As filed with the Securities and Exchange Commission on July 28, 2002

Registration No:333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

CEPHEID
(Exact Name of Registrant as Specified in its Charter)

California
(State or Other Jurisdiction
of Incorporation or
Organization) 77-0441625
(I.R.S. Employer
Identification No.)

904 Caribbean Drive
Sunnyvale, CA 94089-11189
(Address of Principal Executive Offices)

1997 STOCK OPTION PLAN (as amended)
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)

John L. Bishop
Chief Executive Officer
Cepheid
904 Caribbean Drive
Sunnyvale, CA 94086-1302
(Name and Address of Agent For Service)
(408) 541-4191
(Telephone Number, Including Area Code, of Agent For Service)

Copies to:
Douglas N. Cogen
FENWICK & WEST LLP
275 Battery Street
San Francisco, CA 94111
Telephone: (415) 875-2300
Facsimile: (415)281-1350

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	999,238	$4.935	$4,931,240	$453.67

(1) Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

(2) Estimated solely for the purpose of computing the amount of registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Registrant's Common Stock reported on the Nasdaq National Market on June 26,2002.

Explanatory Note: This Registration Statement on Form S-8 relates to the issuance of up to shares of the Company’s Common Stock (the “Shares”). Of the Shares, 799,390 are issuable pursuant to an evergreen provision in the Company’s 1997 Stock Option Plan, as amended, and 199,848 are issuable pursuant to an evergreen provision in the Company’s 2000 Employee Stock Purchase Plan.

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

This registration statement on Form S-8 registers an aggregate of 999,847 additional shares of common stock automatically reserved for issuance upon exercise of stock options granted under the Registrant’s 1997 Stock Option Plan, as amended, and 2000 Employee Stock Purchase Plan, pursuant to the terms of each such plan. This registration statement on Form S-8 hereby incorporates by reference: (a) the contents of the Registrant’s registration statement on Form S-8 (Registration No. 333-65844) filed with the Securities and Exchange Commission on July 25, 2001 and (b) the contents of the Registrant’s registration statement on Form S-8 (Registration No. 333-41682) filed with the Securities and Exchange Commission on July 18, 2000.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Sunnyvale, State of California, on this 28th day of June, 2002.

CEPHEID

By:/s/John L. Bishop                                                          
         John L. Bishop
         Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints John L. Bishop and Catherine A. Smith his or her true and lawful attorneys in fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to the registration statement on Form S-8, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities as of June 28 2002.

Signature	Title	Date
/s/ Thomas L. Gutshall                           Thomas L. Gutshall	Chairman of the Board	June 28, 2002
/s/ John L. Bishop                                  John L. Bishop	Chief Executive Officer and Director (PrincipalExecutive Officer)	June 28, 2002
/s/ Kurt Petersen                                    Kurt Petersen, Ph.D	President, Chief Operating Officer and Director	June 28, 2002
/s/ Catherine A. Smith                            Catherine A. Smith	Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer)	June 28, 2002
/s/ Gerald S. Casilli                                Gerald S. Casilli	Director	June 28, 2002
/s/ Cristina H. Kepner                            Cristina H. Kepner	Director	June 28, 2002
/s/ Robert J. Easton                                Robert J. Easton	Director	June 28, 2002
/s/ Dean O. Morton                                Dean O. Morton	Director	June 28, 2002
/s/ Hollings C. Renton                            Hollings C. Renton	Director	June 28, 2002

INDEX TO EXHIBITS

Item No.	Description of Exhibits
5.1	Opinion of Fenwick & West LLP
23.1	Consent of Ernst & Young LLP, Independent Auditors
23.2	Consent of Fenwick & West LLP (filed as part of Exhibit 5)
24.1	Power of Attorney (page II-4)