content: <PAGE>   1
                                                                  Registration No.
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                       Under
  
                             The Securities Act of 1933
                                 __________________
  
                                 CABOT CORPORATION
                 (Exact name of issuer as specified in its charter)
  
  <TABLE>
         <S>                                          <C>
              Delaware                                04-2271897
         (State or other jurisdiction                 (IRS Employer
         of Incorporation or Organization)            Identification No.)
  </TABLE>
  
                                  75 STATE STREET
                          BOSTON, MASSACHUSETTS 02109-1806
            (Address of Principal Executive Office, including zip code)
  
                               EQUITY INCENTIVE PLAN
                              (Full title of the Plan)
  
                             Charles D. Gerlinger, Esq.
                                  75 State Street
                          Boston, Massachusetts 02109-1806
                      (Name and address of agent for service)
  
                                   (617) 345-0100
           (Telephone number, including area code, of agent for service)
  
                                 __________________
  <TABLE>
                          CALCULATION OF REGISTRATION FEE
  ===============================================================================
  <CAPTION>
    Title of         Amount       Proposed    Proposed          Amount of
    Securities       to be        maximum     maximum           registration
    to be            registered   offering    aggregate         fee
    registered                    price per   offering
                                  share (1)   price (1)                          
    -----------------------------------------------------------------------------
    <S>              <C>          <C>         <C>               <C>
    Common Stock,    400,000      $49.00      $19,600,000       $6,759
    par value $1.00  shares (2)
    per share
    (including Preferred Stock Purchase Rights)
  ===============================================================================
  <FN>
    (1)  Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
    determining the registration fee and based on the average of the high and low
    prices of the Registrant's Common Stock, par value $1.00 per share (the
    "Common Stock"), reported on the New York Stock Exchange Composite
    Transactions Index on May 10, 1994.
  
    (2)  Plus such indeterminate number of additional shares of Common Stock as
    may be required in the event of a stock dividend, reverse stock split or
    combination of shares, recapitalization or other change in the Registrant's
    capital stock.  Prior to the occurrence of certain events the Preferred Stock
    Purchase Rights will not be evidenced separately from the Common Stock.
  </TABLE>
  
  <PAGE>   2
  
  
  
    Item 3.   Incorporation of Documents by Reference.
              ----------------------------------------
  
         The following documents which have been previously filed
    with the Securities and Exchange Commission (the "Commission") by
    the Registrant (File No. 1-5667) pursuant to the Securities
    Exchange Act of 1934 (the "Exchange Act") are incorporated by
    reference in this Registration Statement:
  
         (1) The Registrant's Annual Report on Form 10-K for the
    fiscal year ended September 30, 1993;
  
         (2) All other reports filed by the Registrant with the
    Commission pursuant to Section 13(a) or Section 15(d) of the
    Exchange Act since the end of the fiscal year covered by the
    Registrant's Annual Report referred to above; and
  
         (3) The description of the Common Stock and of the
    Registrant's Preferred Stock Purchase Rights contained in the
    Registrant's Registration Statement on Form 8-A, as amended to
    date.
  
         All documents filed by the Registrant with the Commission
    pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
    Act subsequent to the date of this Registration Statement and
    prior to the filing of a post-effective amendment hereto which
    indicate that all securities offered have been sold or which
    deregister all securities then remaining unsold, shall be deemed
    to be incorporated by reference herein and to be a part hereof
    from the date of filing of such documents.
  
    Item 4.   Description of Securities.
              --------------------------
              Not applicable.
  
    Item 5.   Interest of Named Experts and Counsel.
              --------------------------------------
              Not applicable.
  
    Item 6.   Indemnification of Directors and Officers.
              ------------------------------------------
         The Registrant is a Delaware corporation.  Subsection (a) of
    Section 145 of the Delaware General Corporation Law (the "DGCL")
    empowers a corporation to indemnify any person who was or is a
    party or is threatened to be made a party to any threatened,
    pending or completed action, suit or proceeding, whether civil,
    criminal, administrative or investigative (other than an action
    by or in the right of the corporation), by reason of the fact
    that he or she is or was a director, officer, employee or agent of the
    corporation or is or was serving at the request of the corporation 
    as a director, officer, employee or agent of another corporation 
    or enterprise, against expenses (including attorneys' fees), 
    judgments, fines and amounts paid in settlement actually
  
                                      II - 1
  <PAGE>   3
  
  
    and reasonably incurred by him or her in connection with such action,
    suit or proceeding if he acted in good faith in a manner he or she
    reasonably believed to be in or not opposed to the best interest
    of the corporation, and, with respect to any criminal action or
    proceeding, had no cause to believe his or her conduct was unlawful.
  
         Subsection (b) of Section 145 empowers a corporation to
    indemnify any person who was or is a party or is threatened to be
    made a party to any threatened, pending or completed action or
    suit by or in the right of the corporation to procure a judgment
    in its favor by reason of the fact that such a person acted in
    any of the capacities set forth above, against expenses actually
    and reasonably incurred by him or her in connection with the defense or
    settlement of such action or suit if he or she acted under similar
    standards, except that no indemnification may be made in respect
    of any claim, issue or matter as to which such person shall have
    been adjudged to be liable to the corporation unless and only to
    the extent that the Delaware Court of Chancery or the court in
    which such action was brought shall determine that despite the
    adjudication of liability such person is fairly and reasonably
    entitled to indemnity for such expenses which the court shall
    deem proper.
  
         Section 145 further provides that: (i) to the extent that a
    director or officer of a corporation has been successful in the
    defense of any action, suit or proceeding referred to in
    subsections (a) and (b) or in the defense of any claim, issue or
    matter therein, he or she shall be indemnified against expenses
    (including attorneys' fees) actually and reasonably incurred by
    him or her in connection therewith and (ii) indemnification provided for
    by Section 145 shall not be deemed exclusive of any other rights
    to which the indemnified party may be entitled.  Section 145 also
    empowers the corporation to purchase and maintain insurance on
    behalf of a director or officer of the corporation against any
    such liability asserted against him or incurred by him in any
    such capacity or arising out of his or her status as such whether or not
    the corporation would have the power to indemnify him or her against
    such liabilities under Section 145.
  
         Paragraph (i) of Article EIGHTH of the Registrant's Restated
    Certificate of Incorporation provides that a director of the
    Registrant shall not be personally liable to the Registrant or
    its stockholders for monetary damages for breach of fiduciary
    duty as a director, except for liability (i) for any breach of
    the director's duty of loyalty to the Registrant or its
    stockholders, (ii) for acts or omissions not in good faith or
  
                                      II - 2
  <PAGE>   4
  
  
  
    which involve intentional misconduct or a knowing violation of
    law, (iii) under Section 174 of the DGCL (which relates to
    unlawful payment of dividends) or (iv) for any transaction from
    which the director derived any improper personal benefit.
  
         Paragraph (j) of Article EIGHTH of the Registrant's Restated
    Certificate of Incorporation provides that the Registrant shall
    indemnify any person covered by Section 145 against expenses
    (including attorneys' fees), judgments, fines and amounts paid in
    connection with an action, suit or proceeding to the extent and
    under the circumstances permitted from time to time under the
    DGCL.  Section 14 of the Registrant's By-Laws provides for
    indemnification, to the maximum extent permitted from time to
    time under the law of the State of Delaware, of all persons
    covered by Section 145.
  
         The Registrant's current directors' and officers' insurance
    policies cover directors and officers of the Registrant and its
    subsidiaries.
  
    Item 7.   Exemptions from Registration Claimed.
              -------------------------------------
         Not applicable.
  
    Item 8.   Exhibits.
              ---------
  <TABLE>
  <CAPTION>
    Exhibit Number                Description
    --------------                -----------
    <S>                 <C>
    4.1                 Articles FOURTH, SEVENTH, TENTH and ELEVENTH
                        and paragraph (k) of Article EIGHTH of the
                        Registrant's Certificate of Incorporation
                        restated effective October 24, 1983, as
                        amended February 14, 1985, December 3, 1986,
                        February 18, 1987 and November 18, 1988 and
                        the Certificate of Designation of the Series
                        B ESOP Preferred Stock of the Registrant
                        (filed as Exhibit 3(a) of the Registrant's
                        Annual Report on Form 10-K for the fiscal
                        year ended September 30, 1991 (File No. 1-
                        5667) and incorporated by reference herein).
  
    4.2                 Sections 2, 9 and 15 of the Registrant's By-
                        Laws as of January 11, 1991 (filed as Exhibit
                        3(b) of the Registrant's Annual Report on
                        Form 10-K for the fiscal year ended September
                        30, 1991 (File No. 1-5667) and incorporated
                        herein by reference).
  
    4.3                 Rights Agreement, dated as of November 14,
                        1986, amended and restated as of August 12,
                        1988 and as amended on November 9, 1990,
                        between the Registrant and The First National
                        Bank of Boston, as Rights Agent (filed as
                        Exhibit 4(a) of the Registrant's Annual
                        Report on Form 10-K for the fiscal year ended
                        September 30, 1990 (File No. 1-5667) and
                        incorporated herein by reference).
  
    23                  Consent of Coopers & Lybrand, filed herewith.
  
    24                  Power of Attorney, filed herewith.
  
    99                  Equity Incentive Plan,as amended, filed
                        herewith.
  </TABLE>
  
  
                                      II - 3
  <PAGE>   5
  
  
  
    Item 9.             Undertakings.
                        -------------
         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 (the "Securities
              Act");
  
              (ii) To reflect in the prospectus any facts or events
              arising after the effective date of this Registration
              Statement (or the most recent post-effective amendment
              thereof) which, individually or in the aggregate,
              represent a fundamental change in the information set
              forth in this Registration Statement;
  
              (iii) To include any material information with respect
              to the plan of distribution not previously disclosed in
              this Registration Statement or any material change in
              such information in this 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 Exchange Act that are incorporated by reference 
    in this Registration Statement.
  
         (b)  That, for the purpose of determining any liability
    under the Securities Act, each such post-effective amendment
    shall be deemed to be a new registration statement relating to
    the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona
    fide offering thereof.
  
         (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.
  
         The undersigned Registrant hereby undertakes that, for
    purposes of determining any liability under the Securities Act,
    each filing of the Registrant's annual report pursuant to Section
    13(a) or 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.
  
         Insofar as indemnification for liabilities arising under the
    Securities Act may be permitted to directors, officers and
    controlling persons of the Registrant pursuant to the provisions
    described in Item 6 above or otherwise, the Registrant has been
  
                                      II - 4
  <PAGE>   6
  
  
  
    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 the Registrant of expenses
    incurred or paid by a director, officer or controlling person of
    the Registrant in the successful defense of any action, suit or
    proceeding) is asserted by such director, officer or controlling
    person in connection with the securities being registered, the
    Registrant 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 of whether such
    indemnification by it is against public policy as expressed in
    the Securities Act and will be governed by the final adjudication
    of such issue.
  
  
  
  
                                      II - 5
  <PAGE>   7
  
  
  
                                     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, Commonwealth of Massachusetts, on May 13,
    1994.
  
  
                                       CABOT CORPORATION
  
  
                                       By    /s/  Samuel W. Bodman
                                         -------------------------
                                            Samuel W. Bodman
                                            Chairman of the Board
                                            and President
  
         Pursuant to the requirements of the Securities Act, 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>
  (i)  Principal Executive Officer   Director, Chairman
                                     of the Board,
                                     President and Chief
      /s/  Samuel W. Bodman          Executive Officer   May 13, 1994
      ---------------------
  
  (ii) Principal Financial Officer   Director, Vice
                                     Chairman of the
                                     Board and Chief
      /s/ John G.L. Cabot            Financial Officer   May 13, 1994
      -------------------
  
  (iii) Principal Accounting Officer
  
                                     Vice President
      /s/ William R. Thompson        and Controller      May 13, 1994
      -----------------------
  
  (iv)  A Majority of the Board of Directors
  
                 *                   Director            May 13, 1994
      --------------------------
            (Damaris Ames)
  
                 *                   Director            May 13, 1994
      --------------------------
            (Jane C. Bradley)
  
      /s/ Kennett F. Burnes          Director            May 13, 1994
      ----------------------
         (Kennett F. Burnes)
  </TABLE>
  
  
                                      II - 6
  <PAGE>   8
  
  
  
  
  
  <TABLE>
  <CAPTION>
            Signature           Title               Date
            ---------           -----               ----
     <S>                        <C>                 <C>
                 *              Director            May 13, 1994
     ------------------------
     (Robert A. Charpie)
  
      /s/ John D. Curtin, Jr.   Director            May 13, 1994
     ------------------------
     (John D. Curtin, Jr.)
  
                 *              Director            May 13, 1994
     ------------------------
     (Robert P. Henderson)
  
                 *              Director            May 13, 1994
     ------------------------
     (Arnold S. Hiatt)
  
                                Director            May 13, 1994
     ------------------------
     (Gerrit Jeelof)
  
                                Director            May 13, 1994
     ------------------------
     (John H. McArthur)
  
                 *              Director            May 13, 1994
     ------------------------
     (John F. O'Brien)
  
                 *              Director            May 13, 1994
     ------------------------
     (David V. Ragone)
  
                 *              Director            May 13, 1994
     ------------------------
     (Charles P. Siess,Jr.)
  
                 *              Director            May 13, 1994
     ------------------------
     (Morris Tanenbaum)
  
  
  By /s/ Charles D. Gerlinger
     ------------------------
     (Charles D. Gerlinger)
      As Attorney-in-Fact*
  </TABLE>
  
  
  
  
  
  __________________
  * By authority of power of attorney filed as Exhibit 24 to this
    Registration Statement.
  
  
  
  
                                      II - 7
  <PAGE>   9
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number                                                      Page
  - ------                                                      ----
   <S>           <C>
   4.1           Articles FOURTH, SEVENTH, TENTH and
                 ELEVENTH and paragraph (k) of Article
                 EIGHTH of the Registrant's Certificate
                 of Incorporation restated effective
                 October 24, 1983, as amended February
                 14, 1985, December 3, 1986, February
                 18, 1987 and November 18, 1988 and
                 the Certificate of Designation of the
                 Series B ESOP Preferred Stock of the
                 Registrant (filed as Exhibit 3(a) of the
                 Registrant's Annual Report on Form 10-K
                 for the fiscal year ended September 30,
                 1991 (File No. 1-5667) and incorporated
                 by reference herein).
  
   4.2           Sections 2, 9 and 15 of the Registrant's
                 By-Laws as of January 11, 1991 (filed as
                 Exhibit 3(b) of the Registrant's Annual
                 Report on Form 10-K for the fiscal year
                 ended September 30, 1991 (File No. 1-5667)
                 and incorporated by reference herein).
  
   4.3           Rights Agreement, dated as of November 14,
                 1986, amended and restated as of August 12,
                 1988 and as amended on November 9, 1990,
                 between the Registrant and The First
                 National Bank of Boston, as Rights Agent
                 (filed as Exhibit 4(a) of the Registrant's
                 Annual Report on Form 10-K for the fiscal
                 year ended September 30, 1991 (File No. 1-5667)
                 and incorporated by reference herein).
  
   23            Consent of Coopers & Lybrand, filed herewith.
  
   24            Power of Attorney, filed herewith.
  
   99            Equity Incentive Plan, as amended, filed herewith.
  </TABLE>
  
  
                                       II-8
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "CABOT CORPORATION FORM S-8", "secsgml_size_bytes": 21784}]
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": "033-53659", "film-number": "94529004"}, "business-address": {"street1": "75 STATE ST", "city": "BOSTON", "state": "MA", "zip": "02109-1806", "phone": "6173450100"}, "mail-address": {"street1": "75 STATE ST", "city": "BOSTON", "state": "MA", "zip": "82109"}, "former-company": {"former-conformed-name": "CABOT GODFREY L INC", "date-changed": "19680418"}}
text: 1
                                                                  Registration No.
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                       Under
  
                             The Securities Act of 1933
                                 __________________
  
                                 CABOT CORPORATION
                 (Exact name of issuer as specified in its charter)
  Delaware                                04-2271897
         (State or other jurisdiction                 (IRS Employer
         of Incorporation or Organization)            Identification No.)
  75 STATE STREET
                          BOSTON, MASSACHUSETTS 02109-1806
            (Address of Principal Executive Office, including zip code)
  
                               EQUITY INCENTIVE PLAN
                              (Full title of the Plan)
  
                             Charles D. Gerlinger, Esq.
                                  75 State Street
                          Boston, Massachusetts 02109-1806
                      (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         Amount       Proposed    Proposed          Amount of
    Securities       to be        maximum     maximum           registration
    to be            registered   offering    aggregate         fee
    registered                    price per   offering
                                  share (1)   price (1)                          
    -----------------------------------------------------------------------------
  Common Stock,    400,000      $49.00      $19,600,000       $6,759
    par value $1.00  shares (2)
    per share
    (including Preferred Stock Purchase Rights)
  ===============================================================================
  (1)  Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
    determining the registration fee and based on the average of the high and low
    prices of the Registrant's Common Stock, par value $1.00 per share (the
    "Common Stock"), reported on the New York Stock Exchange Composite
    Transactions Index on May 10, 1994.
  
    (2)  Plus such indeterminate number of additional shares of Common Stock as
    may be required in the event of a stock dividend, reverse stock split or
    combination of shares, recapitalization or other change in the Registrant's
    capital stock.  Prior to the occurrence of certain events the Preferred Stock
    Purchase Rights will not be evidenced separately from the Common Stock.
  2
  
    Item 3.   Incorporation of Documents by Reference.
              ----------------------------------------
  
         The following documents which have been previously filed
    with the Securities and Exchange Commission (the "Commission") by
    the Registrant (File No. 1-5667) pursuant to the Securities
    Exchange Act of 1934 (the "Exchange Act") are incorporated by
    reference in this Registration Statement:
  
         (1) The Registrant's Annual Report on Form 10-K for the
    fiscal year ended September 30, 1993;
  
         (2) All other reports filed by the Registrant with the
    Commission pursuant to Section 13(a) or Section 15(d) of the
    Exchange Act since the end of the fiscal year covered by the
    Registrant's Annual Report referred to above; and
  
         (3) The description of the Common Stock and of the
    Registrant's Preferred Stock Purchase Rights contained in the
    Registrant's Registration Statement on Form 8-A, as amended to
    date.
  
         All documents filed by the Registrant with the Commission
    pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
    Act subsequent to the date of this Registration Statement and
    prior to the filing of a post-effective amendment hereto which
    indicate that all securities offered have been sold or which
    deregister all securities then remaining unsold, shall be deemed
    to be incorporated by reference herein and to be a part hereof
    from the date of filing of such documents.
  
    Item 4.   Description of Securities.
              --------------------------
              Not applicable.
  
    Item 5.   Interest of Named Experts and Counsel.
              --------------------------------------
              Not applicable.
  
    Item 6.   Indemnification of Directors and Officers.
              ------------------------------------------
         The Registrant is a Delaware corporation.  Subsection (a) of
    Section 145 of the Delaware General Corporation Law (the "DGCL")
    empowers a corporation to indemnify any person who was or is a
    party or is threatened to be made a party to any threatened,
    pending or completed action, suit or proceeding, whether civil,
    criminal, administrative or investigative (other than an action
    by or in the right of the corporation), by reason of the fact
    that he or she is or was a director, officer, employee or agent of the
    corporation or is or was serving at the request of the corporation 
    as a director, officer, employee or agent of another corporation 
    or enterprise, against expenses (including attorneys' fees), 
    judgments, fines and amounts paid in settlement actually
  
                                      II - 1
  3
  
    and reasonably incurred by him or her in connection with such action,
    suit or proceeding if he acted in good faith in a manner he or she
    reasonably believed to be in or not opposed to the best interest
    of the corporation, and, with respect to any criminal action or
    proceeding, had no cause to believe his or her conduct was unlawful.
  
         Subsection (b) of Section 145 empowers a corporation to
    indemnify any person who was or is a party or is threatened to be
    made a party to any threatened, pending or completed action or
    suit by or in the right of the corporation to procure a judgment
    in its favor by reason of the fact that such a person acted in
    any of the capacities set forth above, against expenses actually
    and reasonably incurred by him or her in connection with the defense or
    settlement of such action or suit if he or she acted under similar
    standards, except that no indemnification may be made in respect
    of any claim, issue or matter as to which such person shall have
    been adjudged to be liable to the corporation unless and only to
    the extent that the Delaware Court of Chancery or the court in
    which such action was brought shall determine that despite the
    adjudication of liability such person is fairly and reasonably
    entitled to indemnity for such expenses which the court shall
    deem proper.
  
         Section 145 further provides that: (i) to the extent that a
    director or officer of a corporation has been successful in the
    defense of any action, suit or proceeding referred to in
    subsections (a) and (b) or in the defense of any claim, issue or
    matter therein, he or she shall be indemnified against expenses
    (including attorneys' fees) actually and reasonably incurred by
    him or her in connection therewith and (ii) indemnification provided for
    by Section 145 shall not be deemed exclusive of any other rights
    to which the indemnified party may be entitled.  Section 145 also
    empowers the corporation to purchase and maintain insurance on
    behalf of a director or officer of the corporation against any
    such liability asserted against him or incurred by him in any
    such capacity or arising out of his or her status as such whether or not
    the corporation would have the power to indemnify him or her against
    such liabilities under Section 145.
  
         Paragraph (i) of Article EIGHTH of the Registrant's Restated
    Certificate of Incorporation provides that a director of the
    Registrant shall not be personally liable to the Registrant or
    its stockholders for monetary damages for breach of fiduciary
    duty as a director, except for liability (i) for any breach of
    the director's duty of loyalty to the Registrant or its
    stockholders, (ii) for acts or omissions not in good faith or
  
                                      II - 2
  4
  
    which involve intentional misconduct or a knowing violation of
    law, (iii) under Section 174 of the DGCL (which relates to
    unlawful payment of dividends) or (iv) for any transaction from
    which the director derived any improper personal benefit.
  
         Paragraph (j) of Article EIGHTH of the Registrant's Restated
    Certificate of Incorporation provides that the Registrant shall
    indemnify any person covered by Section 145 against expenses
    (including attorneys' fees), judgments, fines and amounts paid in
    connection with an action, suit or proceeding to the extent and
    under the circumstances permitted from time to time under the
    DGCL.  Section 14 of the Registrant's By-Laws provides for
    indemnification, to the maximum extent permitted from time to
    time under the law of the State of Delaware, of all persons
    covered by Section 145.
  
         The Registrant's current directors' and officers' insurance
    policies cover directors and officers of the Registrant and its
    subsidiaries.
  
    Item 7.   Exemptions from Registration Claimed.
              -------------------------------------
         Not applicable.
  
    Item 8.   Exhibits.
              ---------
  Exhibit Number                Description
    --------------                -----------
  4.1                 Articles FOURTH, SEVENTH, TENTH and ELEVENTH
                        and paragraph (k) of Article EIGHTH of the
                        Registrant's Certificate of Incorporation
                        restated effective October 24, 1983, as
                        amended February 14, 1985, December 3, 1986,
                        February 18, 1987 and November 18, 1988 and
                        the Certificate of Designation of the Series
                        B ESOP Preferred Stock of the Registrant
                        (filed as Exhibit 3(a) of the Registrant's
                        Annual Report on Form 10-K for the fiscal
                        year ended September 30, 1991 (File No. 1-
                        5667) and incorporated by reference herein).
  
    4.2                 Sections 2, 9 and 15 of the Registrant's By-
                        Laws as of January 11, 1991 (filed as Exhibit
                        3(b) of the Registrant's Annual Report on
                        Form 10-K for the fiscal year ended September
                        30, 1991 (File No. 1-5667) and incorporated
                        herein by reference).
  
    4.3                 Rights Agreement, dated as of November 14,
                        1986, amended and restated as of August 12,
                        1988 and as amended on November 9, 1990,
                        between the Registrant and The First National
                        Bank of Boston, as Rights Agent (filed as
                        Exhibit 4(a) of the Registrant's Annual
                        Report on Form 10-K for the fiscal year ended
                        September 30, 1990 (File No. 1-5667) and
                        incorporated herein by reference).
  
    23                  Consent of Coopers & Lybrand, filed herewith.
  
    24                  Power of Attorney, filed herewith.
  
    99                  Equity Incentive Plan,as amended, filed
                        herewith.
  II - 3
  5
  
    Item 9.             Undertakings.
                        -------------
         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 (the "Securities
              Act");
  
              (ii) To reflect in the prospectus any facts or events
              arising after the effective date of this Registration
              Statement (or the most recent post-effective amendment
              thereof) which, individually or in the aggregate,
              represent a fundamental change in the information set
              forth in this Registration Statement;
  
              (iii) To include any material information with respect
              to the plan of distribution not previously disclosed in
              this Registration Statement or any material change in
              such information in this 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 Exchange Act that are incorporated by reference 
    in this Registration Statement.
  
         (b)  That, for the purpose of determining any liability
    under the Securities Act, each such post-effective amendment
    shall be deemed to be a new registration statement relating to
    the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona
    fide offering thereof.
  
         (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.
  
         The undersigned Registrant hereby undertakes that, for
    purposes of determining any liability under the Securities Act,
    each filing of the Registrant's annual report pursuant to Section
    13(a) or 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.
  
         Insofar as indemnification for liabilities arising under the
    Securities Act may be permitted to directors, officers and
    controlling persons of the Registrant pursuant to the provisions
    described in Item 6 above or otherwise, the Registrant has been
  
                                      II - 4
  6
  
    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 the Registrant of expenses
    incurred or paid by a director, officer or controlling person of
    the Registrant in the successful defense of any action, suit or
    proceeding) is asserted by such director, officer or controlling
    person in connection with the securities being registered, the
    Registrant 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 of whether such
    indemnification by it is against public policy as expressed in
    the Securities Act and will be governed by the final adjudication
    of such issue.
  
                                      II - 5
  7
  
                                     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, Commonwealth of Massachusetts, on May 13,
    1994.
  
                                       CABOT CORPORATION
  
                                       By    /s/  Samuel W. Bodman
                                         -------------------------
                                            Samuel W. Bodman
                                            Chairman of the Board
                                            and President
  
         Pursuant to the requirements of the Securities Act, this
    Registration Statement has been signed by the following persons
    in the capacities and on the dates indicated.
  Signature                     Title               Date
            ---------                     -----               ----
  (i)  Principal Executive Officer   Director, Chairman
                                     of the Board,
                                     President and Chief
      /s/  Samuel W. Bodman          Executive Officer   May 13, 1994
      ---------------------
  
  (ii) Principal Financial Officer   Director, Vice
                                     Chairman of the
                                     Board and Chief
      /s/ John G.L. Cabot            Financial Officer   May 13, 1994
      -------------------
  
  (iii) Principal Accounting Officer
  
                                     Vice President
      /s/ William R. Thompson        and Controller      May 13, 1994
      -----------------------
  
  (iv)  A Majority of the Board of Directors
  
                 *                   Director            May 13, 1994
      --------------------------
            (Damaris Ames)
  
                 *                   Director            May 13, 1994
      --------------------------
            (Jane C. Bradley)
  
      /s/ Kennett F. Burnes          Director            May 13, 1994
      ----------------------
         (Kennett F. Burnes)
  II - 6
  8
  Signature           Title               Date
            ---------           -----               ----
  *              Director            May 13, 1994
     ------------------------
     (Robert A. Charpie)
  
      /s/ John D. Curtin, Jr.   Director            May 13, 1994
     ------------------------
     (John D. Curtin, Jr.)
  
                 *              Director            May 13, 1994
     ------------------------
     (Robert P. Henderson)
  
                 *              Director            May 13, 1994
     ------------------------
     (Arnold S. Hiatt)
  
                                Director            May 13, 1994
     ------------------------
     (Gerrit Jeelof)
  
                                Director            May 13, 1994
     ------------------------
     (John H. McArthur)
  
                 *              Director            May 13, 1994
     ------------------------
     (John F. O'Brien)
  
                 *              Director            May 13, 1994
     ------------------------
     (David V. Ragone)
  
                 *              Director            May 13, 1994
     ------------------------
     (Charles P. Siess,Jr.)
  
                 *              Director            May 13, 1994
     ------------------------
     (Morris Tanenbaum)
  
  By /s/ Charles D. Gerlinger
     ------------------------
     (Charles D. Gerlinger)
      As Attorney-in-Fact*
  __________________
  * By authority of power of attorney filed as Exhibit 24 to this
    Registration Statement.
  
                                      II - 7
  9
  
                                   EXHIBIT INDEX
  Exhibit
  Number                                                      Page
  - ------                                                      ----
  4.1           Articles FOURTH, SEVENTH, TENTH and
                 ELEVENTH and paragraph (k) of Article
                 EIGHTH of the Registrant's Certificate
                 of Incorporation restated effective
                 October 24, 1983, as amended February
                 14, 1985, December 3, 1986, February
                 18, 1987 and November 18, 1988 and
                 the Certificate of Designation of the
                 Series B ESOP Preferred Stock of the
                 Registrant (filed as Exhibit 3(a) of the
                 Registrant's Annual Report on Form 10-K
                 for the fiscal year ended September 30,
                 1991 (File No. 1-5667) and incorporated
                 by reference herein).
  
   4.2           Sections 2, 9 and 15 of the Registrant's
                 By-Laws as of January 11, 1991 (filed as
                 Exhibit 3(b) of the Registrant's Annual
                 Report on Form 10-K for the fiscal year
                 ended September 30, 1991 (File No. 1-5667)
                 and incorporated by reference herein).
  
   4.3           Rights Agreement, dated as of November 14,
                 1986, amended and restated as of August 12,
                 1988 and as amended on November 9, 1990,
                 between the Registrant and The First
                 National Bank of Boston, as Rights Agent
                 (filed as Exhibit 4(a) of the Registrant's
                 Annual Report on Form 10-K for the fiscal
                 year ended September 30, 1991 (File No. 1-5667)
                 and incorporated by reference herein).
  
   23            Consent of Coopers & Lybrand, filed herewith.
  
   24            Power of Attorney, filed herewith.
  
   99            Equity Incentive Plan, as amended, filed herewith.
  II-8