content: <PAGE>   1
      As filed with the Securities and Exchange Commission on October 7, 1996
  
                                             Registration Statement No. 
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                              FERROFLUIDICS CORPORATION
               (Exact name of Registrant as specified in its charter)
  
          MASSACHUSETTS                                             02-0275185
  (State or other jurisdiction                                   (I.R.S. Employer 
  of incorporation or organization)                            Identification No.)
  
                                   40 SIMON STREET
                             NASHUA, NEW HAMPSHIRE 03061
                      (Address of principal executive offices)
  
                  FERROFLUIDICS CORPORATION AMENDED AND RESTATED
                        1995 STOCK OPTION AND INCENTIVE PLAN
  
                  FERROFLUIDICS CORPORATION AMENDED AND RESTATED
                        1995 NON-QUALIFIED STOCK OPTION PLAN
  
                  FERROFLUIDICS CORPORATION AMENDED AND RESTATED
                             1994 RESTRICTED STOCK PLAN
                              (Full title of the Plan)
  
                           -------------------------------
  
                                 PAUL F. AVERY, JR.
                         Chairman of the Board and Treasurer
                              SALVATORE J. VINCIGUERRA
                        President and Chief Executive Officer
                              FERROFLUIDICS CORPORATION
                                   40 Simon Street
                             Nashua, New Hampshire 03061
                       (Name and address of agent for service)
  
                                   (603) 883-9800
            (Telephone number, including area code, of agent for service)
  
                            ----------------------------
  
                                      Copy to:
                                STUART M. CABLE, ESQ.
                             GOODWIN, PROCTER & HOAR LLP
                                   Exchange Place
                                   53 State Street
                             Boston, Massachusetts 02109
                                   (617) 570-1000
  
                            ----------------------------
  <TABLE>
                                        CALCULATION OF REGISTRATION FEE
  ==========================================================================================================
  <CAPTION>
  Title of Securities    Amount to be       Proposed Maximum          Proposed Maximum          Amount of
    to be Registered    Registered (1)  Offering Price Per Share  Aggregate Offering Price  Registration Fee
  ==========================================================================================================
    <S>                    <C>                   <C>                     <C>                     <C>
    Common Stock(2)        255,550               $ 9.63                  $2,460,947              $  849
                            15,000               $11.75                  $  176,250              $   61
                             5,000               $11.00                  $   55,000              $   19
                           115,000               $13.00                  $1,495,000              $  516
                            30,000               $ 9.38                  $  281,400              $   97
                            71,925               $ 9.75                  $  701,269              $  242
  ----------------------------------------------------------------------------------------------------------
      Common Stock         192,737               $ 8.50(3)               $1,638,265              $  565
  ----------------------------------------------------------------------------------------------------------
      Common Stock         357,525               $ 8.50(3)               $3,038,963              $1,048
  ==========================================================================================================
  <FN>
  
  (1)  This Registration Statement also relates to such indeterminate number of additional shares of Common
       Stock of the Registrant as may be issuable as a result of a stock dividend, stock split, split-up,
       recapitalization or other similar event.
  
  (2)  The aggregate offering price and fee are computed based on the exercise price of the options to
       purchase shares of Common Stock of Ferrofluidics Corporation, par value $.004 per share (the "Common
       Stock"), which have been granted under the Ferrofluidics Corporation 1995 Non-Qualified Stock Option
       Plan and the Ferrofluidics Corporation 1995 Stock Option and Incentive Plan in accordance with Rule
       457(h) under the Securities Act of 1933, as amended (the "Securities Act").
  
  (3)  This estimate is based on the average of the high and low sale prices of the Common Stock as reported 
       on the Nasdaq National Market on October 1, 1996, pursuant to Rule 457(c) and (h) under the
       Securities Act, for purposes of determining the registration fee with respect to the shares of
       Common Stock which have been granted under the Ferrofluidics Corporation 1994 Restricted Stock Plan
       and the shares of Common Stock which are to be issued under the Ferrofluidics Corporation 1995
       Non-Qualified Stock Option Plan and the Ferrofluidics Corporation 1995 Stock Option and Incentive
       Plan.
  ==========================================================================================================
  </TABLE>
  
  <PAGE>   2
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       Ferrofluidics Corporation (the "Company") hereby incorporates by reference
  the documents listed in (a) through (c) below, which have previously been filed
  with the Securities and Exchange Commission (the "Commission"):
  
       (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
            June 30, 1996, filed with the Commission (Commission File No. 0-10734)
            pursuant to the Securities Exchange Act of 1934, as amended (the
            "Exchange Act");
  
       (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
            Exchange Act since June 30, 1996; and
  
       (c)  The description of the Company's common stock, par value $.004 per
            share, contained in the Company's Registration Statement on Form 8-A,
            as amended, filed with the Commission (Commission File No. 2-72394-B)
            pursuant to Section 12 of the Exchange Act.
  
       In addition, all documents subsequently filed with the Commission by the
  Company pursuant to Sections 13(a) and 13(c), Section 14 and Section 15(d) of
  the Exchange Act prior to the filing of a post-effective amendment which
  indicates that all securities offered hereunder have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents.
  
       Any statement contained in a document incorporated or deemed to be
  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 or deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not Applicable.
  
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Company 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 6 of the Company's Restated Articles of Organization, as amended,
  provides that, to the fullest extent permissible under the MBCL, a director of
  the Company will not be personally liable to the Company or its stockholders for
  monetary damages arising out of the director's breach of his or her fiduciary
  duty. In addition, Article IV of the By-laws of the Company provides that the
  Company 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 Company, provided
  
  
  
  <PAGE>   3
  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 Company. In the event that a settlement
  or compromise of such action, suit or proceeding is effected, indemnification
  may be had but only if the Board of Directors of the Company shall have been
  furnished with an opinion of counsel for the Company to the effect that such
  settlement or compromise is in the best interest of the Company and that such
  director or officer does not appear not to have acted in good faith in the
  reasonable belief that his action was in the best interests of the Company, and
  if the Board of Directors of the Company shall have adopted a resolution
  approving such settlement or compromise. Article IV of the Company's 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 law.
  
       The Company has purchased directors' and officers' liability insurance,
  which insures against certain losses arising from claims against directors or
  officers of the Company by reason of certain acts, including a breach of duty,
  neglect, error, misstatement, misleading statement, omission or other act done
  or wrongfully attempted or any of the foregoing so alleged by any claimant or
  any claim against an officer or director of the Company solely by reason of his
  being such an officer or director.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  of 1933, as amended (the "Securities Act"), may be permitted to directors,
  officers or persons controlling the Company 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.
  
     Exhibit
     -------
        4.1    Ferrofluidics Corporation Amended and Restated 1995 Stock Option 
               and Incentive Plan (incorporated by reference to Exhibit 10.24 of 
               the Company's Annual Report on Form 10-K for the fiscal year ended
               June 30, 1996)
        4.2    Ferrofluidics Corporation Amended and Restated 1995 Non-Qualified 
               Stock Option Plan (incorporated by reference to Exhibit 10.25 of 
               the Company's Annual Report on Form 10-K for the fiscal year ended
               June 30, 1996)
        4.3    Ferrofluidics Corporation Amended and Restated 1994 Restricted 
               Stock Plan (incorporated by reference to Exhibit 10.6 of the 
               Company's Annual Report on Form 10-K for the fiscal year ended 
               June 30, 1996)
        5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
               securities being registered
       23.1    Consent of Counsel (included in Exhibit 5.1 hereto)
       23.2    Consent of Ernst & Young LLP, Independent Auditors
       23.3    Consent of Coopers & Lybrand L.L.P., Independent Auditors
       24.1    Powers of Attorney (included in Part II of this Registration
               Statement)
  
  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 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. 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
                               and of the estimated maximum 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 20 percent change in the
                               maximum aggregate offering price set forth in the
                               "Calculation of Registration Fee" table in the
                               effective Registration Statement; and
  
                                         2
  
  <PAGE>   4
  
  
  
                         (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.
  
               (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 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.
  
  
  
                                        3
  
  <PAGE>   5
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Nashua, State of New Hampshire, on this 7th day of
  October, 1996.
     
                                         FERROFLUIDICS CORPORATION
  
                                         By:
                                            -------------------------------------
                                            Salvatore J. Vinciguerra
                                            President and Chief Executive Officer
  
                                POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of Ferrofluidics Corporation hereby severally constitute Paul F.
  Avery, Jr. and Salvatore J. Vinciguerra and each of them singly, our true and
  lawful attorneys with full power to them, and each of them singly, to sign for
  us and in our names in the capacities indicated below, the Registration
  Statement filed herewith and any and all amendments to said Registration
  Statement (or any registration statement for the same offering that is to be
  effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933),
  and generally to do all such things in our names and in our capacities as
  officers and directors to enable Ferrofluidics Corporation to comply with the
  provisions of the Securities Act of 1933, and all requirements of the Securities
  and Exchange Commission, hereby ratifying and confirming our signatures as they
  may be singed by our said attorneys, or any of them, to said Registration
  Statement and any all amendments thereto.
  
  <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>
                                        President and Chief Executive         October 7, 1996
  -------------------------------       Officer (Principal Executive
  Salvatore J. Vinciguerra              Officer)
                                        
  
  
  -------------------------------       Chairman of the Board and             October 7, 1996
  Paul F. Avery, Jr.                    Treasurer
  
  
  
  -------------------------------       Vice President and Chief              October 7, 1996
  William B. Ford                       Financial Officer (Principal
                                        Financial Officer)
                                        
  
  
  -------------------------------       Controller (Principal                 October 7, 1996
  Stephen P. Morin                      Accounting Officer)
  
  
  
  -------------------------------       Director                              October 7, 1996
  Stephen B. Hazard
  
  
  -------------------------------       Director                              October 7, 1996
  Dennis R. Stone
  
  
  -------------------------------       Director                              October 7, 1996
  Howard F. Nichols
  
  
  -------------------------------       Director                              October 7, 1996
  Robert P. Rittereiser
  
  
  -------------------------------       Director                              October 7, 1996
  Dean Kamen
  </TABLE>
  
  <PAGE>   6
  
  
                                    EXHIBIT INDEX
  
  
  
   Exhibit No.     Description                                               Page*
   -----------     -----------                                               ----
                  
        4.1        Ferrofluidics Corporation Amended and Restated 1995        --
                   Stock Option and Incentive Plan (incorporated by 
                   reference to Exhibit 10.24 of the Company's Annual 
                   Report on Form 10-K for the fiscal year ended 
                   June 30, 1996)
                  
        4.2        Ferrofluidics Corporation Amended and Restated 1995        --
                   Non-Qualified Stock Option Plan (incorporated by 
                   reference to Exhibit 10.25 of the Company's Annual 
                   Report on Form 10-K for the fiscal year ended 
                   June 30, 1996)
                  
        4.3        Ferrofluidics Corporation Amended and Restated 1994        --
                   Restricted Stock Plan (incorporated by reference to 
                   Exhibit 10.6 of the Company's Annual Report on Form 
                   10-K for the fiscal year ended June 30, 1996)
  
        5.1        Opinion of Goodwin, Procter & Hoar LLP as to the   
                   legality of the securities being registered
                  
       23.1        Consent of Counsel (included in Exhibit 5.1 hereto)        --
                  
       23.2        Consent of Ernst & Young LLP, Independent Auditors 
                  
       23.3        Consent of Coopers & Lybrand L.L.P., Independent   
                   Auditors
                  
       24.1        Powers of Attorney (included in Part II of this            --
                   Registration Statement)
             
  
  
  ------------------------
  *      Refers to sequentially numbered copy.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FERROFLUIDICS CORPORATION FORM S-8", "secsgml_size_bytes": 25255}]
metadata_filer: {"company-data": {"conformed-name": "FERROFLUIDICS CORP", "cik": "0000353286", "assigned-sic": "3679", "irs-number": "020275185", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13587", "film-number": "96640093"}, "business-address": {"street1": "40 SIMON STREET", "city": "NASHUA", "state": "NH", "zip": "03061", "phone": "6038839800"}, "mail-address": {"street1": "40 SIMON STREET", "city": "NASHUA", "state": "NH", "zip": "03061"}}
text: 1
      As filed with the Securities and Exchange Commission on October 7, 1996
  
                                             Registration Statement No. 
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                              FERROFLUIDICS CORPORATION
               (Exact name of Registrant as specified in its charter)
  
          MASSACHUSETTS                                             02-0275185
  (State or other jurisdiction                                   (I.R.S. Employer 
  of incorporation or organization)                            Identification No.)
  
                                   40 SIMON STREET
                             NASHUA, NEW HAMPSHIRE 03061
                      (Address of principal executive offices)
  
                  FERROFLUIDICS CORPORATION AMENDED AND RESTATED
                        1995 STOCK OPTION AND INCENTIVE PLAN
  
                  FERROFLUIDICS CORPORATION AMENDED AND RESTATED
                        1995 NON-QUALIFIED STOCK OPTION PLAN
  
                  FERROFLUIDICS CORPORATION AMENDED AND RESTATED
                             1994 RESTRICTED STOCK PLAN
                              (Full title of the Plan)
  
                           -------------------------------
  
                                 PAUL F. AVERY, JR.
                         Chairman of the Board and Treasurer
                              SALVATORE J. VINCIGUERRA
                        President and Chief Executive Officer
                              FERROFLUIDICS CORPORATION
                                   40 Simon Street
                             Nashua, New Hampshire 03061
                       (Name and address of agent for service)
  
                                   (603) 883-9800
            (Telephone number, including area code, of agent for service)
  
                            ----------------------------
  
                                      Copy to:
                                STUART M. CABLE, ESQ.
                             GOODWIN, PROCTER & HOAR LLP
                                   Exchange Place
                                   53 State Street
                             Boston, Massachusetts 02109
                                   (617) 570-1000
  
                            ----------------------------
  
                                        CALCULATION OF REGISTRATION FEE
  ==========================================================================================================
  Title of Securities    Amount to be       Proposed Maximum          Proposed Maximum          Amount of
    to be Registered    Registered (1)  Offering Price Per Share  Aggregate Offering Price  Registration Fee
  ==========================================================================================================
  Common Stock(2)        255,550               $ 9.63                  $2,460,947              $  849
                            15,000               $11.75                  $  176,250              $   61
                             5,000               $11.00                  $   55,000              $   19
                           115,000               $13.00                  $1,495,000              $  516
                            30,000               $ 9.38                  $  281,400              $   97
                            71,925               $ 9.75                  $  701,269              $  242
  ----------------------------------------------------------------------------------------------------------
      Common Stock         192,737               $ 8.50(3)               $1,638,265              $  565
  ----------------------------------------------------------------------------------------------------------
      Common Stock         357,525               $ 8.50(3)               $3,038,963              $1,048
  ==========================================================================================================
  (1)  This Registration Statement also relates to such indeterminate number of additional shares of Common
       Stock of the Registrant as may be issuable as a result of a stock dividend, stock split, split-up,
       recapitalization or other similar event.
  
  (2)  The aggregate offering price and fee are computed based on the exercise price of the options to
       purchase shares of Common Stock of Ferrofluidics Corporation, par value $.004 per share (the "Common
       Stock"), which have been granted under the Ferrofluidics Corporation 1995 Non-Qualified Stock Option
       Plan and the Ferrofluidics Corporation 1995 Stock Option and Incentive Plan in accordance with Rule
       457(h) under the Securities Act of 1933, as amended (the "Securities Act").
  
  (3)  This estimate is based on the average of the high and low sale prices of the Common Stock as reported 
       on the Nasdaq National Market on October 1, 1996, pursuant to Rule 457(c) and (h) under the
       Securities Act, for purposes of determining the registration fee with respect to the shares of
       Common Stock which have been granted under the Ferrofluidics Corporation 1994 Restricted Stock Plan
       and the shares of Common Stock which are to be issued under the Ferrofluidics Corporation 1995
       Non-Qualified Stock Option Plan and the Ferrofluidics Corporation 1995 Stock Option and Incentive
       Plan.
  ==========================================================================================================
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       Ferrofluidics Corporation (the "Company") hereby incorporates by reference
  the documents listed in (a) through (c) below, which have previously been filed
  with the Securities and Exchange Commission (the "Commission"):
  
       (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
            June 30, 1996, filed with the Commission (Commission File No. 0-10734)
            pursuant to the Securities Exchange Act of 1934, as amended (the
            "Exchange Act");
  
       (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
            Exchange Act since June 30, 1996; and
  
       (c)  The description of the Company's common stock, par value $.004 per
            share, contained in the Company's Registration Statement on Form 8-A,
            as amended, filed with the Commission (Commission File No. 2-72394-B)
            pursuant to Section 12 of the Exchange Act.
  
       In addition, all documents subsequently filed with the Commission by the
  Company pursuant to Sections 13(a) and 13(c), Section 14 and Section 15(d) of
  the Exchange Act prior to the filing of a post-effective amendment which
  indicates that all securities offered hereunder have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents.
  
       Any statement contained in a document incorporated or deemed to be
  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 or deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not Applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Company 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 6 of the Company's Restated Articles of Organization, as amended,
  provides that, to the fullest extent permissible under the MBCL, a director of
  the Company will not be personally liable to the Company or its stockholders for
  monetary damages arising out of the director's breach of his or her fiduciary
  duty. In addition, Article IV of the By-laws of the Company provides that the
  Company 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 Company, provided
  3
  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 Company. In the event that a settlement
  or compromise of such action, suit or proceeding is effected, indemnification
  may be had but only if the Board of Directors of the Company shall have been
  furnished with an opinion of counsel for the Company to the effect that such
  settlement or compromise is in the best interest of the Company and that such
  director or officer does not appear not to have acted in good faith in the
  reasonable belief that his action was in the best interests of the Company, and
  if the Board of Directors of the Company shall have adopted a resolution
  approving such settlement or compromise. Article IV of the Company's 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 law.
  
       The Company has purchased directors' and officers' liability insurance,
  which insures against certain losses arising from claims against directors or
  officers of the Company by reason of certain acts, including a breach of duty,
  neglect, error, misstatement, misleading statement, omission or other act done
  or wrongfully attempted or any of the foregoing so alleged by any claimant or
  any claim against an officer or director of the Company solely by reason of his
  being such an officer or director.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  of 1933, as amended (the "Securities Act"), may be permitted to directors,
  officers or persons controlling the Company 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.
  
     Exhibit
     -------
        4.1    Ferrofluidics Corporation Amended and Restated 1995 Stock Option 
               and Incentive Plan (incorporated by reference to Exhibit 10.24 of 
               the Company's Annual Report on Form 10-K for the fiscal year ended
               June 30, 1996)
        4.2    Ferrofluidics Corporation Amended and Restated 1995 Non-Qualified 
               Stock Option Plan (incorporated by reference to Exhibit 10.25 of 
               the Company's Annual Report on Form 10-K for the fiscal year ended
               June 30, 1996)
        4.3    Ferrofluidics Corporation Amended and Restated 1994 Restricted 
               Stock Plan (incorporated by reference to Exhibit 10.6 of the 
               Company's Annual Report on Form 10-K for the fiscal year ended 
               June 30, 1996)
        5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
               securities being registered
       23.1    Consent of Counsel (included in Exhibit 5.1 hereto)
       23.2    Consent of Ernst & Young LLP, Independent Auditors
       23.3    Consent of Coopers & Lybrand L.L.P., Independent Auditors
       24.1    Powers of Attorney (included in Part II of this Registration
               Statement)
  
  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 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. 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
                               and of the estimated maximum 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 20 percent change in the
                               maximum aggregate offering price set forth in the
                               "Calculation of Registration Fee" table in the
                               effective Registration Statement; and
  
                                         2
  4
  
                         (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.
  
               (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 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.
  
                                        3
  5
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Nashua, State of New Hampshire, on this 7th day of
  October, 1996.
     
                                         FERROFLUIDICS CORPORATION
  
                                         By:
                                            -------------------------------------
                                            Salvatore J. Vinciguerra
                                            President and Chief Executive Officer
  
                                POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of Ferrofluidics Corporation hereby severally constitute Paul F.
  Avery, Jr. and Salvatore J. Vinciguerra and each of them singly, our true and
  lawful attorneys with full power to them, and each of them singly, to sign for
  us and in our names in the capacities indicated below, the Registration
  Statement filed herewith and any and all amendments to said Registration
  Statement (or any registration statement for the same offering that is to be
  effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933),
  and generally to do all such things in our names and in our capacities as
  officers and directors to enable Ferrofluidics Corporation to comply with the
  provisions of the Securities Act of 1933, and all requirements of the Securities
  and Exchange Commission, hereby ratifying and confirming our signatures as they
  may be singed by our said attorneys, or any of them, to said Registration
  Statement and any all amendments thereto.
  
       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
  ---------                             -----                                 ----
  President and Chief Executive         October 7, 1996
  -------------------------------       Officer (Principal Executive
  Salvatore J. Vinciguerra              Officer)
                                        
  
  -------------------------------       Chairman of the Board and             October 7, 1996
  Paul F. Avery, Jr.                    Treasurer
  
  -------------------------------       Vice President and Chief              October 7, 1996
  William B. Ford                       Financial Officer (Principal
                                        Financial Officer)
                                        
  
  -------------------------------       Controller (Principal                 October 7, 1996
  Stephen P. Morin                      Accounting Officer)
  
  -------------------------------       Director                              October 7, 1996
  Stephen B. Hazard
  
  -------------------------------       Director                              October 7, 1996
  Dennis R. Stone
  
  -------------------------------       Director                              October 7, 1996
  Howard F. Nichols
  
  -------------------------------       Director                              October 7, 1996
  Robert P. Rittereiser
  
  -------------------------------       Director                              October 7, 1996
  Dean Kamen
  6
  
                                    EXHIBIT INDEX
  
   Exhibit No.     Description                                               Page*
   -----------     -----------                                               ----
                  
        4.1        Ferrofluidics Corporation Amended and Restated 1995        --
                   Stock Option and Incentive Plan (incorporated by 
                   reference to Exhibit 10.24 of the Company's Annual 
                   Report on Form 10-K for the fiscal year ended 
                   June 30, 1996)
                  
        4.2        Ferrofluidics Corporation Amended and Restated 1995        --
                   Non-Qualified Stock Option Plan (incorporated by 
                   reference to Exhibit 10.25 of the Company's Annual 
                   Report on Form 10-K for the fiscal year ended 
                   June 30, 1996)
                  
        4.3        Ferrofluidics Corporation Amended and Restated 1994        --
                   Restricted Stock Plan (incorporated by reference to 
                   Exhibit 10.6 of the Company's Annual Report on Form 
                   10-K for the fiscal year ended June 30, 1996)
  
        5.1        Opinion of Goodwin, Procter & Hoar LLP as to the   
                   legality of the securities being registered
                  
       23.1        Consent of Counsel (included in Exhibit 5.1 hereto)        --
                  
       23.2        Consent of Ernst & Young LLP, Independent Auditors 
                  
       23.3        Consent of Coopers & Lybrand L.L.P., Independent   
                   Auditors
                  
       24.1        Powers of Attorney (included in Part II of this            --
                   Registration Statement)
             
  
  ------------------------
  *      Refers to sequentially numbered copy.