As filed with the Securities and Exchange Commission on June
19, 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, including zip code, of principal executive offices)
                                
                     1995 STOCK OPTION PLAN
                     (Full title of the plan)
                                
                                
                         RICHARD P. BECK
                ADVANCED ENERGY INDUSTRIES, INC.
                     1625 SHARP POINT DRIVE
                  FORT COLLINS, COLORADO  80525
                         (970) 221-4670
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                                
                           COPIES TO:
                       CARISSA C. W. COZE
              THELEN, MARRIN, JOHNSON & BRIDGES LLP
               TWO EMBARCADERO CENTER, SUITE 2100
              SAN FRANCISCO, CALIFORNIA 94111-3995
                                
                    CALCULATION OF REGISTRATION FEE
                                   
 Title of securities   Amount to   Proposed    Proposed     Amount of
        to be             be       maximum     maximum    registration
     registered       registered   offering   aggregate        fee
                          (1)       price      offering
                                  per share   price (2)
                                     (2)
Common Stock, $0.001   1,125,000    $11.50   $12,937,500    $3,816.56
par value

(1)  The  maximum number of additional shares of Common Stock  to
     be offered under the 1995 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  June
     16, 1998.

<PAGE>

                                
  INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
                                
This Registration Statement is filed to register 1,125,000 shares
of Common Stock, $0.001 par value ("Common Shares") of Advanced
Energy Industries, Inc. (the "Registrant"), which shares are
authorized to be issued pursuant to the Registrant's 1995 Stock
Option Plan, as amended (the "Plan").  A registration statement
on Form S-8 (File No. 333-01616) with respect to 3,500,000 shares
of Common Stock authorized to be issued pursuant to Plan was
filed by the Registrant on February 23, 1996.  Except for Part
II, Items 3, 6, 8 and 9, which are set forth below, the contents
of such earlier registration statement are hereby incorporated by
reference.

                               I-1
<PAGE>
                                
                                
                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The  following  documents filed  with  the  Securities  and
Exchange  Commission  (the "Commission") by  the  Registrant  are
specifically  incorporated  by  reference  herein  and  form   an
integral part of this Registration Statement:

          (a)   Annual  Report on Form 10-K for  the  year  ended
          December 31, 1997, filed March 24, 1998 (File No.  000-
          26966);

          (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 Registrant document referred
          to in (a) above; and

          (c)  The description of the Common Shares contained  in
          the  Registrant'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  reports and other documents subsequently filed by  the
Registrant with the Commission pursuant to Sections 13(a), 13(c),
14   or  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 of such reports and other documents (except  that
no  document  shall be deemed to be incorporated by reference  if
filed  after  the  filing  of  a post-effective  amendment  which
indicates  that all securities offered have been  sold  or  which
deregisters all securities then remaining unsold).

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      As  permitted  by  the  Delaware  General  Corporation  Law
("GCL"),  the  Registrant's  Certificate  of  Incorporation,   as
amended  ("Certificate"),  provides that  no  Director  shall  be
personally  liable  to  the Registrant  or  any  stockholder  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 Registrant 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
Registrant only if they are Directors of the Registrant  and  are
acting  in  their capacity as Directors, and does  not  apply  to
officers of the Registrant who are not Directors.

                              II-1
<PAGE>


      In  addition,  the Registrant's By-laws  provide  that  the
Registrant shall indemnify its Executive Officers (as defined  in
Rule 3b-7 promulgated under the Exchange Act) and Directors,  and
any  employee who serves as an Executive Officer or  Director  of
any  corporation  at  the Registrant's request,  to  the  fullest
extent  permitted under and in accordance with the GCL; provided,
however,  that  the  Registrant may modify  the  extent  of  such
indemnification  by  individual  contracts  with  its   Executive
Officers   and  Directors;  and,  provided  further,   that   the
Registrant  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  Registrant;
(iii) such indemnification is provided by the Registrant, in  its
sole  discretion, pursuant to the powers vested in the Registrant
under  the  GCL; or (iv) such indemnification is required  to  be
made under Article XI, Section 43, Subsection (d) of the By-Laws.
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  Registrant  maintains  a  policy  of  directors'  and
officers'  liability  insurance  that  insures  the  Registrant's
directors and officers against the cost of defense, settlement or
payment of a judgment under certain circumstances.

ITEM 8.  EXHIBITS

      Exhibit
      Number   Description
               
      5        Opinion of Counsel
               
      23.1     Consent of Counsel (included in Exhibit 5)
               
      23.2     Consent of Arthur Andersen LLP
               
      24       Power  of  Attorney  (included  on  the  signature
               pages to this Registration Statement)
               

EXHIBIT 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;
                                
                              II-2
<PAGE>


                (i)      To include any  prospectus  required  by
          Section  10(a)(3) of the Securities  Act  of  1933,  as
          amended (the "Securities Act");

                (ii)     To  reflect  in the prospectus any facts
          or  events  arising after the effective  date  of  this
          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 this registration  statement.
          Notwithstanding the foregoing, any increase or decrease
          in  volume  of securities offered (if the total  dollar
          value of securities offered would not exceed that which
          was  registered) and any deviation from the low or high
          end  of  the  estimated maximum offering range  may  be
          reflected  in  the form of prospectus  filed  with  the
          Commission   pursuant  to  Rule  424(b)  if,   in   the
          aggregate, the changes in volume and price represent no
          more  than  a  20%  change  in  the  maximum  aggregate
          offering  price  set  forth  in  the  "Calculation   of
          Registration  Fee" table in the effective  registration
          statement;

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

     provided however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     shall not apply if the information required to be included
     in a post-effective amendment by such paragraphs is
     contained in one or more periodic reports filed with or
     furnished to the Commission by the registrant pursuant to
     Section 13 or 15(d) of the Exchange Act that are
     incorporated by reference in this 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; and

          (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 (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
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 Commission

                              II-3
<PAGE>


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 Fort Collins, State of Colorado, on the 19th day  of
June, 1998.


                              Advanced Energy Industries, Inc.
                              
                              
                              
                              By: /s/ Douglas S. Schatz
                                 Douglas S. Schatz
                                 President, Chairman of the
                                   Board and Chief Executive
                                   Officer



                        POWER OF ATTORNEY
                                
      Each  person whose signature appears below hereby  appoints
Douglas  S.  Schatz, Hollis L. Caswell and Richard P.  Beck,  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  necessary  or advisable to enable  the  registrant  to
comply  with  the  Securities Act of 1933, as  amended,  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 of 1933,
this Registration Statement has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.


Dated:  June 19, 1998          /s/ Douglas S. Schatz
                              Douglas S. Schatz
                              President, Chairman of the Board
                                and Chief Executive Officer
                              (Principal Executive Officer)

                              II-5
<PAGE>


Dated:  June 19, 1998          /s/ Richard P. Beck
                              Richard P. Beck
                              Senior Vice President and Chief
                                Financial Officer and Director
                              (Principal Financial and Accounting
                                Officer)



Dated:  June 19, 1998          /s/ G. Brent Backman
                              G. Brent Backman
                              Director



Dated:  June 19, 1998          /s/ Hollis L. Caswell
                              Hollis L. Caswell
                              Director



Dated:  June 19, 1998          /s/ Elwood Spedden
                              Elwood Spedden
                              Director



Dated:  June 19, 1998          /s/ Arthur A. Noeth
                              Arthur A. Noeth
                              Director

                              II-6
<PAGE>

                                
                          EXHIBIT INDEX

      Exhibit
      Number   Description
               
      5        Opinion of Counsel
               
      23.1     Consent of Counsel (included in Exhibit 5)
               
      23.2     Consent of Arthur Andersen LLP
               
      24       Power  of  Attorney  (included  on  the  signature
               pages to this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "ADVANCED ENERGY INDUSTRIES, INC.", "secsgml_size_bytes": 18070}]
{"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": "333-57233", "film-number": "98650924"}, "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 June
19, 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, including zip code, of principal executive offices)
                                
                     1995 STOCK OPTION PLAN
                     (Full title of the plan)
                                
                                
                         RICHARD P. BECK
                ADVANCED ENERGY INDUSTRIES, INC.
                     1625 SHARP POINT DRIVE
                  FORT COLLINS, COLORADO  80525
                         (970) 221-4670
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                                
                           COPIES TO:
                       CARISSA C. W. COZE
              THELEN, MARRIN, JOHNSON & BRIDGES LLP
               TWO EMBARCADERO CENTER, SUITE 2100
              SAN FRANCISCO, CALIFORNIA 94111-3995
                                
                    CALCULATION OF REGISTRATION FEE
                                   
 Title of securities   Amount to   Proposed    Proposed     Amount of
        to be             be       maximum     maximum    registration
     registered       registered   offering   aggregate        fee
                          (1)       price      offering
                                  per share   price (2)
                                     (2)
Common Stock, $0.001   1,125,000    $11.50   $12,937,500    $3,816.56
par value

(1)  The  maximum number of additional shares of Common Stock  to
     be offered under the 1995 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  June
     16, 1998.
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
                                
This Registration Statement is filed to register 1,125,000 shares
of Common Stock, $0.001 par value ("Common Shares") of Advanced
Energy Industries, Inc. (the "Registrant"), which shares are
authorized to be issued pursuant to the Registrant's 1995 Stock
Option Plan, as amended (the "Plan").  A registration statement
on Form S-8 (File No. 333-01616) with respect to 3,500,000 shares
of Common Stock authorized to be issued pursuant to Plan was
filed by the Registrant on February 23, 1996.  Except for Part
II, Items 3, 6, 8 and 9, which are set forth below, the contents
of such earlier registration statement are hereby incorporated by
reference.

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

      The  following  documents filed  with  the  Securities  and
Exchange  Commission  (the "Commission") by  the  Registrant  are
specifically  incorporated  by  reference  herein  and  form   an
integral part of this Registration Statement:

          (a)   Annual  Report on Form 10-K for  the  year  ended
          December 31, 1997, filed March 24, 1998 (File No.  000-
          26966);

          (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 Registrant document referred
          to in (a) above; and

          (c)  The description of the Common Shares contained  in
          the  Registrant'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  reports and other documents subsequently filed by  the
Registrant with the Commission pursuant to Sections 13(a), 13(c),
14   or  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 of such reports and other documents (except  that
no  document  shall be deemed to be incorporated by reference  if
filed  after  the  filing  of  a post-effective  amendment  which
indicates  that all securities offered have been  sold  or  which
deregisters all securities then remaining unsold).

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      As  permitted  by  the  Delaware  General  Corporation  Law
("GCL"),  the  Registrant's  Certificate  of  Incorporation,   as
amended  ("Certificate"),  provides that  no  Director  shall  be
personally  liable  to  the Registrant  or  any  stockholder  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 Registrant 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
Registrant only if they are Directors of the Registrant  and  are
acting  in  their capacity as Directors, and does  not  apply  to
officers of the Registrant who are not Directors.

                              II-1
In  addition,  the Registrant's By-laws  provide  that  the
Registrant shall indemnify its Executive Officers (as defined  in
Rule 3b-7 promulgated under the Exchange Act) and Directors,  and
any  employee who serves as an Executive Officer or  Director  of
any  corporation  at  the Registrant's request,  to  the  fullest
extent  permitted under and in accordance with the GCL; provided,
however,  that  the  Registrant may modify  the  extent  of  such
indemnification  by  individual  contracts  with  its   Executive
Officers   and  Directors;  and,  provided  further,   that   the
Registrant  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  Registrant;
(iii) such indemnification is provided by the Registrant, in  its
sole  discretion, pursuant to the powers vested in the Registrant
under  the  GCL; or (iv) such indemnification is required  to  be
made under Article XI, Section 43, Subsection (d) of the By-Laws.
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  Registrant  maintains  a  policy  of  directors'  and
officers'  liability  insurance  that  insures  the  Registrant's
directors and officers against the cost of defense, settlement or
payment of a judgment under certain circumstances.

ITEM 8.  EXHIBITS

      Exhibit
      Number   Description
               
      5        Opinion of Counsel
               
      23.1     Consent of Counsel (included in Exhibit 5)
               
      23.2     Consent of Arthur Andersen LLP
               
      24       Power  of  Attorney  (included  on  the  signature
               pages to this Registration Statement)
               

EXHIBIT 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;
                                
                              II-2
(i)      To include any  prospectus  required  by
          Section  10(a)(3) of the Securities  Act  of  1933,  as
          amended (the "Securities Act");

                (ii)     To  reflect  in the prospectus any facts
          or  events  arising after the effective  date  of  this
          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 this registration  statement.
          Notwithstanding the foregoing, any increase or decrease
          in  volume  of securities offered (if the total  dollar
          value of securities offered would not exceed that which
          was  registered) and any deviation from the low or high
          end  of  the  estimated maximum offering range  may  be
          reflected  in  the form of prospectus  filed  with  the
          Commission   pursuant  to  Rule  424(b)  if,   in   the
          aggregate, the changes in volume and price represent no
          more  than  a  20%  change  in  the  maximum  aggregate
          offering  price  set  forth  in  the  "Calculation   of
          Registration  Fee" table in the effective  registration
          statement;

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

     provided however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     shall not apply if the information required to be included
     in a post-effective amendment by such paragraphs is
     contained in one or more periodic reports filed with or
     furnished to the Commission by the registrant pursuant to
     Section 13 or 15(d) of the Exchange Act that are
     incorporated by reference in this 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; and

          (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 (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
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 Commission

                              II-3
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 Fort Collins, State of Colorado, on the 19th day  of
June, 1998.

                              Advanced Energy Industries, Inc.
                              
                              
                              
                              By: /s/ Douglas S. Schatz
                                 Douglas S. Schatz
                                 President, Chairman of the
                                   Board and Chief Executive
                                   Officer

                        POWER OF ATTORNEY
                                
      Each  person whose signature appears below hereby  appoints
Douglas  S.  Schatz, Hollis L. Caswell and Richard P.  Beck,  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  necessary  or advisable to enable  the  registrant  to
comply  with  the  Securities Act of 1933, as  amended,  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 of 1933,
this Registration Statement has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.

Dated:  June 19, 1998          /s/ Douglas S. Schatz
                              Douglas S. Schatz
                              President, Chairman of the Board
                                and Chief Executive Officer
                              (Principal Executive Officer)

                              II-5
Dated:  June 19, 1998          /s/ Richard P. Beck
                              Richard P. Beck
                              Senior Vice President and Chief
                                Financial Officer and Director
                              (Principal Financial and Accounting
                                Officer)

Dated:  June 19, 1998          /s/ G. Brent Backman
                              G. Brent Backman
                              Director

Dated:  June 19, 1998          /s/ Hollis L. Caswell
                              Hollis L. Caswell
                              Director

Dated:  June 19, 1998          /s/ Elwood Spedden
                              Elwood Spedden
                              Director

Dated:  June 19, 1998          /s/ Arthur A. Noeth
                              Arthur A. Noeth
                              Director

                              II-6
EXHIBIT INDEX

      Exhibit
      Number   Description
               
      5        Opinion of Counsel
               
      23.1     Consent of Counsel (included in Exhibit 5)
               
      23.2     Consent of Arthur Andersen LLP
               
      24       Power  of  Attorney  (included  on  the  signature
               pages to this Registration Statement)