As filed with the Securities and Exchange Commission on August 22, 1997
                                                     Registration No.
                                                                     -----------
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                           SOUTHWALL TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                   94-2551470
     (State or other jurisdiction                        (IRS Employer
   of incorporation or organization)                  Identification No.)

                              1029 Corporation Way
                           Palo Alto, California 94303
               (Address of principal executive offices) (Zip Code)

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

                           SOUTHWALL TECHNOLOGIES INC.
                            1997 STOCK INCENTIVE PLAN
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                                 L. Ray Christie
              Vice President, Chief Financial Officer and Secretary
                           SOUTHWALL TECHNOLOGIES INC.
                              1029 Corporation Way
                           Palo Alto, California 94303
                     (Name and address of agent for service)

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

          (Telephone number, including area code, of agent for service)
                                 (415) 962-9111
<TABLE>
                                                CALCULATION OF REGISTRATION FEE
=============================================================================================================================
<CAPTION>
                 Title of                       Amount          Proposed Maximum        Proposed Maximum        Amount of
                Securities                       to be              Offering                Aggregate         Registration
             to be Registered               Registered (1)    Price per Share (2)      Offering Price (2)          Fee
------------------------------------------- ----------------------------------------- ---------------------- ----------------
<S>                                             <C>                  <C>                    <C>                   <C>

1997 Stock Incentive Plan
      Options                                   400,000               N/A                      N/A                 N/A
      Common Stock (par value $0.001)           400,000              $6.94                  $2,776,000             $842

1997 Employee Stock Purchase
      Common Stock (par value $0.001)           100,000              $6.94                  $  694,000             $211
<FN>
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable under the 1997 Stock Incentive Plan
         and the 1997  Employee  Stock  Purchase  Plan by  reason  of any  stock
         dividend,  stock split,  recapitalization  or other similar transaction
         effected  without  the  receipt of  consideration  which  results in an
         increase  in the number of the  outstanding  shares of Common  Stock of
         Southwall Technologies Inc.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the  high  and low  prices  per  share of  Common  Stock  of  Southwall
         Technologies Inc. on August 18, 1997.
</FN>
</TABLE>
<PAGE>

                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

         Southwall  Technologies Inc. (the "Registrant")  hereby incorporates by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The Registrant's Annual Report on Form 10-K filed with the SEC
                  for the fiscal year ended  December  31, 1996,  including  any
                  amendments thereto,

         (b)      The  Registrant's  Quarterly  Reports on Forms 10-Q filed with
                  the SEC for the fiscal  quarters ended March 30, 1997 and June
                  29, 1997, and

         (c)      The description of the Registrant's  outstanding  Common Stock
                  contained  in  the  Registrant's  Registration  Statement  No.
                  0-15930  on Form  8-A  filed  with  the  SEC on July 6,  1987,
                  pursuant to Section 12 of the Securities  Exchange Act of 1934
                  (the "1934 Act),  including  any amendment or report filed for
                  the purpose of updating such description.

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation Law authorizes a court
to award or a  corporation's  Board of  Directors  to grant  indemnification  to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred)  arising under the Securities Act of 1933
(the "1933 Act"). The Registrant's Bylaws provide for mandatory  indemnification
of its  directors and  permissible  indemnification  of officers,  employees and
other agents to the maximum extent permitted by the Delaware General Corporation
Law. The Registrant's  Certificate of Incorporation  provides that,  pursuant to
Delaware law, its directors shall not be liable for monetary  damages for breach
of their  fiduciary duty as directors to the  Registrant  and its  stockholders.
This  provision in the  Certificate  of  Incorporation  does not  eliminate  the
fiduciary duty of the directors,  and, in appropriate  circumstances,  equitable
remedies such as injunctive  or other forms of  non-monetary  relief will remain
available  under  Delaware  law. In addition,  each director will continue to be
subject  to  liability  for  breach of the  director's  duty of  loyalty  to the
Registrant  for acts or  omissions  not in good faith or  involving  intentional
misconduct,  for knowing  violations  of law,  for  actions  leading to improper
personal  benefit to the  director  and for payment of  dividends or approval of
stock  repurchases  or  redemptions  that are unlawful  under  Delaware law. The
provision  also does not affect a  director's  responsibilities  under any other
law, such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into Indemnification Agreements with its officers and
directors. The Indemnification  Agreements provide the Registrant's officers and
directors with further  indemnification  to the maximum extent  permitted by the
Delaware General Corporation Law.

                                      II-2

<PAGE>


Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

Exhibit Number        Exhibit
--------------        -------

      4               Instrument  Defining Rights of Stockholders.  Reference is
                      made to Registrant's Registration Statement No. 0-15930 on
                      Form  8-A,  which  is  incorporated  herein  by  reference
                      pursuant to Item 3(c) of this Registration Statement.
      5               Opinion and consent of Gunderson Dettmer Stough Villeneuve
                      Franklin & Hachigian, LLP.
     23.1             Consent of Price Waterhouse LLP, Independent Accountants.
     23.2             Consent of Gunderson Dettmer Stough Villeneuve  Franklin &
                      Hachigian,  LLP is  contained  in  Exhibit 5.
     24               Power of Attorney.  Reference is made to page II-4 of this
                      Registration Statement.

Item 9.  Undertakings

         A. The undersigned  Registrant hereby  undertakes:  (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 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  and (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 clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the SEC by the  Registrant  pursuant to Section 13 or Section 15(d)
of the  1934  Act  that  are  incorporated  by  reference  in this  Registration
Statement;  (2) that for the purpose of determining any liability under the 1933
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  Registrant's  1997 Stock  Incentive  Plan and 1997 Employee
Stock Purchase Plan.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as  indemnification  for liabilities  arising under the 1933
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Registrant  pursuant to the indemnification  provisions  summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification  is against  public policy as expressed in the 1933 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  1933  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, 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 Palo Alto, State of California on this 20th day
of August, 1997.


                           SOUTHWALL TECHNOLOGIES INC.
                          
                          
                           By:   /s/  Martin M. Schwartz
                                 -----------------------
                                 Martin M. Schwartz
                                 President, Chief Executive Officer and Director
                          
                          
                          
                          
                                POWER OF ATTORNEY
                                -----------------
              


KNOW ALL PERSONS BY THESE PRESENTS:

                  That the  undersigned  officers  and  directors  of  Southwall
Technologies  Inc., a Delaware  corporation,  do hereby  constitute  and appoint
Martin  M.  Schwartz  and L.  Ray  Christie,  and  either  of them,  the  lawful
attorneys-in-fact  and agents  with full power and  authority  to do any and all
acts and things and to execute any and all instruments  which said attorneys and
agents,  and either one of them,  determine  may be  necessary  or  advisable or
required to enable said  corporation  to comply with the Securities Act of 1933,
as amended,  and any rules or regulations or  requirements of the Securities and
Exchange  Commission in connection  with this  Registration  Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to  any  and  all  amendments,   both  pre-effective  and  post-effective,   and
supplements to this  Registration  Statement,  and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements  thereof,  and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or either one of them, shall do
or cause to be done by virtue  hereof.  This Power of Attorney  may be signed in
several counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.
<TABLE>
                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated. 
<CAPTION>

Signature                                       Title                                              Date
---------                                       -----                                              ----

<S>                                             <C>                                             <C>

/s/  Martin M. Schwartz                         President, Chief Executive                      August 20, 1997
-----------------------                         Officer and Director           
Martin M. Schwartz                              (Principal Executive Officer)  

/s/  L. Ray Christie                            Vice President, Chief Financial Officer         August 20, 1997
--------------------                            and Secretary                                
L. Ray Christie                                 (Principal Financial and Accounting Officer) 
                                                


                                      II-4
<PAGE>

Signature                                       Title                                              Date
---------                                       -----                                              ----


/s/  J. Larry Smart                             Chairman of the Board                           August 20, 1997
-------------------
J. Larry Smart


/s/  Bruce J. Alexander                         Director                                        August 20, 1997
-----------------------
Bruce J. Alexander


/s/  Joseph B. Reagan                           Director                                        August 20, 1997
---------------------
Joseph B. Reagan



-------------------                             Director                                           ______, 1997
Walter C. Sedgwick



/s/  Dr. Yoshimichi Hase                        Director                                        August 20, 1997
------------------------
Dr. Yoshimichi Hase

</TABLE>


                                      II-5


<PAGE>
<TABLE>

                                  EXHIBIT INDEX


<CAPTION>
                                                                                       Sequentially
Exhibit Number     Exhibit                                                             Numbered Page
--------------     -------                                                             -------------
<S>                <C>

      4            Instrument Defining Rights of Stockholders. Reference is made
                   to  Registrant's  Registration  Statement No. 0-15930 on Form
                   8-A, which is  incorporated  herein by reference  pursuant to
                   Item 3(c) of this Registration Statement.

      5            Opinion and consent of Gunderson  Dettmer  Stough  Villeneuve
                   Franklin & Hachigian, LLP.

     23.1          Consent of Price Waterhouse LLP, Independent Accountants.

     23.2          Consent of Gunderson  Dettmer  Stough  Villeneuve  Franklin &
                   Hachigian, LLP is contained in Exhibit 5.

     24            Power of  Attorney.  Reference  is made to page  II-4 of this
                   Registration Statement.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18938}]
{"company-data": {"conformed-name": "SOUTHWALL TECHNOLOGIES INC /DE/", "cik": "0000813619", "assigned-sic": "3081", "irs-number": "942551470", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34287", "film-number": "97668974"}, "business-address": {"street1": "1029 CORPORATION WAY", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4159629111"}}
As filed with the Securities and Exchange Commission on August 22, 1997
                                                     Registration No.
                                                                     -----------
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                           SOUTHWALL TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                   94-2551470
     (State or other jurisdiction                        (IRS Employer
   of incorporation or organization)                  Identification No.)

                              1029 Corporation Way
                           Palo Alto, California 94303
               (Address of principal executive offices) (Zip Code)

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

                           SOUTHWALL TECHNOLOGIES INC.
                            1997 STOCK INCENTIVE PLAN
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                                 L. Ray Christie
              Vice President, Chief Financial Officer and Secretary
                           SOUTHWALL TECHNOLOGIES INC.
                              1029 Corporation Way
                           Palo Alto, California 94303
                     (Name and address of agent for service)

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

          (Telephone number, including area code, of agent for service)
                                 (415) 962-9111

                                                CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Title of                       Amount          Proposed Maximum        Proposed Maximum        Amount of
                Securities                       to be              Offering                Aggregate         Registration
             to be Registered               Registered (1)    Price per Share (2)      Offering Price (2)          Fee
------------------------------------------- ----------------------------------------- ---------------------- ----------------
1997 Stock Incentive Plan
      Options                                   400,000               N/A                      N/A                 N/A
      Common Stock (par value $0.001)           400,000              $6.94                  $2,776,000             $842

1997 Employee Stock Purchase
      Common Stock (par value $0.001)           100,000              $6.94                  $  694,000             $211
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable under the 1997 Stock Incentive Plan
         and the 1997  Employee  Stock  Purchase  Plan by  reason  of any  stock
         dividend,  stock split,  recapitalization  or other similar transaction
         effected  without  the  receipt of  consideration  which  results in an
         increase  in the number of the  outstanding  shares of Common  Stock of
         Southwall Technologies Inc.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the  high  and low  prices  per  share of  Common  Stock  of  Southwall
         Technologies Inc. on August 18, 1997.
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

         Southwall  Technologies Inc. (the "Registrant")  hereby incorporates by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The Registrant's Annual Report on Form 10-K filed with the SEC
                  for the fiscal year ended  December  31, 1996,  including  any
                  amendments thereto,

         (b)      The  Registrant's  Quarterly  Reports on Forms 10-Q filed with
                  the SEC for the fiscal  quarters ended March 30, 1997 and June
                  29, 1997, and

         (c)      The description of the Registrant's  outstanding  Common Stock
                  contained  in  the  Registrant's  Registration  Statement  No.
                  0-15930  on Form  8-A  filed  with  the  SEC on July 6,  1987,
                  pursuant to Section 12 of the Securities  Exchange Act of 1934
                  (the "1934 Act),  including  any amendment or report filed for
                  the purpose of updating such description.

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation Law authorizes a court
to award or a  corporation's  Board of  Directors  to grant  indemnification  to
directors   and   officers   in  terms   sufficiently   broad  to  permit   such
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement  for expenses  incurred)  arising under the Securities Act of 1933
(the "1933 Act"). The Registrant's Bylaws provide for mandatory  indemnification
of its  directors and  permissible  indemnification  of officers,  employees and
other agents to the maximum extent permitted by the Delaware General Corporation
Law. The Registrant's  Certificate of Incorporation  provides that,  pursuant to
Delaware law, its directors shall not be liable for monetary  damages for breach
of their  fiduciary duty as directors to the  Registrant  and its  stockholders.
This  provision in the  Certificate  of  Incorporation  does not  eliminate  the
fiduciary duty of the directors,  and, in appropriate  circumstances,  equitable
remedies such as injunctive  or other forms of  non-monetary  relief will remain
available  under  Delaware  law. In addition,  each director will continue to be
subject  to  liability  for  breach of the  director's  duty of  loyalty  to the
Registrant  for acts or  omissions  not in good faith or  involving  intentional
misconduct,  for knowing  violations  of law,  for  actions  leading to improper
personal  benefit to the  director  and for payment of  dividends or approval of
stock  repurchases  or  redemptions  that are unlawful  under  Delaware law. The
provision  also does not affect a  director's  responsibilities  under any other
law, such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into Indemnification Agreements with its officers and
directors. The Indemnification  Agreements provide the Registrant's officers and
directors with further  indemnification  to the maximum extent  permitted by the
Delaware General Corporation Law.

                                      II-2
Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

Exhibit Number        Exhibit
--------------        -------

      4               Instrument  Defining Rights of Stockholders.  Reference is
                      made to Registrant's Registration Statement No. 0-15930 on
                      Form  8-A,  which  is  incorporated  herein  by  reference
                      pursuant to Item 3(c) of this Registration Statement.
      5               Opinion and consent of Gunderson Dettmer Stough Villeneuve
                      Franklin & Hachigian, LLP.
     23.1             Consent of Price Waterhouse LLP, Independent Accountants.
     23.2             Consent of Gunderson Dettmer Stough Villeneuve  Franklin &
                      Hachigian,  LLP is  contained  in  Exhibit 5.
     24               Power of Attorney.  Reference is made to page II-4 of this
                      Registration Statement.

Item 9.  Undertakings

         A. The undersigned  Registrant hereby  undertakes:  (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 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  and (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 clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the SEC by the  Registrant  pursuant to Section 13 or Section 15(d)
of the  1934  Act  that  are  incorporated  by  reference  in this  Registration
Statement;  (2) that for the purpose of determining any liability under the 1933
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  Registrant's  1997 Stock  Incentive  Plan and 1997 Employee
Stock Purchase Plan.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as  indemnification  for liabilities  arising under the 1933
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Registrant  pursuant to the indemnification  provisions  summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification  is against  public policy as expressed in the 1933 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  1933  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, 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 Palo Alto, State of California on this 20th day
of August, 1997.

                           SOUTHWALL TECHNOLOGIES INC.
                          
                          
                           By:   /s/  Martin M. Schwartz
                                 -----------------------
                                 Martin M. Schwartz
                                 President, Chief Executive Officer and Director
                          
                          
                          
                          
                                POWER OF ATTORNEY
                                -----------------
              

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the  undersigned  officers  and  directors  of  Southwall
Technologies  Inc., a Delaware  corporation,  do hereby  constitute  and appoint
Martin  M.  Schwartz  and L.  Ray  Christie,  and  either  of them,  the  lawful
attorneys-in-fact  and agents  with full power and  authority  to do any and all
acts and things and to execute any and all instruments  which said attorneys and
agents,  and either one of them,  determine  may be  necessary  or  advisable or
required to enable said  corporation  to comply with the Securities Act of 1933,
as amended,  and any rules or regulations or  requirements of the Securities and
Exchange  Commission in connection  with this  Registration  Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to  any  and  all  amendments,   both  pre-effective  and  post-effective,   and
supplements to this  Registration  Statement,  and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements  thereof,  and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or either one of them, shall do
or cause to be done by virtue  hereof.  This Power of Attorney  may be signed in
several counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated.
Signature                                       Title                                              Date
---------                                       -----                                              ----
/s/  Martin M. Schwartz                         President, Chief Executive                      August 20, 1997
-----------------------                         Officer and Director           
Martin M. Schwartz                              (Principal Executive Officer)  

/s/  L. Ray Christie                            Vice President, Chief Financial Officer         August 20, 1997
--------------------                            and Secretary                                
L. Ray Christie                                 (Principal Financial and Accounting Officer) 
                                                

                                      II-4
Signature                                       Title                                              Date
---------                                       -----                                              ----

/s/  J. Larry Smart                             Chairman of the Board                           August 20, 1997
-------------------
J. Larry Smart

/s/  Bruce J. Alexander                         Director                                        August 20, 1997
-----------------------
Bruce J. Alexander

/s/  Joseph B. Reagan                           Director                                        August 20, 1997
---------------------
Joseph B. Reagan

-------------------                             Director                                           ______, 1997
Walter C. Sedgwick

/s/  Dr. Yoshimichi Hase                        Director                                        August 20, 1997
------------------------
Dr. Yoshimichi Hase
II-5
EXHIBIT INDEX
Sequentially
Exhibit Number     Exhibit                                                             Numbered Page
--------------     -------                                                             -------------
4            Instrument Defining Rights of Stockholders. Reference is made
                   to  Registrant's  Registration  Statement No. 0-15930 on Form
                   8-A, which is  incorporated  herein by reference  pursuant to
                   Item 3(c) of this Registration Statement.

      5            Opinion and consent of Gunderson  Dettmer  Stough  Villeneuve
                   Franklin & Hachigian, LLP.

     23.1          Consent of Price Waterhouse LLP, Independent Accountants.

     23.2          Consent of Gunderson  Dettmer  Stough  Villeneuve  Franklin &
                   Hachigian, LLP is contained in Exhibit 5.

     24            Power of  Attorney.  Reference  is made to page  II-4 of this
                   Registration Statement.