content: <PAGE>   1
  
                                                             File No. 33-________
                                  
    As filed with the Securities and Exchange Commission on December 21, 1995.
                                  
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                  
                                     FORM S-8
                                        
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
                                  
                                 LTX Corporation
  - --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
                                  
          Massachusetts                                          04-2594045
  - ----------------------------                              ---------------------
  (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                          Identification No.)
  
  LTX Park at University Avenue, Westwood, Massachusetts 02090
  - -------------------------------------------------------------
  (Address of Principal Executive Offices)           (Zip Code)
  
                       1993 Employees' Stock Purchase Plan
          --------------------------------------------------------------
                             (Full title of the plan)
                                  
                                  John J. Arcari
                LTX Park at University Avenue, Westwood, MA 02090
  - --------------------------------------------------------------------------------
                     (Name and address of agent for service)
                                  
                                  (617) 461-1000
  - --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
  <TABLE>                                
                         CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
  
  <CAPTION>
                                  Proposed       Proposed
  Title of                        maximum        maximum
  securities        Amount        offering       aggregate      Amount of
  to be             to be         price          offering       registration
  registered        registered    per share*     price*         fee
  - ----------        ----------    ----------     ---------      ------------
  
  <S>               <C>           <C>            <C>            <C>
  Common Stock,     600,000       $8.625         $5,175,000     $1,785.00
  $.05 par value    Shares
  <FN>
  
  - --------------------------------------------------------------------------------
  *    This estimate is made pursuant to Rule 457(h) solely for the purpose of
  determining the registration fee.  It is not known how many shares will be
  purchased under the Plan or at what price such shares will be purchased.  The
  above calculation is based on the offering of 600,000 shares at a purchase
  price of $8.625 per share, which is the average of the high and low prices of
  the Company's Common Stock as reported by the National Association of   
  Securities Dealers Automated Quotation System on December 18, 1995.
  
  </TABLE>
  <PAGE>   2
                                  
                                     PART II
                                     -------
  
                     INFORMATION NOT REQUIRED IN PROSPECTUS
  
  Item 3:   Incorporation of Documents by Reference
  - ------    ---------------------------------------
  
          The following documents are incorporated by reference in this
  Registration Statement:
  
          (a)  the undersigned registrant's Annual Report on Form 10-K for the 
  year ended July 31, 1995; (b) the registrant's Quarterly Report on Form 10-Q
  for the quarter ended October 31, 1995; and (c) the description of the
  registrant's Common Stock contained in a Registration Statement filed under the
  Securities Exchange Act of 1934 (the "Exchange  Act"), including any amendment
  or report filed for the purpose of updating such description.
  
          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 by reference in the Registration Statement and to be part
  thereof from the date of filing of such documents.
  
  Item 4:   Description of Securities
  - ------    -------------------------
  
          Not Applicable   
  
  Item 5:   Interests of Named Experts and Counsel
  - ------    --------------------------------------
  
          Not applicable.     
  
  Item 6:   Indemnification of Directors and Officers
  - ------    -----------------------------------------
  
          Chapter 156B of the Massachusetts General Laws, under which the Company
  is organized, permits a Massachusetts corporation to adopt a provision in its
  Articles of Organization eliminating or limiting the liability of a director to
  the corporation or its stockholders for monetary damages for breach of
  fiduciary duty as a director, provided that such liability does not arise from
  certain proscribed conduct (including intentional misconduct and breach of duty
  of loyalty).
  
          On December 8, 1987, the stockholders approved an amendment to the
  Company's Articles of Organization.  The amendment to the Articles of 
  Organization, which became effective on April 8, 1988, is as follows:
  
          "No director shall be personally liable to the corporation or any of
  its stockholders for monetary damages for any breach of fiduciary  duty as a
  director not withstanding any provision of law imposing such  liability;
  provided, however, that this provision shall not eliminate or limit  the
  liability of a director for (i) any breach of the director's duty of  loyalty
  to the corporation or its stockholders, (ii) acts or omissions not in good
  faith or which involve intentional misconduct or a knowing  violation of law,
  (iii) 
  
                                      II - 1
  <PAGE>   3
  
  
  authorizing distributions to stockholders in violation of the corporation's
  Articles of Organization or which render the corporation insolvent or bankrupt,
  and approving loans to officers or directors of the corporation which are not
  repaid and which were not approved or ratified by a majority of disinterested
  directors or stockholders, or (iv) any transaction from which the director
  derived an improper personal benefit.  No amendment to or repeal of this
  provision shall apply to or have any effect on the liability or alleged
  liability of any director of the corporation for or with respect to any acts or
  omissions of such director occurring prior to the effective date of such
  amendment."
  
          The By-laws of the registrant provide for indemnification of officers
  and directors as follows:
  
          Section 6.5  Indemnification.
  
          (a)   The Corporation shall indemnify each director and officer against
  all judgments, fines, settlement payments and expenses, including reasonable
  attorneys' fees, paid or incurred in connection with any claim, action, suit or
  proceeding, civil or criminal, to which he may be made a party or with which he
  may be threatened by reason of his being or having been a director or officer
  of the Corporation, or, at its request, a director, officer, stockholder or
  member of any other corporation, firm, association or other organization or by
  reason of his serving or having served, at its request, in any capacity with
  respect to any employee benefit plan, or by reason of any action or omission by
  him in such capacity, whether or not he continues to be a director or officer
  at the time of incurring such expenses or at the time the indemnification is
  made.  No indemnification shall be made hereunder (i) with respect to payments
  and expenses incurred in relation to matters as to which he shall be finally
  adjudged in such action, suit or proceeding not to have acted in good faith and
  in the reasonable belief that his action was in the best interests of the
  Corporation (or, to the extent that such matter relates to service with respect
  to an employee benefit plan, in the best interest of the participants or
  beneficiaries of such employee benefit plan), or (ii) otherwise prohibited by
  law.  The foregoing right of indemnification shall not be exclusive of other
  rights to which any director or officer may otherwise be entitled and shall
  inure to the benefit of the executor or administrator of such director or
  officer.  The Corporation may pay the expenses incurred by any such person in
  defending a civil or criminal action, suit or proceeding in advance of the
  final disposition of such action, suit or proceeding, upon receipt of an
  undertaking by such person to repay such payment if it is determined that such
  person is not entitled to indemnification hereunder.
  
          (b)   The Board of Directors may, without stockholder approval,
  authorize the Corporation to enter into agreements, including any amendments or
  modification thereto, with any of its directors, officers or other persons
  described in paragraph (a) above providing for indemnification of such persons
  to the maximum extent permitted under applicable law and the Corporation's
  Articles of Organization and By-laws.
  
          (c)   No amendment to or repeal of this section shall have any adverse
  effect on (i) the right of any director or officer under any agreement entered
  into prior thereto, or (ii) the rights of any director or officer hereunder
  relating to his 
  
                                      II - 2
  <PAGE>   4
  
  
  service, for which he would otherwise be entitled to indemnity hereunder,
  during any period prior to such amendment or repeal.
  
          The Company has a directors and officers liability policy that insures
  the Company's directors and officers against certain liabilities which they may
  incur as directors or officers of the Company.
  
  Item 7:   Exemption from Registration Claimed
  - ------    -----------------------------------
  
          Not applicable
  
  Item 8:   Exhibits
  - ------    --------
  
          The following exhibits are filed as part of this Registration
  Statement:
  
          (4)   1993 Employees' Stock Purchase Plan.
  
          (5)   Opinion and Consent of Pamela A. Keating as to the legality of
  the securities being registered.
  
          (23)(A)   Consent of Arthur Andersen LLP.
  
          (23)(B)   Consent of Pamela A. Keating - included in Exhibit 5.
  
          (24)  Power of Attorney (contained on the signature page).         
  
  Item 9:  Undertakings
  - ------   ------------
  
          1.   The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
          2.   The undersigned registrant hereby undertakes:                   
  
               (a)   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 of 1933;
  
                     (ii)  To reflect in the prospectus any facts or events 
          arising after the effective date of the 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 the registration statement;
  
                                      II - 3
  <PAGE>   5
  
                     (iii) To include any material information with respect to 
          the plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the registration
          statement;
  
          Provided, however, that paragraphs (a) (i) and (a) (ii) do not apply if
  the information required to be included in a post- effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference herein.
  
               (b)   That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
               (c)   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 offering.
  
          3.    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 of 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.
  
                                      II - 4
  <PAGE>   6
  
                                    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 Town of Westwood, and Commonwealth of Massachusetts on the
  13th day of December, 1995.
  
                                          LTX Corporation
  
  
                                          By   /s/ Roger W. Blethen
                                             ------------------------------------
                                               Roger W. Blethen
                                               President
  
                                          By   /s/ Martin S. Francis
                                             ------------------------------------
                                               Martin S. Francis
                                               President
  
  
          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints Roger W. Blethen and Martin S. Francis, or
  either of them, his true and lawful attorneys-in-fact and agents, each with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any amendments or post-effective
  amendments to this Registration Statement and to file the same with all exhibits
  thereto and other documents in connection therewith with the Securities and
  Exchange Commission, granting unto each of 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 might or could do in person, hereby ratifying and
  confirming all that each of said attorneys-in-fact and agents, or his substitute
  or substitutes, may do or cause to be done by virtue hereof.
  
  
  <TABLE>
          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 date indicated.
  
  <CAPTION>
  Signature                     Title                              Date
  - ---------                     -----                              ----
  
  <S>                           <C>                           <C>
  /s/ Roger W. Blethen          President (Principal          December 13, 1995
  - --------------------------    Executive Officer)
  Roger W. Blethen              
  
  
  /s/ Martin S. Francis         President (Principal          December 13, 1995
  - --------------------------    Executive Officer)
  Martin S. Francis             
  
  
  /s/ John J. Arcari            Chief Financial Officer       December 13, 1995
  - --------------------------    and Treasurer (Principal
  John J. Arcari                Financial Officer)
  
  </TABLE>
  
                                      II - 5
  <PAGE>   7
  
  
  <TABLE>
  <S>                           <C>                           <C>
  /s/ Glenn W. Meloni           Controller (Principal         December 13, 1995
  - --------------------------    Accounting Officer)
  Glenn W. Meloni               
  
  
  /s/ Graham C.C. Miller        Chairman of the Board         December 13, 1995
  - --------------------------
  Graham C.C. Miller
  
  
  /s/ Jacques Bouyer            Director                      December 13, 1995
  - --------------------------
  Jacques Bouyer
  
  
  /s/ Robert E. Moore           Director                      December 13, 1995
  - --------------------------
  Robert E. Moore
  
  
  /s/ Roger J. Maggs            Director                      December 13, 1995
  - --------------------------
  Roger J. Maggs
  
  
  /s/ Samuel Rubinovitz         Director                      December 13, 1995
  - --------------------------
  Samuel Rubinovitz
  
  </TABLE>
  
                                      II - 6
  <PAGE>   8
                                  
                                  
                                  
                                  
                                  Exhibit Index
                                  
                                  
                                  
  
  <TABLE>
  <CAPTION>
  Exhibit No.          Description of Document
  - -----------          -----------------------
  
       <S>       <C>
       4         1993 Employees' Stock Purchase Plan
  
       5         Opinion of Pamela A. Keating
  
       23(A)     Consent of Arthur Andersen LLP
  
       23(B)     Consent of Pamela A. Keating
                 is contained in its opinion filed
                 as Exhibit 5
  
       24        Power of Attorney (contained on the signature page)
  
  
  </TABLE>
  
  
  
                                      II - 7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "LTX CORPORATION (ESPP)", "secsgml_size_bytes": 19497}]
metadata_filer: {"company-data": {"conformed-name": "LTX CORP", "cik": "0000357020", "assigned-sic": "3825", "irs-number": "042594045", "state-of-incorporation": "MA", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65245", "film-number": "95603467"}, "business-address": {"street1": "LTX PARK AT UNIVERSITY AVE", "city": "WESTWOOD", "state": "MA", "zip": "02090", "phone": "6174611000"}, "mail-address": {"street1": "LTX PARK AT UNIVERSITY AVENUE", "city": "WESTWOOD", "state": "MA", "zip": "02090"}}
text: 1
  
                                                             File No. 33-________
                                  
    As filed with the Securities and Exchange Commission on December 21, 1995.
                                  
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                  
                                     FORM S-8
                                        
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
                                  
                                 LTX Corporation
  - --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
                                  
          Massachusetts                                          04-2594045
  - ----------------------------                              ---------------------
  (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                          Identification No.)
  
  LTX Park at University Avenue, Westwood, Massachusetts 02090
  - -------------------------------------------------------------
  (Address of Principal Executive Offices)           (Zip Code)
  
                       1993 Employees' Stock Purchase Plan
          --------------------------------------------------------------
                             (Full title of the plan)
                                  
                                  John J. Arcari
                LTX Park at University Avenue, Westwood, MA 02090
  - --------------------------------------------------------------------------------
                     (Name and address of agent for service)
                                  
                                  (617) 461-1000
  - --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
                                  
                         CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
  Proposed       Proposed
  Title of                        maximum        maximum
  securities        Amount        offering       aggregate      Amount of
  to be             to be         price          offering       registration
  registered        registered    per share*     price*         fee
  - ----------        ----------    ----------     ---------      ------------
  Common Stock,     600,000       $8.625         $5,175,000     $1,785.00
  $.05 par value    Shares
  - --------------------------------------------------------------------------------
  *    This estimate is made pursuant to Rule 457(h) solely for the purpose of
  determining the registration fee.  It is not known how many shares will be
  purchased under the Plan or at what price such shares will be purchased.  The
  above calculation is based on the offering of 600,000 shares at a purchase
  price of $8.625 per share, which is the average of the high and low prices of
  the Company's Common Stock as reported by the National Association of   
  Securities Dealers Automated Quotation System on December 18, 1995.
  2
                                  
                                     PART II
                                     -------
  
                     INFORMATION NOT REQUIRED IN PROSPECTUS
  
  Item 3:   Incorporation of Documents by Reference
  - ------    ---------------------------------------
  
          The following documents are incorporated by reference in this
  Registration Statement:
  
          (a)  the undersigned registrant's Annual Report on Form 10-K for the 
  year ended July 31, 1995; (b) the registrant's Quarterly Report on Form 10-Q
  for the quarter ended October 31, 1995; and (c) the description of the
  registrant's Common Stock contained in a Registration Statement filed under the
  Securities Exchange Act of 1934 (the "Exchange  Act"), including any amendment
  or report filed for the purpose of updating such description.
  
          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 by reference in the Registration Statement and to be part
  thereof from the date of filing of such documents.
  
  Item 4:   Description of Securities
  - ------    -------------------------
  
          Not Applicable   
  
  Item 5:   Interests of Named Experts and Counsel
  - ------    --------------------------------------
  
          Not applicable.     
  
  Item 6:   Indemnification of Directors and Officers
  - ------    -----------------------------------------
  
          Chapter 156B of the Massachusetts General Laws, under which the Company
  is organized, permits a Massachusetts corporation to adopt a provision in its
  Articles of Organization eliminating or limiting the liability of a director to
  the corporation or its stockholders for monetary damages for breach of
  fiduciary duty as a director, provided that such liability does not arise from
  certain proscribed conduct (including intentional misconduct and breach of duty
  of loyalty).
  
          On December 8, 1987, the stockholders approved an amendment to the
  Company's Articles of Organization.  The amendment to the Articles of 
  Organization, which became effective on April 8, 1988, is as follows:
  
          "No director shall be personally liable to the corporation or any of
  its stockholders for monetary damages for any breach of fiduciary  duty as a
  director not withstanding any provision of law imposing such  liability;
  provided, however, that this provision shall not eliminate or limit  the
  liability of a director for (i) any breach of the director's duty of  loyalty
  to the corporation or its stockholders, (ii) acts or omissions not in good
  faith or which involve intentional misconduct or a knowing  violation of law,
  (iii) 
  
                                      II - 1
  3
  
  authorizing distributions to stockholders in violation of the corporation's
  Articles of Organization or which render the corporation insolvent or bankrupt,
  and approving loans to officers or directors of the corporation which are not
  repaid and which were not approved or ratified by a majority of disinterested
  directors or stockholders, or (iv) any transaction from which the director
  derived an improper personal benefit.  No amendment to or repeal of this
  provision shall apply to or have any effect on the liability or alleged
  liability of any director of the corporation for or with respect to any acts or
  omissions of such director occurring prior to the effective date of such
  amendment."
  
          The By-laws of the registrant provide for indemnification of officers
  and directors as follows:
  
          Section 6.5  Indemnification.
  
          (a)   The Corporation shall indemnify each director and officer against
  all judgments, fines, settlement payments and expenses, including reasonable
  attorneys' fees, paid or incurred in connection with any claim, action, suit or
  proceeding, civil or criminal, to which he may be made a party or with which he
  may be threatened by reason of his being or having been a director or officer
  of the Corporation, or, at its request, a director, officer, stockholder or
  member of any other corporation, firm, association or other organization or by
  reason of his serving or having served, at its request, in any capacity with
  respect to any employee benefit plan, or by reason of any action or omission by
  him in such capacity, whether or not he continues to be a director or officer
  at the time of incurring such expenses or at the time the indemnification is
  made.  No indemnification shall be made hereunder (i) with respect to payments
  and expenses incurred in relation to matters as to which he shall be finally
  adjudged in such action, suit or proceeding not to have acted in good faith and
  in the reasonable belief that his action was in the best interests of the
  Corporation (or, to the extent that such matter relates to service with respect
  to an employee benefit plan, in the best interest of the participants or
  beneficiaries of such employee benefit plan), or (ii) otherwise prohibited by
  law.  The foregoing right of indemnification shall not be exclusive of other
  rights to which any director or officer may otherwise be entitled and shall
  inure to the benefit of the executor or administrator of such director or
  officer.  The Corporation may pay the expenses incurred by any such person in
  defending a civil or criminal action, suit or proceeding in advance of the
  final disposition of such action, suit or proceeding, upon receipt of an
  undertaking by such person to repay such payment if it is determined that such
  person is not entitled to indemnification hereunder.
  
          (b)   The Board of Directors may, without stockholder approval,
  authorize the Corporation to enter into agreements, including any amendments or
  modification thereto, with any of its directors, officers or other persons
  described in paragraph (a) above providing for indemnification of such persons
  to the maximum extent permitted under applicable law and the Corporation's
  Articles of Organization and By-laws.
  
          (c)   No amendment to or repeal of this section shall have any adverse
  effect on (i) the right of any director or officer under any agreement entered
  into prior thereto, or (ii) the rights of any director or officer hereunder
  relating to his 
  
                                      II - 2
  4
  
  service, for which he would otherwise be entitled to indemnity hereunder,
  during any period prior to such amendment or repeal.
  
          The Company has a directors and officers liability policy that insures
  the Company's directors and officers against certain liabilities which they may
  incur as directors or officers of the Company.
  
  Item 7:   Exemption from Registration Claimed
  - ------    -----------------------------------
  
          Not applicable
  
  Item 8:   Exhibits
  - ------    --------
  
          The following exhibits are filed as part of this Registration
  Statement:
  
          (4)   1993 Employees' Stock Purchase Plan.
  
          (5)   Opinion and Consent of Pamela A. Keating as to the legality of
  the securities being registered.
  
          (23)(A)   Consent of Arthur Andersen LLP.
  
          (23)(B)   Consent of Pamela A. Keating - included in Exhibit 5.
  
          (24)  Power of Attorney (contained on the signature page).         
  
  Item 9:  Undertakings
  - ------   ------------
  
          1.   The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
          2.   The undersigned registrant hereby undertakes:                   
  
               (a)   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 of 1933;
  
                     (ii)  To reflect in the prospectus any facts or events 
          arising after the effective date of the 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 the registration statement;
  
                                      II - 3
  5
  
                     (iii) To include any material information with respect to 
          the plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the registration
          statement;
  
          Provided, however, that paragraphs (a) (i) and (a) (ii) do not apply if
  the information required to be included in a post- effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference herein.
  
               (b)   That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
               (c)   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 offering.
  
          3.    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 of 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.
  
                                      II - 4
  6
  
                                    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 Town of Westwood, and Commonwealth of Massachusetts on the
  13th day of December, 1995.
  
                                          LTX Corporation
  
                                          By   /s/ Roger W. Blethen
                                             ------------------------------------
                                               Roger W. Blethen
                                               President
  
                                          By   /s/ Martin S. Francis
                                             ------------------------------------
                                               Martin S. Francis
                                               President
  
          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints Roger W. Blethen and Martin S. Francis, or
  either of them, his true and lawful attorneys-in-fact and agents, each with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any amendments or post-effective
  amendments to this Registration Statement and to file the same with all exhibits
  thereto and other documents in connection therewith with the Securities and
  Exchange Commission, granting unto each of 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 might or could do in person, hereby ratifying and
  confirming all that each of said attorneys-in-fact and agents, or his substitute
  or substitutes, may 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 by the following persons in the
  capacities and on the date indicated.
  Signature                     Title                              Date
  - ---------                     -----                              ----
  /s/ Roger W. Blethen          President (Principal          December 13, 1995
  - --------------------------    Executive Officer)
  Roger W. Blethen              
  
  /s/ Martin S. Francis         President (Principal          December 13, 1995
  - --------------------------    Executive Officer)
  Martin S. Francis             
  
  /s/ John J. Arcari            Chief Financial Officer       December 13, 1995
  - --------------------------    and Treasurer (Principal
  John J. Arcari                Financial Officer)
  II - 5
  7
  /s/ Glenn W. Meloni           Controller (Principal         December 13, 1995
  - --------------------------    Accounting Officer)
  Glenn W. Meloni               
  
  /s/ Graham C.C. Miller        Chairman of the Board         December 13, 1995
  - --------------------------
  Graham C.C. Miller
  
  /s/ Jacques Bouyer            Director                      December 13, 1995
  - --------------------------
  Jacques Bouyer
  
  /s/ Robert E. Moore           Director                      December 13, 1995
  - --------------------------
  Robert E. Moore
  
  /s/ Roger J. Maggs            Director                      December 13, 1995
  - --------------------------
  Roger J. Maggs
  
  /s/ Samuel Rubinovitz         Director                      December 13, 1995
  - --------------------------
  Samuel Rubinovitz
  II - 6
  8
                                  
                                  
                                  
                                  
                                  Exhibit Index
  Exhibit No.          Description of Document
  - -----------          -----------------------
  4         1993 Employees' Stock Purchase Plan
  
       5         Opinion of Pamela A. Keating
  
       23(A)     Consent of Arthur Andersen LLP
  
       23(B)     Consent of Pamela A. Keating
                 is contained in its opinion filed
                 as Exhibit 5
  
       24        Power of Attorney (contained on the signature page)
  II - 7