<PAGE>   1

     As filed with the Securities and Exchange Commission on August 10, 1998

                                                REGISTRATION STATEMENT NO. 33-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                   ----------


                             C.P. CLARE CORPORATION
             (Exact name of Registrant as Specified in Its Charter)


     MASSACHUSETTS                                      04-2561471
(State of Incorporation)                      (I.R.S. Employer Identification #)


                              78 CHERRY HILL DRIVE
                             BEVERLY, MA 01915-1048
                                 (978) 524-6700
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)


             C.P. CLARE CORPORATION NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)

                                   ----------


                               ARTHUR R. BUCKLAND
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             C.P. CLARE CORPORATION
                              78 CHERRY HILL DRIVE
                             BEVERLY, MA 01915-1048
                                 (978) 524-6700

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   ----------

                                  With copy to:

                              STUART M. CABLE, ESQ.
                          GOODWIN, PROCTER & HOAR LLP
                                 EXCHANGE PLACE
                                 53 STATE STREET
                        BOSTON, MASSACHUSETTS 02109-2881
                                 (617) 570-1000


                                   ----------

<TABLE>
<CAPTION>

                                    CALCULATION OF REGISTRATION FEE

========================================================================================================
                                                  Proposed Maximum   Proposed Maximum
     Title of Securities          Amount to be     Offering Price       Aggregate          Amount of
      Being Registered            Registered(1)      Per Share        Offering Price    Registration Fee
--------------------------------------------------------------------------------------------------------
 <S>                             <C>                 <C>                <C>                 <C>
 Common Stock, $.01 par value    184,830 shares      $9.0625(2)         $1,675,022          $494.13
========================================================================================================
</TABLE>


(1)  Plus such additional number of shares as may be required pursuant to the
     C.P. Clare Corporation Non-Qualified Stock Option Plan in the event of a
     stock dividend, reverse stock split, split-up, recapitalization, forfeiture
     of stock under the Plan or other similar event.

(2)  This is the price at which outstanding options may be exercised and is used
     for the purposes of determining the registration fee.

================================================================================




<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         C.P. Clare Corporation (the "Company") hereby incorporates by reference
the following documents which have been previously filed with the Securities and
Exchange Commission:

         (a)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended March 31, 1998;

         (b)      the Company's Report on Form 8-K, dated July 6, 1998; and

         (c)      the description of the Company's Common Stock, $.01 par value
                  per share, contained in the Company's registration statement
                  on Form 8-A under the Securities Exchange Act of 1934, dated
                  May 15, 1995 which incorporates by reference the description
                  of the Company's Common Stock contained in the Company's
                  registration statement on Form S-1 under the Securities Act
                  dated May 5, 1995 (File No. 33-91972), and any amendments or
                  reports filed for the purpose of updating such description.

         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 of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment hereto that indicates
that all securities offered hereunder have been sold or that 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.


Item 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted under the Business Corporation Law of the Commonwealth of
Massachusetts, Article VI(B) of the Company's Amended and Restated Articles of
Organization limit the liability of a Director of the Company to (i) a breach of
the Director's duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) Sections 61 or 62 of Chapter 156B of the General Laws of
the Commonwealth of Massachusetts, or (iv) transactions from which the Director
derived an improper personal benefit.

         Furthermore, the Company's Amended and Restated By-Laws require the
Company to indemnify officers and Directors of the Company and permit the
Company, at the discretion of the Board of Directors, to indemnify non-officer
employees and agents of the Company, to the fullest extent authorized by
Massachusetts law, as it now exists or may in the future be amended, against
expenses and liabilities reasonably incurred in connection with service for or
on behalf of the Company. The Amended and Restated By-Laws also provide that the
right of Directors and officers to indemnification shall not be exclusive of any
other right to which such Directors or officers may be entitled under law,
agreement, vote of stockholders of Directors or otherwise.






<PAGE>   3



Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


Item 8.  EXHIBITS.

         The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement:

EXHIBIT

         **4.1    Amended and Restated Articles of Organization

          *4.2    Amended and Restated By-Laws

           4.3    C.P. Clare Corporation Non-Qualified Stock Option Plan.

           5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of 
                  the securities being registered. 

          23.1    Consent of Goodwin, Procter & Hoar LLP (included in 
                  Exhibit 5.1)

          23.2    Consent of Arthur Andersen LLP.

          24.1    Powers of Attorney (included on signature page to this
                  registration statement).


*    Incorporated by reference from the Registrant's Registration Statement on
Form S-1 under the Securities Act filed on May 5, 1995 (File No. 33-91972), as
amended.

**   Incorporated by reference from the Registrant's Registration Statement on
Form S-1 under the Securities Act filed on October 27, 1995 (File No. 33-98646),
as amended.

Item 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any acts or
                  events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement; and

                           (iii)    To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed by the undersigned registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement;





                                        2


<PAGE>   4


                  (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.




                                        3


<PAGE>   5


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, C.P. Clare
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Beverly, State of Massachusetts, on this 14th
day of July, 1998.


                                             C.P. CLARE CORPORATION


                                             By: /s/ Arthur R. Buckland
                                                 ------------------------------
                                                 Arthur R. Buckland, President 
                                                 and Chief Executive Officer
                                                            


         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of C.P. Clare Corporation hereby severally constitute Arthur R.
Buckland, Michael J. Ferrantino and Thomas B. Sager and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable C.P. Clare Corporation to comply
with the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


       SIGNATURE                        TITLE                         DATE


/s/ Arthur R. Buckland         President and Chief Executive       July 14, 1998
-----------------------------  Officer (Principal Executive 
Arthur R. Buckland             Officer) and Director


/s/ Michael J. Ferrantino      Vice President and Chief            July 14, 1998
-----------------------------  Operating Officer 
Michael J. Ferrantino


/s/ Thomas B. Sager            Vice President and Chief            July 14, 1998
-----------------------------  Financial Officer (Principal 
Thomas B. Sager                Financial Officer and Principal 
                               Accounting Officer)


/s/ Winston R. Hindle, Jr.     Director                            July 14, 1998
-----------------------------
Winston R. Hindle, Jr.


/s/ Clemente E. Tiampo         Director                            July 14, 1998
-----------------------------
Clemente C. Tiampo




                                        4


<PAGE>   6


                                  EXHIBIT INDEX


Exhibit No.                   Description                                 Page+
-----------                   -----------                                 -----

    **4.1         Amended and Restated Articles of Organization.            -

     *4.2         Amended and Restated By-Laws.                             -

      4.3         C.P. Clare Corporation Non-Qualified Stock                 7
                  Option Plan.

      5.1         Opinion of Goodwin, Procter & Hoar as to the              12
                  legality of the securities being registered.

     23.1         Consent of Goodwin, Procter & Hoar (included              12
                  in Exhibit 5.1 hereto).

     23.2         Consent of Arthur Andersen LLP.                           14

     24.1         Powers of Attorney (included on signature page             5
                  to this registration statement).
















----------

*    Incorporated by reference from the Registrant's Registration Statement on
     Form S-1 under the Securities Act of 1933 (File No. 33-91972), as amended.

**   Incorporated by reference from the Registrant's Registration Statement on
     Form S-1 under the Securities Act filed on October 27, 1995 (File No.
     33-98646), as amended.

+    Refers to sequentially numbered copy.




                                        5
[{"type": "S-8", "sequence": "1", "description": "C.P. CLARE CORPORATION", "secsgml_size_bytes": 16875}]
{"company-data": {"conformed-name": "C P CLARE CORP", "cik": "0000945123", "assigned-sic": "3679", "irs-number": "042561471", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61077", "film-number": "98680733"}, "business-address": {"street1": "78 CHERRY HILL DRIVE", "city": "BEVERLY", "state": "MA", "zip": "01915", "phone": "9785246700"}, "mail-address": {"street1": "78 CHERRY HILL DRIVE", "city": "BEVERLY", "state": "MA", "zip": "01915"}}
1

     As filed with the Securities and Exchange Commission on August 10, 1998

                                                REGISTRATION STATEMENT NO. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                             C.P. CLARE CORPORATION
             (Exact name of Registrant as Specified in Its Charter)

     MASSACHUSETTS                                      04-2561471
(State of Incorporation)                      (I.R.S. Employer Identification #)

                              78 CHERRY HILL DRIVE
                             BEVERLY, MA 01915-1048
                                 (978) 524-6700
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

             C.P. CLARE CORPORATION NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plan)

                                   ----------

                               ARTHUR R. BUCKLAND
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             C.P. CLARE CORPORATION
                              78 CHERRY HILL DRIVE
                             BEVERLY, MA 01915-1048
                                 (978) 524-6700

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   ----------

                                  With copy to:

                              STUART M. CABLE, ESQ.
                          GOODWIN, PROCTER & HOAR LLP
                                 EXCHANGE PLACE
                                 53 STATE STREET
                        BOSTON, MASSACHUSETTS 02109-2881
                                 (617) 570-1000

                                   ----------
CALCULATION OF REGISTRATION FEE

========================================================================================================
                                                  Proposed Maximum   Proposed Maximum
     Title of Securities          Amount to be     Offering Price       Aggregate          Amount of
      Being Registered            Registered(1)      Per Share        Offering Price    Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value    184,830 shares      $9.0625(2)         $1,675,022          $494.13
========================================================================================================
(1)  Plus such additional number of shares as may be required pursuant to the
     C.P. Clare Corporation Non-Qualified Stock Option Plan in the event of a
     stock dividend, reverse stock split, split-up, recapitalization, forfeiture
     of stock under the Plan or other similar event.

(2)  This is the price at which outstanding options may be exercised and is used
     for the purposes of determining the registration fee.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         C.P. Clare Corporation (the "Company") hereby incorporates by reference
the following documents which have been previously filed with the Securities and
Exchange Commission:

         (a)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended March 31, 1998;

         (b)      the Company's Report on Form 8-K, dated July 6, 1998; and

         (c)      the description of the Company's Common Stock, $.01 par value
                  per share, contained in the Company's registration statement
                  on Form 8-A under the Securities Exchange Act of 1934, dated
                  May 15, 1995 which incorporates by reference the description
                  of the Company's Common Stock contained in the Company's
                  registration statement on Form S-1 under the Securities Act
                  dated May 5, 1995 (File No. 33-91972), and any amendments or
                  reports filed for the purpose of updating such description.

         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 of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment hereto that indicates
that all securities offered hereunder have been sold or that 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.

Item 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted under the Business Corporation Law of the Commonwealth of
Massachusetts, Article VI(B) of the Company's Amended and Restated Articles of
Organization limit the liability of a Director of the Company to (i) a breach of
the Director's duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) Sections 61 or 62 of Chapter 156B of the General Laws of
the Commonwealth of Massachusetts, or (iv) transactions from which the Director
derived an improper personal benefit.

         Furthermore, the Company's Amended and Restated By-Laws require the
Company to indemnify officers and Directors of the Company and permit the
Company, at the discretion of the Board of Directors, to indemnify non-officer
employees and agents of the Company, to the fullest extent authorized by
Massachusetts law, as it now exists or may in the future be amended, against
expenses and liabilities reasonably incurred in connection with service for or
on behalf of the Company. The Amended and Restated By-Laws also provide that the
right of Directors and officers to indemnification shall not be exclusive of any
other right to which such Directors or officers may be entitled under law,
agreement, vote of stockholders of Directors or otherwise.
3

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.  EXHIBITS.

         The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement:

EXHIBIT

         **4.1    Amended and Restated Articles of Organization

          *4.2    Amended and Restated By-Laws

           4.3    C.P. Clare Corporation Non-Qualified Stock Option Plan.

           5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of 
                  the securities being registered. 

          23.1    Consent of Goodwin, Procter & Hoar LLP (included in 
                  Exhibit 5.1)

          23.2    Consent of Arthur Andersen LLP.

          24.1    Powers of Attorney (included on signature page to this
                  registration statement).

*    Incorporated by reference from the Registrant's Registration Statement on
Form S-1 under the Securities Act filed on May 5, 1995 (File No. 33-91972), as
amended.

**   Incorporated by reference from the Registrant's Registration Statement on
Form S-1 under the Securities Act filed on October 27, 1995 (File No. 33-98646),
as amended.

Item 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any acts or
                  events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement; and

                           (iii)    To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed by the undersigned registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement;

                                        2
4

                  (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.

                                        3
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, C.P. Clare
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Beverly, State of Massachusetts, on this 14th
day of July, 1998.

                                             C.P. CLARE CORPORATION

                                             By: /s/ Arthur R. Buckland
                                                 ------------------------------
                                                 Arthur R. Buckland, President 
                                                 and Chief Executive Officer
                                                            

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of C.P. Clare Corporation hereby severally constitute Arthur R.
Buckland, Michael J. Ferrantino and Thomas B. Sager and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable C.P. Clare Corporation to comply
with the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

       SIGNATURE                        TITLE                         DATE

/s/ Arthur R. Buckland         President and Chief Executive       July 14, 1998
-----------------------------  Officer (Principal Executive 
Arthur R. Buckland             Officer) and Director

/s/ Michael J. Ferrantino      Vice President and Chief            July 14, 1998
-----------------------------  Operating Officer 
Michael J. Ferrantino

/s/ Thomas B. Sager            Vice President and Chief            July 14, 1998
-----------------------------  Financial Officer (Principal 
Thomas B. Sager                Financial Officer and Principal 
                               Accounting Officer)

/s/ Winston R. Hindle, Jr.     Director                            July 14, 1998
-----------------------------
Winston R. Hindle, Jr.

/s/ Clemente E. Tiampo         Director                            July 14, 1998
-----------------------------
Clemente C. Tiampo

                                        4
6

                                  EXHIBIT INDEX

Exhibit No.                   Description                                 Page+
-----------                   -----------                                 -----

    **4.1         Amended and Restated Articles of Organization.            -

     *4.2         Amended and Restated By-Laws.                             -

      4.3         C.P. Clare Corporation Non-Qualified Stock                 7
                  Option Plan.

      5.1         Opinion of Goodwin, Procter & Hoar as to the              12
                  legality of the securities being registered.

     23.1         Consent of Goodwin, Procter & Hoar (included              12
                  in Exhibit 5.1 hereto).

     23.2         Consent of Arthur Andersen LLP.                           14

     24.1         Powers of Attorney (included on signature page             5
                  to this registration statement).

----------

*    Incorporated by reference from the Registrant's Registration Statement on
     Form S-1 under the Securities Act of 1933 (File No. 33-91972), as amended.

**   Incorporated by reference from the Registrant's Registration Statement on
     Form S-1 under the Securities Act filed on October 27, 1995 (File No.
     33-98646), as amended.

+    Refers to sequentially numbered copy.

                                        5