content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1995
  
                                            Registration Statement No. 33-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              -------------------------
  
                                 INSTRON CORPORATION
               (Exact name of Registrant as specified in its charter)
  <TABLE>
  <S>                                        <C>
          MASSACHUSETTS                                 04-2057203
  (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)              
  </TABLE>
                                  100 ROYALL STREET
                                  CANTON, MA 02021
                      (Address of principal executive offices)
  
                                 INSTRON CORPORATION
                           1979 NON-QUALIFIED STOCK OPTION
                         AND STOCK APPRECIATION RIGHTS PLAN
                              (Full title of the Plan)
  
                           -------------------------------
  
                                 JAMES M. MCCONNELL
                        President and Chief Executive Officer
                                 INSTRON CORPORATION
                                  100 Royall Street
                                  Canton, MA 02021
                       (Name and address of agent for service)
  
                                   (617) 828-2500
            (Telephone number, including area code, of agent for service)
  
                            ----------------------------
  
                                      Copy to:
                               RAYMOND C. ZEMLIN, P.C.
                               GOODWIN, PROCTER & HOAR
                                   Exchange Place
                                   53 State Street
                             Boston, Massachusetts 02109
                                   (617) 570-1000
  
                            ----------------------------
  <TABLE>
                           CALCULATION OF REGISTRATION FEE
  <CAPTION>
  ===========================================================================================================================
                                                            Proposed Maximum                                    Amount of
   Title of Securities to be         Amount to be            Offering Price          Proposed Maximum        Registration Fee
           Registered               Registered (1)             Per Share          Aggregate Offering Price  
  - ---------------------------------------------------------------------------------------------------------------------------
        <S>                            <C>                    <C>                      <C>                     <C>      
         Common Stock,                 366,697                $10.09 (2)               $3,699,972.73           $1,275.86
        $1.00 par value                 85,153                $11.69 (3)               $  995,438.57           $  343.26
                                                                                                               
             TOTAL                     451,850                    --                   $4,695,411.30           $1,619.12
  ===========================================================================================================================
  <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)      This estimate is made pursuant to Rule 457(h) under the Securities Act
           of 1933, as amended (the Securities Act), solely for the purpose of
           determining the registration fee and is based upon the weighted average
           price at which outstanding options may be exercised.
  
  (3)      This estimate is made pursuant to Rule 457(c) and (h) under the
           Securities Act, solely for purposes of determining the registration fee
           and is equal to the average of the high and low sales prices of the
           Common Stock as reported on the American Stock Exchange on the close of
           business on August 8, 1995.
  </TABLE>
  ================================================================================
  <PAGE>   2
  
  
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           Instron 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:
  
           (a)               The Company's Annual Report on Form 10-K for the
                             fiscal year ended December 31, 1994, filed with the
                             Securities and Exchange Commission 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 December 31, 1994;
                             and
  
           (c)               The description of the Company's common stock, $1.00
                             par value, contained in the Company's Registration
                             Statement on Form 8-A, as amended, filed with the
                             Securities and Exchange Commission pursuant to
                             Section 12 of the Exchange Act.
  
           In addition, all documents subsequently filed with the Securities and
  Exchange 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.
  
           Section 67 of Chapter 156B of the General Laws of the Commonwealth of
  Massachusetts allows indemnification of directors and officers to the extent
  authorized by (i) the articles of organization or (ii) a by-law adopted by the
  stockholders or (iii) a vote adopted by the holders of a majority of the shares
  of stock entitled to vote on the election of directors. The statute prohibits,
  however, indemnification of a director or officer who has been adjudicated in
  any proceeding not to have acted in good faith in the reasonable belief that his
  action was in the best interest of the Company or to the extent that such matter
  relates to service with respect to an employee benefit plan, in the best
  interests of the participants or beneficiaries of such employee benefit plan.
  Section 67 further provides that a corporation has the power to purchase and
  maintain insurance policies on behalf of any person who is or was an officer or
  director against liability incurred by him in such capacity or arising out of
  his status as such, whether or not the Company has the power to indemnify such
  officer or director against such liability.
  
           Article 6A of the Restated Articles of Organization of Instron provides
  that its directors and officers shall be indemnified by the Company against all
  expenses incurred in connection with service for or on behalf of the Company.
  However, no indemnification shall be provided in any proceeding in which it was
  adjudicated that the officer did not act in good faith in the reasonable belief
  that his action was in the best interests of the Company. In the event that a
  proceeding is compromised or settled so as to impose liability on an officer or
  the Company, the officer shall not be indemnified if the Company obtains an
  opinion of counsel that the officer did not act in good faith in the reasonable
  belief that his action was in the best interests of the Company. Such 
  
  
                                        II-1
  <PAGE>   3
  
  
  rights to indemnification do not limit any other rights to indemnification
  acquired under any statute, agreement or otherwise.
  
           In addition, Article 6H of the Company's Restated Articles of
  Organization provides that no director shall be personally liable for monetary
  damages to the Company or its stockholders for breach of fiduciary duty as a
  director except (i) for any breach of loyalty, (ii) for acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Sections 61 or 62 of Chapter 156B of the General Laws of the
  Commonwealth of Massachusetts, or (iv) with respect to any transaction from
  which the director derived an improper personal benefit.
  
           Instron 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.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  <TABLE>
  
  ITEM 8.  EXHIBITS.
  
           (a)      The  following  is  a  complete  list  of  exhibits  filed  or
  incorporated by reference as part of this registration statement.
  
  <CAPTION>
  
  Exhibit
  - -------
     <S>     <C>
      4.1    Restated Articles of Organization, as amended.*
      4.2    By-laws, as amended.**
      4.3    Instron Corporation 1979 Non-Qualified Stock Option and Stock
             Appreciation Rights Plan, as amended.***
      5      Opinion of Goodwin, Procter & Hoar as to the legality of the
             securities being registered.
     23.1    Consent of Goodwin, Procter & Hoar (included in Exhibit 5 hereto).
     23.2    Consent of Coopers & Lybrand L.L.P.
     24      Power of Attorney (included on the signature page of this 
             Registration Statement).
  
  - -----------------------
  <FN>
      *               Incorporated by reference to Exhibit 3(a) of the Company's
                      Form 10-K for the year ended December 31, 1981, Exhibit 4 of
                      the Company's Form 10-Q for the quarter ended March 31,
                      1984, Exhibit 4 of the Company's Form 10-Q for the quarter
                      ended June 28, 1986, and Exhibit 4 of the Company's Form
                      10-Q for the quarter ended June 27, 1987.
  
     **               Incorporated by reference to the Company's Form 8-K filed
                      with the Securities and Exchange Commission on October 5,
                      1990.
  
    ***               Incorporated by reference to the Company's Proxy Statements
                      prepared in connection with the Company's Annual Meeting of
                      Stockholders, and filed with the Securities and Exchange
                      Commission, for the years 1979, 1980, 1988 and 1991.
  </TABLE>
  
  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
  
                                        II-2
  <PAGE>   4
  
                                                    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) 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 with or furnished to the Commission 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 Securities and Exchange Commission
                             such indemnification is against public policy as
                             expressed in the Securities Act, and is, therefore,
                             unenforceable. In the event that a claim for
                             indemnification against such liabilities (other than
                             the payment by the registrant of expenses incurred or
                             paid by a director, officer or controlling person of
                             the registrant in the successful defense of any
                             action, suit or proceeding) is asserted by such
                             director, officer or controlling person in connection
                             with the securities being registered, the registrant
                             will, unless in the opinion of its counsel the matter
                             has been settled by controlling precedent, submit to
                             a court of appropriate jurisdiction the question
                             whether such indemnification by it is against public
                             policy as expressed in the Securities Act and will be
                             governed by the final adjudication of such issue.
  
  
                                        II-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 Town of Canton, Commonwealth of Massachusetts, on this
  10th day of August, 1995.
  
                                        INSTRON CORPORATION
  
                                        By:  /s/ James M. McConnell
                                             -------------------------------------
                                             James M. McConnell,
                                             President and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and on the date indicated.
  
           Each person whose signature appears below constitutes and appoints
  James M. McConnell and Linton A. Moulding, and each of them, as his true and
  lawful attorney-in-fact and agent, with full power of substitution, for him and
  in his name, place and stead, in any and all capacities to sign any or all
  amendments or post-effective amendments to this registration statement, and to
  file the same, with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorney-in-fact and agent
  or his substitute, may lawfully do or cause to be done by virtue hereof.
  
  <TABLE>
  <CAPTION>
  
  Signature                                        Title                             Date
  - ---------                                        -----                             ----
  <S>                                              <C>                               <C>
   /s/ James M. McConnell                          President, Chief Executive        August 10, 1995
  - ----------------------------------               Officer and Director
  James M. McConnell                               (Principal Executive Officer)
  
   /s/ Linton A. Moulding                          Chief Financial Officer           August 10, 1995
  - ----------------------------------               (Principal Financial and
  Linton A. Moulding                               Accounting Officer)
  
   /s/ Harold Hindman                              Chairman of the Board             August 10, 1995
  - ----------------------------------               of Directors
  Harold Hindman      
  
   /s/ George S. Burr                              Vice Chairman of the Board        August 10, 1995
  - ----------------------------------               of Directors
  George S. Burr                                   
  
   /s/ Nicholas J. Grant                           Director                          August 10, 1995
  - ----------------------------------
  Dr. Nicholas J. Grant
  
   /s/ Richard W. Young                            Director                          August 10, 1995
  - ----------------------------------
  Dr. Richard W. Young
  
   /s/ John W. Lacey                               Director                          August 10, 1995
  - ----------------------------------
  John W. Lacey
  </TABLE>
  
  
  <PAGE>   6
  
  
  <TABLE>
  <S>                                              <C>                               <C>
   /s/ Dennis J. Moore                             Director                          August 10, 1995
  - ----------------------------------
  Dennis J. Moore
  
   /s/ Sheldon Rutstein                            Director                          August 10, 1995
  - ----------------------------------
  Sheldon Rutstein
  
   /s/ John F. Smith                               Director                          August 10, 1995
  - ----------------------------------
  John F. Smith
  </TABLE>
  
  
  <PAGE>   7
  <TABLE>
  
                                   EXHIBIT INDEX
  
  <CAPTION>
  
  Exhibit No.                Description                                                  Page
  - -----------                -----------                                                  ----
       <S>                   <C>                                                          <C>                                       
        4.1                  Restated Articles of Organization, as amended.*
  
        4.2                  By-laws, as amended.**
  
        4.3                  Instron  Corporation 1979 Non-Qualified Stock Option
                             and Stock Appreciation Rights Plan, as amended.***
  
        5                    Opinion of Goodwin, Procter & Hoar as to the
                             legality of the securities being registered.
  
       23.1                  Consent of Goodwin, Procter & Hoar (included in
                             Exhibit 5 hereto).
  
       23.2                  Consent of Coopers & Lybrand L.L.P.
  
       24                    Power of Attorney (included on the signature page of 
                             this Registration Statement).
  
  - -----------------------
  <FN>
        *                    Incorporated by reference to Exhibit 3(a) of the
                             Company's Form 10-K for the year ended December 31,
                             1981, Exhibit 4 of the Company's Form 10-Q for the
                             quarter ended March 31, 1984, Exhibit 4 of the
                             Company's Form 10-Q for the quarter ended June 28,
                             1986, and Exhibit 4 of the Company's Form 10-Q for
                             the quarter ended June 27, 1987.
  
       **                    Incorporated by reference to the Company's Form 8-K
                             filed with the Securities and Exchange Commission on
                             October 5, 1990.
  
      ***                    Incorporated by reference to the Company's Proxy
                             Statements prepared in connection with the Company's
                             Annual Meeting of Stockholders, and filed with the
                             Securities and Exchange Commission, for the years
                             1979, 1980, 1988 and 1991.
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR INSTRON CORPORATION", "secsgml_size_bytes": 25230}]
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text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1995
  
                                            Registration Statement No. 33-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              -------------------------
  
                                 INSTRON CORPORATION
               (Exact name of Registrant as specified in its charter)
  MASSACHUSETTS                                 04-2057203
  (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)
  100 ROYALL STREET
                                  CANTON, MA 02021
                      (Address of principal executive offices)
  
                                 INSTRON CORPORATION
                           1979 NON-QUALIFIED STOCK OPTION
                         AND STOCK APPRECIATION RIGHTS PLAN
                              (Full title of the Plan)
  
                           -------------------------------
  
                                 JAMES M. MCCONNELL
                        President and Chief Executive Officer
                                 INSTRON CORPORATION
                                  100 Royall Street
                                  Canton, MA 02021
                       (Name and address of agent for service)
  
                                   (617) 828-2500
            (Telephone number, including area code, of agent for service)
  
                            ----------------------------
  
                                      Copy to:
                               RAYMOND C. ZEMLIN, P.C.
                               GOODWIN, PROCTER & HOAR
                                   Exchange Place
                                   53 State Street
                             Boston, Massachusetts 02109
                                   (617) 570-1000
  
                            ----------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ===========================================================================================================================
                                                            Proposed Maximum                                    Amount of
   Title of Securities to be         Amount to be            Offering Price          Proposed Maximum        Registration Fee
           Registered               Registered (1)             Per Share          Aggregate Offering Price  
  - ---------------------------------------------------------------------------------------------------------------------------
  Common Stock,                 366,697                $10.09 (2)               $3,699,972.73           $1,275.86
        $1.00 par value                 85,153                $11.69 (3)               $  995,438.57           $  343.26
                                                                                                               
             TOTAL                     451,850                    --                   $4,695,411.30           $1,619.12
  ===========================================================================================================================
  (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)      This estimate is made pursuant to Rule 457(h) under the Securities Act
           of 1933, as amended (the Securities Act), solely for the purpose of
           determining the registration fee and is based upon the weighted average
           price at which outstanding options may be exercised.
  
  (3)      This estimate is made pursuant to Rule 457(c) and (h) under the
           Securities Act, solely for purposes of determining the registration fee
           and is equal to the average of the high and low sales prices of the
           Common Stock as reported on the American Stock Exchange on the close of
           business on August 8, 1995.
  ================================================================================
  2
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           Instron 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:
  
           (a)               The Company's Annual Report on Form 10-K for the
                             fiscal year ended December 31, 1994, filed with the
                             Securities and Exchange Commission 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 December 31, 1994;
                             and
  
           (c)               The description of the Company's common stock, $1.00
                             par value, contained in the Company's Registration
                             Statement on Form 8-A, as amended, filed with the
                             Securities and Exchange Commission pursuant to
                             Section 12 of the Exchange Act.
  
           In addition, all documents subsequently filed with the Securities and
  Exchange 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.
  
           Section 67 of Chapter 156B of the General Laws of the Commonwealth of
  Massachusetts allows indemnification of directors and officers to the extent
  authorized by (i) the articles of organization or (ii) a by-law adopted by the
  stockholders or (iii) a vote adopted by the holders of a majority of the shares
  of stock entitled to vote on the election of directors. The statute prohibits,
  however, indemnification of a director or officer who has been adjudicated in
  any proceeding not to have acted in good faith in the reasonable belief that his
  action was in the best interest of the Company or to the extent that such matter
  relates to service with respect to an employee benefit plan, in the best
  interests of the participants or beneficiaries of such employee benefit plan.
  Section 67 further provides that a corporation has the power to purchase and
  maintain insurance policies on behalf of any person who is or was an officer or
  director against liability incurred by him in such capacity or arising out of
  his status as such, whether or not the Company has the power to indemnify such
  officer or director against such liability.
  
           Article 6A of the Restated Articles of Organization of Instron provides
  that its directors and officers shall be indemnified by the Company against all
  expenses incurred in connection with service for or on behalf of the Company.
  However, no indemnification shall be provided in any proceeding in which it was
  adjudicated that the officer did not act in good faith in the reasonable belief
  that his action was in the best interests of the Company. In the event that a
  proceeding is compromised or settled so as to impose liability on an officer or
  the Company, the officer shall not be indemnified if the Company obtains an
  opinion of counsel that the officer did not act in good faith in the reasonable
  belief that his action was in the best interests of the Company. Such 
  
                                        II-1
  3
  
  rights to indemnification do not limit any other rights to indemnification
  acquired under any statute, agreement or otherwise.
  
           In addition, Article 6H of the Company's Restated Articles of
  Organization provides that no director shall be personally liable for monetary
  damages to the Company or its stockholders for breach of fiduciary duty as a
  director except (i) for any breach of loyalty, (ii) for acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Sections 61 or 62 of Chapter 156B of the General Laws of the
  Commonwealth of Massachusetts, or (iv) with respect to any transaction from
  which the director derived an improper personal benefit.
  
           Instron 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.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           (a)      The  following  is  a  complete  list  of  exhibits  filed  or
  incorporated by reference as part of this registration statement.
  Exhibit
  - -------
  4.1    Restated Articles of Organization, as amended.*
      4.2    By-laws, as amended.**
      4.3    Instron Corporation 1979 Non-Qualified Stock Option and Stock
             Appreciation Rights Plan, as amended.***
      5      Opinion of Goodwin, Procter & Hoar as to the legality of the
             securities being registered.
     23.1    Consent of Goodwin, Procter & Hoar (included in Exhibit 5 hereto).
     23.2    Consent of Coopers & Lybrand L.L.P.
     24      Power of Attorney (included on the signature page of this 
             Registration Statement).
  
  - -----------------------
  *               Incorporated by reference to Exhibit 3(a) of the Company's
                      Form 10-K for the year ended December 31, 1981, Exhibit 4 of
                      the Company's Form 10-Q for the quarter ended March 31,
                      1984, Exhibit 4 of the Company's Form 10-Q for the quarter
                      ended June 28, 1986, and Exhibit 4 of the Company's Form
                      10-Q for the quarter ended June 27, 1987.
  
     **               Incorporated by reference to the Company's Form 8-K filed
                      with the Securities and Exchange Commission on October 5,
                      1990.
  
    ***               Incorporated by reference to the Company's Proxy Statements
                      prepared in connection with the Company's Annual Meeting of
                      Stockholders, and filed with the Securities and Exchange
                      Commission, for the years 1979, 1980, 1988 and 1991.
  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
  
                                        II-2
  4
  
                                                    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) 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 with or furnished to the Commission 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 Securities and Exchange Commission
                             such indemnification is against public policy as
                             expressed in the Securities Act, and is, therefore,
                             unenforceable. In the event that a claim for
                             indemnification against such liabilities (other than
                             the payment by the registrant of expenses incurred or
                             paid by a director, officer or controlling person of
                             the registrant in the successful defense of any
                             action, suit or proceeding) is asserted by such
                             director, officer or controlling person in connection
                             with the securities being registered, the registrant
                             will, unless in the opinion of its counsel the matter
                             has been settled by controlling precedent, submit to
                             a court of appropriate jurisdiction the question
                             whether such indemnification by it is against public
                             policy as expressed in the Securities Act and will be
                             governed by the final adjudication of such issue.
  
                                        II-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 Town of Canton, Commonwealth of Massachusetts, on this
  10th day of August, 1995.
  
                                        INSTRON CORPORATION
  
                                        By:  /s/ James M. McConnell
                                             -------------------------------------
                                             James M. McConnell,
                                             President and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and on the date indicated.
  
           Each person whose signature appears below constitutes and appoints
  James M. McConnell and Linton A. Moulding, and each of them, as his true and
  lawful attorney-in-fact and agent, with full power of substitution, for him and
  in his name, place and stead, in any and all capacities to sign any or all
  amendments or post-effective amendments to this registration statement, and to
  file the same, with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorney-in-fact and agent
  or his substitute, may lawfully do or cause to be done by virtue hereof.
  Signature                                        Title                             Date
  - ---------                                        -----                             ----
  /s/ James M. McConnell                          President, Chief Executive        August 10, 1995
  - ----------------------------------               Officer and Director
  James M. McConnell                               (Principal Executive Officer)
  
   /s/ Linton A. Moulding                          Chief Financial Officer           August 10, 1995
  - ----------------------------------               (Principal Financial and
  Linton A. Moulding                               Accounting Officer)
  
   /s/ Harold Hindman                              Chairman of the Board             August 10, 1995
  - ----------------------------------               of Directors
  Harold Hindman      
  
   /s/ George S. Burr                              Vice Chairman of the Board        August 10, 1995
  - ----------------------------------               of Directors
  George S. Burr                                   
  
   /s/ Nicholas J. Grant                           Director                          August 10, 1995
  - ----------------------------------
  Dr. Nicholas J. Grant
  
   /s/ Richard W. Young                            Director                          August 10, 1995
  - ----------------------------------
  Dr. Richard W. Young
  
   /s/ John W. Lacey                               Director                          August 10, 1995
  - ----------------------------------
  John W. Lacey
  6
  /s/ Dennis J. Moore                             Director                          August 10, 1995
  - ----------------------------------
  Dennis J. Moore
  
   /s/ Sheldon Rutstein                            Director                          August 10, 1995
  - ----------------------------------
  Sheldon Rutstein
  
   /s/ John F. Smith                               Director                          August 10, 1995
  - ----------------------------------
  John F. Smith
  7
  
                                   EXHIBIT INDEX
  Exhibit No.                Description                                                  Page
  - -----------                -----------                                                  ----
  4.1                  Restated Articles of Organization, as amended.*
  
        4.2                  By-laws, as amended.**
  
        4.3                  Instron  Corporation 1979 Non-Qualified Stock Option
                             and Stock Appreciation Rights Plan, as amended.***
  
        5                    Opinion of Goodwin, Procter & Hoar as to the
                             legality of the securities being registered.
  
       23.1                  Consent of Goodwin, Procter & Hoar (included in
                             Exhibit 5 hereto).
  
       23.2                  Consent of Coopers & Lybrand L.L.P.
  
       24                    Power of Attorney (included on the signature page of 
                             this Registration Statement).
  
  - -----------------------
  *                    Incorporated by reference to Exhibit 3(a) of the
                             Company's Form 10-K for the year ended December 31,
                             1981, Exhibit 4 of the Company's Form 10-Q for the
                             quarter ended March 31, 1984, Exhibit 4 of the
                             Company's Form 10-Q for the quarter ended June 28,
                             1986, and Exhibit 4 of the Company's Form 10-Q for
                             the quarter ended June 27, 1987.
  
       **                    Incorporated by reference to the Company's Form 8-K
                             filed with the Securities and Exchange Commission on
                             October 5, 1990.
  
      ***                    Incorporated by reference to the Company's Proxy
                             Statements prepared in connection with the Company's
                             Annual Meeting of Stockholders, and filed with the
                             Securities and Exchange Commission, for the years
                             1979, 1980, 1988 and 1991.