<PAGE>   1
     As filed with the Securities and Exchange Commission on April 27, 1995
                                                            Registration No. 33-

                       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                    94025-1164
- ----------------------------------------------                    ----------
  (Address of Principal Executive Offices)                        (Zip Code)

            AMENDED AND RESTATED 1984 EMPLOYEE STOCK PURCHASE PLAN;
      AMENDED AND RESTATED 1985 SUPPLEMENTAL EMPLOYEE STOCK PURCHASE PLAN
      --------------------------------------------------------------------
                           (Full Title of the Plans)

                                Robert J. Vizas
                              Raychem Corporation
                             300 Constitution Drive
                       Menlo Park, California 94025-1164
                    ---------------------------------------
                    (Name and Address of Agent For Service)

                                 (415) 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
                                 (415) 324-7000

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================
                                    Proposed        Proposed
   Title of                          Maximum        Maximum
  Securities          Amount        Offering       Aggregate        Amount of
     to be            to be        Price Per        Offering      Registration
  Registered        Registered      Share (1)      Price (1)           Fee
- -----------------------------------------------------------------------------
<S>                  <C>             <C>          <C>               <C>
 Common Stock,
$1.00 par value      700,000         $35.19       $24,633,000       $8,494.14
==============================================================================
</TABLE>

         (1)     Estimated (solely for the purpose of calculating the
                 registration fee) on the basis of the average high and low
                 price of the registrant's Common Shares on the New York Stock
                 Exchange on April 21, 1995 (as reported in the Wall Street
                 Journal on April 24, 1995).
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                     STATEMENT REQUIRED IN CONNECTION WITH
                     REGISTRATION OF ADDITIONAL SECURITIES

                          This Registration Statement covers securities of the
         Registrant of the same class as other securities for which
         registration statements on Form S-8 relating to the Amended and
         Restated 1984 Employee Stock Purchase Plan and the Amended and
         Restated 1985 Supplemental Employee Stock Purchase Plan are effective.
         Pursuant to General Instruction E to Form S-8, the Registrant
         incorporates by reference the contents of these previously- filed
         registration statements:  Registration Nos. 2-92936, 2-60285, 2-60493,
         2-65677, 2-86166, 2-71329, 2-60493, 2-86165, 33-15117, 33-37580,
         33-37579, 33-45986, 33-59600 and 33-50737.


         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:





<PAGE>   3
                 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 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





<PAGE>   4
                 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 Company has purchased directors and officers liability
         insurance which would indemnify the directors and officers of the
         Company 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 8. EXHIBITS

           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 Price Waterhouse, Independent Accountants

          24              Power of Attorney (see pages 6-7)

          99.1            Amended and Restated 1984 Employee Stock Purchase Plan

          99.2            Amended and Restated 1985 Supplemental Employee Stock
                          Purchase Plan


         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 of 1933, as amended
                 ("Securities Act");





<PAGE>   5
                          (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-3, 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.

                 (4)      If the registrant is a foreign private issuer, to
         file a post-effective amendment to the registration statement to
         include any financial statements required by rule 3-19 of Regulation
         S-X at the start of any delayed offering or throughout a continuous
         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





<PAGE>   6
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.





<PAGE>   7
                                   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 27th
day of April, 1995.

                                        RAYCHEM CORPORATION



                                        By: /s/ ROBERT J. SALDICH
                                            -------------------------------
                                            Robert J. Saldich, President
                                            and Chief Executive Officer


                      POWER OF ATTORNEY TO SIGN AMENDMENTS

                 KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint Robert J. Saldich,
Raymond J. Sims and Robert J. Vizas, and each of them, with full power of
substitution and full power to act without the other such person's true and
lawful attorney-in-fact and agent for such person in such person's name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 in order to effectuate the same as fully, to all intents
and purposes, as they or such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.

                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the dates indicated.




/s/    ROBERT J. SALDICH            President, Chief              April 27, 1995
- ----------------------------        Executive Officer and
       Robert J. Saldich            Director (Principal
                                    Executive Officer)






<PAGE>   8



<TABLE>
<S>   <C>                         <C>                             <C>
/s/   RAYMOND J. SIMS             Senior Vice President and       April 27, 1995
- ------------------------------    Chief Financial Officer
      Raymond J. Sims             (Principal Financial
                                  Officer)
                                  


/s/   DEIDRA D. BARSOTTI          Vice President and              April 27, 1995
- ------------------------------    Controller (Principal 
      Deidra D. Barsotti          Accounting Officer)
                                  


/s/   PAUL M. COOK                Chairman of the Board           April 27, 1995
- ------------------------------
      Paul M. Cook



/s/   RICHARD DULUDE              Director                        April 27, 1995
- ------------------------------
      Richard Dulude



/s/   JAMES F. GIBBONS            Director                        April 27, 1995
- ------------------------------
      James F. Gibbons



/s/   JOHN P. McTAGUE             Director                        April 27, 1995
- ------------------------------
      John P. McTague



/s/   DEAN O. MORTON              Director                        April 27, 1995
- ------------------------------
      Dean O. Morton



/s/   ISAAC STEIN                 Director                        April 27, 1995
- ------------------------------
      Isaac Stein



/s/   CYRIL J. YANSOUNI           Director                        April 27, 1995
- ------------------------------
      Cyril J. Yansouni
</TABLE>





<PAGE>   9
                               Index to Exhibits

<TABLE>
<CAPTION>
                                                                     Sequential
Exhibit         Title                                                 Page No.
- -------         -----                                                 --------
 <S>            <C>                                                      <C>
  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 Price Waterhouse LLP,
                Independent Accountants

 24             Power of Attorney                                        6-7

 99.1           Amended and Restated 1984 Employee Stock
                Purchase Plan

 99.2           Amended and Restated 1985 Supplemental Employee
                Stock Purchase Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23319}]
{"company-data": {"conformed-name": "RAYCHEM CORP", "cik": "0000082206", "assigned-sic": "3640", "irs-number": "941369731", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58869", "film-number": "95532008"}, "business-address": {"street1": "300 CONSTITUTION DR", "street2": "MS 120/8502", "city": "MENLO PARK", "state": "CA", "zip": "94025-1164", "phone": "4153613333"}, "mail-address": {"street1": "300 CONSTITUTION DRIVE", "street2": "MS 120/8502", "city": "MENLO PARK", "state": "CA", "zip": "94025-1164"}, "former-company": {"former-conformed-name": "RAYTHERM CORP", "date-changed": "19720526"}}
1
     As filed with the Securities and Exchange Commission on April 27, 1995
                                                            Registration No. 33-

                       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                    94025-1164
- ----------------------------------------------                    ----------
  (Address of Principal Executive Offices)                        (Zip Code)

            AMENDED AND RESTATED 1984 EMPLOYEE STOCK PURCHASE PLAN;
      AMENDED AND RESTATED 1985 SUPPLEMENTAL EMPLOYEE STOCK PURCHASE PLAN
      --------------------------------------------------------------------
                           (Full Title of the Plans)

                                Robert J. Vizas
                              Raychem Corporation
                             300 Constitution Drive
                       Menlo Park, California 94025-1164
                    ---------------------------------------
                    (Name and Address of Agent For Service)

                                 (415) 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
                                 (415) 324-7000

                        CALCULATION OF REGISTRATION FEE
=============================================================================
                                    Proposed        Proposed
   Title of                          Maximum        Maximum
  Securities          Amount        Offering       Aggregate        Amount of
     to be            to be        Price Per        Offering      Registration
  Registered        Registered      Share (1)      Price (1)           Fee
- -----------------------------------------------------------------------------
Common Stock,
$1.00 par value      700,000         $35.19       $24,633,000       $8,494.14
==============================================================================
(1)     Estimated (solely for the purpose of calculating the
                 registration fee) on the basis of the average high and low
                 price of the registrant's Common Shares on the New York Stock
                 Exchange on April 21, 1995 (as reported in the Wall Street
                 Journal on April 24, 1995).
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                     STATEMENT REQUIRED IN CONNECTION WITH
                     REGISTRATION OF ADDITIONAL SECURITIES

                          This Registration Statement covers securities of the
         Registrant of the same class as other securities for which
         registration statements on Form S-8 relating to the Amended and
         Restated 1984 Employee Stock Purchase Plan and the Amended and
         Restated 1985 Supplemental Employee Stock Purchase Plan are effective.
         Pursuant to General Instruction E to Form S-8, the Registrant
         incorporates by reference the contents of these previously- filed
         registration statements:  Registration Nos. 2-92936, 2-60285, 2-60493,
         2-65677, 2-86166, 2-71329, 2-60493, 2-86165, 33-15117, 33-37580,
         33-37579, 33-45986, 33-59600 and 33-50737.

         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:
3
                 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 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
4
                 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 Company has purchased directors and officers liability
         insurance which would indemnify the directors and officers of the
         Company 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 8. EXHIBITS

           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 Price Waterhouse, Independent Accountants

          24              Power of Attorney (see pages 6-7)

          99.1            Amended and Restated 1984 Employee Stock Purchase Plan

          99.2            Amended and Restated 1985 Supplemental Employee Stock
                          Purchase Plan

         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 of 1933, as amended
                 ("Securities Act");
5
                          (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-3, 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.

                 (4)      If the registrant is a foreign private issuer, to
         file a post-effective amendment to the registration statement to
         include any financial statements required by rule 3-19 of Regulation
         S-X at the start of any delayed offering or throughout a continuous
         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
6
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
7
                                   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 27th
day of April, 1995.

                                        RAYCHEM CORPORATION

                                        By: /s/ ROBERT J. SALDICH
                                            -------------------------------
                                            Robert J. Saldich, President
                                            and Chief Executive Officer

                      POWER OF ATTORNEY TO SIGN AMENDMENTS

                 KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint Robert J. Saldich,
Raymond J. Sims and Robert J. Vizas, and each of them, with full power of
substitution and full power to act without the other such person's true and
lawful attorney-in-fact and agent for such person in such person's name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 in order to effectuate the same as fully, to all intents
and purposes, as they or such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.

                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the dates indicated.

/s/    ROBERT J. SALDICH            President, Chief              April 27, 1995
- ----------------------------        Executive Officer and
       Robert J. Saldich            Director (Principal
                                    Executive Officer)
8
/s/   RAYMOND J. SIMS             Senior Vice President and       April 27, 1995
- ------------------------------    Chief Financial Officer
      Raymond J. Sims             (Principal Financial
                                  Officer)
                                  

/s/   DEIDRA D. BARSOTTI          Vice President and              April 27, 1995
- ------------------------------    Controller (Principal 
      Deidra D. Barsotti          Accounting Officer)
                                  

/s/   PAUL M. COOK                Chairman of the Board           April 27, 1995
- ------------------------------
      Paul M. Cook

/s/   RICHARD DULUDE              Director                        April 27, 1995
- ------------------------------
      Richard Dulude

/s/   JAMES F. GIBBONS            Director                        April 27, 1995
- ------------------------------
      James F. Gibbons

/s/   JOHN P. McTAGUE             Director                        April 27, 1995
- ------------------------------
      John P. McTague

/s/   DEAN O. MORTON              Director                        April 27, 1995
- ------------------------------
      Dean O. Morton

/s/   ISAAC STEIN                 Director                        April 27, 1995
- ------------------------------
      Isaac Stein

/s/   CYRIL J. YANSOUNI           Director                        April 27, 1995
- ------------------------------
      Cyril J. Yansouni
9
                               Index to Exhibits
Sequential
Exhibit         Title                                                 Page No.
- -------         -----                                                 --------
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 Price Waterhouse LLP,
                Independent Accountants

 24             Power of Attorney                                        6-7

 99.1           Amended and Restated 1984 Employee Stock
                Purchase Plan

 99.2           Amended and Restated 1985 Supplemental Employee
                Stock Purchase Plan