content: <PAGE>
        As filed with the Securities and Exchange Commission on July 22, 2002
  
                                                   Registration No. 333- _________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                            -----------------------------
  
                                  FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  CABOT CORPORATION
  
               (Exact Name Of Registrant As Specified In Its Charter)
               ------------------------------------------------------
  
                  DELAWARE                                       04-2271897
        (State or Other Jurisdiction                          (I.R.S. Employer
      of Incorporation or Organization)                      Identification No.)
  
        TWO SEAPORT LANE, SUITE 1300                                02210
                 BOSTON, MA                                       (ZIP CODE)
  (Address of Principal Executive Offices)
  
                            -----------------------------
  
                             1999 EQUITY INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                   Ho-il Kim, Esq.
                         Vice President and General Counsel
                                  Cabot Corporation
                                  Two Seaport Lane
                                     Suite 1300
                                  Boston, MA 02210
                       (Name and Address of Agent for Service)
                       ---------------------------------------
  
                                    617-345-0100
            (Telephone Number, Including Area Code, of Agent for Service)
            -------------------------------------------------------------
  
                           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 (1)
  -----------------------------------------------------------------------------------------------------
  <S>                     <C>                <C>                  <C>                  <C>
  Common Stock,
  Par Value $1.00        3,000,000 shares        $25.23             $75,690,000         $6,963.48(2)
  =====================================================================================================
  </TABLE>
  
  (1)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
       amended, and based on the average of the high and low prices of the
       Registrant's common stock as reported on the New York Stock Exchange
       Composite Transactions on July 15, 2002.
  
  (2)  The filing fee remitted has been reduced by $275.33, the amount available
       in registrant's account with the Commission, account number 0000016040.
  
       Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
       statement also covers such additional shares of Common Stock as may be
       issued to prevent dilution from stock splits, stock dividends and similar
       transactions.
  
  ================================================================================
  <PAGE>
  
                       Statement of Incorporation by Reference
  
  The Registrant incorporates by reference into this registration statement the
  contents of its registration statement on Form S-8 (File No. 333-82353) filed
  with the Commission on July 6, 1999 relating to the Registrant's 1999 Equity
  Incentive Plan.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  Ho-il Kim, Vice President and General Counsel to the registrant, has opined as
  to the legality of the securities being offered by this registration statement.
  At the time of rendering his opinion, Mr. Kim had a substantial interest in the
  registrant, as defined by the rules of the Commission, in that the fair market
  value of the approximately 24,000 shares of Common Stock owned by him exceeds
  $50,000. It is anticipated that additional shares will be issued to Mr. Kim
  pursuant to the registrants 1999 Equity Incentive Plan.
  
  ITEM 8. EXHIBITS.
  
           Exhibit
  
            5.1     Opinion of Ho-il Kim, Vice President and General Counsel.
  
           23.1     Consent of PricewaterhouseCoopers LLP.
  
           23.2     Consent of Ho-il Kim, Vice President and General Counsel
                    (included in the opinion filed as Exhibit 5.1).
  
           24       Power of Attorney (included on signature page of this
                    registration statement).
  <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 Boston, The Commonwealth of Massachusetts, on this
  18th day of July, 2002.
  
                                      CABOT CORPORATION
  
  
                                  By: /s/ Kennett F. Burnes
                                      --------------------------------------------
                                      Name: Kennett F. Burnes
                                      Title: President and Chief Executive Officer
  
  
                          SIGNATURES AND POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Ho-il
  Kim and Jane A. Bell and each of them singly, his or her true and lawful
  attorney-in-fact and agent with full power of substitution and resubstitution,
  for him or her and in his or her name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement on Form S-8 to be filed by Cabot Corporation, and
  to file the same, with all exhibits thereto, and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents full power and authority to be done in and about
  the premises, as fully to all intents and purposes as he or she might or could
  do in person, hereby ratifying and confirming all that said attorneys-in-fact
  and agents, or their substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
                                       * * * *
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  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/ Kennett F. Burnes         Director, Chairman of the Board,        July 18, 2002
  --------------------------    Chief Executive Officer and President
  KENNETT F. BURNES             (Principal Executive Officer)
  
  
  /s/ John A. Shaw              Executive Vice President and Chief      July 18, 2002
  --------------------------    Financial Officer
  JOHN A. SHAW                  (Principal Financial Officer)
  
  
  /s/ Eduardo E. Cordeiro       Controller
  --------------------------    (Controller/Principal Accounting        July 18, 2002
  EDUARDO E. CORDEIRO           Officer)
  
  
  /s/ John G.L. Cabot           Director                                July 18, 2002
  --------------------------
  JOHN G.L. CABOT
  </TABLE>
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  Signature                     Title                                   Date
  ---------                     -----                                   ----
  
  <S>                           <C>                                     <C>
  /s/ John S. Clarkeson         Director                                July 18, 2002
  --------------------------
  JOHN S. CLARKESON
  
  
  /s/ Arthur L. Goldstein       Director                                July 18, 2002
  --------------------------
  ARTHUR L. GOLDSTEIN
  
  
  /s/ Gautam S. Kaji            Director                                July 18, 2002
  --------------------------
  GAUTAM S. KAJI
  
  
  /s/ Roderick C.G. MacLeod     Director                                July 18, 2002
  --------------------------
  RODERICK C.G. MACLEOD
  
  
  /s/ John H. McArthur          Director                                July 18, 2002
  --------------------------
  JOHN H. MCARTHUR
  
  
  /s/ John F. O'Brien           Director                                July 18, 2002
  --------------------------
  JOHN F. O'BRIEN
  
  
  /s/ Ronaldo H. Schmitz        Director                                July 18, 2002
  --------------------------
  RONALDO H. SCHMITZ
  
  /s/ Lydia W. Thomas           Director                                July 18, 2002
  --------------------------
  LYDIA W. THOMAS
  
  
  /s/ Mark S. Wrighton          Director                                July 18, 2002
  --------------------------
  MARK S. WRIGHTON
  </TABLE>
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Number              Title of Exhibit
  ------              ----------------
  
   5.1                Opinion of Ho-il Kim, Vice President and General Counsel.
  
  23.1                Consent of PricewaterhouseCoopers LLP.
  
  23.2                Consent of Ho-il Kim, Vice President and General Counsel
                      (included in the opinion filed as Exhibit 5.1).
  
  24                  Power of Attorney (included on signature page of this
                      registration statement).
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43509casv8.txt", "description": "CABOT CORPORATION", "secsgml_size_bytes": 9909}]
metadata_filer: {"company-data": {"conformed-name": "CABOT CORP", "cik": "0000016040", "assigned-sic": "2890", "irs-number": "042271897", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96879", "film-number": "02707679"}, "business-address": {"street1": "TWO SEAPORT LANE SUITE 1300", "city": "BOSTON", "state": "MA", "zip": "02109-1806", "phone": "6173450100"}, "mail-address": {"street1": "TWO SEAPORT LANE SUITE 1300", "city": "BOSTON", "state": "MA", "zip": "82109"}, "former-company": {"former-conformed-name": "CABOT GODFREY L INC", "date-changed": "19680418"}}
text: As filed with the Securities and Exchange Commission on July 22, 2002
  
                                                   Registration No. 333- _________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                            -----------------------------
  
                                  FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  CABOT CORPORATION
  
               (Exact Name Of Registrant As Specified In Its Charter)
               ------------------------------------------------------
  
                  DELAWARE                                       04-2271897
        (State or Other Jurisdiction                          (I.R.S. Employer
      of Incorporation or Organization)                      Identification No.)
  
        TWO SEAPORT LANE, SUITE 1300                                02210
                 BOSTON, MA                                       (ZIP CODE)
  (Address of Principal Executive Offices)
  
                            -----------------------------
  
                             1999 EQUITY INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                   Ho-il Kim, Esq.
                         Vice President and General Counsel
                                  Cabot Corporation
                                  Two Seaport Lane
                                     Suite 1300
                                  Boston, MA 02210
                       (Name and Address of Agent for Service)
                       ---------------------------------------
  
                                    617-345-0100
            (Telephone Number, Including Area Code, of Agent for Service)
            -------------------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  =====================================================================================================
  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 (1)
  -----------------------------------------------------------------------------------------------------
  Common Stock,
  Par Value $1.00        3,000,000 shares        $25.23             $75,690,000         $6,963.48(2)
  =====================================================================================================
  (1)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
       amended, and based on the average of the high and low prices of the
       Registrant's common stock as reported on the New York Stock Exchange
       Composite Transactions on July 15, 2002.
  
  (2)  The filing fee remitted has been reduced by $275.33, the amount available
       in registrant's account with the Commission, account number 0000016040.
  
       Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
       statement also covers such additional shares of Common Stock as may be
       issued to prevent dilution from stock splits, stock dividends and similar
       transactions.
  
  ================================================================================
  Statement of Incorporation by Reference
  
  The Registrant incorporates by reference into this registration statement the
  contents of its registration statement on Form S-8 (File No. 333-82353) filed
  with the Commission on July 6, 1999 relating to the Registrant's 1999 Equity
  Incentive Plan.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  Ho-il Kim, Vice President and General Counsel to the registrant, has opined as
  to the legality of the securities being offered by this registration statement.
  At the time of rendering his opinion, Mr. Kim had a substantial interest in the
  registrant, as defined by the rules of the Commission, in that the fair market
  value of the approximately 24,000 shares of Common Stock owned by him exceeds
  $50,000. It is anticipated that additional shares will be issued to Mr. Kim
  pursuant to the registrants 1999 Equity Incentive Plan.
  
  ITEM 8. EXHIBITS.
  
           Exhibit
  
            5.1     Opinion of Ho-il Kim, Vice President and General Counsel.
  
           23.1     Consent of PricewaterhouseCoopers LLP.
  
           23.2     Consent of Ho-il Kim, Vice President and General Counsel
                    (included in the opinion filed as Exhibit 5.1).
  
           24       Power of Attorney (included on signature page of this
                    registration statement).
  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 Boston, The Commonwealth of Massachusetts, on this
  18th day of July, 2002.
  
                                      CABOT CORPORATION
  
                                  By: /s/ Kennett F. Burnes
                                      --------------------------------------------
                                      Name: Kennett F. Burnes
                                      Title: President and Chief Executive Officer
  
                          SIGNATURES AND POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Ho-il
  Kim and Jane A. Bell and each of them singly, his or her true and lawful
  attorney-in-fact and agent with full power of substitution and resubstitution,
  for him or her and in his or her name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement on Form S-8 to be filed by Cabot Corporation, and
  to file the same, with all exhibits thereto, and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents full power and authority to be done in and about
  the premises, as fully to all intents and purposes as he or she might or could
  do in person, hereby ratifying and confirming all that said attorneys-in-fact
  and agents, or their substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
                                       * * * *
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                     Title                                   Date
  ---------                     -----                                   ----
  /s/ Kennett F. Burnes         Director, Chairman of the Board,        July 18, 2002
  --------------------------    Chief Executive Officer and President
  KENNETT F. BURNES             (Principal Executive Officer)
  
  /s/ John A. Shaw              Executive Vice President and Chief      July 18, 2002
  --------------------------    Financial Officer
  JOHN A. SHAW                  (Principal Financial Officer)
  
  /s/ Eduardo E. Cordeiro       Controller
  --------------------------    (Controller/Principal Accounting        July 18, 2002
  EDUARDO E. CORDEIRO           Officer)
  
  /s/ John G.L. Cabot           Director                                July 18, 2002
  --------------------------
  JOHN G.L. CABOT
  Signature                     Title                                   Date
  ---------                     -----                                   ----
  /s/ John S. Clarkeson         Director                                July 18, 2002
  --------------------------
  JOHN S. CLARKESON
  
  /s/ Arthur L. Goldstein       Director                                July 18, 2002
  --------------------------
  ARTHUR L. GOLDSTEIN
  
  /s/ Gautam S. Kaji            Director                                July 18, 2002
  --------------------------
  GAUTAM S. KAJI
  
  /s/ Roderick C.G. MacLeod     Director                                July 18, 2002
  --------------------------
  RODERICK C.G. MACLEOD
  
  /s/ John H. McArthur          Director                                July 18, 2002
  --------------------------
  JOHN H. MCARTHUR
  
  /s/ John F. O'Brien           Director                                July 18, 2002
  --------------------------
  JOHN F. O'BRIEN
  
  /s/ Ronaldo H. Schmitz        Director                                July 18, 2002
  --------------------------
  RONALDO H. SCHMITZ
  
  /s/ Lydia W. Thomas           Director                                July 18, 2002
  --------------------------
  LYDIA W. THOMAS
  
  /s/ Mark S. Wrighton          Director                                July 18, 2002
  --------------------------
  MARK S. WRIGHTON
  EXHIBIT INDEX
  
  Number              Title of Exhibit
  ------              ----------------
  
   5.1                Opinion of Ho-il Kim, Vice President and General Counsel.
  
  23.1                Consent of PricewaterhouseCoopers LLP.
  
  23.2                Consent of Ho-il Kim, Vice President and General Counsel
                      (included in the opinion filed as Exhibit 5.1).
  
  24                  Power of Attorney (included on signature page of this
                      registration statement).