content: <PAGE>   1
        As filed with the Securities and Exchange Commission on May 30, 2000
  
                                         REGISTRATION STATEMENT NO. 333-__________
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                              ZOLL MEDICAL CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
       MASSACHUSETTS                                       04-2711626
  (STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
  
                                  32 SECOND AVENUE
                                BURLINGTON, MA 01803
                                   (781) 229-0020
      (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                    OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                                 401(K) SAVINGS PLAN
                              (FULL TITLE OF THE PLAN)
  
                               ----------------------
  
                                  RICHARD A. PACKER
                   CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                              ZOLL MEDICAL CORPORATION
                                  32 SECOND AVENUE
                                BURLINGTON, MA 01803
                                   (781) 229-0020
  
              (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                     INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                               ----------------------
  
                                   With a Copy to:
  
                               RAYMOND C. ZEMLIN, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                               ----------------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
    Title of Securities Being           Amounts to be        Proposed Maximum            Proposed Maximum              Amount of
            Registered                 Registered (1)   Offering Price Per Share(2)  Aggregate Offering Price       Registration Fee
  ====================================================================================================================================
  <S>                             <C>                 <C>                          <C>                         <C>
   Common Stock, par value $.02
          Per share (3)                    40,000               $48.6875                   $1,947,500                     $515
  ------------------------------------------------------------------------------------------------------------------------------------
          Plan Interests                    (4)                     N/A                         N/A                       (4)
  ====================================================================================================================================
  </TABLE>
  
  (1)  This Registration Statement also relates to such indeterminate number of
       additional shares of Zoll Medical Corporation Common Stock as may be
       required pursuant to the Registrant's 401(k) Plan in the event of a stock
       dividend, reverse stock split, split-up, recapitalization, forfeiture of
       stock under the plan or other similar event.
  
  (2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
       Act of 1933, as amended (the "Securities Act") solely for the purposes of
       determining the amount of the registration fee. The registration fee is
       based upon the average of the high and low prices for the Registrant's
       Common Stock, par value $.02 per share, as reported on The Nasdaq National
       Market on May 24, 2000.
  
  (3)  This Registration Statement also relates to the rights to purchase shares
       of Series A Junior Participating Cumulative Preferred Stock of the
       Registrant which are attached to all shares of Common Stock issued,
       pursuant to the terms of the Registrant's Shareholder Rights Agreement
       dated as of June 8, 1998. Until the occurrence of certain prescribed
       events, the rights are not exercisable, are evidenced by the certificates
       for the Common Stock and will be transferred with and only with such Common
       Stock. Because no separate consideration is paid for the rights, the
       registration fee therefore is included in the fee for the Common Stock.
  
  (4)  In addition, pursuant to Rule 416(c) under the Securities Act, this
       registration statement also covers an indeterminate amount of interests to
       be offered or sold pursuant to the employee benefit plan described herein.
       In accordance with Rule 457(h)(2), no separate fee calculation is made for
       plan interests.
  
  ================================================================================
  
  <PAGE>   2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  Item 1.   PLAN INFORMATION.*
  
  Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  
       * Information required by Part I to be contained in the Section 10(a)
  Prospectuses is omitted from this Registration Statement in accordance with Rule
  428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
  Note to Part I of Form S-8. The document(s) containing the information specified
  in Part I will be sent or given to employees as specified by Rule 428(b)(1).
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       We hereby incorporate by reference the following documents which we have
  previously filed with the Securities and Exchange Commission pursuant to the
  Securities and Exchange Act of 1934, as amended, (the "Exchange Act"):
  
       (a)  our annual report on Form 10-K filed with the Securities and Exchange
            Commission on December 30, 1999;
  
       (b)  our Quarterly Reports on Form 10-Q filed with the Securities and
            Exchange Commission on February 15, 2000 and May 16, 2000;
  
       (c)  our Current Report on Form 8-K filed with the Securities and Exchange
            Commission on October 29, 1999, as amended on December 29, 1999,
            January 18, 2000 and January 28, 2000; and
  
       (d)  the description of our Common Stock contained in the Registration
            Statement on Form 8-A, filed pursuant to Section 12 of the Exchange
            Act on May 15, 1992, including any amendments or reports filed for the
            purposes of updating such description.
  
       In addition, all documents we have subsequently filed with the Securities
  and Exchange Commission 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 hereunder have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents. Any statement contained in a document incorporated
  by reference herein shall be deemed to be modified or superseded for purposes
  hereof to the extent that a statement contained herein or in any subsequently
  filed document which also is incorporated by reference herein modifies or
  supersedes such statement. Any 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.
  
  
  
                                         2
  <PAGE>   3
  
  
  Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the shares to be offered hereby will be passed upon for
  Zoll Medical Corporation by Goodwin, Procter & Hoar LLP Boston, Massachusetts,
  counsel to Zoll Medical Corporation. A professional corporation controlled by
  Raymond C. Zemlin, our Clerk, is a partner of Goodwin, Procter & Hoar LLP which
  receives compensation from us for rendering legal services.
  
  Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Our restated articles of organization provide that a director shall not
  have personal liability to us or our shareholders for monetary damages arising
  out of the director's breach of fiduciary duty as a director, provided, however,
  that such provision does not eliminate or limit the liability of a director (i)
  for any breach of the director's duty of loyalty to the corporation or its
  shareholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or knowing violation of law, (iii) under Sections 61 or
  62 of the Massachusetts Business Corporation Law dealing with liability for
  unauthorized distributions and loans to insiders, respectively, or (iv) for any
  transaction from which the director derived an improper personal benefit. No
  amendment or repeal of our articles of organization shall adversely effect these
  provisions for acts occurring prior to such amendment.
  
       Our amended and restated by-laws further provide that, except as limited by
  law, we shall indemnify each person who is or was a director or officer of our
  company and each person who is or was a director or officer of our company who
  is serving, or shall have served, at our request, as director, officer,
  employee, trustee, partner or other agent of another organization or in any
  capacity with respect to any employee benefit plan of our company, against all
  expenses actually and reasonably incurred (including attorneys' fees and
  distributions), judgments, awards, fines and penalties and reasonable amounts
  paid in settlement of a proceeding incurred by him or on his behalf in
  connection with, or arising out of, the defense or disposition of any
  threatened, pending or completed action, suit or other proceeding, whether
  civil, criminal, administrative or investigative, in which he may be involved by
  reason of being or having been such a director or officer or as a result of
  service with respect to any such employee benefit plan. We shall not indemnify
  any director or officer who did not act in the good faith and reasonable belief
  that his actions were in the best interests of the company or, with respect to a
  criminal matter, who did not have reasonable cause to believe that his conduct
  was lawful. Additionally, our by-laws provide that no indemnification shall be
  provided to a director or officer with respect to any proceeding by or in the
  right of the company or if it is determined that such party received an improper
  personal benefit, provided that expenses incurred in successfully defending an
  allegation of improper personal benefit may be paid by the company if approved
  by the Board of Directors. Section 67 of Chapter 156B of the Massachusetts
  General Laws authorizes a corporation to indemnify its directors, officers,
  employees and other agents unless such person shall have been adjudicated in any
  proceeding not to have acted in good faith in the reasonable belief that such
  action was in the best interests of the corporation or, to the extent such
  matter is related to service with respect to an employee benefit plan, in the
  best interests of the participants or beneficiaries of such employee benefit
  plan.
  
       The effect of these provisions would be to permit indemnification by us
  for, among other liabilities, liabilities arising out of the Securities Act.
  
       Section 67 of the Massachusetts Business Corporation Law also affords a
  Massachusetts corporation the power to obtain insurance on behalf of its
  directors and officers against liabilities incurred by them in those capacities.
  We have procured a directors' and officers' liability and company reimbursement
  liability insurance policy that (i) insures our directors and officers against
  losses (above a deductible amount) arising from certain claims made against them
  by reason of certain acts done or attempted by such directors or officers and
  (ii) insures us against losses (above a deductible amount) arising from any such
  claims, but only if we are required or permitted to indemnify such directors or
  officers for such losses under statutory or common law or under provisions of
  our amended and restated articles of organization or amended and restated
  by-laws.
  
  Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not Applicable.
  
  
  
                                          3
  
  <PAGE>   4
  
  
  
  Item 8.   EXHIBITS.
  
       The following is a complete list of exhibits filed as part of this
  Registration Statement.
  
  EXHIBITS
  
         *4.1    Zoll Medical Corporation Restated Articles of Organization
         *4.2    Zoll Medical Corporation Amended and Restated By-laws
        **4.3    Shareholder Rights Plan
          5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                 securities being registered
         23.1    Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
         23.2    Consent of Ernst & Young LLP
         24.1    Powers of Attorney (included on signature pages to this
                 Registration Statement)
  
  *    Incorporated by reference to the relevant exhibit to the Zoll Medical
       Corporation Registration Statement on Form S-1, as amended, filed with the
       Securities and Exchange Commission on May 15, 1992 (Registration Statement
       No. 33-47937).
  
  **   Incorporated by reference to the relevant exhibit to our Current Report on
       Form 8-K filed with the Securities and Exchange Commission on June 11,
       1998.
  
  We hereby undertake that we will submit or have submitted the Plan and any
  amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner
  and have made all changes required by the IRS in order to qualify the Plan under
  Section 401 of the Internal Revenue Code.
  
  Item 9.   UNDERTAKINGS.
  
       (a) Zoll Medical Corporation 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; and
  
                 (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;
  
                 (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)(1)(i) and (a)(1)(ii) herein 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
       Zoll Medical Corporation  pursuant to Section 13 or Section 15(d) of the
       Exchange Act that are incorporated by reference in the Registration
       Statement.
  
            (2) 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
       therein, and the offering of such securities at that time shall be deemed
       to be the initial bona fide offering thereof.
  
            (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 offering.
  
  
                                          4
  
  <PAGE>   5
  
  
  
                 (b) Zoll Medical Corporation hereby undertakes that, for purposes
            of determining any liability under the Securities Act, each filing of
            Zoll Medical Corporation's annual report pursuant to Section 13(a) or
            15(d) of the Exchange Act (and, where applicable, each filing of an
            employee benefit plan's annual report pursuant to Section 15(d) of the
            Exchange Act) that is incorporated by reference in the 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 and controlling
            persons of Zoll Medical Corporation pursuant to the foregoing
            provisions, or otherwise, Zoll Medical Corporation has been advised
            that in the opinion of the Securities and Exchange 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 Zoll Medical Corporation of expenses incurred or paid by a
            director, officer or controlling person of Zoll Medical Corporation 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, Zoll Medical Corporation 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.
  
                                          5
  
  <PAGE>   6
  
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, Zoll Medical
  Corporation 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 Burlington, The Commonwealth of Massachusetts on
  this 26th day of May, 2000.
  
  
                                  Zoll Medical Corporation
  
  
                                  By: /s/ Richard A. Packer
                                     --------------------------------------------
                                                   Richard A. Packer
                                         Chief Executive Officer and President
  
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints each of Richard A. Packer and A. Ernest Whiton
  such person's true and lawful attorney-in-fact and agent with full power of
  substitution and resubstitution, for such person and in such person's name,
  place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same, with all exhibits thereto, and all documents in connection
  therewith, with the Securities and Exchange Commission, granting unto each said
  attorney-in-fact and agent 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 such person might or could do
  in person, hereby ratifying and confirming all that any said attorney-in-fact
  and agent, or any substitute or substitutes of any of them, may lawfully 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 dates indicated.
  
  <TABLE>
  <CAPTION>
  
                SIGNATURE                         TITLE                                 DATE
                ---------                         -----                                 ----
  <S>                           <C>                                               <C>
  
  /s/ Richard A. Packer             Chief Executive Officer, President               May 24, 2000
  -----------------------------     and Director (Principal Executive Officer)
  Rchard A. Packer
  
  /s/ A. Ernest Whiton              Chief Financial Officer (Principal               May 26, 2000
  -----------------------------     Financial and Accounting Officer)
  A. Ernest Whiton
  
  /s/ Willard M. Bright             Director                                         May 26, 2000
  -----------------------------
  Willard M. Bright
  
                                    Director                                         ------------
  -----------------------------
  Thomas M. Claflin, II
  
  /s/ James W. Biondi               Director                                         May 24, 2000
  -----------------------------
  James W. Biondi
  
  /s/ M. Stephen Heilman            Director                                         May 24, 2000
  ------------------------------
  M. Stephen Heilman
  
  </TABLE>
  
                                         S-1
  
  <PAGE>   7
  
  
  /s/ Daniel M. Mulvena
  ------------------------------     Director                     May 24, 2000
  Daniel M. Mulvena
  
  /s/ Benson F. Smith
  ------------------------------     Director                     May 24, 2000
  Benson F. Smith
  
  
       Pursuant to the requirements of the Securities Act of 1933, the trustee (or
  other persons who administer the Plan) has duly caused this Form S-8
  Registration Statement to be signed on behalf of the Plan by the undersigned,
  thereunto duly authorized, in the City of Burlington, The Commonwealth of
  Massachusetts on this 26th day of May, 2000.
  
  
                              ZOLL MEDICAL CORPORATION 401(K)
                              SAVINGS PLAN
  
  
                              By:  Zoll Medical Corporation
                                   Plan Administration of the 401(k) Savings Plan
  
                              By: /s/ Maureen H. Callahan
                                 -----------------------------------------------
                                 Name: Maureen H. Callahan
  
  
                                         S-2
  
  <PAGE>   8
  
  
  
                                    EXHIBIT INDEX
  
  
  
  
  EXHIBIT NO.       DESCRIPTION
  -----------       -----------
  
    *4.1            Zoll Medical Corporation Restated Articles of Organization
    *4.2            Zoll Medical Corporation Amended and Restated By-laws
   **4.3            Shareholder Rights Plan
     5.1            Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered
    23.1            Consent of Goodwin, Procter & Hoar LLP (included in
                    Exhibit 5.1)
    23.2            Consent of Ernst & Young LLP
    24.1            Powers of Attorney (included on signature pages to this
                    Registration Statement)
  
  *    Incorporated by reference to the relevant exhibit to the Zoll Medical
       Corporation Registration Statement on Form S-1, as amended, filed with the
       Securities and Exchange Commission on May 15, 1992 (Registration Statement
       No. 33-47937).
  
  **   Incorporated by reference to the relevant exhibit to our Current Report on
       Form 8-K filed with the Securities and Exchange Commission on June 11,
       1998.
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metadata_filer: {"company-data": {"conformed-name": "ZOLL MEDICAL CORPORATION", "cik": "0000887568", "assigned-sic": "3845", "irs-number": "042711626", "state-of-incorporation": "MA", "fiscal-year-end": "0928"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38048", "film-number": "646002"}, "business-address": {"street1": "32 SECOND AVENUE", "city": "BURLINGTON", "state": "MA", "zip": "01803-4420", "phone": "7812290020"}, "mail-address": {"street1": "32 SECOND AVENUE", "city": "BURLINGTON", "state": "MA", "zip": "01803-4420"}}
text: 1
        As filed with the Securities and Exchange Commission on May 30, 2000
  
                                         REGISTRATION STATEMENT NO. 333-__________
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                              ZOLL MEDICAL CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
       MASSACHUSETTS                                       04-2711626
  (STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
  
                                  32 SECOND AVENUE
                                BURLINGTON, MA 01803
                                   (781) 229-0020
      (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                    OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                                 401(K) SAVINGS PLAN
                              (FULL TITLE OF THE PLAN)
  
                               ----------------------
  
                                  RICHARD A. PACKER
                   CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                              ZOLL MEDICAL CORPORATION
                                  32 SECOND AVENUE
                                BURLINGTON, MA 01803
                                   (781) 229-0020
  
              (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                     INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                               ----------------------
  
                                   With a Copy to:
  
                               RAYMOND C. ZEMLIN, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                               ----------------------
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
    Title of Securities Being           Amounts to be        Proposed Maximum            Proposed Maximum              Amount of
            Registered                 Registered (1)   Offering Price Per Share(2)  Aggregate Offering Price       Registration Fee
  ====================================================================================================================================
  Common Stock, par value $.02
          Per share (3)                    40,000               $48.6875                   $1,947,500                     $515
  ------------------------------------------------------------------------------------------------------------------------------------
          Plan Interests                    (4)                     N/A                         N/A                       (4)
  ====================================================================================================================================
  (1)  This Registration Statement also relates to such indeterminate number of
       additional shares of Zoll Medical Corporation Common Stock as may be
       required pursuant to the Registrant's 401(k) Plan in the event of a stock
       dividend, reverse stock split, split-up, recapitalization, forfeiture of
       stock under the plan or other similar event.
  
  (2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
       Act of 1933, as amended (the "Securities Act") solely for the purposes of
       determining the amount of the registration fee. The registration fee is
       based upon the average of the high and low prices for the Registrant's
       Common Stock, par value $.02 per share, as reported on The Nasdaq National
       Market on May 24, 2000.
  
  (3)  This Registration Statement also relates to the rights to purchase shares
       of Series A Junior Participating Cumulative Preferred Stock of the
       Registrant which are attached to all shares of Common Stock issued,
       pursuant to the terms of the Registrant's Shareholder Rights Agreement
       dated as of June 8, 1998. Until the occurrence of certain prescribed
       events, the rights are not exercisable, are evidenced by the certificates
       for the Common Stock and will be transferred with and only with such Common
       Stock. Because no separate consideration is paid for the rights, the
       registration fee therefore is included in the fee for the Common Stock.
  
  (4)  In addition, pursuant to Rule 416(c) under the Securities Act, this
       registration statement also covers an indeterminate amount of interests to
       be offered or sold pursuant to the employee benefit plan described herein.
       In accordance with Rule 457(h)(2), no separate fee calculation is made for
       plan interests.
  
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.   PLAN INFORMATION.*
  
  Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
       * Information required by Part I to be contained in the Section 10(a)
  Prospectuses is omitted from this Registration Statement in accordance with Rule
  428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
  Note to Part I of Form S-8. The document(s) containing the information specified
  in Part I will be sent or given to employees as specified by Rule 428(b)(1).
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       We hereby incorporate by reference the following documents which we have
  previously filed with the Securities and Exchange Commission pursuant to the
  Securities and Exchange Act of 1934, as amended, (the "Exchange Act"):
  
       (a)  our annual report on Form 10-K filed with the Securities and Exchange
            Commission on December 30, 1999;
  
       (b)  our Quarterly Reports on Form 10-Q filed with the Securities and
            Exchange Commission on February 15, 2000 and May 16, 2000;
  
       (c)  our Current Report on Form 8-K filed with the Securities and Exchange
            Commission on October 29, 1999, as amended on December 29, 1999,
            January 18, 2000 and January 28, 2000; and
  
       (d)  the description of our Common Stock contained in the Registration
            Statement on Form 8-A, filed pursuant to Section 12 of the Exchange
            Act on May 15, 1992, including any amendments or reports filed for the
            purposes of updating such description.
  
       In addition, all documents we have subsequently filed with the Securities
  and Exchange Commission 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 hereunder have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents. Any statement contained in a document incorporated
  by reference herein shall be deemed to be modified or superseded for purposes
  hereof to the extent that a statement contained herein or in any subsequently
  filed document which also is incorporated by reference herein modifies or
  supersedes such statement. Any 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.
  
                                         2
  3
  
  Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the shares to be offered hereby will be passed upon for
  Zoll Medical Corporation by Goodwin, Procter & Hoar LLP Boston, Massachusetts,
  counsel to Zoll Medical Corporation. A professional corporation controlled by
  Raymond C. Zemlin, our Clerk, is a partner of Goodwin, Procter & Hoar LLP which
  receives compensation from us for rendering legal services.
  
  Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Our restated articles of organization provide that a director shall not
  have personal liability to us or our shareholders for monetary damages arising
  out of the director's breach of fiduciary duty as a director, provided, however,
  that such provision does not eliminate or limit the liability of a director (i)
  for any breach of the director's duty of loyalty to the corporation or its
  shareholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or knowing violation of law, (iii) under Sections 61 or
  62 of the Massachusetts Business Corporation Law dealing with liability for
  unauthorized distributions and loans to insiders, respectively, or (iv) for any
  transaction from which the director derived an improper personal benefit. No
  amendment or repeal of our articles of organization shall adversely effect these
  provisions for acts occurring prior to such amendment.
  
       Our amended and restated by-laws further provide that, except as limited by
  law, we shall indemnify each person who is or was a director or officer of our
  company and each person who is or was a director or officer of our company who
  is serving, or shall have served, at our request, as director, officer,
  employee, trustee, partner or other agent of another organization or in any
  capacity with respect to any employee benefit plan of our company, against all
  expenses actually and reasonably incurred (including attorneys' fees and
  distributions), judgments, awards, fines and penalties and reasonable amounts
  paid in settlement of a proceeding incurred by him or on his behalf in
  connection with, or arising out of, the defense or disposition of any
  threatened, pending or completed action, suit or other proceeding, whether
  civil, criminal, administrative or investigative, in which he may be involved by
  reason of being or having been such a director or officer or as a result of
  service with respect to any such employee benefit plan. We shall not indemnify
  any director or officer who did not act in the good faith and reasonable belief
  that his actions were in the best interests of the company or, with respect to a
  criminal matter, who did not have reasonable cause to believe that his conduct
  was lawful. Additionally, our by-laws provide that no indemnification shall be
  provided to a director or officer with respect to any proceeding by or in the
  right of the company or if it is determined that such party received an improper
  personal benefit, provided that expenses incurred in successfully defending an
  allegation of improper personal benefit may be paid by the company if approved
  by the Board of Directors. Section 67 of Chapter 156B of the Massachusetts
  General Laws authorizes a corporation to indemnify its directors, officers,
  employees and other agents unless such person shall have been adjudicated in any
  proceeding not to have acted in good faith in the reasonable belief that such
  action was in the best interests of the corporation or, to the extent such
  matter is related to service with respect to an employee benefit plan, in the
  best interests of the participants or beneficiaries of such employee benefit
  plan.
  
       The effect of these provisions would be to permit indemnification by us
  for, among other liabilities, liabilities arising out of the Securities Act.
  
       Section 67 of the Massachusetts Business Corporation Law also affords a
  Massachusetts corporation the power to obtain insurance on behalf of its
  directors and officers against liabilities incurred by them in those capacities.
  We have procured a directors' and officers' liability and company reimbursement
  liability insurance policy that (i) insures our directors and officers against
  losses (above a deductible amount) arising from certain claims made against them
  by reason of certain acts done or attempted by such directors or officers and
  (ii) insures us against losses (above a deductible amount) arising from any such
  claims, but only if we are required or permitted to indemnify such directors or
  officers for such losses under statutory or common law or under provisions of
  our amended and restated articles of organization or amended and restated
  by-laws.
  
  Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not Applicable.
  
                                          3
  4
  
  Item 8.   EXHIBITS.
  
       The following is a complete list of exhibits filed as part of this
  Registration Statement.
  
  EXHIBITS
  
         *4.1    Zoll Medical Corporation Restated Articles of Organization
         *4.2    Zoll Medical Corporation Amended and Restated By-laws
        **4.3    Shareholder Rights Plan
          5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                 securities being registered
         23.1    Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
         23.2    Consent of Ernst & Young LLP
         24.1    Powers of Attorney (included on signature pages to this
                 Registration Statement)
  
  *    Incorporated by reference to the relevant exhibit to the Zoll Medical
       Corporation Registration Statement on Form S-1, as amended, filed with the
       Securities and Exchange Commission on May 15, 1992 (Registration Statement
       No. 33-47937).
  
  **   Incorporated by reference to the relevant exhibit to our Current Report on
       Form 8-K filed with the Securities and Exchange Commission on June 11,
       1998.
  
  We hereby undertake that we will submit or have submitted the Plan and any
  amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner
  and have made all changes required by the IRS in order to qualify the Plan under
  Section 401 of the Internal Revenue Code.
  
  Item 9.   UNDERTAKINGS.
  
       (a) Zoll Medical Corporation 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; and
  
                 (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;
  
                 (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)(1)(i) and (a)(1)(ii) herein 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
       Zoll Medical Corporation  pursuant to Section 13 or Section 15(d) of the
       Exchange Act that are incorporated by reference in the Registration
       Statement.
  
            (2) 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
       therein, and the offering of such securities at that time shall be deemed
       to be the initial bona fide offering thereof.
  
            (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 offering.
  
                                          4
  5
  
                 (b) Zoll Medical Corporation hereby undertakes that, for purposes
            of determining any liability under the Securities Act, each filing of
            Zoll Medical Corporation's annual report pursuant to Section 13(a) or
            15(d) of the Exchange Act (and, where applicable, each filing of an
            employee benefit plan's annual report pursuant to Section 15(d) of the
            Exchange Act) that is incorporated by reference in the 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 and controlling
            persons of Zoll Medical Corporation pursuant to the foregoing
            provisions, or otherwise, Zoll Medical Corporation has been advised
            that in the opinion of the Securities and Exchange 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 Zoll Medical Corporation of expenses incurred or paid by a
            director, officer or controlling person of Zoll Medical Corporation 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, Zoll Medical Corporation 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.
  
                                          5
  6
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, Zoll Medical
  Corporation 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 Burlington, The Commonwealth of Massachusetts on
  this 26th day of May, 2000.
  
                                  Zoll Medical Corporation
  
                                  By: /s/ Richard A. Packer
                                     --------------------------------------------
                                                   Richard A. Packer
                                         Chief Executive Officer and President
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints each of Richard A. Packer and A. Ernest Whiton
  such person's true and lawful attorney-in-fact and agent with full power of
  substitution and resubstitution, for such person and in such person's name,
  place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same, with all exhibits thereto, and all documents in connection
  therewith, with the Securities and Exchange Commission, granting unto each said
  attorney-in-fact and agent 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 such person might or could do
  in person, hereby ratifying and confirming all that any said attorney-in-fact
  and agent, or any substitute or substitutes of any of them, may lawfully 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 dates indicated.
  SIGNATURE                         TITLE                                 DATE
                ---------                         -----                                 ----
  /s/ Richard A. Packer             Chief Executive Officer, President               May 24, 2000
  -----------------------------     and Director (Principal Executive Officer)
  Rchard A. Packer
  
  /s/ A. Ernest Whiton              Chief Financial Officer (Principal               May 26, 2000
  -----------------------------     Financial and Accounting Officer)
  A. Ernest Whiton
  
  /s/ Willard M. Bright             Director                                         May 26, 2000
  -----------------------------
  Willard M. Bright
  
                                    Director                                         ------------
  -----------------------------
  Thomas M. Claflin, II
  
  /s/ James W. Biondi               Director                                         May 24, 2000
  -----------------------------
  James W. Biondi
  
  /s/ M. Stephen Heilman            Director                                         May 24, 2000
  ------------------------------
  M. Stephen Heilman
  S-1
  7
  
  /s/ Daniel M. Mulvena
  ------------------------------     Director                     May 24, 2000
  Daniel M. Mulvena
  
  /s/ Benson F. Smith
  ------------------------------     Director                     May 24, 2000
  Benson F. Smith
  
       Pursuant to the requirements of the Securities Act of 1933, the trustee (or
  other persons who administer the Plan) has duly caused this Form S-8
  Registration Statement to be signed on behalf of the Plan by the undersigned,
  thereunto duly authorized, in the City of Burlington, The Commonwealth of
  Massachusetts on this 26th day of May, 2000.
  
                              ZOLL MEDICAL CORPORATION 401(K)
                              SAVINGS PLAN
  
                              By:  Zoll Medical Corporation
                                   Plan Administration of the 401(k) Savings Plan
  
                              By: /s/ Maureen H. Callahan
                                 -----------------------------------------------
                                 Name: Maureen H. Callahan
  
                                         S-2
  8
  
                                    EXHIBIT INDEX
  
  EXHIBIT NO.       DESCRIPTION
  -----------       -----------
  
    *4.1            Zoll Medical Corporation Restated Articles of Organization
    *4.2            Zoll Medical Corporation Amended and Restated By-laws
   **4.3            Shareholder Rights Plan
     5.1            Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered
    23.1            Consent of Goodwin, Procter & Hoar LLP (included in
                    Exhibit 5.1)
    23.2            Consent of Ernst & Young LLP
    24.1            Powers of Attorney (included on signature pages to this
                    Registration Statement)
  
  *    Incorporated by reference to the relevant exhibit to the Zoll Medical
       Corporation Registration Statement on Form S-1, as amended, filed with the
       Securities and Exchange Commission on May 15, 1992 (Registration Statement
       No. 33-47937).
  
  **   Incorporated by reference to the relevant exhibit to our Current Report on
       Form 8-K filed with the Securities and Exchange Commission on June 11,
       1998.