APPLIED FILMS CORP
8-A12G, 1997-09-18
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                               September 18, 1997


Securities and Exchange Commission
Filing Desk, Stop 1-4
450 Fifth Street, N. W.
Washington, D.C. 20549-1004

Re:      Applied Films Corporation (the "Company")
         Registration Statement on Form 8-A

Ladies and Gentlemen:

     Transmitted  with this letter please find a Registration  Statement on Form
8-A ("Registration Statement") for the Company.  Registrant hereby requests that
the effectiveness of this registration  pursuant to this Form 8-A be accelerated
to be concurrent with the  effectiveness of the Registration  Statement filed on
Form S-1 by the  Company  under the  Securities  Act of 1933  (Registration  No.
333-35331).

     This filing is transmitted  electronically  through the EDGAR system and is
subject  to  Regulation  ST.  Pursuant  to  Item  309,  only  one  copy  of this
electronically formatted document is transmitted.

     The  Company  has on file a  manually  signed  counterpart  of each  signed
document  that appears in  electronic  format in this  filing.  The Company will
retain such signed  documents  for a period of five years and will  furnish such
signed document to the Commission or its staff upon request.

     If you have any questions  regarding  this filing or require any additional
information,  please contact the undersigned by telephone at our expense.  Thank
you in advance for your attention and cooperation.

                                Yours very truly,

                     VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP


                            /s/ William J. Lawrence
                             William J. Lawrence III

mlh
Enclosure
<PAGE>
                                    FORM 8-A
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                            APPLIED FILMS CORPORATION
             (Exact name of registrant as specified in its charter)


                  Colorado                                841311581
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

         6797 Winchester Circle
            Boulder, CO                                     80301
(Address of principal executive offices)                 (Zip Code)


If this form relates to the                If this form relates to the
registration of a class of debt            registration of a class of debt
securities and is effective upon           securities and is to become effective
filing pursuant to General                 simultaneously with the
Instruction A(c)(1) please check           effectiveness of a concurrent
the following box.         o               registration statement under the
                                           Securities Act of 1933 pursuant to
                                           General Instruction A(c)(2) please
                                           check the following box.       o

Securities to be registered pursuant to Section 12(b) of the Act:

         Title of each class                    Name of each exchange on which
         to be so registered                    each class is to be registered

         None                                   Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:

                       Common Stock, without par value
                              (Title of Class)
<PAGE>
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.           Description of Registrant's Securities to be Registered.

     Reference  is  made  to  the   information  set  forth  under  the  caption
"Description of Capital Stock" in the Prospectus  contained in the  Registration
Statement on Form S-1 of the  registrant  filed with the Securities and Exchange
Commission  (Registration  No.  333-35331),  which  information is  incorporated
herein by reference, for a description of the registrant's Common Stock, without
par value.

Item 2.           Exhibits.

     1. Specimen Stock  Certificate for the registrant's  Common Stock,  without
par  value.  (Incorporated  by  reference  to  Exhibit  4.1 to the  registrant's
Registration Statement on Form S-1, Registration No. 333-35331).

     2(a). Amended and Restated Articles of Incorporation of the registrant,  as
amended   (Incorporated   by  reference  to  Exhibit  3.1  to  the  registrant's
Registration Statement on Form S-1 Registration No. 333-35331).

     2(b).  Amended  and  Restated  Bylaws of the  registrant  (Incorporated  by
reference to Exhibit 3.2 to the registrant's Registration Statement on Form S-1,
Registration No. 333-35331).


                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                           APPLIED FILMS CORPORATION


                                           By: /s/ Cecil Van Alsburg
                                              Cecil Van Alsburg
                                           President and Chief Executive Officer

                                           Date: September 16, 1997



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