As filed with the Securities and Exchange Commission on February 2, 2001.

                                                      Registration No. 333-_____
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      ALLIANCE FIBER OPTIC PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                77-0554122
-----------------------------------------     ----------------------------------
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                Identification No.)

         735 N. Pastoria Avenue
         Sunnyvale, California                            94085
-----------------------------------------     ----------------------------------
(Address of Principal Executive Offices)                (Zip Code)

          ALLIANCE FIBER OPTIC PRODUCTS, INC. 2000 STOCK INVENTIVE PLAN
                            (Full title of the plan)

             PETER C. CHANG                                  Copy to:
 President and Chief Executive Officer             GABRIELLA A. LOMBARDI, ESQ.
   Alliance Fiber Optic Product, Inc.                 Pillsbury Winthrop LLP
       735 North Pastoria Avenue                       2550 Hanover Street
      Sunnyvale, California 94085                      Palo Alto, CA 94304
             (408) 736-6900                               (650) 233-4500
-----------------------------------------        -------------------------------
  (Name, address and telephone number,
   including area code, of agent for
                service)

<TABLE>
                                           CALCULATION OF REGISTRATION FEE

<CAPTION>
           Title of                     Amount             Proposed Maximum            Proposed              Amount of
         Securities To                   To Be               Offering Price         Maximum Aggregate        Registration
         Be Registered                Registered(1)            per Share(2)          Offering Price(2)            Fee
--------------------------------- --------------------- ------------------------- ---------------------- ---------------------

<S>                                 <C>                         <C>                  <C>                        <C>
Common Stock, $0.001 par value      1,459,333 shares            $7.0625              $10,306,539.31             $2,577
--------------------------------- --------------------- ------------------------- ---------------------- ---------------------

(1)      Calculated pursuant to General Instruction E to Form S-8.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h)(1), based upon the average of the high and low
         sales prices of the Company's Common Stock on the Nasdaq National
         Market on January 26, 2001.
</TABLE>

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

         The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.


<PAGE>


                          INFORMATION REQUIRED PURSUANT
                      TO GENERAL INSTRUCTION E TO FORM S-8

GENERAL INSTRUCTION E INFORMATION

         This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.

         Registrant's Form S-8 Registration Statement filed with the Securities
and Exchange Commission on November 29, 2000 (File No. 333-50998) is hereby
incorporated by reference.

                                     Part II

INCORPORATION OF DOCUMENTS BY REFERENCE

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

         (1) Registrant's prospectus dated November 20, 2000, filed on November
21, 2000 pursuant to Rule 424(b) of the Securities Act, which contains audited
financial statements for the Registrant's latest fiscal year for which such
statements have been filed;

         (2) Registrant's Current Reports on Form 8-K (File No. 000-31857) filed
on January 19, 2001; and

         (3) The description of the Common Stock contained in Registrant's
Registration Statement on Form 8-A filed October 27, 2000, as amended November
14, 2000 (File No. 000-31857).

         In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 prior to the
filing of a post-effective amendment 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 date of filing of such documents.

                                    EXHIBITS
      Exhibit
      Number       Exhibit
      -------      -------

       5.1         Opinion of Pillsbury Winthrop LLP.

      23.1         Consent of Independent Public Accountants.

      23.2         Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).

      24.1         Power of Attorney (see page 2)


                                     - 1 -
<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 Sunnyvale, State of California, on January 30, 2001.

                                     ALLIANCE FIBER OPTIC PRODUCTS, INC.


                                     By        /S/ PETER C. CHANG
                                       -----------------------------------------
                                                  Peter C. Chang
                                        President and Chief Executive Officer
                                            (Principal Executive Officer)


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter C. Chang and John M. Harland, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, 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 his substitute or substitutes,
may 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 by the following persons in the
capacities and on the date indicated:


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

  /S/ PETER C. CHANG    President and Chief Executive           January 30, 2001
----------------------  Officer (Principal Executive Officer)
     Peter C. Chang     and Chairman


  /S/ JOHN M. HARLAND   Chief Financial Officer (Principal      January 30, 2001
----------------------  Financial Accounting Officer)
     John M. Harland


/S/ R. DAVID DICIOCCIO                  Director                January 30, 2001
----------------------
   R. David Dicioccio


   /S/ GWONG-YIH LEE                    Director                January 30, 2001
----------------------
      Gwong-Yih Lee


  /S/ PETER T. MORRIS                   Director                January 30, 2001
----------------------
     Peter T. Morris


                                        Director
----------------------
      Michael Tung


   /S/ JAMES C. YEH                     Director                January 30, 2001
----------------------
      James C. Yeh


                                     - 2 -
<PAGE>

                                INDEX TO EXHIBITS


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

       5.1         Opinion of Pillsbury Winthrop LLP.

      23.1         Consent of Independent Public Accountants.

      23.2         Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).

      24.1         Power of Attorney (see page 2)


                                     - 3 -
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 9374}]
{"company-data": {"conformed-name": "ALLIANCE FIBER OPTIC PRODUCTS INC", "cik": "0001122342", "assigned-sic": "3674", "irs-number": "770417039", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54874", "film-number": "1523812"}, "business-address": {"street1": "735 NORTH PASTORIA AVE.", "city": "SUNNYVALE", "state": "CA", "zip": "94085", "phone": "408-736-69"}, "mail-address": {"street1": "735 NORTH PASTORIA AVE.", "city": "SUNNYVALE", "state": "CA", "zip": "94085"}, "former-company": {"former-conformed-name": "ALLIANCE FIBER OPTICS PRODUCTS INC", "date-changed": "20000822"}}
As filed with the Securities and Exchange Commission on February 2, 2001.

                                                      Registration No. 333-_____
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      ALLIANCE FIBER OPTIC PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                77-0554122
-----------------------------------------     ----------------------------------
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                Identification No.)

         735 N. Pastoria Avenue
         Sunnyvale, California                            94085
-----------------------------------------     ----------------------------------
(Address of Principal Executive Offices)                (Zip Code)

          ALLIANCE FIBER OPTIC PRODUCTS, INC. 2000 STOCK INVENTIVE PLAN
                            (Full title of the plan)

             PETER C. CHANG                                  Copy to:
 President and Chief Executive Officer             GABRIELLA A. LOMBARDI, ESQ.
   Alliance Fiber Optic Product, Inc.                 Pillsbury Winthrop LLP
       735 North Pastoria Avenue                       2550 Hanover Street
      Sunnyvale, California 94085                      Palo Alto, CA 94304
             (408) 736-6900                               (650) 233-4500
-----------------------------------------        -------------------------------
  (Name, address and telephone number,
   including area code, of agent for
                service)

                                           CALCULATION OF REGISTRATION FEE
Title of                     Amount             Proposed Maximum            Proposed              Amount of
         Securities To                   To Be               Offering Price         Maximum Aggregate        Registration
         Be Registered                Registered(1)            per Share(2)          Offering Price(2)            Fee
--------------------------------- --------------------- ------------------------- ---------------------- ---------------------
Common Stock, $0.001 par value      1,459,333 shares            $7.0625              $10,306,539.31             $2,577
--------------------------------- --------------------- ------------------------- ---------------------- ---------------------

(1)      Calculated pursuant to General Instruction E to Form S-8.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h)(1), based upon the average of the high and low
         sales prices of the Company's Common Stock on the Nasdaq National
         Market on January 26, 2001.
-----------------

         The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
INFORMATION REQUIRED PURSUANT
                      TO GENERAL INSTRUCTION E TO FORM S-8

GENERAL INSTRUCTION E INFORMATION

         This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.

         Registrant's Form S-8 Registration Statement filed with the Securities
and Exchange Commission on November 29, 2000 (File No. 333-50998) is hereby
incorporated by reference.

                                     Part II

INCORPORATION OF DOCUMENTS BY REFERENCE

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

         (1) Registrant's prospectus dated November 20, 2000, filed on November
21, 2000 pursuant to Rule 424(b) of the Securities Act, which contains audited
financial statements for the Registrant's latest fiscal year for which such
statements have been filed;

         (2) Registrant's Current Reports on Form 8-K (File No. 000-31857) filed
on January 19, 2001; and

         (3) The description of the Common Stock contained in Registrant's
Registration Statement on Form 8-A filed October 27, 2000, as amended November
14, 2000 (File No. 000-31857).

         In addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 prior to the
filing of a post-effective amendment 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 date of filing of such documents.

                                    EXHIBITS
      Exhibit
      Number       Exhibit
      -------      -------

       5.1         Opinion of Pillsbury Winthrop LLP.

      23.1         Consent of Independent Public Accountants.

      23.2         Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).

      24.1         Power of Attorney (see page 2)

                                     - 1 -
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 Sunnyvale, State of California, on January 30, 2001.

                                     ALLIANCE FIBER OPTIC PRODUCTS, INC.

                                     By        /S/ PETER C. CHANG
                                       -----------------------------------------
                                                  Peter C. Chang
                                        President and Chief Executive Officer
                                            (Principal Executive Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter C. Chang and John M. Harland, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, 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 his substitute or substitutes,
may 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 by the following persons in the
capacities and on the date indicated:

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

  /S/ PETER C. CHANG    President and Chief Executive           January 30, 2001
----------------------  Officer (Principal Executive Officer)
     Peter C. Chang     and Chairman

  /S/ JOHN M. HARLAND   Chief Financial Officer (Principal      January 30, 2001
----------------------  Financial Accounting Officer)
     John M. Harland

/S/ R. DAVID DICIOCCIO                  Director                January 30, 2001
----------------------
   R. David Dicioccio

   /S/ GWONG-YIH LEE                    Director                January 30, 2001
----------------------
      Gwong-Yih Lee

  /S/ PETER T. MORRIS                   Director                January 30, 2001
----------------------
     Peter T. Morris

                                        Director
----------------------
      Michael Tung

   /S/ JAMES C. YEH                     Director                January 30, 2001
----------------------
      James C. Yeh

                                     - 2 -
INDEX TO EXHIBITS

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

       5.1         Opinion of Pillsbury Winthrop LLP.

      23.1         Consent of Independent Public Accountants.

      23.2         Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).

      24.1         Power of Attorney (see page 2)

                                     - 3 -