<PAGE>
 
            As filed with the Securities and Exchange Commission on June 7, 1996
                                                   Registration No. 333-________

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

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                             ____________________

                   INTEGRATED PACKAGING ASSEMBLY CORPORATION
            (Exact name of registrant as specified in its charter)

         CALIFORNIA                                         77-0309372
  ------------------------                              ------------------
  (State of Incorporation)                               (I.R.S. Employer
                                                        Identification No.)

                               2221 Oakland Road
                          San Jose, California 95131
         (Address of Principal Executive Offices, including Zip Code)
                   ________________________________________

                            1993 Stock Option Plan
                        1996 Director Stock Option Plan
                       1996 Employee Stock Purchase Plan
                           (Full title of the plans)
                   ________________________________________

                             Victor A. Batinovich
                     President and Chief Executive Officer

                   INTEGRATED PACKAGING ASSEMBLY CORPORATION
                               2221 Oakland Road
                          San Jose, California 95131
                                (408) 321-3600
           (Name, address and telephone number of agent for service)
                             ____________________

                                   Copy to:

                              Richard C. DeGolia
                    WILSON SONSINI GOODRICH & ROSATI, P.C.
                              650 Page Mill Road
                          Palo Alto, California 94304
                             ____________________

================================================================================
<PAGE>
 
<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE

===================================================================================================================
 
                                                               Proposed            Proposed         
                                                               Maximum             Maximum             Amount of
                                           Amount to be     Offering Price        Aggregate          Registration    
  Title of Securities to be Registered      Registered       Per Share(1)      Offering Price(1)         Fee
- -------------------------------------------------------------------------------------------------------------------
  <S>                                      <C>              <C>                <C>                   <C>
  Common Stock to be issued under             1,467,492             $7.346         $10,780,196          $3,717.31
  the 1993 Stock Option Plan
- -------------------------------------------------------------------------------------------------------------------
  Common Stock to be issued under               100,000              11.75           1,175,000             405.17
  the 1996 Director Stock Option
  Plan
- -------------------------------------------------------------------------------------------------------------------
  Common Stock to be issued under               400,000             9.9875           3,995,000           1,377.59
  the 1996 Employee Stock Purchase
  Plan
- -------------------------------------------------------------------------------------------------------------------
               Total                          1,967,492                            $15,950,196          $5,500.07
                                           ============                             ==========           ========
===================================================================================================================
</TABLE>

(1)  The Proposed Maximum Offering Price Per Share was estimated in part
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
     "Act") and, in part, pursuant to Rule 457(c) under the Act. Of the
     14,467,492 shares of Common Stock being registered under the 1993 Stock
     Option Plan (the "Option Plan"), 787,133 shares are subject to outstanding
     options to purchase Common Stock. The Proposed Maximum Offering Price Per
     Share with respect to such 787,133 shares was estimated pursuant to Rule
     457(h) by reference to the exercise price of such options. The weighted
     average exercise price of the 787,133 shares subject to outstanding options
     under the Option Plan is $3.54. With respect to the 680,359 shares of
     Common Stock available for future grant under the Option Plan and the
     100,000 shares of Common Stock available for future grant under the 1996
     Director Stock Option Plan (the "Director Plan"), the Proposed Maximum
     Offering Price Per Share was estimated pursuant to Rule 457(c) whereby the
     per share price was determined by reference to the average between the high
     and low price reported on the Nasdaq National Market on June 6, 1996, which
     average was $11.75 (the "FMV"). With respect to the 400,000 shares of
     Common Stock available for future grant under the 1996 Employee Stock
     Purchase (the "Purchase Plan"), the Proposed Maximum Offering Price Per
     Share was estimated in accordance with the Purchase Plan whereby the
     Proposed Maximum Offering price was determined at 85% of the FMV which is
     $9.9875. The numbers referenced above with respect to the Option Plan
     represent a weighted average of the foregoing estimates calculated in
     accordance with Rule 457(h) and Rule 457(c).
<PAGE>
 
                      REGISTRATION STATEMENT ON FORM S-8

                                    PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        --------------------------------------- 

        The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Integrated Packaging
Assembly Corporation (the "Company") are hereby incorporated by reference in
this Registration Statement:

        (a)    The Registrant's prospectus dated February 28, 1996 contained in
its Registration Statement on Form SB-2 (file no. 333-326-LA) filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
including any amendment or supplement thereto.

        (b)    The description of the Company's common stock which is contained
in the Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on February 7, 1996, and any description of any securities of
the Registrant which is contained in any registration statement filed after the
date hereof under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating any such description.

        All documents subsequently filed by the Company 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 registered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be 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.
        -------------------------------------- 

        Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650
Page Mill Road, Palo Alto, California 94304, has rendered an opinion to the
effect that the Common Stock offered hereby will, when issued in accordance with
the 1993 Option Plan, the Director Plan and the Purchase Plan be legally and
validly issued, fully paid and nonassessable. As of June 7, 1996, certain
members of Wilson Sonsini Goodrich & Rosati, and investment partnerships if
which such persons are partners, beneficially owned 76,633 shares of the
Company's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        ----------------------------------------- 

        The Company's Bylaws provide that the Company shall indemnify its
officers and directors and may indemnify its employees and other agents to the
fullest extent provided by California law, including those circumstances where
indemnification would otherwise be discretionary under California law. The
Company believes that indemnification under its Bylaws covers at least
negligence on the part of indemnified parties. The Bylaws authorize the use of
indemnification agreements and the Company has entered into such agreements with
each of its directors and officers. The Company has obtained officer and
director liability insurance with respect to certain matters, including matters
arising under the Securities Act. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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,

                                      II-1
<PAGE>
 
unenforceable.  At present, there is no pending litigation or proceeding
involving any director or officer, employee or agent of the Company where
indemnification will be required or permitted.   The Company is not aware of any
threatened litigation or proceeding which may result in a claim for such
indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        ----------------------------------- 

        Not applicable.

ITEM 8. EXHIBITS.
        -------- 

<TABLE> 
<CAPTION> 
    Exhibit
    Number             Description
    ------- ----------------------------------
    <S>        <C>  
         4.1*   Form of Common Stock Certificate.

         4.2*   1993 Stock Option Plan.

         4.3*   1996 Director Stock Option Plan.

         4.4*   1996 Employee Stock Purchase Plan.

         5.1    Opinion of Counsel as to legality of securities being registered.

        23.1    Consent of Independent Accountants.

        23.2    Consent of Counsel (contained in Exhibit 5.1).

        24.1    Power of Attorney (see page II-5).
</TABLE> 
_____________

*      Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (File No. 333-326-LA), as amended, filed with the Securities and
Exchange Commission on January 17, 1996.

                                      II-2
<PAGE>
 
ITEM 9. UNDERTAKINGS.
        ------------ 

        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.

        (4)    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 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.

        (5)    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
Exchange 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 Exchange Act
and will be governed by the final adjudication of such issue.

                                      II-3
<PAGE>
 
                                  SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on this 7th day
of June, 1996.

                            INTEGRATED PACKAGING ASSEMBLY CORPORATION


                            By: /s/ Victor A. Batinovich
                                ------------------------------------------------
                                     Victor A. Batinovich,
                                     President and Chief Executive Officer


                               POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Victor A. Batinovich and Tony Lin,
and each of them acting individually, as his or her attorney-in-fact, each with
full power of substitution, for him or her in any and all capacities, to sign
any and all 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 any substitute, may 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 by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
          Signature                           Title                       Date
 ---------------------------   ----------------------------------   ----------------
 <S>                           <C>                                  <C>  
 /s/ Victor A. Batinovich      Director, Chief Executive Officer    June 7, 1996
 ---------------------------                                       
 Victor A. Batinovich          and President (Principal Executive
                               Officer                           

 /s/ Tony Lin                  Chief Financial Officer (Principal   June 7, 1996
 ---------------------------                                        
 Tony Lin                      Financial and Accounting Officer) 

 /s/ Philip R. Chapman         Director                             June 7, 1996
 ---------------------------                                        
 Philip R. Chapman

 /s/ Gill Cogan                Director                             June 7, 1996
 ---------------------------                                        
 Gill Cogan

 /s/ Paul Low                  Director                             June 7, 1996
 ---------------------------                                        
 Paul Low

 /s/ Eric A. Young             Director                             June 7, 1996
 ---------------------------                                        
 Eric A. Young
</TABLE> 

                                      II-4
<PAGE>
 
                   INTEGRATED PACKAGING ASSEMBLY CORPORATION

                      REGISTRATION STATEMENT ON FORM S-8
                      ----------------------------------

                               INDEX TO EXHIBITS

<TABLE> 
<CAPTION> 
                                                    
  Exhibit                                           
  Number              Description                   
 --------  -------------------------------------    
 <S>       <C>                                      
    4.1*         Form of Common Stock Certificate.

    4.2*         1993 Stock Option Plan.

    4.3*         1996 Director Stock Option Plan.

    4.4*         1996 Employee Stock Purchase Plan

    5.1          Opinion of Counsel as to legality of
                 securities being registered.

   23.1          Consent of Independent Accountants.

   23.2          Consent of Counsel (contained in Exhibit 5.1).

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

_________________

*    Incorporated by reference to the Registrant's Registration Statement on
     Form SB-2 (File No. 333-326-LA), as amended, filed with the Securities and
     Exchange Commission on January 17, 1996.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18628}]
{"company-data": {"conformed-name": "INTEGRATED PACKAGING ASSEMBLY CORP", "cik": "0000924101", "assigned-sic": "3674", "irs-number": "770309372", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05571", "film-number": "96578586"}, "business-address": {"street1": "2221 OLD OAKLAND RD", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
As filed with the Securities and Exchange Commission on June 7, 1996
                                                   Registration No. 333-________

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

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                             ____________________

                   INTEGRATED PACKAGING ASSEMBLY CORPORATION
            (Exact name of registrant as specified in its charter)

         CALIFORNIA                                         77-0309372
  ------------------------                              ------------------
  (State of Incorporation)                               (I.R.S. Employer
                                                        Identification No.)

                               2221 Oakland Road
                          San Jose, California 95131
         (Address of Principal Executive Offices, including Zip Code)
                   ________________________________________

                            1993 Stock Option Plan
                        1996 Director Stock Option Plan
                       1996 Employee Stock Purchase Plan
                           (Full title of the plans)
                   ________________________________________

                             Victor A. Batinovich
                     President and Chief Executive Officer

                   INTEGRATED PACKAGING ASSEMBLY CORPORATION
                               2221 Oakland Road
                          San Jose, California 95131
                                (408) 321-3600
           (Name, address and telephone number of agent for service)
                             ____________________

                                   Copy to:

                              Richard C. DeGolia
                    WILSON SONSINI GOODRICH & ROSATI, P.C.
                              650 Page Mill Road
                          Palo Alto, California 94304
                             ____________________

================================================================================
CALCULATION OF REGISTRATION FEE

===================================================================================================================
 
                                                               Proposed            Proposed         
                                                               Maximum             Maximum             Amount of
                                           Amount to be     Offering Price        Aggregate          Registration    
  Title of Securities to be Registered      Registered       Per Share(1)      Offering Price(1)         Fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock to be issued under             1,467,492             $7.346         $10,780,196          $3,717.31
  the 1993 Stock Option Plan
- -------------------------------------------------------------------------------------------------------------------
  Common Stock to be issued under               100,000              11.75           1,175,000             405.17
  the 1996 Director Stock Option
  Plan
- -------------------------------------------------------------------------------------------------------------------
  Common Stock to be issued under               400,000             9.9875           3,995,000           1,377.59
  the 1996 Employee Stock Purchase
  Plan
- -------------------------------------------------------------------------------------------------------------------
               Total                          1,967,492                            $15,950,196          $5,500.07
                                           ============                             ==========           ========
===================================================================================================================
(1)  The Proposed Maximum Offering Price Per Share was estimated in part
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
     "Act") and, in part, pursuant to Rule 457(c) under the Act. Of the
     14,467,492 shares of Common Stock being registered under the 1993 Stock
     Option Plan (the "Option Plan"), 787,133 shares are subject to outstanding
     options to purchase Common Stock. The Proposed Maximum Offering Price Per
     Share with respect to such 787,133 shares was estimated pursuant to Rule
     457(h) by reference to the exercise price of such options. The weighted
     average exercise price of the 787,133 shares subject to outstanding options
     under the Option Plan is $3.54. With respect to the 680,359 shares of
     Common Stock available for future grant under the Option Plan and the
     100,000 shares of Common Stock available for future grant under the 1996
     Director Stock Option Plan (the "Director Plan"), the Proposed Maximum
     Offering Price Per Share was estimated pursuant to Rule 457(c) whereby the
     per share price was determined by reference to the average between the high
     and low price reported on the Nasdaq National Market on June 6, 1996, which
     average was $11.75 (the "FMV"). With respect to the 400,000 shares of
     Common Stock available for future grant under the 1996 Employee Stock
     Purchase (the "Purchase Plan"), the Proposed Maximum Offering Price Per
     Share was estimated in accordance with the Purchase Plan whereby the
     Proposed Maximum Offering price was determined at 85% of the FMV which is
     $9.9875. The numbers referenced above with respect to the Option Plan
     represent a weighted average of the foregoing estimates calculated in
     accordance with Rule 457(h) and Rule 457(c).
REGISTRATION STATEMENT ON FORM S-8

                                    PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        --------------------------------------- 

        The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Integrated Packaging
Assembly Corporation (the "Company") are hereby incorporated by reference in
this Registration Statement:

        (a)    The Registrant's prospectus dated February 28, 1996 contained in
its Registration Statement on Form SB-2 (file no. 333-326-LA) filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
including any amendment or supplement thereto.

        (b)    The description of the Company's common stock which is contained
in the Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on February 7, 1996, and any description of any securities of
the Registrant which is contained in any registration statement filed after the
date hereof under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating any such description.

        All documents subsequently filed by the Company 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 registered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be 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.
        -------------------------------------- 

        Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650
Page Mill Road, Palo Alto, California 94304, has rendered an opinion to the
effect that the Common Stock offered hereby will, when issued in accordance with
the 1993 Option Plan, the Director Plan and the Purchase Plan be legally and
validly issued, fully paid and nonassessable. As of June 7, 1996, certain
members of Wilson Sonsini Goodrich & Rosati, and investment partnerships if
which such persons are partners, beneficially owned 76,633 shares of the
Company's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        ----------------------------------------- 

        The Company's Bylaws provide that the Company shall indemnify its
officers and directors and may indemnify its employees and other agents to the
fullest extent provided by California law, including those circumstances where
indemnification would otherwise be discretionary under California law. The
Company believes that indemnification under its Bylaws covers at least
negligence on the part of indemnified parties. The Bylaws authorize the use of
indemnification agreements and the Company has entered into such agreements with
each of its directors and officers. The Company has obtained officer and
director liability insurance with respect to certain matters, including matters
arising under the Securities Act. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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,

                                      II-1
unenforceable.  At present, there is no pending litigation or proceeding
involving any director or officer, employee or agent of the Company where
indemnification will be required or permitted.   The Company is not aware of any
threatened litigation or proceeding which may result in a claim for such
indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        ----------------------------------- 

        Not applicable.

ITEM 8. EXHIBITS.
        --------
Exhibit
    Number             Description
    ------- ----------------------------------
4.1*   Form of Common Stock Certificate.

         4.2*   1993 Stock Option Plan.

         4.3*   1996 Director Stock Option Plan.

         4.4*   1996 Employee Stock Purchase Plan.

         5.1    Opinion of Counsel as to legality of securities being registered.

        23.1    Consent of Independent Accountants.

        23.2    Consent of Counsel (contained in Exhibit 5.1).

        24.1    Power of Attorney (see page II-5).
_____________

*      Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (File No. 333-326-LA), as amended, filed with the Securities and
Exchange Commission on January 17, 1996.

                                      II-2
ITEM 9. UNDERTAKINGS.
        ------------ 

        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.

        (4)    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 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.

        (5)    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
Exchange 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 Exchange Act
and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on this 7th day
of June, 1996.

                            INTEGRATED PACKAGING ASSEMBLY CORPORATION

                            By: /s/ Victor A. Batinovich
                                ------------------------------------------------
                                     Victor A. Batinovich,
                                     President and Chief Executive Officer

                               POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Victor A. Batinovich and Tony Lin,
and each of them acting individually, as his or her attorney-in-fact, each with
full power of substitution, for him or her in any and all capacities, to sign
any and all 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 any substitute, may 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 by the following persons in the
capacities and on the dates indicated:
Signature                           Title                       Date
 ---------------------------   ----------------------------------   ----------------
/s/ Victor A. Batinovich      Director, Chief Executive Officer    June 7, 1996
 ---------------------------                                       
 Victor A. Batinovich          and President (Principal Executive
                               Officer                           

 /s/ Tony Lin                  Chief Financial Officer (Principal   June 7, 1996
 ---------------------------                                        
 Tony Lin                      Financial and Accounting Officer) 

 /s/ Philip R. Chapman         Director                             June 7, 1996
 ---------------------------                                        
 Philip R. Chapman

 /s/ Gill Cogan                Director                             June 7, 1996
 ---------------------------                                        
 Gill Cogan

 /s/ Paul Low                  Director                             June 7, 1996
 ---------------------------                                        
 Paul Low

 /s/ Eric A. Young             Director                             June 7, 1996
 ---------------------------                                        
 Eric A. Young
II-4
INTEGRATED PACKAGING ASSEMBLY CORPORATION

                      REGISTRATION STATEMENT ON FORM S-8
                      ----------------------------------

                               INDEX TO EXHIBITS
Exhibit                                           
  Number              Description                   
 --------  -------------------------------------
4.1*         Form of Common Stock Certificate.

    4.2*         1993 Stock Option Plan.

    4.3*         1996 Director Stock Option Plan.

    4.4*         1996 Employee Stock Purchase Plan

    5.1          Opinion of Counsel as to legality of
                 securities being registered.

   23.1          Consent of Independent Accountants.

   23.2          Consent of Counsel (contained in Exhibit 5.1).

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

*    Incorporated by reference to the Registrant's Registration Statement on
     Form SB-2 (File No. 333-326-LA), as amended, filed with the Securities and
     Exchange Commission on January 17, 1996.