<PAGE>   1
      As filed with the Securities and Exchange Commission on May 13, 1998
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   -----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                           K-TRON INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          New Jersey                                    22-1759452
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
 Incorporation or Organization)

         Routes 55 and 553
         Pitman, New Jersey                            08071-0888
(Address of Principal Executive Offices)               (Zip Code)

                              AMENDED AND RESTATED
                           K-TRON INTERNATIONAL, INC.
                          1996 EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)

                              EDWARD B. CLOUES, II
                             Chief Executive Officer
                           K-Tron International, Inc.
                                Routes 55 and 553
                          Pitman, New Jersey 08071-0888
                     (Name and Address of Agent for Service)

                                 (609) 589-0500
          (Telephone Number, Including Area Code, of Agent For Service)
                                   -----------
                         Copy of all communications to:
                                 TIMOTHY MAXWELL
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                           Philadelphia, PA 19103-6993
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================
                                                     Proposed
    Title of                                          maximum
   securities                    Proposed maximum    aggregate
     to be        Amount to be    offering price  offering price     Amount of
   registered      registered     per share (1)         (1)       registration fee
--------------------------------------------------------------------------------
<S>                  <C>                <C>              <C>             <C>    
Common Stock,
$.01                 150,000            $19.25           $2,887,500      $852
par value           shares(2)
================================================================================
</TABLE>

(1)   Estimated pursuant to Rule 457(h) solely for the purpose of calculating
      the registration fee, based upon the average of the high and low sales
      prices of shares of Common Stock on May 7, 1998, as reported on the
      Nasdaq National Market.

(2)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      registration statement also covers such additional shares as may hereafter
      be offered or issued to prevent dilution resulting from stock splits,
      stock dividends, recapitalizations or certain other capital adjustments.


<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents as filed by K-Tron International, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement:

           (a) The Registrant's Annual Report on Form 10-K for the fiscal year
      ended January 3, 1998.

           (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
      quarter ended April 4, 1998.

           (c) The description of the Registrant's shares of common stock, $.01
      par value (the "Common Stock"), set forth in the Registrant's registration
      statement on Form 8-A, filed by the Registrant with the Commission on
      March 19, 1981 to register such securities under the Exchange Act, as
      updated by Item 5 of the Registrant's current report on Form 8-K, dated
      October 3, 1991.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date of this registration statement
and prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document that is also incorporated by reference herein)
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.

      Experts.

      The consolidated financial statements of the Registrant and its
subsidiaries as of January 3, 1998 and for the fiscal years ended January 3,
1998, December 28, 1996 and December 30, 1995 included in the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 3, 1998
incorporated by reference in this registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports. Future consolidated
financial statements of the Registrant and the reports thereon of Arthur
Andersen LLP also will be incorporated by reference in this registration
statement in reliance upon the authority of that firm as experts in giving those
reports to the extent that said firm has audited those consolidated financial
statements and consented to the use of their reports thereon.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

                                        1


<PAGE>   3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The By-Laws of the Registrant generally provide for the mandatory
indemnification of directors, officers and other corporate agents to the fullest
extent permitted by the New Jersey Business Corporation Act, as amended
("NJBCA"), as do various indemnification agreements entered into by the Company
and its directors and certain officers.

      The NJBCA generally provides that a New Jersey corporation has the power
to indemnify a director, officer or other agent against his or her expenses and
liabilities in connection with any proceedings involving the director, officer
or agent by reason of his or her being or having been such a director, officer
or agent other than proceedings by or in the right of the corporation, if such
director, officer or agent acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation; and with respect to any criminal proceeding, such director, officer
or agent had no reasonable cause to believe that his or her conduct was
unlawful.

      The indemnification and advancement of expenses shall not exclude any
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to which
a director, officer or agent may be entitled under a certificate of
incorporation, bylaw, agreement, vote of shareholders or otherwise; provided
that no indemnification shall be made to or on behalf of a director, officer or
agent if a judgment or other final adjudication adverse to the director, officer
or agent establishes that his or her acts or omissions (a) were in breach of his
or her duty of loyalty to the corporation or its shareholders, (b) were not in
good faith or involved a knowing violation of law or (c) resulted in receipt by
the director, officer or agent of an improper personal benefit.

      In addition, the Registrant's Restated Certificate of Incorporation
provides that directors and officers of the Registrant shall not be personally
liable to the Registrant or its shareholders for damages for breach of any duty
owed to the Registrant or its shareholders, except that a director or officer
shall not be relieved from liability for any breach of duty based upon an act or
omission (a) in breach of such person's duty of loyalty to the Registrant or its
shareholders, (b) not in good faith or involving a knowing violation of law or
(c) resulting in receipt by such person of an improper personal benefit.

      The Registrant has purchased directors and officers indemnity insurance
coverage.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                        2


<PAGE>   4
ITEM 8.  EXHIBITS.

      The following is a list of exhibits filed as part of this registration
statement. Where so indicated by footnote, exhibits which were previously filed
are incorporated by reference. For exhibits incorporated by reference, the
location of the exhibit in the previous filing is indicated in parentheses.

<TABLE>
<CAPTION>
Exhibit
Number     Exhibit
-------    -------
<S>        <C>    

 4         Rights Agreement dated as of October 3, 1991 with First Interstate
           Bank of Arizona, N.A., as Rights Agent (Filed as Exhibit 1 to the
           Company's report on Form 8-K dated October 3, 1991 and incorporated
           herein by reference)

 5         Opinion of Morgan, Lewis & Bockius LLP

 23.1      Consent of Arthur Andersen LLP

 23.2      Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)

 24        Power of Attorney (included on signature page of this registration
           statement)

 99        Amended and Restated K-Tron International, Inc. 1996
           Equity Compensation Plan
</TABLE>

ITEM 9.  UNDERTAKINGS.

      (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

           Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 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 of 1933, 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 that remain unsold at the
termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section

                                        3


<PAGE>   5
15(d) of the Exchange Act (and each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in 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.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        4


<PAGE>   6
                        SIGNATURES AND POWER OF ATTORNEY

      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 Pitman, New Jersey, on this 12th day of May, 1998.

                               K-TRON INTERNATIONAL, INC.

                               By:  \s\ Edward B. Cloues, II
                                    ------------------------
                                    Edward B. Cloues, II
                                    Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edward B. Cloues, II and Robert L.Weinberg, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration
statement, and to file the same, 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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act 1933, this registration
statement and Power of Attorney have been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
     Signatures                            Title                                                Date
     ----------                            -----                                                ----

<S>                              <C>                                                      <C>
\s\ Edward B. Cloues, II         Chief Executive Officer                                  May 12, 1998
--------------------------       (principal executive officer) and
Edward B. Cloues, II             Chairman of the Board of Directors



\s\ Robert L. Weinberg           Senior Executive Vice President, Chief                   May 12, 1998
--------------------------       Financial Officer and Treasurer (principal
Robert L. Weinberg               financial officer)



\s\ Alan R. Sukoneck             Vice President, Chief Accounting and Tax                 May 12, 1998
---------------------            Officer (principal accounting officer)
 Alan R. Sukoneck    



\s\ Leo C. Beebe                              Director                                    May 12, 1998
---------------------
Leo C. Beebe



\s\ Norman Cohen                              Director                                    May 12, 1998
---------------------
Norman Cohen

</TABLE>


                                        5


<PAGE>   7


<TABLE>
<CAPTION>
     Signatures                            Title                            Date
     ----------                            -----                            ----
<S>                                       <C>                         <C>
\s\ Richard J. Pinola                     Director                    May 12, 1998
------------------------
Richard J. Pinola



\s\ Hans-Jurg Schurmann                   Director                    May 12, 1998
------------------------
Hans-Jurg Schurmann



\s\ Jean Head Sisco                       Director                    May 12, 1998
------------------------
Jean Head Sisco



\s\ Johannes Wirth
------------------------
Johannes Wirth                            Director                    May 12, 1998
</TABLE>



                                        6


<PAGE>   8
                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number     Exhibit
-------    -------
<S>        <C>

 4         Rights Agreement dated as of October 3, 1991 with First Interstate
           Bank of Arizona, N.A., as Rights Agent (Filed as Exhibit 1 to the
           Company's report on Form 8-K dated October 3, 1991 and incorporated
           herein by reference)

 5         Opinion of Morgan, Lewis & Bockius LLP

 23.1      Consent of Arthur Andersen LLP

 23.2      Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)

 24        Power of Attorney (included on signature page of this registration
           statement)

 99        Amended and Restated K-Tron International, Inc. 1996
           Equity Compensation Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR K-TRON INTERNATIONAL, INC.", "secsgml_size_bytes": 19162}]
{"company-data": {"conformed-name": "K TRON INTERNATIONAL INC", "cik": "0000000020", "assigned-sic": "3823", "irs-number": "221759452", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52523", "film-number": "98618115"}, "business-address": {"street1": "ROUTE 55 & 553", "street2": "BOX 888", "city": "PITMAN", "state": "NJ", "zip": "08071-0888", "phone": "6096616240"}, "mail-address": {"street1": "ROUTE 55 & 553", "street2": "P O BOX 888", "city": "PITMAN", "state": "NJ", "zip": "08071-0888"}}
1
      As filed with the Securities and Exchange Commission on May 13, 1998
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   -----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                           K-TRON INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          New Jersey                                    22-1759452
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
 Incorporation or Organization)

         Routes 55 and 553
         Pitman, New Jersey                            08071-0888
(Address of Principal Executive Offices)               (Zip Code)

                              AMENDED AND RESTATED
                           K-TRON INTERNATIONAL, INC.
                          1996 EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)

                              EDWARD B. CLOUES, II
                             Chief Executive Officer
                           K-Tron International, Inc.
                                Routes 55 and 553
                          Pitman, New Jersey 08071-0888
                     (Name and Address of Agent for Service)

                                 (609) 589-0500
          (Telephone Number, Including Area Code, of Agent For Service)
                                   -----------
                         Copy of all communications to:
                                 TIMOTHY MAXWELL
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                           Philadelphia, PA 19103-6993
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                     Proposed
    Title of                                          maximum
   securities                    Proposed maximum    aggregate
     to be        Amount to be    offering price  offering price     Amount of
   registered      registered     per share (1)         (1)       registration fee
--------------------------------------------------------------------------------
Common Stock,
$.01                 150,000            $19.25           $2,887,500      $852
par value           shares(2)
================================================================================
(1)   Estimated pursuant to Rule 457(h) solely for the purpose of calculating
      the registration fee, based upon the average of the high and low sales
      prices of shares of Common Stock on May 7, 1998, as reported on the
      Nasdaq National Market.

(2)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      registration statement also covers such additional shares as may hereafter
      be offered or issued to prevent dilution resulting from stock splits,
      stock dividends, recapitalizations or certain other capital adjustments.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents as filed by K-Tron International, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement:

           (a) The Registrant's Annual Report on Form 10-K for the fiscal year
      ended January 3, 1998.

           (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
      quarter ended April 4, 1998.

           (c) The description of the Registrant's shares of common stock, $.01
      par value (the "Common Stock"), set forth in the Registrant's registration
      statement on Form 8-A, filed by the Registrant with the Commission on
      March 19, 1981 to register such securities under the Exchange Act, as
      updated by Item 5 of the Registrant's current report on Form 8-K, dated
      October 3, 1991.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date of this registration statement
and prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document that is also incorporated by reference herein)
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.

      Experts.

      The consolidated financial statements of the Registrant and its
subsidiaries as of January 3, 1998 and for the fiscal years ended January 3,
1998, December 28, 1996 and December 30, 1995 included in the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 3, 1998
incorporated by reference in this registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports. Future consolidated
financial statements of the Registrant and the reports thereon of Arthur
Andersen LLP also will be incorporated by reference in this registration
statement in reliance upon the authority of that firm as experts in giving those
reports to the extent that said firm has audited those consolidated financial
statements and consented to the use of their reports thereon.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

                                        1
3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The By-Laws of the Registrant generally provide for the mandatory
indemnification of directors, officers and other corporate agents to the fullest
extent permitted by the New Jersey Business Corporation Act, as amended
("NJBCA"), as do various indemnification agreements entered into by the Company
and its directors and certain officers.

      The NJBCA generally provides that a New Jersey corporation has the power
to indemnify a director, officer or other agent against his or her expenses and
liabilities in connection with any proceedings involving the director, officer
or agent by reason of his or her being or having been such a director, officer
or agent other than proceedings by or in the right of the corporation, if such
director, officer or agent acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation; and with respect to any criminal proceeding, such director, officer
or agent had no reasonable cause to believe that his or her conduct was
unlawful.

      The indemnification and advancement of expenses shall not exclude any
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to which
a director, officer or agent may be entitled under a certificate of
incorporation, bylaw, agreement, vote of shareholders or otherwise; provided
that no indemnification shall be made to or on behalf of a director, officer or
agent if a judgment or other final adjudication adverse to the director, officer
or agent establishes that his or her acts or omissions (a) were in breach of his
or her duty of loyalty to the corporation or its shareholders, (b) were not in
good faith or involved a knowing violation of law or (c) resulted in receipt by
the director, officer or agent of an improper personal benefit.

      In addition, the Registrant's Restated Certificate of Incorporation
provides that directors and officers of the Registrant shall not be personally
liable to the Registrant or its shareholders for damages for breach of any duty
owed to the Registrant or its shareholders, except that a director or officer
shall not be relieved from liability for any breach of duty based upon an act or
omission (a) in breach of such person's duty of loyalty to the Registrant or its
shareholders, (b) not in good faith or involving a knowing violation of law or
(c) resulting in receipt by such person of an improper personal benefit.

      The Registrant has purchased directors and officers indemnity insurance
coverage.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                        2
4
ITEM 8.  EXHIBITS.

      The following is a list of exhibits filed as part of this registration
statement. Where so indicated by footnote, exhibits which were previously filed
are incorporated by reference. For exhibits incorporated by reference, the
location of the exhibit in the previous filing is indicated in parentheses.
Exhibit
Number     Exhibit
-------    -------
4         Rights Agreement dated as of October 3, 1991 with First Interstate
           Bank of Arizona, N.A., as Rights Agent (Filed as Exhibit 1 to the
           Company's report on Form 8-K dated October 3, 1991 and incorporated
           herein by reference)

 5         Opinion of Morgan, Lewis & Bockius LLP

 23.1      Consent of Arthur Andersen LLP

 23.2      Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)

 24        Power of Attorney (included on signature page of this registration
           statement)

 99        Amended and Restated K-Tron International, Inc. 1996
           Equity Compensation Plan
ITEM 9.  UNDERTAKINGS.

      (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

           Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 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 of 1933, 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 that remain unsold at the
termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section

                                        3
5
15(d) of the Exchange Act (and each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in 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.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        4
6
                        SIGNATURES AND POWER OF ATTORNEY

      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 Pitman, New Jersey, on this 12th day of May, 1998.

                               K-TRON INTERNATIONAL, INC.

                               By:  \s\ Edward B. Cloues, II
                                    ------------------------
                                    Edward B. Cloues, II
                                    Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edward B. Cloues, II and Robert L.Weinberg, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration
statement, and to file the same, 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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act 1933, this registration
statement and Power of Attorney have been signed by the following persons in the
capacities and on the date indicated.
Signatures                            Title                                                Date
     ----------                            -----                                                ----
\s\ Edward B. Cloues, II         Chief Executive Officer                                  May 12, 1998
--------------------------       (principal executive officer) and
Edward B. Cloues, II             Chairman of the Board of Directors

\s\ Robert L. Weinberg           Senior Executive Vice President, Chief                   May 12, 1998
--------------------------       Financial Officer and Treasurer (principal
Robert L. Weinberg               financial officer)

\s\ Alan R. Sukoneck             Vice President, Chief Accounting and Tax                 May 12, 1998
---------------------            Officer (principal accounting officer)
 Alan R. Sukoneck    

\s\ Leo C. Beebe                              Director                                    May 12, 1998
---------------------
Leo C. Beebe

\s\ Norman Cohen                              Director                                    May 12, 1998
---------------------
Norman Cohen
5
7
Signatures                            Title                            Date
     ----------                            -----                            ----
\s\ Richard J. Pinola                     Director                    May 12, 1998
------------------------
Richard J. Pinola

\s\ Hans-Jurg Schurmann                   Director                    May 12, 1998
------------------------
Hans-Jurg Schurmann

\s\ Jean Head Sisco                       Director                    May 12, 1998
------------------------
Jean Head Sisco

\s\ Johannes Wirth
------------------------
Johannes Wirth                            Director                    May 12, 1998
6
8
                                INDEX TO EXHIBITS
Exhibit
Number     Exhibit
-------    -------
4         Rights Agreement dated as of October 3, 1991 with First Interstate
           Bank of Arizona, N.A., as Rights Agent (Filed as Exhibit 1 to the
           Company's report on Form 8-K dated October 3, 1991 and incorporated
           herein by reference)

 5         Opinion of Morgan, Lewis & Bockius LLP

 23.1      Consent of Arthur Andersen LLP

 23.2      Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)

 24        Power of Attorney (included on signature page of this registration
           statement)

 99        Amended and Restated K-Tron International, Inc. 1996
           Equity Compensation Plan