<PAGE>
 
   As filed with the Securities and Exchange Commission on November 7, 1997
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                               MEMRY CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                                  06-1084424
     (State or other jurisdiction          (I.R.S. Employer Identification No.)
          of incorporation)

                               57 COMMERCE DRIVE
                         BROOKFIELD, CONNECTICUT 06804
              (Address of Principal Executive Offices) (Zip Code)

                      MEMRY CORPORATION STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 JAMES G. BINCH
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               57 COMMERCE DRIVE
                         BROOKFIELD, CONNECTICUT 06804
                                 (203) 740-7311
(Name, address and telephone number, including area code, of agent for service)

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

                                   Copies to:

                              DAVID I. ALBIN, ESQ.
                            FINN DIXON & HERLING LLP
                              ONE LANDMARK SQUARE
                          STAMFORD, CONNECTICUT 06901
                                 (203) 325-5000
<TABLE> 
<CAPTION> 
=============================================================================================
                                CALCULATION OF REGISTRATION FEE
=============================================================================================
                                         Proposed Maximum   Proposed Maximum      Amount of
Title of Securities         Amount           Offering           Aggregate       Registration
to be Registered       to be Registered   Price Per Share    Offering Price          Fee
---------------------------------------------------------------------------------------------
<S>                    <C>               <C>                <C>                <C>
Common Stock,
  $.01 par value.....  1,100,000 shares      $2.02 (1)      $2,222,000.00 (1)     $673.33(1)
=============================================================================================
</TABLE>

  (1)  Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
       purpose of calculating the registration fee on the basis of the weighted
       average of (i) $1.81 per share for 1,011,750 options granted to date and
       outstanding under the plan; and (ii) $4.39 per share for the remaining
       88,250 shares, which is the average of the closing bid and asked prices
       per share of Common Stock of the Registrant reported on the OTC Bulletin
       Board on November 5, 1997.

<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               There are hereby incorporated by reference in this Registration
     Statement the following documents and information heretofore filed with the
     Securities and Exchange Commission:

               (a) The Company's Annual Report on Form 10-KSB for the fiscal
          year ended June 30, 1997, filed pursuant to Section 13(a) or 15(d) of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          as amended by Amendment No. 1 thereto; and

               (b) The description of the Company's Common Stock contained in
          the Company's Registration Statement on Form 8-A, filed pursuant to
          Section 12(g) of the Exchange Act on December 12, 1985, which
          description was incorporated by reference from the description of the
          Common Stock set forth under the caption "Description of Securities"
          at page 28 in the Prospectus of the Company (then known as Memory
          Metals, Inc.) dated November 9, 1984, filed pursuant to Rule 424(b)
          under the Securities Act of 1933 (Registrant File No. 2-90711-B).

          All reports and other documents filed by the Company pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the
     date of this Registration Statement and prior to the filing of a post-
     effective amendment which indicates that all securities offered have been
     sold or which deregisters all securities then remaining unsold shall be
     deemed to be incorporated by reference in this Registration Statement and
     to be part hereof from the date of filing of such reports or documents.
     Statements made herein as to the contents of any contract, agreement or
     other document are not necessarily complete.  With respect to each such
     contract, agreement or other document filed as an exhibit to the
     Registration Statement, reference is made to the exhibit for a more
     complete description of the matter involved, and each such statement shall
     be deemed qualified in its entirety by such reference.

     ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                                      II-1
<PAGE>
 
          Section 145 of the General Corporation Law of the State of Delaware
     empowers a corporation incorporated under the General Corporation Law to
     indemnify its directors, officers, employees and agents and its former
     directors, officers, employees and agents and those who serve in such
     capacities with another enterprise at its request, against expenses
     (including attorneys' fees), as well as judgments, fines and amounts paid
     in settlements actually and reasonably incurred by them in connection with
     any threatened, pending or completed action, suit or proceeding, whether
     civil, criminal, administrative or investigative (other than an action by
     or in the right of the corporation), in which they or any of them were or
     are made parties or are threatened to be made parties by reason of their
     serving or having served in such capacity.  The power to indemnify shall
     only exist where such officer, director, employee or agent has 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 the case of a criminal
     action, such person had no reasonable cause to believe his conduct was
     unlawful.  In a threatened, pending or completed action or suit by or in
     the right of the corporation, the corporation may indemnify such person
     only for expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection with the defense or settlement of such action
     or suit if such person acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the corporation,
     except that if such person has been adjudged liable to the corporation then
     the corporation shall have no power of indemnification unless and only to
     the extent that a court shall determine upon application.  Indemnity is
     mandatory as to expenses (including attorneys' fees) actually and
     reasonably incurred by a director, officer, employee or agent of a
     corporation to the extent a claim, issue or matter has been successfully
     defended.  Expenses (including attorneys' fees) incurred by an officer or
     director in defending any such action, suit or proceeding may be paid by
     the corporation in advance of final disposition upon receipt of an
     undertaking by or on behalf of such person to repay such amount if it is
     ultimately determined that he is not entitled to be indemnified by the
     corporation.  Indemnification is not deemed exclusive of any other rights
     to which those indemnified may be entitled under any by-law, agreement,
     vote of stockholders or disinterested directors or otherwise.  The
     determination to make indemnification pursuant to Section 145 shall be made
     by (i) a majority vote of disinterested directors even though less than a
     quorum, (ii) if there are no such directors or if such directors so direct,
     by independent legal counsel in a written opinion, or (ii) by the
     stockholders.  A Delaware corporation also has the power to purchase and
     maintain insurance on behalf of the persons it has the power to indemnify,
     whether or not indemnity against such liability would be allowed under the
     statute.

          Article VIII of the By-Laws of the Company provides as follows:

          The Corporation shall, to the fullest extent permitted by subsections
          (a) through (e) of Section 145 of the General Corporation Law of the
          State of Delaware (as such statute may, from time to time, be
          amended), indemnify any and all persons whom it shall have power to
          indemnify against any and all expenses, liabilities and other matters.

                                      II-2
<PAGE>
 
          The Certificate of Incorporation of the Company was amended in June
     1989, as permitted by the Delaware General Corporation Law, pursuant to a
     vote of its stockholders, to provide that, to the fullest extent
     permissible under the Delaware General Corporation Law, directors of the
     Company shall not be personally liable to the Company or its stockholders
     for monetary damages for breach of the fiduciary duty as a director except
     for liability (i) for any breach of the director's duty of loyalty to the
     Company 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 improper dividend payment or unlawful stock purchases or
     redemption, or (iv) for any transaction from which the director derived an
     improper personal benefit.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

     ITEM 8.  EXHIBITS.

               Exhibit
               Number
               ------

                3.1      Certificate of Incorporation of the Company, as amended
                         (incorporated by reference to the Company's Quarterly
                         Report on Form 10-QSB for the fiscal quarter ended
                         December 31, 1996).

                3.2      By-laws of the Company, as amended (incorporated by
                         reference to the Company's Annual Report on Form 10-KSB
                         for the fiscal year ended June 30, 1996, as amended
                         filed June 25, 1997).

                4.1      Memry Corporation Stock Option Plan, as amended
                         (incorporated by reference to the Company's Quarterly
                         Report on Form 10-QSB for the fiscal quarter ended
                         December 31, 1996).

                4.2      Form of Nontransferable Incentive Stock Option
                         Agreement under the Memry Corporation Stock Option Plan
                         (incorporated by reference to the Company's Quarterly
                         Report on Form 10-QSB for the fiscal quarter ended
                         December 31, 1996).

                4.3      Form of Nontransferable Non-Qualified Stock Option
                         Agreement under the Memry Corporation Stock Option Plan
                         (incorporated by reference to the Company's Quarterly
                         Report on Form 10-QSB for the fiscal quarter ended
                         December 31, 1996).

                5.1*     Opinion of Finn Dixon & Herling LLP as to the legality
                         of the securities being registered.

                                      II-3
<PAGE>
 
               23.1*    Consent of McGladrey & Pullen, LLP.

               23.2      Consent of Finn Dixon & Herling LLP (contained in
                         Exhibit 5.1 hereto).

               24.1      Power of Attorney (included on the signature pages).

               _________________________
               *Filed herewith.


     ITEM 9.  UNDERTAKINGS.

          The undersigned registrant hereby undertakes:

               (1)   To file, during any period in which it offers or sells
     securities, a post-effective amendment to this registration statement to:

                     (i)     Include any prospectus required by Section 10(a)(3)
     of the Securities Act of 1933;

                     (ii)    Reflect in the prospectus any facts or events
     which, individually or together, represent a fundamental change in the
     information set forth in the registration statement; and Notwithstanding
     the foregoing, any increase or decrease in volume of securities offered (if
     the total dollar value of securities offered would not exceed that which
     was registered) and any deviation from the low or high and of the estimated
     maximum offering range may be reflected in the form of prospectus filed
     with the Commission pursuant to Rule 424(b) if, in the aggregate, the
     changes in volume and price represent no more than a 20% change in the
     maximum aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective registration statement; and

                     (iii)   Include any additional or changed material
     information on the plan of distribution.

               (2)   For determining liability under the Securities Act of 1933,
     treat each post-effective amendment as a new registration statement of the
     securities offered, and the offering of the securities at that time to be
     the initial bona fide offering.

               (3)   File a post-effective amendment to remove from registration
     any of the securities that remain unsold at the end of the offering.

                                      II-4
<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 Town of Brookfield, State of Connecticut,
     on this 4th day of November, 1997.

                                    MEMRY CORPORATION



                                    By:   /s/ James G. Binch
                                         ----------------------------------
                                         James G. Binch, Chairman of the Board,
                                         President, Chief Executive Officer and
                                         Treasurer
 



                               POWERS OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints James G. Binch his or her attorney-
     in-fact, with the power of substitution, for him or her in any and all
     capacities, to sign any amendments to this Registration Statement, and to
     file the same, with exhibits thereto and other documents in connection
     therewith, with the Securities and Exchange Commission, hereby ratifying
     and confirming all that each of said attorneys-in-fact, or his substitute
     or substitutes, may do or cause to be done by virtue hereof.

                                      II-5
<PAGE>
 
          Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities and on the dates indicated.


          SIGNATURE                      TITLE                              DATE
          ---------                      -----                              ----


         /s/ James G. Binch          Chairman of the Board,     November 4, 1997
     ----------------------------    President, Chief Executive      
          James G. Binch             Officer and Treasurer           
                                     (Principal Executive 
                                     Officer and Principal 
                                     Financial Officer) 
                                     

         /s/ Nicholas J. Grant              Director            November 4, 1997
     ----------------------------------   
          Nicholas J. Grant                                                    
                                                                            
                                                                            
         /s/ Jack H. Halperin               Director            November 4, 1997
     -----------------------------------  
          Jack H. Halperin                                                     
                                                                            
                                                                            
         /s/ W. Andrew Krusen, Jr.          Director            November 4, 1997
     -----------------------------------  
          W. Andrew Krusen, Jr.                                                
                                                                            
                                                                            
         /s/ John A. Morgan                 Director            November 4, 1997
     ----------------------------------- 
          John A. Morgan                                                       
                                                                            
                                                                            

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18604}]
{"company-data": {"conformed-name": "MEMRY CORP", "cik": "0000720896", "assigned-sic": "3541", "irs-number": "061084424", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39821", "film-number": "97710706"}, "business-address": {"street1": "57 COMMERCE DR", "city": "BROOKFIELD", "state": "CT", "zip": "06804", "phone": "2037407311"}, "mail-address": {"street1": "57 COMMERCE DR", "city": "BROOKFIELD", "state": "CT", "zip": "06804"}, "former-company": {"former-conformed-name": "MEMORY METALS INC", "date-changed": "19890706"}}
As filed with the Securities and Exchange Commission on November 7, 1997
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                               MEMRY CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                                  06-1084424
     (State or other jurisdiction          (I.R.S. Employer Identification No.)
          of incorporation)

                               57 COMMERCE DRIVE
                         BROOKFIELD, CONNECTICUT 06804
              (Address of Principal Executive Offices) (Zip Code)

                      MEMRY CORPORATION STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 JAMES G. BINCH
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               57 COMMERCE DRIVE
                         BROOKFIELD, CONNECTICUT 06804
                                 (203) 740-7311
(Name, address and telephone number, including area code, of agent for service)

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

                                   Copies to:

                              DAVID I. ALBIN, ESQ.
                            FINN DIXON & HERLING LLP
                              ONE LANDMARK SQUARE
                          STAMFORD, CONNECTICUT 06901
                                 (203) 325-5000
=============================================================================================
                                CALCULATION OF REGISTRATION FEE
=============================================================================================
                                         Proposed Maximum   Proposed Maximum      Amount of
Title of Securities         Amount           Offering           Aggregate       Registration
to be Registered       to be Registered   Price Per Share    Offering Price          Fee
---------------------------------------------------------------------------------------------
Common Stock,
  $.01 par value.....  1,100,000 shares      $2.02 (1)      $2,222,000.00 (1)     $673.33(1)
=============================================================================================
(1)  Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
       purpose of calculating the registration fee on the basis of the weighted
       average of (i) $1.81 per share for 1,011,750 options granted to date and
       outstanding under the plan; and (ii) $4.39 per share for the remaining
       88,250 shares, which is the average of the closing bid and asked prices
       per share of Common Stock of the Registrant reported on the OTC Bulletin
       Board on November 5, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               There are hereby incorporated by reference in this Registration
     Statement the following documents and information heretofore filed with the
     Securities and Exchange Commission:

               (a) The Company's Annual Report on Form 10-KSB for the fiscal
          year ended June 30, 1997, filed pursuant to Section 13(a) or 15(d) of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          as amended by Amendment No. 1 thereto; and

               (b) The description of the Company's Common Stock contained in
          the Company's Registration Statement on Form 8-A, filed pursuant to
          Section 12(g) of the Exchange Act on December 12, 1985, which
          description was incorporated by reference from the description of the
          Common Stock set forth under the caption "Description of Securities"
          at page 28 in the Prospectus of the Company (then known as Memory
          Metals, Inc.) dated November 9, 1984, filed pursuant to Rule 424(b)
          under the Securities Act of 1933 (Registrant File No. 2-90711-B).

          All reports and other documents filed by the Company pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the
     date of this Registration Statement and prior to the filing of a post-
     effective amendment which indicates that all securities offered have been
     sold or which deregisters all securities then remaining unsold shall be
     deemed to be incorporated by reference in this Registration Statement and
     to be part hereof from the date of filing of such reports or documents.
     Statements made herein as to the contents of any contract, agreement or
     other document are not necessarily complete.  With respect to each such
     contract, agreement or other document filed as an exhibit to the
     Registration Statement, reference is made to the exhibit for a more
     complete description of the matter involved, and each such statement shall
     be deemed qualified in its entirety by such reference.

     ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                                      II-1
Section 145 of the General Corporation Law of the State of Delaware
     empowers a corporation incorporated under the General Corporation Law to
     indemnify its directors, officers, employees and agents and its former
     directors, officers, employees and agents and those who serve in such
     capacities with another enterprise at its request, against expenses
     (including attorneys' fees), as well as judgments, fines and amounts paid
     in settlements actually and reasonably incurred by them in connection with
     any threatened, pending or completed action, suit or proceeding, whether
     civil, criminal, administrative or investigative (other than an action by
     or in the right of the corporation), in which they or any of them were or
     are made parties or are threatened to be made parties by reason of their
     serving or having served in such capacity.  The power to indemnify shall
     only exist where such officer, director, employee or agent has 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 the case of a criminal
     action, such person had no reasonable cause to believe his conduct was
     unlawful.  In a threatened, pending or completed action or suit by or in
     the right of the corporation, the corporation may indemnify such person
     only for expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection with the defense or settlement of such action
     or suit if such person acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the corporation,
     except that if such person has been adjudged liable to the corporation then
     the corporation shall have no power of indemnification unless and only to
     the extent that a court shall determine upon application.  Indemnity is
     mandatory as to expenses (including attorneys' fees) actually and
     reasonably incurred by a director, officer, employee or agent of a
     corporation to the extent a claim, issue or matter has been successfully
     defended.  Expenses (including attorneys' fees) incurred by an officer or
     director in defending any such action, suit or proceeding may be paid by
     the corporation in advance of final disposition upon receipt of an
     undertaking by or on behalf of such person to repay such amount if it is
     ultimately determined that he is not entitled to be indemnified by the
     corporation.  Indemnification is not deemed exclusive of any other rights
     to which those indemnified may be entitled under any by-law, agreement,
     vote of stockholders or disinterested directors or otherwise.  The
     determination to make indemnification pursuant to Section 145 shall be made
     by (i) a majority vote of disinterested directors even though less than a
     quorum, (ii) if there are no such directors or if such directors so direct,
     by independent legal counsel in a written opinion, or (ii) by the
     stockholders.  A Delaware corporation also has the power to purchase and
     maintain insurance on behalf of the persons it has the power to indemnify,
     whether or not indemnity against such liability would be allowed under the
     statute.

          Article VIII of the By-Laws of the Company provides as follows:

          The Corporation shall, to the fullest extent permitted by subsections
          (a) through (e) of Section 145 of the General Corporation Law of the
          State of Delaware (as such statute may, from time to time, be
          amended), indemnify any and all persons whom it shall have power to
          indemnify against any and all expenses, liabilities and other matters.

                                      II-2
The Certificate of Incorporation of the Company was amended in June
     1989, as permitted by the Delaware General Corporation Law, pursuant to a
     vote of its stockholders, to provide that, to the fullest extent
     permissible under the Delaware General Corporation Law, directors of the
     Company shall not be personally liable to the Company or its stockholders
     for monetary damages for breach of the fiduciary duty as a director except
     for liability (i) for any breach of the director's duty of loyalty to the
     Company 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 improper dividend payment or unlawful stock purchases or
     redemption, or (iv) for any transaction from which the director derived an
     improper personal benefit.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

     ITEM 8.  EXHIBITS.

               Exhibit
               Number
               ------

                3.1      Certificate of Incorporation of the Company, as amended
                         (incorporated by reference to the Company's Quarterly
                         Report on Form 10-QSB for the fiscal quarter ended
                         December 31, 1996).

                3.2      By-laws of the Company, as amended (incorporated by
                         reference to the Company's Annual Report on Form 10-KSB
                         for the fiscal year ended June 30, 1996, as amended
                         filed June 25, 1997).

                4.1      Memry Corporation Stock Option Plan, as amended
                         (incorporated by reference to the Company's Quarterly
                         Report on Form 10-QSB for the fiscal quarter ended
                         December 31, 1996).

                4.2      Form of Nontransferable Incentive Stock Option
                         Agreement under the Memry Corporation Stock Option Plan
                         (incorporated by reference to the Company's Quarterly
                         Report on Form 10-QSB for the fiscal quarter ended
                         December 31, 1996).

                4.3      Form of Nontransferable Non-Qualified Stock Option
                         Agreement under the Memry Corporation Stock Option Plan
                         (incorporated by reference to the Company's Quarterly
                         Report on Form 10-QSB for the fiscal quarter ended
                         December 31, 1996).

                5.1*     Opinion of Finn Dixon & Herling LLP as to the legality
                         of the securities being registered.

                                      II-3
23.1*    Consent of McGladrey & Pullen, LLP.

               23.2      Consent of Finn Dixon & Herling LLP (contained in
                         Exhibit 5.1 hereto).

               24.1      Power of Attorney (included on the signature pages).

               _________________________
               *Filed herewith.

     ITEM 9.  UNDERTAKINGS.

          The undersigned registrant hereby undertakes:

               (1)   To file, during any period in which it offers or sells
     securities, a post-effective amendment to this registration statement to:

                     (i)     Include any prospectus required by Section 10(a)(3)
     of the Securities Act of 1933;

                     (ii)    Reflect in the prospectus any facts or events
     which, individually or together, represent a fundamental change in the
     information set forth in the registration statement; and Notwithstanding
     the foregoing, any increase or decrease in volume of securities offered (if
     the total dollar value of securities offered would not exceed that which
     was registered) and any deviation from the low or high and of the estimated
     maximum offering range may be reflected in the form of prospectus filed
     with the Commission pursuant to Rule 424(b) if, in the aggregate, the
     changes in volume and price represent no more than a 20% change in the
     maximum aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective registration statement; and

                     (iii)   Include any additional or changed material
     information on the plan of distribution.

               (2)   For determining liability under the Securities Act of 1933,
     treat each post-effective amendment as a new registration statement of the
     securities offered, and the offering of the securities at that time to be
     the initial bona fide offering.

               (3)   File a post-effective amendment to remove from registration
     any of the securities that remain unsold at the end of the offering.

                                      II-4
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 Town of Brookfield, State of Connecticut,
     on this 4th day of November, 1997.

                                    MEMRY CORPORATION

                                    By:   /s/ James G. Binch
                                         ----------------------------------
                                         James G. Binch, Chairman of the Board,
                                         President, Chief Executive Officer and
                                         Treasurer
 

                               POWERS OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints James G. Binch his or her attorney-
     in-fact, with the power of substitution, for him or her in any and all
     capacities, to sign any amendments to this Registration Statement, and to
     file the same, with exhibits thereto and other documents in connection
     therewith, with the Securities and Exchange Commission, hereby ratifying
     and confirming all that each of said attorneys-in-fact, or his substitute
     or substitutes, may do or cause to be done by virtue hereof.

                                      II-5
Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities and on the dates indicated.

          SIGNATURE                      TITLE                              DATE
          ---------                      -----                              ----

         /s/ James G. Binch          Chairman of the Board,     November 4, 1997
     ----------------------------    President, Chief Executive      
          James G. Binch             Officer and Treasurer           
                                     (Principal Executive 
                                     Officer and Principal 
                                     Financial Officer) 
                                     

         /s/ Nicholas J. Grant              Director            November 4, 1997
     ----------------------------------   
          Nicholas J. Grant                                                    
                                                                            
                                                                            
         /s/ Jack H. Halperin               Director            November 4, 1997
     -----------------------------------  
          Jack H. Halperin                                                     
                                                                            
                                                                            
         /s/ W. Andrew Krusen, Jr.          Director            November 4, 1997
     -----------------------------------  
          W. Andrew Krusen, Jr.                                                
                                                                            
                                                                            
         /s/ John A. Morgan                 Director            November 4, 1997
     ----------------------------------- 
          John A. Morgan                                                       
                                                                            
                                                                            

                                      II-6