As filed with the Securities and Exchange Commission on October 11, 2001
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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
    of Incorporation or Organization)                   Identification Number)

                              150 ROSE ORCHARD WAY
                               SAN JOSE, CA 95134
               (Address of Principal Executive Offices) (Zip Code)


                             2001 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                MICHAEL W. OVERBY
               VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
                             ADEPT TECHNOLOGY, INC.
                              150 ROSE ORCHARD WAY
                               SAN JOSE, CA 95134
                     (Name and Address of Agent for Service)

                                 (408) 432-0888
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                              LAWRENCE CALOF, ESQ.
                           Gibson, Dunn & Crutcher LLP
                               1530 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 849-5300

<TABLE>
<CAPTION>
========================================================================================================================
                                              CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                                    PROPOSED
     TITLE OF SECURITIES           AMOUNT TO BE          PROPOSED MAXIMUM            MAXIMUM                 AMOUNT OF
       TO BE REGISTERED           REGISTERED (1)        OFFERING PRICE PER          AGGREGATE              REGISTRATION
                                                             SHARE(2)            OFFERING PRICE (2)           FEE (3)
------------------------------- -------------------- ------------------------- ---------------------- ------------------
<S>                                   <C>                      <C>                   <C>                     <C>
Common Stock, no par value            2,600,000                $4.23                 $10,998,000             $2,750
=============================== ==================== ========================= ====================== ==================
<FN>
(1)   Pursuant to Rule 416(a), also 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  pursuant  to Rule 457(h)  based upon the average of the high and low prices of the Common  Stock on the
      Nasdaq National Market on October 5, 2001 which was $4.23.
      ===================================================================================================================
</FN>
</TABLE>
<PAGE>

                                  INTRODUCTION

         This  Registration  Statement on Form S-8 is filed by Adept Technology,
Inc., a California corporation (the "Registrant" or the "Company"),  relating to
2,600,000  shares of the  Company's  common  stock,  no par value  (the  "Common
Stock"), to be issued under the Company's 2001 Stock Option Plan.

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents,  which  previously  have  been  filed by the
Company with the  Securities and Exchange  Commission  (the  "Commission"),  are
incorporated herein by reference and made a part hereof:

         (i)   The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended June 30, 2001;

         (ii)  The  Company's  Current  Reports  on  Form  8-K  filed  with  the
               Commission on July 27, 2001, August 2, 2001 and October 10, 2001;

         (iii) 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 (i) above; and

         (iv)  The  description  of the Common Stock  contained in the Company's
               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  reports  and other  documents  filed by the  Company  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto,  which indicates that all securities  offered  hereunder have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

         For  purposes  of this  Registration  Statement,  any  document  or any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by reference  shall be deemed to be modified or  superseded to the extent
that a  subsequently  filed document or a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
herein by reference  modifies or supersedes  such document or such  statement in
such  document.  Any  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

                                      II-1

<PAGE>


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 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 incurred as a result of proceedings  involving
such persons in their  capacities as directors,  officers,  employees or agents,
including  proceedings  under  the  Securities  Act or  the  Exchange  Act.  The
Registrant has entered into  indemnification  agreements  with its directors and
executive officers.

         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.

         Unless otherwise  indicated below as being incorporated by reference to
another  filing  of the  Company  with  the  Commission,  each of the  following
exhibits is filed herewith:

Exhibit No.                Description
-----------                -----------

     4.1                   2001 Stock Option Plan.

                                      II-2



<PAGE>
     5.1                   Legal Opinion of Gibson, Dunn & Crutcher LLP.

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

     23.2                  Consent of Independent Auditors.

     24.1                  Power  of  Attorney  (contained  on  signature  pages
                           hereto).

ITEM 9.  UNDERTAKINGS.

         (1)      The undersigned Registrant hereby undertakes:

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

                  (b)      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.

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

         (2) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  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 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.

         (3)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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

                                      II-3
<PAGE>

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-4

<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 San Jose, State of California, on this 10th day
of October, 2001.

                                          ADEPT TECHNOLOGY, INC.

                                          By: /s/ Michael W. Overby
                                             ------------------------
                                          Michael W. Overby
                                          Vice President, Finance and
                                          Chief Financial Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That each such person whose  signature  appears below  constitutes  and
appoints,  jointly and severally,  Brian R. Carlisle and Michael W. Overby,  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.

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

         NAME AND SIGNATURE                              TITLE                                    DATE

<S>                                             <C>                                          <C>
         /s/ Brian R. Carlisle                  Chairman of the Board and Chief              October 10, 2001
         ---------------------------            Executive Officer (Principal Executive
         Brian R. Carlisle                      Officer)

         /s/ Michael W. Overby                  Vice President, Finance and Chief            October 10, 2001
         ---------------------------            Financial Officer (Principal Financial
         Michael W. Overby                      Officer)


                                      II-5

<PAGE>


         /s/ Bruce E. Shimano                   Vice President, Research and                 October 10, 2001
         ---------------------------            Development, Secretary and Director
         Bruce E. Shimano

         /s/ Ronald E.F. Codd                   Director                                     October 10, 2001
         ---------------------------
         Ronald E.F. Codd

         /s/ Michael P. Kelly                   Director                                     October 10, 2001
         ---------------------------
         Michael P. Kelly

         /s/ Cary R. Mock                       Director                                     October 10, 2001
         ------------------
         Cary R. Mock

         /s/ John E. Pomeroy                    Director                                     October 10, 2001
         ---------------------------
         John E. Pomeroy
</TABLE>

                                      II-6


<PAGE>


                                INDEX TO EXHIBITS


Exhibit No.                Description
-----------                -----------

     4.1                   2001 Stock Option Plan.
     5.1                   Legal Opinion of Gibson, Dunn & Crutcher LLP.
     23.1                  Consent of Gibson,  Dunn & Crutcher LLP (contained in
                           Exhibit 5.1).
     23.2                  Consent of Independent Auditors
     24.1                  Power  of  Attorney  (contained  on  signature  pages
                           hereto).
[{"type": "S-8", "sequence": "1", "filename": "p14437_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21118}]
{"company-data": {"conformed-name": "ADEPT TECHNOLOGY INC", "cik": "0000865415", "assigned-sic": "3559", "irs-number": "942900635", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71374", "film-number": "1756570"}, "business-address": {"street1": "150 ROSE ORCHARD WAY", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4084320888"}}
As filed with the Securities and Exchange Commission on October 11, 2001
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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
    of Incorporation or Organization)                   Identification Number)

                              150 ROSE ORCHARD WAY
                               SAN JOSE, CA 95134
               (Address of Principal Executive Offices) (Zip Code)

                             2001 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                MICHAEL W. OVERBY
               VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
                             ADEPT TECHNOLOGY, INC.
                              150 ROSE ORCHARD WAY
                               SAN JOSE, CA 95134
                     (Name and Address of Agent for Service)

                                 (408) 432-0888
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                              LAWRENCE CALOF, ESQ.
                           Gibson, Dunn & Crutcher LLP
                               1530 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 849-5300
========================================================================================================================
                                              CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                                    PROPOSED
     TITLE OF SECURITIES           AMOUNT TO BE          PROPOSED MAXIMUM            MAXIMUM                 AMOUNT OF
       TO BE REGISTERED           REGISTERED (1)        OFFERING PRICE PER          AGGREGATE              REGISTRATION
                                                             SHARE(2)            OFFERING PRICE (2)           FEE (3)
------------------------------- -------------------- ------------------------- ---------------------- ------------------
Common Stock, no par value            2,600,000                $4.23                 $10,998,000             $2,750
=============================== ==================== ========================= ====================== ==================
(1)   Pursuant to Rule 416(a), also 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  pursuant  to Rule 457(h)  based upon the average of the high and low prices of the Common  Stock on the
      Nasdaq National Market on October 5, 2001 which was $4.23.
      ===================================================================================================================
INTRODUCTION

         This  Registration  Statement on Form S-8 is filed by Adept Technology,
Inc., a California corporation (the "Registrant" or the "Company"),  relating to
2,600,000  shares of the  Company's  common  stock,  no par value  (the  "Common
Stock"), to be issued under the Company's 2001 Stock Option Plan.

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents,  which  previously  have  been  filed by the
Company with the  Securities and Exchange  Commission  (the  "Commission"),  are
incorporated herein by reference and made a part hereof:

         (i)   The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended June 30, 2001;

         (ii)  The  Company's  Current  Reports  on  Form  8-K  filed  with  the
               Commission on July 27, 2001, August 2, 2001 and October 10, 2001;

         (iii) 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 (i) above; and

         (iv)  The  description  of the Common Stock  contained in the Company's
               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  reports  and other  documents  filed by the  Company  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto,  which indicates that all securities  offered  hereunder have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

         For  purposes  of this  Registration  Statement,  any  document  or any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by reference  shall be deemed to be modified or  superseded to the extent
that a  subsequently  filed document or a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
herein by reference  modifies or supersedes  such document or such  statement in
such  document.  Any  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

                                      II-1
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 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 incurred as a result of proceedings  involving
such persons in their  capacities as directors,  officers,  employees or agents,
including  proceedings  under  the  Securities  Act or  the  Exchange  Act.  The
Registrant has entered into  indemnification  agreements  with its directors and
executive officers.

         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.

         Unless otherwise  indicated below as being incorporated by reference to
another  filing  of the  Company  with  the  Commission,  each of the  following
exhibits is filed herewith:

Exhibit No.                Description
-----------                -----------

     4.1                   2001 Stock Option Plan.

                                      II-2
5.1                   Legal Opinion of Gibson, Dunn & Crutcher LLP.

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

     23.2                  Consent of Independent Auditors.

     24.1                  Power  of  Attorney  (contained  on  signature  pages
                           hereto).

ITEM 9.  UNDERTAKINGS.

         (1)      The undersigned Registrant hereby undertakes:

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

                  (b)      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.

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

         (2) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  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 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.

         (3)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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

                                      II-3
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-4
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 San Jose, State of California, on this 10th day
of October, 2001.

                                          ADEPT TECHNOLOGY, INC.

                                          By: /s/ Michael W. Overby
                                             ------------------------
                                          Michael W. Overby
                                          Vice President, Finance and
                                          Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That each such person whose  signature  appears below  constitutes  and
appoints,  jointly and severally,  Brian R. Carlisle and Michael W. Overby,  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/ Brian R. Carlisle                  Chairman of the Board and Chief              October 10, 2001
         ---------------------------            Executive Officer (Principal Executive
         Brian R. Carlisle                      Officer)

         /s/ Michael W. Overby                  Vice President, Finance and Chief            October 10, 2001
         ---------------------------            Financial Officer (Principal Financial
         Michael W. Overby                      Officer)

                                      II-5
/s/ Bruce E. Shimano                   Vice President, Research and                 October 10, 2001
         ---------------------------            Development, Secretary and Director
         Bruce E. Shimano

         /s/ Ronald E.F. Codd                   Director                                     October 10, 2001
         ---------------------------
         Ronald E.F. Codd

         /s/ Michael P. Kelly                   Director                                     October 10, 2001
         ---------------------------
         Michael P. Kelly

         /s/ Cary R. Mock                       Director                                     October 10, 2001
         ------------------
         Cary R. Mock

         /s/ John E. Pomeroy                    Director                                     October 10, 2001
         ---------------------------
         John E. Pomeroy
II-6
INDEX TO EXHIBITS

Exhibit No.                Description
-----------                -----------

     4.1                   2001 Stock Option Plan.
     5.1                   Legal Opinion of Gibson, Dunn & Crutcher LLP.
     23.1                  Consent of Gibson,  Dunn & Crutcher LLP (contained in
                           Exhibit 5.1).
     23.2                  Consent of Independent Auditors
     24.1                  Power  of  Attorney  (contained  on  signature  pages
                           hereto).