As filed with the Securities and Exchange Commission on November 5, 1997.
                          Registration No.  333-_____


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                              EMCORE CORPORATION
              (Exact name of issuer as specified in its charter)




          New Jersey                                       22-2746503
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     Identification No.)


                             394 Elizabeth Avenue
                          Somerset, New Jersey 08873
                                (908) 271-9090
                   (Address of principal executive offices)

                              EMCORE CORPORATION
                          DIRECTORS' STOCK AWARD PLAN
                             (Full title of plan)

                               Thomas G. Werthan
                              EMCORE Corporation
                             394 Elizabeth Avenue
                          Somerset, New Jersey 08873
                    (Name and address of agent for service)
        (Telephone number, including area code, of agent for service):
                                (908) 271-9090
<PAGE>

                                   Copy to:
                               Kevin Keogh, Esq.
                                 White & Case
                          1155 Avenue of the Americas
                              New York, NY 10036

<TABLE>


  <CAPTION>

                                                   CALCULATION OF REGISTRATION FEE

 <S>                          <C>                   <C>                            <C>                        <C>

                                                    Proposed Maximum               Proposed Maximum
 Title of Securities          Amount to             Offering Price                 Aggregate                  Amount of
 to be Registered             be Registered         Per Share                      Offering Price*            Registration Fee
 Common Stock,                N/A                   N/A                            $281,250.00                $85.00
 without par value
[*  Estimated pursuant to Rule 457 of the General Rules and Regulations under the Securities Act of 1933 solely for the purposes of
computing the registration fee, based on the average of the high and low sales prices of the securities being registered hereby on
the Nasdaq National Market on November 4, 1997.]
</TABLE>


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     EMCORE Corporation (the "Company") hereby incorporates by reference the
following documents:

     (a)  The Company's prospectus relating to an initial public offering of
Common Stock, filed pursuant to Rule 424(b) under the Securities Act on March
7, 1997, and containing audited financial statements for the Company's most
recent fiscal year.

     (b)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, as declared effective by the
Commission on March 5, 1997 (Reg. No. 333-18565).

     (c)  The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1997, filed with the Commission on May 15, 1997 (File No. 0-22175).

     (d)  The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1997, filed with the Commission on August 15, 1997 (File No. 0-
22175).

     In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered herein have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated herein by reference
and to be a part hereof from the respective date of filing of each such
document.  Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document that also is incorporated or deemed to
be incorporated herein by reference modifies or supersedes such statement. 
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Company's Certificate of Incorporation provides that the Company
shall indemnify its directors and officers to the full extent permitted by New
Jersey law, including in circumstances in which indemnification is otherwise
discretionary under New Jersey law.  Section 14A:2-7 of the New Jersey
Business Corporation Act provides that a New Jersey corporation's:

     "certificate of incorporation may provide that a director or officer
shall not be personally liable, or shall be liable only to the extent therein
provided, to the corporation or its shareholders for damages for breach of any
duty owed to the corporation or its shareholders, except that such provision
shall not relieve a director or officer from liability for any breach of duty
based upon an act or omission (a) in breach of such person's duty of loyalty
to the corporation or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of an
improper personal benefit. As used in this subsection, an act or omission in
breach of a person's duty of loyalty means an act or omission which that
person knows or believes to be contrary to the best interests of the
corporation or its shareholders in connection with a matter in which he has a
material conflict of interest."

     In addition, Section 14A:3-5 (1995) of the New Jersey Business
Corporation Act (1995) provides as follows:

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

(1) As used in this section,

   (a) "Corporate agent" means any person who is or was a director, officer,
employee or agent of the indemnifying corporation or of any constituent
corporation absorbed by the indemnifying corporation in a consolidation or
merger and any person who is or was a director, officer, trustee, employee or
agent of any other enterprise, serving as such at the request of the
indemnifying corporation, or of any such constituent corporation, or the legal
representative of any such director, officer, trustee, employee or agent; 

   (b) "Other enterprise" means any domestic or foreign corporation, other
than the indemnifying corporation, and any partnership, joint venture, sole
proprietorship, trust or other enterprise, whether or not for profit, served
by a corporate agent;
  
   (c) "Expenses" means reasonable costs, disbursements and counsel fees;

   (d) "Liabilities" means amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties;

   (e) "Proceeding" means any pending, threatened or completed civil,
criminal, administrative or arbitrative action, suit or proceeding, and any
appeal therein and any inquiry or investigation which could lead to such
action, suit or proceeding; and   

   (f) References to "other enterprises" include employee benefit plans;
references to "fines" include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
<PAGE>

of the indemnifying corporation" include any service as a corporate agent
which imposes duties on, or involves services by, the corporate agent with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner the person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the
best interests of the corporation" as referred to in this section.
  
   (2) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses and liabilities in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation, if:

   (a) such corporate agent 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
 
   (b) with respect to any criminal proceeding, such corporate agent had no
reasonable cause to believe his conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not of itself create a presumption that
such corporate agent did not meet the applicable standards of conduct set
forth in paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b).

   (3) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses in connection with any proceeding by or in the right of the cor-
poration to procure a judgment in its favor which involves the corporate agent
by reason of his being or having been such corporate agent, 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. However, in such proceeding no indem-
nification shall be provided in respect of any claim, issue or matter as to
which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the
court in which such proceeding was brought shall determine upon application
that despite the adjudication of liability, but in view of all circumstances
of the 
case, such corporate agent is fairly and reasonably entitled to indemnity for
such expenses as the Superior Court or such other court shall deem proper.

   (4) Any corporation organized for any purpose under any general or special
law of this State shall indemnify a corporate agent against expenses to the
extent that such corporate agent has been successful on the merits or other-
wise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or
in defense of any claim, issue or matter therein.

   (5) Any indemnification under subsection 14A:3-5(2) and, unless ordered by
a court, under subsection 14A:3-5(3) may be made by the corporation only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection
14A:3-5(3). Unless otherwise provided in the certificate of incorporation or
bylaws, such determination shall be made   

   (a) by the board of directors or a committee thereof, acting by a majority
vote of a quorum consisting of directors who were not parties to or otherwise
involved in the proceeding; or

   (b) if such a quorum is not obtainable, or, even if obtainable and such
quorum of the board of directors or committee by a majority vote of the
disinterested directors so directs, by independent legal counsel, in a written
opinion, such counsel to be designated by the board of directors; or 
<PAGE>

   (c) by the shareholders if the certificate of incorporation or bylaws or a
resolution of the board of directors or of the shareholders so directs. 

   (6) Expenses incurred by a corporate agent in connection with a proceeding
may be paid by the corporation in advance of the final disposition of the
proceeding as authorized by the board of directors upon receipt of an under-
taking by or on behalf of the corporate agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified as provided
in this section. 

   (7) (a) If a corporation upon application of a corporate agent has failed
or refused to provide indemnification as required under subsection 14A:3-5(4)
or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a cor-
porate agent may apply to a court for an award of indemnification by the
corporation, and such court 

   (i) may award indemnification to the extent authorized under subsections
14A:3-5(2) and 14A:3-5(3) and shall award indemnification to the extent
required under subsection 14A:3-5(4), notwithstanding any contrary determina-
tion which may have been made under subsection 14A:3-5(5); and 
  
   (ii) may allow reasonable expenses to the extent authorized by, and subject
to the provisions of, subsection 14A:3-5(6), if the court shall find that the
corporate agent has by his pleadings or during the course of the proceeding
raised genuine issues of fact or law. 
  
   (b) Application for such indemnification may be made:
  
   (i) in the civil action in which the expenses were or are to be incurred or
other amounts were or are to be paid; or 
  
   (ii) to the Superior Court in a separate proceeding. If the application is
for indemnification arising out of a civil action, it shall set forth
reasonable cause for the failure to make application for such relief in the
action or proceeding in which the expenses were or are to be incurred or other
amounts were or are to be paid. 
  
   The application shall set forth the disposition of any previous application
for indemnification and shall be made in such manner and form as may be
required by the applicable rules of court or, in the absence thereof, by
direction of the court to which it is made. Such application shall be upon
notice to the corporation. The court may also direct that notice shall be
given at the expense of the corporation to the shareholders and such other
persons as it may designate in such manner as it may require. 
  
   (8) The indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of this section shall not exclude any other
rights, including the right to be indemnified against liabilities and expenses
incurred in proceedings by or in the right of the corporation, to which a cor-
porate agent may be entitled under a certificate of incorporation, bylaw,
agreement, vote of shareholders, or otherwise; provided that no
indemnification shall be made to or on behalf of a corporate agent if a
judgment or other final adjudication adverse to the corporate agent
establishes that his acts or omissions (a) were in breach of his duty of
loyalty to the corporation or its shareholders, as defined in subsection (3)
of N.J.S.14A:2-7, (b) were not in good faith or involved a knowing violation
of law or (c) resulted in receipt by the corporate agent of an improper
personal benefit. 
  
   (9) Any corporation organized for any purpose under any general or special
law of this State shall have the power to purchase and maintain insurance on
behalf of any corporate agent against any expenses incurred in any proceeding
and any liabilities asserted against him by reason of his being or having been
<PAGE>

a corporate agent, whether or not the corporation would have the power to
indemnify him against such expenses and liabilities under the provisions of
this section. The corporation may purchase such insurance from, or such insur-
ance may be reinsured in whole or in part by, an insurer owned by or otherwise
affiliated with the corporation, whether or not such insurer does business
with other insureds. 
  
   (10) The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate
of incorporation or bylaws authorizing the exercise of such powers.
  
   (11) Except as required by subsection 14A:3-5(4), no indemnification shall
be made or expenses advanced by a corporation under this section, and none
shall be ordered by a court, if such action would be inconsistent with a
provision of the certificate of incorporation, a bylaw, a resolution of the
board of directors or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or the
rights of indemnification to which a corporate agent may be entitled. 
  
   (12) This section does not limit a corporation's power to pay or reimburse
expenses incurred by a corporate agent in connection with the corporate
agent's appearance as a witness in a proceeding at a time when the corporate
agent has not been made a party to the proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     (a)  The following is a complete list of exhibits filed as part of this
Registration Statement:


Exhibit 
 No.           Description

4.1  Specimen certificate for shares of Common Stock (filed as an Exhibit to
     the Company's Registration Statement on Form S-1, No. 333-18565, and
     incorporated herein by reference).

4.2  The Company's 1995 Incentive and Non-Statutory Stock Option Plan, adopted
     by the Company's Board of Directors and Shareholders on June 23, 1995
     (filed as an Exhibit to the Company's Registration Statement on Form S-1,
     No. 333-18565, and incorporated herein by reference).

4.3  The Company's 1996 Amendment to Incentive and Non-Statutory Stock Option
     Plan (filed as an Exhibit to the Company's Registration Statement on Form
     S-1, No. 333-18565, and incorporated herein by reference).

4.4  Restated Certificate of Incorporation, amended February 3, 1997 (filed as
     an Exhibit to the Company's Registration Statement on Form S-1, File No.
     333-18565 and incorporated herein by reference).

4.5  Amended By-Laws, as amended January 11, 1989 (filed as an Exhibit to the
     Company's Registration Statement on Form S-1, File No. 333-18565 and
     incorporated herein by reference).

5.1  Opinion of White & Case.

23.1 Consent of White & Case (included in Exhibit 5.1 to this Registration
<PAGE>

     Statement).

23.2 Consent of Coopers & Lybrand, L.L.P.

(b)  The Company hereby undertakes to submit the EMCORE Corporation 401(k),
     and any amendments thereto, to the Internal Revenue Service (the "IRS")
     in a timely manner and make all changes required by the IRS in order to
     qualify the EMCORE Corporation 401(k) under Section 401 of the Internal
     Revenue Code.

99.1 Directors' Stock Award Plan


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

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

(2)  That, for the purpose of determining any liability under the Securities
     Act, each such post-effective amendment shall be deemed to be a new
     Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(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 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 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
<PAGE>

     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.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Somerset, State of New Jersey, on
this 5th day of November, 1997.

                              EMCORE Corporation 


                              By: /s/ Thomas G. Werthan                  
                                  Thomas G. Werthan
                                  Vice President, Finance and
                                  Administration and Chief Financial Officer


                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints and
hereby authorizes Reuben F. Richards, Jr. and Thomas G. Werthan,severally,
such person's true and lawful attorneys-in-fact, with full power of
substitution or resubstitution, for such person and in his name, place and
stead, in any and all capacitates, to sign on such person's behalf,
individually and in each capacity stated below, any and all amendments,
including post-effective amendments to this registration statement and to sign
any and all additional registration statements relating to the same offering
of securities as this registration statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission granting unto said attorneys-in-fact, full power and authority to
do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
<PAGE>

     Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the
capacities indicated, on November 5, 1997.

<TABLE>

  <CAPTION>

  Signature                                                      Title

  <C>                                                            <C>
  /s/ Reuben F. Richards, Jr.                                    President, Chief Executive Officer and Director (Principal
  Reuben F. Richards, Jr.                                        Executive Officer)


  /s/ Thomas G. Werthan                                          Vice President, Chief Financial Officer, Secretary and
  Thomas G. Werthan                                              Director (Principal Accounting and Financial Officer)


  /s/ Thomas J. Russell                                          Chairman of the Board and Director
  Thomas J. Russell

  /s/ Richard A. Stall                                           Director
  Richard A. Stall


  /s/ Howard R. Curd                                             Director
  Howard R. Curd


  /s/ Howard F. Curd                                             Director
  Howard F. Curd

                                                                 Director
  Robert Louis-Dreyfus


  /s/ Hugh H. Fenwick                                            Director
  Hugh H. Fenwick


                                                                 Director
  Thomas E. Constance

  /s/Shigeo Takayama                                             Director
  Shigeo Takayama


</TABLE>
<PAGE>

                                 EXHIBIT INDEX

Exhibit
  No.                     Description


4.1  Specimen certificate for shares of Common Stock (Filed as an Exhibit to
     the Company's Registration Statement on Form S-1, No. 333-18565, and
     incorporated herein by reference).

4.2  The Company's 1995 Incentive and Non-Statutory Stock Option Plan, adopted
     by the Company's Board of Directors and Shareholders on June 23, 1995
     (Filed as an Exhibit to the Company's Registration Statement on Form S-1,
     No. 333-18565, and incorporated herein by reference).

4.3  The Company's 1996 Amendment to Incentive and Non-Statutory Stock Option
     Plan (Filed as an Exhibit to the Company's Registration Statement on Form
     S-1, No. 333-18565, and incorporated herein by reference).

5.1  Opinion of White & Case.

23.1 Consent of White & Case (included in Exhibit 5.1 to this Registration
     Statement).

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

99.1 Directors' Stock Award Plan
<PAGE>
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As filed with the Securities and Exchange Commission on November 5, 1997.
                          Registration No.  333-_____

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                              EMCORE CORPORATION
              (Exact name of issuer as specified in its charter)

          New Jersey                                       22-2746503
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                             394 Elizabeth Avenue
                          Somerset, New Jersey 08873
                                (908) 271-9090
                   (Address of principal executive offices)

                              EMCORE CORPORATION
                          DIRECTORS' STOCK AWARD PLAN
                             (Full title of plan)

                               Thomas G. Werthan
                              EMCORE Corporation
                             394 Elizabeth Avenue
                          Somerset, New Jersey 08873
                    (Name and address of agent for service)
        (Telephone number, including area code, of agent for service):
                                (908) 271-9090
Copy to:
                               Kevin Keogh, Esq.
                                 White & Case
                          1155 Avenue of the Americas
                              New York, NY 10036
CALCULATION OF REGISTRATION FEE
Proposed Maximum               Proposed Maximum
 Title of Securities          Amount to             Offering Price                 Aggregate                  Amount of
 to be Registered             be Registered         Per Share                      Offering Price*            Registration Fee
 Common Stock,                N/A                   N/A                            $281,250.00                $85.00
 without par value
[*  Estimated pursuant to Rule 457 of the General Rules and Regulations under the Securities Act of 1933 solely for the purposes of
computing the registration fee, based on the average of the high and low sales prices of the securities being registered hereby on
the Nasdaq National Market on November 4, 1997.]
ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     EMCORE Corporation (the "Company") hereby incorporates by reference the
following documents:

     (a)  The Company's prospectus relating to an initial public offering of
Common Stock, filed pursuant to Rule 424(b) under the Securities Act on March
7, 1997, and containing audited financial statements for the Company's most
recent fiscal year.

     (b)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, as declared effective by the
Commission on March 5, 1997 (Reg. No. 333-18565).

     (c)  The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1997, filed with the Commission on May 15, 1997 (File No. 0-22175).

     (d)  The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1997, filed with the Commission on August 15, 1997 (File No. 0-
22175).

     In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered herein have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated herein by reference
and to be a part hereof from the respective date of filing of each such
document.  Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document that also is incorporated or deemed to
be incorporated herein by reference modifies or supersedes such statement. 
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Company's Certificate of Incorporation provides that the Company
shall indemnify its directors and officers to the full extent permitted by New
Jersey law, including in circumstances in which indemnification is otherwise
discretionary under New Jersey law.  Section 14A:2-7 of the New Jersey
Business Corporation Act provides that a New Jersey corporation's:

     "certificate of incorporation may provide that a director or officer
shall not be personally liable, or shall be liable only to the extent therein
provided, to the corporation or its shareholders for damages for breach of any
duty owed to the corporation or its shareholders, except that such provision
shall not relieve a director or officer from liability for any breach of duty
based upon an act or omission (a) in breach of such person's duty of loyalty
to the corporation or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of an
improper personal benefit. As used in this subsection, an act or omission in
breach of a person's duty of loyalty means an act or omission which that
person knows or believes to be contrary to the best interests of the
corporation or its shareholders in connection with a matter in which he has a
material conflict of interest."

     In addition, Section 14A:3-5 (1995) of the New Jersey Business
Corporation Act (1995) provides as follows:

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

(1) As used in this section,

   (a) "Corporate agent" means any person who is or was a director, officer,
employee or agent of the indemnifying corporation or of any constituent
corporation absorbed by the indemnifying corporation in a consolidation or
merger and any person who is or was a director, officer, trustee, employee or
agent of any other enterprise, serving as such at the request of the
indemnifying corporation, or of any such constituent corporation, or the legal
representative of any such director, officer, trustee, employee or agent; 

   (b) "Other enterprise" means any domestic or foreign corporation, other
than the indemnifying corporation, and any partnership, joint venture, sole
proprietorship, trust or other enterprise, whether or not for profit, served
by a corporate agent;
  
   (c) "Expenses" means reasonable costs, disbursements and counsel fees;

   (d) "Liabilities" means amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties;

   (e) "Proceeding" means any pending, threatened or completed civil,
criminal, administrative or arbitrative action, suit or proceeding, and any
appeal therein and any inquiry or investigation which could lead to such
action, suit or proceeding; and   

   (f) References to "other enterprises" include employee benefit plans;
references to "fines" include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the indemnifying corporation" include any service as a corporate agent
which imposes duties on, or involves services by, the corporate agent with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner the person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the
best interests of the corporation" as referred to in this section.
  
   (2) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses and liabilities in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation, if:

   (a) such corporate agent 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
 
   (b) with respect to any criminal proceeding, such corporate agent had no
reasonable cause to believe his conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not of itself create a presumption that
such corporate agent did not meet the applicable standards of conduct set
forth in paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b).

   (3) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses in connection with any proceeding by or in the right of the cor-
poration to procure a judgment in its favor which involves the corporate agent
by reason of his being or having been such corporate agent, 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. However, in such proceeding no indem-
nification shall be provided in respect of any claim, issue or matter as to
which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the
court in which such proceeding was brought shall determine upon application
that despite the adjudication of liability, but in view of all circumstances
of the 
case, such corporate agent is fairly and reasonably entitled to indemnity for
such expenses as the Superior Court or such other court shall deem proper.

   (4) Any corporation organized for any purpose under any general or special
law of this State shall indemnify a corporate agent against expenses to the
extent that such corporate agent has been successful on the merits or other-
wise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or
in defense of any claim, issue or matter therein.

   (5) Any indemnification under subsection 14A:3-5(2) and, unless ordered by
a court, under subsection 14A:3-5(3) may be made by the corporation only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection
14A:3-5(3). Unless otherwise provided in the certificate of incorporation or
bylaws, such determination shall be made   

   (a) by the board of directors or a committee thereof, acting by a majority
vote of a quorum consisting of directors who were not parties to or otherwise
involved in the proceeding; or

   (b) if such a quorum is not obtainable, or, even if obtainable and such
quorum of the board of directors or committee by a majority vote of the
disinterested directors so directs, by independent legal counsel, in a written
opinion, such counsel to be designated by the board of directors; or
(c) by the shareholders if the certificate of incorporation or bylaws or a
resolution of the board of directors or of the shareholders so directs. 

   (6) Expenses incurred by a corporate agent in connection with a proceeding
may be paid by the corporation in advance of the final disposition of the
proceeding as authorized by the board of directors upon receipt of an under-
taking by or on behalf of the corporate agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified as provided
in this section. 

   (7) (a) If a corporation upon application of a corporate agent has failed
or refused to provide indemnification as required under subsection 14A:3-5(4)
or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a cor-
porate agent may apply to a court for an award of indemnification by the
corporation, and such court 

   (i) may award indemnification to the extent authorized under subsections
14A:3-5(2) and 14A:3-5(3) and shall award indemnification to the extent
required under subsection 14A:3-5(4), notwithstanding any contrary determina-
tion which may have been made under subsection 14A:3-5(5); and 
  
   (ii) may allow reasonable expenses to the extent authorized by, and subject
to the provisions of, subsection 14A:3-5(6), if the court shall find that the
corporate agent has by his pleadings or during the course of the proceeding
raised genuine issues of fact or law. 
  
   (b) Application for such indemnification may be made:
  
   (i) in the civil action in which the expenses were or are to be incurred or
other amounts were or are to be paid; or 
  
   (ii) to the Superior Court in a separate proceeding. If the application is
for indemnification arising out of a civil action, it shall set forth
reasonable cause for the failure to make application for such relief in the
action or proceeding in which the expenses were or are to be incurred or other
amounts were or are to be paid. 
  
   The application shall set forth the disposition of any previous application
for indemnification and shall be made in such manner and form as may be
required by the applicable rules of court or, in the absence thereof, by
direction of the court to which it is made. Such application shall be upon
notice to the corporation. The court may also direct that notice shall be
given at the expense of the corporation to the shareholders and such other
persons as it may designate in such manner as it may require. 
  
   (8) The indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of this section shall not exclude any other
rights, including the right to be indemnified against liabilities and expenses
incurred in proceedings by or in the right of the corporation, to which a cor-
porate agent may be entitled under a certificate of incorporation, bylaw,
agreement, vote of shareholders, or otherwise; provided that no
indemnification shall be made to or on behalf of a corporate agent if a
judgment or other final adjudication adverse to the corporate agent
establishes that his acts or omissions (a) were in breach of his duty of
loyalty to the corporation or its shareholders, as defined in subsection (3)
of N.J.S.14A:2-7, (b) were not in good faith or involved a knowing violation
of law or (c) resulted in receipt by the corporate agent of an improper
personal benefit. 
  
   (9) Any corporation organized for any purpose under any general or special
law of this State shall have the power to purchase and maintain insurance on
behalf of any corporate agent against any expenses incurred in any proceeding
and any liabilities asserted against him by reason of his being or having been
a corporate agent, whether or not the corporation would have the power to
indemnify him against such expenses and liabilities under the provisions of
this section. The corporation may purchase such insurance from, or such insur-
ance may be reinsured in whole or in part by, an insurer owned by or otherwise
affiliated with the corporation, whether or not such insurer does business
with other insureds. 
  
   (10) The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate
of incorporation or bylaws authorizing the exercise of such powers.
  
   (11) Except as required by subsection 14A:3-5(4), no indemnification shall
be made or expenses advanced by a corporation under this section, and none
shall be ordered by a court, if such action would be inconsistent with a
provision of the certificate of incorporation, a bylaw, a resolution of the
board of directors or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or the
rights of indemnification to which a corporate agent may be entitled. 
  
   (12) This section does not limit a corporation's power to pay or reimburse
expenses incurred by a corporate agent in connection with the corporate
agent's appearance as a witness in a proceeding at a time when the corporate
agent has not been made a party to the proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     (a)  The following is a complete list of exhibits filed as part of this
Registration Statement:

Exhibit 
 No.           Description

4.1  Specimen certificate for shares of Common Stock (filed as an Exhibit to
     the Company's Registration Statement on Form S-1, No. 333-18565, and
     incorporated herein by reference).

4.2  The Company's 1995 Incentive and Non-Statutory Stock Option Plan, adopted
     by the Company's Board of Directors and Shareholders on June 23, 1995
     (filed as an Exhibit to the Company's Registration Statement on Form S-1,
     No. 333-18565, and incorporated herein by reference).

4.3  The Company's 1996 Amendment to Incentive and Non-Statutory Stock Option
     Plan (filed as an Exhibit to the Company's Registration Statement on Form
     S-1, No. 333-18565, and incorporated herein by reference).

4.4  Restated Certificate of Incorporation, amended February 3, 1997 (filed as
     an Exhibit to the Company's Registration Statement on Form S-1, File No.
     333-18565 and incorporated herein by reference).

4.5  Amended By-Laws, as amended January 11, 1989 (filed as an Exhibit to the
     Company's Registration Statement on Form S-1, File No. 333-18565 and
     incorporated herein by reference).

5.1  Opinion of White & Case.

23.1 Consent of White & Case (included in Exhibit 5.1 to this Registration
Statement).

23.2 Consent of Coopers & Lybrand, L.L.P.

(b)  The Company hereby undertakes to submit the EMCORE Corporation 401(k),
     and any amendments thereto, to the Internal Revenue Service (the "IRS")
     in a timely manner and make all changes required by the IRS in order to
     qualify the EMCORE Corporation 401(k) under Section 401 of the Internal
     Revenue Code.

99.1 Directors' Stock Award Plan

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

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

(2)  That, for the purpose of determining any liability under the Securities
     Act, each such post-effective amendment shall be deemed to be a new
     Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(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 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 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 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Somerset, State of New Jersey, on
this 5th day of November, 1997.

                              EMCORE Corporation 

                              By: /s/ Thomas G. Werthan                  
                                  Thomas G. Werthan
                                  Vice President, Finance and
                                  Administration and Chief Financial Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints and
hereby authorizes Reuben F. Richards, Jr. and Thomas G. Werthan,severally,
such person's true and lawful attorneys-in-fact, with full power of
substitution or resubstitution, for such person and in his name, place and
stead, in any and all capacitates, to sign on such person's behalf,
individually and in each capacity stated below, any and all amendments,
including post-effective amendments to this registration statement and to sign
any and all additional registration statements relating to the same offering
of securities as this registration statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission granting unto said attorneys-in-fact, full power and authority to
do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the
capacities indicated, on November 5, 1997.
Signature                                                      Title
/s/ Reuben F. Richards, Jr.                                    President, Chief Executive Officer and Director (Principal
  Reuben F. Richards, Jr.                                        Executive Officer)

  /s/ Thomas G. Werthan                                          Vice President, Chief Financial Officer, Secretary and
  Thomas G. Werthan                                              Director (Principal Accounting and Financial Officer)

  /s/ Thomas J. Russell                                          Chairman of the Board and Director
  Thomas J. Russell

  /s/ Richard A. Stall                                           Director
  Richard A. Stall

  /s/ Howard R. Curd                                             Director
  Howard R. Curd

  /s/ Howard F. Curd                                             Director
  Howard F. Curd

                                                                 Director
  Robert Louis-Dreyfus

  /s/ Hugh H. Fenwick                                            Director
  Hugh H. Fenwick

                                                                 Director
  Thomas E. Constance

  /s/Shigeo Takayama                                             Director
  Shigeo Takayama
EXHIBIT INDEX

Exhibit
  No.                     Description

4.1  Specimen certificate for shares of Common Stock (Filed as an Exhibit to
     the Company's Registration Statement on Form S-1, No. 333-18565, and
     incorporated herein by reference).

4.2  The Company's 1995 Incentive and Non-Statutory Stock Option Plan, adopted
     by the Company's Board of Directors and Shareholders on June 23, 1995
     (Filed as an Exhibit to the Company's Registration Statement on Form S-1,
     No. 333-18565, and incorporated herein by reference).

4.3  The Company's 1996 Amendment to Incentive and Non-Statutory Stock Option
     Plan (Filed as an Exhibit to the Company's Registration Statement on Form
     S-1, No. 333-18565, and incorporated herein by reference).

5.1  Opinion of White & Case.

23.1 Consent of White & Case (included in Exhibit 5.1 to this Registration
     Statement).

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

99.1 Directors' Stock Award Plan