content: <PAGE>
      As filed with the Securities and Exchange Commission on December 13, 2002
  
                                         REGISTRATION STATEMENT NO. 333-__________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                ---------------------
  
                              ZOLL MEDICAL CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  
          MASSACHUSETTS                                04-2711626
     (State of Incorporation)             (I.R.S. Employer Identification No.)
  
                          32 SECOND AVENUE, NORTHWEST PARK
                                BURLINGTON, MA 01803
                                   (781) 229-0020
  
     (Address, including zip code, and telephone number, including area code, of
                      registrant's principal executive office)
  
                                ---------------------
  
                   ZOLL MEDICAL CORPORATION 1992 STOCK OPTION PLAN
                 ZOLL MEDICAL CORPORATION 2001 STOCK INCENTIVE PLAN
                              (FULL TITLE OF THE PLANS)
  
                                --------------------
  
                                  RICHARD A. PACKER
                   CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                              ZOLL MEDICAL CORPORATION
                          32 SECOND AVENUE, NORTHWEST PARK
                                BURLINGTON, MA 01803
                                   (781) 229-0020
   (Name, address, including zip code and telephone number, including area code,
                                of agent for service)
  
                                --------------------
  
                                   With a copy to:
  
                               RAYMOND C. ZEMLIN, P.C.
                                 GOODWIN PROCTER LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ===================================================================================================================
    Title of Securities       Amounts to be   Proposed Maximum Offering       Proposed Maximum           Amount of
     Being Registered        Registered (1)      Price Per Share (2)      Aggregate Offering Price   Registration Fee
  -------------------------------------------------------------------------------------------------------------------
  <S>                        <C>              <C>                         <C>                        <C>
  Common, Stock par value       1,070,000               $37.64                  $40,274,800              $3,705.29
    $.02 per share (3)
  ===================================================================================================================
  </TABLE>
  
  (1)   Consists of 635,000 shares under the 1992 Stock Option Plan and 435,000
        shares under the 2001 Stock Incentive Plan. This Registration Statement
        also related to such indeterminate number of additional shares of ZOLL
        Medical Corporation Common Stock as may be required pursuant to such plans
        in the event of a stock dividend, reverse stock split, split-up,
        recapitalization, forfeiture of stock under these plans or other similar
        event.
  <PAGE>
  (2)   This estimate is made pursuant to Rule 457(c) and (h) under the Securities
        Act of 1933 solely for the purposes of determining the amount of the
        registration fee. The registration fee is based upon the average of the
        high and low prices for the Registrant's Common Stock, par value $.02 per
        share, as reported on The Nasdaq National Market on December 12, 2002.
  
  (3)   This Regulation Statement also relates to the rights to purchase shares of
        Series A Junior Participating Cumulative Preferred Stock of the Registrant
        which are attached to all shares of Common Stock issued, pursuant to the
        terms of the Registrant's Shareholder Rights Agreement dated as of June 8,
        1998. Until the occurrence of certain prescribed events, the rights are
        not exercisable, are evidenced by the certificates for the Common Stock
        and will be transferred with and only with such Common Stock. Because no
        separate consideration is paid for the rights, the registration fee
        therefore is included in the fee for the Common Stock.
  
  ================================================================================
  <PAGE>
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1. Plan Information.*
  
  Item 2. Registrant Information and Employee Plan Annual Information.*
  
        *Information required by Part I to be contained in the Section 10(a)
  Prospectuses is omitted from this Registration Statement in accordance with Rule
  428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
  Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Certain Documents by Reference.
  
        ZOLL Medical Corporation (the "Registrant") hereby incorporates by
  reference the following documents which have previously been filed with the
  Securities and Exchange Commission:
  
        (a)   the Registrant's most recent annual report on Form 10-K for the
              fiscal year ended September 30, 2001 filed with the Securities and
              Exchange Commission on December 31, 2001;
  
        (b)   the Registrant's Quarterly Reports on Form 10-Q for the fiscal
              quarters ended December 30, 2001, March 31, 2002 and June 30, 2002
              filed with the Securities and Exchange Commission on February 13,
              2002, May 15, 2002 and August 14, 2002, respectively.
  
        (c)   all other reports filed with the Securities and Exchange Commission
              by the Registrant pursuant to Section 13(a) or 15(d) of the
              Securities Exchange Act of 1934, as amended (the "Exchange Act")
              since December 31, 2001; and
  
        (d)   the description of the Registrant's Common Stock contained in the
              Registration Statement on Form 8-A, dated May 15, 1992, as filed
              with the Securities and Exchange Commission on May 15, 1992 pursuant
              to Section 12(g) of the Securities Exchange Act of 1934, including
              any amendments or reports filed for the purposes of updating such
              description.
  
        In addition, all documents subsequently filed with the Securities and
  Exchange Commission 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
  hereto that indicates that all securities offered hereunder have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which also is incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
        In addition, solely with respect to the shares being registered under the
  1992 Stock Option Plan, pursuant to General Instruction E of Form S-8, the
  Registrant hereby incorporates by reference the contents of the Registrant's
  Registration Statement on Form S-8 (No. 33-56244) previously filed with the
  Securities and Exchange Commission on December 23, 1992. This Registration
  Statement is being filed, in part, to register an additional 635,000 shares of
  the Registrant's Common Stock under the 1992 Stock Option Plan.
  <PAGE>
  Item 4. Description of Securities.
  
        Not Applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
        The validity of the shares to be offered hereby will be passed upon for
  the Registrant by Goodwin Procter LLP Boston, Massachusetts, counsel to the
  Registrant. A professional corporation controlled by Raymond C. Zemlin, the
  Clerk of the Registrant, is a partner of Goodwin Procter LLP which receives
  compensation from the Registrant for rendering legal services.
  
  Item 6. Indemnification of Directors and Officers.
  
        The Registrant is a Massachusetts corporation. Reference is made to
  Chapter 156B, Section 13(b)(1-1/2) of the Massachusetts Business Corporation Law
  (the "MBCL"), which enables a corporation in its original articles of
  organization or an amendment thereto to eliminate or limit the personal
  liability of a director for monetary damages for violations of the director's
  fiduciary duty, except (i) for any breach of the director's duty of loyalty to
  the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) pursuant to Sections 61 and 62 of the MBCL (providing for liability of
  directors for authorizing unauthorized distributions and for making loans to
  directors, officers and certain shareholders) or (iv) for any transaction from
  which a director derived an improper personal benefit.
  
        Reference also is made to Chapter 156B, Section 67 of the MBCL which
  provides that a corporation may indemnify directors, officers, employees and
  other agents and persons who serve at its request as directors, officers,
  employees or other agents of another organization or who serve at its request in
  any capacity with respect to any employee benefit plan, to the extent specified
  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.
  
        Article 6A of the Registrant's Restated Articles of Organization, as
  amended, provides that, to the extent permissible under the MBCL, a director of
  the Registrant will not be personally liable to the Registrant or its
  stockholders for monetary damages arising out of the director's breach of his or
  her fiduciary duty. No amendment or repeal of the Registrant's Restated Articles
  of Organization shall adversely effect these provisions for acts occurring prior
  to such amendment. In addition, Article V of the Amended and Restated By-laws of
  the Registrant provides that the Registrant shall, to the extent legally
  permissible, indemnify each of its directors and officers against all expenses
  and liabilities which he has reasonably incurred in connection with or arising
  out of any actual or threatened action, suit or proceeding in which he may be
  involved by reason of his being or having been a director or officer of the
  Registrant, provided no such indemnification shall be made in relation to
  matters as to which such director or officer shall be finally adjudged in any
  such action, suit or proceeding not to have acted in good faith in the
  reasonable belief that his action was in the best interests of the Registrant,
  or with respect to a criminal matter, that he had reasonable cause to believe
  that his conduct was unlawful. Additionally, the Amended and Restated By-laws
  provide that no indemnification shall be provided to a director or officer with
  respect to any proceeding by or in the right of the Registrant or if it is
  determined that such party receives an improper benefit, provided that expenses
  incurred in successfully defending an allegation of improper personal benefit
  may be paid by the Registrant if approved by the Board of Directors. In the
  event that a settlement or compromise of such action, suit or proceeding is
  effected which imposes liability on a director or officer, indemnification may
  be had but only if a court having jurisdiction determines that indemnification
  is reasonable and proper in the circumstances. If a settlement or compromise is
  reached in any other circumstance, indemnification may be provided if (i) a
  majority of directors not involved in the proceeding, (ii) independent legal
  counsel, or (iii) a majority vote of stockholders determines that the person
  seeking indemnification has met the standards set forth in Article V.
  Notwithstanding the foregoing, a court having jurisdiction may grant or deny
  indemnification under the provisions of Article V of the Amended and Restated
  By-laws or applicable law. Article V of the Registrant's Amended and Restated
  By-laws further provides that the right of indemnification shall not be
  exclusive of other rights to which any director, officer or other corporate
  personnel may be entitled to as a matter of contract or law.
  
  
                                         2
  <PAGE>
        The Registrant has purchased directors' and officers' liability insurance
  and company reimbursements liability insurance policy, that (i) insures against
  certain losses (above a deductible amount) arising from claims against directors
  or officers of the Registrant by reason of certain acts, done or attempted by
  such director or officer and (ii) insures the Registrant against losses (above a
  deductible amount) arising from any such claims, but only if the Registrant is
  permitted to indemnify such directors or officers for such losses under
  statutory or common law or under provisions of the Registrant's Restated
  Articles of Organization or Amended and Restated By-laws.
  
        Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers or persons controlling the
  Registrant pursuant to the foregoing provisions, the Commission has expressed
  its opinion that such indemnification is against public policy as expressed in
  the Securities Act and is therefore unenforceable.
  
  Item 7. Exemption from Registration Claimed.
  
        Not Applicable.
  
  Item 8. Exhibits.
  
        The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
  <TABLE>
  <CAPTION>
  Exhibits
  --------
  <S>                    <C>
          4.1(1)         ZOLL Medical Corporation Restated Articles of Organization
          4.2(1)         ZOLL Medical Corporation Amended and Restated By-Laws
          4.3(2)         Shareholder Rights Plan
          5.1            Opinion of Goodwin Procter LLP as to the legality of the securities being registered
         10.1(3)         ZOLL Medical Corporation 1992 Stock Option Plan
         10.2(4)         First Amendment to 1992 Stock Option Plan
         10.3(5)         Second Amendment to 1992 Stock Option Plan
         10.4            Third Amendment to 1992 Stock Option Plan
         10.5            Fourth Amendment to 1992 Stock Option Plan
         10.6            ZOLL Medical Corporation 2001 Stock Incentive Plan
         23.1            Consent of Goodwin Procter LLP (included in Exhibit 5.1)
         23.2            Consent of Ernst & Young LLP
         24.1            Powers of Attorney (included on signature pages to this Registration Statement)
  </TABLE>
  
  ----------
  
  (1)   Incorporated by reference to the relevant exhibit to the ZOLL Medical
        Corporation Registration Statement on Form S-1 (File No. 033-47937), as
        amended, as filed with the Securities and Exchange Commission.
  
  (2)   Incorporated by reference to the relevant exhibit to the ZOLL Medical
        Corporation Current Report on Form 8-K filed with the Securities and
        Exchange Commission on June 11,1998.
  
  (3)   Incorporated by reference to Exhibit 10.4 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 033-56244).
  
  (4)   Incorporated by reference to Exhibit 10.2 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 033-90764).
  
  (5)   Incorporated by reference to Exhibit 10.3 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 333-68403) filed on December 4, 1998.
  
  
                                         3
  <PAGE>
  Item 9. Undertakings.
  
        (a)   The undersigned Registrant hereby undertakes:
  
              (1)   To file, during any period in which offers or sales are being
                    made, a post-effective amendment to this Registration
                    Statement:
  
                    (i)   To include any prospectus required by Section 10(a)(3)
                          of the Securities Act;
  
                    (ii)  To reflect in the prospectus any acts 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. Notwithstanding the foregoing,
                          any increase or decrease in volume of securities offered
                          (if the total dollar value of securities offered would
                          not exceed that which was registered) and any deviation
                          from the low or high end of the estimated offering range
                          may be reflected in the form of prospectus filed with
                          the Commission pursuant to Rule 424(b) if, in the
                          aggregate, the changes in volume and price represent no
                          more than a 20 percent change in the maximum aggregate
                          offering price set forth in the "Calculation of
                          Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) herein
              do not apply if the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed by the undersigned Registrant pursuant to
              Section 13 or Section 15(d) of the Exchange Act that are
              incorporated by reference in the Registration Statement;
  
              (2)   That, for the purpose of determining any liability under the
                    Securities Act, 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; 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.
  
        (b)   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 (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.
  
  
                                         4
  <PAGE>
        (c)   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.
  
  
                                         5
  <PAGE>
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act, ZOLL Medical
  Corporation certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the city of Burlington, The Commonwealth of Massachusetts on
  this 27th day of November 2002.
  
                                          ZOLL MEDICAL CORPORATION
  
                                          By:    /s/ Richard A. Packer
                                                 ---------------------------------
                                                 Richard A. Packer
                                                 Chairman, Chief Executive Officer
                                                 and President
  
                                  POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints each of Richard A. Packer and A. Ernest
  Whiton such person's true and lawful attorney-in-fact and agent with full power
  of substitution and resubstitution, for such person and in such person's name,
  place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same, with all exhibits thereto, and all documents in connection
  therewith, with the Securities and Exchange Commission, granting unto each said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as such person might or could do
  in person, hereby ratifying and confirming all that any said attorney-in-fact
  and agent, or any substitute or substitutes of any of them, may lawfully do or
  cause to be done by virtue hereof.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Signature                                  Title                                             Date
  <S>                                        <C>                                               <C>
  
                                             Chairman, Chief Executive Officer, President
  /s/ Richard A. Packer                      and Director (Principal Executive Officer)        November 27, 2002
  -------------------------------------
  Richard A. Packer
  
  
                                             Vice President of Administration and Chief
                                             Financial Officer (Principal Financial and
  /s/ A. Ernest Whiton                       Accounting Officer)                               November 27, 2002
  -------------------------------------
  A. Ernest Whiton
  
  
  /s/ James W. Biondi                        Director                                          November 27, 2002
  -------------------------------------
  James W. Biondi
  
  
  /s/ Willard M. Bright                      Director                                          November 27,  2002
  -------------------------------------
  Willard M. Bright
  </TABLE>
  
  
                                        S-1
  <PAGE>
  <TABLE>
  <S>                                        <C>                                               <C>
  /s/ Thomas M. Claflin, II                  Director                                          November 27, 2002
  -------------------------------------
  Thomas M. Claflin, II
  
  
  /s/ M. Stephen Heilman                     Director                                          November 27, 2002
  -------------------------------------
  M. Stephen Heilman
  
  
  /s/ Daniel M. Mulvena                      Director                                          November 27, 2002
  -------------------------------------
  Daniel M. Mulvena
  
  
  /s/ Benson F. Smith                        Director                                          November 27, 2002
  -------------------------------------
  Benson F. Smith
  </TABLE>
  
  
                                        S-2
  <PAGE>
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit No.       Description
  -----------       -----------
  <S>               <C>
       4.1(1)       ZOLL Medical Corporation Restated Articles of Organization
  
       4.2(1)       ZOLL Medical Corporation Amended and Restated By-laws
  
       4.3(2)       Shareholder Rights Plan
  
       5.1          Option of Goodwin Procter LLP as to the legality of the
                    securities being registered
  
      10.1(3)       ZOLL Medical Corporation 1992 Stock Option Plan
  
      10.2(4)       First Amendment to 1992 Stock Option Plan
  
      10.3(5)       Second Amendment to 1992 Stock Option Plan
  
      10.4          Third Amendment to 1992 Stock Option Plan
  
      10.5          Fourth Amendment to 1992 Stock Option Plan
  
      10.6          ZOLL Medical Corporation 2001 Stock Incentive Plan
  
      23.1          Consent of Goodwin Procter LLP (included in Exhibit 5.1)
  
      23.2          Consent of Ernst & Young LLP
  
      24.1          Powers of Attorney (included on signature pages to this
                    Registration Statement)
  </TABLE>
  
  (1)   Incorporated by reference to the relevant exhibit to the ZOLL Medical
        Corporation Registration Statement on Form S-1 (File No. 033-47937), as
        amended, as filed with the Securities and Exchange Commission.
  
  (2)   Incorporated by reference to the relevant exhibit to the ZOLL Medical
        Corporation current report on Form 8-K filed with the Securities and
        Exchange Commission on June 11, 1998.
  
  (3)   Incorporated by reference to Exhibit 10.4 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 033-56244).
  
  (4)   Incorporated by reference to Exhibit 10.2 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 033-90764).
  
  (5)   Incorporated by reference to Exhibit 10.3 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 333-68403) filed on December 4, 1998.
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text: As filed with the Securities and Exchange Commission on December 13, 2002
  
                                         REGISTRATION STATEMENT NO. 333-__________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                ---------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                ---------------------
  
                              ZOLL MEDICAL CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  
          MASSACHUSETTS                                04-2711626
     (State of Incorporation)             (I.R.S. Employer Identification No.)
  
                          32 SECOND AVENUE, NORTHWEST PARK
                                BURLINGTON, MA 01803
                                   (781) 229-0020
  
     (Address, including zip code, and telephone number, including area code, of
                      registrant's principal executive office)
  
                                ---------------------
  
                   ZOLL MEDICAL CORPORATION 1992 STOCK OPTION PLAN
                 ZOLL MEDICAL CORPORATION 2001 STOCK INCENTIVE PLAN
                              (FULL TITLE OF THE PLANS)
  
                                --------------------
  
                                  RICHARD A. PACKER
                   CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                              ZOLL MEDICAL CORPORATION
                          32 SECOND AVENUE, NORTHWEST PARK
                                BURLINGTON, MA 01803
                                   (781) 229-0020
   (Name, address, including zip code and telephone number, including area code,
                                of agent for service)
  
                                --------------------
  
                                   With a copy to:
  
                               RAYMOND C. ZEMLIN, P.C.
                                 GOODWIN PROCTER LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  ===================================================================================================================
    Title of Securities       Amounts to be   Proposed Maximum Offering       Proposed Maximum           Amount of
     Being Registered        Registered (1)      Price Per Share (2)      Aggregate Offering Price   Registration Fee
  -------------------------------------------------------------------------------------------------------------------
  Common, Stock par value       1,070,000               $37.64                  $40,274,800              $3,705.29
    $.02 per share (3)
  ===================================================================================================================
  (1)   Consists of 635,000 shares under the 1992 Stock Option Plan and 435,000
        shares under the 2001 Stock Incentive Plan. This Registration Statement
        also related to such indeterminate number of additional shares of ZOLL
        Medical Corporation Common Stock as may be required pursuant to such plans
        in the event of a stock dividend, reverse stock split, split-up,
        recapitalization, forfeiture of stock under these plans or other similar
        event.
  (2)   This estimate is made pursuant to Rule 457(c) and (h) under the Securities
        Act of 1933 solely for the purposes of determining the amount of the
        registration fee. The registration fee is based upon the average of the
        high and low prices for the Registrant's Common Stock, par value $.02 per
        share, as reported on The Nasdaq National Market on December 12, 2002.
  
  (3)   This Regulation Statement also relates to the rights to purchase shares of
        Series A Junior Participating Cumulative Preferred Stock of the Registrant
        which are attached to all shares of Common Stock issued, pursuant to the
        terms of the Registrant's Shareholder Rights Agreement dated as of June 8,
        1998. Until the occurrence of certain prescribed events, the rights are
        not exercisable, are evidenced by the certificates for the Common Stock
        and will be transferred with and only with such Common Stock. Because no
        separate consideration is paid for the rights, the registration fee
        therefore is included in the fee for the Common Stock.
  
  ================================================================================
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1. Plan Information.*
  
  Item 2. Registrant Information and Employee Plan Annual Information.*
  
        *Information required by Part I to be contained in the Section 10(a)
  Prospectuses is omitted from this Registration Statement in accordance with Rule
  428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
  Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Certain Documents by Reference.
  
        ZOLL Medical Corporation (the "Registrant") hereby incorporates by
  reference the following documents which have previously been filed with the
  Securities and Exchange Commission:
  
        (a)   the Registrant's most recent annual report on Form 10-K for the
              fiscal year ended September 30, 2001 filed with the Securities and
              Exchange Commission on December 31, 2001;
  
        (b)   the Registrant's Quarterly Reports on Form 10-Q for the fiscal
              quarters ended December 30, 2001, March 31, 2002 and June 30, 2002
              filed with the Securities and Exchange Commission on February 13,
              2002, May 15, 2002 and August 14, 2002, respectively.
  
        (c)   all other reports filed with the Securities and Exchange Commission
              by the Registrant pursuant to Section 13(a) or 15(d) of the
              Securities Exchange Act of 1934, as amended (the "Exchange Act")
              since December 31, 2001; and
  
        (d)   the description of the Registrant's Common Stock contained in the
              Registration Statement on Form 8-A, dated May 15, 1992, as filed
              with the Securities and Exchange Commission on May 15, 1992 pursuant
              to Section 12(g) of the Securities Exchange Act of 1934, including
              any amendments or reports filed for the purposes of updating such
              description.
  
        In addition, all documents subsequently filed with the Securities and
  Exchange Commission 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
  hereto that indicates that all securities offered hereunder have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which also is incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
        In addition, solely with respect to the shares being registered under the
  1992 Stock Option Plan, pursuant to General Instruction E of Form S-8, the
  Registrant hereby incorporates by reference the contents of the Registrant's
  Registration Statement on Form S-8 (No. 33-56244) previously filed with the
  Securities and Exchange Commission on December 23, 1992. This Registration
  Statement is being filed, in part, to register an additional 635,000 shares of
  the Registrant's Common Stock under the 1992 Stock Option Plan.
  Item 4. Description of Securities.
  
        Not Applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
        The validity of the shares to be offered hereby will be passed upon for
  the Registrant by Goodwin Procter LLP Boston, Massachusetts, counsel to the
  Registrant. A professional corporation controlled by Raymond C. Zemlin, the
  Clerk of the Registrant, is a partner of Goodwin Procter LLP which receives
  compensation from the Registrant for rendering legal services.
  
  Item 6. Indemnification of Directors and Officers.
  
        The Registrant is a Massachusetts corporation. Reference is made to
  Chapter 156B, Section 13(b)(1-1/2) of the Massachusetts Business Corporation Law
  (the "MBCL"), which enables a corporation in its original articles of
  organization or an amendment thereto to eliminate or limit the personal
  liability of a director for monetary damages for violations of the director's
  fiduciary duty, except (i) for any breach of the director's duty of loyalty to
  the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) pursuant to Sections 61 and 62 of the MBCL (providing for liability of
  directors for authorizing unauthorized distributions and for making loans to
  directors, officers and certain shareholders) or (iv) for any transaction from
  which a director derived an improper personal benefit.
  
        Reference also is made to Chapter 156B, Section 67 of the MBCL which
  provides that a corporation may indemnify directors, officers, employees and
  other agents and persons who serve at its request as directors, officers,
  employees or other agents of another organization or who serve at its request in
  any capacity with respect to any employee benefit plan, to the extent specified
  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.
  
        Article 6A of the Registrant's Restated Articles of Organization, as
  amended, provides that, to the extent permissible under the MBCL, a director of
  the Registrant will not be personally liable to the Registrant or its
  stockholders for monetary damages arising out of the director's breach of his or
  her fiduciary duty. No amendment or repeal of the Registrant's Restated Articles
  of Organization shall adversely effect these provisions for acts occurring prior
  to such amendment. In addition, Article V of the Amended and Restated By-laws of
  the Registrant provides that the Registrant shall, to the extent legally
  permissible, indemnify each of its directors and officers against all expenses
  and liabilities which he has reasonably incurred in connection with or arising
  out of any actual or threatened action, suit or proceeding in which he may be
  involved by reason of his being or having been a director or officer of the
  Registrant, provided no such indemnification shall be made in relation to
  matters as to which such director or officer shall be finally adjudged in any
  such action, suit or proceeding not to have acted in good faith in the
  reasonable belief that his action was in the best interests of the Registrant,
  or with respect to a criminal matter, that he had reasonable cause to believe
  that his conduct was unlawful. Additionally, the Amended and Restated By-laws
  provide that no indemnification shall be provided to a director or officer with
  respect to any proceeding by or in the right of the Registrant or if it is
  determined that such party receives an improper benefit, provided that expenses
  incurred in successfully defending an allegation of improper personal benefit
  may be paid by the Registrant if approved by the Board of Directors. In the
  event that a settlement or compromise of such action, suit or proceeding is
  effected which imposes liability on a director or officer, indemnification may
  be had but only if a court having jurisdiction determines that indemnification
  is reasonable and proper in the circumstances. If a settlement or compromise is
  reached in any other circumstance, indemnification may be provided if (i) a
  majority of directors not involved in the proceeding, (ii) independent legal
  counsel, or (iii) a majority vote of stockholders determines that the person
  seeking indemnification has met the standards set forth in Article V.
  Notwithstanding the foregoing, a court having jurisdiction may grant or deny
  indemnification under the provisions of Article V of the Amended and Restated
  By-laws or applicable law. Article V of the Registrant's Amended and Restated
  By-laws further provides that the right of indemnification shall not be
  exclusive of other rights to which any director, officer or other corporate
  personnel may be entitled to as a matter of contract or law.
  
                                         2
  The Registrant has purchased directors' and officers' liability insurance
  and company reimbursements liability insurance policy, that (i) insures against
  certain losses (above a deductible amount) arising from claims against directors
  or officers of the Registrant by reason of certain acts, done or attempted by
  such director or officer and (ii) insures the Registrant against losses (above a
  deductible amount) arising from any such claims, but only if the Registrant is
  permitted to indemnify such directors or officers for such losses under
  statutory or common law or under provisions of the Registrant's Restated
  Articles of Organization or Amended and Restated By-laws.
  
        Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers or persons controlling the
  Registrant pursuant to the foregoing provisions, the Commission has expressed
  its opinion that such indemnification is against public policy as expressed in
  the Securities Act and is therefore unenforceable.
  
  Item 7. Exemption from Registration Claimed.
  
        Not Applicable.
  
  Item 8. Exhibits.
  
        The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  Exhibits
  --------
  4.1(1)         ZOLL Medical Corporation Restated Articles of Organization
          4.2(1)         ZOLL Medical Corporation Amended and Restated By-Laws
          4.3(2)         Shareholder Rights Plan
          5.1            Opinion of Goodwin Procter LLP as to the legality of the securities being registered
         10.1(3)         ZOLL Medical Corporation 1992 Stock Option Plan
         10.2(4)         First Amendment to 1992 Stock Option Plan
         10.3(5)         Second Amendment to 1992 Stock Option Plan
         10.4            Third Amendment to 1992 Stock Option Plan
         10.5            Fourth Amendment to 1992 Stock Option Plan
         10.6            ZOLL Medical Corporation 2001 Stock Incentive Plan
         23.1            Consent of Goodwin Procter LLP (included in Exhibit 5.1)
         23.2            Consent of Ernst & Young LLP
         24.1            Powers of Attorney (included on signature pages to this Registration Statement)
  ----------
  
  (1)   Incorporated by reference to the relevant exhibit to the ZOLL Medical
        Corporation Registration Statement on Form S-1 (File No. 033-47937), as
        amended, as filed with the Securities and Exchange Commission.
  
  (2)   Incorporated by reference to the relevant exhibit to the ZOLL Medical
        Corporation Current Report on Form 8-K filed with the Securities and
        Exchange Commission on June 11,1998.
  
  (3)   Incorporated by reference to Exhibit 10.4 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 033-56244).
  
  (4)   Incorporated by reference to Exhibit 10.2 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 033-90764).
  
  (5)   Incorporated by reference to Exhibit 10.3 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 333-68403) filed on December 4, 1998.
  
                                         3
  Item 9. Undertakings.
  
        (a)   The undersigned Registrant hereby undertakes:
  
              (1)   To file, during any period in which offers or sales are being
                    made, a post-effective amendment to this Registration
                    Statement:
  
                    (i)   To include any prospectus required by Section 10(a)(3)
                          of the Securities Act;
  
                    (ii)  To reflect in the prospectus any acts 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. Notwithstanding the foregoing,
                          any increase or decrease in volume of securities offered
                          (if the total dollar value of securities offered would
                          not exceed that which was registered) and any deviation
                          from the low or high end of the estimated offering range
                          may be reflected in the form of prospectus filed with
                          the Commission pursuant to Rule 424(b) if, in the
                          aggregate, the changes in volume and price represent no
                          more than a 20 percent change in the maximum aggregate
                          offering price set forth in the "Calculation of
                          Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) herein
              do not apply if the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed by the undersigned Registrant pursuant to
              Section 13 or Section 15(d) of the Exchange Act that are
              incorporated by reference in the Registration Statement;
  
              (2)   That, for the purpose of determining any liability under the
                    Securities Act, 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; 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.
  
        (b)   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 (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.
  
                                         4
  (c)   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.
  
                                         5
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act, ZOLL Medical
  Corporation certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the city of Burlington, The Commonwealth of Massachusetts on
  this 27th day of November 2002.
  
                                          ZOLL MEDICAL CORPORATION
  
                                          By:    /s/ Richard A. Packer
                                                 ---------------------------------
                                                 Richard A. Packer
                                                 Chairman, Chief Executive Officer
                                                 and President
  
                                  POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints each of Richard A. Packer and A. Ernest
  Whiton such person's true and lawful attorney-in-fact and agent with full power
  of substitution and resubstitution, for such person and in such person's name,
  place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same, with all exhibits thereto, and all documents in connection
  therewith, with the Securities and Exchange Commission, granting unto each said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as such person might or could do
  in person, hereby ratifying and confirming all that any said attorney-in-fact
  and agent, or any substitute or substitutes of any of them, may lawfully do or
  cause to be done by virtue hereof.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                                  Title                                             Date
  Chairman, Chief Executive Officer, President
  /s/ Richard A. Packer                      and Director (Principal Executive Officer)        November 27, 2002
  -------------------------------------
  Richard A. Packer
  
                                             Vice President of Administration and Chief
                                             Financial Officer (Principal Financial and
  /s/ A. Ernest Whiton                       Accounting Officer)                               November 27, 2002
  -------------------------------------
  A. Ernest Whiton
  
  /s/ James W. Biondi                        Director                                          November 27, 2002
  -------------------------------------
  James W. Biondi
  
  /s/ Willard M. Bright                      Director                                          November 27,  2002
  -------------------------------------
  Willard M. Bright
  S-1
  /s/ Thomas M. Claflin, II                  Director                                          November 27, 2002
  -------------------------------------
  Thomas M. Claflin, II
  
  /s/ M. Stephen Heilman                     Director                                          November 27, 2002
  -------------------------------------
  M. Stephen Heilman
  
  /s/ Daniel M. Mulvena                      Director                                          November 27, 2002
  -------------------------------------
  Daniel M. Mulvena
  
  /s/ Benson F. Smith                        Director                                          November 27, 2002
  -------------------------------------
  Benson F. Smith
  S-2
  EXHIBIT INDEX
  Exhibit No.       Description
  -----------       -----------
  4.1(1)       ZOLL Medical Corporation Restated Articles of Organization
  
       4.2(1)       ZOLL Medical Corporation Amended and Restated By-laws
  
       4.3(2)       Shareholder Rights Plan
  
       5.1          Option of Goodwin Procter LLP as to the legality of the
                    securities being registered
  
      10.1(3)       ZOLL Medical Corporation 1992 Stock Option Plan
  
      10.2(4)       First Amendment to 1992 Stock Option Plan
  
      10.3(5)       Second Amendment to 1992 Stock Option Plan
  
      10.4          Third Amendment to 1992 Stock Option Plan
  
      10.5          Fourth Amendment to 1992 Stock Option Plan
  
      10.6          ZOLL Medical Corporation 2001 Stock Incentive Plan
  
      23.1          Consent of Goodwin Procter LLP (included in Exhibit 5.1)
  
      23.2          Consent of Ernst & Young LLP
  
      24.1          Powers of Attorney (included on signature pages to this
                    Registration Statement)
  (1)   Incorporated by reference to the relevant exhibit to the ZOLL Medical
        Corporation Registration Statement on Form S-1 (File No. 033-47937), as
        amended, as filed with the Securities and Exchange Commission.
  
  (2)   Incorporated by reference to the relevant exhibit to the ZOLL Medical
        Corporation current report on Form 8-K filed with the Securities and
        Exchange Commission on June 11, 1998.
  
  (3)   Incorporated by reference to Exhibit 10.4 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 033-56244).
  
  (4)   Incorporated by reference to Exhibit 10.2 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 033-90764).
  
  (5)   Incorporated by reference to Exhibit 10.3 of the Registrant's Registration
        Statement on Form S-8 (SEC File No. 333-68403) filed on December 4, 1998.