As filed with the Securities and Exchange Commission on September
29, 1998
                                            Registration No. 333-

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

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

                           Meade Instruments Corp.
           (Exact name of registrant as specified in its charter)
                             --------------------

             Delaware                               95-2988062
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification No.)

                               6001 Oak Canyon
                        Irvine, California 92620-4205
                               (949) 451-1450
                  (Address of principal executive offices)
                             ---------------------

              Meade Instruments Corp. 1997 Stock Incentive Plan
                          (Full title of the plan)
                             ---------------------

                               John C. Diebel
                          Chairman of the Board and
                           Chief Executive Officer
                           Meade Instruments Corp.
                               6001 Oak Canyon
                        Irvine, California 92620-4205
                   (Name and address of agent for service)
                             ---------------------

 Telephone number, including area code, of agent for service:
(949) 451-1450
                             -----------------------

                      CALCULATION  OF REGISTRATION  FEE
<TABLE>
<CAPTION>
<C>           <S>           <S>          <S>             <S>
                            Proposed     Proposed
                            maximum      maximum
Title of      Amount        offering     aggregate
securities    to be         price        offering        Amount of
to be         registered    per unit     price
registration
Registered                                               fee

Common Stock  1,500,000<1>  $9.375<2>    $14,062,500<2>  $4,149<2>
$.01 par
value shares

-----------------------
<FN>
    <1>   This Registration Statement covers, in addition
          to the number of shares of Common Stock stated above,
options and
          other rights to purchase or acquire the shares of Common
Stock
          covered by the Prospectus and, pursuant to Rule 416(c)
under the
          Securities Act of 1933, as amended (the "Securities
Act"), an
          indeterminate number of shares which by reason of
certain events
          specified in the Meade Instruments Corp. 1997 Stock
Incentive Plan
          (the "Plan") may become subject to the Plan.

    <2>   Pursuant to Rule 457(h), the maximum offering
          price, per share and in the aggregate, and the
registration fee
          were calculated based upon the average of the high and
low prices
          of the Common Stock on September 26, 1998, as reported
on the
          Nasdaq National Market System and published in the
Western Edition
          of The Wall Street Journal.

      The Exhibit Index for this Registration Statement is at page
9.
</FN>
</TABLE>
<PAGE>
                             PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS

          The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by
Rule 428(b)(1) of the Securities Act.  Such documents need not
be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424
of the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
<PAGE>
                             PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

          The following documents of Meade Instruments Corp.
(the "Company") filed with the Commission are incorporated
herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the
          Company's fiscal year ended February 28, 1998, filed
          with the Commission on May 29, 1998;

     (b)  The Company's Quarterly Report on Form 10-Q for the
          quarterly period ended May 31, 1998, filed with the
          Commission on July 2, 1998; and

     (c)  The description of the Common Stock contained in the
          Company's Registration Statement on Form 8-A, filed
          with the Commission on February 27, 1997.

          All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into the prospectus and to be a
part hereof from the date of filing of such documents.  Any
statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

          The Common Stock is registered pursuant to Section 12
of the Exchange Act. Therefore, the description of the
securities is omitted.

Item 5.  Interests of Named Experts and Counsel

          The validity of the original issuance of Common Stock
registered hereby is passed on for the Company by Mark D.
Peterson.  Mr. Peterson is the Vice President and General
Counsel of the Company, is compensated as an employee of the
Company, and is the holder of options to acquire Common Stock.

Item 6.  Indemnification of Directors and Officers Limitation of
Liability

          The Company's Certificate of Incorporation (the
"Certificate") provides that a director of the Company will not
be personally liable for monetary damages to the Company or its
stockholders for breach of fiduciary duty as a director, except
to the extent such exemption for liability or limitation thereof
is not permitted under the Delaware General Corporation Law (the
"Law") (i.e., liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for paying a
dividend or approving a stock repurchase in violation of Section
174 of the Law, or (iv) for any transaction from which the
director derived an improper personal benefit).

          While the Certificate provides directors with
protection from awards for monetary damages for breaches of
their duty of care, it does not eliminate such duty.
Accordingly, the Certificate will have no effect on the
availability of equitable remedies, such as an injunction or
rescission based on a director's breach of such director's duty
of care.

Indemnification

          The Certificate provides that each person (and the
heirs, executors, or administrators of such person) who was or
is a party or is threatened to be made a party to, or is
involved in any threatened pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or
investigative, by reason of the fact that such person is or was
a director or officer of the Company or is or was serving at the
request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise, will be indemnified and held harmless by the Company
to the fullest extent permitted by the Law.  The Certificate
further provides that the right to indemnification includes the
right to be paid by the Company for expenses incurred in
connection with any such proceeding in advance of its final
disposition to the fullest extent permitted by the Law, and that
the right to indemnification conferred thereunder is deemed a
contract right.

          The Certificate further provides that the Company may,
by action of its Board of Directors (the "Board"), provide
indemnification to such of the employees and agents of the
Company and such other persons serving at the request of the
Company as employees or agents of another corporation,
partnership, joint venture, trust or other enterprise to such
extent and to such effect as is permitted by the Law and the
Board.

          Pursuant to the Certificate, the Company has the power
to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any expense, liability or loss incurred by such person in any
such capacity or arising out of his or her status as such,
whether or not the Company would have the power to indemnify
such person against such liability under the Law.

          The Certificate provides that (i) the rights and
authority described above are not exclusive of any other right
that any person otherwise may have or acquire and (ii) no
amendment, modification or repeal of the Certificate, or
adoption of any additional provision of the Certificate or the
Company's Bylaws, or, to the fullest extent permitted by the
Law, any amendment, modification or repeal of law will eliminate
or reduce the effect of the provisions in the Certificate
limiting liability or indemnifying certain persons or adversely
affect any right or protection then existing thereunder in
respect of any acts or omissions occurring prior to such
amendments, modifications, repeal or adoption.

          The Company has entered into indemnification
agreements with its directors and officers that require the
Company to indemnify the directors and officers to the fullest
extent permitted by applicable provisions of the Law and, to the
extent necessary, the California General Corporation Law.

          The Company also maintains directors' and officers'
liability insurance policies insuring directors and officers of
the Company for certain covered losses as defined in the
policies.

Item 7.  Exemption from Registration Claimed

          Not applicable.

Item 8.  Exhibits

          See the attached Exhibit Index on page 9.

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

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

                  (i) To include any prospectus
              required by Section 10(a)(3) of the Securities
              Act;

                 (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 this Registration Statement; and

                (iii) To include any
              material information with respect to the plan of
              distribution not previously disclosed in this
              Registration Statement or any material change to
              such information in this Registration Statement;

               Provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(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 with or furnished to the Commission
          pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are incorporated by reference in
          this 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 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
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (h)  Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
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.
<PAGE>
                           SIGNATURES

          Pursuant to the requirements of the Securities Act,
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 Irvine, State of California, on September 29, 1998.



                              By:  /s/ John C. Diebel
                                 ---------------------------------
                                 John C. Diebel,
                                 Chairman of the Board and
                                 Chief Executive Officer

                         POWER OF ATTORNEY

          Each person whose signature appears below constitutes
and appoints John C. Diebel and Mark D. Peterson, or each of
them individually, his true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, 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 attorneys-in-fact and agents, or either
of them individually, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                      <C>                    <C>
Signature                Title                  Date

/s/John C. Diebel        Chairman of the Board  September 29, 1998
John C. Diebel           and Chief Executive
                         Officer (Principal
                         Executive Officer)

/s/Steven G. Murdock     President, Chief       September 29, 1998
Steven G. Murdock        Operating Officer,
                         Secretary and
                         Director

/s/Joseph A. Gordon, Jr. Senior Vice            September 29, 1998
Joseph A. Gordon, Jr.    President-
                         North American Sales
                         and Director

/s/Brent W. Christensen  Vice                   September 29, 1998
Brent W. Christensen     President-Finance and
                         Chief Financial
                         Officer (Principal
                         Financial and
                         Accounting Officer)

/s/Timothy C. McQuay     Director               September 29, 1998
Timothy C. McQuay

/s/Harry L. Casari       Director               September 29, 1998
Harry L. Casari
</TABLE>
<PAGE>
                          EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>       <C>
Exhibit
Number    Description of Exhibit

4.1<1>    Meade Instruments Corp. 1997 Stock Incentive Plan.

4.2       Amendment 1998-I to the Meade Instruments Corp.
          1997 Stock Incentive Plan.

4.3       Amendment 1998-II to the Meade Instruments Corp.
           1997 Stock Incentive Plan.

5.        Opinion of Counsel (opinion re legality).

23.1      Consent of Price Waterhouse LLP (consent of
          independent auditors).

23.2      Consent of Counsel (included in Exhibit 5).

24.       Power of Attorney (included in this
          Registration Statement under "Signatures").

----------------------
<FN>
<1>  This exhibit was previously filed by the Company with the
     Commission in connection with the Company's Amendment No. 1
to a
     Registration Statement on Form S-1 (Registration No. 333-
21123),
     filed on February 27, 1997, and is incorporated herein by
this
     reference.
</FN>
</TABLE>
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19484}]
{"company-data": {"conformed-name": "MEADE INSTRUMENTS CORP", "cik": "0001032067", "assigned-sic": "3827", "irs-number": "952988062", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64609", "film-number": "98717550"}, "business-address": {"street1": "6001 OAK CANYON", "street2": "6001 OAKCANYON", "city": "IRVINE", "state": "CA", "zip": "92620-4205", "phone": "7144511450"}, "mail-address": {"street1": "6001 OAK CANYON", "city": "IRVING", "state": "CA", "zip": "92620-4205"}}
As filed with the Securities and Exchange Commission on September
29, 1998
                                            Registration No. 333-

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

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

                           Meade Instruments Corp.
           (Exact name of registrant as specified in its charter)
                             --------------------

             Delaware                               95-2988062
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification No.)

                               6001 Oak Canyon
                        Irvine, California 92620-4205
                               (949) 451-1450
                  (Address of principal executive offices)
                             ---------------------

              Meade Instruments Corp. 1997 Stock Incentive Plan
                          (Full title of the plan)
                             ---------------------

                               John C. Diebel
                          Chairman of the Board and
                           Chief Executive Officer
                           Meade Instruments Corp.
                               6001 Oak Canyon
                        Irvine, California 92620-4205
                   (Name and address of agent for service)
                             ---------------------

 Telephone number, including area code, of agent for service:
(949) 451-1450
                             -----------------------

                      CALCULATION  OF REGISTRATION  FEE
Proposed     Proposed
                            maximum      maximum
Title of      Amount        offering     aggregate
securities    to be         price        offering        Amount of
to be         registered    per unit     price
registration
Registered                                               fee

Common Stock  1,500,000<1>  $9.375<2>    $14,062,500<2>  $4,149<2>
$.01 par
value shares

-----------------------
<1>   This Registration Statement covers, in addition
          to the number of shares of Common Stock stated above,
options and
          other rights to purchase or acquire the shares of Common
Stock
          covered by the Prospectus and, pursuant to Rule 416(c)
under the
          Securities Act of 1933, as amended (the "Securities
Act"), an
          indeterminate number of shares which by reason of
certain events
          specified in the Meade Instruments Corp. 1997 Stock
Incentive Plan
          (the "Plan") may become subject to the Plan.

    <2>   Pursuant to Rule 457(h), the maximum offering
          price, per share and in the aggregate, and the
registration fee
          were calculated based upon the average of the high and
low prices
          of the Common Stock on September 26, 1998, as reported
on the
          Nasdaq National Market System and published in the
Western Edition
          of The Wall Street Journal.

      The Exhibit Index for this Registration Statement is at page
9.
PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS

          The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by
Rule 428(b)(1) of the Securities Act.  Such documents need not
be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424
of the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

          The following documents of Meade Instruments Corp.
(the "Company") filed with the Commission are incorporated
herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the
          Company's fiscal year ended February 28, 1998, filed
          with the Commission on May 29, 1998;

     (b)  The Company's Quarterly Report on Form 10-Q for the
          quarterly period ended May 31, 1998, filed with the
          Commission on July 2, 1998; and

     (c)  The description of the Common Stock contained in the
          Company's Registration Statement on Form 8-A, filed
          with the Commission on February 27, 1997.

          All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into the prospectus and to be a
part hereof from the date of filing of such documents.  Any
statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

          The Common Stock is registered pursuant to Section 12
of the Exchange Act. Therefore, the description of the
securities is omitted.

Item 5.  Interests of Named Experts and Counsel

          The validity of the original issuance of Common Stock
registered hereby is passed on for the Company by Mark D.
Peterson.  Mr. Peterson is the Vice President and General
Counsel of the Company, is compensated as an employee of the
Company, and is the holder of options to acquire Common Stock.

Item 6.  Indemnification of Directors and Officers Limitation of
Liability

          The Company's Certificate of Incorporation (the
"Certificate") provides that a director of the Company will not
be personally liable for monetary damages to the Company or its
stockholders for breach of fiduciary duty as a director, except
to the extent such exemption for liability or limitation thereof
is not permitted under the Delaware General Corporation Law (the
"Law") (i.e., liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for paying a
dividend or approving a stock repurchase in violation of Section
174 of the Law, or (iv) for any transaction from which the
director derived an improper personal benefit).

          While the Certificate provides directors with
protection from awards for monetary damages for breaches of
their duty of care, it does not eliminate such duty.
Accordingly, the Certificate will have no effect on the
availability of equitable remedies, such as an injunction or
rescission based on a director's breach of such director's duty
of care.

Indemnification

          The Certificate provides that each person (and the
heirs, executors, or administrators of such person) who was or
is a party or is threatened to be made a party to, or is
involved in any threatened pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or
investigative, by reason of the fact that such person is or was
a director or officer of the Company or is or was serving at the
request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise, will be indemnified and held harmless by the Company
to the fullest extent permitted by the Law.  The Certificate
further provides that the right to indemnification includes the
right to be paid by the Company for expenses incurred in
connection with any such proceeding in advance of its final
disposition to the fullest extent permitted by the Law, and that
the right to indemnification conferred thereunder is deemed a
contract right.

          The Certificate further provides that the Company may,
by action of its Board of Directors (the "Board"), provide
indemnification to such of the employees and agents of the
Company and such other persons serving at the request of the
Company as employees or agents of another corporation,
partnership, joint venture, trust or other enterprise to such
extent and to such effect as is permitted by the Law and the
Board.

          Pursuant to the Certificate, the Company has the power
to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any expense, liability or loss incurred by such person in any
such capacity or arising out of his or her status as such,
whether or not the Company would have the power to indemnify
such person against such liability under the Law.

          The Certificate provides that (i) the rights and
authority described above are not exclusive of any other right
that any person otherwise may have or acquire and (ii) no
amendment, modification or repeal of the Certificate, or
adoption of any additional provision of the Certificate or the
Company's Bylaws, or, to the fullest extent permitted by the
Law, any amendment, modification or repeal of law will eliminate
or reduce the effect of the provisions in the Certificate
limiting liability or indemnifying certain persons or adversely
affect any right or protection then existing thereunder in
respect of any acts or omissions occurring prior to such
amendments, modifications, repeal or adoption.

          The Company has entered into indemnification
agreements with its directors and officers that require the
Company to indemnify the directors and officers to the fullest
extent permitted by applicable provisions of the Law and, to the
extent necessary, the California General Corporation Law.

          The Company also maintains directors' and officers'
liability insurance policies insuring directors and officers of
the Company for certain covered losses as defined in the
policies.

Item 7.  Exemption from Registration Claimed

          Not applicable.

Item 8.  Exhibits

          See the attached Exhibit Index on page 9.

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

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

                  (i) To include any prospectus
              required by Section 10(a)(3) of the Securities
              Act;

                 (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 this Registration Statement; and

                (iii) To include any
              material information with respect to the plan of
              distribution not previously disclosed in this
              Registration Statement or any material change to
              such information in this Registration Statement;

               Provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(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 with or furnished to the Commission
          pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are incorporated by reference in
          this 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 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
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (h)  Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
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.
SIGNATURES

          Pursuant to the requirements of the Securities Act,
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 Irvine, State of California, on September 29, 1998.

                              By:  /s/ John C. Diebel
                                 ---------------------------------
                                 John C. Diebel,
                                 Chairman of the Board and
                                 Chief Executive Officer

                         POWER OF ATTORNEY

          Each person whose signature appears below constitutes
and appoints John C. Diebel and Mark D. Peterson, or each of
them individually, his true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, 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 attorneys-in-fact and agents, or either
of them individually, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature                Title                  Date

/s/John C. Diebel        Chairman of the Board  September 29, 1998
John C. Diebel           and Chief Executive
                         Officer (Principal
                         Executive Officer)

/s/Steven G. Murdock     President, Chief       September 29, 1998
Steven G. Murdock        Operating Officer,
                         Secretary and
                         Director

/s/Joseph A. Gordon, Jr. Senior Vice            September 29, 1998
Joseph A. Gordon, Jr.    President-
                         North American Sales
                         and Director

/s/Brent W. Christensen  Vice                   September 29, 1998
Brent W. Christensen     President-Finance and
                         Chief Financial
                         Officer (Principal
                         Financial and
                         Accounting Officer)

/s/Timothy C. McQuay     Director               September 29, 1998
Timothy C. McQuay

/s/Harry L. Casari       Director               September 29, 1998
Harry L. Casari
EXHIBIT INDEX
Exhibit
Number    Description of Exhibit

4.1<1>    Meade Instruments Corp. 1997 Stock Incentive Plan.

4.2       Amendment 1998-I to the Meade Instruments Corp.
          1997 Stock Incentive Plan.

4.3       Amendment 1998-II to the Meade Instruments Corp.
           1997 Stock Incentive Plan.

5.        Opinion of Counsel (opinion re legality).

23.1      Consent of Price Waterhouse LLP (consent of
          independent auditors).

23.2      Consent of Counsel (included in Exhibit 5).

24.       Power of Attorney (included in this
          Registration Statement under "Signatures").

----------------------
<1>  This exhibit was previously filed by the Company with the
     Commission in connection with the Company's Amendment No. 1
to a
     Registration Statement on Form S-1 (Registration No. 333-
21123),
     filed on February 27, 1997, and is incorporated herein by
this
     reference.