<PAGE>
 
           As filed with the Securities and Exchange Commission on June 17, 1994
                                     Registration No. 33-_______________________

===============================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                            -----------------------
                              MEASUREX CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                              94-1658697
       (State or other jurisdiction         (IRS Employer Identification No.)
     of incorporation or organization)

                      ONE RESULTS WAY, CUPERTINO, CA 95014
               (Address of principal executive office) (Zip Code)

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

                              MEASUREX CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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

                                DAVID A. BOSSEN
               CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                              MEASUREX CORPORATION
                      ONE RESULTS WAY, CUPERTINO, CA 95014
                    (Name and address of agent for service)
                                 (408) 255-1500
         (Telephone number, including area code, of agent for service)

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

       This Registration Statement shall become effective immediately upon
       filing with the Securities and Exchange Commission, and sales of the
       registered securities will begin as soon as reasonably practicable after
       such effective date.
                           -------------------------
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================
                                Proposed       Proposed
  Title of                       Maximum        Maximum
 Securities          Amount     Offering       Aggregate      Amount of
    to be            to be        Price        Offering      Registration
 Registered        Registered   per Share        Price           Fee
- -----------------------------------------------------------------------------------
<S>               <C>          <C>         <C>               <C>
Common Stock,
$0.01 par value    225,000(1)   $18.50(2)   $4,162,500.00(2)  $1,435.34
(Employee Stock
 Purchase Plan)
- -----------------------------------------------------------------------------------
</TABLE> 
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become  issuable under the Employee Stock Purchase Plan by
    reason of any stock dividend, stock split, recapitalization or other similar
    transaction effected without the receipt of consideration which results in
    an increase in the number of outstanding shares of Common Stock of Measurex
    Corporation.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the high and low selling
    prices per share of Common Stock of Measurex Corporation on June 13, 1994 as
    reported by the New York Stock Exchange.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    The contents of the Registration Statement on Form S-8 (File No. 2-67736)
and all Amendments thereto filed by Measurex Corporation (the "Registrant") with
the Securities and Exchange Commission (the "SEC") are hereby incorporated
herein by reference.


Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

          The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the SEC:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended November 28, 1993;

          (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended February 27, 1994; and

          (c) The Registrant's Registration Statement No. 0-108770 on Form 8-A
filed with the SEC on December 20, 1988, as amended by Form 8 filed with the SEC
on July 6, 1990, in which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), after the date of this Registration Statement
and 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 this
Registration Statement and to be a 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
          --------------------------------------

          Not Applicable.

                                      II-1
<PAGE>
 
Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

          The Registrant's Restated Certificate of Incorporation provides that
no director or member of the Executive Committee of the Registrant will be
personally liable to the Registrant or any of its stockholders for monetary
damages arising from the director's or member's breach of fiduciary duty.
However, this does not apply with respect to any action in which such person
would be liable under Section 174 of Title 8 of the Delaware General Corporation
Law, as amended (the "Delaware Law"), nor does it apply with respect to any
liability in which such person (i) breached his duty of loyalty to the
Registrant; (ii) did not act in good faith or, in failing to act, did not act in
good faith; (iii) acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law or (iv) derived
an improper personal benefit.

          Pursuant to the provisions of Section 145 of the Delaware Law every
corporation has power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the Registrant or of any corporation, partnership, joint venture, trust or
other enterprise for which he is or was serving in such capacity at the request
of the Registrant, against any and all expenses, judgments, fines and amounts
paid in settlement and reasonably incurred by him in connection with such
action, suit or proceeding.  The power to indemnify applies only if such person
acted in good faith and in a manner he reasonably believed to be in the best
interests, or not opposed to the best interests, of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

          The power to indemnify applies to actions brought by or in the right
of the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication of negligence or misconduct
unless the court, in its discretion, feels that in the light of all the
circumstances indemnification should apply.

          To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled pursuant to Section 145 of the Delaware Law to
indemnification as described above.  Section 145 of the Delaware Law also grants
power to advance litigation expenses upon receipt of any undertaking to repay
such advances in the event no right to indemnification is subsequently shown.  A
corporation may also obtain insurance at its expense to protect anyone who might
be indemnified, or has a right to insist on indemnification, under the statute.

          The Registrant has entered into indemnification agreements with
certain of its current officers and all of its current directors which provide
for indemnification to the fullest extent permitted by the Delaware Law,
including Section 145 thereof.  Such agreements have been approved by the
Registrant's stockholders.  The Registrant's stockholders also approved the use
of similar agreements which may be entered into from time to time with future
directors and/or future officers of the Registrant.


Item 7.  Exemption from Registration Claimed
         -----------------------------------

          Not Applicable.

                                      II-2
<PAGE>
 
Item 8.  Exhibits
         --------
<TABLE> 
<CAPTION> 
    Exhibit Number  Exhibit
    --------------  -------
    <C>             <S>
          5         Opinion and Consent of Brobeck, Phleger & Harrison.
          23.1      Consent of Independent Accountants - Coopers & Lybrand.
          23.2      Consent of Brobeck, Phleger & Harrison is contained in
                    Exhibit 5.
          24        Power of Attorney.  Reference is made to page II-4 of this
                    Registration Statement.
          99.1      Employee Stock Purchase Plan.
</TABLE> 

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, as amended (the "1933 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 clauses (1)(i) and (1)(ii) shall 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 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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 Registrant's Employee Stock Purchase Plan.

          B.    The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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.

          C.    Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been informed that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 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 Cupertino, State of California, on this 31st day
of May, 1994.

                                    MEASUREX CORPORATION

                                    By /s/ David A. Bossen
                                       -------------------
                                       David A. Bossen
                                       Chairman of the Board and Chief Executive
                                       Officer



                               POWER OF ATTORNEY
                               -----------------

KNOW ALL MEN BY THESE PRESENTS:

          That the undersigned officers and directors of Measurex Corporation, a
Delaware corporation, do hereby constitute and appoint David A. Bossen and Carl
A. Thomsen and each of them, the lawful attorneys and agents, with full power
and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement.  Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or any of them, shall do or cause to be done by virtue hereof.  This
Power of Attorney may be signed in several counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          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.


Signatures                  Title                              Date
- ----------                  -----                              ----



/s/ David A. Bossen         Chairman of the Board and Chief    May 31, 1994
- -------------------         Executive Officer (Principal
(David A. Bossen)           Executive Officer)
           
 

                                      II-4
<PAGE>
 
Signatures                  Title                          Date
- ----------                  -----                          ----



/s/John C. Gingerich        President and Chief Operating  May 31, 1994
- --------------------        Officer                                             
(John C. Gingerich)         



/s/ Carl A. Thomsen         Senior Vice President and Chief
- -------------------         Financial Officer                                 
(Carl A. Thomsen)           (Principal Financial           May 31, 1994
                            and Accounting Officer)



/s/ John W. Larson            Director                     May 31, 1994
- ------------------                                                  
(John W. Larson)



/s/ J. W. McKittrick          Director                     May 31, 1994
- --------------------                                                
(J. W. McKittrick)



/s/ Graham Tyson              Director                     May 31, 1994
- ----------------                                                    
(Graham Tyson)



/s/ Paul Bancroft III         Director                     May 31, 1994
- ---------------------                                               
(Paul Bancroft III)



/s/ Dwight C. Baum            Director                     May 31, 1994
- ------------------                                                  
(Dwight C. Baum)



/s/ Orion L. Hoch             Director                     May 31, 1994
- -----------------                                                   
(Orion L. Hoch)



/s/ Jeffery T. Grade          Director                     May 31, 1994
- --------------------                                                
(Jeffery T. Grade)

                                      II-5
<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933


                              MEASUREX CORPORATION
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


                                                               Sequentially
Exhibit                                                            Numbered
 Number                          Exhibit                               Page
- -------                          -------                               ----

  5         Opinion and Consent of Brobeck, Phleger & Harrison.
  23.1      Consent of Independent Accountants - 
               Coopers & Lybrand.
  23.2      Consent of Brobeck, Phleger & Harrison is 
               contained in Exhibit 5.
  24        Power of Attorney.  Reference is made to 
               page II-4 of this Registration Statement.
  99.1      Employee Stock Purchase Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19653}]
{"company-data": {"conformed-name": "MEASUREX CORP /DE/", "cik": "0000751190", "assigned-sic": "3823", "irs-number": "941658697", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-80468", "film-number": "00000000"}, "business-address": {"street1": "ONE RESULTS WAY", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4082551500"}, "mail-address": {"street1": "ONE RESULTS WAY", "city": "CUPERTINO", "state": "CA", "zip": "95014"}}
As filed with the Securities and Exchange Commission on June 17, 1994
                                     Registration No. 33-_______________________

===============================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                            -----------------------
                              MEASUREX CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                              94-1658697
       (State or other jurisdiction         (IRS Employer Identification No.)
     of incorporation or organization)

                      ONE RESULTS WAY, CUPERTINO, CA 95014
               (Address of principal executive office) (Zip Code)

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

                              MEASUREX CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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

                                DAVID A. BOSSEN
               CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                              MEASUREX CORPORATION
                      ONE RESULTS WAY, CUPERTINO, CA 95014
                    (Name and address of agent for service)
                                 (408) 255-1500
         (Telephone number, including area code, of agent for service)

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

       This Registration Statement shall become effective immediately upon
       filing with the Securities and Exchange Commission, and sales of the
       registered securities will begin as soon as reasonably practicable after
       such effective date.
                           -------------------------
                        CALCULATION OF REGISTRATION FEE
===================================================================================
                                Proposed       Proposed
  Title of                       Maximum        Maximum
 Securities          Amount     Offering       Aggregate      Amount of
    to be            to be        Price        Offering      Registration
 Registered        Registered   per Share        Price           Fee
- -----------------------------------------------------------------------------------
Common Stock,
$0.01 par value    225,000(1)   $18.50(2)   $4,162,500.00(2)  $1,435.34
(Employee Stock
 Purchase Plan)
- -----------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become  issuable under the Employee Stock Purchase Plan by
    reason of any stock dividend, stock split, recapitalization or other similar
    transaction effected without the receipt of consideration which results in
    an increase in the number of outstanding shares of Common Stock of Measurex
    Corporation.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the high and low selling
    prices per share of Common Stock of Measurex Corporation on June 13, 1994 as
    reported by the New York Stock Exchange.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    The contents of the Registration Statement on Form S-8 (File No. 2-67736)
and all Amendments thereto filed by Measurex Corporation (the "Registrant") with
the Securities and Exchange Commission (the "SEC") are hereby incorporated
herein by reference.

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

          The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the SEC:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended November 28, 1993;

          (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended February 27, 1994; and

          (c) The Registrant's Registration Statement No. 0-108770 on Form 8-A
filed with the SEC on December 20, 1988, as amended by Form 8 filed with the SEC
on July 6, 1990, in which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), after the date of this Registration Statement
and 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 this
Registration Statement and to be a 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
          --------------------------------------

          Not Applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

          The Registrant's Restated Certificate of Incorporation provides that
no director or member of the Executive Committee of the Registrant will be
personally liable to the Registrant or any of its stockholders for monetary
damages arising from the director's or member's breach of fiduciary duty.
However, this does not apply with respect to any action in which such person
would be liable under Section 174 of Title 8 of the Delaware General Corporation
Law, as amended (the "Delaware Law"), nor does it apply with respect to any
liability in which such person (i) breached his duty of loyalty to the
Registrant; (ii) did not act in good faith or, in failing to act, did not act in
good faith; (iii) acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law or (iv) derived
an improper personal benefit.

          Pursuant to the provisions of Section 145 of the Delaware Law every
corporation has power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the Registrant or of any corporation, partnership, joint venture, trust or
other enterprise for which he is or was serving in such capacity at the request
of the Registrant, against any and all expenses, judgments, fines and amounts
paid in settlement and reasonably incurred by him in connection with such
action, suit or proceeding.  The power to indemnify applies only if such person
acted in good faith and in a manner he reasonably believed to be in the best
interests, or not opposed to the best interests, of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

          The power to indemnify applies to actions brought by or in the right
of the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication of negligence or misconduct
unless the court, in its discretion, feels that in the light of all the
circumstances indemnification should apply.

          To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled pursuant to Section 145 of the Delaware Law to
indemnification as described above.  Section 145 of the Delaware Law also grants
power to advance litigation expenses upon receipt of any undertaking to repay
such advances in the event no right to indemnification is subsequently shown.  A
corporation may also obtain insurance at its expense to protect anyone who might
be indemnified, or has a right to insist on indemnification, under the statute.

          The Registrant has entered into indemnification agreements with
certain of its current officers and all of its current directors which provide
for indemnification to the fullest extent permitted by the Delaware Law,
including Section 145 thereof.  Such agreements have been approved by the
Registrant's stockholders.  The Registrant's stockholders also approved the use
of similar agreements which may be entered into from time to time with future
directors and/or future officers of the Registrant.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

          Not Applicable.

                                      II-2
Item 8.  Exhibits
         --------
Exhibit Number  Exhibit
    --------------  -------
5         Opinion and Consent of Brobeck, Phleger & Harrison.
          23.1      Consent of Independent Accountants - Coopers & Lybrand.
          23.2      Consent of Brobeck, Phleger & Harrison is contained in
                    Exhibit 5.
          24        Power of Attorney.  Reference is made to page II-4 of this
                    Registration Statement.
          99.1      Employee Stock Purchase Plan.
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, as amended (the "1933 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 clauses (1)(i) and (1)(ii) shall 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 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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 Registrant's Employee Stock Purchase Plan.

          B.    The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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.

          C.    Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been informed that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 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 Cupertino, State of California, on this 31st day
of May, 1994.

                                    MEASUREX CORPORATION

                                    By /s/ David A. Bossen
                                       -------------------
                                       David A. Bossen
                                       Chairman of the Board and Chief Executive
                                       Officer

                               POWER OF ATTORNEY
                               -----------------

KNOW ALL MEN BY THESE PRESENTS:

          That the undersigned officers and directors of Measurex Corporation, a
Delaware corporation, do hereby constitute and appoint David A. Bossen and Carl
A. Thomsen and each of them, the lawful attorneys and agents, with full power
and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement.  Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or any of them, shall do or cause to be done by virtue hereof.  This
Power of Attorney may be signed in several counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          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.

Signatures                  Title                              Date
- ----------                  -----                              ----

/s/ David A. Bossen         Chairman of the Board and Chief    May 31, 1994
- -------------------         Executive Officer (Principal
(David A. Bossen)           Executive Officer)
           
 

                                      II-4
Signatures                  Title                          Date
- ----------                  -----                          ----

/s/John C. Gingerich        President and Chief Operating  May 31, 1994
- --------------------        Officer                                             
(John C. Gingerich)         

/s/ Carl A. Thomsen         Senior Vice President and Chief
- -------------------         Financial Officer                                 
(Carl A. Thomsen)           (Principal Financial           May 31, 1994
                            and Accounting Officer)

/s/ John W. Larson            Director                     May 31, 1994
- ------------------                                                  
(John W. Larson)

/s/ J. W. McKittrick          Director                     May 31, 1994
- --------------------                                                
(J. W. McKittrick)

/s/ Graham Tyson              Director                     May 31, 1994
- ----------------                                                    
(Graham Tyson)

/s/ Paul Bancroft III         Director                     May 31, 1994
- ---------------------                                               
(Paul Bancroft III)

/s/ Dwight C. Baum            Director                     May 31, 1994
- ------------------                                                  
(Dwight C. Baum)

/s/ Orion L. Hoch             Director                     May 31, 1994
- -----------------                                                   
(Orion L. Hoch)

/s/ Jeffery T. Grade          Director                     May 31, 1994
- --------------------                                                
(Jeffery T. Grade)

                                      II-5
SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933

                              MEASUREX CORPORATION
EXHIBIT INDEX
                                 -------------

                                                               Sequentially
Exhibit                                                            Numbered
 Number                          Exhibit                               Page
- -------                          -------                               ----

  5         Opinion and Consent of Brobeck, Phleger & Harrison.
  23.1      Consent of Independent Accountants - 
               Coopers & Lybrand.
  23.2      Consent of Brobeck, Phleger & Harrison is 
               contained in Exhibit 5.
  24        Power of Attorney.  Reference is made to 
               page II-4 of this Registration Statement.
  99.1      Employee Stock Purchase Plan.