As filed with the  Securities  and Exchange  Commission  on June 24,
                             1996 Registration No.

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                             REGISTRATION STATEMENT
                                       on
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                 VIDEONICS, INC.
             [Exact name of Registrant as specified in its charter]

                                   California
                 (State or other jurisdiction of incorporation)
 
                                   77-0118151
                      (I.R.S. Employer Identification No.)

                                1370 Dell Avenue
                           Campbell, California 95008
                    (Address of Principal Executive Offices)

                                 Videonics, Inc.
                             1996 Stock Option Plan
                              (Full title of Plan)

                             Mr. Michael L. D'Addio
                             Chief Executive Officer
                                 Videonics, Inc.
                                1370 Dell Avenue
                           Campbell, California 95008
                                 (408) 866-8300
            (Name, address and telephone number of agent for service)

                          Copies to: Wise & Shepard LLP
                           3030 Hansen Way, Suite 100
                           Palo Alto, California 94304
                                 (415) 856-1200
                     Attention: Jerrold F. Petruzzelli, Esq.

               Approximate date of commencement of proposed sales:
                   From time to time after the effective date
                         of this Registration Statement
<TABLE>
<CAPTION>
       
==================================================================================================================
                  CALCULATION OF REGISTRATION FEE

- ---------------------------   --------------------------   --------------------------   --------------------------   ---------------
Title of each class of                                            Proposed                    Proposed maximum          Amount of
  securities to be             Amount to be registered      maximum offering price               aggregate             registration
    registered                                                    per share (1)               offering price(1)            fee (1)
- ---------------------------   --------------------------   --------------------------   --------------------------   ---------------
      <S>                     <C>                          <C>                          <C>                          <C>
      Common Stock,                   $500,000                     $10.3125                    $5,156,250.00              $1,778.00
      no par value
- ---------------------------   --------------------------   --------------------------   --------------------------   ---------------


<FN>
 (1)   Pursuant to Rule 457(h) and Rule 457(c),  the proposed  maximum  offering
       price  per  share  and the  registration  fee are  based on the  reported
       average of the bid and asked prices for Videonics,  Inc.  Common Stock on
       the NASDAQ National Market System on June 20, 1996. Page 1 of 22
</FN>
</TABLE>

<PAGE>


PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1

Item 1.  Plan Information.


Item 2.  Registrant Information and Employee Plan Annual Information



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents which have heretofore been filed by Videonics,
Inc.   ("Registrant")   with  the  Securities  and  Exchange   Commission   (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"1934 Act"),  are  incorporated by reference  herein and shall be deemed to be a
part hereof:

     1.  Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
December 31, 1995.
     2.  Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.

     3. The description of Registrant's Common Stock contained in a Registration
Statement  on Form S-1 filed with the  Commission  under the  Securities  Act of
1933,  as amended,  and declared  effective on December 15, 1994,  including any
amendment or report filed for the purpose of updating such description.

         All  documents  subsequently  filed by Registrant  with the  Commission
pursuant to Section  13(a),  13(c),  14 and 15(d) of the 1934 Act,  prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  in this  Registration  Statement  and to be a part  hereof  from  the
respective  dates of filing such documents  (such  documents,  and the documents
enumerated above,  being hereinafter  referred to as "Incorporated  Documents");
provided,  however, that the documents enumerated above or subsequently filed by
the Registrant  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act
in each year during which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Registrant's Annual Report
on Form 10-K  covering  such  year  shall not be  Incorporated  Documents  or be
incorporated  by  reference in this  Registration  Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.

         Any statement contained in an Incorporated  Document shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
          
     Jerrold  F.  Petruzzelli,  a partner  of Wise & Shepard  LLP,  counsel  for
Registrant,  is the sole and beneficial  owner of 40,000 shares of  Registrant's
common  stock.  Such shares were  acquired in open market  purchases  over a six
month period from October 30, 1995 through April 30, 1996.

Item 6.  Indemnification of Directors and Officers.

         Registrant has adopted  provisions in its Amended and Restated Articles
of Incorporation  (the "Articles") that limit the liability of its directors for
monetary  damages  arising  from breach of their  fiduciary  duty as  directors,
except to the extent  otherwise  required by the California  Corporations  Code.
California Corporations Code Section 317(h) provides that, with the exception of
expenses  actually and reasonably  incurred by a director in connection with the
successful defense on the merits of any threatened,  pending or completed action
or proceeding or any claim,  issue or matter  therein and expenses  specifically
authorized  and approved by the court in which any proceeding is or was pending,
Registrant   may  not  indemnify  or  advance  money  for  expenses  where  such
indemnification  or advance is  inconsistent  with a provision  of  Registrant's
Articles or Amended and Restated Bylaws (the "Bylaws"),  a resolution adopted by
its  shareholders  or an  agreement  in effect at the time of the accrual of the
alleged cause of action asserted in the proceeding  which prohibits or otherwise
limits indemnification. Registrant is not aware of any provision in its Articles
or  Bylaws,  in a  shareholder  resolution,  or in any other  agreement  that is
inconsistent  with  Registrant's  ability  to provide  indemnification.  Each of
Registrant's  directors  will  continue to be subject to  liability  for acts or
omissions  that  involve  intentional  misconduct  or  a  knowing  and  culpable
violation of the law, acts or omissions that a director  believes to be contrary
to the best  interests of  Registrant  or its  shareholders  or that involve the
absence of good faith on the part of the director,  any transaction from which a
director  derives an improper  personal  benefit,  acts or omissions that show a
reckless  disregard for the director's duty to Registrant or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary  course of  performing  his duties as a director,  of a risk of serious
injury to Registrant or its  shareholders,  acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to  Registrant  or its  shareholders,  improper  transactions  between  the
director and Registrant,  and improper distributions to shareholders or loans or
guarantees  to directors and officers.  Moreover,  such  limitation of liability
does not  limit the  liability  of  Registrant's  directors  under  the  federal
securities laws and does not affect the availability of equitable remedies, such
as injunctive relief or rescission.

         Registrant's   Bylaws  provide  that  Registrant  shall  indemnify  its
directors  and  officers to the fullest  extent  permitted  by  California  law,
including  circumstances  in which  indemnification  is otherwise  discretionary
under California law.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors or
officers,  such  indemnification  obligations  may be against  public  policy as
expressed in the  Securities Act and may therefore be  unenforceable.  Moreover,
Registrant's  provisions  relating to  limitations of liability of its directors
will  not  limit  the  directors'  exposure  to  monetary  liability  under  the
Securities  Act.  Registrant  does not have an officer  and  director  liability
insurance policy.

         At present,  there is no pending  litigation or proceeding  involving a
director, officer, employee or agent of Registrant where indemnification will be
required or permitted.  Registrant is not aware of any threatened  litigation or
proceeding which may result in a claim for such indemnification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The Exhibits  listed in the  following  Exhibit Index are filed as part
of, or incorporated by reference into, this Registration Statement.


Exhibit Number              Description

     4.1                    Amended and restated  articles of  incorporation  of
                            Videonics, Dated December 19, 1994 (filed as exhibit
                            3.1 to  Registrant's  Annual Report on form 10-k for
                            the fiscal year ended December 31, 1994, file number
                            0-25036,  and incorporated herein by reference)
                                                                                
     4.2                    Amended  and Restated  Bylaws of    Videonics,
                            Inc., as adopted by the  Board of Directors on
                            October 27, 1994 (filed as Exhibit  3.2  to 
                            Registrant's Annual Report on Form 10-K  for
                            the fiscal  year  ended   December 31,  1994,
                            file number  0-25036, and incorporated  herein by
                            reference)
    
    4.3                     Videonics,  Inc. 1996 Stock Option Plan, and related
                            documents.*

                                                                   
    5                       Opinion of Wise & Shepard LLP*

                 
    23                      Consent  of  Coopers & Lybrand  L.L.P.,  Independent
                            Accountants*
                            -----------------------------------
                            * filed herewith

                                                                





<PAGE>





    

Item 9.  Undertakings.

(1)      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 Securities Act of 1933;

                  (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;

                  (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 (1)(a)(i) and (1)(a)(ii) do not apply if this
Registration  Statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the  Securities  Exchange Act of 1934 that are  incorporated  by reference in
this Registration Statement;

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered 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.

(2)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability under the Securities Act of 1933, each filing of this
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in 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 bonafide offering thereof.

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

__________________
1 This information is not required to be included in, and is not incorporated by
  in reference in, this Registration Statement.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Campbell,  State of California,  on this 21st day of
June, 1996.


                                        VIDEONICS, INC.



      By:              /s/              Michael L. D'Addio  
                                       
                                        Michael L. D'Addio
                                        Chairman of the Board, 
                                        Chief Executive Officer and President
                                                 


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that  each  officer  or  director  of
Videonics,  Inc. whose signature  appears below constitutes and appoints Michael
L. D'Addio and James A. McNeill,  jointly and severally,  his  attorneys-in-fact
and agents, each with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments,  including
post-effective amendments and supplements to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.


<PAGE>


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below on June 21, 1996, by the following
persons in the capacities indicated.




Signature                                       Title




/s/  Michael L. D'Addio                        Chairman of the Board,  
     Michael L. D'Addio                        Chief  Executive Officer, 
                                               President and Director
                                                      



/s/  James A. McNeill                           Vice   President of Finance,   
     James A. McNeill                          Chief Financial Officer and 
                                               Assistant  Secretary
                                               
                                         
                                              
    


/s/  Mark C. Hahn                              Director,  Chief Technical 
     Mark C. Hahn                              Officer,  and Secretary
                                                      



/s/     Carl E. Berg                           Director
        Carl E. Berg



/s/     N. William Jasper, Jr.                 Director
        N. William Jasper, Jr.



<PAGE>











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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       On

                                    Form S-8

                                      Under

                           The Securities Act of 1933




                                 Videonics, Inc.
               (Exact name of issuer as specified in its charter)



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




<PAGE>


                                 Videonics, Inc.




                                                                    Sequential
Exhibit Number   Description                                        Page Number

4.3              Videonics,  Inc.  1996  Stock  Option                       12
                 Plan, and related documents

5                Opinion of Wise & Shepard LLP                               20
                                                                               
23               Consent of Coopers & Lybrand L.L.P.,                        22
                 Indendent Accountants




<PAGE>


                                   Exhibit 4.3
[{"type": "S-8", "sequence": "1", "description": "VIDEONICS S-8", "secsgml_size_bytes": 21333}]
{"company-data": {"conformed-name": "VIDEONICS INC", "cik": "0000932113", "assigned-sic": "3861", "irs-number": "770118151", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06665", "film-number": "96584513"}, "business-address": {"street1": "1370 DELL AVE", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4088668300"}, "mail-address": {"street1": "1370 DELL AVE", "city": "CAMPBELL", "state": "CA", "zip": "95008"}}
As filed with the  Securities  and Exchange  Commission  on June 24,
                             1996 Registration No.

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             REGISTRATION STATEMENT
                                       on
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 VIDEONICS, INC.
             [Exact name of Registrant as specified in its charter]

                                   California
                 (State or other jurisdiction of incorporation)
 
                                   77-0118151
                      (I.R.S. Employer Identification No.)

                                1370 Dell Avenue
                           Campbell, California 95008
                    (Address of Principal Executive Offices)

                                 Videonics, Inc.
                             1996 Stock Option Plan
                              (Full title of Plan)

                             Mr. Michael L. D'Addio
                             Chief Executive Officer
                                 Videonics, Inc.
                                1370 Dell Avenue
                           Campbell, California 95008
                                 (408) 866-8300
            (Name, address and telephone number of agent for service)

                          Copies to: Wise & Shepard LLP
                           3030 Hansen Way, Suite 100
                           Palo Alto, California 94304
                                 (415) 856-1200
                     Attention: Jerrold F. Petruzzelli, Esq.

               Approximate date of commencement of proposed sales:
                   From time to time after the effective date
                         of this Registration Statement
==================================================================================================================
                  CALCULATION OF REGISTRATION FEE

- ---------------------------   --------------------------   --------------------------   --------------------------   ---------------
Title of each class of                                            Proposed                    Proposed maximum          Amount of
  securities to be             Amount to be registered      maximum offering price               aggregate             registration
    registered                                                    per share (1)               offering price(1)            fee (1)
- ---------------------------   --------------------------   --------------------------   --------------------------   ---------------
Common Stock,                   $500,000                     $10.3125                    $5,156,250.00              $1,778.00
      no par value
- ---------------------------   --------------------------   --------------------------   --------------------------   ---------------
(1)   Pursuant to Rule 457(h) and Rule 457(c),  the proposed  maximum  offering
       price  per  share  and the  registration  fee are  based on the  reported
       average of the bid and asked prices for Videonics,  Inc.  Common Stock on
       the NASDAQ National Market System on June 20, 1996. Page 1 of 22
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents which have heretofore been filed by Videonics,
Inc.   ("Registrant")   with  the  Securities  and  Exchange   Commission   (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"1934 Act"),  are  incorporated by reference  herein and shall be deemed to be a
part hereof:

     1.  Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
December 31, 1995.
     2.  Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.

     3. The description of Registrant's Common Stock contained in a Registration
Statement  on Form S-1 filed with the  Commission  under the  Securities  Act of
1933,  as amended,  and declared  effective on December 15, 1994,  including any
amendment or report filed for the purpose of updating such description.

         All  documents  subsequently  filed by Registrant  with the  Commission
pursuant to Section  13(a),  13(c),  14 and 15(d) of the 1934 Act,  prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  in this  Registration  Statement  and to be a part  hereof  from  the
respective  dates of filing such documents  (such  documents,  and the documents
enumerated above,  being hereinafter  referred to as "Incorporated  Documents");
provided,  however, that the documents enumerated above or subsequently filed by
the Registrant  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act
in each year during which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Registrant's Annual Report
on Form 10-K  covering  such  year  shall not be  Incorporated  Documents  or be
incorporated  by  reference in this  Registration  Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.

         Any statement contained in an Incorporated  Document shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
          
     Jerrold  F.  Petruzzelli,  a partner  of Wise & Shepard  LLP,  counsel  for
Registrant,  is the sole and beneficial  owner of 40,000 shares of  Registrant's
common  stock.  Such shares were  acquired in open market  purchases  over a six
month period from October 30, 1995 through April 30, 1996.

Item 6.  Indemnification of Directors and Officers.

         Registrant has adopted  provisions in its Amended and Restated Articles
of Incorporation  (the "Articles") that limit the liability of its directors for
monetary  damages  arising  from breach of their  fiduciary  duty as  directors,
except to the extent  otherwise  required by the California  Corporations  Code.
California Corporations Code Section 317(h) provides that, with the exception of
expenses  actually and reasonably  incurred by a director in connection with the
successful defense on the merits of any threatened,  pending or completed action
or proceeding or any claim,  issue or matter  therein and expenses  specifically
authorized  and approved by the court in which any proceeding is or was pending,
Registrant   may  not  indemnify  or  advance  money  for  expenses  where  such
indemnification  or advance is  inconsistent  with a provision  of  Registrant's
Articles or Amended and Restated Bylaws (the "Bylaws"),  a resolution adopted by
its  shareholders  or an  agreement  in effect at the time of the accrual of the
alleged cause of action asserted in the proceeding  which prohibits or otherwise
limits indemnification. Registrant is not aware of any provision in its Articles
or  Bylaws,  in a  shareholder  resolution,  or in any other  agreement  that is
inconsistent  with  Registrant's  ability  to provide  indemnification.  Each of
Registrant's  directors  will  continue to be subject to  liability  for acts or
omissions  that  involve  intentional  misconduct  or  a  knowing  and  culpable
violation of the law, acts or omissions that a director  believes to be contrary
to the best  interests of  Registrant  or its  shareholders  or that involve the
absence of good faith on the part of the director,  any transaction from which a
director  derives an improper  personal  benefit,  acts or omissions that show a
reckless  disregard for the director's duty to Registrant or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary  course of  performing  his duties as a director,  of a risk of serious
injury to Registrant or its  shareholders,  acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to  Registrant  or its  shareholders,  improper  transactions  between  the
director and Registrant,  and improper distributions to shareholders or loans or
guarantees  to directors and officers.  Moreover,  such  limitation of liability
does not  limit the  liability  of  Registrant's  directors  under  the  federal
securities laws and does not affect the availability of equitable remedies, such
as injunctive relief or rescission.

         Registrant's   Bylaws  provide  that  Registrant  shall  indemnify  its
directors  and  officers to the fullest  extent  permitted  by  California  law,
including  circumstances  in which  indemnification  is otherwise  discretionary
under California law.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors or
officers,  such  indemnification  obligations  may be against  public  policy as
expressed in the  Securities Act and may therefore be  unenforceable.  Moreover,
Registrant's  provisions  relating to  limitations of liability of its directors
will  not  limit  the  directors'  exposure  to  monetary  liability  under  the
Securities  Act.  Registrant  does not have an officer  and  director  liability
insurance policy.

         At present,  there is no pending  litigation or proceeding  involving a
director, officer, employee or agent of Registrant where indemnification will be
required or permitted.  Registrant is not aware of any threatened  litigation or
proceeding which may result in a claim for such indemnification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The Exhibits  listed in the  following  Exhibit Index are filed as part
of, or incorporated by reference into, this Registration Statement.

Exhibit Number              Description

     4.1                    Amended and restated  articles of  incorporation  of
                            Videonics, Dated December 19, 1994 (filed as exhibit
                            3.1 to  Registrant's  Annual Report on form 10-k for
                            the fiscal year ended December 31, 1994, file number
                            0-25036,  and incorporated herein by reference)
                                                                                
     4.2                    Amended  and Restated  Bylaws of    Videonics,
                            Inc., as adopted by the  Board of Directors on
                            October 27, 1994 (filed as Exhibit  3.2  to 
                            Registrant's Annual Report on Form 10-K  for
                            the fiscal  year  ended   December 31,  1994,
                            file number  0-25036, and incorporated  herein by
                            reference)
    
    4.3                     Videonics,  Inc. 1996 Stock Option Plan, and related
                            documents.*

                                                                   
    5                       Opinion of Wise & Shepard LLP*

                 
    23                      Consent  of  Coopers & Lybrand  L.L.P.,  Independent
                            Accountants*
                            -----------------------------------
                            * filed herewith
Item 9.  Undertakings.

(1)      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 Securities Act of 1933;

                  (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;

                  (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 (1)(a)(i) and (1)(a)(ii) do not apply if this
Registration  Statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the  Securities  Exchange Act of 1934 that are  incorporated  by reference in
this Registration Statement;

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered 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.

(2)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability under the Securities Act of 1933, each filing of this
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in 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 bonafide offering thereof.

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

__________________
1 This information is not required to be included in, and is not incorporated by
  in reference in, this Registration Statement.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Campbell,  State of California,  on this 21st day of
June, 1996.

                                        VIDEONICS, INC.

      By:              /s/              Michael L. D'Addio  
                                       
                                        Michael L. D'Addio
                                        Chairman of the Board, 
                                        Chief Executive Officer and President
                                                 

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS,  that  each  officer  or  director  of
Videonics,  Inc. whose signature  appears below constitutes and appoints Michael
L. D'Addio and James A. McNeill,  jointly and severally,  his  attorneys-in-fact
and agents, each with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments,  including
post-effective amendments and supplements to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below on June 21, 1996, by the following
persons in the capacities indicated.

Signature                                       Title

/s/  Michael L. D'Addio                        Chairman of the Board,  
     Michael L. D'Addio                        Chief  Executive Officer, 
                                               President and Director
                                                      

/s/  James A. McNeill                           Vice   President of Finance,   
     James A. McNeill                          Chief Financial Officer and 
                                               Assistant  Secretary
                                               
                                         
                                              
    

/s/  Mark C. Hahn                              Director,  Chief Technical 
     Mark C. Hahn                              Officer,  and Secretary
                                                      

/s/     Carl E. Berg                           Director
        Carl E. Berg

/s/     N. William Jasper, Jr.                 Director
        N. William Jasper, Jr.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       On

                                    Form S-8

                                      Under

                           The Securities Act of 1933

                                 Videonics, Inc.
               (Exact name of issuer as specified in its charter)

================================================================================
Videonics, Inc.

                                                                    Sequential
Exhibit Number   Description                                        Page Number

4.3              Videonics,  Inc.  1996  Stock  Option                       12
                 Plan, and related documents

5                Opinion of Wise & Shepard LLP                               20
                                                                               
23               Consent of Coopers & Lybrand L.L.P.,                        22
                 Indendent Accountants
Exhibit 4.3