content: <PAGE>   1
  
                As filed with the Securities and Exchange Commission
                                  August 12, 1996
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                     AUGAT INC.
               (Exact name of registrant as specified in its charter)
  
  
            MASSACHUSETTS                                         04-2022285
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
                      POST OFFICE BOX 448, 89 FORBES BOULEVARD
                           MANSFIELD, MASSACHUSETTS 02048
                 (Address of Principal Executive Offices) (Zip Code)
  
                 1996 STOCK RETAINER PLAN FOR NONEMPLOYEE DIRECTORS
                              (Full title of the plan)
  
                                  F. GORDON BITTER
                     VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                     AUGAT INC.
                                    P.O. BOX 448
                                 89 FORBES BOULEVARD
                           MANSFIELD, MASSACHUSETTS 02048
                       (Name and address of agent for service)
  
                                   (508) 543-4300
            (Telephone number, including area code, of agent for service)
  
  ================================================================================
  <TABLE>
  
                                       CALCULATION OF REGISTRATION FEE
  <CAPTION>
  
                                                       Proposed             Proposed
    Title of Securities       Amount to be         maximum offering      maximum aggregate         Amount of
     to be Registered          Registered          price per share        offering price       registration fee
   --------------------       ------------         ----------------      -----------------     ----------------
  - -------------------------------------------------------------------------------------------------------------
     <S>                     <C>                     <C>                    <C>                   <C>
     Common Stock,
     $.10 par value          50,000 shares(1)        $18.25(2)              $912,500(2)           $314.66(3)
  - -------------------------------------------------------------------------------------------------------------
  
  <FN>
  
  - --------------
  (1)      To be offered by the Registrant pursuant to the Plan described herein.
  (2)      Estimated solely for the purpose of calculating the registration fee,
           and based upon the average of the high and low prices of the
           Registrant's Common Stock on the New York Stock Exchange on
           August 8, 1996 in accordance with Rules 457(c) and 457(h) of the
           Securities Act of 1933.
  (3)      Computed in accordance with Securities Act Rules 457(c) and (h).
  </TABLE>
  
  ================================================================================
  
  <PAGE>   2
  
  
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information required by Part I is included in documents sent or
  given to participants in the 1996 Stock Retainer Plan for Nonemployee Directors
  of Augat Inc., a Massachusetts corporation (the "Registrant") pursuant to Rule
  428(b)(1).
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           Item 3.  Incorporation of Certain Documents by Reference.
                    -----------------------------------------------
    
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission. The following documents, which are filed with the Securities and
  Exchange Commission, are incorporated in this Prospectus by reference:
  
                    (1)      The Registrant's latest annual report filed pursuant
                             to Section 13(a) or 15(d) of the Exchange Act, or the
                             latest prospectus filed pursuant to Rule 424(b) under
                             the Securities Act of 1933 (as amended, the
                             "Securities Act"), that contains audited financial
                             statements for the Registrant's latest fiscal year
                             for which such statements have been filed.
  
                    (2)      All other reports filed pursuant to Section 13(a) or
                             15(d) of the Exchange Act since the end of the fiscal
                             year covered by the document referred to in (1)
                             above.
  
                    (3)      The description of the Common Stock, par value $.10
                             per share ("Common Stock"), contained in a
                             registration statement filed under the Exchange Act,
                             including any amendment or report filed for the
                             purpose of updating such description.
  
           All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
           Item 4.  Description of Securities.
                    -------------------------
  
           Not applicable.
  
           Item 5.  Interests of Named Experts and Counsel.
                    --------------------------------------
  
           The legality of the Common Stock offered by this registration statement
  will be passed upon for the Closing by Hale and Dorr (a company which includes
  professional corporations),
  
  
  <PAGE>   3
  
  
  
  60 State Street, Boston, Massachusetts 02109. Thomas E. Neely, Clerk of the
  Registrant, is a partner of Hale and Dorr.
  
           Item 6.  Indemnification of Directors and Officers.
                    -----------------------------------------
  
           Section 67 of Chapter 156B of the General Laws of Massachusetts (such
  chapter, the "Massachusetts Business Corporation Law") permits a Massachusetts
  corporation to indemnify its directors, officers, employees and other agents to
  whatever extent specified in or authorized by the articles of organization, a
  by-law adopted by the stockholders or a vote adopted by the holders of a
  majority of the shares of stock entitled to vote on the election of directors.
  Except as otherwise provided in the articles of organization or the by-laws, any
  of these persons who are not directors may be indemnified to the extent
  authorized by the directors. Indemnification may include payment of expenses
  incurred in defending a civil or criminal action or proceeding in advance of the
  final disposition of such action or proceeding, and may be provided although the
  person is no longer affiliated with the corporation. No indemnification shall be
  provided, however, for any person with respect to any matter as to which such
  person shall have been adjudicated in any proceeding not to have acted in good
  faith in the reasonable belief that an action was in the best interests of the
  corporation. A corporation also has the power to purchase and maintain insurance
  on behalf of any person who is or was a director, officer, employee or other
  agent of the corporation against any liability incurred by such person in any
  such capacity, or arising out of their status as such, whether or not the
  corporation would have the power to indemnify such person against such
  liability.
  
           The Registrant has purchased a general liability insurance policy which
  covers certain liabilities of directors and officers of the Registrant arising
  out of claims based on acts or omissions in their capacity as directors or
  officers and for which they are not indemnified by the Registrant.
  
           The Registrant's Articles of Organization provide that a director of
  the Registrant shall not be personally liable to either the Registrant or the
  Registrant's shareholders for monetary damages resulting from a breach of
  fiduciary duty as a director, to the fullest extent permitted by the
  Massachusetts Business Corporation Law.
  
           Section 13(b) of the Massachusetts Business Corporation Law, as
  amended, permits a Massachusetts corporation to provide in its articles of
  organization that a director of the corporation shall not be personally liable
  to the corporation or its stockholders for monetary damages for breach of
  fiduciary duty as a director, except for liability for any of the following:
  
                 (a)  Breaches of the director's duty of loyalty to the
                      corporation or its shareholders;
  
                 (b)  Acts or omissions not in good faith or which involve
                      intentional misconduct or a knowing violation of law;
  
  <PAGE>   4
  
                 (c)  Acts covered by Sections 61 or 62 of the Massachusetts
                      Business Corporation Law (which relate generally to the
                      liability of directors for authorizing distributions to
                      shareholders in violation of the corporation's Articles of
                      Organization, at a time when the corporation is insolvent,
                      or which render the corporation insolvent; and the liability
                      of directors for approving loans to officers or directors of
                      the corporation which are not repaid and which were not
                      approved or ratified by a majority of disinterested
                      directors or shareholders); and
  
                 (d)  Transactions from which the director derived an improper
                      personal benefit.
  
           Under the Registrant's By-Laws, the Registrant must indemnify each
  director and officer against all liabilities and expenses reasonably incurred in
  connection with any suit or proceeding in which such director or officer may be
  a party defendant or with which such person may be threatened or otherwise
  involved by reason of their being or having been a director or officer of the
  Registrant (or, at the request of the Registrant, of another organization),
  except in relation to matters as to which any such director or officer is
  finally adjudged to have been liable for negligence or misconduct in the
  performance of his duty. No indemnity will be made, however, with respect to any
  amounts paid in compromise or settlement unless the Board of Directors
  determines that the officer or director was not liable for negligence or
  misconduct in the performance of their duty in connection with the matter out of
  which the compromise or settlement arose.
  
           Item 7.  Exemption from Registration Claimed.
                    -----------------------------------
  
           Not applicable.
  
           Item 8.  Exhibits.
                    --------
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           Item 9.  Undertakings.
                    ------------
  
           1.    The 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;
  
                      (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent
  
  
  <PAGE>   5
  
  
  
                           post-effective amendment thereof) which, individually 
                           or in the aggregate, represent a fundamental change in 
                           the information set forth in the registration 
                           statement; and
  
                     (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 (i) and (ii) do not apply
                      if the registration statement is on Form S-3 or Form S-8,
                      and 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 the 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.
  
           2. The 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 Section 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.
  
           3. 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 foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  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 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.
  
  
  <PAGE>   6
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the Town of Mansfield, Commonwealth of Massachusetts on the
  8th day of August, 1996.
  
  
                                        AUGAT INC.
  
  
                                        By: /s/ John N. Lemasters 
                                            -------------------------
                                            John N. Lemasters
                                            Chairman of the Board and
                                            Chief Executive Officer
  
  
  
  
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Augat Inc. hereby
  severally constitute John N. Lemasters, F. Gordon Bitter and Thomas E. Neely,
  and each of them singly, our true and lawful attorneys with full power to them,
  and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith and any
  and all amendments to said Registration Statement, and generally to do all such
  things in our names and behalf in our capacities as officers and directors to
  enable Augat Inc. to comply with the provisions of the Securities Act of 1933,
  as amended, and all requirements of the Securities and Exchange Commission,
  hereby ratifying and confirming our signatures as they may be signed by said
  attorneys, or any of them, to said Registration Statement and any and all
  amendments thereto.
  
  
  
  
  <PAGE>   7
  
  <TABLE>
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed below by the following persons in
  the capacities and on the dates indicated.
  <CAPTION>
  
  
     Signature                                Title                             Date
     ---------                                -----                             ----
                                  
  <S>                             <C>                                        <C>
  John N. Lemasters               Chairman of the Board, Chief            )
  _______________________         Officer and Director (Principal         )
  John N. Lemasters               Executive Officer)                      )
                                  
  F. Gordon Bitter                Vice President and Chief Financial      )
  _______________________         Officer (Principal Financial Officer    )
  F. Gordon Bitter                and Accounting Officer)                 )  
                                                                             
  Marcel P. Joseph                President, Chief Operating Officer      )
  _______________________         and Director                            )
  Marcel P. Joseph                                                        )
                                  
  Thomas C. McDermott             Director                                )  August 8, 1996
  _______________________                                                 )  
  Thomas C. McDermott                                                     )
                                  
  David V. Ragone                 Director                                )
  _______________________                                                 )
  David V. Ragone                                                         )
                                  
  Alan J. Zakon                   Director                                )
  _______________________                                                 )
  Alan J. Zakon                                                           )
                                  
  Jerald G. Fishman               Director                                )
  _______________________                                                 )
  Jerald G. Fishman                                                       )
                                  
  John D. Curtin, Jr.             Director                                )
  _______________________                                                 )
  John D. Curtin, Jr.                                                     )
                                  
  Bruce L. Crockett               Director                                )
  _______________________                                                 )
  Bruce L. Crockett                                                       )
                                  
  
  </TABLE>
  
  
  <PAGE>   8
  
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit Number                      Description
  - --------------                      -----------
  
       3.1            Restated Articles of Organization of the Registrant
                      (incorporated herein by reference to Exhibit 3(a) to the
                      Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1995, filed March 28, 1996).
  
       3.2            By-Laws of the Registrant, as amended, (incorporated herein
                      by reference to Exhibit 3(b) to the Registrant's Annual
                      Report on Form 10-K, for the year ended December 31, 1987).
  
       4.1            (a) Specimen Certificate representing shares of the
                      Registrant's $.10 par value Common Stock (incorporated
                      herein by reference to Exhibit 4(a) to the Registrant's
                      Annual Report on Form 10-K for the year ended December 31,
                      1988).
  
                      (b) Trust Indenture dated as of August 2, 1988 between Augat
                      Inc. and The Chase Manhattan Bank, N.A. as Trustee,
                      (incorporated by reference to Exhibit 2 of the Registrant's
                      Registration Statement on Form 8-A, dated August 2, 1988).
                      
       5.1*           Opinion of Hale and Dorr.
  
      23.1*           Consent of Hale and Dorr (included in Exhibit 5.1).
  
      23.2*           Consent of Deloitte & Touche LLP.
  
      24.1*           Power of Attorney (see signature pages of this Registration
                      Statement).
  
  - --------------
  *  Filed herewith.  All other exhibits previously filed.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "AUGAT, INC. 1996 STOCK RETAINER PLAN FORM S-8", "secsgml_size_bytes": 22116}]
metadata_filer: {"company-data": {"conformed-name": "AUGAT INC", "cik": "0000008462", "assigned-sic": "3714", "irs-number": "042022285", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09971", "film-number": "96608238"}, "business-address": {"street1": "89 FORBES BLVD", "street2": "P O BOX 448", "city": "MANSFIELD", "state": "MA", "zip": "02048", "phone": "5085434300"}}
text: 1
  
                As filed with the Securities and Exchange Commission
                                  August 12, 1996
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                     AUGAT INC.
               (Exact name of registrant as specified in its charter)
  
            MASSACHUSETTS                                         04-2022285
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
                      POST OFFICE BOX 448, 89 FORBES BOULEVARD
                           MANSFIELD, MASSACHUSETTS 02048
                 (Address of Principal Executive Offices) (Zip Code)
  
                 1996 STOCK RETAINER PLAN FOR NONEMPLOYEE DIRECTORS
                              (Full title of the plan)
  
                                  F. GORDON BITTER
                     VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                     AUGAT INC.
                                    P.O. BOX 448
                                 89 FORBES BOULEVARD
                           MANSFIELD, MASSACHUSETTS 02048
                       (Name and address of agent for service)
  
                                   (508) 543-4300
            (Telephone number, including area code, of agent for service)
  
  ================================================================================
  
                                       CALCULATION OF REGISTRATION FEE
  Proposed             Proposed
    Title of Securities       Amount to be         maximum offering      maximum aggregate         Amount of
     to be Registered          Registered          price per share        offering price       registration fee
   --------------------       ------------         ----------------      -----------------     ----------------
  - -------------------------------------------------------------------------------------------------------------
  Common Stock,
     $.10 par value          50,000 shares(1)        $18.25(2)              $912,500(2)           $314.66(3)
  - -------------------------------------------------------------------------------------------------------------
  - --------------
  (1)      To be offered by the Registrant pursuant to the Plan described herein.
  (2)      Estimated solely for the purpose of calculating the registration fee,
           and based upon the average of the high and low prices of the
           Registrant's Common Stock on the New York Stock Exchange on
           August 8, 1996 in accordance with Rules 457(c) and 457(h) of the
           Securities Act of 1933.
  (3)      Computed in accordance with Securities Act Rules 457(c) and (h).
  ================================================================================
  2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information required by Part I is included in documents sent or
  given to participants in the 1996 Stock Retainer Plan for Nonemployee Directors
  of Augat Inc., a Massachusetts corporation (the "Registrant") pursuant to Rule
  428(b)(1).
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           Item 3.  Incorporation of Certain Documents by Reference.
                    -----------------------------------------------
    
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission. The following documents, which are filed with the Securities and
  Exchange Commission, are incorporated in this Prospectus by reference:
  
                    (1)      The Registrant's latest annual report filed pursuant
                             to Section 13(a) or 15(d) of the Exchange Act, or the
                             latest prospectus filed pursuant to Rule 424(b) under
                             the Securities Act of 1933 (as amended, the
                             "Securities Act"), that contains audited financial
                             statements for the Registrant's latest fiscal year
                             for which such statements have been filed.
  
                    (2)      All other reports filed pursuant to Section 13(a) or
                             15(d) of the Exchange Act since the end of the fiscal
                             year covered by the document referred to in (1)
                             above.
  
                    (3)      The description of the Common Stock, par value $.10
                             per share ("Common Stock"), contained in a
                             registration statement filed under the Exchange Act,
                             including any amendment or report filed for the
                             purpose of updating such description.
  
           All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
           Item 4.  Description of Securities.
                    -------------------------
  
           Not applicable.
  
           Item 5.  Interests of Named Experts and Counsel.
                    --------------------------------------
  
           The legality of the Common Stock offered by this registration statement
  will be passed upon for the Closing by Hale and Dorr (a company which includes
  professional corporations),
  3
  
  60 State Street, Boston, Massachusetts 02109. Thomas E. Neely, Clerk of the
  Registrant, is a partner of Hale and Dorr.
  
           Item 6.  Indemnification of Directors and Officers.
                    -----------------------------------------
  
           Section 67 of Chapter 156B of the General Laws of Massachusetts (such
  chapter, the "Massachusetts Business Corporation Law") permits a Massachusetts
  corporation to indemnify its directors, officers, employees and other agents to
  whatever extent specified in or authorized by the articles of organization, a
  by-law adopted by the stockholders or a vote adopted by the holders of a
  majority of the shares of stock entitled to vote on the election of directors.
  Except as otherwise provided in the articles of organization or the by-laws, any
  of these persons who are not directors may be indemnified to the extent
  authorized by the directors. Indemnification may include payment of expenses
  incurred in defending a civil or criminal action or proceeding in advance of the
  final disposition of such action or proceeding, and may be provided although the
  person is no longer affiliated with the corporation. No indemnification shall be
  provided, however, for any person with respect to any matter as to which such
  person shall have been adjudicated in any proceeding not to have acted in good
  faith in the reasonable belief that an action was in the best interests of the
  corporation. A corporation also has the power to purchase and maintain insurance
  on behalf of any person who is or was a director, officer, employee or other
  agent of the corporation against any liability incurred by such person in any
  such capacity, or arising out of their status as such, whether or not the
  corporation would have the power to indemnify such person against such
  liability.
  
           The Registrant has purchased a general liability insurance policy which
  covers certain liabilities of directors and officers of the Registrant arising
  out of claims based on acts or omissions in their capacity as directors or
  officers and for which they are not indemnified by the Registrant.
  
           The Registrant's Articles of Organization provide that a director of
  the Registrant shall not be personally liable to either the Registrant or the
  Registrant's shareholders for monetary damages resulting from a breach of
  fiduciary duty as a director, to the fullest extent permitted by the
  Massachusetts Business Corporation Law.
  
           Section 13(b) of the Massachusetts Business Corporation Law, as
  amended, permits a Massachusetts corporation to provide in its articles of
  organization that a director of the corporation shall not be personally liable
  to the corporation or its stockholders for monetary damages for breach of
  fiduciary duty as a director, except for liability for any of the following:
  
                 (a)  Breaches of the director's duty of loyalty to the
                      corporation or its shareholders;
  
                 (b)  Acts or omissions not in good faith or which involve
                      intentional misconduct or a knowing violation of law;
  4
  
                 (c)  Acts covered by Sections 61 or 62 of the Massachusetts
                      Business Corporation Law (which relate generally to the
                      liability of directors for authorizing distributions to
                      shareholders in violation of the corporation's Articles of
                      Organization, at a time when the corporation is insolvent,
                      or which render the corporation insolvent; and the liability
                      of directors for approving loans to officers or directors of
                      the corporation which are not repaid and which were not
                      approved or ratified by a majority of disinterested
                      directors or shareholders); and
  
                 (d)  Transactions from which the director derived an improper
                      personal benefit.
  
           Under the Registrant's By-Laws, the Registrant must indemnify each
  director and officer against all liabilities and expenses reasonably incurred in
  connection with any suit or proceeding in which such director or officer may be
  a party defendant or with which such person may be threatened or otherwise
  involved by reason of their being or having been a director or officer of the
  Registrant (or, at the request of the Registrant, of another organization),
  except in relation to matters as to which any such director or officer is
  finally adjudged to have been liable for negligence or misconduct in the
  performance of his duty. No indemnity will be made, however, with respect to any
  amounts paid in compromise or settlement unless the Board of Directors
  determines that the officer or director was not liable for negligence or
  misconduct in the performance of their duty in connection with the matter out of
  which the compromise or settlement arose.
  
           Item 7.  Exemption from Registration Claimed.
                    -----------------------------------
  
           Not applicable.
  
           Item 8.  Exhibits.
                    --------
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
           Item 9.  Undertakings.
                    ------------
  
           1.    The 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;
  
                      (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent
  5
  
                           post-effective amendment thereof) which, individually 
                           or in the aggregate, represent a fundamental change in 
                           the information set forth in the registration 
                           statement; and
  
                     (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 (i) and (ii) do not apply
                      if the registration statement is on Form S-3 or Form S-8,
                      and 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 the 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.
  
           2. The 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 Section 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.
  
           3. 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 foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  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 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.
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the Town of Mansfield, Commonwealth of Massachusetts on the
  8th day of August, 1996.
  
                                        AUGAT INC.
  
                                        By: /s/ John N. Lemasters 
                                            -------------------------
                                            John N. Lemasters
                                            Chairman of the Board and
                                            Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Augat Inc. hereby
  severally constitute John N. Lemasters, F. Gordon Bitter and Thomas E. Neely,
  and each of them singly, our true and lawful attorneys with full power to them,
  and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith and any
  and all amendments to said Registration Statement, and generally to do all such
  things in our names and behalf in our capacities as officers and directors to
  enable Augat Inc. to comply with the provisions of the Securities Act of 1933,
  as amended, and all requirements of the Securities and Exchange Commission,
  hereby ratifying and confirming our signatures as they may be signed by said
  attorneys, or any of them, to said Registration Statement and any and all
  amendments thereto.
  7
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed below by the following persons in
  the capacities and on the dates indicated.
  Signature                                Title                             Date
     ---------                                -----                             ----
  John N. Lemasters               Chairman of the Board, Chief            )
  _______________________         Officer and Director (Principal         )
  John N. Lemasters               Executive Officer)                      )
                                  
  F. Gordon Bitter                Vice President and Chief Financial      )
  _______________________         Officer (Principal Financial Officer    )
  F. Gordon Bitter                and Accounting Officer)                 )  
                                                                             
  Marcel P. Joseph                President, Chief Operating Officer      )
  _______________________         and Director                            )
  Marcel P. Joseph                                                        )
                                  
  Thomas C. McDermott             Director                                )  August 8, 1996
  _______________________                                                 )  
  Thomas C. McDermott                                                     )
                                  
  David V. Ragone                 Director                                )
  _______________________                                                 )
  David V. Ragone                                                         )
                                  
  Alan J. Zakon                   Director                                )
  _______________________                                                 )
  Alan J. Zakon                                                           )
                                  
  Jerald G. Fishman               Director                                )
  _______________________                                                 )
  Jerald G. Fishman                                                       )
                                  
  John D. Curtin, Jr.             Director                                )
  _______________________                                                 )
  John D. Curtin, Jr.                                                     )
                                  
  Bruce L. Crockett               Director                                )
  _______________________                                                 )
  Bruce L. Crockett                                                       )
  8
  
                                    EXHIBIT INDEX
  
  Exhibit Number                      Description
  - --------------                      -----------
  
       3.1            Restated Articles of Organization of the Registrant
                      (incorporated herein by reference to Exhibit 3(a) to the
                      Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1995, filed March 28, 1996).
  
       3.2            By-Laws of the Registrant, as amended, (incorporated herein
                      by reference to Exhibit 3(b) to the Registrant's Annual
                      Report on Form 10-K, for the year ended December 31, 1987).
  
       4.1            (a) Specimen Certificate representing shares of the
                      Registrant's $.10 par value Common Stock (incorporated
                      herein by reference to Exhibit 4(a) to the Registrant's
                      Annual Report on Form 10-K for the year ended December 31,
                      1988).
  
                      (b) Trust Indenture dated as of August 2, 1988 between Augat
                      Inc. and The Chase Manhattan Bank, N.A. as Trustee,
                      (incorporated by reference to Exhibit 2 of the Registrant's
                      Registration Statement on Form 8-A, dated August 2, 1988).
                      
       5.1*           Opinion of Hale and Dorr.
  
      23.1*           Consent of Hale and Dorr (included in Exhibit 5.1).
  
      23.2*           Consent of Deloitte & Touche LLP.
  
      24.1*           Power of Attorney (see signature pages of this Registration
                      Statement).
  
  - --------------
  *  Filed herewith.  All other exhibits previously filed.