GCL; or (iv) for  any
action  from  which  the director derived  an  improper  personal
benefit.  While the Certificate provides protection  from  awards
for  monetary damages for breaches of the duty of care,  it  does
not  eliminate  the  director's duty of care.   Accordingly,  the
Certificate  will  not  affect  the  availability  of   equitable
remedies, such as an injunction, based on a director's breach  of
the  duty  of care.  The provisions of the Certificate  described
above apply to officers of the Company only if they are directors
of the Company and are acting in their capacity as directors, and
does not apply to officers of the Company who are not directors.

                              II-1
In addition, the Company's By-Laws provide that the Company
shall  indemnify its Executive Officers (as defined in Rule  3b-7
promulgated  under  the  Securities  Exchange  Act  of  1934,  as
amended)  and  directors,  and any  employee  who  serves  as  an
Executive Officer or director of any corporation at the Company's
request,  to the fullest extent permitted under and in accordance
with the GCL; provided, however, that the Company may modify  the
extent  of such indemnification by individual contracts with  its
Executive Officers and Directors; and, provided further, that the
Company  shall not be required to indemnify any Executive Officer
or  director in connection with any proceeding (or part  thereof)
initiated  by  such  person unless:  (i) such indemnification  is
expressly  required  to be made by law; (ii) the  proceeding  was
authorized   by  the  directors  of  the  Company;   (iii)   such
indemnification  is  provided  by  the  Company,  in   its   sole
discretion,  pursuant to the powers vested in the  Company  under
the  GCL;  or (iv) such indemnification is required  to  be  made
under  the By-Laws of the Company.  Under the GCL, directors  and
officers  as well as employees and individuals may be indemnified
against  expenses  (including attorneys' fees), judgments,  fines
and  amounts  paid  in  settlement in connection  with  specified
actions,   suits   or  proceedings,  whether   civil,   criminal,
administrative or investigative (other than an action  by  or  in
the  right  of  the corporation as a derivative action)  if  they
acted  in good faith and in a manner they reasonably believed  to
be  in  or  not opposed to the best interests of the corporation,
and  with  respect to any criminal action or proceeding,  had  no
reasonable cause to believe their conduct was unlawful.

      The  Company maintains a policy of directors' and officers'
liability  insurance  that insures the  Company's  directors  and
officers against the cost of defense, settlement or payment of  a
judgment under certain circumstances.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable

Item 8.   EXHIBITS

        Number   Exhibit
            4    INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
                 HOLDERS, INCLUDING INDENTURES

          4.1    Company's Restated Certificate of Incorporation*

          4.2    Company's By-laws *

          4.3    1995 Non-Employee Directors Stock Option Plan *

            5    OPINION OF COUNSEL

           23    CONSENTS OF EXPERTS AND COUNSEL

         23.1    Consent of Counsel (included in Exhibit 5)

         23.2    Consent of Independent Accountants

           24    POWERS OF ATTORNEY (included on the Signature
                 Pages to this Registration Statement)

      * Incorporated  by  reference  to   the   Company's
        Registration  Statement on Form S-1 (File  No.  33-97188)
        filed September 20, 1995, as amended.

                               II-2
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:

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

      (h)  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 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-3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe  that  it  meets all of the requirements  for  filing  on
Form  S-8 and has duly caused this registration statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized,  in the City of Fort Collins, State of  Colorado,  on
February 10, 1998.

                              Advanced Energy Industries, Inc.,
                              a Delaware corporation
                              
                              
                              
                              By:       /s/ Richard P. Beck
                              Name:     Richard P. Beck
                              Title:    Vice President and Chief
                                        Financial Officer
                                
                                
                        POWER OF ATTORNEY

      Each  person whose signature appears below hereby  appoints
Douglas S. Schatz, Hollis Caswell and G. Brent Backman, and  each
of  them severally, acting alone and without the other, his  true
and lawful attorney-in-fact with authority to execute in the name
of each such person, and to file with the Securities and Exchange
Commission,  together  with  any  exhibits  thereto   and   other
documents  therewith, any and all amendments  (including  without
limitation   post-effective  amendments)  to  this   registration
statement,  and to sign any registration statement for  the  same
offering  covered by this registration statement that  is  to  be
effective   upon  filing  pursuant  to  Rule  462(b)  under   the
Securities  Act, necessary or advisable to enable the  Registrant
to  comply with the Securities Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof,  which  amendments  may  make  such  changes   in   this
registration  statement  as the aforesaid attorney-in-fact  deems
appropriate.

      Pursuant  to the requirements of the Securities  Act,  this
registration  statement has been signed by the following  persons
in the capacities and on the date indicated.

                           /s/ Douglas S. Schatz
Date: February 10, 1998    Douglas S. Schatz
                           President and Chief Executive Officer
                           and Director
                           (Principal Executive Officer)

                           /s/ Richard P. Beck
Date: February 10, 1998    Richard P. Beck
                           Vice President and Chief Financial
                           Officer and Director
                           (Principal Financial and Accounting
                           Officer)

                               II-4
/s/ G. Brent Backman
Date: February 10, 1998    G. Brent Backman
                           Director

                           /s/ Hollis Caswell
Date: February 10, 1998    Hollis Caswell
                           Director

                           /s/ Elwood Spedden
Date: February 10, 1998    Elwood Spedden
                           Director

                           /s/ Arthur A. Noeth
Date: February 10, 1998    Arthur A. Noeth
                           Director

                             II-5
EXHIBIT INDEX

    Number    Exhibit
        4     INSTRUMENTS  DEFINING  THE  RIGHTS  OF  SECURITY
              HOLDERS, INCLUDING INDENTURES

      4.1     Company's Restated Certificate of Incorporation*

      4.2     Company's By-laws *

      4.3     1995 Non-Employee Directors Stock Option Plan *

        5     OPINION OF COUNSEL

       23     CONSENTS OF EXPERTS AND COUNSEL

     23.1     Consent of Counsel (included in Exhibit 5)

     23.2     Consent of Independent Accountants

       24     POWERS OF ATTORNEY (included on the Signature
              Pages to this Registration Statement)

     * Incorporated  by  reference  to   the   Company's
       Registration  Statement on Form S-1 (File  No.  33-97188)
       filed September 20, 1995, as amended.