As filed with the Securities and Exchange Commission on September 30, 1996

                                                    Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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


                          ROFIN-SINAR TECHNOLOGIES INC.
             (Exact name of Registrant as specified in its charter)



           Delaware                                           38-3306461
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                        Identification Number)

                                45701 Mast Street
                               Plymouth, MI 48170
                    (Address of Principal Executive Offices)

                          Rofin-Sinar Technologies Inc.
                           1996 Equity Incentive Plan
                                       and
                          Rofin-Sinar Technologies Inc.
                     1996 Non-Employee Directors' Stock Plan
                            (Full title of the plans)
                            -------------------------



                                   Derek Heins
                          Rofin-Sinar Technologies Inc.
                                45701 Mast Street
                               Plymouth, MI 48170
                     (Name and address of agent for service)


                                 (313) 455-5400
          (Telephone number, including area code, of agent for service)


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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===========================================================================================================================
               Title of                       Amount           Proposed Maximum      Proposed Maximum        Amount of
           Securities to be                    to be          Offering Price Per         Aggregate          Registration
              Registered                    Registered             Share(*)          Offering Price(*)          Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                   <C>                  <C>                   <C>
Common Stock                                 1,600,000             $9.50                $15,200,000           $5,241.38
par value $.01 per share
===========================================================================================================================
</TABLE>
   *   The price shown is the average of the high and low prices of the Common
       Stock on the Nasdaq National Market consolidated reporting system on
       September 25, in accordance with Rule 457(c), and is being utilized
       solely for the purpose of calculating the registration fee.


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



<PAGE>


                                        2

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*





























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

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended (the "Securities
     Act"), and the "Note" to Part I of Form S-8.


<PAGE>


                                        3

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents are incorporated by reference in this
Registration Statement:

                  (a) the prospectus included in the Registrant's Registration
         Statement on Form S-1, as amended (File No. 333-09539); and

                  (b) the description of the Registrant's common stock, par
         value $.01 per share, contained in the Registrant's Registration
         Statement on Form 8-A (File No. 000-21377) for registration of such
         common stock under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act").

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 the Registration Statement and to be part
thereof from the date of filing of such documents.


Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Section 145 of the Delaware General Corporation Law provides,
in summary, that directors and officers of Delaware corporations are entitled,
under certain circumstances, to be indemnified against all expenses and
liabilities (including attorneys' fees) incurred by them as a result of suits
brought against them in their capacity as a director or officer, 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 Company, and, with respect to any criminal action
or proceeding, if they had no reasonable cause to believe their conduct was
unlawful; provided that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the Company, unless and only to the


<PAGE>


                                        4

extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, they are fairly and reasonably entitled to
indemnification for such expenses which the court shall deem proper. Any such
indemnification may be made by the Company only as authorized in each specific
case upon a determination by the shareholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. The Certificate of Incorporation of the Company permits
indemnification of its directors and officers to the maximum extent permitted by
Delaware law, as the same may be amended from time to time.

                  The Company has in effect a directors and officers liability
insurance policy indemnifying the directors and officers of the Company for
certain liabilities incurred by them, including liabilities under the Securities
Act. The Company pays the entire premium of this policy.

                  The Company's Certificate of Incorporation contains a
provision that eliminates the personal liability of directors of the Company for
monetary damages for certain breaches of fiduciary duty, as permitted by Section
102(b)(7) of the Delaware General Corporation Law.

                  Pursuant to the Underwriting Agreement between the Company and
the Underwriters included as Exhibit 1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-09539), the officers and directors of the
Company are indemnified by the Underwriters against certain civil liabilities
under the Securities Act.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  The following exhibits are filed as part of this Registration
Statement:

                  3.1      Certificate of Incorporation of the Registrant and
                           Form of Certificate of Amendment thereto
                           (incorporated by reference to Exhibit 3.1 to the
                           Registrant's Registration Statement on Form S-1 (File
                           No. 333-09539))
                  3.2      By-laws of the Registrant (incorporated by reference
                           to Exhibit 3.2 to the Registrant's Registration
                           Statement on Form S-1 (File No. 333-09539))
                  4.1      Rofin-Sinar Technologies Inc. 1996 Equity Incentive
                           Plan (incorporated by reference to Exhibit 10.12 to
                           the Registrant's Registration Statement on Form S-1
                           (File No. 333-09539))


<PAGE>


                                        5

                  4.2      Rofin-Sinar Technologies Inc. 1996 Non-Employee
                           Directors' Stock Plan (incorporated by reference to
                           Exhibit 10.13 to the Registrant's Registration
                           Statement on Form S-1 (File No. 333-09539))
                  5.1      Opinion of Shearman & Sterling as to the legality of
                           common stock being registered
                  23.1     Consent of KPMG Peat Marwick LLP, independent
                           certified public accountants
                  23.2     Consent of Shearman & Sterling (included in Exhibit
                           5.1)
                  24       Powers of Attorney (included on signature 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
         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;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof; and

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

                  (b) The undersigned Registrant hereby further 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 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.

                  (c) 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 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


<PAGE>


                                        6

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.


<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 New York, State of New York, on the 30th day 
of September, 1996.


                               ROFIN-SINAR TECHNOLOGIES INC.


                               By: /s/ Peter Wirth
                                   ____________________________________________
                                   Name:  Peter Wirth
                                   Title: Chairman of the Board of Directors
                                          Chief Executive Officer and President




                                POWER OF ATTORNEY

         Each of the undersigned whose signature appears below hereby
constitutes and appoints Peter Wirth his true and lawful attorney-in-fact and
agent, 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) and supplements to this Registration
Statement and any and all related registration statements necessary to register
additional securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



<PAGE>



                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities indicated on September 30, 1996.



              Signature                             Title
              ---------                             -----


 /s/ Peter Wirth                      Chairman of the Board of Directors, Chief
___________________________________   Executive Officer and President
            Peter Wirth                         



 /s/ Hinrich Martinen                 Executive Vice President, Research and
___________________________________   Development/Operations, Chief Technical
          Hinrich Martinen            Officer and Director


 /s/ Gunther Braun                    Executive Vice President, Finance and
___________________________________   Administration, Chief Financial Officer,
           Gunther Braun              and Director




<PAGE>



                                  Exhibit Index



Exhibit No.                              Description of Document


3.1        Certificate of Incorporation of the Registrant and Form of
           Certificate of Amendment thereto (incorporated by reference to
           Exhibit 3.1 to the Registrant's Registration Statement on Form
           S-1 (File No. 333-09539))

3.2        By-laws of the Registrant (incorporated by reference to Exhibit
           3.2 to the Registrant's Registration Statement on Form S-1 (File
           No. 333-09539))

4.1        Rofin-Sinar Technologies Inc. 1996 Equity Incentive Plan
           (incorporated by reference to Exhibit 10.12 to the Registrant's
           Registration Statement on Form S-1 (File No. 333-09539))

4.2        Rofin-Sinar Technologies Inc. 1996 Non-Employee Directors' Stock Plan
           (incorporated by reference to Exhibit 10.13 to the Registrant's
           Registration Statement on Form S-1 (File No. 333-09539))

5.1        Opinion of Shearman & Sterling as to the legality of common
           stock being registered

23.1       Consent of KPMG Peat Marwick LLP, independent certified
           public accountants

23.2       Consent of Shearman & Sterling (included in Exhibit 5.1)

24.1       Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17022}]
{"company-data": {"conformed-name": "ROFIN SINAR TECHNOLOGIES INC", "cik": "0001019361", "assigned-sic": "3690", "irs-number": "383306461", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13075", "film-number": "96637143"}, "business-address": {"street1": "45701 MAST ST", "city": "PLYMOUTH", "state": "MI", "zip": "48170", "phone": "3134555400"}, "mail-address": {"street1": "45701 MAST ST", "city": "PLYMOUTH", "state": "MI", "zip": "48170"}}
As filed with the Securities and Exchange Commission on September 30, 1996

                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                          ROFIN-SINAR TECHNOLOGIES INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                           38-3306461
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                        Identification Number)

                                45701 Mast Street
                               Plymouth, MI 48170
                    (Address of Principal Executive Offices)

                          Rofin-Sinar Technologies Inc.
                           1996 Equity Incentive Plan
                                       and
                          Rofin-Sinar Technologies Inc.
                     1996 Non-Employee Directors' Stock Plan
                            (Full title of the plans)
                            -------------------------

                                   Derek Heins
                          Rofin-Sinar Technologies Inc.
                                45701 Mast Street
                               Plymouth, MI 48170
                     (Name and address of agent for service)

                                 (313) 455-5400
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
               Title of                       Amount           Proposed Maximum      Proposed Maximum        Amount of
           Securities to be                    to be          Offering Price Per         Aggregate          Registration
              Registered                    Registered             Share(*)          Offering Price(*)          Fee
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock                                 1,600,000             $9.50                $15,200,000           $5,241.38
par value $.01 per share
===========================================================================================================================
*   The price shown is the average of the high and low prices of the Common
       Stock on the Nasdaq National Market consolidated reporting system on
       September 25, in accordance with Rule 457(c), and is being utilized
       solely for the purpose of calculating the registration fee.

================================================================================
2

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

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

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended (the "Securities
     Act"), and the "Note" to Part I of Form S-8.
3

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents are incorporated by reference in this
Registration Statement:

                  (a) the prospectus included in the Registrant's Registration
         Statement on Form S-1, as amended (File No. 333-09539); and

                  (b) the description of the Registrant's common stock, par
         value $.01 per share, contained in the Registrant's Registration
         Statement on Form 8-A (File No. 000-21377) for registration of such
         common stock under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act").

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 the Registration Statement and to be part
thereof from the date of filing of such documents.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Section 145 of the Delaware General Corporation Law provides,
in summary, that directors and officers of Delaware corporations are entitled,
under certain circumstances, to be indemnified against all expenses and
liabilities (including attorneys' fees) incurred by them as a result of suits
brought against them in their capacity as a director or officer, 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 Company, and, with respect to any criminal action
or proceeding, if they had no reasonable cause to believe their conduct was
unlawful; provided that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the Company, unless and only to the
4

extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, they are fairly and reasonably entitled to
indemnification for such expenses which the court shall deem proper. Any such
indemnification may be made by the Company only as authorized in each specific
case upon a determination by the shareholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. The Certificate of Incorporation of the Company permits
indemnification of its directors and officers to the maximum extent permitted by
Delaware law, as the same may be amended from time to time.

                  The Company has in effect a directors and officers liability
insurance policy indemnifying the directors and officers of the Company for
certain liabilities incurred by them, including liabilities under the Securities
Act. The Company pays the entire premium of this policy.

                  The Company's Certificate of Incorporation contains a
provision that eliminates the personal liability of directors of the Company for
monetary damages for certain breaches of fiduciary duty, as permitted by Section
102(b)(7) of the Delaware General Corporation Law.

                  Pursuant to the Underwriting Agreement between the Company and
the Underwriters included as Exhibit 1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-09539), the officers and directors of the
Company are indemnified by the Underwriters against certain civil liabilities
under the Securities Act.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  The following exhibits are filed as part of this Registration
Statement:

                  3.1      Certificate of Incorporation of the Registrant and
                           Form of Certificate of Amendment thereto
                           (incorporated by reference to Exhibit 3.1 to the
                           Registrant's Registration Statement on Form S-1 (File
                           No. 333-09539))
                  3.2      By-laws of the Registrant (incorporated by reference
                           to Exhibit 3.2 to the Registrant's Registration
                           Statement on Form S-1 (File No. 333-09539))
                  4.1      Rofin-Sinar Technologies Inc. 1996 Equity Incentive
                           Plan (incorporated by reference to Exhibit 10.12 to
                           the Registrant's Registration Statement on Form S-1
                           (File No. 333-09539))
5

                  4.2      Rofin-Sinar Technologies Inc. 1996 Non-Employee
                           Directors' Stock Plan (incorporated by reference to
                           Exhibit 10.13 to the Registrant's Registration
                           Statement on Form S-1 (File No. 333-09539))
                  5.1      Opinion of Shearman & Sterling as to the legality of
                           common stock being registered
                  23.1     Consent of KPMG Peat Marwick LLP, independent
                           certified public accountants
                  23.2     Consent of Shearman & Sterling (included in Exhibit
                           5.1)
                  24       Powers of Attorney (included on signature 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
         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;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof; and

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

                  (b) The undersigned Registrant hereby further 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 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.

                  (c) 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 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
6

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.
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 New York, State of New York, on the 30th day 
of September, 1996.

                               ROFIN-SINAR TECHNOLOGIES INC.

                               By: /s/ Peter Wirth
                                   ____________________________________________
                                   Name:  Peter Wirth
                                   Title: Chairman of the Board of Directors
                                          Chief Executive Officer and President

                                POWER OF ATTORNEY

         Each of the undersigned whose signature appears below hereby
constitutes and appoints Peter Wirth his true and lawful attorney-in-fact and
agent, 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) and supplements to this Registration
Statement and any and all related registration statements necessary to register
additional securities, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities indicated on September 30, 1996.

              Signature                             Title
              ---------                             -----

 /s/ Peter Wirth                      Chairman of the Board of Directors, Chief
___________________________________   Executive Officer and President
            Peter Wirth                         

 /s/ Hinrich Martinen                 Executive Vice President, Research and
___________________________________   Development/Operations, Chief Technical
          Hinrich Martinen            Officer and Director

 /s/ Gunther Braun                    Executive Vice President, Finance and
___________________________________   Administration, Chief Financial Officer,
           Gunther Braun              and Director
Exhibit Index

Exhibit No.                              Description of Document

3.1        Certificate of Incorporation of the Registrant and Form of
           Certificate of Amendment thereto (incorporated by reference to
           Exhibit 3.1 to the Registrant's Registration Statement on Form
           S-1 (File No. 333-09539))

3.2        By-laws of the Registrant (incorporated by reference to Exhibit
           3.2 to the Registrant's Registration Statement on Form S-1 (File
           No. 333-09539))

4.1        Rofin-Sinar Technologies Inc. 1996 Equity Incentive Plan
           (incorporated by reference to Exhibit 10.12 to the Registrant's
           Registration Statement on Form S-1 (File No. 333-09539))

4.2        Rofin-Sinar Technologies Inc. 1996 Non-Employee Directors' Stock Plan
           (incorporated by reference to Exhibit 10.13 to the Registrant's
           Registration Statement on Form S-1 (File No. 333-09539))

5.1        Opinion of Shearman & Sterling as to the legality of common
           stock being registered

23.1       Consent of KPMG Peat Marwick LLP, independent certified
           public accountants

23.2       Consent of Shearman & Sterling (included in Exhibit 5.1)

24.1       Power of Attorney (included on signature page)