<PAGE>   1

    As filed with the Securities and Exchange Commission on November 6, 1997
                                                            Registration No.333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                       AMERICAN SUPERCONDUCTOR CORPORATION
--------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)


         DELAWARE                                               04-2959321
-------------------------------                             --------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


TWO TECHNOLOGY DRIVE, WESTBOROUGH, MASSACHUSETTS                   01581
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)


                         1997 DIRECTOR STOCK OPTION PLAN
           -----------------------------------------------------------
                            (Full title of the Plan)


                            Patrick J. Rondeau, Esq.
                                Hale and Dorr LLP
                                 60 State Street
                           BOSTON, MASSACHUSETTS 02109
           -----------------------------------------------------------
                     (Name and Address of agent for service)


                                 (617) 526-6000
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                  Proposed        Proposed                     
Title of                          maximum         maximum
securities        Amount          offering        aggregate       Amount of    
to be             to be           price           offering        registration
Registered        registered      per share       price           fee
----------        ----------      ---------       ---------       ------------
                                                
<S>               <C>             <C>             <C>             <C>       
Common Stock,     240,000         $11.0625(1)     $2,655,000(1)   $804.55(1)
$.01 par value    shares                        
</TABLE>

--------------------                         
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, based on the average of the high and low price of the Registrant's
Common Stock on the Nasdaq National Market on November 3, 1997.


<PAGE>   2



PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the 1997 Director Stock Option Plan of American
Superconductor Corporation, a Delaware corporation (the "Registrant"), pursuant
to Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act").


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

          The Registrant is subject to the informational and reporting 
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission. The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this registration statement by
reference:

          (1) The Registrant's latest annual report, as amended, filed pursuant
     to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act that contains,
     either directly or by incorporation by reference, audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

          (3) The description of the class of securities contained in a
     registration statement filed under the Exchange Act, including any
     amendment or report filed for the purpose of updating such description.

          All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of common stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.


     Item 4. DESCRIPTION OF SECURITIES

          Not applicable.




                                        2

<PAGE>   3




     Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          The legality of the Common Stock offered hereby will be passed upon 
for the Company by the law firm of Hale and Dorr LLP, Boston, Massachusetts.

     Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the General Corporation Law of Delaware provides that 
a corporation has the power to indemnify a director, officer, employee or agent
of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have 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, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

          Article V of the Registrant's By-laws provides that a director or 
officer of the Registrant (a) shall be indemnified by the Registrant against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any litigation or
other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant 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
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against expenses (including attorneys' fees)
incurred in connection with the defense or settlement of any action or suit by
or in the right of the Registrant by virtue of his position as a director or
officer of the Registrant 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
Registrant, except that no indemnification shall be made with respect to any
such matter as to which such director or officer shall have been adjudged to be
liable to the Registrant, unless and only to the extent that a court determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper. Notwithstanding the
foregoing, to the extent that a director or officer has been successful, on the
merits or otherwise, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. Expenses incurred in defending




                                        3

<PAGE>   4



a civil or criminal action, suit or proceeding may be paid by the Registrant
upon receipt of an undertaking by the director or officer to repay such amount
if the Registrant ultimately determines that he is not entitled to
indemnification.

          Indemnification shall be made by the Registrant upon a determination 
that the applicable standard of conduct required for indemnification has been
met and that indemnification of a director or officer is proper. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to the action, or (b) if
such a quorum is not obtainable, or if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders of the Registrant.

          Article V of the By-laws of the Registrant further provides that the
indemnification provided therein is not exclusive, and provides that to the
extent the Delaware General Corporation Law is amended or supplemented, Article
V shall be amended automatically and construed so as to permit indemnification
and advancement of expenses to the fullest extent permitted by such law.

          Article EIGHTH of the Registrant's Certificate of Incorporation 
provides that no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director; provided, that a director shall remain liable (i) for any breach
of such director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for participation in a Board of Directors'
action authorizing an unlawful dividend or unlawful stock purchase or redemption
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which such director derived an improper personal benefit.


     Item 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.


     Item 8. EXHIBITS

          The Exhibit Index immediately preceding the exhibits attached hereto 
is incorporated herein by reference.


     Item 9. UNDERTAKINGS

          1. The Registrant hereby undertakes:

          

                                        4

<PAGE>   5



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

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

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

               (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 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by reference in the Registration
Statement.

          (b) 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.

          (c) 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.

          2. 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 Section 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 in the initial
bona fide offering thereof.

          3. Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted for directors, officers and controlling persons
of the Registrant



                                        5

<PAGE>   6



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.





                                        6

<PAGE>   7



                                   SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, as 
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westborough, Commonwealth of
Massachusetts, on the 31st day of October, 1997.

                                   AMERICAN SUPERCONDUCTOR CORPORATION


                                        By: /s/ Gregory J. Yurek
                                           ------------------------------
                                           Gregory J. Yurek,
                                           Chairman, President and Chief
                                                Executive Officer


                                POWER OF ATTORNEY


          We, the undersigned Directors and Officers of American Superconductor
Corporation, hereby constitute Gregory J. Yurek, Roland Lefebvre and Patrick J.
Rondeau, 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 on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our name and behalf in our capacities as
Directors and Officers to enable American Superconductor Corporation to comply
with all requirements of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.





                                        7

<PAGE>   8



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

<TABLE>
<CAPTION>

     Signature                                Title                      Date
     ---------                                -----                      ----

<S>                                         <C>                               <C>
/s/ Gregory J. Yurek                        Chairman,                    )    October 31, 1997
------------------------------              President and                )
Gregory J. Yurek                            Chief Executive              )
                                            Officer                      )
                                            (Principal                   )
                                            Executive Officer)           )
                                                                         )
                                                                         )
/s/ Tom Rosa                                                             )    October 31, 1997
------------------------------              (Principal                   )
Thomas Rosa                                 Financial and                )
                                            Accounting Officer)          )
                                                                         )
                                                                         )
/s/ Albert J. Baciocco, Jr.                 Director                     )    October 31, 1997
------------------------------                                           )
Albert J. Baciocco, Jr.                                                  )
                                                                         )
                                                                         )
/s/ Frank Borman                            Director                     )    October 31, 1997
------------------------------                                           )
Frank Borman                                                             )
                                                                         )
                                                                         )
/s/ Peter O. Crisp                          Director                     )    October 31, 1997
------------------------------                                           )
Peter O. Crisp                                                           )
                                                                         )
                                            Director                     )
------------------------------                                           )
Richard Drouin                                                           )
                                                                         )
                                                                         )
/s/ Gerard Menjon                           Director                     )    October 31, 1997
------------------------------                                           )
Gerard Menjon                                                            )
                                                                         )
                                                                         )
/s/ Andrew G.C. Sage, II                    Director                     )    October 31, 1997
------------------------------                                           )
Andrew G.C. Sage, II                                                     )
                                                                         )
                                                                         )
/s/ John B. Vander Sande                    Director                     )    October 31, 1997
------------------------------                                           )
John B. Vander Sande                                                     )
                                                                         )
</TABLE>




                                        8

<PAGE>   9



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number                              Description                                                  Page
-------                             -----------                                                  ----
  <S>                      <C>                                                                    <C>
  4.1*                     Certificate of Incorporation of
                                    the Registrant                                                --

  4.2**                    By-Laws of the Registrant, as                                          --
                                    amended to date

  5.1                      Opinion of Hale and Dorr LLP

  24.1                     Consent of Hale and Dorr LLP (included in Exhibit 5.1)

  24.2                     Consent of Coopers & Lybrand L.L.P.

  24.3                     Consent of Ernst & Young LLP

  24.4                     Consent of Smith & Gesteland, LLP

  25.1                     Power of Attorney (included on the signature page of this
                           Registration Statement)
</TABLE>

-------------------

*    Incorporated by reference to Exhibits to the Registrant's Annual Report on
     Form 10-K filed with the Commission on June 29, 1992.

**   Incorporated by reference to Exhibits to the Registrant's Registration
     Statement on Form S-1 (File No. 33-43647).
[{"type": "S-8", "sequence": "1", "description": "AMERICAN SUPERCONDUCTOR CORP. S-8", "secsgml_size_bytes": 22348}]
{"company-data": {"conformed-name": "AMERICAN SUPERCONDUCTOR CORP /DE/", "cik": "0000880807", "assigned-sic": "8731", "irs-number": "042959321", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39653", "film-number": "97709116"}, "business-address": {"street1": "TWO TECHNOLOGY DR", "city": "WESTBOROUGH", "state": "MA", "zip": "01581", "phone": "5088364200"}, "mail-address": {"street1": "TWO TECHNOLOGY DR", "city": "WESTBOROUGH", "state": "MA", "zip": "01581"}}
1

    As filed with the Securities and Exchange Commission on November 6, 1997
                                                            Registration No.333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                       AMERICAN SUPERCONDUCTOR CORPORATION
--------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

         DELAWARE                                               04-2959321
-------------------------------                             --------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

TWO TECHNOLOGY DRIVE, WESTBOROUGH, MASSACHUSETTS                   01581
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

                         1997 DIRECTOR STOCK OPTION PLAN
           -----------------------------------------------------------
                            (Full title of the Plan)

                            Patrick J. Rondeau, Esq.
                                Hale and Dorr LLP
                                 60 State Street
                           BOSTON, MASSACHUSETTS 02109
           -----------------------------------------------------------
                     (Name and Address of agent for service)

                                 (617) 526-6000
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed                     
Title of                          maximum         maximum
securities        Amount          offering        aggregate       Amount of    
to be             to be           price           offering        registration
Registered        registered      per share       price           fee
----------        ----------      ---------       ---------       ------------
Common Stock,     240,000         $11.0625(1)     $2,655,000(1)   $804.55(1)
$.01 par value    shares
--------------------                         
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, based on the average of the high and low price of the Registrant's
Common Stock on the Nasdaq National Market on November 3, 1997.
2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the 1997 Director Stock Option Plan of American
Superconductor Corporation, a Delaware corporation (the "Registrant"), pursuant
to Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

          The Registrant is subject to the informational and reporting 
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission. The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this registration statement by
reference:

          (1) The Registrant's latest annual report, as amended, filed pursuant
     to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act that contains,
     either directly or by incorporation by reference, audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

          (3) The description of the class of securities contained in a
     registration statement filed under the Exchange Act, including any
     amendment or report filed for the purpose of updating such description.

          All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of common stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.

     Item 4. DESCRIPTION OF SECURITIES

          Not applicable.

                                        2
3

     Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          The legality of the Common Stock offered hereby will be passed upon 
for the Company by the law firm of Hale and Dorr LLP, Boston, Massachusetts.

     Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the General Corporation Law of Delaware provides that 
a corporation has the power to indemnify a director, officer, employee or agent
of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have 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, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

          Article V of the Registrant's By-laws provides that a director or 
officer of the Registrant (a) shall be indemnified by the Registrant against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any litigation or
other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant 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
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against expenses (including attorneys' fees)
incurred in connection with the defense or settlement of any action or suit by
or in the right of the Registrant by virtue of his position as a director or
officer of the Registrant 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
Registrant, except that no indemnification shall be made with respect to any
such matter as to which such director or officer shall have been adjudged to be
liable to the Registrant, unless and only to the extent that a court determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper. Notwithstanding the
foregoing, to the extent that a director or officer has been successful, on the
merits or otherwise, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. Expenses incurred in defending

                                        3
4

a civil or criminal action, suit or proceeding may be paid by the Registrant
upon receipt of an undertaking by the director or officer to repay such amount
if the Registrant ultimately determines that he is not entitled to
indemnification.

          Indemnification shall be made by the Registrant upon a determination 
that the applicable standard of conduct required for indemnification has been
met and that indemnification of a director or officer is proper. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to the action, or (b) if
such a quorum is not obtainable, or if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders of the Registrant.

          Article V of the By-laws of the Registrant further provides that the
indemnification provided therein is not exclusive, and provides that to the
extent the Delaware General Corporation Law is amended or supplemented, Article
V shall be amended automatically and construed so as to permit indemnification
and advancement of expenses to the fullest extent permitted by such law.

          Article EIGHTH of the Registrant's Certificate of Incorporation 
provides that no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director; provided, that a director shall remain liable (i) for any breach
of such director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for participation in a Board of Directors'
action authorizing an unlawful dividend or unlawful stock purchase or redemption
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which such director derived an improper personal benefit.

     Item 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

     Item 8. EXHIBITS

          The Exhibit Index immediately preceding the exhibits attached hereto 
is incorporated herein by reference.

     Item 9. UNDERTAKINGS

          1. The Registrant hereby undertakes:

          

                                        4
5

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

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

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

               (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 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by reference in the Registration
Statement.

          (b) 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.

          (c) 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.

          2. 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 Section 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 in the initial
bona fide offering thereof.

          3. Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted for directors, officers and controlling persons
of the Registrant

                                        5
6

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.

                                        6
7

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as 
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westborough, Commonwealth of
Massachusetts, on the 31st day of October, 1997.

                                   AMERICAN SUPERCONDUCTOR CORPORATION

                                        By: /s/ Gregory J. Yurek
                                           ------------------------------
                                           Gregory J. Yurek,
                                           Chairman, President and Chief
                                                Executive Officer

                                POWER OF ATTORNEY

          We, the undersigned Directors and Officers of American Superconductor
Corporation, hereby constitute Gregory J. Yurek, Roland Lefebvre and Patrick J.
Rondeau, 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 on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our name and behalf in our capacities as
Directors and Officers to enable American Superconductor Corporation to comply
with all requirements of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                                        7
8

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                Title                      Date
     ---------                                -----                      ----
/s/ Gregory J. Yurek                        Chairman,                    )    October 31, 1997
------------------------------              President and                )
Gregory J. Yurek                            Chief Executive              )
                                            Officer                      )
                                            (Principal                   )
                                            Executive Officer)           )
                                                                         )
                                                                         )
/s/ Tom Rosa                                                             )    October 31, 1997
------------------------------              (Principal                   )
Thomas Rosa                                 Financial and                )
                                            Accounting Officer)          )
                                                                         )
                                                                         )
/s/ Albert J. Baciocco, Jr.                 Director                     )    October 31, 1997
------------------------------                                           )
Albert J. Baciocco, Jr.                                                  )
                                                                         )
                                                                         )
/s/ Frank Borman                            Director                     )    October 31, 1997
------------------------------                                           )
Frank Borman                                                             )
                                                                         )
                                                                         )
/s/ Peter O. Crisp                          Director                     )    October 31, 1997
------------------------------                                           )
Peter O. Crisp                                                           )
                                                                         )
                                            Director                     )
------------------------------                                           )
Richard Drouin                                                           )
                                                                         )
                                                                         )
/s/ Gerard Menjon                           Director                     )    October 31, 1997
------------------------------                                           )
Gerard Menjon                                                            )
                                                                         )
                                                                         )
/s/ Andrew G.C. Sage, II                    Director                     )    October 31, 1997
------------------------------                                           )
Andrew G.C. Sage, II                                                     )
                                                                         )
                                                                         )
/s/ John B. Vander Sande                    Director                     )    October 31, 1997
------------------------------                                           )
John B. Vander Sande                                                     )
                                                                         )
8
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                                INDEX TO EXHIBITS
Exhibit
Number                              Description                                                  Page
-------                             -----------                                                  ----
4.1*                     Certificate of Incorporation of
                                    the Registrant                                                --

  4.2**                    By-Laws of the Registrant, as                                          --
                                    amended to date

  5.1                      Opinion of Hale and Dorr LLP

  24.1                     Consent of Hale and Dorr LLP (included in Exhibit 5.1)

  24.2                     Consent of Coopers & Lybrand L.L.P.

  24.3                     Consent of Ernst & Young LLP

  24.4                     Consent of Smith & Gesteland, LLP

  25.1                     Power of Attorney (included on the signature page of this
                           Registration Statement)
-------------------

*    Incorporated by reference to Exhibits to the Registrant's Annual Report on
     Form 10-K filed with the Commission on June 29, 1992.

**   Incorporated by reference to Exhibits to the Registrant's Registration
     Statement on Form S-1 (File No. 33-43647).