Calculation of Registration Fee
===========================================================================================================================================
                                                                    Proposed Maximum      Proposed Maximum
   Title of Each Class of Securities              Amount to be       Offering Price      Aggregate Offering         Amount of
            to be Registered                     Registered (1)        Per Share              Price (2)           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------

Common Stock, $0.0001 par value
per share, to be issued under the
2001 Stock Incentive Plan                        2,389,094 shares              $4.530              $10,822,595.00         $2,586.60

Common Stock, $0.001 par value
per share, to be issued under the
Employee Stock Purchase Plan                     1,433,456 shares              $4.530              $6,493,555.60          $1,551.96
                                                ___________________                                                     _____________

                                                 3,822,550 shares                 Aggregate Registration Fee              $4,138.56


===========================================================================================================================================

1. This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2001 Stock Incentive Plan or the Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of Registrant's Common Stock.

2. Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, (the "1993 Act") on the basis of the average of the high and low selling prices per share of the Registrant's Common Stock on February 14, 2002 as reported by the Nasdaq National Market.

ALIGN TECHNOLOGY, INC. REGISTRATION STATEMENT ON FORM S-8

PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

ALIGN TECHNOLOGY, INC. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"):

(a) Our Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000; and

(b) Our Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 2001, June 30, 2001 and March 31, 2001; and

(c) Our Company's Registration Statement No. 000-32259 on Form 8-A12G filed with the Commission on January 25, 2001, pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the 1934 Act) in which are described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock; and

(d) All other reports filed by our Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2000.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of 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 de- registers 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.

II-1

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation's board of directors to grant indemnification to directors and officers in terms sufficiently broad to permit the indemnification under some circumstances for liabilities (including reimbursement for expenses incurred) arising under the 1933 Act. Article VII of the Amended and Restated Certificate of Incorporation of the Registrant provides that, subject to Delaware law, its directors will not be personally liable for monetary damages for breach of the directors' fiduciary duty as directors to the Registrant and its stockholders. This provision does not eliminate the directors' fiduciary duty, and in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law.

The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws. The Registrant expects to enter into indemnification agreements with its directors. The indemnification agreements provide the Registrant's directors with further indemnification to the maximum extent permitted by the Delaware General Corporation Law. The Registrant expects to obtain insurance covering directors and officers for claims they may otherwise be required to pay or for which the Registrant is required to indemnify them.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

II-2

ITEM 8. EXHIBITS.