As filed with the Securities and Exchange Commission on January 19, 2005
                                                           Registration No. 333-
================================================================================

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

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

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

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

                             ADEPT TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)

           California                                   94-2900635
  (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                                3011 Triad Drive
                               Livermore, CA 94551
               (Address of Principal Executive Offices) (Zip Code)

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

                       2003 Stock Option Plan, as Amended
                            (Full title of the Plan)

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

                                Robert Strickland
               Vice President, Finance and Chief Financial Officer
                             Adept Technology, Inc.
                      3011 Triad Drive, Livermore, CA 94551
                     (Name and Address of Agent for Service)
                                 (925) 245-3400
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                             Lisa A. Fontenot, Esq.
                           Gibson, Dunn & Crutcher LLP
                        One Montgomery Street, 31st Floor
                         San Francisco, California 94104
                                 (415) 393-8200
<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
======================= ======================== ======================== ======================== ===================
                                                      Proposed Maximum        Proposed Maximum         Amount of
   Title of Securities       Amount to be            Offering Price per      Aggregate Offering       Registration
    to be Registered        Registered (1)              Share (2)                Price (2)               Fee(3)
    ----------------        --------------              ---------                ---------               ------
<S>                        <C>                            <C>                  <C>                      <C>
Common  Stock,  no par     2,000,000 shares               $1.34                $2,680,000.00            $339.56
value

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

<FN>
(1)  Pursuant to Rule 416(a) of the  Securities Act of 1933,  covers  additional
     securities that may be offered as a result of stock splits, stock dividends
     or similar transactions.

(2)  Estimated solely for the purpose of determining the registration fee.

(3)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended,  based upon the average of the high and
     low prices of the Common  Stock on the Over The Counter  Bulletin  Board on
     January  13,  2005  which was $1.34,  determined  in  accordance  with rule
     457(c).
</FN>
</TABLE>
================================================================================
<PAGE>
                                     PART I

              Information Required in the Section 10(a) Prospectus

     Pursuant to the  instructions to Form S-8, Part I (Information  Required in
the  Section  10(a)  Prospectus)  is not  filed  as part  of  this  Registration
Statement.

                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the  following  documents  previously  filed with the  Securities  and
Exchange Commission (the "Commission"):

                  (a)      The  Registrant's  Annual Report on Form 10-K for the
                           fiscal  year ended June 30,  2004,  as filed with the
                           Commission  on  September  27,  2004,  including  all
                           material incorporated by reference therein;

                  (b)      The  Registrant's  Quarterly  Report on Form 10-Q for
                           the quarter  ended October 2, 2004, as filed with the
                           Commission on November 16, 2004;

                  (c)      The  Registrant's  Current  Reports on Form 8-K filed
                           with the Commission on August 16, 2004, September 24,
                           2004, October 25, 2004, and November 9, 2004;

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

                  (e)      The  description of the Common Stock contained in the
                           Registration  Statement  on Form 8-A  filed  with the
                           Commission  on October 31,  1995  pursuant to Section
                           12(g) of the Exchange Act, including any amendment or
                           report  filed  for  the  purpose  of  updating   such
                           description.

     All documents  filed pursuant to Section 13(a),  13(c),  14 or 15(d) of the
Exchange  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,  provided,
however,  that the Registrant is not  incorporating  any  information  furnished
under either Item 2.02 or Item 7.01 of any Current Report on Form 8-K.

     Any document,  and any statement  contained in a document,  incorporated or
deemed to be incorporated by reference  herein 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 document that
also is incorporated or deemed to be incorporated by reference herein,  modifies
or  supersedes  such  document or  statement.  Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration  Statement.  Subject to the foregoing,
all  information  appearing in this  Registration  Statement is qualified in its
entirety  by  the  information  appearing  in  the  documents   incorporated  by
reference.

Item 4.  Description of Securities

         Not Applicable.


                                      II-1
<PAGE>
Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

     As permitted by Section 204(a) of the California  General  Corporation Law,
the  Registrant's  Articles of  Incorporation  eliminate a  director's  personal
liability for monetary  damages to the Registrant and its  shareholders  arising
from a breach or alleged breach of the  director's  fiduciary  duty,  except for
liability  arising  under  Sections  310  and  316  of  the  California  General
Corporation Law or liability for (i) acts or omissions that involve  intentional
misconduct or knowing and culpable violation of law, (ii) acts or omissions that
a director  believes to be contrary to the best  interests of the  Registrant or
its  shareholders  or that  involve the absence of good faith on the part of the
director,  (iii) any  transaction  from  which a director  derived  an  improper
personal benefit,  (iv) acts or omissions that show a reckless disregard for the
director's duty to the Registrant or its  shareholders in circumstances in which
the director  was aware,  or should have been aware,  in the ordinary  course of
performing a director's duties, of a risk of serious injury to the Registrant or
its shareholders and (v) acts or omissions that constitute an unexcused  pattern
of  inattention  that amounts to an  abdication  of the  director's  duty to the
Registrant or its shareholders. This provision does not eliminate the directors'
duty of care, and in  appropriate  circumstances  equitable  remedies such as an
injunction or other forms of  non-monetary  relief would remain  available under
California law.

     Sections 204(a) and 317 of the California General Corporation Law authorize
a corporation to indemnify its directors,  officers,  employees and other agents
in terms sufficiently broad to permit indemnification  (including  reimbursement
for expenses)  under certain  circumstances  for  liabilities  arising under the
Securities  Act of 1933, as amended (the  "Securities  Act").  The  Registrant's
Articles of Incorporation and Bylaws contain provisions covering indemnification
of corporate  directors,  officers and other agents against certain  liabilities
and  expenses  arising by reason of the fact that such person is or was an agent
of the Registrant,  including expenses incurred as a result of proceedings under
the  Securities  Act or the  Exchange  Act.  The  Registrant  has  entered  into
indemnification  agreements  with its  directors  and  executive  officers.  The
indemnification  provisions in the Articles of Incorporation and Bylaws, and the
indemnity  agreements  entered into between the  Registrant  and its officers or
directors,   may  be  sufficiently  broad  to  permit   indemnification  of  the
Registrant's  officers and directors for liability  arising under the Securities
Act.

     At  present,  there is no pending  litigation  or  proceeding  involving  a
director,   officer,  employee  or  other  agent  of  the  Registrant  in  which
indemnification  is being sought,  nor is the Registrant aware of any threatened
litigation  that may  result in a claim  for  indemnification  by any  director,
officer, employee or other agent of the Registrant.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

Exhibit Number             Exhibit

4.1            Instruments Defining Rights of Stockholders. Reference is made to
               the  Registrant's  Registration  Statement on Form 8-A filed with
               the  Commission  on October 31, 1995  incorporated  by  reference
               pursuant to Item 3(e).

5.1            Legal Opinion of Gibson, Dunn & Crutcher LLP.

10.1           2003 Stock Option Plan, as Amended.

10.2           Form of Option  Agreement  for Employee  Incentive  Stock Options
               under 2003 Stock Option Plan.


                                      II-2
<PAGE>
10.3           Form of Option Agreement for Employee  Nonqualified Stock Options
               under 2003 Stock Option Plan.

23.1           Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.1).

23.2           Consent of Independent Registered Public Accounting Firm.

24.1           Power  of  Attorney  (included  on the  signature  pages  to this
               Registration Statement on Form S-8).

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  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 and 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 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective  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 Commission by the Registrant  pursuant to Section
13 or Section 15(d) of the Exchange Act, that are incorporated by reference into
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 upon the termination of the offering under the Plan.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into 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
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnity provisions incorporated by reference in
Item 6, or otherwise, the Registrant has been advised that in the opinion of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


                                      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 Livermore, State of California, on this 19th day
of January, 2005.

                    ADEPT TECHNOLOGY, INC.

                    By:       /s/ Robert Strickland
                       --------------------------------
                             Robert Strickland
                             Vice President, Finance and Chief Financial Officer


                                      II-4
<PAGE>

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That each such person whose  signature  appears below  constitutes  and
appoints,  jointly and severally,  Robert H. Bucher and Robert  Strickland,  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,   including   pre-effective  and   post-effective
amendments,  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 that all said attorneys and agents, or
either 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>
<CAPTION>

Name and Signature                              Title                                    Date

<S>                                    <C>                                      <C>
/s/ Robert H. Bucher                   Chairman of the Board and Chief          January 19, 2005
---------------------------
Robert H. Bucher                       Executive Officer (Principal Executive
                                       Officer)

/s/ Robert Strickland                  Vice President, Finance and Chief        January 19, 2005
---------------------------
Robert Strickland                      Financial Officer (Principal Financial
                                       Officer and Principal Accounting Officer)

/s/ Ronald E.F. Codd                   Director                                 January 19, 2005
---------------------------
Ronald E.F. Codd

/s/ Michael P. Kelly                   Director                                 January 19, 2005
---------------------------
Michael P. Kelly

/s/ Cary R. Mock__                     Director                                 January 19, 2005
------------------
Cary R. Mock

/s/ Robert J. Majteles                 Director                                 January 19, 2005
---------------------------
Robert J. Majteles
</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number             Exhibit

4.1      Instruments  Defining Rights of Stockholders.  Reference is made to the
         Registrant's   Registration  Statement  on  Form  8-A  filed  with  the
         Commission on October 31, 1995  incorporated  by reference  pursuant to
         Item 3(e).

5.1      Legal Opinion of Gibson, Dunn & Crutcher LLP.

10.1     2003 Stock Option Plan, as Amended.

10.2     Form of Option  Agreement  for Employee  Incentive  Stock Options under
         2003 Stock Option Plan.

10.3     Form of Option Agreement for Employee  Nonqualified Stock Options under
         2003 Stock Option Plan.

23.1     Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.1).

23.2     Consent of Independent Registered Public Accounting Firm.

24.1     Power of Attorney (included on the signature pages to this Registration
         Statement on Form S-8).


                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "p19075_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21018}]
{"company-data": {"conformed-name": "ADEPT TECHNOLOGY INC", "cik": "0000865415", "assigned-sic": "3559", "irs-number": "942900635", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122148", "film-number": "05536790"}, "business-address": {"street1": "3011 TRIAD DRIVE", "city": "LIVERMORE", "state": "CA", "zip": "94551", "phone": "9252453400"}}
As filed with the Securities and Exchange Commission on January 19, 2005
                                                           Registration No. 333-
================================================================================

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

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

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

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

                             ADEPT TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)

           California                                   94-2900635
  (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                                3011 Triad Drive
                               Livermore, CA 94551
               (Address of Principal Executive Offices) (Zip Code)

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

                       2003 Stock Option Plan, as Amended
                            (Full title of the Plan)

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

                                Robert Strickland
               Vice President, Finance and Chief Financial Officer
                             Adept Technology, Inc.
                      3011 Triad Drive, Livermore, CA 94551
                     (Name and Address of Agent for Service)
                                 (925) 245-3400
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                             Lisa A. Fontenot, Esq.
                           Gibson, Dunn & Crutcher LLP
                        One Montgomery Street, 31st Floor
                         San Francisco, California 94104
                                 (415) 393-8200
CALCULATION OF REGISTRATION FEE
======================= ======================== ======================== ======================== ===================
                                                      Proposed Maximum        Proposed Maximum         Amount of
   Title of Securities       Amount to be            Offering Price per      Aggregate Offering       Registration
    to be Registered        Registered (1)              Share (2)                Price (2)               Fee(3)
    ----------------        --------------              ---------                ---------               ------
Common  Stock,  no par     2,000,000 shares               $1.34                $2,680,000.00            $339.56
value

======================================================================================================================
(1)  Pursuant to Rule 416(a) of the  Securities Act of 1933,  covers  additional
     securities that may be offered as a result of stock splits, stock dividends
     or similar transactions.

(2)  Estimated solely for the purpose of determining the registration fee.

(3)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended,  based upon the average of the high and
     low prices of the Common  Stock on the Over The Counter  Bulletin  Board on
     January  13,  2005  which was $1.34,  determined  in  accordance  with rule
     457(c).
================================================================================
PART I

              Information Required in the Section 10(a) Prospectus

     Pursuant to the  instructions to Form S-8, Part I (Information  Required in
the  Section  10(a)  Prospectus)  is not  filed  as part  of  this  Registration
Statement.

                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the  following  documents  previously  filed with the  Securities  and
Exchange Commission (the "Commission"):

                  (a)      The  Registrant's  Annual Report on Form 10-K for the
                           fiscal  year ended June 30,  2004,  as filed with the
                           Commission  on  September  27,  2004,  including  all
                           material incorporated by reference therein;

                  (b)      The  Registrant's  Quarterly  Report on Form 10-Q for
                           the quarter  ended October 2, 2004, as filed with the
                           Commission on November 16, 2004;

                  (c)      The  Registrant's  Current  Reports on Form 8-K filed
                           with the Commission on August 16, 2004, September 24,
                           2004, October 25, 2004, and November 9, 2004;

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

                  (e)      The  description of the Common Stock contained in the
                           Registration  Statement  on Form 8-A  filed  with the
                           Commission  on October 31,  1995  pursuant to Section
                           12(g) of the Exchange Act, including any amendment or
                           report  filed  for  the  purpose  of  updating   such
                           description.

     All documents  filed pursuant to Section 13(a),  13(c),  14 or 15(d) of the
Exchange  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,  provided,
however,  that the Registrant is not  incorporating  any  information  furnished
under either Item 2.02 or Item 7.01 of any Current Report on Form 8-K.

     Any document,  and any statement  contained in a document,  incorporated or
deemed to be incorporated by reference  herein 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 document that
also is incorporated or deemed to be incorporated by reference herein,  modifies
or  supersedes  such  document or  statement.  Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration  Statement.  Subject to the foregoing,
all  information  appearing in this  Registration  Statement is qualified in its
entirety  by  the  information  appearing  in  the  documents   incorporated  by
reference.

Item 4.  Description of Securities

         Not Applicable.

                                      II-1
Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

     As permitted by Section 204(a) of the California  General  Corporation Law,
the  Registrant's  Articles of  Incorporation  eliminate a  director's  personal
liability for monetary  damages to the Registrant and its  shareholders  arising
from a breach or alleged breach of the  director's  fiduciary  duty,  except for
liability  arising  under  Sections  310  and  316  of  the  California  General
Corporation Law or liability for (i) acts or omissions that involve  intentional
misconduct or knowing and culpable violation of law, (ii) acts or omissions that
a director  believes to be contrary to the best  interests of the  Registrant or
its  shareholders  or that  involve the absence of good faith on the part of the
director,  (iii) any  transaction  from  which a director  derived  an  improper
personal benefit,  (iv) acts or omissions that show a reckless disregard for the
director's duty to the Registrant or its  shareholders in circumstances in which
the director  was aware,  or should have been aware,  in the ordinary  course of
performing a director's duties, of a risk of serious injury to the Registrant or
its shareholders and (v) acts or omissions that constitute an unexcused  pattern
of  inattention  that amounts to an  abdication  of the  director's  duty to the
Registrant or its shareholders. This provision does not eliminate the directors'
duty of care, and in  appropriate  circumstances  equitable  remedies such as an
injunction or other forms of  non-monetary  relief would remain  available under
California law.

     Sections 204(a) and 317 of the California General Corporation Law authorize
a corporation to indemnify its directors,  officers,  employees and other agents
in terms sufficiently broad to permit indemnification  (including  reimbursement
for expenses)  under certain  circumstances  for  liabilities  arising under the
Securities  Act of 1933, as amended (the  "Securities  Act").  The  Registrant's
Articles of Incorporation and Bylaws contain provisions covering indemnification
of corporate  directors,  officers and other agents against certain  liabilities
and  expenses  arising by reason of the fact that such person is or was an agent
of the Registrant,  including expenses incurred as a result of proceedings under
the  Securities  Act or the  Exchange  Act.  The  Registrant  has  entered  into
indemnification  agreements  with its  directors  and  executive  officers.  The
indemnification  provisions in the Articles of Incorporation and Bylaws, and the
indemnity  agreements  entered into between the  Registrant  and its officers or
directors,   may  be  sufficiently  broad  to  permit   indemnification  of  the
Registrant's  officers and directors for liability  arising under the Securities
Act.

     At  present,  there is no pending  litigation  or  proceeding  involving  a
director,   officer,  employee  or  other  agent  of  the  Registrant  in  which
indemnification  is being sought,  nor is the Registrant aware of any threatened
litigation  that may  result in a claim  for  indemnification  by any  director,
officer, employee or other agent of the Registrant.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

Exhibit Number             Exhibit

4.1            Instruments Defining Rights of Stockholders. Reference is made to
               the  Registrant's  Registration  Statement on Form 8-A filed with
               the  Commission  on October 31, 1995  incorporated  by  reference
               pursuant to Item 3(e).

5.1            Legal Opinion of Gibson, Dunn & Crutcher LLP.

10.1           2003 Stock Option Plan, as Amended.

10.2           Form of Option  Agreement  for Employee  Incentive  Stock Options
               under 2003 Stock Option Plan.

                                      II-2
10.3           Form of Option Agreement for Employee  Nonqualified Stock Options
               under 2003 Stock Option Plan.

23.1           Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.1).

23.2           Consent of Independent Registered Public Accounting Firm.

24.1           Power  of  Attorney  (included  on the  signature  pages  to this
               Registration Statement on Form S-8).

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  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 and 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 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective  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 Commission by the Registrant  pursuant to Section
13 or Section 15(d) of the Exchange Act, that are incorporated by reference into
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 upon the termination of the offering under the Plan.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into 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
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnity provisions incorporated by reference in
Item 6, or otherwise, the Registrant has been advised that in the opinion of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      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 Livermore, State of California, on this 19th day
of January, 2005.

                    ADEPT TECHNOLOGY, INC.

                    By:       /s/ Robert Strickland
                       --------------------------------
                             Robert Strickland
                             Vice President, Finance and Chief Financial Officer

                                      II-4
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That each such person whose  signature  appears below  constitutes  and
appoints,  jointly and severally,  Robert H. Bucher and Robert  Strickland,  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,   including   pre-effective  and   post-effective
amendments,  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 that all said attorneys and agents, or
either 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.
Name and Signature                              Title                                    Date
/s/ Robert H. Bucher                   Chairman of the Board and Chief          January 19, 2005
---------------------------
Robert H. Bucher                       Executive Officer (Principal Executive
                                       Officer)

/s/ Robert Strickland                  Vice President, Finance and Chief        January 19, 2005
---------------------------
Robert Strickland                      Financial Officer (Principal Financial
                                       Officer and Principal Accounting Officer)

/s/ Ronald E.F. Codd                   Director                                 January 19, 2005
---------------------------
Ronald E.F. Codd

/s/ Michael P. Kelly                   Director                                 January 19, 2005
---------------------------
Michael P. Kelly

/s/ Cary R. Mock__                     Director                                 January 19, 2005
------------------
Cary R. Mock

/s/ Robert J. Majteles                 Director                                 January 19, 2005
---------------------------
Robert J. Majteles
II-5
EXHIBIT INDEX

Exhibit Number             Exhibit

4.1      Instruments  Defining Rights of Stockholders.  Reference is made to the
         Registrant's   Registration  Statement  on  Form  8-A  filed  with  the
         Commission on October 31, 1995  incorporated  by reference  pursuant to
         Item 3(e).

5.1      Legal Opinion of Gibson, Dunn & Crutcher LLP.

10.1     2003 Stock Option Plan, as Amended.

10.2     Form of Option  Agreement  for Employee  Incentive  Stock Options under
         2003 Stock Option Plan.

10.3     Form of Option Agreement for Employee  Nonqualified Stock Options under
         2003 Stock Option Plan.

23.1     Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.1).

23.2     Consent of Independent Registered Public Accounting Firm.

24.1     Power of Attorney (included on the signature pages to this Registration
         Statement on Form S-8).

                                      II-6