content: <PAGE>   1
  
        As filed with the Securities and Exchange Commission on May 3, 1995
  
                                                         REGISTRATION NO. 33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
                             --------------------------
  
                              BTU INTERNATIONAL, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                  <C>                                   <C>
           DELAWARE                                3567                           04-2781248
  (State or other jurisdiction         (Primary Standard Industrial           (I.R.S. Employer
  of incorporation or organization)      Classification Code Number)         Identification Number)
  </TABLE>
  
  
                                  23 ESQUIRE ROAD
                       NORTH BILLERICA, MASSACHUSETTS  01862
                                   (508) 667-4111
           (Address, of principal executive offices, including zip code)
  
                    BTU INTERNATIONAL 1993 EQUITY INCENTIVE PLAN
                             (Full title of the plans)
                             -------------------------
  
                               PAUL J. VAN DER WANSEM
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                              BTU INTERNATIONAL, INC.
                       NORTH BILLERICA, MASSACHUSETTS  01862
                                   (508) 667-4111
                (Name and address, including zip code, and telephone
                 number, including area code, of agent for service)
  
  
                              -----------------------
  
  <TABLE>
                                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
  <CAPTION>
                                              Amount          Proposed maximum    Proposed maximum            Amount of
  Title of each class of                       to be           offering price    aggregate offering          registration
  securities to be registered                registered         per share(1)          price(1)                   fee
  - -------------------------------------------------------------------------------------------------------------------------
  <S>            <C>                         <C>                   <C>             <C>                          <C>
  Common Stock -- $.01 Par Value . . .       541,183 shs.          $2.00           $2,204,370.4                 $827.04
  - -------------------------------------------------------------------------------------------------------------------------
  <FN>
  (1)  The offering price for shares subject to options on the date hereof is the actual exercise price of such options.  Of 
  the 541,183 shares of Common Stock to be registered hereunder, 102,900 shares are subject to options at an exercise price 
  of $2.00 on the date hereof.  The offering price for the remaining 438,283 shares has been estimated solely for the purpose 
  of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of BTU 
  International, Inc. Common Stock, par value $0.01, reported on the Nasdaq Stock Market on April 26 , 1995.
  ========================================================================================================================
  </TABLE>
  
                              EXHIBIT INDEX ON PAGE 7;
                                PAGE 1 OF 20 PAGES.
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Note:  The document(s) containing the BTU International, Inc. 1993 Equity
  Incentive Plan information required by Item 1 of this Form S-8 and the
  statement of availability of registrant information, and other information
  required by Item 2 of this Form will be sent or given to employees as specified
  by Rule 428.  In accordance with Rule 428 and the requirements of Part I of
  Form S-8, such documents are not being filed with the Securities and Exchange
  Commission ("Commission") either as part of this Registration Statement or as
  prospectuses or prospectus supplements pursuant to Rule 424.  The registrant
  shall maintain a file of such documents in accordance with the provisions of
  Rule 428.  Upon request, the registrant shall furnish to the Commission or its
  staff a copy or copy of all of the documents included in such file.
  
  
  
                                        -2-
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           ------------- -- --------- -- ---------
  
           The following documents previously filed by the Company with the
  Commission pursuant to the Exchange Act are hereby incorporated by reference:
  
           (1)     The Company's Annual Report on Form 10-K for the year ended 
                   December 31, 1994.
  
           (2)     The Company's Quarterly Report on Form 10-Q for the quarters
                   ended April 3, 1994, July 3, 1994 and October 2, 1994.
  
           All other reports and other documents filed by the Company pursuant to
  Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
  Prospectus and prior to the termination of this offering shall be incorporated
  by reference into this Prospectus and shall be deemed to be a part of this
  Prospectus from the date of filing of such reports and documents.  Any
  statement contained herein or in a document incorporated by reference shall be
  deemed to be modified or superseded for purposes of this Prospectus to the
  extent that a statement contained in this Prospectus 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 such statement so
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Prospectus.
  
           The Company shall provide, upon request, without charge to each person
  to whom a copy of this Prospectus has been delivered, a copy of any or all of
  the documents which have been or may be incorporated in this Prospectus by
  reference, other than certain exhibits to such documents.  Requests for such
  copies should be directed to: BTU International, Inc., 23 Esquire Road, North
  Billerica, Massachusetts 01862 (telephone: (508) 667-4111).
  
  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 Corporation Law expressly permits a
  corporation to indemnify any person who 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, administrative or investigative (other
  than an action by or in the right of the corporation) by reason of the fact
  that he is or was a director, officer, employee or agent of the corporation, or
  is or was serving at the request of the corporation as a 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 him in
  connection with such action, suit or proceeding if he acted in good faith and
  in a manner he 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 is conduct was unlawful.
  
  
                                     -3-
  <PAGE>   4
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been informed that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in such Act and is, therefore, unenforceable.
  
  Item 7.  Exemption From Registration Claimed.
           --------- ---- ------------ -------
  
           NOT APPLICABLE.
  
  Item 8.  Exhibits.
           --------
  
  Exhibit
  
  4.1      BTU International 1993 Equity Incentive Plan.
  
  5.1      Opinion of Ropes & Gray.
  
  23.1     Consent of Arthur Andersen LLP
  
  23.2     Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5
           to this registration statement).
  
  24       Powers of Attorney (included on page 5 of this registration statement
           under the caption "Power of Attorney").
  
  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, (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)
           shall not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to section 13 or section
           15(d) of the Securities Exchange Act of 1934 that are incorporated by
           reference in the registration statement.
  
                   (2)  that, for the purpose of determining any liability under
           the Securities Act of 1933, each such post-effective amendment shall
           be deemed to be a new registration statement relating to the
           securities offered herein, 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.
  
                                      -4-
  <PAGE>   5
  
           (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 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) The undersigned Registrant hereby undertakes to deliver or cause
  to be delivered with the prospectus, to each person to whom the prospectus is
  sent or given, the latest annual report to security holders that is
  incorporated by reference in the prospectus and furnished pursuant to and
  meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
  Exchange Act of 1934; and, where interim financial information required to be
  presented by Article 3 of Regulation S-X are not set forth in the prospectus,
  to deliver, or cause to be delivered to each person to whom the prospectus is 
  sent or given, the latest quarterly report that is specifically incorporated 
  by reference in the prospectus to provide such interim financial information.
  
           (d) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 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 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 Act and
  will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        -5-
  <PAGE>   6
  
                                     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 on Form S-8 to be signed on its behalf by the
  undersigned, thereunto duly authorized, in North Billerica, Massachusetts, on
  this 3rd day of May 1995.
  
                                                BTU INTERNATIONAL
  
  
                                                By /s/ Paul J. Van der Wansem
                                                   ----------------------------
                                                   Paul J. Van der Wansem
                                                   Chief Executive Officer
  
                                 POWER OF ATTORNEY
                                 -----------------
  
  <TABLE>
           Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.  Each person whose signature appears
  below hereby authorizes and constitutes Paul J. Van der Wansem and Thomas P.
  Kealy, and each of them singly, his true and lawful attorneys with full power
  to them, and each of them singly, to sign for him and in his name in the
  capacities indicated below any and all amendments (including post-effective
  amendments) to this Registration Statement and to file the same, with exhibits
  thereto, and other documents in connection therewith, and he hereby ratifies
  and confirms his signature as it may be signed by said attorneys, or any of
  them, to any and all such amendments.
  
  <CAPTION>
  Signature                               Capacity in Which Signed                   Date
  - ---------                               ------------------------                   ----
  <S>                                  <C>                                       <C>
  /s/ Paul J. Van der Wansem           Chairman of the Board, Chief              May 3, 1995
  - ----------------------------         Executive Officer, President and                                                       
  Paul J. Van der Wansem               Director (principal executive
                                       officer)
                                       
  
  /s/ Thomas P. Kealy                  Vice President, Corporate                 May 3, 1995
  - ------------------------------       Controller and Chief Accounting                                                      
  Thomas P. Kealy                      Officer
                                       
  
  /s/ Alexander V. D'Aberloff          Director                                  May 3, 1995
  - ---------------------------                                                                
  Alexander V. D'Aberloff
  
  /s/ David A.B. Brown                 Director                                  May 3, 1995
  - ---------------------------                                                                
  David A.B. Brown
  
  
  /s/ J. Chuan Chu                     Director                                  May 3, 1995
  - ------------------------------                                                             
  J. Chuan Chu
  
  </TABLE>
  
                                                -6-
  <PAGE>   7
  
  <TABLE>
                                                       EXHIBIT INDEX
  
  
            Number                                    Title of Exhibit                                     Page
            ------                                    ----------------                                     ----
               <S>                  <C>                                                                    <C>
               4.1                  1993 Equity Incentive Plan.                                             8
  
               5.1                  Opinion of Ropes & Gray.                                               19
  
               23.1                 Consent of Arthur Anderson LLP.                                        20
  
               23.2                 Consent of Ropes & Gray (contained in the                              --
                                    opinion filed as Exhibit 5.1 to this registration 
                                    statement).
  
               24                   Powers of Attorney (included on page 6 of                              --
                                    this registration statement under the caption
                                    "Power of Attorney").
  
  </TABLE>
  
                                                -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "BTU INTERNATIONAL, INC.", "secsgml_size_bytes": 18328}]
metadata_filer: {"company-data": {"conformed-name": "BTU INTERNATIONAL INC", "cik": "0000840883", "assigned-sic": "3559", "irs-number": "042781248", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59081", "film-number": "95534465"}, "business-address": {"street1": "23 ESQUIRE ROAD", "city": "NORTH BILLERICA", "state": "MA", "zip": "01862", "phone": "5086674111"}, "mail-address": {"street1": "23 ESQUIRE ROAD", "city": "NORTH BILLERICA", "state": "MA", "zip": "01862"}, "former-company": {"former-conformed-name": "BTU CORP", "date-changed": "19881109"}}
text: 1
  
        As filed with the Securities and Exchange Commission on May 3, 1995
  
                                                         REGISTRATION NO. 33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
                             --------------------------
  
                              BTU INTERNATIONAL, INC.
               (Exact name of registrant as specified in its charter)
  DELAWARE                                3567                           04-2781248
  (State or other jurisdiction         (Primary Standard Industrial           (I.R.S. Employer
  of incorporation or organization)      Classification Code Number)         Identification Number)
  23 ESQUIRE ROAD
                       NORTH BILLERICA, MASSACHUSETTS  01862
                                   (508) 667-4111
           (Address, of principal executive offices, including zip code)
  
                    BTU INTERNATIONAL 1993 EQUITY INCENTIVE PLAN
                             (Full title of the plans)
                             -------------------------
  
                               PAUL J. VAN DER WANSEM
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                              BTU INTERNATIONAL, INC.
                       NORTH BILLERICA, MASSACHUSETTS  01862
                                   (508) 667-4111
                (Name and address, including zip code, and telephone
                 number, including area code, of agent for service)
  
                              -----------------------
  
                                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
  Amount          Proposed maximum    Proposed maximum            Amount of
  Title of each class of                       to be           offering price    aggregate offering          registration
  securities to be registered                registered         per share(1)          price(1)                   fee
  - -------------------------------------------------------------------------------------------------------------------------
  Common Stock -- $.01 Par Value . . .       541,183 shs.          $2.00           $2,204,370.4                 $827.04
  - -------------------------------------------------------------------------------------------------------------------------
  (1)  The offering price for shares subject to options on the date hereof is the actual exercise price of such options.  Of 
  the 541,183 shares of Common Stock to be registered hereunder, 102,900 shares are subject to options at an exercise price 
  of $2.00 on the date hereof.  The offering price for the remaining 438,283 shares has been estimated solely for the purpose 
  of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of BTU 
  International, Inc. Common Stock, par value $0.01, reported on the Nasdaq Stock Market on April 26 , 1995.
  ========================================================================================================================
  EXHIBIT INDEX ON PAGE 7;
                                PAGE 1 OF 20 PAGES.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Note:  The document(s) containing the BTU International, Inc. 1993 Equity
  Incentive Plan information required by Item 1 of this Form S-8 and the
  statement of availability of registrant information, and other information
  required by Item 2 of this Form will be sent or given to employees as specified
  by Rule 428.  In accordance with Rule 428 and the requirements of Part I of
  Form S-8, such documents are not being filed with the Securities and Exchange
  Commission ("Commission") either as part of this Registration Statement or as
  prospectuses or prospectus supplements pursuant to Rule 424.  The registrant
  shall maintain a file of such documents in accordance with the provisions of
  Rule 428.  Upon request, the registrant shall furnish to the Commission or its
  staff a copy or copy of all of the documents included in such file.
  
                                        -2-
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           ------------- -- --------- -- ---------
  
           The following documents previously filed by the Company with the
  Commission pursuant to the Exchange Act are hereby incorporated by reference:
  
           (1)     The Company's Annual Report on Form 10-K for the year ended 
                   December 31, 1994.
  
           (2)     The Company's Quarterly Report on Form 10-Q for the quarters
                   ended April 3, 1994, July 3, 1994 and October 2, 1994.
  
           All other reports and other documents filed by the Company pursuant to
  Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
  Prospectus and prior to the termination of this offering shall be incorporated
  by reference into this Prospectus and shall be deemed to be a part of this
  Prospectus from the date of filing of such reports and documents.  Any
  statement contained herein or in a document incorporated by reference shall be
  deemed to be modified or superseded for purposes of this Prospectus to the
  extent that a statement contained in this Prospectus 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 such statement so
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Prospectus.
  
           The Company shall provide, upon request, without charge to each person
  to whom a copy of this Prospectus has been delivered, a copy of any or all of
  the documents which have been or may be incorporated in this Prospectus by
  reference, other than certain exhibits to such documents.  Requests for such
  copies should be directed to: BTU International, Inc., 23 Esquire Road, North
  Billerica, Massachusetts 01862 (telephone: (508) 667-4111).
  
  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 Corporation Law expressly permits a
  corporation to indemnify any person who 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, administrative or investigative (other
  than an action by or in the right of the corporation) by reason of the fact
  that he is or was a director, officer, employee or agent of the corporation, or
  is or was serving at the request of the corporation as a 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 him in
  connection with such action, suit or proceeding if he acted in good faith and
  in a manner he 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 is conduct was unlawful.
  
                                     -3-
  4
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been informed that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in such Act and is, therefore, unenforceable.
  
  Item 7.  Exemption From Registration Claimed.
           --------- ---- ------------ -------
  
           NOT APPLICABLE.
  
  Item 8.  Exhibits.
           --------
  
  Exhibit
  
  4.1      BTU International 1993 Equity Incentive Plan.
  
  5.1      Opinion of Ropes & Gray.
  
  23.1     Consent of Arthur Andersen LLP
  
  23.2     Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5
           to this registration statement).
  
  24       Powers of Attorney (included on page 5 of this registration statement
           under the caption "Power of Attorney").
  
  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, (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)
           shall not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to section 13 or section
           15(d) of the Securities Exchange Act of 1934 that are incorporated by
           reference in the registration statement.
  
                   (2)  that, for the purpose of determining any liability under
           the Securities Act of 1933, each such post-effective amendment shall
           be deemed to be a new registration statement relating to the
           securities offered herein, 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.
  
                                      -4-
  5
  
           (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 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) The undersigned Registrant hereby undertakes to deliver or cause
  to be delivered with the prospectus, to each person to whom the prospectus is
  sent or given, the latest annual report to security holders that is
  incorporated by reference in the prospectus and furnished pursuant to and
  meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
  Exchange Act of 1934; and, where interim financial information required to be
  presented by Article 3 of Regulation S-X are not set forth in the prospectus,
  to deliver, or cause to be delivered to each person to whom the prospectus is 
  sent or given, the latest quarterly report that is specifically incorporated 
  by reference in the prospectus to provide such interim financial information.
  
           (d) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 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 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 Act and
  will be governed by the final adjudication of such issue.
  
                                        -5-
  6
  
                                     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 on Form S-8 to be signed on its behalf by the
  undersigned, thereunto duly authorized, in North Billerica, Massachusetts, on
  this 3rd day of May 1995.
  
                                                BTU INTERNATIONAL
  
                                                By /s/ Paul J. Van der Wansem
                                                   ----------------------------
                                                   Paul J. Van der Wansem
                                                   Chief Executive Officer
  
                                 POWER OF ATTORNEY
                                 -----------------
  
           Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.  Each person whose signature appears
  below hereby authorizes and constitutes Paul J. Van der Wansem and Thomas P.
  Kealy, and each of them singly, his true and lawful attorneys with full power
  to them, and each of them singly, to sign for him and in his name in the
  capacities indicated below any and all amendments (including post-effective
  amendments) to this Registration Statement and to file the same, with exhibits
  thereto, and other documents in connection therewith, and he hereby ratifies
  and confirms his signature as it may be signed by said attorneys, or any of
  them, to any and all such amendments.
  Signature                               Capacity in Which Signed                   Date
  - ---------                               ------------------------                   ----
  /s/ Paul J. Van der Wansem           Chairman of the Board, Chief              May 3, 1995
  - ----------------------------         Executive Officer, President and                                                       
  Paul J. Van der Wansem               Director (principal executive
                                       officer)
                                       
  
  /s/ Thomas P. Kealy                  Vice President, Corporate                 May 3, 1995
  - ------------------------------       Controller and Chief Accounting                                                      
  Thomas P. Kealy                      Officer
                                       
  
  /s/ Alexander V. D'Aberloff          Director                                  May 3, 1995
  - ---------------------------                                                                
  Alexander V. D'Aberloff
  
  /s/ David A.B. Brown                 Director                                  May 3, 1995
  - ---------------------------                                                                
  David A.B. Brown
  
  /s/ J. Chuan Chu                     Director                                  May 3, 1995
  - ------------------------------                                                             
  J. Chuan Chu
  -6-
  7
  
                                                       EXHIBIT INDEX
  
            Number                                    Title of Exhibit                                     Page
            ------                                    ----------------                                     ----
  4.1                  1993 Equity Incentive Plan.                                             8
  
               5.1                  Opinion of Ropes & Gray.                                               19
  
               23.1                 Consent of Arthur Anderson LLP.                                        20
  
               23.2                 Consent of Ropes & Gray (contained in the                              --
                                    opinion filed as Exhibit 5.1 to this registration 
                                    statement).
  
               24                   Powers of Attorney (included on page 6 of                              --
                                    this registration statement under the caption
                                    "Power of Attorney").
  -7-