<PAGE>
 
         As filed with the Securities and Exchange Commission on May 21, 1996
                                    Registration No. 333-_______________________

================================================================================
                      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
                             1993 STOCK OPTION 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)

                            ________________________


                        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(1)       per Share(2)              Price(2)                 Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                      <C>                  <C>
Options to Purchase               2,000,000
Common Stock

Common Stock,
$0.01 par value                   2,000,000           $28.75                   $57,500,000          $19,827.55

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1993 Stock Option 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 the Registrant's outstanding shares
     of Common Stock.

(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
     May 16, 1996 as reported on the New York Stock Exchange.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          Measurex Corporation ("the Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 3, 1995;

          (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 3, 1996;

          (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.

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 his fiduciary duties
to the Registrant.  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

                                      II-1
<PAGE>
 
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.

Item 8.  Exhibits
         --------

Exhibit Number  Exhibit
- --------------  -------

    4.0         Instruments Defining Rights of Stockholders. Reference is made
                to Registrant's Registration Statement No. 0-108770 on Form 8-A
                and Amendment No. 1 thereto, which are incorporated herein by
                reference pursuant to Item 3(c) of this Registration Statement.
    5.0         Opinion and Consent of Brobeck, Phleger & Harrison LLP.
   23.1         Consent of Independent Auditors - Coopers & Lybrand.
   23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                Exhibit 5.
   24.0         Power of Attorney.  Reference is made to page II-4 of this
                Registration Statement.
   99.1         1993 Stock Option Plan.
   99.2*        Form of Notice of Grant of Stock Option and Stock Option
                Agreement (Non-Officer Employee).
   99.3*        Form of Notice of Grant of Stock Option and Stock Option
                Agreement (Director/Officer).
   99.4*        Addendum to Stock Option Agreement (Change in Control).
   99.5*        Addendum to Stock Option Agreement (Special Tax Elections).
   99.6*        Addendum to Stock Option Agreement (Limited Stock Appreciation
                Right).
   99.7*        Addendum to Stock Option Agreement (Financial Assistance).
   99.8*        Form of Notice of Grant of Stock Option and Stock Option
                Agreement (Non-Employee Director Automatic Stock Option).

   *  Exhibits 99.2 through 99.8 are incorporated herein by reference to
   Exhibits 99.2 through 99.8 of Registrant's Registration Statement No. 33-
   65762 on Form S-8 which was filed with the SEC on July 8, 1993.

                                      II-2
<PAGE>
 
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 1993 Stock Option 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 indemnification provisions summarized in Item 6
above, 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 17th day
of May, 1996.

                                             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
Robert McAdams, Jr. 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 17, 1996 
- -------------------------
(David A. Bossen)             Executive Officer (Principal 
                              Executive Officer)
 

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


/s/John C. Gingerich          President, Chief Operating           May 17, 1996
- -------------------------   
(John C. Gingerich)           Officer and Director


/s/ Robert McAdams, Jr.       Executive Vice President and Chief   May 17, 1996 
- -------------------------                            
(Robert McAdams, Jr.)         Financial Officer (Principal 
                              Financial and Accounting Officer) 
       

/s/ John W. Larson            Director                             May 17, 1996 
- -------------------------
(John W. Larson) 


                              Director                             ______, 1996 
- -------------------------                        
(J. W. McKittrick) 


/s/ Graham Tyson              Director                             May 17, 1996 
- -------------------------                            
(Graham Tyson) 


/s/ Paul Bancroft III         Director                             May 17, 1996 
- -------------------------                       
(Paul Bancroft III) 


/s/ Dwight C. Baum            Director                             May 17, 1996 
- -------------------------                          
(Dwight C. Baum) 


/s/ Orion L. Hoch             Director                             May 17, 1996 
- -------------------------                           
(Orion L. Hoch) 


/s/ Jeffery T. Grade          Director                             May 17, 1996 
- -------------------------                        
(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
                                 -------------



Exhibit
 Number               Exhibit
- -------               -------

   4.0      Instruments Defining Rights of Stockholders.  Reference is made to
            Registrant's Registration Statement No. 0-108770 on Form 8-A and
            Amendment No. 1 thereto, which are incorporated herein by reference
            pursuant to Item 3(c) of this Registration Statement.
   5.0      Opinion and Consent of Brobeck, Phleger & Harrison LLP.
  23.1      Consent of Independent Auditors - Coopers & Lybrand.
  23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
            5.
  24.0      Power of Attorney.  Reference is made to page II-4 of this
            Registration Statement.
  99.1      1993 Stock Option Plan.
  99.2*     Form of Notice of Grant of Stock Option and Stock Option Agreement
            (Non-Officer Employee).
  99.3*     Form of Notice of Grant of Stock Option and Stock Option Agreement
            (Director/Officer).
  99.4*     Addendum to Stock Option Agreement (Change in Control).
  99.5*     Addendum to Stock Option Agreement (Special Tax Elections).
  99.6*     Addendum to Stock Option Agreement (Limited Stock Appreciation
            Right).
  99.7*     Addendum to Stock Option Agreement (Financial Assistance).
  99.8*     Form of Notice of Grant of Stock Option and Stock Option Agreement
            (Non-Employee Director Automatic Stock Option).

  *  Exhibits 99.2 through 99.8 are incorporated herein by reference to Exhibits
  99.2 through 99.8 of Registrant's Registration Statement No. 33-65762 on Form
  S-8 which was filed with the SEC on July 8, 1993.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8   RE 1993 STOCK OPTION PLAN", "secsgml_size_bytes": 21729}]
{"company-data": {"conformed-name": "MEASUREX CORP /DE/", "cik": "0000751190", "assigned-sic": "3823", "irs-number": "941658697", "state-of-incorporation": "DE", "fiscal-year-end": "1127"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04175", "film-number": "96570545"}, "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 May 21, 1996
                                    Registration No. 333-_______________________

================================================================================
                      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
                             1993 STOCK OPTION 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)

                            ________________________

                        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(1)       per Share(2)              Price(2)                 Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Options to Purchase               2,000,000
Common Stock

Common Stock,
$0.01 par value                   2,000,000           $28.75                   $57,500,000          $19,827.55

- ------------------------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1993 Stock Option 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 the Registrant's outstanding shares
     of Common Stock.

(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
     May 16, 1996 as reported on the New York Stock Exchange.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          Measurex Corporation ("the Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 3, 1995;

          (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 3, 1996;

          (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.

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 his fiduciary duties
to the Registrant.  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

                                      II-1
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.

Item 8.  Exhibits
         --------

Exhibit Number  Exhibit
- --------------  -------

    4.0         Instruments Defining Rights of Stockholders. Reference is made
                to Registrant's Registration Statement No. 0-108770 on Form 8-A
                and Amendment No. 1 thereto, which are incorporated herein by
                reference pursuant to Item 3(c) of this Registration Statement.
    5.0         Opinion and Consent of Brobeck, Phleger & Harrison LLP.
   23.1         Consent of Independent Auditors - Coopers & Lybrand.
   23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                Exhibit 5.
   24.0         Power of Attorney.  Reference is made to page II-4 of this
                Registration Statement.
   99.1         1993 Stock Option Plan.
   99.2*        Form of Notice of Grant of Stock Option and Stock Option
                Agreement (Non-Officer Employee).
   99.3*        Form of Notice of Grant of Stock Option and Stock Option
                Agreement (Director/Officer).
   99.4*        Addendum to Stock Option Agreement (Change in Control).
   99.5*        Addendum to Stock Option Agreement (Special Tax Elections).
   99.6*        Addendum to Stock Option Agreement (Limited Stock Appreciation
                Right).
   99.7*        Addendum to Stock Option Agreement (Financial Assistance).
   99.8*        Form of Notice of Grant of Stock Option and Stock Option
                Agreement (Non-Employee Director Automatic Stock Option).

   *  Exhibits 99.2 through 99.8 are incorporated herein by reference to
   Exhibits 99.2 through 99.8 of Registrant's Registration Statement No. 33-
   65762 on Form S-8 which was filed with the SEC on July 8, 1993.

                                      II-2
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 1993 Stock Option 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 indemnification provisions summarized in Item 6
above, 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 17th day
of May, 1996.

                                             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
Robert McAdams, Jr. 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 17, 1996 
- -------------------------
(David A. Bossen)             Executive Officer (Principal 
                              Executive Officer)
 

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

/s/John C. Gingerich          President, Chief Operating           May 17, 1996
- -------------------------   
(John C. Gingerich)           Officer and Director

/s/ Robert McAdams, Jr.       Executive Vice President and Chief   May 17, 1996 
- -------------------------                            
(Robert McAdams, Jr.)         Financial Officer (Principal 
                              Financial and Accounting Officer) 
       

/s/ John W. Larson            Director                             May 17, 1996 
- -------------------------
(John W. Larson) 

                              Director                             ______, 1996 
- -------------------------                        
(J. W. McKittrick) 

/s/ Graham Tyson              Director                             May 17, 1996 
- -------------------------                            
(Graham Tyson) 

/s/ Paul Bancroft III         Director                             May 17, 1996 
- -------------------------                       
(Paul Bancroft III) 

/s/ Dwight C. Baum            Director                             May 17, 1996 
- -------------------------                          
(Dwight C. Baum) 

/s/ Orion L. Hoch             Director                             May 17, 1996 
- -------------------------                           
(Orion L. Hoch) 

/s/ Jeffery T. Grade          Director                             May 17, 1996 
- -------------------------                        
(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
                                 -------------

Exhibit
 Number               Exhibit
- -------               -------

   4.0      Instruments Defining Rights of Stockholders.  Reference is made to
            Registrant's Registration Statement No. 0-108770 on Form 8-A and
            Amendment No. 1 thereto, which are incorporated herein by reference
            pursuant to Item 3(c) of this Registration Statement.
   5.0      Opinion and Consent of Brobeck, Phleger & Harrison LLP.
  23.1      Consent of Independent Auditors - Coopers & Lybrand.
  23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
            5.
  24.0      Power of Attorney.  Reference is made to page II-4 of this
            Registration Statement.
  99.1      1993 Stock Option Plan.
  99.2*     Form of Notice of Grant of Stock Option and Stock Option Agreement
            (Non-Officer Employee).
  99.3*     Form of Notice of Grant of Stock Option and Stock Option Agreement
            (Director/Officer).
  99.4*     Addendum to Stock Option Agreement (Change in Control).
  99.5*     Addendum to Stock Option Agreement (Special Tax Elections).
  99.6*     Addendum to Stock Option Agreement (Limited Stock Appreciation
            Right).
  99.7*     Addendum to Stock Option Agreement (Financial Assistance).
  99.8*     Form of Notice of Grant of Stock Option and Stock Option Agreement
            (Non-Employee Director Automatic Stock Option).

  *  Exhibits 99.2 through 99.8 are incorporated herein by reference to Exhibits
  99.2 through 99.8 of Registrant's Registration Statement No. 33-65762 on Form
  S-8 which was filed with the SEC on July 8, 1993.