<SUBMISSION>
<ACCESSION-NUMBER>0000912057-00-049176
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20001113
<EFFECTIVENESS-DATE>20001113
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ADVANCED POWER TECHNOLOGY INC
<CIK>0001114973
<ASSIGNED-SIC>3674
<IRS-NUMBER>930875072
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-49800
<FILM-NUMBER>761503
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>405 SW COLUMBIA STREET
<CITY>BEND
<STATE>OR
<ZIP>97702
<PHONE>5413828028
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>405 SW COLUMBIA STREET
<CITY>BEND
<STATE>OR
<ZIP>97702
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a2030826zs-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                         ADVANCED POWER TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                                  93-0875072
    (State or Other Jurisdiction of                    (I.R.S. Employer
    Incorporation or Organization)                     Identification No.)

                  405 S.W. Columbia Street, Bend, Oregon 97702
                                 (541) 382-8028
          (Address of Principal Executive Offices, including Zip Code)

                ADVANCED POWER TECHNOLOGY, INC. STOCK OPTION PLAN
                            (Full Title of the Plan)

                            405 S.W. Columbia Street
                               Bend, Oregon 97702
                    (Address of principal executive offices)

                                 (541) 382-8028
     (Telephone Number, Including Area Code, of principal executive offices)

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

                                    Copy to:
                                  David C. Baca
                              Gustavo J. Cruz, Jr.
                            Davis Wright Tremaine LLP
                       1300 S.W. Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-5682
                                 (503) 241-2300


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================
Title of Securities to     Amount to be   Proposed Maximum     Proposed Maximum     Amount of
be Registered              Registered     Offering Price Per   Aggregate Offering   Registration Fee
                                          Share(1)             Price
-------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>                 <C>                  <C>
Common Stock                1,500,000        $25.59              $38,385,000          $10,133.64
=======================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee. The
     price per share is estimated to be $25.59 as of the close of trading on
     November 10, 2000.

                                                                    Page 1 of 15
<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.(1)

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.(2)






--------
(1)  Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
     of Form S-8.
(2)  Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
     of Form S-8.


                                                                    Page 2 of 15
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference into this
Registration Statement:

     (a)  The Registrant's most recent prospectus filed pursuant to Rule 424(b)
          containing audited financial statements in the registration statement
          on Form S-1, filed under File No. 333-38418 and declared effective on
          August 7, 2000;

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 since the end of the fiscal year
          covered by the Registrant document referred to in (a) above; and

     (c)  The Registrant's description of securities contained in the
          registration statement on Form S-1, filed under File No. 333-38418 and
          declared effective on August 7, 2000.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
the filing of such documents with the Commission.

ITEM 4. DESCRIPTION OF SECURITIES.

     The securities to be offered pursuant to this Registration Statement
include non-statutory and incentive stock options (collectively the "Options")
to purchase shares of Common Stock (the "Shares") of the Registrant. There is no
established trading market for the Options. The Shares are listed and traded on
the National Association of Securities Dealers Automated Quotation System -
National Market ("NASDAQ-NM") under the symbol "APTI." During the ninety-day
period ended November 10, 1999 the Shares traded at a range between $17.81 (low)
and $49.63 (high) per Share. The closing price on November 10, 2000 was $25.00.

     The total number of shares that may be purchased pursuant to options that
may be granted under the Plan shall not exceed 1,500,000.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant has authority under applicable provisions of the Delaware
General Corporation Law to indemnify its directors and officers to the extent
provided under such Act. The Registrant's Bylaws, amended and restated May 31,
2000, contain additional indemnification provisions for the benefit of certain
directors and officers of the Registrant.


                                                                    Page 3 of 15
<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The following Exhibits are filed as a part of this Registration Statement:

Exhibit
Number                     Description
------                     -----------

 3.1       Articles of Incorporation (1)

 3.2       Bylaws(1)

 4.1       Reference is made to Exhibits 3.1 and 3.2

10.3       Advanced Power Technology, Inc. Stock Option Plan Summary

 5.1       Opinion of Davis Wright Tremaine.

23.1       Consent of Davis Wright Tremaine, contained in opinion filed as
           Exhibit 5.1.

23.2       Consent of Independent Auditors.

24.1       Power of Attorney (see signature page).


---------
(1)  Incorporated by reference to Registrant's Registration Statement on Form
     S-1, as amended and filed with the commission on August 7, 2000 (File No.
     333-38418)


                                                                    Page 4 of 15
<PAGE>

ITEM 9. UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes to do the following:

          (1)  File, during any period in which it offers or sells securities, a
               post-effective amendment to this registration statement to:

               (i)  Include any prospectus required by Section 10(a)(3) of the
                    Securities Act;

               (ii) Reflect in the prospectus facts or events which,
                    individually or together, represent a fundamental change in
                    the information in the registration statement; and

              (iii) Include any additional or changed material information on
                    the plan of distribution.

          (2)  For determining liability under the Securities Act, treat each
               post-effective amendment as a new registration statement of the
               securities offered, and the offering of the securities at that
               time to be the initial BONA FIDE offering.

          (3)  File a post-effective amendment to remove from registration any
               of the securities that remain unsold at the end of the offering.

     (b)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the 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 Act and will be
          governed by the final adjudication of such issue.

     (c)  (1)  For determining any liability under the Securities Act, treat the
               information omitted from the form of prospectus filed as part of
               this registration statement in reliance upon Rule 430A and
               contained in a form of prospectus filed by the Registrant
               pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities
               Act as part of this registration statement as of the time the
               Commission declared it effective.

          (2)  For determining any liability under the Securities Act, treat
               each post-effective amendment that contains a form of prospectus
               as a new registration statement for the securities offered in the
               registration statement, and offering of the securities at that
               time as the initial BONA FIDE offering of those securities.


                                                                    Page 5 of 15
<PAGE>

                                   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 Bend, State of Oregon, on the 13th day of November
2000.

                                        ADVANCED POWER TECHNOLOGY, INC.,
                                        A DELAWARE CORPORATION


                                        By:    /s/ Patrick P.H. Sireta
                                           -----------------------------------
                                        Patrick P.H. Sireta
                                        President

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of Advanced Power Technology,
Inc., hereby severally and individually constitute and appoint Patrick P.H.
Sireta and Greg M. Haugen, and each of them, as true and lawful attorneys in
fact for the undersigned, in any and all capacities, with full power of
substitution, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys in fact, and each of them,
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, or any of them, may lawfully do
or cause to be done by virtue of this appointment.

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

<TABLE>
<CAPTION>
             SIGNATURE                                   TITLE                               DATE
             ---------                                   -----                               ----

<S>                                   <C>                                             <C>
     /s/ Patrick P.H. Sireta          President, Chief Executive Officer and          November 13, 2000
---------------------------------     Chairman of the Board (principal executive
Patrick P.H. Sireta                   officer)


      /s/ Greg M. Haugen              Chief Financial Officer (principal              November 13, 2000
-------------------------------       financial and accounting officer)
Greg M. Haugen

     /s/ Douglas S. Schatz            Director                                        November 13, 2000
--------------------------------
Douglas S. Schatz

     /s/ James E. Petersen            Director                                        November 13, 2000
---------------------------------
James E. Petersen

    /s/ Robert C. Pearson             Director                                        November 13, 2000
--------------------------------
Robert C. Pearson
</TABLE>


                                                                    Page 6 of 15
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit                                                                               Sequentially
Number                             Description                                       Numbered Pages
------                             -----------                                       --------------
<S>       <C>                                                                        <C>
  4.1     Articles of Incorporation dated March 23, 1992 and restated on May 31,
          2000, incorporated by reference from the Registrant's
          registration statement on Form S-1 filed under File No.
          333-38418 and declared effective on August 7, 2000.

  4.2     Bylaws restated on May 31, 2000, incorporated by reference from
          the Registrant's registration statement on Form S-1 filed under
          File No. 333-38418 and declared effective on August 7, 2000.

 10.3     Advanced Power Technology, Inc. Stock Option Plan Summary.                        8

  5.1     Opinion of Davis Wright Tremaine.                                                13

 23.1     Consent of Davis Wright Tremaine, contained in opinion filed as                  13
          Exhibit 5.1

 23.2     Consent of Independent Auditors                                                  15

 24.1     Power of Attorney (see signature page)                                            6
</TABLE>


                                                                    Page 7 of 15
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>2
<FILENAME>a2030826zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

<PAGE>

                         ADVANCED POWER TECHNOLOGY, INC.
                          STOCK OPTION PLAN INFORMATION

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

                 This document constitutes part of a prospectus
                  covering securities that have been registered
                        under the Securities Act of 1933

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

                            GENERAL PLAN INFORMATION

     Advanced Power Technology, Inc. (the "Company") established the Advanced
Power Technology, Inc. Stock Option Plan as amended (the "Plan") to provide a
performance incentive for officers, directors and selected employees, and to
enable these individuals to acquire or increase proprietary interest in the
success of the Company. The effective date of the Plan was December 31, 1995.
The Company is the Registrant. The Plan has been approved by the Company's
shareholders.

     Pursuant to the terms of the Plan, the Company's Board of Directors (the
"Board") has reserved the right to terminate, modify, or amend the Plan subject
to the following restriction: The Board must obtain shareholder approval for any
amendment that (1) increases the number of shares of Common Stock available
under the Plan, (2) changes the Plan's eligibility provisions, or (3) requires
shareholder approval under applicable law.

     The Plan Administrator may modify or amend outstanding options granted
under the Plan, provided modification or amendment of an outstanding option
shall not, without the consent of the optionee, impair or diminish any of the
optionee's rights or any of the obligations of the Company. Except as otherwise
provided in the Plan, no outstanding option shall be terminated without the
consent of the optionee. The Plan is not subject to Section 401(a) of the
Internal Revenue Code of 1986 (the "Code") or the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").

     The "Plan Administrator" is the Board, unless the Board authorizes and
appoints a committee to serve as Plan Administrator. The Board may appoint the
members of the committee for such terms as the Board may determine. The Board
may from time to time remove members from, or add members to, the committee.
Vacancies on the committee, however caused, may be filled by the Board.

     The Plan Administrator acts as the manager of the Plan, possessing
discretionary authority to determine all matters relating to the options to be
granted. The Plan Administrator has the sole authority to interpret the
provisions of the Plan, any option issued under the Plan, and any rule or
regulation applicable to the Plan. The Plan Administrator's interpretation is
conclusive and binding on all interested parties.

     Participants in the Plan may obtain additional information about the Plan
from Advanced Power Technology, Inc., whose address is 405 S.W. Columbia Street,
Bend, Oregon 97702, and whose telephone number is (541) 382-8028.


                                                                    Page 8 of 15
<PAGE>

                            SECURITIES TO BE OFFERED

     The stock available under the stock options granted under the Plan are
shares (the "Shares") of the Company's authorized but unissued common stock,
with $.01 value ("Common Stock"). The total number of Shares that may be issued
pursuant to options under the Plan shall not exceed an aggregate of 1,500,000.

                    EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN

     The Plan provides that the Plan Administrator shall select the individuals
to be granted options under the Plan, provided that an incentive stock option
may be granted only to any individual who, at the time the option is granted, is
an employee of the Company or any related corporation. The option shall be
subject to a vesting schedule established in each individual Option Agreement,
unless such schedule is waived by the Plan Administrator.

     The Plan provides for the granting of both incentive stock options under
Section 422 of the Code and non-statutory options. An option shall be exercised
by the expiration of the three month period following cessation of employment in
the case of an incentive stock option, or within 90 days of the cessation of an
Optionee's relationship with the Company in the case of a nonqualified stock
option. The Plan Administrator shall have sole discretion in a particular
circumstance to extend the exercise period following such cessation beyond that
specified above. However, any extension beyond three months from the date of
termination shall apply only to nonqualified stock options.

                         PURCHASE OF SECURITIES OFFERED

     The purchase price per Share under each option shall be as established by
the Plan Administrator, provided that if incentive stock options are granted to
employees, the exercise price shall be not less than the fair market value of
the Common Stock at the time the incentive stock option is granted. Further, if
incentive stock options are granted to employees who own more than 10% of the
total combined voting power of all classes of stock of the Company or any
related corporation, the exercise price shall be not less than 110% of the fair
market value of the Common Stock at the time the incentive stock option is
granted. An optionee must exercise his or her option, if at all, before it
expires. Each option shall expire on the tenth anniversary of the date on which
the option was granted, except in the case of incentive stock options granted to
employees who own more than 10% of the total combined voting power of all
classes of stock of the Company or any related corporation which shall expire
not later than the fifth anniversary of the date on which the option was
granted.

     Payment of the option exercise price shall be made in full at the time the
optionee delivers the notice of exercise to the Company. Payment shall be in
cash, bank-certified check, cashier's check, or personal check (unless at the
time of exercise the Plan Administrator in a particular case determines not to
accept a personal check). Upon exercise of an option, the optionee will purchase
authorized but unissued Common Stock from the Company. The Company will not
impose any fees, commissions, or charges. The Company will receive the entire
purchase price as stated in each option agreement.


                                                                    Page 9 of 15
<PAGE>

                               RESALE RESTRICTIONS

     In certain situations directors and principal shareholders of the Company
who receive options may not, for a period of six months following the initial
grant of the option, sell the corresponding shares of Common Stock.






                                                                   Page 10 of 15
<PAGE>

                         FEDERAL INCOME TAX CONSEQUENCES

     The grant of a stock option will not trigger taxable income to the
optionee. When any part of the non-statutory option is exercised, the optionee
is deemed to have received ordinary income in an amount equal to the fair market
value of the Common Stock received, minus the corresponding option price. In the
event an optionee cannot sell Shares acquired through the exercise of an option
without incurring liability under Section 16(b) of the Securities Exchange Act
of 1934, the recognition of income is delayed (unless the optionee elects
otherwise under Section 83(b) of the Code within 30 days of the exercise) until
the earlier of (i) the end of six months after the purchase of the stock or (ii)
the first day the restriction ceases.

     The exercise of an incentive stock option does not result in taxable income
to the optionee, however, it could result in alternative minimum tax. If an
optionee exercises incentive stock options and does not dispose of the Shares
received within two years after the date of the grant of such stock options or
within one year after the issuance of the Shares to him or her, any gain
realized upon disposition will be characterized as long-term capital gain. In
such case, the Company will not be entitled to a tax deduction. If the optionee
disposes of the shares either within two years after the date that the options
are granted or within one year after the issuance of the Shares to him or her,
such disposition will be treated as a disqualifying disposition and an amount
equal to the lesser of (i) the fair market value of the Shares on the date of
exercise minus the exercise price, or (ii) the amount realized on the
disposition minus the exercise price, will be taxed as ordinary income to the
optionee in the taxable year in which the disposition occurs.

     The Company may claim a tax deduction equal to the amount of ordinary
income realized by the optionee. Unless the optionee is an independent
contractor or foreign resident, the Company is generally required to withhold
the income and employment taxes applicable to the income the optionee recognizes
on the exercise of a non-statutory stock option. The Company may withhold from
regular wages or supplemental wages, or otherwise insure that the taxes required
to be withheld are available for payment, including the withholding of an
appropriate number of Shares to be issued upon the exercise of the option.

     The foregoing is a summary of the complex federal income tax laws affecting
the exercise of stock options. State and local income tax consequences may
differ. An optionee who intends to exercise an option or sell or otherwise
dispose of stock acquired through the exercise of an option should consult his
or her own tax advisor regarding the possible federal, state, and local income
tax consequences.

                      ASSIGNMENT AND FORFEITURE OF INTEREST

     Options granted under the Plan and the rights and privileges conferred
thereby may not be transferred, assigned, pledged, or hypothecated in any manner
(whether by operation of law or otherwise), other than by will or applicable
laws of descent and distribution. Options shall not be subject to execution,
attachment, or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate, or otherwise dispose of any option under the Plan, or any rights or
privilege conferred by the Plan, contrary to the provisions of the Plan, or upon
the sale or levy or any attachment or similar process upon the rights and
privileges conferred by the Plan, such option shall thereupon terminate and
become void. No person may create a lien on any funds, securities, or other
property held under the Plan.


                                                                   Page 11 of 15
<PAGE>

     Options granted under the Plan shall be exercisable for three months after
termination of employment for reasons other than for "cause" (as defined in the
Plan), or such longer period as may be approved by the Plan Administrator. If an
employee is terminated for "cause," the options shall immediately expire. If an
incentive stock option is not exercised within three months after termination of
employment, the option shall be treated as a non-statutory option.

                          INFORMATION ABOUT THE COMPANY

     The following documents are available to holders of options without charge,
upon written or oral request to the Company. Requests should be directed to the
Company's office at 405 S.W. Columbia Street, Bend, Oregon 97702, and whose
telephone number is (541) 382-8028.

     (a)  The Registrant's most recent prospectus filed pursuant to Rule 424(b)
containing audited financial states in the registration statement on Form S-1,
filed under File No. 333-38418 and declared effective on August 7, 2000.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or prospectus referred to in (a) above.

     (c)  Information as to stock options, including the amount outstanding,
exercises, prices, and expiration dates, which will be included in the future
either in the Company's proxy statements, annual reports, or appendices to the
prospectus.

                                                               November 13, 2000



                                                                   Page 12 of 15
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>a2030826zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>

                     [DAVIS WRIGHT TREMAINE LLP LETTERHEAD]



                       SUITE 2300                      TEL (503) 241-2300
                       1300 SW FIFTH AVENUE            FAX (503) 778-5299
                       PORTLAND, or  97201-5682        www.dwt.com


November 13, 2000


Advanced Power Technology, Inc.
405 S.W. Columbia Street
Bend, Oregon  97702

Re:  Stock Option Plan

Dear Ladies and Gentlemen:

We have acted as counsel to Advanced Power Technology, Inc. (the "Company") in
connection with its registration statement of its Stock Option Plan and
corresponding Shares (the "Registration Statement"). Capitalized terms used
herein that are not otherwise defined have the meanings ascribed thereto as set
forth in the Registration Statement and the exhibits thereto.

We have examined such documents, papers, statutes and authorities as we have
deemed necessary to form a basis for the opinions hereinafter expressed. We have
assumed the genuineness of all signatures, the authenticity of documents,
certificates and records submitted to us as originals, the conformity to the
originals of all documents, certificates and records submitted to us as copies,
the legal capacity of all natural persons executing documents, certificates and
records, and the completeness and accuracy as of the date of this opinion letter
of the information contained in such documents, certificates and records.

Based upon the foregoing, we are of the opinion that:

     1.   The Company is duly formed and validly existing under the laws of the
          State of Delaware.

     2.   The Plan, the Shares and the options respecting such Shares have been
          duly authorized and, when appropriate certificates have been duly
          executed by the proper officers of the Company, will be validly
          issued, fully paid and nonassessable.


                                                                   Page 13 of 15
<PAGE>

Advanced Power Technology, Inc.
November 13, 2000
Page 2


This opinion is limited to the Delaware General Corporation Law and the federal
laws of the United States of the type typically applicable to transactions
contemplated by the Registration Statement. We express no opinion with respect
to the laws of any other country, state or jurisdiction.

This opinion letter is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. This letter
speaks only as of the date hereof and is limited to present statutes,
regulations and administrative and judicial interpretations. We undertake no
responsibility to update or supplement this letter after the date hereof.

We consent to being named in the Registration Statement as counsel who are
passing upon the validity of the options to be issued pursuant to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in such Registration Statement. Subject to the foregoing, this opinion
letter may be relied upon by you only in connection with the Offering and may
not be used or relied upon by you for any other purpose or by any other person
for any purpose whatsoever without, in each instance, our prior written consent.



Very truly yours,

Davis Wright Tremaine LLP


/s/ Davis Wright Tremaine LLP


KAM:


                                                                   Page 14 of 15
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>a2030826zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>

<PAGE>

                                  EXHIBIT 23.2
                         CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Advanced Power Technology, Inc.:

We consent to incorporation by reference in the Registration Statement on Form
S-8 of Advanced Power Technology, Inc. of our report dated February 25, 2000,
relating to the consolidated balance sheets of Advanced Power Technology, Inc.
and subsidiary as of December 31, 1999 and 1998, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for each of the
years in the three-year period ended December 31, 1999, which report appears in
Form S-1 of Advanced Power Technology, Inc.


                                         /s/ KPMG LLP



Portland, Oregon
November 13, 2000



                                                                   Page 15 of 15
</TEXT>
</DOCUMENT>
</SUBMISSION>
