content: <PAGE>
        As filed with the Securities and Exchange Commission on July 22, 2002
  
                                                   Registration No. 333- _________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                           -----------------------------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                 CABOT CORPORATION
  
               (Exact Name Of Registrant As Specified In Its Charter)
               ------------------------------------------------------
  
                  DELAWARE                                        04-2271897
        (State or Other Jurisdiction                           (I.R.S. Employer
      of Incorporation or Organization)                       Identification No.)
  
        TWO SEAPORT LANE, SUITE 1300                                 02210
                 BOSTON, MA                                       (ZIP CODE)
  (Address of Principal Executive Offices)
  
                           -----------------------------
  
                      CABOT UK HOLDINGS LIMITED INLAND REVENUE
                       APPROVED EMPLOYEE SHARE OWNERSHIP PLAN
                              (Full Title of the Plan)
  
                                   Ho-il Kim, Esq.
                         Vice President and General Counsel
                                  Cabot Corporation
                                  Two Seaport Lane
                                     Suite 1300
                                  Boston, MA 02210
                       (Name and Address of Agent for Service)
                       ---------------------------------------
  
                                    617-345-0100
            (Telephone Number, Including Area Code, of Agent for Service)
            -------------------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ==========================================================================================================
  Title Of Securities To    Amount To Be       Proposed Maximum       Proposed Maximum         Amount Of
      Be Registered          Registered       Offering Price Per     Aggregate Offering     Registration Fee
                                                   Share (1)              Price (1)
  ----------------------------------------------------------------------------------------------------------
  <S>                      <C>                     <C>                    <C>                    <C>
  Common Stock,
  Par Value $1.00          20,000 shares           $25.23                 $504,600              $46.42
                           -------------
  ==========================================================================================================
  </TABLE>
  
  (1) Estimated solely for the purpose of calculating the registration fee
      pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
      amended, and based upon the average of the high and low prices of the Common
      Stock as reported by the New York Stock Exchange Composite Transactions
      Index on July 15, 2002. Pursuant to Rule 416(a) under the Securities Act of
      1933, this registration statement also covers such additional shares of
      Common Stock as may be issued to prevent dilution from stock splits, stock
      dividends and similar transactions.
  
  ================================================================================
  
  <PAGE>
                                       PART 1
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plan covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428 (b)(1).
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       Cabot Corporation (the "Registrant") hereby incorporates the following
  documents herein by reference:
  
       (a)  The Registrant's latest annual report on Form 10-K for the fiscal year
            ended September 30, 2001, filed with the Securities and Exchange
            Commission (the "Commission") pursuant to the Securities Exchange Act
            of 1934, as amended (the "Exchange Act"), on December 20, 2001.
  
       (b)  All other reports filed with the Commission pursuant to Section 13(a)
            or 15(d) of the Exchange Act subsequent to September 30, 2001.
  
       (c)  The description of the Common Stock, $1.00 par value per share,
            contained in the Registrant's Registration Statement on Form 10, filed
            with the Commission pursuant to Section 12 of the Exchange Act.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement that indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated herein by reference 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 the purposes of this registration statement to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  <PAGE>
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law, as amended,
  provides that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal or investigative (other than an
  action by or in the right of the corporation) by reason of the fact that such
  person is or was a director, officer, employee or agent of the corporation, or
  is or was serving at the request of the corporation as director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or
  other enterprise, against expenses (including attorneys' fees), judgments, fines
  and amounts paid in settlement actually and reasonably incurred by such person
  in connection with such action, suit or proceeding if such person acted in good
  faith and in a manner such person reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe such person's conduct was
  unlawful. Section 145 further provides that a corporation similarly may
  indemnify any such person serving in any such capacity who was or is a party or
  is threatened to be made a party to any threatened, pending or completed action
  or suit by or in the right of the corporation to procure a judgment in its
  favor, against expenses actually and reasonably incurred in connection with the
  defense or settlement of such action or suit if such person acted in good faith
  and in a manner such person reasonably believed to be in or not opposed to the
  best interest of the corporation and except that no indemnification shall be
  made in respect of any claim, issue or matter as to which such person shall have
  been adjudged to be liable to the corporation unless and only to the extent that
  the Delaware Court of Chancery or such other court in which such action or suit
  was brought shall determine upon application that, despite the adjudication of
  liability but in view of all the circumstances of the case, such person is
  fairly and reasonably entitled to indemnity for such expenses which the Court of
  Chancery or such other court shall deem proper.
  
           Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  permits a corporation to include in its certificate of incorporation a provision
  eliminating or limiting the personal liability of a director to the corporation
  or its stockholders for monetary damages for breach of fiduciary duty as a
  director, provided, however, that such provision shall not eliminate or limit
  the liability of a director (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) under Section 174 of the Delaware General Corporation Law (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption) or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
             Article Eight (j) of the Registrant's Certificate of Incorporation
  and Section 14 of the Registrant's by-laws provide that the Registrant shall
  indemnify any person who was a party, is a party or is threatened to be made a
  party to any threatened, pending or completed action, suit, or proceeding by
  reason of the fact that such person is or was a director, officer, employee or
  agent of the Registrant or is or was serving at the request of the Registrant as
  a director, officer, employee or agent of another company or enterprise,
  including service as a fiduciary of an employee benefit plan, against expenses
  (including attorneys' fees), judgments, fines, penalties and amounts paid in
  settlement incurred in connection with such action, suit or proceeding to the
  extent permitted from time to time under the Delaware General Corporation Law.
  Such indemnification shall be made as authorized in a specific case upon a
  determination by the Board of Directors or the stockholders of the Registrant.
  The rights of indemnification are not exclusive of any other rights to which
  those seeking indemnification may be entitled and shall continue as to a person
  who ceases to be a director, officer, employee or agent. In addition, under
  Article Eight (i) of the Registrant's Certificate of Incorporation no director
  or officer of the Registrant shall be liable to the Registrant or its
  stockholders for monetary damages for any breach of fiduciary duty, except to
  the extent that Delaware General
  
  <PAGE>
  
  Corporation Law prohibits the elimination or limitation of liability of
  directors or officers for breach of fiduciary duty.
  
           All of the Registrant's directors and officers are covered by insurance
  policies maintained by the Registrant against specified liabilities for actions
  taken in their capacities as such, including liabilities under the Securities
  Act of 1933, as amended.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Exhibit
  
           23.1     Consent of PricewaterhouseCoopers LLP.
  
           24       Power of Attorney (included on signature page 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 of 1933, as amended (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; 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) above
                 shall not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Commission by the
                 Registrant pursuant to Section 13 or 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
  
  <PAGE>
  
                      the securities offered therein, and the offering of such
                      securities at that time shall be deemed to be the initial
                      bona fide offering thereof.
  
                 (3)  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.
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Boston, The Commonwealth of Massachusetts, on this
  18th day of July, 2002.
  
  
                                  CABOT CORPORATION
  
  
                                  By: /s/ Kennett F. Burnes
                                     ---------------------------------------------
                                      Name:  Kennett F. Burnes
                                      Title: President and Chief Executive Officer
  
  
                          SIGNATURES AND POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Ho-il
  Kim and Jane A. Bell and each of them singly, his or her true and lawful
  attorney-in-fact and agent with full power of substitution and resubstitution,
  for him or her and in his or her name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement on Form S-8 to be filed by Cabot Corporation, and
  to file the same, with all exhibits thereto, and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents full power and authority to be done in and about
  the premises, as fully to all intents and purposes as he or she might or could
  do in person, hereby ratifying and confirming all that said attorneys-in-fact
  and agents, or their substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
                                       * * * *
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  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>
  /s/ Kennett F. Burnes         Director, Chairman of the Board,        July 18, 2002
  --------------------------    Chief Executive Officer and President
  KENNETT F. BURNES             (Principal Executive Officer)
  
  
  /s/ John A. Shaw              Executive Vice President and Chief      July 18, 2002
  --------------------------    Financial Officer
  JOHN A. SHAW                  (Principal Financial Officer)
  
  
  /s/ Eduardo E. Cordeiro       Controller                              July 18, 2002
  --------------------------    (Controller/Principal Accounting
  EDUARDO E. CORDEIRO           Officer)
  
  
  /s/ John G.L. Cabot           Director                                July 18, 2002
  --------------------------
  JOHN G.L. CABOT
  
  
  /s/ John S. Clarkeson         Director                                July 18, 2002
  --------------------------
  JOHN S. CLARKESON
  </TABLE>
  <PAGE>
  <TABLE>
  <CAPTION>
  
  Signature                     Title                                   Date
  ---------                     -----                                   ----
  
  <S>                           <C>                                     <C>
  /s/ Arthur L. Goldstein       Director                                July 18, 2002
  --------------------------
  ARTHUR L. GOLDSTEIN
  
  
  /s/ Gautam S. Kaji            Director                                July 18, 2002
  --------------------------
  GAUTAM S. KAJI
  
  
  /s/ Roderick C.G. MacLeod     Director                                July 18, 2002
  --------------------------
  RODERICK C.G. MACLEOD
  
  
  /s/ John H. McArthur          Director                                July 18, 2002
  --------------------------
  JOHN H. MCARTHUR
  
  
  /s/ John F. O'Brien           Director                                July 18, 2002
  --------------------------
  JOHN F. O'BRIEN
  
  
  /s/ Ronaldo H. Schmitz        Director                                July 18, 2002
  --------------------------
  RONALDO H. SCHMITZ
  
  
  /s/ Lydia W. Thomas           Director                                July 18, 2002
  --------------------------
  LYDIA W. THOMAS
  
  
  /s/ Mark S. Wrighton          Director                                July 18, 2002
  --------------------------
  MARK S. WRIGHTON
  </TABLE>
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Number              Title of Exhibit
  ------              ----------------
  
  23.1                Consent of PricewaterhouseCoopers LLP.
  
  24                  Power of Attorney (included on signature page of this
                      registration statement).
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43509cbsv8.txt", "description": "CABOT CORPORATION", "secsgml_size_bytes": 20962}]
metadata_filer: {"company-data": {"conformed-name": "CABOT CORP", "cik": "0000016040", "assigned-sic": "2890", "irs-number": "042271897", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96881", "film-number": "02707680"}, "business-address": {"street1": "TWO SEAPORT LANE SUITE 1300", "city": "BOSTON", "state": "MA", "zip": "02109-1806", "phone": "6173450100"}, "mail-address": {"street1": "TWO SEAPORT LANE SUITE 1300", "city": "BOSTON", "state": "MA", "zip": "82109"}, "former-company": {"former-conformed-name": "CABOT GODFREY L INC", "date-changed": "19680418"}}
text: As filed with the Securities and Exchange Commission on July 22, 2002
  
                                                   Registration No. 333- _________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                           -----------------------------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                 CABOT CORPORATION
  
               (Exact Name Of Registrant As Specified In Its Charter)
               ------------------------------------------------------
  
                  DELAWARE                                        04-2271897
        (State or Other Jurisdiction                           (I.R.S. Employer
      of Incorporation or Organization)                       Identification No.)
  
        TWO SEAPORT LANE, SUITE 1300                                 02210
                 BOSTON, MA                                       (ZIP CODE)
  (Address of Principal Executive Offices)
  
                           -----------------------------
  
                      CABOT UK HOLDINGS LIMITED INLAND REVENUE
                       APPROVED EMPLOYEE SHARE OWNERSHIP PLAN
                              (Full Title of the Plan)
  
                                   Ho-il Kim, Esq.
                         Vice President and General Counsel
                                  Cabot Corporation
                                  Two Seaport Lane
                                     Suite 1300
                                  Boston, MA 02210
                       (Name and Address of Agent for Service)
                       ---------------------------------------
  
                                    617-345-0100
            (Telephone Number, Including Area Code, of Agent for Service)
            -------------------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ==========================================================================================================
  Title Of Securities To    Amount To Be       Proposed Maximum       Proposed Maximum         Amount Of
      Be Registered          Registered       Offering Price Per     Aggregate Offering     Registration Fee
                                                   Share (1)              Price (1)
  ----------------------------------------------------------------------------------------------------------
  Common Stock,
  Par Value $1.00          20,000 shares           $25.23                 $504,600              $46.42
                           -------------
  ==========================================================================================================
  (1) Estimated solely for the purpose of calculating the registration fee
      pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
      amended, and based upon the average of the high and low prices of the Common
      Stock as reported by the New York Stock Exchange Composite Transactions
      Index on July 15, 2002. Pursuant to Rule 416(a) under the Securities Act of
      1933, this registration statement also covers such additional shares of
      Common Stock as may be issued to prevent dilution from stock splits, stock
      dividends and similar transactions.
  
  ================================================================================
  PART 1
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the plan covered by this registration statement pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The written statement required by Item 2 is included in documents sent or
  given to participants in the plan covered by this registration statement
  pursuant to Rule 428 (b)(1).
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       Cabot Corporation (the "Registrant") hereby incorporates the following
  documents herein by reference:
  
       (a)  The Registrant's latest annual report on Form 10-K for the fiscal year
            ended September 30, 2001, filed with the Securities and Exchange
            Commission (the "Commission") pursuant to the Securities Exchange Act
            of 1934, as amended (the "Exchange Act"), on December 20, 2001.
  
       (b)  All other reports filed with the Commission pursuant to Section 13(a)
            or 15(d) of the Exchange Act subsequent to September 30, 2001.
  
       (c)  The description of the Common Stock, $1.00 par value per share,
            contained in the Registrant's Registration Statement on Form 10, filed
            with the Commission pursuant to Section 12 of the Exchange Act.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement that indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated herein by reference 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 the purposes of this registration statement to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law, as amended,
  provides that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal or investigative (other than an
  action by or in the right of the corporation) by reason of the fact that such
  person is or was a director, officer, employee or agent of the corporation, or
  is or was serving at the request of the corporation as director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or
  other enterprise, against expenses (including attorneys' fees), judgments, fines
  and amounts paid in settlement actually and reasonably incurred by such person
  in connection with such action, suit or proceeding if such person acted in good
  faith and in a manner such person reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe such person's conduct was
  unlawful. Section 145 further provides that a corporation similarly may
  indemnify any such person serving in any such capacity who was or is a party or
  is threatened to be made a party to any threatened, pending or completed action
  or suit by or in the right of the corporation to procure a judgment in its
  favor, against expenses actually and reasonably incurred in connection with the
  defense or settlement of such action or suit if such person acted in good faith
  and in a manner such person reasonably believed to be in or not opposed to the
  best interest of the corporation and except that no indemnification shall be
  made in respect of any claim, issue or matter as to which such person shall have
  been adjudged to be liable to the corporation unless and only to the extent that
  the Delaware Court of Chancery or such other court in which such action or suit
  was brought shall determine upon application that, despite the adjudication of
  liability but in view of all the circumstances of the case, such person is
  fairly and reasonably entitled to indemnity for such expenses which the Court of
  Chancery or such other court shall deem proper.
  
           Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  permits a corporation to include in its certificate of incorporation a provision
  eliminating or limiting the personal liability of a director to the corporation
  or its stockholders for monetary damages for breach of fiduciary duty as a
  director, provided, however, that such provision shall not eliminate or limit
  the liability of a director (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) under Section 174 of the Delaware General Corporation Law (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption) or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
             Article Eight (j) of the Registrant's Certificate of Incorporation
  and Section 14 of the Registrant's by-laws provide that the Registrant shall
  indemnify any person who was a party, is a party or is threatened to be made a
  party to any threatened, pending or completed action, suit, or proceeding by
  reason of the fact that such person is or was a director, officer, employee or
  agent of the Registrant or is or was serving at the request of the Registrant as
  a director, officer, employee or agent of another company or enterprise,
  including service as a fiduciary of an employee benefit plan, against expenses
  (including attorneys' fees), judgments, fines, penalties and amounts paid in
  settlement incurred in connection with such action, suit or proceeding to the
  extent permitted from time to time under the Delaware General Corporation Law.
  Such indemnification shall be made as authorized in a specific case upon a
  determination by the Board of Directors or the stockholders of the Registrant.
  The rights of indemnification are not exclusive of any other rights to which
  those seeking indemnification may be entitled and shall continue as to a person
  who ceases to be a director, officer, employee or agent. In addition, under
  Article Eight (i) of the Registrant's Certificate of Incorporation no director
  or officer of the Registrant shall be liable to the Registrant or its
  stockholders for monetary damages for any breach of fiduciary duty, except to
  the extent that Delaware General
  Corporation Law prohibits the elimination or limitation of liability of
  directors or officers for breach of fiduciary duty.
  
           All of the Registrant's directors and officers are covered by insurance
  policies maintained by the Registrant against specified liabilities for actions
  taken in their capacities as such, including liabilities under the Securities
  Act of 1933, as amended.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Exhibit
  
           23.1     Consent of PricewaterhouseCoopers LLP.
  
           24       Power of Attorney (included on signature page 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 of 1933, as amended (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; 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) above
                 shall not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Commission by the
                 Registrant pursuant to Section 13 or 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.
  
                 (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.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Boston, The Commonwealth of Massachusetts, on this
  18th day of July, 2002.
  
                                  CABOT CORPORATION
  
                                  By: /s/ Kennett F. Burnes
                                     ---------------------------------------------
                                      Name:  Kennett F. Burnes
                                      Title: President and Chief Executive Officer
  
                          SIGNATURES AND POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Ho-il
  Kim and Jane A. Bell and each of them singly, his or her true and lawful
  attorney-in-fact and agent with full power of substitution and resubstitution,
  for him or her and in his or her name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement on Form S-8 to be filed by Cabot Corporation, and
  to file the same, with all exhibits thereto, and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents full power and authority to be done in and about
  the premises, as fully to all intents and purposes as he or she might or could
  do in person, hereby ratifying and confirming all that said attorneys-in-fact
  and agents, or their substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
                                       * * * *
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                     Title                                   Date
  ---------                     -----                                   ----
  /s/ Kennett F. Burnes         Director, Chairman of the Board,        July 18, 2002
  --------------------------    Chief Executive Officer and President
  KENNETT F. BURNES             (Principal Executive Officer)
  
  /s/ John A. Shaw              Executive Vice President and Chief      July 18, 2002
  --------------------------    Financial Officer
  JOHN A. SHAW                  (Principal Financial Officer)
  
  /s/ Eduardo E. Cordeiro       Controller                              July 18, 2002
  --------------------------    (Controller/Principal Accounting
  EDUARDO E. CORDEIRO           Officer)
  
  /s/ John G.L. Cabot           Director                                July 18, 2002
  --------------------------
  JOHN G.L. CABOT
  
  /s/ John S. Clarkeson         Director                                July 18, 2002
  --------------------------
  JOHN S. CLARKESON
  Signature                     Title                                   Date
  ---------                     -----                                   ----
  /s/ Arthur L. Goldstein       Director                                July 18, 2002
  --------------------------
  ARTHUR L. GOLDSTEIN
  
  /s/ Gautam S. Kaji            Director                                July 18, 2002
  --------------------------
  GAUTAM S. KAJI
  
  /s/ Roderick C.G. MacLeod     Director                                July 18, 2002
  --------------------------
  RODERICK C.G. MACLEOD
  
  /s/ John H. McArthur          Director                                July 18, 2002
  --------------------------
  JOHN H. MCARTHUR
  
  /s/ John F. O'Brien           Director                                July 18, 2002
  --------------------------
  JOHN F. O'BRIEN
  
  /s/ Ronaldo H. Schmitz        Director                                July 18, 2002
  --------------------------
  RONALDO H. SCHMITZ
  
  /s/ Lydia W. Thomas           Director                                July 18, 2002
  --------------------------
  LYDIA W. THOMAS
  
  /s/ Mark S. Wrighton          Director                                July 18, 2002
  --------------------------
  MARK S. WRIGHTON
  EXHIBIT INDEX
  
  Number              Title of Exhibit
  ------              ----------------
  
  23.1                Consent of PricewaterhouseCoopers LLP.
  
  24                  Power of Attorney (included on signature page of this
                      registration statement).