content: <PAGE>   1
      As filed with the Securities and Exchange Commission on December 31, 1996
                                                    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 Registrant 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
             (Address of principal executive office, including zip code)
  
                             CABOT EMPLOYEE SAVINGS PLAN
                              (Full title of the Plan)
  
                           WILLIAM F. ROBINSON, JR., ESQ.
                                   75 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
                       (Name and address of agent for service)
  
                                   (617) 345-0100
            (Telephone number, including area code, of agent for service)
  
                                  -----------------
                    APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
     As soon as practicable after this Registration Statement becomes effective.
  
                                ---------------------
  <TABLE>
                                            CALCULATION OF REGISTRATION FEE
  <CAPTION>
  
  -------------------------------------------------------------------------------------------------------
     SECURITIES           AMOUNT TO BE        PROPOSED MAXIMUM      PROPOSED MAXIMUM
  TO BE REGISTERED         REGISTERED        OFFERING PRICE PER    AGGREGATE OFFERING       AMOUNT OF
                                                   SHARE(1)              PRICE(1)        REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------
  <S>                    <C>                       <C>                 <C>                    <C>    
   Common Stock, 
  par value $1.00
     per share           50,000 shares(2)          $25.06              $1,253,000             $379.70
    (including
  Preferred Stock
  Purchase Rights)       
  -------------------------------------------------------------------------------------------------------
  <FN>
  -----------------------------
  
  (1)  Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on
  the basis of the average of the high and low prices of Cabot Corporation's Common Stock, par value
  $1.00 per share, reported on the New York Stock Exchange Composite Transactions Index for 
  December 27, 1996.
  (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 Company'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
  
  
                                       PART II
  
  Item 3. Incorporation of Documents by Reference
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
           (a) The Company's Annual Report on Form 10-K, for the fiscal year ended
  September 30, 1996, filed under Section 13 of the Securities Exchange Act of
  1934 (the "Exchange Act").
  
           (b) The description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 10 filed pursuant to Section 12 of the
  Exchange Act and the description of the Company's Preferred Stock Purchase
  Rights contained in the Company's Registration Statement on Form 8-A filed
  pursuant to Section 12 of the Exchange Act.
  
           All reports and other documents subsequently filed by the Company
  pursuant to Sections 13, 14 or 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all securities offered hereby
  have been sold or which deregisters all securities remaining unsold, shall be
  deemed incorporated by reference herein and to be part hereof from the date of
  the filing of such reports and other documents.
  
  Item 4. Description of Securities
  
           The Company's Common Stock is registered under Section 12 of the
  Exchange Act and the Company's Preferred Stock Purchase Rights is registered
  under Section 12 of the Exchange Act. See Item 3(b) regarding the description of
  the Company's Common Stock and the Company's Preferred Stock Purchase Rights.
  
  Item 5. Interests of Named Experts and Counsel
  
           The shares of the Company's Common Stock are to be acquired on the open
  market. No opinion as to the validity of such shares is required.
  
  Item 6. Indemnification of Directors and Officers
  
           Article Eighth (j) of the Company's Certificate of Incorporation and
  Section 14 of the Company's by-laws provide that the Company shall indemnify any
  person who was a party, is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit, or proceeding by reason of the
  fact that such person is or was a director, officer, employee or agent of the
  Company or is or was serving at the request of the Company as a director,
  officer, employee or agent of another company or enterprise, including service
  as a fiduciary of an employee benefit plan against expenses (including
  attorneys' fees), judgments, fines, penalties and amounts paid in settlement
  incurred in connection with such action, suit or proceeding to the extent
  permitted from time to time under the Delaware General Corporation Law. Such
  indemnification shall be made as authorized in a specific case upon a
  determination by the Board of Directors or the stockholders of the Company. The
  rights of indemnification are not exclusive of any other rights to which those
  seeking indemnification may be entitled and shall continue as to a person who
  ceases to be a director, officer, employee or agent. In addition, under Article
  Eighth (i) of the Company's Certificate of Incorporation, no director or officer
  of the Company shall be liable to the Company or its stockholders for monetary
  damages for any breach of fiduciary duty, except to the extent that Delaware
  General Corporation Law prohibits the elimination or limitation of liability of
  directors or officers for breach of fiduciary duty.
  
  
                                       II - 1
  <PAGE>   3
  
           Section 145 of the Delaware General Corporation Law authorizes the
  indemnification of directors, officers, employees and agents of the Company
  against liability incurred by reason of being a director, officer, employee or
  agent, and against expenses (including attorneys' fees) in connection with
  defending any action seeking to establish liability, in the case of third-party
  claims, if such person acted in good faith and in a manner such person
  reasonably believed to be in or not opposed to the best interests of the
  Company, unless a court otherwise determines. Indemnification is also authorized
  with respect to any criminal action or proceeding where such person had no
  reasonable cause to believe his or her conduct was unlawful.
  
           The Company's current directors' and officers' insurance policies cover
  directors and officers of the Company and its subsidiaries.
  
  Item 7. Exemption from Registration Claimed
  
           Not Applicable.
  
  Item 8. Exhibits
  
           Exhibit
           Number
           -------
  
             23.2   Consent of Coopers & Lybrand L.L.P.
             24     Power of Attorney
             28     Cabot Employee Savings Plan
  
  Item 9. Undertakings
  
           A. Subsequent Exchange Act Documents.
  
           The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933 (the "1933 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.
  
           B. To Transmit Certain Material.
  
           The undersigned registrant hereby undertakes to deliver or cause to be
  delivered with the prospectus to each person to whom the prospectus is sent or
  given, a copy of the registrant's latest annual report to stockholders furnished
  pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
  Securities Exchange Act of 1934, unless such person otherwise has received a
  copy of such report, in which case the registrant shall state in the prospectus
  that it will promptly furnish, without charge, a copy of such report on written
  request of the person. Where interim financial information required to be
  presented by Article 3 of Regulation S-X is not set forth in the prospectus, the
  undersigned also undertakes to deliver, or cause to be delivered to each person
  to whom the prospectus is sent or given, the latest quarterly report that is
  specifically incorporated by reference in the prospectus to provide such interim
  financial information.
  
  
                                       II - 2
  <PAGE>   4
  
           C. Undertaking to Update Annually.
  
           The undersigned registrant hereby undertakes: (1) to file during any
  period in which offers or sales are made a post-effective amendment to the
  registration statement: (i) to include any prospectus required by Section
  10(a)(3) of the 1933 Act; (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; 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 in such information in the registration
  statement; (2) that, for the purpose of determining any liability under the 1933
  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 shall be deemed to be the initial bona fide offering thereof; and (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. Provided, however, that if the information required to be included in
  a post-effective amendment by clauses (1)(i) and (1)(ii) of this paragraph is
  contained in periodic reports filed with or furnished to the Commission by the
  registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the registration statement, the registrant need not
  file a post-effective amendment to provide such information.
  
           D. Indemnification.
  
           Insofar as indemnification for liabilities arising under the 1933 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 Commission such indemnification is
  against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
  adjudication of such issue.
  
  
                                       II - 3
  <PAGE>   5
  
                                     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 and the Commonwealth of Massachusetts, on
  December 30, 1996.
  
                                               CABOT CORPORATION
  
                                               By         *
                                                  --------------------------------
                                                   Kennett F. Burnes
                                                   President
  
  
  <TABLE>
           PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATE INDICATED.
  <CAPTION>
  
  SIGNATURE                                    TITLE                              DATE
  ---------                                    -----                              ----
  
  <S>                                          <C>                                <C>
  PRINCIPAL EXECUTIVE OFFICER
  
                 *                             Director and Chairman of the       December 30, 1996
  ----------------------------------           Board of Directors          
           Samuel W. Bodman         
  
  PRINCIPAL FINANCIAL OFFICER
  
                 *                             Executive Vice President and       December 30, 1996
  ----------------------------------           Chief Financial Officer                             
           Kenyon C. Gilson         
  
  PRINCIPAL ACCOUNTING OFFICER
  
                 *                             Vice President and Controller      December 30, 1996
  ----------------------------------
           Paul J. Gormisky
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Jane C. Bradley
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Kennett F. Burnes
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           John G.L. Cabot
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Arthur L. Goldstein
  </TABLE>
  
  
  
                                       II - 4
  <PAGE>   6
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                    TITLE                              DATE
  ---------                                    -----                              ----
  
  <S>                                          <C>                                <C>
                 *                             Director                           December 30 1996
  ----------------------------------
           Robert P. Henderson
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Arnold S. Hiatt
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           John H. McArthur
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           John F. O'Brien
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           David V. Ragone
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Charles P. Siess, Jr.
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Morris Tanenbaum
  
                 *                             Director                           December 30, 1996
  
  ------------------------------------
           Lydia W. Thomas
  
  *By                                                                             December 30, 1996
      --------------------------------
           William F. Robinson, Jr.
           As Attorney-in-Fact**
  <FN>
  
  ---------------------
  ** By authority of Power of Attorney filed as Exhibit 24 to this Registration Statement
  </TABLE>
  
  
                                       II - 5
  <PAGE>   7
  
  
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number                                                                  Page
  -------                                                                 ----
  
  23.2         Consent of Coopers & Lybrand L.L.P.
  
  24           Power of Attorney
  
  28           Cabot Employee Savings Plan
  
  
  
  
                                       II - 6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "CABOT CORPORATION FORM S-8", "secsgml_size_bytes": 17918}]
metadata_filer: {"company-data": {"conformed-name": "CABOT CORP", "cik": "0000016040", "assigned-sic": "2890", "irs-number": "042271897", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19099", "film-number": "96689084"}, "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
      As filed with the Securities and Exchange Commission on December 31, 1996
                                                    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 Registrant 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
             (Address of principal executive office, including zip code)
  
                             CABOT EMPLOYEE SAVINGS PLAN
                              (Full title of the Plan)
  
                           WILLIAM F. ROBINSON, JR., ESQ.
                                   75 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
                       (Name and address of agent for service)
  
                                   (617) 345-0100
            (Telephone number, including area code, of agent for service)
  
                                  -----------------
                    APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
     As soon as practicable after this Registration Statement becomes effective.
  
                                ---------------------
  
                                            CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------
     SECURITIES           AMOUNT TO BE        PROPOSED MAXIMUM      PROPOSED MAXIMUM
  TO BE REGISTERED         REGISTERED        OFFERING PRICE PER    AGGREGATE OFFERING       AMOUNT OF
                                                   SHARE(1)              PRICE(1)        REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------
  Common Stock, 
  par value $1.00
     per share           50,000 shares(2)          $25.06              $1,253,000             $379.70
    (including
  Preferred Stock
  Purchase Rights)       
  -------------------------------------------------------------------------------------------------------
  -----------------------------
  
  (1)  Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on
  the basis of the average of the high and low prices of Cabot Corporation's Common Stock, par value
  $1.00 per share, reported on the New York Stock Exchange Composite Transactions Index for 
  December 27, 1996.
  (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 Company'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
  
                                       PART II
  
  Item 3. Incorporation of Documents by Reference
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
           (a) The Company's Annual Report on Form 10-K, for the fiscal year ended
  September 30, 1996, filed under Section 13 of the Securities Exchange Act of
  1934 (the "Exchange Act").
  
           (b) The description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 10 filed pursuant to Section 12 of the
  Exchange Act and the description of the Company's Preferred Stock Purchase
  Rights contained in the Company's Registration Statement on Form 8-A filed
  pursuant to Section 12 of the Exchange Act.
  
           All reports and other documents subsequently filed by the Company
  pursuant to Sections 13, 14 or 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all securities offered hereby
  have been sold or which deregisters all securities remaining unsold, shall be
  deemed incorporated by reference herein and to be part hereof from the date of
  the filing of such reports and other documents.
  
  Item 4. Description of Securities
  
           The Company's Common Stock is registered under Section 12 of the
  Exchange Act and the Company's Preferred Stock Purchase Rights is registered
  under Section 12 of the Exchange Act. See Item 3(b) regarding the description of
  the Company's Common Stock and the Company's Preferred Stock Purchase Rights.
  
  Item 5. Interests of Named Experts and Counsel
  
           The shares of the Company's Common Stock are to be acquired on the open
  market. No opinion as to the validity of such shares is required.
  
  Item 6. Indemnification of Directors and Officers
  
           Article Eighth (j) of the Company's Certificate of Incorporation and
  Section 14 of the Company's by-laws provide that the Company shall indemnify any
  person who was a party, is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit, or proceeding by reason of the
  fact that such person is or was a director, officer, employee or agent of the
  Company or is or was serving at the request of the Company as a director,
  officer, employee or agent of another company or enterprise, including service
  as a fiduciary of an employee benefit plan against expenses (including
  attorneys' fees), judgments, fines, penalties and amounts paid in settlement
  incurred in connection with such action, suit or proceeding to the extent
  permitted from time to time under the Delaware General Corporation Law. Such
  indemnification shall be made as authorized in a specific case upon a
  determination by the Board of Directors or the stockholders of the Company. The
  rights of indemnification are not exclusive of any other rights to which those
  seeking indemnification may be entitled and shall continue as to a person who
  ceases to be a director, officer, employee or agent. In addition, under Article
  Eighth (i) of the Company's Certificate of Incorporation, no director or officer
  of the Company shall be liable to the Company or its stockholders for monetary
  damages for any breach of fiduciary duty, except to the extent that Delaware
  General Corporation Law prohibits the elimination or limitation of liability of
  directors or officers for breach of fiduciary duty.
  
                                       II - 1
  3
  
           Section 145 of the Delaware General Corporation Law authorizes the
  indemnification of directors, officers, employees and agents of the Company
  against liability incurred by reason of being a director, officer, employee or
  agent, and against expenses (including attorneys' fees) in connection with
  defending any action seeking to establish liability, in the case of third-party
  claims, if such person acted in good faith and in a manner such person
  reasonably believed to be in or not opposed to the best interests of the
  Company, unless a court otherwise determines. Indemnification is also authorized
  with respect to any criminal action or proceeding where such person had no
  reasonable cause to believe his or her conduct was unlawful.
  
           The Company's current directors' and officers' insurance policies cover
  directors and officers of the Company and its subsidiaries.
  
  Item 7. Exemption from Registration Claimed
  
           Not Applicable.
  
  Item 8. Exhibits
  
           Exhibit
           Number
           -------
  
             23.2   Consent of Coopers & Lybrand L.L.P.
             24     Power of Attorney
             28     Cabot Employee Savings Plan
  
  Item 9. Undertakings
  
           A. Subsequent Exchange Act Documents.
  
           The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933 (the "1933 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.
  
           B. To Transmit Certain Material.
  
           The undersigned registrant hereby undertakes to deliver or cause to be
  delivered with the prospectus to each person to whom the prospectus is sent or
  given, a copy of the registrant's latest annual report to stockholders furnished
  pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
  Securities Exchange Act of 1934, unless such person otherwise has received a
  copy of such report, in which case the registrant shall state in the prospectus
  that it will promptly furnish, without charge, a copy of such report on written
  request of the person. Where interim financial information required to be
  presented by Article 3 of Regulation S-X is not set forth in the prospectus, the
  undersigned also undertakes to deliver, or cause to be delivered to each person
  to whom the prospectus is sent or given, the latest quarterly report that is
  specifically incorporated by reference in the prospectus to provide such interim
  financial information.
  
                                       II - 2
  4
  
           C. Undertaking to Update Annually.
  
           The undersigned registrant hereby undertakes: (1) to file during any
  period in which offers or sales are made a post-effective amendment to the
  registration statement: (i) to include any prospectus required by Section
  10(a)(3) of the 1933 Act; (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; 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 in such information in the registration
  statement; (2) that, for the purpose of determining any liability under the 1933
  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 shall be deemed to be the initial bona fide offering thereof; and (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. Provided, however, that if the information required to be included in
  a post-effective amendment by clauses (1)(i) and (1)(ii) of this paragraph is
  contained in periodic reports filed with or furnished to the Commission by the
  registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the registration statement, the registrant need not
  file a post-effective amendment to provide such information.
  
           D. Indemnification.
  
           Insofar as indemnification for liabilities arising under the 1933 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 Commission such indemnification is
  against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
  adjudication of such issue.
  
                                       II - 3
  5
  
                                     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 and the Commonwealth of Massachusetts, on
  December 30, 1996.
  
                                               CABOT CORPORATION
  
                                               By         *
                                                  --------------------------------
                                                   Kennett F. Burnes
                                                   President
  
           PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATE INDICATED.
  SIGNATURE                                    TITLE                              DATE
  ---------                                    -----                              ----
  PRINCIPAL EXECUTIVE OFFICER
  
                 *                             Director and Chairman of the       December 30, 1996
  ----------------------------------           Board of Directors          
           Samuel W. Bodman         
  
  PRINCIPAL FINANCIAL OFFICER
  
                 *                             Executive Vice President and       December 30, 1996
  ----------------------------------           Chief Financial Officer                             
           Kenyon C. Gilson         
  
  PRINCIPAL ACCOUNTING OFFICER
  
                 *                             Vice President and Controller      December 30, 1996
  ----------------------------------
           Paul J. Gormisky
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Jane C. Bradley
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Kennett F. Burnes
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           John G.L. Cabot
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Arthur L. Goldstein
  II - 4
  6
  SIGNATURE                                    TITLE                              DATE
  ---------                                    -----                              ----
  *                             Director                           December 30 1996
  ----------------------------------
           Robert P. Henderson
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Arnold S. Hiatt
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           John H. McArthur
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           John F. O'Brien
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           David V. Ragone
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Charles P. Siess, Jr.
  
                 *                             Director                           December 30, 1996
  ----------------------------------
           Morris Tanenbaum
  
                 *                             Director                           December 30, 1996
  
  ------------------------------------
           Lydia W. Thomas
  
  *By                                                                             December 30, 1996
      --------------------------------
           William F. Robinson, Jr.
           As Attorney-in-Fact**
  ---------------------
  ** By authority of Power of Attorney filed as Exhibit 24 to this Registration Statement
  II - 5
  7
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number                                                                  Page
  -------                                                                 ----
  
  23.2         Consent of Coopers & Lybrand L.L.P.
  
  24           Power of Attorney
  
  28           Cabot Employee Savings Plan
  
                                       II - 6