As filed with the Securities and Exchange Commission on
                        December 12, 1997.
                                Registration No. 333-____________
                                                                 

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

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


                          Power-One, Inc.
      (Exact name of registrant as specified in its charter)
                        ___________________

       DELAWARE                                 77-0420182
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)              Identification No.)

    740 CALLE PLANO, CAMARILLO, CALIFORNIA 93012 (805) 987-8741
             (Address of principal executive offices)

           POWER-ONE, INC. EMPLOYEE STOCK PURCHASE PLAN
                     (Full title of the plan)

                         STEVEN J. GOLDMAN
                          740 CALLE PLANO
                   CAMARILLO, CALIFORNIA 93012 
              (Name and address of agent for service)
                        ___________________

   Telephone number, including area code, of agent for service: 
                          (805) 987-8741
                        ___________________

                            Copies to:

   STEVEN J. GOLDMAN                    KENDALL R. BISHOP
    740 CALLE PLANO                  O'MELVENY & MYERS LLP
CAMARILLO, CALIFORNIA 93012      1999 AVENUE OF THE STARS, SUITE 700
    (805) 987-8741               LOS ANGELES, CALIFORNIA  90067-6035
                                          (310) 246-6780


                 CALCULATION  OF REGISTRATION  FEE


<TABLE>
<CAPTION>
<S>                   <C>           <C>              <C>                <C>

                                   Proposed           Proposed
                                   maximum            maximum
Title of              Amount       offering           aggregate         Amount of
securities            to be        price per          offering          registration
to be registered      registered   share              price             fee

Common Stock,         3,000,000<1> $14.71875<2>       $44,156,250<2>    $13,027<2>
par value $.001       shares
per share

<FN>

<1>   This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, pursuant to
      Rule 416, an additional indeterminate number of shares
      which by reason of certain events specified in 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 December 9, 1997 reported in
      The Wall Street Journal.

<3>   The Exhibit Index included in this Registration Statement
      is at page 10.



</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 provided to employees as specified by Securities and
Exchange Commission Rule 428(b)(1).  Such documents need not be
filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  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 of 1933.


<PAGE>
                              PART II

                    INFORMATION REQUIRED IN THE
                      REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

           The following documents of Power-One, Inc. (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference: 

      (a)  Prospectus dated September 30, 1997 relating to the
           Company's initial public offering of stock (containing
           audited financial statements for the year ended December
           31, 1996); and

      (b)  Quarterly Report on Form 10-Q for the Company's fiscal
           quarter ended September 30, 1997; and

      (c)  The description of the Company's Common Stock contained
           in its Registration Statement on Form 8A dated August
           19, 1997, and any amendment or report filed for the
           purpose of updating such description.

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 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration
Statement 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 Company's Common Stock, par value $.001 per share
(the "Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.


ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not Applicable.


ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145 of the General Corporation Law of Delaware,
the Company's state of incorporation, allows Delaware companies to
provide certain indemnification rights for the benefit of their
officers, directors, employees and agents.  The Company's Restated
Certificate of Incorporation ("Certificate") and Amended and
Restated Bylaws ("Bylaws") contain indemnification provisions
covering directors, employees and agents of the Company.

           The Certificate requires the Company to indemnify a
person covered by the indemnification provisions ("Indemnitee") 
to the fullest extent permitted by applicable law.  The
indemnification is for expenses, liabilities and losses (including
but not limited to attorney's fees, judgments, amounts paid in
settlements, fines and penalties) (collectively, the "Expenses")
reasonably incurred by an Indemnitee named or involved in a
threatened, pending or completed proceeding whether civil,
administrative or criminal in nature. 

           An Indemnitee is not entitled to indemnification in 
the following circumstances.  The first is when a proceeding is
initiated by him/her without the Company's prior approval.  The
second is when an Indemnitee's conduct (which is the subject of 
the proceeding) does not meet the standard of conduct (see 
below) called for under the Delaware indemnification statutes. 
Additionally, if an Indemnitee is found liable for negligence or
misconduct in the performance of his/her duty to the Company in 
the proceeding for which indemnification is sought, he/she may be
indemnified but only if the court in which the proceeding was
brought finds that the Indemnitee is entitled to indemnification 
of expenses (and at an amount) which the court deems appropriate.

           The determination of whether an Indemnitee has met the
necessary standard of conduct may be made by a majority of the
Board of Directors of the Company who are not a party to the
proceeding, or the Company's legal counsel pursuant to the Board's
request, or the Company's stockholders.  An Indemnitee's standard
of conduct called for by the Delaware statute on civil disputes
requires that he/she acted in good faith and in a manner he/she
reasonably believed to be in, or not opposed to, the best interests
of the Company.  The applicable standard on criminal matters
requires that the Indemnitee have no reasonable cause to believe
that his/her conduct was unlawful.

           The Company will reimburse Expenses incurred by an
Indemnitee who is an officer of director of the Company in
defending a proceeding even if it has not been finally resolved but
only if the officer/director promises in writing to reimburse the
Company for amounts advanced in case it is determined that the
officer/director was not entitled to be indemnified by the Company. 
In case an indemnity claim is not paid within 30 days of written
payment demand, the Company may be liable for the Indemnitee's
costs of enforcing his indemnity rights. 

           The indemnification provisions in the Certificate and
Bylaws are not intended to and do not supersede, diminish or
replace any other indemnity rights that an Indemnitee may presently
have or acquire in the future due to, but not limited to, statutory
changes, contract(s) entered into, action by the stockholders or
the Board of Directors.  Moreover, any repeal or modification of
the current indemnification provisions in the Certificate or Bylaws
will not diminish any indemnification rights that an Indemnitee may
have had with respect to proceedings which arose prior to the
repeal or modification of the indemnification provisions. 

           In case some or all of the indemnification provisions in
the Certificate or Bylaws are legally invalidated, the Company will
continue to be obligated to indemnify an Indemnitee for Expenses
for which indemnification is available under the indemnification 
provisions which were not legally invalidated and to the full 
extent permitted by applicable law.

           The Company's Certificate eliminates personal liability
of directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for: 
(i) any breach of the duty of loyalty to the Company or its
stockholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law;
(iii) liability under Section 174 of the Delaware General
Corporation Law relating to certain unlawful dividends and stock
repurchases; or (iv) any transaction from which the director
derived an improper personal benefit.

           Individual indemnification agreements (the
"Indemnification Agreements") have been entered into by the Company
with its directors, executive officers, and certain other officers. 
The Indemnification Agreements provide for indemnification to the
fullest extent permitted by law and provide contractual assurance
to directors and officers that indemnity and advancement of
expenses will be available to them regardless of any amendment or
revocation of the Company's Bylaws.

           The Company's Bylaws permit the Company to purchase and
maintain insurance on behalf of any director, officer, employee or
agent of the Company against liability asserted against him or her
in any such capacity, whether or not the Company would have the
power to indemnify him or her against such liability under the
provisions of the Bylaws.


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable. 


ITEM 8.    EXHIBITS

           See the attached Exhibit Index.


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 of 1933 (the
           "Securities Act");

                (ii)      To reflect in the prospectus any facts
           or events arising after the effective date of the
           Registration Statement (or the most recent post-
           effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the
           information set forth in the Registration Statement;
           and

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

                Provided, however, that paragraphs (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
      pursuant to Section 13 or Section 15(d) of the Securities
      Exchange Act of 1934 (the "Exchange Act") that are
      incorporated by reference 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 regis-
      tration 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 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.

      (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 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 Securities Act and will be governed by the final
adjudication of such issue.



<PAGE>


                            SIGNATURES

           Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of
California, on December 12, 1997.


                               POWER-ONE, INC.


                          By:  /s/  Steven J. Goldman 
                                    Steven J. Goldman
                                    Chief Executive Officer



                         POWER OF ATTORNEY

           Each person whose signature appears below constitutes
and appoints Steven J. Goldman and Eddie K. Schnopp his true and
lawful attorneys-in-fact and agents, each acting alone, 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
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, 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, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
<S>                         <C>                                        <C>
SIGNATURE                   TITLE                                      DATE

/s/ Steven J. Goldman     President, Chief Executive Officer and
Steven J. Goldman         Director                                   December 12, 1997

/s/ Eddie K. Schnopp      Vice President, Chief Financial Officer 
Eddie K. Schnopp          and Secretary (chief financial officer 
                          and principal accounting officer)          December 12, 1997

/s/ Jon E.M. Jacoby       Director                                   December 12, 1997
Jon E.M. Jacoby      

/s/ Douglas H. Martin     Director                                   December 12, 1997
Douglas H. Martin   

/s/ Albert Y.C. Yu        Director                                   December 12, 1997
Albert Y.C. Yu  

</TABLE>
<PAGE>


                           EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>                 <C>                                        <C>
Exhibit                                                        Sequentially
Number              Description                                Numbered Page

4.1                 Employee Stock Purchase Plan*               --
4.2                 Form of Subscription Agreement              11
5                   Opinion of O'Melveny & Myers LLP 
                    (opinion re legality)                       12
24.1                Consent of Independent Auditors'            13
24.2                Consent of O'Melveny & Myers LLP 
                    (included in Exhibit 5)                     12
25                  Power of Attorney (included in 
                    this Registration Statement under 
                    "Signatures")                               9

*  Incorporated by reference from the Company's Registration
   Statement File No. 333-32889.


<PAGE>

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19751}]
{"company-data": {"conformed-name": "POWER ONE INC", "cik": "0001042825", "assigned-sic": "3679", "irs-number": "770420182", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42079", "film-number": "97736928"}, "business-address": {"street1": "740 CALLE PLANO", "city": "CAMARILLO", "state": "CA", "zip": "93012", "phone": "8059878741"}, "mail-address": {"street1": "740 CALLE PLANO", "city": "CAMARILLO", "state": "CA", "zip": "93012"}}
As filed with the Securities and Exchange Commission on
                        December 12, 1997.
                                Registration No. 333-____________
                                                                 

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

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

                          Power-One, Inc.
      (Exact name of registrant as specified in its charter)
                        ___________________

       DELAWARE                                 77-0420182
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)              Identification No.)

    740 CALLE PLANO, CAMARILLO, CALIFORNIA 93012 (805) 987-8741
             (Address of principal executive offices)

           POWER-ONE, INC. EMPLOYEE STOCK PURCHASE PLAN
                     (Full title of the plan)

                         STEVEN J. GOLDMAN
                          740 CALLE PLANO
                   CAMARILLO, CALIFORNIA 93012 
              (Name and address of agent for service)
                        ___________________

   Telephone number, including area code, of agent for service: 
                          (805) 987-8741
                        ___________________

                            Copies to:

   STEVEN J. GOLDMAN                    KENDALL R. BISHOP
    740 CALLE PLANO                  O'MELVENY & MYERS LLP
CAMARILLO, CALIFORNIA 93012      1999 AVENUE OF THE STARS, SUITE 700
    (805) 987-8741               LOS ANGELES, CALIFORNIA  90067-6035
                                          (310) 246-6780

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

Common Stock,         3,000,000<1> $14.71875<2>       $44,156,250<2>    $13,027<2>
par value $.001       shares
per share
<1>   This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, pursuant to
      Rule 416, an additional indeterminate number of shares
      which by reason of certain events specified in 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 December 9, 1997 reported in
      The Wall Street Journal.

<3>   The Exhibit Index included in this Registration Statement
      is at page 10.
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 provided to employees as specified by Securities and
Exchange Commission Rule 428(b)(1).  Such documents need not be
filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  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 of 1933.
PART II

                    INFORMATION REQUIRED IN THE
                      REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

           The following documents of Power-One, Inc. (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference: 

      (a)  Prospectus dated September 30, 1997 relating to the
           Company's initial public offering of stock (containing
           audited financial statements for the year ended December
           31, 1996); and

      (b)  Quarterly Report on Form 10-Q for the Company's fiscal
           quarter ended September 30, 1997; and

      (c)  The description of the Company's Common Stock contained
           in its Registration Statement on Form 8A dated August
           19, 1997, and any amendment or report filed for the
           purpose of updating such description.

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 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration
Statement 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 Company's Common Stock, par value $.001 per share
(the "Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145 of the General Corporation Law of Delaware,
the Company's state of incorporation, allows Delaware companies to
provide certain indemnification rights for the benefit of their
officers, directors, employees and agents.  The Company's Restated
Certificate of Incorporation ("Certificate") and Amended and
Restated Bylaws ("Bylaws") contain indemnification provisions
covering directors, employees and agents of the Company.

           The Certificate requires the Company to indemnify a
person covered by the indemnification provisions ("Indemnitee") 
to the fullest extent permitted by applicable law.  The
indemnification is for expenses, liabilities and losses (including
but not limited to attorney's fees, judgments, amounts paid in
settlements, fines and penalties) (collectively, the "Expenses")
reasonably incurred by an Indemnitee named or involved in a
threatened, pending or completed proceeding whether civil,
administrative or criminal in nature. 

           An Indemnitee is not entitled to indemnification in 
the following circumstances.  The first is when a proceeding is
initiated by him/her without the Company's prior approval.  The
second is when an Indemnitee's conduct (which is the subject of 
the proceeding) does not meet the standard of conduct (see 
below) called for under the Delaware indemnification statutes. 
Additionally, if an Indemnitee is found liable for negligence or
misconduct in the performance of his/her duty to the Company in 
the proceeding for which indemnification is sought, he/she may be
indemnified but only if the court in which the proceeding was
brought finds that the Indemnitee is entitled to indemnification 
of expenses (and at an amount) which the court deems appropriate.

           The determination of whether an Indemnitee has met the
necessary standard of conduct may be made by a majority of the
Board of Directors of the Company who are not a party to the
proceeding, or the Company's legal counsel pursuant to the Board's
request, or the Company's stockholders.  An Indemnitee's standard
of conduct called for by the Delaware statute on civil disputes
requires that he/she acted in good faith and in a manner he/she
reasonably believed to be in, or not opposed to, the best interests
of the Company.  The applicable standard on criminal matters
requires that the Indemnitee have no reasonable cause to believe
that his/her conduct was unlawful.

           The Company will reimburse Expenses incurred by an
Indemnitee who is an officer of director of the Company in
defending a proceeding even if it has not been finally resolved but
only if the officer/director promises in writing to reimburse the
Company for amounts advanced in case it is determined that the
officer/director was not entitled to be indemnified by the Company. 
In case an indemnity claim is not paid within 30 days of written
payment demand, the Company may be liable for the Indemnitee's
costs of enforcing his indemnity rights. 

           The indemnification provisions in the Certificate and
Bylaws are not intended to and do not supersede, diminish or
replace any other indemnity rights that an Indemnitee may presently
have or acquire in the future due to, but not limited to, statutory
changes, contract(s) entered into, action by the stockholders or
the Board of Directors.  Moreover, any repeal or modification of
the current indemnification provisions in the Certificate or Bylaws
will not diminish any indemnification rights that an Indemnitee may
have had with respect to proceedings which arose prior to the
repeal or modification of the indemnification provisions. 

           In case some or all of the indemnification provisions in
the Certificate or Bylaws are legally invalidated, the Company will
continue to be obligated to indemnify an Indemnitee for Expenses
for which indemnification is available under the indemnification 
provisions which were not legally invalidated and to the full 
extent permitted by applicable law.

           The Company's Certificate eliminates personal liability
of directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for: 
(i) any breach of the duty of loyalty to the Company or its
stockholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law;
(iii) liability under Section 174 of the Delaware General
Corporation Law relating to certain unlawful dividends and stock
repurchases; or (iv) any transaction from which the director
derived an improper personal benefit.

           Individual indemnification agreements (the
"Indemnification Agreements") have been entered into by the Company
with its directors, executive officers, and certain other officers. 
The Indemnification Agreements provide for indemnification to the
fullest extent permitted by law and provide contractual assurance
to directors and officers that indemnity and advancement of
expenses will be available to them regardless of any amendment or
revocation of the Company's Bylaws.

           The Company's Bylaws permit the Company to purchase and
maintain insurance on behalf of any director, officer, employee or
agent of the Company against liability asserted against him or her
in any such capacity, whether or not the Company would have the
power to indemnify him or her against such liability under the
provisions of the Bylaws.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable. 

ITEM 8.    EXHIBITS

           See the attached Exhibit Index.

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 of 1933 (the
           "Securities Act");

                (ii)      To reflect in the prospectus any facts
           or events arising after the effective date of the
           Registration Statement (or the most recent post-
           effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the
           information set forth in the Registration Statement;
           and

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

                Provided, however, that paragraphs (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
      pursuant to Section 13 or Section 15(d) of the Securities
      Exchange Act of 1934 (the "Exchange Act") that are
      incorporated by reference 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 regis-
      tration 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 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.

      (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 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

           Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of
California, on December 12, 1997.

                               POWER-ONE, INC.

                          By:  /s/  Steven J. Goldman 
                                    Steven J. Goldman
                                    Chief Executive Officer

                         POWER OF ATTORNEY

           Each person whose signature appears below constitutes
and appoints Steven J. Goldman and Eddie K. Schnopp his true and
lawful attorneys-in-fact and agents, each acting alone, 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
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, 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, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities and on the dates
indicated.
SIGNATURE                   TITLE                                      DATE

/s/ Steven J. Goldman     President, Chief Executive Officer and
Steven J. Goldman         Director                                   December 12, 1997

/s/ Eddie K. Schnopp      Vice President, Chief Financial Officer 
Eddie K. Schnopp          and Secretary (chief financial officer 
                          and principal accounting officer)          December 12, 1997

/s/ Jon E.M. Jacoby       Director                                   December 12, 1997
Jon E.M. Jacoby      

/s/ Douglas H. Martin     Director                                   December 12, 1997
Douglas H. Martin   

/s/ Albert Y.C. Yu        Director                                   December 12, 1997
Albert Y.C. Yu
EXHIBIT INDEX
Exhibit                                                        Sequentially
Number              Description                                Numbered Page

4.1                 Employee Stock Purchase Plan*               --
4.2                 Form of Subscription Agreement              11
5                   Opinion of O'Melveny & Myers LLP 
                    (opinion re legality)                       12
24.1                Consent of Independent Auditors'            13
24.2                Consent of O'Melveny & Myers LLP 
                    (included in Exhibit 5)                     12
25                  Power of Attorney (included in 
                    this Registration Statement under 
                    "Signatures")                               9

*  Incorporated by reference from the Company's Registration
   Statement File No. 333-32889.