As filed with the Securities and Exchange Commission on October 7, 1998
                                            Registration No. 333-
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                ADVANCED ENERGY INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)
             DELAWARE                           84-0846841
         (State or other                     (I.R.S. Employer
         jurisdiction of                    Identification No.)
         incorporation or
          organization)
                                                         
   1625 SHARP POINT DRIVE, FORT COLLINS, COLORADO      80525
      (Address of Principal Executive Offices)      (Zip Code)
 
                                
         RF POWER PRODUCTS, INC. 1992 STOCK OPTION PLAN
RF POWER PRODUCTS, INC. 1993 NON-EMPLOYEE DIRECTORS STOCK OPTION
                              PLAN
         RF POWER PRODUCTS, INC. 1995 STOCK OPTION PLAN
                    (Full title of the plans)
                                
                         RICHARD P. BECK
                ADVANCED ENERGY INDUSTRIES, INC.
      1625 SHARP POINT DRIVE, FORT COLLINS, COLORADO  80525
             (Name and address of agent for service)
                         (970) 221-4670
  (Telephone number, including area code, of agent for service)
                                
                         with copies to:
                       CARISSA C. W. COZE
                    THELEN REID & PRIEST LLP
  TWO EMBARCADERO CENTER, 21ST FLOOR, SAN FRANCISCO, CALIFORNIA
                           94111-3995
                                
                      CALCULATION OF REGISTRATION FEE
 Title of securities    Amount to     Proposed      Proposed      Amount of
        to be              be          maximum      maximum      registration
     registered        registered     offering     aggregate         fee
                           (1)          price       offering
                                    per share (2)  price (2)
-----------------------------------------------------------------------------
Common Stock, $0.001   14,027 shares $   0.67      $1,561,740.87   $460.75
par value               6,582 shares     3.42               
                       88,627 shares     8.75                
                          494 shares     8.93                
                          494 shares    10.26
                        3,292 shares    11.03
                        8,229 shares    15.01
                       28,797 shares    17.29
                        4,937 shares    17.65

(1) Pursuant to the  Agreement and Plan of Merger dated as of June
    1, 1998 (the "Merger Agreement"), by and among the registrant,
    Warpspeed, Inc. and RF Power Products, Inc. ("RF Power"),  the
    registrant  will  assume  all of the  outstanding  options  to
    purchase  common stock of RF Power granted under the RF  Power
    Products, Inc. 1992 Stock Option Plan, RF Power Products, Inc.
    1993  Non-Employee Directors Stock Option Plan  and  RF  Power
    Products, Inc. 1995 Stock Option Plan.  Such options  will  be
    converted  into  options  to  purchase  Common  Stock  of  the
    registrant,  with  appropriate adjustments to  the  number  of
    shares  and  exercise price of each assumed option to  reflect
    the  ratio  at  which RF Power common stock will be  converted
    into   Common  Stock  of  the  registrant  under  the   Merger
    Agreement.
(2) Pursuant to Rule  457(h) under the Securities Act of 1933, the
    aggregate  offering price and the registration fee  have  been
    computed  based  on the fixed prices at which the  options  to
    purchase Common Stock of the registrant will be exercisable.

<PAGE>


                             PART 1
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
      This  Registration Statement on Form S-8 is being filed  to
register the Common Stock, $0.001 par value ("Common Stock"),  of
Advanced  Energy  Industries, Inc., a Delaware  corporation  (the
"Company"), issuable pursuant to the Company's assumption of  the
RF  Power  Products,  Inc.  1992  Stock  Option  Plan,  RF  Power
Products, Inc. 1993 Non-Employee Directors Stock Option Plan  and
RF Power Products, Inc. 1995 Stock Option Plan (collectively, the
"Plans"),  and  certain options granted under  the  Plans,  which
Plans and options were assumed by the Company in connection  with
its  acquisition  of  RF  Power  Products,  Inc.   The  documents
containing the information specified in Part I of Form  S-8  will
be  or  have been sent or given to participants in the Plans,  as
specified by Rule 428(b)(1) under the Securities Act of 1933,  as
amended  (the "Securities Act"). Such documents are not submitted
to  the  Securities  and Exchange Commission  (the  "Commission")
herewith  in accordance with the Note to Part I of Form S-8,  but
(together  with  the documents incorporated by  reference  herein
pursuant  to  Item  3  of  Part II,  below)  shall  constitute  a
prospectus  that meets the requirements of Section 10(a)  of  the
Securities Act.

Item 1.   PLAN INFORMATION

     See above.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION

     See above.

                                      I-1
<PAGE>


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

      The  following documents filed with the Commission  by  the
Company  are  incorporated  by  reference  in  this  Registration
Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;

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

      (c)   The description of the Common Stock contained in  the
Company's  registration statement on Form  8-A  filed  under  the
Exchange  Act  on  October 12, 1995, including any  amendment  or
report filed for the purpose of updating such description.

      All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall  be
deemed  to be incorporated by reference herein and to be  a  part
hereof from the date of filing (except that no document shall  be
deemed to be incorporated by reference herein if such document is
filed  after  the  filing  of  a post-effective  amendment  which
indicates that all securities offered hereunder have been sold or
which deregisters securities then remaining unsold).

Item 4.   DESCRIPTION OF SECURITIES

     Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

                                      II-1
<PAGE>


      In  addition, the Company's Bylaws provide that the Company
shall  indemnify its Executive Officers (as defined in Rule  3b-7
promulgated  under  the  Exchange Act)  and  directors,  and  any
employee  who serves as an Executive Officer or director  of  any
corporation  at  the  Company's request, to  the  fullest  extent
permitted  under  and  in  accordance with  the  DGCL;  provided,
however,  that  the  Company  may  modify  the  extent  of   such
indemnification  by  individual  contracts  with  its   Executive
Officers  and directors; and, provided further, that the  Company
shall  not  be  required to indemnify any  Executive  Officer  or
director  in  connection with any proceeding  (or  part  thereof)
initiated  by  such  person unless:  (i) such indemnification  is
expressly  required  to be made by law; (ii) the  proceeding  was
authorized   by  the  directors  of  the  Company;   (iii)   such
indemnification  is  provided  by  the  Company,  in   its   sole
discretion,  pursuant to the powers vested in the  Company  under
the  DGCL;  or (iv) such indemnification is required to  be  made
under  Article  XI, Section 43, Subsection (d) of  the  Company's
Bylaws.   Under  the  DGCL, directors and  officers  as  well  as
employees  and  individuals may be indemnified  against  expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement  in  connection  with  specified  actions,  suits   or
proceedings,   whether   civil,   criminal,   administrative   or
investigative  (other than an action by or in the  right  of  the
corporation as a derivative action) if they acted in  good  faith
and  in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.

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

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable

Item 8.   EXHIBITS

  Number       Exhibit
       4       INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
                   HOLDERS, INCLUDING INDENTURES
     4.1         Company's Restated Certificate of Incorporation *
     4.2         Company's Bylaws *
     4.3         RF Power Products, Inc. 1992 Stock Option Plan
     4.4         RF Power Products, Inc. 1993 Non-Employee
                     Directors Stock Option Plan
     4.5         RF Power Products, Inc. 1995 Stock Option Plan
       5       OPINION OF COUNSEL
      23       CONSENTS OF EXPERTS AND COUNSEL
    23.1         Consent of Independent Accountants
    23.2         Consent of Counsel (included in Exhibit 5)
      24       POWERS OF ATTORNEY (included on the Signature
                   Pages to this Registration Statement)

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

                                      II-2
<PAGE>


Item 9.        UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

           (1)   To  file, during any period in which  offers  or
sales  are  being  made,  a  post-effective  amendment  to   this
registration statement:

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

               (iii)     To include any material information with
          respect  to  the  plan of distribution  not  previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement;
          
provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) above
do 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
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.

           (3)   To remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

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

      (h)   Insofar  as  indemnification for liabilities  arising
under  the  Securities Act 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 Act and is, therefore, unenforceable.   In  the

                                      II-3
<PAGE>


event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                                      II-4
<PAGE>


                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe  that  it  meets all of the requirements  for  filing  on
Form  S-8 and has duly caused this registration statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized,  in the City of Fort Collins, State of  Colorado,  on
October 6, 1998.

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

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

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the date indicated.



                             /s/ Douglas S. Schatz
Date: October 6, 1998      Douglas S. Schatz
                           President and Chief Executive Officer and Director
                           (Principal Executive Officer)



                             /s/ Richard P. Beck
Date: October 6, 1998      Richard P. Beck
                           Senior Vice President and 
                           Chief Financial Officer and Director
                           (Principal Financial and Accounting Officer)

                                      II-5
<PAGE>




Date:                      G. Brent Backman
                           Director



                             /s/ Hollis Caswell
Date: October 6, 1998      Hollis Caswell
                           Director



                             
Date:                      Elwood Spedden
                           Director



                             /s/ Arthur A. Noeth
Date: October 6, 1998      Arthur A. Noeth
                           Director

                                      II-6
<PAGE>

                               EXHIBIT INDEX

  Number       Exhibit
       4       INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
                   HOLDERS, INCLUDING INDENTURES
     4.1         Company's Restated Certificate of Incorporation *
     4.2         Company's Bylaws *
     4.3         RF Power Products, Inc. 1992 Stock Option Plan
     4.4         RF Power Products, Inc. 1993 Non-Employee
                     Directors Stock Option Plan
     4.5         RF Power Products, Inc. 1995 Stock Option Plan
       5       OPINION OF COUNSEL
      23       CONSENTS OF EXPERTS AND COUNSEL
    23.1         Consent of Independent Accountants
    23.2         Consent of Counsel (included in Exhibit 5)
      24       POWERS OF ATTORNEY (included on the Signature
                   Pages to this Registration Statement)

*    Incorporated by reference to the Company's  Registration  Statement on Form
     S-1 (File No. 33-97188) filed September 20, 1995, as amended.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT FOR OPTION PLANS", "secsgml_size_bytes": 20860}]
{"company-data": {"conformed-name": "ADVANCED ENERGY INDUSTRIES INC", "cik": "0000927003", "assigned-sic": "3679", "irs-number": "840846841", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65413", "film-number": "98722171"}, "business-address": {"street1": "1625 SHARP POINT DR", "city": "FT COLLINS", "state": "CO", "zip": "80525", "phone": "9702214670"}, "mail-address": {"street1": "SHARP POINT DRIVE", "city": "FORT COLLINS", "state": "CO", "zip": "80525"}}
As filed with the Securities and Exchange Commission on October 7, 1998
                                            Registration No. 333-
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                ADVANCED ENERGY INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)
             DELAWARE                           84-0846841
         (State or other                     (I.R.S. Employer
         jurisdiction of                    Identification No.)
         incorporation or
          organization)
                                                         
   1625 SHARP POINT DRIVE, FORT COLLINS, COLORADO      80525
      (Address of Principal Executive Offices)      (Zip Code)
 
                                
         RF POWER PRODUCTS, INC. 1992 STOCK OPTION PLAN
RF POWER PRODUCTS, INC. 1993 NON-EMPLOYEE DIRECTORS STOCK OPTION
                              PLAN
         RF POWER PRODUCTS, INC. 1995 STOCK OPTION PLAN
                    (Full title of the plans)
                                
                         RICHARD P. BECK
                ADVANCED ENERGY INDUSTRIES, INC.
      1625 SHARP POINT DRIVE, FORT COLLINS, COLORADO  80525
             (Name and address of agent for service)
                         (970) 221-4670
  (Telephone number, including area code, of agent for service)
                                
                         with copies to:
                       CARISSA C. W. COZE
                    THELEN REID & PRIEST LLP
  TWO EMBARCADERO CENTER, 21ST FLOOR, SAN FRANCISCO, CALIFORNIA
                           94111-3995
                                
                      CALCULATION OF REGISTRATION FEE
 Title of securities    Amount to     Proposed      Proposed      Amount of
        to be              be          maximum      maximum      registration
     registered        registered     offering     aggregate         fee
                           (1)          price       offering
                                    per share (2)  price (2)
-----------------------------------------------------------------------------
Common Stock, $0.001   14,027 shares $   0.67      $1,561,740.87   $460.75
par value               6,582 shares     3.42               
                       88,627 shares     8.75                
                          494 shares     8.93                
                          494 shares    10.26
                        3,292 shares    11.03
                        8,229 shares    15.01
                       28,797 shares    17.29
                        4,937 shares    17.65

(1) Pursuant to the  Agreement and Plan of Merger dated as of June
    1, 1998 (the "Merger Agreement"), by and among the registrant,
    Warpspeed, Inc. and RF Power Products, Inc. ("RF Power"),  the
    registrant  will  assume  all of the  outstanding  options  to
    purchase  common stock of RF Power granted under the RF  Power
    Products, Inc. 1992 Stock Option Plan, RF Power Products, Inc.
    1993  Non-Employee Directors Stock Option Plan  and  RF  Power
    Products, Inc. 1995 Stock Option Plan.  Such options  will  be
    converted  into  options  to  purchase  Common  Stock  of  the
    registrant,  with  appropriate adjustments to  the  number  of
    shares  and  exercise price of each assumed option to  reflect
    the  ratio  at  which RF Power common stock will be  converted
    into   Common  Stock  of  the  registrant  under  the   Merger
    Agreement.
(2) Pursuant to Rule  457(h) under the Securities Act of 1933, the
    aggregate  offering price and the registration fee  have  been
    computed  based  on the fixed prices at which the  options  to
    purchase Common Stock of the registrant will be exercisable.
PART 1
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
      This  Registration Statement on Form S-8 is being filed  to
register the Common Stock, $0.001 par value ("Common Stock"),  of
Advanced  Energy  Industries, Inc., a Delaware  corporation  (the
"Company"), issuable pursuant to the Company's assumption of  the
RF  Power  Products,  Inc.  1992  Stock  Option  Plan,  RF  Power
Products, Inc. 1993 Non-Employee Directors Stock Option Plan  and
RF Power Products, Inc. 1995 Stock Option Plan (collectively, the
"Plans"),  and  certain options granted under  the  Plans,  which
Plans and options were assumed by the Company in connection  with
its  acquisition  of  RF  Power  Products,  Inc.   The  documents
containing the information specified in Part I of Form  S-8  will
be  or  have been sent or given to participants in the Plans,  as
specified by Rule 428(b)(1) under the Securities Act of 1933,  as
amended  (the "Securities Act"). Such documents are not submitted
to  the  Securities  and Exchange Commission  (the  "Commission")
herewith  in accordance with the Note to Part I of Form S-8,  but
(together  with  the documents incorporated by  reference  herein
pursuant  to  Item  3  of  Part II,  below)  shall  constitute  a
prospectus  that meets the requirements of Section 10(a)  of  the
Securities Act.

Item 1.   PLAN INFORMATION

     See above.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION

     See above.

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

      The  following documents filed with the Commission  by  the
Company  are  incorporated  by  reference  in  this  Registration
Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;

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

      (c)   The description of the Common Stock contained in  the
Company's  registration statement on Form  8-A  filed  under  the
Exchange  Act  on  October 12, 1995, including any  amendment  or
report filed for the purpose of updating such description.

      All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall  be
deemed  to be incorporated by reference herein and to be  a  part
hereof from the date of filing (except that no document shall  be
deemed to be incorporated by reference herein if such document is
filed  after  the  filing  of  a post-effective  amendment  which
indicates that all securities offered hereunder have been sold or
which deregisters securities then remaining unsold).

Item 4.   DESCRIPTION OF SECURITIES

     Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

                                      II-1
In  addition, the Company's Bylaws provide that the Company
shall  indemnify its Executive Officers (as defined in Rule  3b-7
promulgated  under  the  Exchange Act)  and  directors,  and  any
employee  who serves as an Executive Officer or director  of  any
corporation  at  the  Company's request, to  the  fullest  extent
permitted  under  and  in  accordance with  the  DGCL;  provided,
however,  that  the  Company  may  modify  the  extent  of   such
indemnification  by  individual  contracts  with  its   Executive
Officers  and directors; and, provided further, that the  Company
shall  not  be  required to indemnify any  Executive  Officer  or
director  in  connection with any proceeding  (or  part  thereof)
initiated  by  such  person unless:  (i) such indemnification  is
expressly  required  to be made by law; (ii) the  proceeding  was
authorized   by  the  directors  of  the  Company;   (iii)   such
indemnification  is  provided  by  the  Company,  in   its   sole
discretion,  pursuant to the powers vested in the  Company  under
the  DGCL;  or (iv) such indemnification is required to  be  made
under  Article  XI, Section 43, Subsection (d) of  the  Company's
Bylaws.   Under  the  DGCL, directors and  officers  as  well  as
employees  and  individuals may be indemnified  against  expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement  in  connection  with  specified  actions,  suits   or
proceedings,   whether   civil,   criminal,   administrative   or
investigative  (other than an action by or in the  right  of  the
corporation as a derivative action) if they acted in  good  faith
and  in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.

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

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable

Item 8.   EXHIBITS

  Number       Exhibit
       4       INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
                   HOLDERS, INCLUDING INDENTURES
     4.1         Company's Restated Certificate of Incorporation *
     4.2         Company's Bylaws *
     4.3         RF Power Products, Inc. 1992 Stock Option Plan
     4.4         RF Power Products, Inc. 1993 Non-Employee
                     Directors Stock Option Plan
     4.5         RF Power Products, Inc. 1995 Stock Option Plan
       5       OPINION OF COUNSEL
      23       CONSENTS OF EXPERTS AND COUNSEL
    23.1         Consent of Independent Accountants
    23.2         Consent of Counsel (included in Exhibit 5)
      24       POWERS OF ATTORNEY (included on the Signature
                   Pages to this Registration Statement)

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

                                      II-2
Item 9.        UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

           (1)   To  file, during any period in which  offers  or
sales  are  being  made,  a  post-effective  amendment  to   this
registration statement:

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

               (iii)     To include any material information with
          respect  to  the  plan of distribution  not  previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement;
          
provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) above
do 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
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.

           (3)   To remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

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

      (h)   Insofar  as  indemnification for liabilities  arising
under  the  Securities Act 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 Act and is, therefore, unenforceable.   In  the

                                      II-3
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                                      II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe  that  it  meets all of the requirements  for  filing  on
Form  S-8 and has duly caused this registration statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized,  in the City of Fort Collins, State of  Colorado,  on
October 6, 1998.

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

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

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the date indicated.

                             /s/ Douglas S. Schatz
Date: October 6, 1998      Douglas S. Schatz
                           President and Chief Executive Officer and Director
                           (Principal Executive Officer)

                             /s/ Richard P. Beck
Date: October 6, 1998      Richard P. Beck
                           Senior Vice President and 
                           Chief Financial Officer and Director
                           (Principal Financial and Accounting Officer)

                                      II-5
Date:                      G. Brent Backman
                           Director

                             /s/ Hollis Caswell
Date: October 6, 1998      Hollis Caswell
                           Director

                             
Date:                      Elwood Spedden
                           Director

                             /s/ Arthur A. Noeth
Date: October 6, 1998      Arthur A. Noeth
                           Director

                                      II-6
EXHIBIT INDEX

  Number       Exhibit
       4       INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
                   HOLDERS, INCLUDING INDENTURES
     4.1         Company's Restated Certificate of Incorporation *
     4.2         Company's Bylaws *
     4.3         RF Power Products, Inc. 1992 Stock Option Plan
     4.4         RF Power Products, Inc. 1993 Non-Employee
                     Directors Stock Option Plan
     4.5         RF Power Products, Inc. 1995 Stock Option Plan
       5       OPINION OF COUNSEL
      23       CONSENTS OF EXPERTS AND COUNSEL
    23.1         Consent of Independent Accountants
    23.2         Consent of Counsel (included in Exhibit 5)
      24       POWERS OF ATTORNEY (included on the Signature
                   Pages to this Registration Statement)

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