content: <PAGE>   1
     As filed with the Securities and Exchange Commission on November 12, 1998
                                                Registration No. 333-___________
  
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                                     ----------
  
                                  XETEL CORPORATION
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                   75-229445
   (State or other jurisdiction               (IRS Employer Identification No.)
  of incorporation or organization)
  
                                2105 GRACY FARMS LANE
                                  AUSTIN, TX 78758
                 (Address of principal executive offices) (Zip Code)
                                     ----------
  
                              1997 STOCK INCENTIVE PLAN
                              (Full title of the Plan)
                                    ------------
  
                                ANGELO A. DECARO, JR.
                   PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                            XETEL CORPORATION 
                      2105 GRACY FARMS LANE, AUSTIN, TX 78758
                      (Name and address of agent for service)
                                   (512) 435-1000
                (Telephone number, including area code, of agent for
                                      service)
  
                                     -----------
  
                           CALCULATION OF REGISTRATION FEE
  
  
  ===============================================================================
  <TABLE>
  
  
  <S>       <C>                       <C>                     <C>                     <C>                    <C>    
             Title of                     Amount                 Proposed               Proposed               Amount of
            Securities                     to be                 Maximum                 Maximum              Registration
               to be                   Registered(1)             Offering               Aggregate                 Fee
            Registered                                            Price                 Offering
                                                                per Share                 Price
  
  1997 Stock Incentive Plan:
  --------------------------
  
  Common Stock, $0.0001 par value    1,000,000 shares         $2.8125(2)          $ 2,812,500(2)          $ 781.88
  
  Common Stock, $0.0001 par value    1,412,100 shares            N/A (3)                 N/A (3)               N/A (3)
  </TABLE>
  
  
  ===============================================================================
  (1)      This Registration Statement shall also cover any additional shares of
           Common Stock which become issuable under the XeTel Corporation 1997
           Stock Incentive 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 outstanding shares of Common Stock of XeTel Corporation.
  
  (2)      Calculated solely for purposes of this offering under Rule 457(h) of
           the Securities Act of 1933, as amended (the "Securities Act"), on the
           basis of the average of the high and low selling prices per share of
           Common Stock of XeTel Corporation on November 6, 1998, as reported
           on the Nasdaq National Market.
  
  (3)      Under General Instruction E, the Registration Fee is calculated solely
           on the basis of the additional 1,000,000 shares of Common Stock
           authorized for issuance under the 1997 Stock Incentive Plan, which is
           the successor to Registrant's 1992 Stock Option Plan (the "Predecessor
           Plan"). The applicable filing fees have been paid for the remaining
           shares in connection with their registration on the Form S-8
           Registration Statement covering Registrant's Predecessor Plan,
           Registration No. 333-1952.
  
  
  
  <PAGE>   2
  
  
  
                                       PART II
  
  
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference
  
           XeTel Corporation (the "Registrant") hereby incorporates by reference
  into this Registration Statement the following documents previously filed with
  the Securities and Exchange Commission (the "Commission"):
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended March 28, 1998, filed with the Commission on June
                    26, 1998;
  
           (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended June 27, 1998, filed with the Commission on
                    August 11, 1998; and
  
           (c)      The Registrant's Registration Statement No. 00-27482 on Form
                    8-A filed with the Commission on January 3, 1996, pursuant to
                    Section 12(b) of the Securities Exchange Act of 1934 (the
                    "Exchange Act"), 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 Exchange 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. Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any subsequently filed
  document which also is deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  Item 4.  Description of Securities
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
           Not Applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
           Pursuant to the Delaware General Corporation Law (the "Delaware Law"),
  the Registrant has adopted provisions in its Second Restated Certificate of
  Incorporation and Restated Bylaws that purport to eliminate the personal
  liability of the directors to the Registrant and its stockholders for monetary
  damages for breach of the directors' fiduciary duties in certain circumstances.
  These provisions do not eliminate the directors' fiduciary duties to the
  Registrant, and in appropriate circumstances, equitable remedies such as
  injunctive or other forms of non-monetary relief will remain available under
  Delaware Law. The Registrant's Restated Bylaws require the Registrant to
  indemnify its directors and executive officers to the fullest extent permitted
  by the Delaware Law and permits indemnification of employees and other agents.
  Notwithstanding such provisions in the Registrant's Second Restated Certificate
  of Incorporation and Restated Bylaws, each director will continue to be subject
  to liability for breach of the director's duty of loyalty to the Registrant, for
  acts or omissions not in good faith or involving intentional misconduct, for
  knowing violations of law, for actions leading to improper personal benefit to
  the director and for payment of dividends or approval of stock repurchases or
  redemptions that are unlawful under Delaware Law. These provisions also are not
  applicable to, and therefore do not affect, a director's responsibilities under
  any other law, such as the federal securities laws or state or federal
  environmental laws. The Registrant has also entered into indemnification
  agreements with each of its current directors and executive officers that
  provide for such indemnification, including circumstances in which
  indemnification and the advancement of expenses are discretionary under the
  Delaware Law. The Registrant believes that the limitation of liability
  provisions in its Second Restated Certificate of Incorporation and Restated
  Bylaws and 
  
  
                                        II-2
  
  <PAGE>   3
  
  
  the indemnification agreements will enhance the Registrant's ability
  to continue to attract and retain qualified individuals to serve as directors
  and executive officers. The Registrant is not aware of any pending litigation or
  proceeding involving a director, officer or employee of the Registrant to which
  any of such indemnification agreements would apply.
  
  Item 7.  Exemption from Registration Claimed
  
           Not Applicable.
  <TABLE>
  <CAPTION>
  
  Item 8.  Exhibits
  <S>                 <C>
  Exhibit Number       Exhibit
  
   4                   Instruments   Defining  the  Rights  of   Stockholders.   Reference  is  made  to  Registrant's
                       Registration  Statement No. 00-27482 on Form 8-A, together with any exhibits thereto, which are
                       incorporated herein by reference pursuant to Item 3(c) to this Registration Statement.
   5.1                 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
  23.1                 Consent of PricewaterhouseCoopers  LLP, Independent Auditors.
  23.2                 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  24                   Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
  99.1                 XeTel Corporation 1997 Stock Incentive Plan.
  99.2                 Amendment No. 1 to XeTel Corporation 1997 Stock Incentive Plan.
  99.3                 Form of Notice of Grant of Stock Option.
  99.4                 Form of Stock Option Agreement.
  99.5                 Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
  99.6                 Form of Stock Issuance Agreement.
  99.7                 Form of Notice of Grant of Automatic Stock Option (Initial).
  99.8                 Form of Notice of Grant of Automatic Stock Option (Annual).
  99.9                 Form of Automatic Stock Option Agreement.
  </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, (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 clauses is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference into this Registration Statement; (2) that for the
  purpose of determining any liability under the Securities 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 1997 Stock Incentive Plan.
  
           B. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange 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
  Securities Act may be permitted to directors, officers or controlling persons of
  the Registrant pursuant to the indemnification provisions summarized in Item 6,
  or otherwise, the Registrant has been advised that, in the opinion of the
  Commission, such indemnification is against public policy as expressed in the
  Securities 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
  
  
  
                                        II-3
  
  <PAGE>   4
  
  
  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 Securities Act and will be governed by the final adjudication
  of such issue.
  
  
  
  
                                        II-4
  
  <PAGE>   5
  
  
  
                                     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 City of Austin, State of Texas, on this 12th day of
  November, 1998.
  
  
                                         XETEL CORPORATION
  
  
  
  
                                         By: /s/ ANGELO A. DECARO, JR.
                                            ------------------------------------
                                            Angelo A. DeCaro, Jr.
                                            President, Chief Executive 
                                            Officer and Director
  
  
                                 POWER OF ATTORNEY
  
  KNOW ALL PERSONS BY THESE PRESENTS:
  
           That the undersigned officers and directors of XeTel Corporation, a
  Delaware corporation, do hereby constitute and appoint Angelo A. DeCaro, Jr.,
  the lawful attorney-in-fact and agent with full power and authority to do any
  and all acts and things and to execute any and all instruments which said
  attorney and agent determines 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 attorney and agent, 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 dates 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.
  <TABLE>
  <CAPTION>
  
  <S>                                          <C>                                    <C>
  Signature                                     Title                                  Date
  ---------                                     -----                                  ----
  
  
  /s/ ANGELO A. DECARO, JR.
  -------------------------                     President, Chief Executive             November 12, 1998
  Angelo A. DeCaro, Jr.                         Officer and Director
                                                (Principal Executive Officer)
  
  
  /s/ RICHARD S. CHILINSKI
  -------------------------                     Vice President, Chief Financial        November  12, 1998
  Richard S. Chilinski                          Officer and Assistant Secretary
                                                (Principal Financial and
                                                Accounting Officer)
  </TABLE>
  
  
  
  
                                        II-5
  
  
  <PAGE>   6
  
  
  
  <TABLE>
  <CAPTION>
  
  
  <S>                                          <C>                                    <C> 
  Signature                                     Title                                  Date
  ---------                                     -----                                  ----
  
  
  /s/ RONALD W. GUIRE
  -------------------------                     Chairman of the Board of Directors     November  12, 1998
  Ronald W. Guire
  
  
  
  /s/ SAM L. DENSMORE
  -------------------------                     Director                               November  12, 1998
  Sam L. Densmore
  
  
  
  /s/ KOZO SATO
  -------------------------                     Director                               November  12, 1998
  Kozo Sato
  
  
  
  /s/ ALAN R. SCHUELE
  -------------------------                     Director                               November  12, 1998
  Alan R. Schuele
  
  </TABLE>
  
  
  
  
                                        II-6
  
  
  <PAGE>   7
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                  INDEX TO EXHIBITS
                                  -----------------
  <TABLE>
  <CAPTION>
  <S>                  <C>                                                                                 
  Exhibit Number       Exhibit
  
   4                   Instruments   Defining  the  Rights  of   Stockholders.   Reference  is  made  to  Registrant's
                       Registration  Statement No. 00-27482 on Form 8-A, together with any exhibits thereto, which are
                       incorporated herein by reference pursuant to Item 3(c) to this Registration Statement.
   5.1                 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
  23.1                 Consent of PricewaterhouseCoopers  LLP, Independent Auditors.
  23.2                 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  24                   Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
  99.1                 XeTel Corporation 1997 Stock Incentive Plan.
  99.2                 Amendment No. 1 to XeTel Corporation 1997 Stock Incentive Plan.
  99.3                 Form of Notice of Grant of Stock Option.
  99.4                 Form of Stock Option Agreement.
  99.5                 Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
  99.6                 Form of Stock Issuance Agreement.
  99.7                 Form of Notice of Grant of Automatic Stock Option (Initial).
  99.8                 Form of Notice of Grant of Automatic Stock Option (Annual).
  99.9                 Form of Automatic Stock Option Agreement.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20244}]
metadata_filer: {"company-data": {"conformed-name": "XETEL CORP", "cik": "0001003932", "assigned-sic": "3670", "irs-number": "75229445", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67193", "film-number": "98746201"}, "business-address": {"street1": "2525 BROCKTON DR", "city": "AUSTIN", "state": "TX", "zip": "78758", "phone": "5128342266"}, "mail-address": {"street1": "2525 BROCKTON DRIVE", "city": "AUSTIN", "state": "TX", "zip": "78758"}}
text: 1
     As filed with the Securities and Exchange Commission on November 12, 1998
                                                Registration No. 333-___________
  
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                                     ----------
  
                                  XETEL CORPORATION
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                   75-229445
   (State or other jurisdiction               (IRS Employer Identification No.)
  of incorporation or organization)
  
                                2105 GRACY FARMS LANE
                                  AUSTIN, TX 78758
                 (Address of principal executive offices) (Zip Code)
                                     ----------
  
                              1997 STOCK INCENTIVE PLAN
                              (Full title of the Plan)
                                    ------------
  
                                ANGELO A. DECARO, JR.
                   PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                            XETEL CORPORATION 
                      2105 GRACY FARMS LANE, AUSTIN, TX 78758
                      (Name and address of agent for service)
                                   (512) 435-1000
                (Telephone number, including area code, of agent for
                                      service)
  
                                     -----------
  
                           CALCULATION OF REGISTRATION FEE
  
  ===============================================================================
  Title of                     Amount                 Proposed               Proposed               Amount of
            Securities                     to be                 Maximum                 Maximum              Registration
               to be                   Registered(1)             Offering               Aggregate                 Fee
            Registered                                            Price                 Offering
                                                                per Share                 Price
  
  1997 Stock Incentive Plan:
  --------------------------
  
  Common Stock, $0.0001 par value    1,000,000 shares         $2.8125(2)          $ 2,812,500(2)          $ 781.88
  
  Common Stock, $0.0001 par value    1,412,100 shares            N/A (3)                 N/A (3)               N/A (3)
  ===============================================================================
  (1)      This Registration Statement shall also cover any additional shares of
           Common Stock which become issuable under the XeTel Corporation 1997
           Stock Incentive 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 outstanding shares of Common Stock of XeTel Corporation.
  
  (2)      Calculated solely for purposes of this offering under Rule 457(h) of
           the Securities Act of 1933, as amended (the "Securities Act"), on the
           basis of the average of the high and low selling prices per share of
           Common Stock of XeTel Corporation on November 6, 1998, as reported
           on the Nasdaq National Market.
  
  (3)      Under General Instruction E, the Registration Fee is calculated solely
           on the basis of the additional 1,000,000 shares of Common Stock
           authorized for issuance under the 1997 Stock Incentive Plan, which is
           the successor to Registrant's 1992 Stock Option Plan (the "Predecessor
           Plan"). The applicable filing fees have been paid for the remaining
           shares in connection with their registration on the Form S-8
           Registration Statement covering Registrant's Predecessor Plan,
           Registration No. 333-1952.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference
  
           XeTel Corporation (the "Registrant") hereby incorporates by reference
  into this Registration Statement the following documents previously filed with
  the Securities and Exchange Commission (the "Commission"):
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended March 28, 1998, filed with the Commission on June
                    26, 1998;
  
           (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended June 27, 1998, filed with the Commission on
                    August 11, 1998; and
  
           (c)      The Registrant's Registration Statement No. 00-27482 on Form
                    8-A filed with the Commission on January 3, 1996, pursuant to
                    Section 12(b) of the Securities Exchange Act of 1934 (the
                    "Exchange Act"), 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 Exchange 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. Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any subsequently filed
  document which also is deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  Item 4.  Description of Securities
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
           Not Applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
           Pursuant to the Delaware General Corporation Law (the "Delaware Law"),
  the Registrant has adopted provisions in its Second Restated Certificate of
  Incorporation and Restated Bylaws that purport to eliminate the personal
  liability of the directors to the Registrant and its stockholders for monetary
  damages for breach of the directors' fiduciary duties in certain circumstances.
  These provisions do not eliminate the directors' fiduciary duties to the
  Registrant, and in appropriate circumstances, equitable remedies such as
  injunctive or other forms of non-monetary relief will remain available under
  Delaware Law. The Registrant's Restated Bylaws require the Registrant to
  indemnify its directors and executive officers to the fullest extent permitted
  by the Delaware Law and permits indemnification of employees and other agents.
  Notwithstanding such provisions in the Registrant's Second Restated Certificate
  of Incorporation and Restated Bylaws, each director will continue to be subject
  to liability for breach of the director's duty of loyalty to the Registrant, for
  acts or omissions not in good faith or involving intentional misconduct, for
  knowing violations of law, for actions leading to improper personal benefit to
  the director and for payment of dividends or approval of stock repurchases or
  redemptions that are unlawful under Delaware Law. These provisions also are not
  applicable to, and therefore do not affect, a director's responsibilities under
  any other law, such as the federal securities laws or state or federal
  environmental laws. The Registrant has also entered into indemnification
  agreements with each of its current directors and executive officers that
  provide for such indemnification, including circumstances in which
  indemnification and the advancement of expenses are discretionary under the
  Delaware Law. The Registrant believes that the limitation of liability
  provisions in its Second Restated Certificate of Incorporation and Restated
  Bylaws and 
  
                                        II-2
  3
  
  the indemnification agreements will enhance the Registrant's ability
  to continue to attract and retain qualified individuals to serve as directors
  and executive officers. The Registrant is not aware of any pending litigation or
  proceeding involving a director, officer or employee of the Registrant to which
  any of such indemnification agreements would apply.
  
  Item 7.  Exemption from Registration Claimed
  
           Not Applicable.
  Item 8.  Exhibits
  Exhibit Number       Exhibit
  
   4                   Instruments   Defining  the  Rights  of   Stockholders.   Reference  is  made  to  Registrant's
                       Registration  Statement No. 00-27482 on Form 8-A, together with any exhibits thereto, which are
                       incorporated herein by reference pursuant to Item 3(c) to this Registration Statement.
   5.1                 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
  23.1                 Consent of PricewaterhouseCoopers  LLP, Independent Auditors.
  23.2                 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  24                   Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
  99.1                 XeTel Corporation 1997 Stock Incentive Plan.
  99.2                 Amendment No. 1 to XeTel Corporation 1997 Stock Incentive Plan.
  99.3                 Form of Notice of Grant of Stock Option.
  99.4                 Form of Stock Option Agreement.
  99.5                 Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
  99.6                 Form of Stock Issuance Agreement.
  99.7                 Form of Notice of Grant of Automatic Stock Option (Initial).
  99.8                 Form of Notice of Grant of Automatic Stock Option (Annual).
  99.9                 Form of Automatic Stock Option Agreement.
  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, (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 clauses is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference into this Registration Statement; (2) that for the
  purpose of determining any liability under the Securities 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 1997 Stock Incentive Plan.
  
           B. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange 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
  Securities Act may be permitted to directors, officers or controlling persons of
  the Registrant pursuant to the indemnification provisions summarized in Item 6,
  or otherwise, the Registrant has been advised that, in the opinion of the
  Commission, such indemnification is against public policy as expressed in the
  Securities 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
  
                                        II-3
  4
  
  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 Securities Act and will be governed by the final adjudication
  of such issue.
  
                                        II-4
  5
  
                                     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 City of Austin, State of Texas, on this 12th day of
  November, 1998.
  
                                         XETEL CORPORATION
  
                                         By: /s/ ANGELO A. DECARO, JR.
                                            ------------------------------------
                                            Angelo A. DeCaro, Jr.
                                            President, Chief Executive 
                                            Officer and Director
  
                                 POWER OF ATTORNEY
  
  KNOW ALL PERSONS BY THESE PRESENTS:
  
           That the undersigned officers and directors of XeTel Corporation, a
  Delaware corporation, do hereby constitute and appoint Angelo A. DeCaro, Jr.,
  the lawful attorney-in-fact and agent with full power and authority to do any
  and all acts and things and to execute any and all instruments which said
  attorney and agent determines 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 attorney and agent, 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 dates 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.
  Signature                                     Title                                  Date
  ---------                                     -----                                  ----
  
  /s/ ANGELO A. DECARO, JR.
  -------------------------                     President, Chief Executive             November 12, 1998
  Angelo A. DeCaro, Jr.                         Officer and Director
                                                (Principal Executive Officer)
  
  /s/ RICHARD S. CHILINSKI
  -------------------------                     Vice President, Chief Financial        November  12, 1998
  Richard S. Chilinski                          Officer and Assistant Secretary
                                                (Principal Financial and
                                                Accounting Officer)
  II-5
  6
  Signature                                     Title                                  Date
  ---------                                     -----                                  ----
  
  /s/ RONALD W. GUIRE
  -------------------------                     Chairman of the Board of Directors     November  12, 1998
  Ronald W. Guire
  
  /s/ SAM L. DENSMORE
  -------------------------                     Director                               November  12, 1998
  Sam L. Densmore
  
  /s/ KOZO SATO
  -------------------------                     Director                               November  12, 1998
  Kozo Sato
  
  /s/ ALAN R. SCHUELE
  -------------------------                     Director                               November  12, 1998
  Alan R. Schuele
  II-6
  7
  
                                  INDEX TO EXHIBITS
                                  -----------------
  Exhibit Number       Exhibit
  
   4                   Instruments   Defining  the  Rights  of   Stockholders.   Reference  is  made  to  Registrant's
                       Registration  Statement No. 00-27482 on Form 8-A, together with any exhibits thereto, which are
                       incorporated herein by reference pursuant to Item 3(c) to this Registration Statement.
   5.1                 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
  23.1                 Consent of PricewaterhouseCoopers  LLP, Independent Auditors.
  23.2                 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  24                   Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
  99.1                 XeTel Corporation 1997 Stock Incentive Plan.
  99.2                 Amendment No. 1 to XeTel Corporation 1997 Stock Incentive Plan.
  99.3                 Form of Notice of Grant of Stock Option.
  99.4                 Form of Stock Option Agreement.
  99.5                 Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
  99.6                 Form of Stock Issuance Agreement.
  99.7                 Form of Notice of Grant of Automatic Stock Option (Initial).
  99.8                 Form of Notice of Grant of Automatic Stock Option (Annual).
  99.9                 Form of Automatic Stock Option Agreement.