<PAGE>

          As filed with the Securities and Exchange Commission on August 2, 2000
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

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

                             ----------------------
                                 ILLUMINA, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                             ----------------------






<TABLE>
<CAPTION>

<S>                                        <C>                                          <C>
           DELAWARE                                      3826                                38-0804655
(STATE OR OTHER JURISDICTION OF               (PRIMARY STANDARD INDUSTRIAL                (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)               CLASSIFICATION CODE NUMBER)               IDENTIFICATION NUMBER)
</TABLE>
                      9390 TOWNE CENTRE DRIVE, SUITE 200
                              SAN DIEGO, CA 92121
                                (858) 587-4290
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                 OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)


                            1998 INCENTIVE STOCK PLAN
                                 2000 STOCK PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLANS)

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


                                 JAY T. FLATLEY
                             CHIEF EXECUTIVE OFFICER
                                 ILLUMINA, INC.
                       9390 TOWNE CENTRE DRIVE, SUITE 200
                               SAN DIEGO, CA 92121
                                 (858) 587-4290


            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                   Copies to:
                           MICHAEL J. O'DONNELL, ESQ.
                             MARTIN J. WATERS, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

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

<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE
========================================================================================================
                                                                PROPOSED
                                                                MAXIMUM       PROPOSED
                                                   AMOUNT       OFFERING      MAXIMUM        AMOUNT OF
   TITLE OF EACH CLASS OF SECURITIES TO            TO BE         PRICE       AGGREGATE      REGISTRATION
              BE REGISTERED                      REGISTERED     PER SHARE  OFFERING PRICE       FEE
--------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>        <C>              <C>

1998 Incentive Stock Plan
Common Stock,  $0.01 par value
(currently outstanding options) (1)                1,203,588     $ 2.61     $  3,141,365     $   829.00
--------------------------------------------------------------------------------------------------------

1998 Incentive Stock Plan
Common Stock, $0.01 par value
(options available for future grant) (2)           1,445,872     $35.84     $ 51,820,052     $13,680.00
--------------------------------------------------------------------------------------------------------

TOTAL 1998 INCENTIVE STOCK PLAN SHARES
   REGISTERED                                      2,649,460       --       $ 54,961,417     $14,509.00
--------------------------------------------------------------------------------------------------------

2000 Incentive Stock Plan
Common Stock,  $0.01 par value
(currently outstanding options)                            0          0                0              0
--------------------------------------------------------------------------------------------------------

2000 Incentive Stock Plan
Common Stock, $0.01 par value
(options available for future grant) (3)           4,000,000     $35.84     $143,360,000     $37,847.00
--------------------------------------------------------------------------------------------------------

TOTAL 2000 INCENTIVE STOCK PLAN SHARES
   REGISTERED                                      4,000,000       --       $143,360,000     $37,847.00
--------------------------------------------------------------------------------------------------------

2000 Employee Stock Purchase Plan
Common Stock, $0.01 par value (4)                    500,000     $30.46     $ 15,230,000     $ 4,021.00
--------------------------------------------------------------------------------------------------------

TOTAL REGISTRATION FEES                                 --         --               --       $56,378.00
========================================================================================================
</TABLE>

(1)  The computation is based upon the weighted average exercise price per share
     of $2.61 as to 1,203,588 outstanding but unexercised options to purchase
     Common Stock under the 1998 Incentive Stock Plan (the "Currently
     Outstanding Options").

(2)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 as to the
     remaining 1,445,872 shares of Common Stock authorized for issuance pursuant
     to the 1998 Incentive Stock Plan solely for the purpose of calculating the
     registration fee. No options have been granted with respect to such shares.
     The computation is based upon the average of the high and low price of the
     Common Stock as reported on the Nasdaq National Market for the period July
     28, 2000 through August 1, 2000 because the price at which the options to
     be granted in the future may be exercised is not currently determinable.

(3)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 as to the
     4,000,000 shares of Common Stock authorized for issuance pursuant to the
     2000 Stock Plan solely for the purpose of calculating the registration fee.
     No options have been granted with respect to such shares. The computation
     is based upon the average of the high and low price of the Common Stock as
     reported on the Nasdaq National Market for the period July 28, 2000 through
     August 1, 2000 because the price at which the options to be granted in the
     future may be exercised is not currently determinable.

(4)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose of calculating the registration fee. The computation is based upon
     85% (see explanation in following sentence) of the average of the high and
     low price of the Common Stock as reported on the Nasdaq National Market for
     the period July 28 through August 1, 2000 because the price at which the
     options to be granted in the future may be exercised is not currently
     determinable. Pursuant to the Employee Stock Purchase Plan, which plan is
     incorporated by reference herein, the Purchase Price of a share of Common
     Stock shall mean an amount equal to 85% of the Fair Market Value of a share
     of Common Stock on the Enrollment Date or the Exercise Date, whichever is
     lower.
================================================================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3. INFORMATION INCORPORATED BY REFERENCE.

      The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

      (a)   The audited financial statements for the Registrant for the period
            from April 28, 1998 (inception) to December 31, 1998, the fiscal
            year ended December 31, 1999 and the unaudited financial statements
            for the Registrant for the three months ended March 31, 2000, each
            as contained in the Prospectus, dated July 27, 2000, filed by the
            Registrant on July 28, 2000 with the Securities and Exchange
            Commission pursuant to Rule 424(b)(4) under the Securities Act of
            1933, as amended.

      (b)   The description of the Common Stock of the Registrant that is
            contained in the Registration Statement on Form 8-A filed pursuant
            to Section 12 of the Exchange Act on April 14, 2000.

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

ITEM  4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM  5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

      The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933
(the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

                                      II-1
<PAGE>

ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM  8. EXHIBITS.

      The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).

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.

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

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

      (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and
will be governed by the final adjudication of such issue.



                                      II-2
<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 San Diego, State of California on August 2, 2000.


                                        ILLUMINA, INC.



                                        By: /s/  Jay T. Flatley
                                           -------------------------------
                                           Jay T. Flatley
                                           President and Chief Executive Officer



                                      II-3
<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jay T. Flatley and John R. Stuelpnagel,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, 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.
<TABLE>
<CAPTION>

       SIGNATURE                                   TITLE                                DATE
       ---------                                   -----                                ----

<S>                                        <C>                                     <C>
/s/  Jay T. Flatley                        President, Chief Executive              August 2, 2000
------------------------------             and Director (Principal
     Jay T. Flatley                        Executive Officer


/s/  Timothy M. Kish                       Chief Financial Officer (Principal      August 2, 2000
------------------------------             Financial and Accounting Officer)
     Timothy M. Kish


/s/  John R. Stuelpnagel                   Director                                August 2, 2000
------------------------------
     John R. Stuelpnagel


/s/  Charles M. Hartman                    Director                                August 2, 2000
------------------------------
     Charles M. Hartman


/s/  Robert T. Nelson                      Director                                August 2, 2000
------------------------------
     Robert T. Nelsen


/s/  George Poste, DVM, Ph.D.              Director                                August 2, 2000
------------------------------
     George Poste, DVM, Ph.D.


/s/  William Rastetter, Ph.D.              Director                                August 2, 2000
------------------------------
     William Rastetter, Ph.D.


/s/  David R. Walt, Ph.D.                  Director                                August 2, 2000
------------------------------
David R. Walt, Ph.D.
</TABLE>
----------
*    The employee benefit plans being registered pursuant to this Registration
     Statement are subject to administration by the Board of Directors of the
     Registrant.


                                      II-4
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>


                                                                                                        SEQUENTIALLY
       EXHIBIT NUMBER                            EXHIBIT DOCUMENT                                       NUMBERED PAGE
       --------------                            ----------------                                       -------------
           <S>           <C>                                                                               <C>
            3.1*         Certificate of Incorporation of Registrant

            3.2*         Bylaws of Registrant

           10.5*         1998 Incentive Stock Plan

           10.6*         2000 Stock Plan

           10.7*         2000 Employee Stock Purchase Plan

            5.1          Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as
                         to the legality of securities being registered (Counsel to the Registrant)

           23.1          Consent of Ernst & Young LLP, Independent Auditors

           23.2          Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
                         (contained in Exhibit 5.1 hereto)

           24.1          Power of Attorney (see page II-4)
</TABLE>
----------

* Incorporated by reference to the Company's Registration Statement on Form S-1
  (File No. 333-33922), effective July 27, 2000.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20183}]
{"company-data": {"conformed-name": "ILLUMINA INC", "cik": "0001110803", "assigned-sic": "3826", "irs-number": "330804655", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42866", "film-number": "684605"}, "business-address": {"street1": "9390 TOWNE CENTRE DRIVE", "street2": "SUITE 200", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "8585874290"}, "mail-address": {"street1": "9390 TOWN CENTRE DRIVE", "street2": "SUITE 200", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
As filed with the Securities and Exchange Commission on August 2, 2000
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

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

                             ----------------------
                                 ILLUMINA, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                             ----------------------
DELAWARE                                      3826                                38-0804655
(STATE OR OTHER JURISDICTION OF               (PRIMARY STANDARD INDUSTRIAL                (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)               CLASSIFICATION CODE NUMBER)               IDENTIFICATION NUMBER)
9390 TOWNE CENTRE DRIVE, SUITE 200
                              SAN DIEGO, CA 92121
                                (858) 587-4290
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                 OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                            1998 INCENTIVE STOCK PLAN
                                 2000 STOCK PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLANS)

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

                                 JAY T. FLATLEY
                             CHIEF EXECUTIVE OFFICER
                                 ILLUMINA, INC.
                       9390 TOWNE CENTRE DRIVE, SUITE 200
                               SAN DIEGO, CA 92121
                                 (858) 587-4290

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                   Copies to:
                           MICHAEL J. O'DONNELL, ESQ.
                             MARTIN J. WATERS, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

                             ----------------------
CALCULATION OF REGISTRATION FEE
========================================================================================================
                                                                PROPOSED
                                                                MAXIMUM       PROPOSED
                                                   AMOUNT       OFFERING      MAXIMUM        AMOUNT OF
   TITLE OF EACH CLASS OF SECURITIES TO            TO BE         PRICE       AGGREGATE      REGISTRATION
              BE REGISTERED                      REGISTERED     PER SHARE  OFFERING PRICE       FEE
--------------------------------------------------------------------------------------------------------
1998 Incentive Stock Plan
Common Stock,  $0.01 par value
(currently outstanding options) (1)                1,203,588     $ 2.61     $  3,141,365     $   829.00
--------------------------------------------------------------------------------------------------------

1998 Incentive Stock Plan
Common Stock, $0.01 par value
(options available for future grant) (2)           1,445,872     $35.84     $ 51,820,052     $13,680.00
--------------------------------------------------------------------------------------------------------

TOTAL 1998 INCENTIVE STOCK PLAN SHARES
   REGISTERED                                      2,649,460       --       $ 54,961,417     $14,509.00
--------------------------------------------------------------------------------------------------------

2000 Incentive Stock Plan
Common Stock,  $0.01 par value
(currently outstanding options)                            0          0                0              0
--------------------------------------------------------------------------------------------------------

2000 Incentive Stock Plan
Common Stock, $0.01 par value
(options available for future grant) (3)           4,000,000     $35.84     $143,360,000     $37,847.00
--------------------------------------------------------------------------------------------------------

TOTAL 2000 INCENTIVE STOCK PLAN SHARES
   REGISTERED                                      4,000,000       --       $143,360,000     $37,847.00
--------------------------------------------------------------------------------------------------------

2000 Employee Stock Purchase Plan
Common Stock, $0.01 par value (4)                    500,000     $30.46     $ 15,230,000     $ 4,021.00
--------------------------------------------------------------------------------------------------------

TOTAL REGISTRATION FEES                                 --         --               --       $56,378.00
========================================================================================================
(1)  The computation is based upon the weighted average exercise price per share
     of $2.61 as to 1,203,588 outstanding but unexercised options to purchase
     Common Stock under the 1998 Incentive Stock Plan (the "Currently
     Outstanding Options").

(2)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 as to the
     remaining 1,445,872 shares of Common Stock authorized for issuance pursuant
     to the 1998 Incentive Stock Plan solely for the purpose of calculating the
     registration fee. No options have been granted with respect to such shares.
     The computation is based upon the average of the high and low price of the
     Common Stock as reported on the Nasdaq National Market for the period July
     28, 2000 through August 1, 2000 because the price at which the options to
     be granted in the future may be exercised is not currently determinable.

(3)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 as to the
     4,000,000 shares of Common Stock authorized for issuance pursuant to the
     2000 Stock Plan solely for the purpose of calculating the registration fee.
     No options have been granted with respect to such shares. The computation
     is based upon the average of the high and low price of the Common Stock as
     reported on the Nasdaq National Market for the period July 28, 2000 through
     August 1, 2000 because the price at which the options to be granted in the
     future may be exercised is not currently determinable.

(4)  The Proposed Maximum Offering Price Per Share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933 solely for the
     purpose of calculating the registration fee. The computation is based upon
     85% (see explanation in following sentence) of the average of the high and
     low price of the Common Stock as reported on the Nasdaq National Market for
     the period July 28 through August 1, 2000 because the price at which the
     options to be granted in the future may be exercised is not currently
     determinable. Pursuant to the Employee Stock Purchase Plan, which plan is
     incorporated by reference herein, the Purchase Price of a share of Common
     Stock shall mean an amount equal to 85% of the Fair Market Value of a share
     of Common Stock on the Enrollment Date or the Exercise Date, whichever is
     lower.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3. INFORMATION INCORPORATED BY REFERENCE.

      The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

      (a)   The audited financial statements for the Registrant for the period
            from April 28, 1998 (inception) to December 31, 1998, the fiscal
            year ended December 31, 1999 and the unaudited financial statements
            for the Registrant for the three months ended March 31, 2000, each
            as contained in the Prospectus, dated July 27, 2000, filed by the
            Registrant on July 28, 2000 with the Securities and Exchange
            Commission pursuant to Rule 424(b)(4) under the Securities Act of
            1933, as amended.

      (b)   The description of the Common Stock of the Registrant that is
            contained in the Registration Statement on Form 8-A filed pursuant
            to Section 12 of the Exchange Act on April 14, 2000.

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

ITEM  4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM  5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

      The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933
(the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

                                      II-1
ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM  8. EXHIBITS.

      The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).

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.

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

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

      (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and
will be governed by the final adjudication of such issue.

                                      II-2
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 San Diego, State of California on August 2, 2000.

                                        ILLUMINA, INC.

                                        By: /s/  Jay T. Flatley
                                           -------------------------------
                                           Jay T. Flatley
                                           President and Chief Executive Officer

                                      II-3
POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jay T. Flatley and John R. Stuelpnagel,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, 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/  Jay T. Flatley                        President, Chief Executive              August 2, 2000
------------------------------             and Director (Principal
     Jay T. Flatley                        Executive Officer

/s/  Timothy M. Kish                       Chief Financial Officer (Principal      August 2, 2000
------------------------------             Financial and Accounting Officer)
     Timothy M. Kish

/s/  John R. Stuelpnagel                   Director                                August 2, 2000
------------------------------
     John R. Stuelpnagel

/s/  Charles M. Hartman                    Director                                August 2, 2000
------------------------------
     Charles M. Hartman

/s/  Robert T. Nelson                      Director                                August 2, 2000
------------------------------
     Robert T. Nelsen

/s/  George Poste, DVM, Ph.D.              Director                                August 2, 2000
------------------------------
     George Poste, DVM, Ph.D.

/s/  William Rastetter, Ph.D.              Director                                August 2, 2000
------------------------------
     William Rastetter, Ph.D.

/s/  David R. Walt, Ph.D.                  Director                                August 2, 2000
------------------------------
David R. Walt, Ph.D.
----------
*    The employee benefit plans being registered pursuant to this Registration
     Statement are subject to administration by the Board of Directors of the
     Registrant.

                                      II-4
INDEX TO EXHIBITS
SEQUENTIALLY
       EXHIBIT NUMBER                            EXHIBIT DOCUMENT                                       NUMBERED PAGE
       --------------                            ----------------                                       -------------
3.1*         Certificate of Incorporation of Registrant

            3.2*         Bylaws of Registrant

           10.5*         1998 Incentive Stock Plan

           10.6*         2000 Stock Plan

           10.7*         2000 Employee Stock Purchase Plan

            5.1          Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as
                         to the legality of securities being registered (Counsel to the Registrant)

           23.1          Consent of Ernst & Young LLP, Independent Auditors

           23.2          Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
                         (contained in Exhibit 5.1 hereto)

           24.1          Power of Attorney (see page II-4)
----------

* Incorporated by reference to the Company's Registration Statement on Form S-1
  (File No. 333-33922), effective July 27, 2000.