<PAGE>   1

   As filed with the Securities and Exchange Commission on December 18, 1998.
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               RAYCHEM CORPORATION
                               -------------------
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
            Delaware                                             94-1369731
            --------                                             ----------
(State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                              identification No.)
</TABLE>

              300 Constitution Drive, Menlo Park, California 94025
              ----------------------------------------------------
                    (Address of principal executive offices)

                      EXECUTIVE DEFERRED COMPENSATION PLAN
                      ------------------------------------
                            (Full title of the plan)

                               Richard A. Kashnow
                               Raychem Corporation
                             300 Constitution Drive
                          Menlo Park, California 94025
                          ----------------------------
                     (Name and address of agent for service)

                                 (650) 361-3333
                                 --------------
          (Telephone number, including area code, of agent for service)

                            Copy to: Sarah A. O'Dowd
                         Heller Ehrman White & McAuliffe
                              525 University Avenue
                        Palo Alto, California 94301-1908
                                 (650) 324-7000

<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                 Proposed                Proposed 
Title of securities        Amount to be       maximum offering       maximum aggregate        Amount of
to be registered(1)         registered       price per share(2)       offering price       registration fee
-----------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                  <C>                   <C>      
     Deferred
   Compensation
    Obligations            $10,000,000             100%                 $10,000,000           $2,780.00
===========================================================================================================
</TABLE>

(1)  The Deferred Compensation Obligations are unsecured obligations of Raychem
     Corporation to pay deferred compensation in the future in accordance with
     the terms of the Raychem Corporation Executive Deferred Compensation Plan
     for a select group of eligible employees.

(2)  Estimated solely for the purpose of determining the registration fee. 


<PAGE>   2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed or to be filed with the Securities and
Exchange Commission by Raychem Corporation ("Registrant") are incorporated by
reference in this registration statement:

     (a)  The Registrant's latest annual report (Form 10-K) filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act"), that contains
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed; and

     (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above.

     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 securities offered hereby 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 thereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

     Capitalized terms used without definition herein have the meanings assigned
in the Registrant's Executive Deferred Compensation Plan (the "Plan"). The Plan
allows Participants to submit elections to defer compensation, including
elections as to the amount to be deferred and the timing and manner of
distribution, before the start of the fiscal year in which the compensation will
be earned (or in the case of the year in which the Plan is adopted, within 30
days after selection as a Participant).

     The Deferral Amounts represent unsecured general obligations of the
Registrant to pay deferred compensation (plus any net investment earnings
attributable thereto) in the future in accordance with the terms of the Plan and
the Trust Agreement between the Registrant and Boston Safe Deposit and Trust
Company of California as trustee (the "Trustee") dated as of April 6, 1995 (the
"Trust Agreement") thereunder. In the event of the Insolvency of the Registrant,
the trust fund established under the Trust Agreement (the "Trust") shall be
subject to the claims of the general creditors of the Registrant. In such event,
all Participants and Beneficiaries shall constitute unsecured general creditors
of the Registrant with respect to amounts otherwise payable thereunder and shall
have no special or priority claim with respect to the assets held in the Trust.

     The amount of compensation deferred by each Participant (the "Deferral
Amount") is determined in accordance with the Plan based on the Participant's
elections. Subject to the provisions of the Plan relating to Insolvency and to
the terms of any Subsequent Deferral Elections or Optional Distribution
Elections made by a Participant, the Deferral Amounts (plus any net investment
earnings attributable thereto) will be payable as soon as practicable after a
Determination Date that is, in general, the last business day of a December
selected by the Participant. Under the Plan, Deferral Amounts may be invested in
one or more investment funds available under the Plan. Each Participant under
the Plan will have a separate Deferred Compensation Account (as such term is
defined in the Plan), and each Participant's Deferred Compensation Account will
be valued separately. Any earnings and realized and unrealized gains
attributable to a Participant's Deferred Compensation Account shall be credited
to such Account on a segregated basis, and any amounts distributed from, any
realized losses incurred by, and any expenses and fees properly chargeable to, a
Participant's Deferred Compensation Account shall be charged against such
Account on a segregated basis.

     Except as set forth in the Plan, or as otherwise provided by applicable
law, the interest of any person in the Plan, in the Trust, or in any
distribution to be made under the Plan may not be assigned, pledged, alienated,
anticipated, or otherwise encumbered (either at law or in equity) and shall not
be subject to attachment, bankruptcy, garnishment, levy, execution, or other
legal or equitable process. Each Participant in the Plan has the right to


                                       2

<PAGE>   3

designate a Beneficiary to receive the balance, if any, of the Participant's
Deferred Compensation Account at the time of the Participant's death and shall
have the right at any time to revoke such designation or to substitute another
such Beneficiary.

     The Registrant's Board of Directors has the right to amend or terminate the
Plan at any time and for any reason, provided, however, that no amendment or
termination of the Plan shall reduce any Participant's or Beneficiary's rights
or benefits accrued under the Plan before the date the amendment is adopted or
the Plan is terminated, as appropriate, including the Participant's or
Beneficiary's right to payment of the balance of his Deferred Compensation
Account as of such date.

     The Deferral Amounts are not convertible into another security of the
Registrant. Boston Safe Deposit and Trust Company has been appointed as Trustee
pursuant to the Trust Agreement to take action with respect to the Deferral
Amounts. Pursuant to the Trust Agreement, the Trustee shall be directed by the
Plan Administrator with respect to the investment of Trust assets in accordance
with the investment decisions of the Participants (and, if applicable,
Beneficiaries), and the Trustee will follow such directions.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his fiduciary duty as a director, except in the case where the director breached
his duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or
approved a stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit. The Registrant's Amended and Restated Certificate
of Incorporation contains a provision that eliminates directors' personal
liability as set forth above.

     Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at its request in such capacity in another
corporation or business association against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     In addition, Article 8 of the Registrant's Amended and Restated Certificate
of Incorporation provides as follows:

     Limitation of Liability and Indemnification of Directors.

     A.   Elimination of Certain Liability of Directors. A director of the
Corporation shall not be personally liable to the Corporation or its 
stockholders for monetary damages for beach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

     B.   Indemnification and Insurance

          (1)  Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding") by reason of the fact that he or she, or a person
of whom he or she is the legal 


                                       3

<PAGE>   4

representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit plans), whether
the basis of the proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, Employee
Retirement Income Security Act of 1974 excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of the final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service with respect to an
employee benefit plan) in advance of the final disposition of the proceeding,
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if
ultimately it shall be determined that such director or officer is not entitled
to be indemnified under this Section or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

          (2)  Nonexclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provisions of
this Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

          (3)  Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

     The Registrant has purchased directors and officers liability insurance 
which would indemnify the directors and officers of the Registrant against
damages arising out of certain kinds of claims which might be made against them
based on their negligent acts or omissions while acting in their capacity as
such.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8. EXHIBITS

<TABLE>
<S>            <C>
     4         Executive Deferred Compensation Plan

     5         Opinion of Heller Ehrman White & McAuliffe

    23.1       Consent of Heller Ehrman White & McAuliffe (filed as part of Exhibit 5)

    23.2       Consent of PricewaterhouseCoopers LLP, Independent Accountants

    24         Power of Attorney (see pages 6 and 7)
</TABLE>


                                       4

<PAGE>   5

ITEM 9. UNDERTAKINGS

     The undersigned hereby undertakes:

     (1)  To file, during any period in which offers and 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on 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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, 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.

     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
Securities Exchange Act of 1934, as amended (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6 above, 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 a 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 of 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.


                                       5

<PAGE>   6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Menlo Park, State of California, on this 17th day of
December, 1998.

                                                   RAYCHEM CORPORATION

                                                   /s/ Richard A. Kashnow
                                                   -----------------------------
                                                   Richard A. Kashnow, President
                                                   and Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Richard
A. Kashnow and Raymond J. Sims his or her true and lawful attorneys in fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post effective amendments)
to the Registration Statement, and to sign any registration statement for the
same offering covered by this Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and all post effective amendments thereto, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the
capacities as of December 17, 1998.


<TABLE>
<S>                           <C>                                 <C>
/s/ Richard A. Kashnow        President, Chairman of the Board    December 17, 1998
---------------------------   and Chief Executive Officer
Richard A. Kashnow            (Principal Executive Officer)

/s/ Raymond J. Sims           Senior Vice President and Chief     December 17, 1998
---------------------------   Financial Officer (Principal
Raymond J. Sims               Financial Officer)

/s/ Diedra D. Barsotti        Vice President and Controller       December 17, 1998
---------------------------   (Principal Accounting Officer)
Diedra D. Barsotti 

/s/ Richard Dulude            Director                            December 17, 1998
---------------------------
Richard Dulude

/s/ James F. Gibbons          Director                            December 17, 1998
---------------------------
James F. Gibbons
</TABLE>


                                  6

<PAGE>   7

<TABLE>
<S>                           <C>                                 <C>
/s/ John P. McTague           Director                            December 17, 1998
---------------------------
John P. McTague

/s/ Dean O. Morton            Director                            December 17, 1998
---------------------------
Dean O. Morton

/s/ Isaac Stein               Director                            December 17, 1998
---------------------------
Isaac Stein

/s/ Chang-Lin Tien            Director                            December 17, 1998
---------------------------
Chang-Lin Tien

/s/ Cyril J. Yansouni         Director                            December 17, 1998
---------------------------
Cyril J. Yansouni
</TABLE>


                                       7

<PAGE>   8

Index to Exhibits

<TABLE>
<CAPTION>
Item No.                                Description of Item
--------       -----------------------------------------------------------------------
<S>            <C>
   4           Executive Deferred Compensation Plan

   5           Opinion of Heller Ehrman White & McAuliffe

  23.1         Consent of Heller Ehrman White & McAuliffe (filed as part of Exhibit 5)

  23.2         Consent of PricewaterhouseCoopers LLP, Independent Accountants

  24           Power of Attorney (see pages 6 and 7)
</TABLE>


                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25216}]
{"company-data": {"conformed-name": "RAYCHEM CORP", "cik": "0000082206", "assigned-sic": "3640", "irs-number": "951778500", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69257", "film-number": "98772297"}, "business-address": {"street1": "300 CONSTITUTION DRIVE", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6503613333"}, "mail-address": {"street1": "141 SPRING STREET", "city": "LEXINGTON", "state": "MA", "zip": "02421"}, "former-company": {"former-conformed-name": "RAYTHERM CORP", "date-changed": "19720526"}}
1

   As filed with the Securities and Exchange Commission on December 18, 1998.
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               RAYCHEM CORPORATION
                               -------------------
             (Exact name of Registrant as specified in its charter)
Delaware                                             94-1369731
            --------                                             ----------
(State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                              identification No.)
300 Constitution Drive, Menlo Park, California 94025
              ----------------------------------------------------
                    (Address of principal executive offices)

                      EXECUTIVE DEFERRED COMPENSATION PLAN
                      ------------------------------------
                            (Full title of the plan)

                               Richard A. Kashnow
                               Raychem Corporation
                             300 Constitution Drive
                          Menlo Park, California 94025
                          ----------------------------
                     (Name and address of agent for service)

                                 (650) 361-3333
                                 --------------
          (Telephone number, including area code, of agent for service)

                            Copy to: Sarah A. O'Dowd
                         Heller Ehrman White & McAuliffe
                              525 University Avenue
                        Palo Alto, California 94301-1908
                                 (650) 324-7000
CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                 Proposed                Proposed 
Title of securities        Amount to be       maximum offering       maximum aggregate        Amount of
to be registered(1)         registered       price per share(2)       offering price       registration fee
-----------------------------------------------------------------------------------------------------------
Deferred
   Compensation
    Obligations            $10,000,000             100%                 $10,000,000           $2,780.00
===========================================================================================================
(1)  The Deferred Compensation Obligations are unsecured obligations of Raychem
     Corporation to pay deferred compensation in the future in accordance with
     the terms of the Raychem Corporation Executive Deferred Compensation Plan
     for a select group of eligible employees.

(2)  Estimated solely for the purpose of determining the registration fee.
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed or to be filed with the Securities and
Exchange Commission by Raychem Corporation ("Registrant") are incorporated by
reference in this registration statement:

     (a)  The Registrant's latest annual report (Form 10-K) filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act"), that contains
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed; and

     (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above.

     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 securities offered hereby 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 thereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

     Capitalized terms used without definition herein have the meanings assigned
in the Registrant's Executive Deferred Compensation Plan (the "Plan"). The Plan
allows Participants to submit elections to defer compensation, including
elections as to the amount to be deferred and the timing and manner of
distribution, before the start of the fiscal year in which the compensation will
be earned (or in the case of the year in which the Plan is adopted, within 30
days after selection as a Participant).

     The Deferral Amounts represent unsecured general obligations of the
Registrant to pay deferred compensation (plus any net investment earnings
attributable thereto) in the future in accordance with the terms of the Plan and
the Trust Agreement between the Registrant and Boston Safe Deposit and Trust
Company of California as trustee (the "Trustee") dated as of April 6, 1995 (the
"Trust Agreement") thereunder. In the event of the Insolvency of the Registrant,
the trust fund established under the Trust Agreement (the "Trust") shall be
subject to the claims of the general creditors of the Registrant. In such event,
all Participants and Beneficiaries shall constitute unsecured general creditors
of the Registrant with respect to amounts otherwise payable thereunder and shall
have no special or priority claim with respect to the assets held in the Trust.

     The amount of compensation deferred by each Participant (the "Deferral
Amount") is determined in accordance with the Plan based on the Participant's
elections. Subject to the provisions of the Plan relating to Insolvency and to
the terms of any Subsequent Deferral Elections or Optional Distribution
Elections made by a Participant, the Deferral Amounts (plus any net investment
earnings attributable thereto) will be payable as soon as practicable after a
Determination Date that is, in general, the last business day of a December
selected by the Participant. Under the Plan, Deferral Amounts may be invested in
one or more investment funds available under the Plan. Each Participant under
the Plan will have a separate Deferred Compensation Account (as such term is
defined in the Plan), and each Participant's Deferred Compensation Account will
be valued separately. Any earnings and realized and unrealized gains
attributable to a Participant's Deferred Compensation Account shall be credited
to such Account on a segregated basis, and any amounts distributed from, any
realized losses incurred by, and any expenses and fees properly chargeable to, a
Participant's Deferred Compensation Account shall be charged against such
Account on a segregated basis.

     Except as set forth in the Plan, or as otherwise provided by applicable
law, the interest of any person in the Plan, in the Trust, or in any
distribution to be made under the Plan may not be assigned, pledged, alienated,
anticipated, or otherwise encumbered (either at law or in equity) and shall not
be subject to attachment, bankruptcy, garnishment, levy, execution, or other
legal or equitable process. Each Participant in the Plan has the right to

                                       2
3

designate a Beneficiary to receive the balance, if any, of the Participant's
Deferred Compensation Account at the time of the Participant's death and shall
have the right at any time to revoke such designation or to substitute another
such Beneficiary.

     The Registrant's Board of Directors has the right to amend or terminate the
Plan at any time and for any reason, provided, however, that no amendment or
termination of the Plan shall reduce any Participant's or Beneficiary's rights
or benefits accrued under the Plan before the date the amendment is adopted or
the Plan is terminated, as appropriate, including the Participant's or
Beneficiary's right to payment of the balance of his Deferred Compensation
Account as of such date.

     The Deferral Amounts are not convertible into another security of the
Registrant. Boston Safe Deposit and Trust Company has been appointed as Trustee
pursuant to the Trust Agreement to take action with respect to the Deferral
Amounts. Pursuant to the Trust Agreement, the Trustee shall be directed by the
Plan Administrator with respect to the investment of Trust assets in accordance
with the investment decisions of the Participants (and, if applicable,
Beneficiaries), and the Trustee will follow such directions.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his fiduciary duty as a director, except in the case where the director breached
his duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or
approved a stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit. The Registrant's Amended and Restated Certificate
of Incorporation contains a provision that eliminates directors' personal
liability as set forth above.

     Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at its request in such capacity in another
corporation or business association against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     In addition, Article 8 of the Registrant's Amended and Restated Certificate
of Incorporation provides as follows:

     Limitation of Liability and Indemnification of Directors.

     A.   Elimination of Certain Liability of Directors. A director of the
Corporation shall not be personally liable to the Corporation or its 
stockholders for monetary damages for beach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

     B.   Indemnification and Insurance

          (1)  Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding") by reason of the fact that he or she, or a person
of whom he or she is the legal 

                                       3
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representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit plans), whether
the basis of the proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, Employee
Retirement Income Security Act of 1974 excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of the final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service with respect to an
employee benefit plan) in advance of the final disposition of the proceeding,
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if
ultimately it shall be determined that such director or officer is not entitled
to be indemnified under this Section or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

          (2)  Nonexclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provisions of
this Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

          (3)  Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

     The Registrant has purchased directors and officers liability insurance 
which would indemnify the directors and officers of the Registrant against
damages arising out of certain kinds of claims which might be made against them
based on their negligent acts or omissions while acting in their capacity as
such.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8. EXHIBITS
4         Executive Deferred Compensation Plan

     5         Opinion of Heller Ehrman White & McAuliffe

    23.1       Consent of Heller Ehrman White & McAuliffe (filed as part of Exhibit 5)

    23.2       Consent of PricewaterhouseCoopers LLP, Independent Accountants

    24         Power of Attorney (see pages 6 and 7)
4
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ITEM 9. UNDERTAKINGS

     The undersigned hereby undertakes:

     (1)  To file, during any period in which offers and 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on 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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, 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.

     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
Securities Exchange Act of 1934, as amended (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6 above, 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 a 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 of 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.

                                       5
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                                   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 Menlo Park, State of California, on this 17th day of
December, 1998.

                                                   RAYCHEM CORPORATION

                                                   /s/ Richard A. Kashnow
                                                   -----------------------------
                                                   Richard A. Kashnow, President
                                                   and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Richard
A. Kashnow and Raymond J. Sims his or her true and lawful attorneys in fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post effective amendments)
to the Registration Statement, and to sign any registration statement for the
same offering covered by this Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and all post effective amendments thereto, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the
capacities as of December 17, 1998.
/s/ Richard A. Kashnow        President, Chairman of the Board    December 17, 1998
---------------------------   and Chief Executive Officer
Richard A. Kashnow            (Principal Executive Officer)

/s/ Raymond J. Sims           Senior Vice President and Chief     December 17, 1998
---------------------------   Financial Officer (Principal
Raymond J. Sims               Financial Officer)

/s/ Diedra D. Barsotti        Vice President and Controller       December 17, 1998
---------------------------   (Principal Accounting Officer)
Diedra D. Barsotti 

/s/ Richard Dulude            Director                            December 17, 1998
---------------------------
Richard Dulude

/s/ James F. Gibbons          Director                            December 17, 1998
---------------------------
James F. Gibbons
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/s/ John P. McTague           Director                            December 17, 1998
---------------------------
John P. McTague

/s/ Dean O. Morton            Director                            December 17, 1998
---------------------------
Dean O. Morton

/s/ Isaac Stein               Director                            December 17, 1998
---------------------------
Isaac Stein

/s/ Chang-Lin Tien            Director                            December 17, 1998
---------------------------
Chang-Lin Tien

/s/ Cyril J. Yansouni         Director                            December 17, 1998
---------------------------
Cyril J. Yansouni
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Index to Exhibits
Item No.                                Description of Item
--------       -----------------------------------------------------------------------
4           Executive Deferred Compensation Plan

   5           Opinion of Heller Ehrman White & McAuliffe

  23.1         Consent of Heller Ehrman White & McAuliffe (filed as part of Exhibit 5)

  23.2         Consent of PricewaterhouseCoopers LLP, Independent Accountants

  24           Power of Attorney (see pages 6 and 7)
8