As filed with the Securities and Exchange Commission on August 24, 1995
                                               Registration No. 33-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             _____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              _____________________

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

            Delaware                                      06-0864500
       (State or other juris-                          (I.R.S. Employer
       diction of incorporation                         Identification
       or organization)                                 Number)
                                Laurel Brook Road
                         Middlefield, Connecticut 06455
                                 (203) 347-8506
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                ZYGO CORPORATION
                              NON-EMPLOYEE DIRECTOR
                                STOCK OPTION PLAN
                            (full title of the plan)
                            ________________________

                                 GARY K. WILLIS
                      President and Chief Operating Officer
                                ZYGO CORPORATION
                                Laurel Brook Road
                         Middlefield, Connecticut 06455
                                 (203) 347-8506

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

           Copies of all communications, including all communications
                sent to the agent for service, should be sent to:

                                PAUL JACOBS, ESQ.
                           Fulbright & Jaworski L.L.P.
                                666 Fifth Avenue
                            New York, New York 10103
                                 (212) 318-3000
<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                        Proposed maximum       Proposed maximum       Amount of
Title of Securities to be        Amount to be           offering price per     aggregate offering     registration fee
registered                       registered(1)          unit(2)                price (3)
================================ ====================== ====================== ====================== ========================
<S>                              <C>                    <C>                    <C>                    <C>
Common Stock, $.10 par value
per share...........             300,000 shares         $26.875                $8,062,500             $2,781
================================ ====================== ====================== ====================== ========================
</TABLE>

(1)  An additional  indeterminable number of shares are also being registered to
     cover any adjustments required by anti-dilution provisions in the number of
     shares  issuable  upon the  exercise  of  options  granted  under  the Zygo
     Corporation  Non-Employee  Director  Stock Option Plan.

(2)  Calculated by dividing the proposed maximum offering price by the amount of
     shares to be registered.

(3)  The  price is  estimated  in  accordance  with  Rule  457(h)(1)  under  the
     Securities  Act of 1933, as amended,  solely for the purpose of calculating
     the registration fee and is the product resulting from multiplying 300,000,
     the  number  of  shares  of Common  Stock  registered  by the  Registration
     Statement  as to which  options may be granted  under the Zygo  Corporation
     Non-Employee Director Stock Option Plan by $26.875, the average of the high
     and low  prices of the Common  Stock as  reported  on the  Nasdaq  National
     Market on August 22, 1995.

================================================================================


<PAGE>


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS


     The document(s) containing the information called for in Part I of Form S-8
will be sent or given to individuals  awarded options under the Zygo Corporation
Non-Employee Director Stock Option Plan (the "Plan") adopted by Zygo Corporation
(the "Company" or the  "Registrant")  and is not being filed with or included in
this Form S-8 in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").


                                       1


<PAGE>


                                 187,500 Shares

                                ZYGO CORPORATION

                                  COMMON STOCK

     This Prospectus  relates to the offer and sale of up to 187,500 shares (the
"Shares") of Common Stock,  par value $0.10 per share (the "Common  Stock"),  of
Zygo  Corporation  ("Zygo" or the "Company") which are being offered for sale by
certain  selling  stockholders  (the  "Selling   Stockholders").   See  "Selling
Stockholders." The distribution of the Shares by the Selling Stockholders may be
effected  from time to time in one or more  transactions  for their own accounts
(which may include block  transactions) in the  over-the-counter  market, on the
National   Association  of  Securities   Dealers   Automated   Quotation  System
("NASDAQ"),  or on any exchange on which the Common Stock may then be listed, in
negotiated transactions,  through the writing of options on shares (whether such
options are listed on an options  exchange or  otherwise),  or a combination  of
such methods of sale,  at fixed prices  which may be changed,  at market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices or at  negotiated  prices.  The  Selling  Stockholders  may  effect  such
transactions  by  selling  Shares  to  or  through   broker-dealers,   and  such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions  from the Selling  Stockholders  and/or the purchasers of Shares for
whom such broker-dealers may act as agent or to whom they sell as principal,  or
both (which compensation as to a particular  broker-dealer might be in excess of
customary  commissions).  The Selling  Stockholders  may also  pledge  Shares as
collateral for margin  accounts and such Shares could be resold  pursuant to the
terms of such accounts.  The Selling Stockholders and any participating  brokers
and dealers may be deemed to be  "underwriters" as defined in the Securities Act
of 1933, as amended (the "Securities Act"). See "Selling Stockholders" and "Plan
of Distribution."

     The Company's Common Stock is traded on the Nasdaq Stock Market's  National
Market (the "National  Market") under the symbol "ZIGO." On August 22, 1995, the
closing sale price of the Common  Stock,  as listed on the  National  Market and
reported by the National  Quotation Bureau  Incorporated,  was $27 per share. On
July 20, 1995, the Company's  Board of Directors  declared a 3 for 2 stock split
effected  in the form of a 50% stock  dividend,  payable on August  21,  1995 to
stockholders  of record  at the close of  business  on  August 1,  1995.  Unless
otherwise  indicated,  the number of shares being offered for sale hereunder and
all share and option information  included in this Prospectus under the headings
"Selling  Stockholders"  and "Legal  Matters" has been  adjusted to reflect such
stock split as if it had occurred prior to the date as of which the  information
is given.

     None  of  the  proceeds  from  the  sale  of  the  Shares  by  the  Selling
Stockholders will be received by the Company. The Company has agreed to bear all
expenses in connection with the  registration of the Shares being offered by the
Selling Stockholders. See "Plan of Distribution." Brokerage commissions, if any,
attributable   to  the  sale  of  the  Shares  will  be  borne  by  the  Selling
Stockholders.

                             _____________________


     See "Risk  Factors" for certain  information  that should be  considered by
prospective investors.


<PAGE>


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this Prospectus is August 24, 1995


                                       -2-


<PAGE>


     No person is authorized in connection with the offering made hereby to give
any information or to make any  representation  not contained or incorporated by
reference  in  this  Prospectus  or a  supplement  to this  Prospectus,  and any
information  or  representation  not  contained or  incorporated  herein or in a
supplement to this  Prospectus must not be relied upon as having been authorized
by the Company or the Selling Stockholders. This Prospectus or any supplement to
this  Prospectus  does not constitute an offer to sell or a  solicitation  of an
offer to buy by any person in any  jurisdiction in which it is unlawful for such
person  to make  such  offer  or  solicitation.  Neither  the  delivery  of this
Prospectus  or a  supplement  to this  Prospectus  at any time nor any sale made
hereunder or  thereunder  shall under any  circumstance  imply that  information
contained herein is correct as of any date subsequent to its date.


                              AVAILABLE INFORMATION

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission")  a Registration  Statement on Form S-8 under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  with  respect to the Common  Stock
offered  hereby.  This Prospectus does not contain all the information set forth
in the  Registration  Statement and in the exhibits and schedules  thereto.  For
further  information  about  the  Company  and the  securities  offered  hereby,
reference is hereby made to the  Registration  Statement and to the exhibits and
schedules thereto. Statements contained in this Prospectus as to the contents of
any  contract or any other  document  are not  necessarily  complete and in each
instance  reference is made to the copy of such contract or document filed as an
exhibit to the  Registration  Statement,  each such statement being qualified in
all  respects  by such  reference.  Additionally,  the Company is subject to the
informational  requirements  of the Securities  Exchange Act of 1934, as amended
(the "Exchange  Act"),  and, in accordance  therewith,  files periodic  reports,
proxy  statements and other  information  with the Commission.  The Registration
Statement,  including  the  exhibits  and  schedules  thereto,  as  well as such
reports, proxy statements and other information filed with the Commission may be
inspected and copied at the Commission's Public Reference Room, Judiciary Plaza,
450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the following Regional
Offices of the Commission:  New York Regional Office, 75 Park Place, 14th Floor,
New York,  New York 10007,  and Chicago  Regional  Office,  Northwestern  Atrium
Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60601. Copies of
such  material  may  be  obtained  from  the  Public  Reference  Section  of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  at prescribed
rates.  Copies may also be  inspected  at the reading room of the library of the
National Association of Securities Dealers, Inc., 1735 K Street,  Washington, DC
20006.

     The Company  furnishes  its  stockholders  with annual  reports  containing
financial   statements  certified  by  independent   accountants   (prepared  in
accordance with accounting  principles  generally accepted in the United States)
and quarterly reports  containing  unaudited  financial data for the first three
quarters of its fiscal year, and intends to continue this policy.


                                       -3-


<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following  documents,  which  are on file  with the  Commission  (File  No.
0-12944),  are  incorporated  in this  Prospectus  by reference  and made a part
hereof:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1994, filed on September 28, 1994.

     (b) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended September 30, 1994, filed on November 4, 1994.

     (c) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended December 31, 1994, filed on February 7, 1995.

     (d) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended March 31, 1995, filed on May 11, 1995.

     (e) The Company's Current Report on Form 8-K, dated July 20, 1995, filed on
July 20, 1995.

     (f) The Company's  Current Report on Form 8-K, dated August 22, 1995, filed
on August 23, 1995.

     (g) The  description of the Company's  Common Stock  contained in Item 1 of
the Company's Registration Statement on Form 8-A dated October 26, 1984.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the respective dates of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Prospectus or any other subsequently filed document that is also incorporated by
reference  herein modifies or supersedes such statement.  Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

     The  Company  will  provide  without  charge  to each  person  to whom this
Prospectus is delivered,  upon written or oral request of such person, a copy of
any or all of the foregoing  documents  incorporated  herein by reference (other
than  exhibits  to  such  documents,   unless  such  exhibits  are  specifically
incorporated by reference into such  documents).  Written or telephone  requests
should  be  directed  to  Zygo  Corporation,  Laurel  Brook  Road,  Middlefield,
Connecticut 06455-0448,  Attention: Mark J. Bonney, Vice President,  Finance and
Administration, (203) 347-8506.


                                       -4-


<PAGE>


                                  RISK FACTORS

     In addition to the other  information  in this  Prospectus,  the  following
factors  should be  considered  carefully  in  evaluating  the  Company  and its
business before purchasing the shares of Common Stock offered hereby.

     Dependence on Cyclical Industries.  The Company's business is significantly
dependent  on  capital  expenditures  by  manufacturers  of  semiconductors  and
components for the computer disk drive industry.  These  industries are cyclical
and  have  historically   experienced   periods  of  oversupply,   resulting  in
significantly  reduced  demand for capital  equipment,  including  the  products
manufactured and marketed by the Company.  The Company's net sales and operating
results may be  materially  adversely  affected if downturns or slowdowns in the
semiconductor or computer disk drive markets occur in the future.

     Ability to Respond to  Technological  Change.  The Company's future success
will depend upon its ability to enhance its current  products and to develop and
introduce  new  products  that  keep pace with  technological  developments  and
evolving  industry  standards,  respond to changes in customer  requirements and
achieve market  acceptance.  Any failure by the Company to anticipate or respond
adequately  to  technological  developments  and customer  requirements,  or any
significant delays in product development or introduction, could have a material
adverse effect on the Company's business, operating results, financial condition
and  liquidity.  There  can be no  assurance  that Zygo  will be  successful  in
developing  and  marketing  new  products  and  services  or product and service
enhancements  on a  timely  basis  or  that  the  Company  will  not  experience
significant  delays  in  the  introduction  of new  products  and  services.  In
addition, there can be no assurance the new products and services or product and
service enhancements developed by the Company will achieve market acceptance.

     Dependence on  Proprietary  Technology.  The  Company's  success is heavily
dependent upon its  proprietary  technology.  There can be no assurance that the
steps  taken by the  Company  to  protect  its  proprietary  technology  will be
adequate to prevent  misappropriation of its technology by third parties or will
be adequate under the laws of some foreign countries,  which may not protect the
Company's proprietary rights to the same extent as do laws of the United States.
In  addition,  there can be no  assurance  that  third  parties  will not assert
successfully technology infringement claims against the Company.

     Risks  Associated  with  Potential  Acquisitions.  The  Company's  business
strategy  includes the  expansion of its  products  and  services,  which may be
effected through  acquisitions.  Acquisitions involve numerous risks,  including
difficulties in the  assimilation of the operations and products of the acquired
companies,  the ability to manage effectively  geographically  remote units, the
diversion of  management's  attention  from other  business  concerns,  risks of
entering  markets in which the Company has limited or no direct  experience  and
the potential loss of key  employees  of  the  acquired companies.  In addition,


                                       -5-


<PAGE>


acquisitions may involve the immediate  expenditure of significant  funds or the
issuance of  significant  shares of Common Stock,  or any  combination  thereof.
Although  management  expects to carefully  analyze any such opportunity  before
committing  the  Company's  resources,  there  can  be  no  assurance  that  any
acquisition  will  result in  long-term  benefits  to the Company or that Zygo's
management will be able to manage effectively the resulting businesses.

     Management  of Growth.  The Company is currently  experiencing  a period of
rapid growth and expansion,  which would be further intensified in the event the
Company is involved in a  significant  acquisition.  This growth  expansion  has
placed  and  could  continue  to place a  significant  strain  on the  Company's
personnel and other resources.  The Company's growth has resulted in an increase
in the level of responsibility for the Company's management  personnel.  Certain
of the  Company's  management  personnel  have had limited or no  experience  in
managing companies as large as or larger than the Company. The Company's ability
to manage growth effectively will require the Company to continue to improve its
operational,  management and financial  systems and controls and to successfully
train, motivate and manage its employees.  If the Company's management is unable
to manage growth  effectively,  the Company's  business,  results of operations,
financial condition and liquidity could be materially and adversely affected.

     Dependence on Key Personnel.  Zygo's success depends in large part upon the
continued  services  of  many  of  its  highly  skilled  personnel  involved  in
management,  research  and  development  and sales and  marketing,  and upon its
ability to  attract  and  retain  additional  highly  qualified  employees.  The
Company's employees may voluntarily  terminate their employment with the Company
at any time.  Competition  for such  personnel  is intense,  and there can be no
assurance  that  the  Company  will be  successful  in  retaining  its  existing
personnel or attracting and retaining additional personnel.

     Dependence  on  Third-Party  Suppliers.   Certain  of  the  components  and
subassemblies  included  in the  Company's  systems are  obtained  from a single
source or a limited  group of  suppliers.  Although the Company  seeks to reduce
dependence on sole and limited  source  suppliers in some cases,  the partial or
complete  loss of  certain  of these  sources  could  have at least a  temporary
adverse  effect on the  Company's  results of  operations  and  damage  customer
relationships.

     Relationship  With  Canon Inc.  and Canon  Sales  Co.,  Inc.  Prior to this
offering,  Canon Inc.  ("Canon") owns  approximately 20% of the Company's Common
Stock. In addition, one executive officer of Canon's U.S. subsidiary is a member
of the  Company's  Board of  Directors.  Canon and Canon  Sales Co.,  Inc.  is a
significant  customer of the  Company,  with  aggregate  sales by the Company to
these entities amounting to $9,550,000 and $7,740,000 for the fiscal years ended
June 30, 1995 and 1994, respectively.  In addition, Canon Sales Co., Inc. is the
Company's  exclusive  distributor  for sales of the  Company's  products  in the
Japanese market.


                                       -6-


<PAGE>


     Customer  Concentration.  Sales to the Company's  two largest  customers in
fiscal  1995  and  fiscal  1994   accounted  for  47%  and  41%  of  net  sales,
respectively.  During  these fiscal  years,  sales to Canon and Canon Sales Co.,
Inc.,  the  Company's   largest   customer  in  those  periods,   accounted  for
approximately 30% and 32%, respectively, of the Company's net sales. The Company
expects that sales to Canon and Canon Sales Co., Inc. will continue to represent
a significant  percentage of the Company's net sales for the foreseeable future.
During fiscal 1995,  sales to a manufacturer of computer disk drives and related
hardware and software  accounted  for  approximately  17% of the  Company's  net
sales. The Company's customers generally do not enter into long-term  agreements
obligating  them to purchase  the  Company's  products.  A reduction or delay in
orders from either of these two customers, including reductions or delays due to
market,  economic,  or competitive  conditions in the  semiconductor or computer
disk drive  industries,  could have a material adverse effect upon the Company's
result of operations.

     Revenues  Derived  from  International  Sales and Foreign  Operations.  The
Company's  products  are  sold  internationally  by  the  Company  primarily  to
customers in Japan.  Revenues from sales to customers  outside the United States
accounted  for 47% and 46% of the Company's  total  revenues in the fiscal years
ended June 30,  1995 and 1994,  respectively.  International  sales and  foreign
operations  are subject to inherent  risks,  including  longer  payment  cycles,
greater difficulty in accounts  receivable  collection,  compliance with foreign
laws,   changes  in  regulatory   requirements,   tariffs  or  other   barriers,
difficulties in obtaining  export licenses and in staffing and managing  foreign
operations,   exposure  to  currency   exchange   fluctuations   and   political
instability.  Although  substantially  all the  Company's  sales  and  costs are
negotiated and paid in US dollars,  changes in the values of foreign  currencies
relative to the value of the US dollar can negatively impact international sales
of the Company's products and the Company's foreign operations, as would changes
in the general  economic  conditions  in those  markets.  Although  these risks,
including the risks associated with currency exchange fluctuations, have not had
any material  adverse  effect on the Company to date,  there can be no assurance
that risks inherent in international  sales and foreign operations will not have
a material adverse effect on the Company in the future.

     Control  of  Company.  Upon  completion  of this  offering,  the  Company's
executive  officers  and  directors,  through  their  affiliation  with  certain
stockholders,  may  be  deemed  to  beneficially  own  approximately  39% of the
outstanding  shares  of  Common  Stock.  As a  result,  these  individuals  will
effectively  have the  ability to control the Company and direct its affairs and
business, including the election of all of the directors.

     Dividend  Policy.  The Company has never declared or paid cash dividends on
its capital stock. The Company  currently  intends to retain all its earnings to
finance the expansion and development of its business and,  therefore,  does not
anticipate paying any cash dividends in the foreseeable future.


                                       -7-


<PAGE>


                                   THE COMPANY

     The  Company  was  incorporated  in 1970  under  the  laws of the  State of
Delaware.  The  Company's  principal  offices are located at Laurel  Brook Road,
Middlefield, Connecticut 06455-0448, and its telephone number is (203) 347-8506.

                                       -8-

<PAGE>

                              SELLING STOCKHOLDERS

     The  following  table sets  forth  certain  information  as of July 1, 1995
(except as  otherwise  indicated)  and as  adjusted  to reflect  the sale of the
Common  Stock in the  offering,  as to the  security  ownership  of the  Selling
Stockholders.  The  position,  office  or other  material  relationship  which a
Selling  Stockholder has had within the past three years with the Company or any
of its  predecessors  or  affiliates  is indicated in the footnotes or otherwise
under the subheading  "Transactions  Involving Selling  Stockholders" below. The
shares of Common Stock being sold by the Selling  Stockholders  in this offering
will be  acquired  upon the  exercise  of stock  options  presently  held by the
Selling Stockholders.

<TABLE>
<CAPTION>
                                                                                                         Percentage of
                                   Shares of                                        Shares of              Class of
                                   Common Stock                                    Common Stock          Common Stock
                                   Beneficially                                    Beneficially          Beneficially
                                   Owned Prior              Shares                 Owned After           Owned After
                                   to Offering              Being Sold              Offering              Offering
                                   -----------              ----------              --------              --------

<S>                                  <C>                      <C>                    <C>                     <C>                  
Michael R. Corboy(1)                 51,000                   37,500                 13,500                   * %

Seymour E. Liebman(2)                37,500                   37,500                      0                   * %

Robert C. McKelvey(3)                83,100                   37,500                 45,600                  1.2%

Paul W. Murrill(4)                   44,250                   37,500                  6,750                   * %

Robert B. Taylor(5)                  39,750                   37,500                  2,250                   * %

</TABLE>

________________
*  Less than one percent

(1)  Shares of common stock  beneficially  owned prior to and after the offering
     and the  percentage of class of common stock  beneficially  owned after the
     offering  includes  6,000 shares of common stock which may be acquired upon
     the  exercise  of options  within 60 days which are not the subject of this
     prospectus. Shares of common stock beneficially owned prior to the offering
     also  includes  37,500  shares of Common Stock which may be acquired by Mr.
     Corboy upon the exercise of options  which are covered by this  prospectus.
     Such options to purchase  37,500 shares were granted on August 25, 1994 and
     become  exercisable  as to 7,500 shares on each of August 25,  1995,  1996,
     1997,  1998 and 1999.  Mr.  Corboy has been a director of the Company since
     1993.

(2)  Shares of common stock beneficially owned prior to the offering consists of
     37,500 shares of Common Stock which may be acquired by Mr. Liebman upon the
     exercise of options which are covered by this prospectus. Such options were
     granted on August 25,  1994 and become  exercisable  as to 7,500  shares on
     each of August 25, 1995, 1996, 1997, 1998 and 1999.  Shares of common stock
     beneficially  owned prior to and after the offering and the  percentage  of
     class of  common  stock  beneficially  owned  after the  offering  does not
     include  shares of common  stock owned by Canon Inc.,  an  affiliate  of an
     entity of which Mr. Liebman is an officer.  Mr. Liebman has been a director
     of the Company since 1993.

(3)  Shares of common stock  beneficially  owned prior to the offering  includes
     37,500  shares of Common Stock which may be acquired by Mr.  McKelvey  upon


                                       -9-


<PAGE>


     the exercise of options which are covered by this prospectus.  Such options
     were granted on August 25, 1994 and become  exercisable  as to 7,500 shares
     on each of August 25, 1995,  1996,  1997,  1998 and 1999. Mr.  McKelvey has
     been a director of the Company since 1983.

(4)  Shares of common stock  beneficially  owned prior to and after the offering
     and the  percentage of class of common stock  beneficially  owned after the
     offering  includes  6,000 shares of common stock which may be acquired upon
     the  exercise  of options  within 60 days which are not the subject of this
     prospectus. Shares of common stock beneficially owned prior to the offering
     also  includes  37,500  shares of Common Stock which may be acquired by Mr.
     Murrill upon the exercise of options which are covered by this  prospectus.
     Such options to purchase  37,500 shares were granted on August 25, 1994 and
     become  exercisable  as to 7,500 shares on each of August 25,  1995,  1996,
     1997,  1998 and 1999.  Mr. Murrill has been a director of the Company since
     1993.

(5)  Shares of common stock  beneficially  owned prior to the offering  includes
     37,500  shares of Common Stock which may be acquired by Mr. Taylor upon the
     exercise of options which are covered by this prospectus. Such options were
     granted on August 25,  1994 and become  exercisable  as to 7,500  shares on
     each of August 25, 1995, 1996, 1997, 1998 and 1999.  Shares of common stock
     beneficially  owned prior to and after the offering and the  percentage  of
     class of  common  stock  beneficially  owned  after the  offering  does not
     include shares of common stock owned by Wesleyan  University,  of which Mr.
     Taylor is an officer.  Mr.  Taylor has been a director of the Company since
     1988.


                              PLAN OF DISTRIBUTION

     The   Company  is   registering   the  Shares  on  behalf  of  the  Selling
Stockholders.  All costs,  expenses and fees in connection with the registration
of  the  Shares  offered  hereby  will  be  borne  by  the  Company.   Brokerage
commissions,  if any,  attributable  to the sale of Shares  will be borne by the
Selling Stockholders.

     The distribution of the Shares by the Selling  Stockholders may be effected
from time to time in one or more  transactions for their own accounts (which may
include block transactions) in the over-the-counter market, on NASDAQ, or on any
exchange  on  which  the  Common  Stock  may  then  be  listed,   in  negotiated
transactions, through the writing of options on shares (whether such options are
listed on an options exchange or otherwise), or a combination of such methods of
sale, at fixed prices which may be changed,  at market prices  prevailing at the
time  of  sale,  at  prices  related  to such  prevailing  market  prices  or at
negotiated  prices.  The Selling  Stockholders  may effect such  transactions by
selling Shares to or through broker-dealers, and such broker-dealers may receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
Selling   Stockholders   and/or   the   purchasers   of  Shares  for  whom  such
broker-dealers  may act as  agent or to whom  they  sell as  principal,  or both
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary  commissions).  The Selling  Stockholders  may also  pledge  Shares as
collateral for margin  accounts and such Shares could be resold  pursuant to the
terms of such accounts.  The Selling Stockholders and any participating  brokers
and dealers may be deemed to be "underwriters" as defined in the Securities Act.


                                      -10-


<PAGE>


     Because the Selling Stockholders may be deemed to be "underwriters"  within
the meaning of Section  2(11) of the  Securities  Act, the Selling  Stockholders
will be subject to prospectus  delivery  requirements  under the Securities Act.
Furthermore,  in the  event of a  "distribution"  of the  shares,  such  Selling
Stockholder, any selling broker or dealer and any "affiliated purchasers" may be
subject to Rule 10b-6 under the  Securities  Exchange  Act of 1934,  as amended,
which Rule would prohibit, with certain exceptions, any such person from bidding
for or purchasing any security which is the subject of such  distribution  until
his  participation in that  distribution is completed.  In addition,  Rule 10b-7
under the Exchange Act prohibits any "stabilizing bid" or "stabilizing purchase"
for the purpose of pegging,  fixing or stabilizing  the price of Common Stock in
connection with this offering.

     In order to comply with certain state securities  laws, if applicable,  the
Common Stock will not be sold in a particular  state unless such securities have
been  registered  or  qualified  for sale in such  state or any  exemption  from
registration or qualification is available and complied with.

     The Company will not receive any of the proceeds from the sale of shares of
Common Stock by the Selling Stockholders.

                                  LEGAL MATTERS

     Certain  legal  matters  with  respect to the  validity of the Common Stock
offered  hereby have been  passed  upon for the Company by  Fulbright & Jaworski
L.L.P.,  New York, New York.  Paul Jacobs,  a partner in the firm of Fulbright &
Jaworski  L.L.P.,  is  Secretary  of  the  Company  and,  as of  July  1,  1995,
beneficially  owned less than one  percent of the  outstanding  shares of Common
Stock.

                                     EXPERTS

     The  consolidated  financial  statements and schedules of the Company as of
June 30, 1994 and 1993 and for each of the years in the three-year  period ended
June 30, 1994, have been incorporated by reference in this Prospectus and in the
Registration  Statement  in reliance  upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants,  incorporated by reference herein, and
upon the  authority  of said firm as experts in  accounting  and  auditing.  Our
reports refer to a change in the Company's  method of accounting for investments
in 1994 and a change in the Company's  method of accounting  for income taxes in
1993.


                                      -11-


<PAGE>


================================================================================
     No person is authorized in connection with any offering made hereby to give
any information or to make any representation not contained in this Prospectus,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company, any Selling Stockholder or any
other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Common Stock offered
hereby, nor does it constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby to any person in any jurisdiction in
which it is unlawful to make such an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create any implication that the information contained herein is correct as of
any date subsequent to the date hereof.

                              ____________________


                               TABLE OF CONTENTS

                                                                     Page
                                                                     ----

Available Information ...............................................  3
Incorporation of Certain
 Documents by Reference .............................................  4
Risk Factors.........................................................  5
The Company .........................................................  8
Selling Stockholders ................................................  9
Plan of Distribution ................................................ 10
Legal Matters ....................................................... 11
Experts ............................................................. 11

================================================================================




================================================================================






                                    187,500
                                     Shares



                                ZYGO CORPORATION




                                  Common Stock



                                   ----------
                                   PROSPECTUS
                                   ----------




                                August 24, 1995




================================================================================


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference 

     The  following  documents  filed by the  Company  with the  Commission  are
incorporated herein by reference:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1994, filed on September 28, 1994.

     (b) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended September 30, 1994, filed on November 4, 1994.

     (c) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended December 31, 1994, filed on February 7, 1995.

     (d) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended March 31, 1995, filed on May 11, 1995.

     (e) The Company's Current Report on Form 8-K, dated July 20, 1995, filed on
July 20, 1995.

     (f) The Company's  Current Report on Form 8-K, dated August 22, 1995, filed
on August 23, 1995.

     (g) The  description of the Company's  Common Stock  contained in Item 1 of
the Company's Registration Statement on Form 8-A dated October 26, 1984.

     In addition  to the  foregoing,  all  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange  Act  of  1934,  prior  to the  filing  of a  post-effective  amendment
indicating  that all of the  securities  offered  hereunder  have  been  sold or
deregistering  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 in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.


                                      II-1


<PAGE>


Item 4.  Description of Securities 

     Not applicable.

Item 5.  Interests of Named Experts and Counsel 

     Not applicable.

Item 6.  Indemnification of Directors and Officers 

     Section 145 of the General Corporation Law of the State of Delaware permits
indemnification  of directors,  officers and  employees of a  corporation  under
certain  conditions  and  subject to certain  limitations.  The  Certificate  of
Incorporation  of the Company  provides that the Company  shall,  to the fullest
extent  permitted  by Section 145,  indemnify  any and all persons whom it shall
have power to  indemnify  under said  Section.  Article 4 of the  By-laws of the
Company also contains provisions for the indemnification of directors,  officers
and employees in accordance with Section 145. In addition,  subject to receiving
stockholder  approval,  the Company proposes to enter into Indemnity  Agreements
with its  directors  and  officers  providing  for the  maximum  indemnification
allowed by Section 145.

Item 7.  Exemption from Registration Claimed 

     Not Applicable.

Item 8.  Exhibits 

     4(a) -- Zygo Corporation Non-Employee Director Stock Option Plan.

      (b) --  Form of Zygo Corporation Non-Employee Director Stock Option
              Agreement. 

     5    -- Opinion of Fulbright & Jaworski L.L.P.

    23(a) -- Consent of KPMG Peat Marwick LLP.

      (b) --  Consent of Fulbright & Jaworski L.L.P.(included in Exhibit 5). 

    24    --  Power of Attorney (included in signature page).  

Item 9.  Undertakings 

     (a) The undersigned registrant hereby undertakes:


                                   II-2


<PAGE>


          (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;

                                                                           
               (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  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference herein.

          (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 which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (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 the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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


                                      II-3


<PAGE>


Commission  such  indemnification  is against  public policy as expressed in the
Securities Act of 1933 and is,  therefore,  unenforceable.  In the event 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 of the
registrant 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  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.


                                      II-4


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Middlefield, State of Connecticut on August 21, 1995.


                              ZYGO CORPORATION 


                              By:/s/ Gary K. Willis                     
                                 ---------------------------------------
                                     Gary K. Willis 
                                   President and Chief Operating Officer 


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below and on the following page constitutes and appoints Gary K. Willis and Mark
J.  Bonney as his true and lawful  attorneys-in-fact  and  agents,  each  acting
alone,  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, including post-effective amendments, 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,  and each of them, full power and authority of 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,   and  hereby   ratifies   and  confirms  all  that  said
attorneys-in-fact  and  agents,  each  acting  alone,  or  their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                               Title                                   Date 
---------                               -----                                   ---- 

<S>                                 <C>                                    <C>  
/s/ Paul F. Forman                  Chairman of the Board                  August 21, 1995 
------------------                   of Directors 
Paul F. Forman
</TABLE>


                                      II-5


<PAGE>


<TABLE>
<CAPTION>
Signature                               Title                                   Date 
---------                               -----                                   ---- 

<S>                                 <C>                                    <C>  

/s/ Gary K. Willis                  President, Chief                       August 21, 1995 
----------------------               Executive Officer 
Gary K. Willis                       and Director 
                                     (Principal Executive Officer) 


/s/ Carl A. Zanoni                  Vice President, Research,              August 21, 1995 
----------------------               Development and Engineering 
Carl A. Zanoni                       and Director 


/s/ Michael R. Corboy               Director                               August 21, 1995 
----------------------
Michael R. Corboy 


/s/ Seymour E. Liebman              Director                               August 21, 1995 
---------------------- 
Seymour E. Liebman


/s/ Robert G. McKelvey              Director                               August 21, 1995 
----------------------
Robert G. McKelvey 


                                    Director                               August   , 1995 
----------------------
Paul W. Murrill 


/s/ Robert B. Taylor                Director                               August 21, 1995 
----------------------
Robert B. Taylor 

/s/ Mark J. Bonney                  Vice President, Finance                August 21, 1995 
----------------------               and Administration, 
Mark J. Bonney                       Treasurer and Chief 
                                     Financial Officer 
                                     (Principal Financial and 
                                     Accounting Officer) 
</TABLE>


                                      II-6


<PAGE>


                                INDEX TO EXHIBITS


Exhibit 
  No.           Description                                            Page No.
  ---           -----------                                            -------

  4(a)   Zygo Corporation Non-Employee Director Stock Option Plan.         1 

   (b)   Form of Zygo Corporation Non-Employee Director Stock Option      10 
         Agreement. 

  5     Opinion of Fulbright & Jaworski L.L.P.                            17 

 23(a)  Consent of KPMG Peat Marwick LLP.                                 19 

   (b)  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5). 

 24     Power of Attorney (see signature page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 52114}]
As filed with the Securities and Exchange Commission on August 24, 1995
                                               Registration No. 33-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             _____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              _____________________

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

            Delaware                                      06-0864500
       (State or other juris-                          (I.R.S. Employer
       diction of incorporation                         Identification
       or organization)                                 Number)
                                Laurel Brook Road
                         Middlefield, Connecticut 06455
                                 (203) 347-8506
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                ZYGO CORPORATION
                              NON-EMPLOYEE DIRECTOR
                                STOCK OPTION PLAN
                            (full title of the plan)
                            ________________________

                                 GARY K. WILLIS
                      President and Chief Operating Officer
                                ZYGO CORPORATION
                                Laurel Brook Road
                         Middlefield, Connecticut 06455
                                 (203) 347-8506

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

           Copies of all communications, including all communications
                sent to the agent for service, should be sent to:

                                PAUL JACOBS, ESQ.
                           Fulbright & Jaworski L.L.P.
                                666 Fifth Avenue
                            New York, New York 10103
                                 (212) 318-3000
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                        Proposed maximum       Proposed maximum       Amount of
Title of Securities to be        Amount to be           offering price per     aggregate offering     registration fee
registered                       registered(1)          unit(2)                price (3)
================================ ====================== ====================== ====================== ========================
Common Stock, $.10 par value
per share...........             300,000 shares         $26.875                $8,062,500             $2,781
================================ ====================== ====================== ====================== ========================
(1)  An additional  indeterminable number of shares are also being registered to
     cover any adjustments required by anti-dilution provisions in the number of
     shares  issuable  upon the  exercise  of  options  granted  under  the Zygo
     Corporation  Non-Employee  Director  Stock Option Plan.

(2)  Calculated by dividing the proposed maximum offering price by the amount of
     shares to be registered.

(3)  The  price is  estimated  in  accordance  with  Rule  457(h)(1)  under  the
     Securities  Act of 1933, as amended,  solely for the purpose of calculating
     the registration fee and is the product resulting from multiplying 300,000,
     the  number  of  shares  of Common  Stock  registered  by the  Registration
     Statement  as to which  options may be granted  under the Zygo  Corporation
     Non-Employee Director Stock Option Plan by $26.875, the average of the high
     and low  prices of the Common  Stock as  reported  on the  Nasdaq  National
     Market on August 22, 1995.

================================================================================
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

     The document(s) containing the information called for in Part I of Form S-8
will be sent or given to individuals  awarded options under the Zygo Corporation
Non-Employee Director Stock Option Plan (the "Plan") adopted by Zygo Corporation
(the "Company" or the  "Registrant")  and is not being filed with or included in
this Form S-8 in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").

                                       1
187,500 Shares

                                ZYGO CORPORATION

                                  COMMON STOCK

     This Prospectus  relates to the offer and sale of up to 187,500 shares (the
"Shares") of Common Stock,  par value $0.10 per share (the "Common  Stock"),  of
Zygo  Corporation  ("Zygo" or the "Company") which are being offered for sale by
certain  selling  stockholders  (the  "Selling   Stockholders").   See  "Selling
Stockholders." The distribution of the Shares by the Selling Stockholders may be
effected  from time to time in one or more  transactions  for their own accounts
(which may include block  transactions) in the  over-the-counter  market, on the
National   Association  of  Securities   Dealers   Automated   Quotation  System
("NASDAQ"),  or on any exchange on which the Common Stock may then be listed, in
negotiated transactions,  through the writing of options on shares (whether such
options are listed on an options  exchange or  otherwise),  or a combination  of
such methods of sale,  at fixed prices  which may be changed,  at market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices or at  negotiated  prices.  The  Selling  Stockholders  may  effect  such
transactions  by  selling  Shares  to  or  through   broker-dealers,   and  such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions  from the Selling  Stockholders  and/or the purchasers of Shares for
whom such broker-dealers may act as agent or to whom they sell as principal,  or
both (which compensation as to a particular  broker-dealer might be in excess of
customary  commissions).  The Selling  Stockholders  may also  pledge  Shares as
collateral for margin  accounts and such Shares could be resold  pursuant to the
terms of such accounts.  The Selling Stockholders and any participating  brokers
and dealers may be deemed to be  "underwriters" as defined in the Securities Act
of 1933, as amended (the "Securities Act"). See "Selling Stockholders" and "Plan
of Distribution."

     The Company's Common Stock is traded on the Nasdaq Stock Market's  National
Market (the "National  Market") under the symbol "ZIGO." On August 22, 1995, the
closing sale price of the Common  Stock,  as listed on the  National  Market and
reported by the National  Quotation Bureau  Incorporated,  was $27 per share. On
July 20, 1995, the Company's  Board of Directors  declared a 3 for 2 stock split
effected  in the form of a 50% stock  dividend,  payable on August  21,  1995 to
stockholders  of record  at the close of  business  on  August 1,  1995.  Unless
otherwise  indicated,  the number of shares being offered for sale hereunder and
all share and option information  included in this Prospectus under the headings
"Selling  Stockholders"  and "Legal  Matters" has been  adjusted to reflect such
stock split as if it had occurred prior to the date as of which the  information
is given.

     None  of  the  proceeds  from  the  sale  of  the  Shares  by  the  Selling
Stockholders will be received by the Company. The Company has agreed to bear all
expenses in connection with the  registration of the Shares being offered by the
Selling Stockholders. See "Plan of Distribution." Brokerage commissions, if any,
attributable   to  the  sale  of  the  Shares  will  be  borne  by  the  Selling
Stockholders.

                             _____________________

     See "Risk  Factors" for certain  information  that should be  considered by
prospective investors.
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this Prospectus is August 24, 1995

                                       -2-
No person is authorized in connection with the offering made hereby to give
any information or to make any  representation  not contained or incorporated by
reference  in  this  Prospectus  or a  supplement  to this  Prospectus,  and any
information  or  representation  not  contained or  incorporated  herein or in a
supplement to this  Prospectus must not be relied upon as having been authorized
by the Company or the Selling Stockholders. This Prospectus or any supplement to
this  Prospectus  does not constitute an offer to sell or a  solicitation  of an
offer to buy by any person in any  jurisdiction in which it is unlawful for such
person  to make  such  offer  or  solicitation.  Neither  the  delivery  of this
Prospectus  or a  supplement  to this  Prospectus  at any time nor any sale made
hereunder or  thereunder  shall under any  circumstance  imply that  information
contained herein is correct as of any date subsequent to its date.

                              AVAILABLE INFORMATION

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission")  a Registration  Statement on Form S-8 under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  with  respect to the Common  Stock
offered  hereby.  This Prospectus does not contain all the information set forth
in the  Registration  Statement and in the exhibits and schedules  thereto.  For
further  information  about  the  Company  and the  securities  offered  hereby,
reference is hereby made to the  Registration  Statement and to the exhibits and
schedules thereto. Statements contained in this Prospectus as to the contents of
any  contract or any other  document  are not  necessarily  complete and in each
instance  reference is made to the copy of such contract or document filed as an
exhibit to the  Registration  Statement,  each such statement being qualified in
all  respects  by such  reference.  Additionally,  the Company is subject to the
informational  requirements  of the Securities  Exchange Act of 1934, as amended
(the "Exchange  Act"),  and, in accordance  therewith,  files periodic  reports,
proxy  statements and other  information  with the Commission.  The Registration
Statement,  including  the  exhibits  and  schedules  thereto,  as  well as such
reports, proxy statements and other information filed with the Commission may be
inspected and copied at the Commission's Public Reference Room, Judiciary Plaza,
450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the following Regional
Offices of the Commission:  New York Regional Office, 75 Park Place, 14th Floor,
New York,  New York 10007,  and Chicago  Regional  Office,  Northwestern  Atrium
Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60601. Copies of
such  material  may  be  obtained  from  the  Public  Reference  Section  of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  at prescribed
rates.  Copies may also be  inspected  at the reading room of the library of the
National Association of Securities Dealers, Inc., 1735 K Street,  Washington, DC
20006.

     The Company  furnishes  its  stockholders  with annual  reports  containing
financial   statements  certified  by  independent   accountants   (prepared  in
accordance with accounting  principles  generally accepted in the United States)
and quarterly reports  containing  unaudited  financial data for the first three
quarters of its fiscal year, and intends to continue this policy.

                                       -3-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following  documents,  which  are on file  with the  Commission  (File  No.
0-12944),  are  incorporated  in this  Prospectus  by reference  and made a part
hereof:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1994, filed on September 28, 1994.

     (b) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended September 30, 1994, filed on November 4, 1994.

     (c) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended December 31, 1994, filed on February 7, 1995.

     (d) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended March 31, 1995, filed on May 11, 1995.

     (e) The Company's Current Report on Form 8-K, dated July 20, 1995, filed on
July 20, 1995.

     (f) The Company's  Current Report on Form 8-K, dated August 22, 1995, filed
on August 23, 1995.

     (g) The  description of the Company's  Common Stock  contained in Item 1 of
the Company's Registration Statement on Form 8-A dated October 26, 1984.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the respective dates of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for all  purposes to the extent that a statement  contained  in this
Prospectus or any other subsequently filed document that is also incorporated by
reference  herein modifies or supersedes such statement.  Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

     The  Company  will  provide  without  charge  to each  person  to whom this
Prospectus is delivered,  upon written or oral request of such person, a copy of
any or all of the foregoing  documents  incorporated  herein by reference (other
than  exhibits  to  such  documents,   unless  such  exhibits  are  specifically
incorporated by reference into such  documents).  Written or telephone  requests
should  be  directed  to  Zygo  Corporation,  Laurel  Brook  Road,  Middlefield,
Connecticut 06455-0448,  Attention: Mark J. Bonney, Vice President,  Finance and
Administration, (203) 347-8506.

                                       -4-
RISK FACTORS

     In addition to the other  information  in this  Prospectus,  the  following
factors  should be  considered  carefully  in  evaluating  the  Company  and its
business before purchasing the shares of Common Stock offered hereby.

     Dependence on Cyclical Industries.  The Company's business is significantly
dependent  on  capital  expenditures  by  manufacturers  of  semiconductors  and
components for the computer disk drive industry.  These  industries are cyclical
and  have  historically   experienced   periods  of  oversupply,   resulting  in
significantly  reduced  demand for capital  equipment,  including  the  products
manufactured and marketed by the Company.  The Company's net sales and operating
results may be  materially  adversely  affected if downturns or slowdowns in the
semiconductor or computer disk drive markets occur in the future.

     Ability to Respond to  Technological  Change.  The Company's future success
will depend upon its ability to enhance its current  products and to develop and
introduce  new  products  that  keep pace with  technological  developments  and
evolving  industry  standards,  respond to changes in customer  requirements and
achieve market  acceptance.  Any failure by the Company to anticipate or respond
adequately  to  technological  developments  and customer  requirements,  or any
significant delays in product development or introduction, could have a material
adverse effect on the Company's business, operating results, financial condition
and  liquidity.  There  can be no  assurance  that Zygo  will be  successful  in
developing  and  marketing  new  products  and  services  or product and service
enhancements  on a  timely  basis  or  that  the  Company  will  not  experience
significant  delays  in  the  introduction  of new  products  and  services.  In
addition, there can be no assurance the new products and services or product and
service enhancements developed by the Company will achieve market acceptance.

     Dependence on  Proprietary  Technology.  The  Company's  success is heavily
dependent upon its  proprietary  technology.  There can be no assurance that the
steps  taken by the  Company  to  protect  its  proprietary  technology  will be
adequate to prevent  misappropriation of its technology by third parties or will
be adequate under the laws of some foreign countries,  which may not protect the
Company's proprietary rights to the same extent as do laws of the United States.
In  addition,  there can be no  assurance  that  third  parties  will not assert
successfully technology infringement claims against the Company.

     Risks  Associated  with  Potential  Acquisitions.  The  Company's  business
strategy  includes the  expansion of its  products  and  services,  which may be
effected through  acquisitions.  Acquisitions involve numerous risks,  including
difficulties in the  assimilation of the operations and products of the acquired
companies,  the ability to manage effectively  geographically  remote units, the
diversion of  management's  attention  from other  business  concerns,  risks of
entering  markets in which the Company has limited or no direct  experience  and
the potential loss of key  employees  of  the  acquired companies.  In addition,

                                       -5-
acquisitions may involve the immediate  expenditure of significant  funds or the
issuance of  significant  shares of Common Stock,  or any  combination  thereof.
Although  management  expects to carefully  analyze any such opportunity  before
committing  the  Company's  resources,  there  can  be  no  assurance  that  any
acquisition  will  result in  long-term  benefits  to the Company or that Zygo's
management will be able to manage effectively the resulting businesses.

     Management  of Growth.  The Company is currently  experiencing  a period of
rapid growth and expansion,  which would be further intensified in the event the
Company is involved in a  significant  acquisition.  This growth  expansion  has
placed  and  could  continue  to place a  significant  strain  on the  Company's
personnel and other resources.  The Company's growth has resulted in an increase
in the level of responsibility for the Company's management  personnel.  Certain
of the  Company's  management  personnel  have had limited or no  experience  in
managing companies as large as or larger than the Company. The Company's ability
to manage growth effectively will require the Company to continue to improve its
operational,  management and financial  systems and controls and to successfully
train, motivate and manage its employees.  If the Company's management is unable
to manage growth  effectively,  the Company's  business,  results of operations,
financial condition and liquidity could be materially and adversely affected.

     Dependence on Key Personnel.  Zygo's success depends in large part upon the
continued  services  of  many  of  its  highly  skilled  personnel  involved  in
management,  research  and  development  and sales and  marketing,  and upon its
ability to  attract  and  retain  additional  highly  qualified  employees.  The
Company's employees may voluntarily  terminate their employment with the Company
at any time.  Competition  for such  personnel  is intense,  and there can be no
assurance  that  the  Company  will be  successful  in  retaining  its  existing
personnel or attracting and retaining additional personnel.

     Dependence  on  Third-Party  Suppliers.   Certain  of  the  components  and
subassemblies  included  in the  Company's  systems are  obtained  from a single
source or a limited  group of  suppliers.  Although the Company  seeks to reduce
dependence on sole and limited  source  suppliers in some cases,  the partial or
complete  loss of  certain  of these  sources  could  have at least a  temporary
adverse  effect on the  Company's  results of  operations  and  damage  customer
relationships.

     Relationship  With  Canon Inc.  and Canon  Sales  Co.,  Inc.  Prior to this
offering,  Canon Inc.  ("Canon") owns  approximately 20% of the Company's Common
Stock. In addition, one executive officer of Canon's U.S. subsidiary is a member
of the  Company's  Board of  Directors.  Canon and Canon  Sales Co.,  Inc.  is a
significant  customer of the  Company,  with  aggregate  sales by the Company to
these entities amounting to $9,550,000 and $7,740,000 for the fiscal years ended
June 30, 1995 and 1994, respectively.  In addition, Canon Sales Co., Inc. is the
Company's  exclusive  distributor  for sales of the  Company's  products  in the
Japanese market.

                                       -6-
Customer  Concentration.  Sales to the Company's  two largest  customers in
fiscal  1995  and  fiscal  1994   accounted  for  47%  and  41%  of  net  sales,
respectively.  During  these fiscal  years,  sales to Canon and Canon Sales Co.,
Inc.,  the  Company's   largest   customer  in  those  periods,   accounted  for
approximately 30% and 32%, respectively, of the Company's net sales. The Company
expects that sales to Canon and Canon Sales Co., Inc. will continue to represent
a significant  percentage of the Company's net sales for the foreseeable future.
During fiscal 1995,  sales to a manufacturer of computer disk drives and related
hardware and software  accounted  for  approximately  17% of the  Company's  net
sales. The Company's customers generally do not enter into long-term  agreements
obligating  them to purchase  the  Company's  products.  A reduction or delay in
orders from either of these two customers, including reductions or delays due to
market,  economic,  or competitive  conditions in the  semiconductor or computer
disk drive  industries,  could have a material adverse effect upon the Company's
result of operations.

     Revenues  Derived  from  International  Sales and Foreign  Operations.  The
Company's  products  are  sold  internationally  by  the  Company  primarily  to
customers in Japan.  Revenues from sales to customers  outside the United States
accounted  for 47% and 46% of the Company's  total  revenues in the fiscal years
ended June 30,  1995 and 1994,  respectively.  International  sales and  foreign
operations  are subject to inherent  risks,  including  longer  payment  cycles,
greater difficulty in accounts  receivable  collection,  compliance with foreign
laws,   changes  in  regulatory   requirements,   tariffs  or  other   barriers,
difficulties in obtaining  export licenses and in staffing and managing  foreign
operations,   exposure  to  currency   exchange   fluctuations   and   political
instability.  Although  substantially  all the  Company's  sales  and  costs are
negotiated and paid in US dollars,  changes in the values of foreign  currencies
relative to the value of the US dollar can negatively impact international sales
of the Company's products and the Company's foreign operations, as would changes
in the general  economic  conditions  in those  markets.  Although  these risks,
including the risks associated with currency exchange fluctuations, have not had
any material  adverse  effect on the Company to date,  there can be no assurance
that risks inherent in international  sales and foreign operations will not have
a material adverse effect on the Company in the future.

     Control  of  Company.  Upon  completion  of this  offering,  the  Company's
executive  officers  and  directors,  through  their  affiliation  with  certain
stockholders,  may  be  deemed  to  beneficially  own  approximately  39% of the
outstanding  shares  of  Common  Stock.  As a  result,  these  individuals  will
effectively  have the  ability to control the Company and direct its affairs and
business, including the election of all of the directors.

     Dividend  Policy.  The Company has never declared or paid cash dividends on
its capital stock. The Company  currently  intends to retain all its earnings to
finance the expansion and development of its business and,  therefore,  does not
anticipate paying any cash dividends in the foreseeable future.

                                       -7-
THE COMPANY

     The  Company  was  incorporated  in 1970  under  the  laws of the  State of
Delaware.  The  Company's  principal  offices are located at Laurel  Brook Road,
Middlefield, Connecticut 06455-0448, and its telephone number is (203) 347-8506.

                                       -8-
SELLING STOCKHOLDERS

     The  following  table sets  forth  certain  information  as of July 1, 1995
(except as  otherwise  indicated)  and as  adjusted  to reflect  the sale of the
Common  Stock in the  offering,  as to the  security  ownership  of the  Selling
Stockholders.  The  position,  office  or other  material  relationship  which a
Selling  Stockholder has had within the past three years with the Company or any
of its  predecessors  or  affiliates  is indicated in the footnotes or otherwise
under the subheading  "Transactions  Involving Selling  Stockholders" below. The
shares of Common Stock being sold by the Selling  Stockholders  in this offering
will be  acquired  upon the  exercise  of stock  options  presently  held by the
Selling Stockholders.
Percentage of
                                   Shares of                                        Shares of              Class of
                                   Common Stock                                    Common Stock          Common Stock
                                   Beneficially                                    Beneficially          Beneficially
                                   Owned Prior              Shares                 Owned After           Owned After
                                   to Offering              Being Sold              Offering              Offering
                                   -----------              ----------              --------              --------
Michael R. Corboy(1)                 51,000                   37,500                 13,500                   * %

Seymour E. Liebman(2)                37,500                   37,500                      0                   * %

Robert C. McKelvey(3)                83,100                   37,500                 45,600                  1.2%

Paul W. Murrill(4)                   44,250                   37,500                  6,750                   * %

Robert B. Taylor(5)                  39,750                   37,500                  2,250                   * %
________________
*  Less than one percent

(1)  Shares of common stock  beneficially  owned prior to and after the offering
     and the  percentage of class of common stock  beneficially  owned after the
     offering  includes  6,000 shares of common stock which may be acquired upon
     the  exercise  of options  within 60 days which are not the subject of this
     prospectus. Shares of common stock beneficially owned prior to the offering
     also  includes  37,500  shares of Common Stock which may be acquired by Mr.
     Corboy upon the exercise of options  which are covered by this  prospectus.
     Such options to purchase  37,500 shares were granted on August 25, 1994 and
     become  exercisable  as to 7,500 shares on each of August 25,  1995,  1996,
     1997,  1998 and 1999.  Mr.  Corboy has been a director of the Company since
     1993.

(2)  Shares of common stock beneficially owned prior to the offering consists of
     37,500 shares of Common Stock which may be acquired by Mr. Liebman upon the
     exercise of options which are covered by this prospectus. Such options were
     granted on August 25,  1994 and become  exercisable  as to 7,500  shares on
     each of August 25, 1995, 1996, 1997, 1998 and 1999.  Shares of common stock
     beneficially  owned prior to and after the offering and the  percentage  of
     class of  common  stock  beneficially  owned  after the  offering  does not
     include  shares of common  stock owned by Canon Inc.,  an  affiliate  of an
     entity of which Mr. Liebman is an officer.  Mr. Liebman has been a director
     of the Company since 1993.

(3)  Shares of common stock  beneficially  owned prior to the offering  includes
     37,500  shares of Common Stock which may be acquired by Mr.  McKelvey  upon

                                       -9-
the exercise of options which are covered by this prospectus.  Such options
     were granted on August 25, 1994 and become  exercisable  as to 7,500 shares
     on each of August 25, 1995,  1996,  1997,  1998 and 1999. Mr.  McKelvey has
     been a director of the Company since 1983.

(4)  Shares of common stock  beneficially  owned prior to and after the offering
     and the  percentage of class of common stock  beneficially  owned after the
     offering  includes  6,000 shares of common stock which may be acquired upon
     the  exercise  of options  within 60 days which are not the subject of this
     prospectus. Shares of common stock beneficially owned prior to the offering
     also  includes  37,500  shares of Common Stock which may be acquired by Mr.
     Murrill upon the exercise of options which are covered by this  prospectus.
     Such options to purchase  37,500 shares were granted on August 25, 1994 and
     become  exercisable  as to 7,500 shares on each of August 25,  1995,  1996,
     1997,  1998 and 1999.  Mr. Murrill has been a director of the Company since
     1993.

(5)  Shares of common stock  beneficially  owned prior to the offering  includes
     37,500  shares of Common Stock which may be acquired by Mr. Taylor upon the
     exercise of options which are covered by this prospectus. Such options were
     granted on August 25,  1994 and become  exercisable  as to 7,500  shares on
     each of August 25, 1995, 1996, 1997, 1998 and 1999.  Shares of common stock
     beneficially  owned prior to and after the offering and the  percentage  of
     class of  common  stock  beneficially  owned  after the  offering  does not
     include shares of common stock owned by Wesleyan  University,  of which Mr.
     Taylor is an officer.  Mr.  Taylor has been a director of the Company since
     1988.

                              PLAN OF DISTRIBUTION

     The   Company  is   registering   the  Shares  on  behalf  of  the  Selling
Stockholders.  All costs,  expenses and fees in connection with the registration
of  the  Shares  offered  hereby  will  be  borne  by  the  Company.   Brokerage
commissions,  if any,  attributable  to the sale of Shares  will be borne by the
Selling Stockholders.

     The distribution of the Shares by the Selling  Stockholders may be effected
from time to time in one or more  transactions for their own accounts (which may
include block transactions) in the over-the-counter market, on NASDAQ, or on any
exchange  on  which  the  Common  Stock  may  then  be  listed,   in  negotiated
transactions, through the writing of options on shares (whether such options are
listed on an options exchange or otherwise), or a combination of such methods of
sale, at fixed prices which may be changed,  at market prices  prevailing at the
time  of  sale,  at  prices  related  to such  prevailing  market  prices  or at
negotiated  prices.  The Selling  Stockholders  may effect such  transactions by
selling Shares to or through broker-dealers, and such broker-dealers may receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
Selling   Stockholders   and/or   the   purchasers   of  Shares  for  whom  such
broker-dealers  may act as  agent or to whom  they  sell as  principal,  or both
(which  compensation  as to a  particular  broker-dealer  might be in  excess of
customary  commissions).  The Selling  Stockholders  may also  pledge  Shares as
collateral for margin  accounts and such Shares could be resold  pursuant to the
terms of such accounts.  The Selling Stockholders and any participating  brokers
and dealers may be deemed to be "underwriters" as defined in the Securities Act.

                                      -10-
Because the Selling Stockholders may be deemed to be "underwriters"  within
the meaning of Section  2(11) of the  Securities  Act, the Selling  Stockholders
will be subject to prospectus  delivery  requirements  under the Securities Act.
Furthermore,  in the  event of a  "distribution"  of the  shares,  such  Selling
Stockholder, any selling broker or dealer and any "affiliated purchasers" may be
subject to Rule 10b-6 under the  Securities  Exchange  Act of 1934,  as amended,
which Rule would prohibit, with certain exceptions, any such person from bidding
for or purchasing any security which is the subject of such  distribution  until
his  participation in that  distribution is completed.  In addition,  Rule 10b-7
under the Exchange Act prohibits any "stabilizing bid" or "stabilizing purchase"
for the purpose of pegging,  fixing or stabilizing  the price of Common Stock in
connection with this offering.

     In order to comply with certain state securities  laws, if applicable,  the
Common Stock will not be sold in a particular  state unless such securities have
been  registered  or  qualified  for sale in such  state or any  exemption  from
registration or qualification is available and complied with.

     The Company will not receive any of the proceeds from the sale of shares of
Common Stock by the Selling Stockholders.

                                  LEGAL MATTERS

     Certain  legal  matters  with  respect to the  validity of the Common Stock
offered  hereby have been  passed  upon for the Company by  Fulbright & Jaworski
L.L.P.,  New York, New York.  Paul Jacobs,  a partner in the firm of Fulbright &
Jaworski  L.L.P.,  is  Secretary  of  the  Company  and,  as of  July  1,  1995,
beneficially  owned less than one  percent of the  outstanding  shares of Common
Stock.

                                     EXPERTS

     The  consolidated  financial  statements and schedules of the Company as of
June 30, 1994 and 1993 and for each of the years in the three-year  period ended
June 30, 1994, have been incorporated by reference in this Prospectus and in the
Registration  Statement  in reliance  upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants,  incorporated by reference herein, and
upon the  authority  of said firm as experts in  accounting  and  auditing.  Our
reports refer to a change in the Company's  method of accounting for investments
in 1994 and a change in the Company's  method of accounting  for income taxes in
1993.

                                      -11-
================================================================================
     No person is authorized in connection with any offering made hereby to give
any information or to make any representation not contained in this Prospectus,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company, any Selling Stockholder or any
other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Common Stock offered
hereby, nor does it constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby to any person in any jurisdiction in
which it is unlawful to make such an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create any implication that the information contained herein is correct as of
any date subsequent to the date hereof.

                              ____________________

                               TABLE OF CONTENTS

                                                                     Page
                                                                     ----

Available Information ...............................................  3
Incorporation of Certain
 Documents by Reference .............................................  4
Risk Factors.........................................................  5
The Company .........................................................  8
Selling Stockholders ................................................  9
Plan of Distribution ................................................ 10
Legal Matters ....................................................... 11
Experts ............................................................. 11

================================================================================

================================================================================

                                    187,500
                                     Shares

                                ZYGO CORPORATION

                                  Common Stock

                                   ----------
                                   PROSPECTUS
                                   ----------

                                August 24, 1995

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference 

     The  following  documents  filed by the  Company  with the  Commission  are
incorporated herein by reference:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1994, filed on September 28, 1994.

     (b) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended September 30, 1994, filed on November 4, 1994.

     (c) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended December 31, 1994, filed on February 7, 1995.

     (d) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended March 31, 1995, filed on May 11, 1995.

     (e) The Company's Current Report on Form 8-K, dated July 20, 1995, filed on
July 20, 1995.

     (f) The Company's  Current Report on Form 8-K, dated August 22, 1995, filed
on August 23, 1995.

     (g) The  description of the Company's  Common Stock  contained in Item 1 of
the Company's Registration Statement on Form 8-A dated October 26, 1984.

     In addition  to the  foregoing,  all  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange  Act  of  1934,  prior  to the  filing  of a  post-effective  amendment
indicating  that all of the  securities  offered  hereunder  have  been  sold or
deregistering  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 in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

                                      II-1
Item 4.  Description of Securities 

     Not applicable.

Item 5.  Interests of Named Experts and Counsel 

     Not applicable.

Item 6.  Indemnification of Directors and Officers 

     Section 145 of the General Corporation Law of the State of Delaware permits
indemnification  of directors,  officers and  employees of a  corporation  under
certain  conditions  and  subject to certain  limitations.  The  Certificate  of
Incorporation  of the Company  provides that the Company  shall,  to the fullest
extent  permitted  by Section 145,  indemnify  any and all persons whom it shall
have power to  indemnify  under said  Section.  Article 4 of the  By-laws of the
Company also contains provisions for the indemnification of directors,  officers
and employees in accordance with Section 145. In addition,  subject to receiving
stockholder  approval,  the Company proposes to enter into Indemnity  Agreements
with its  directors  and  officers  providing  for the  maximum  indemnification
allowed by Section 145.

Item 7.  Exemption from Registration Claimed 

     Not Applicable.

Item 8.  Exhibits 

     4(a) -- Zygo Corporation Non-Employee Director Stock Option Plan.

      (b) --  Form of Zygo Corporation Non-Employee Director Stock Option
              Agreement. 

     5    -- Opinion of Fulbright & Jaworski L.L.P.

    23(a) -- Consent of KPMG Peat Marwick LLP.

      (b) --  Consent of Fulbright & Jaworski L.L.P.(included in Exhibit 5). 

    24    --  Power of Attorney (included in signature page).  

Item 9.  Undertakings 

     (a) The undersigned registrant hereby undertakes:

                                   II-2
(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;

                                                                           
               (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  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference herein.

          (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 which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (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 the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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

                                      II-3
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act of 1933 and is,  therefore,  unenforceable.  In the event 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 of the
registrant 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  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Middlefield, State of Connecticut on August 21, 1995.

                              ZYGO CORPORATION 

                              By:/s/ Gary K. Willis                     
                                 ---------------------------------------
                                     Gary K. Willis 
                                   President and Chief Operating Officer 

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below and on the following page constitutes and appoints Gary K. Willis and Mark
J.  Bonney as his true and lawful  attorneys-in-fact  and  agents,  each  acting
alone,  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, including post-effective amendments, 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,  and each of them, full power and authority of 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,   and  hereby   ratifies   and  confirms  all  that  said
attorneys-in-fact  and  agents,  each  acting  alone,  or  their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signature                               Title                                   Date 
---------                               -----                                   ----
/s/ Paul F. Forman                  Chairman of the Board                  August 21, 1995 
------------------                   of Directors 
Paul F. Forman
II-5
Signature                               Title                                   Date 
---------                               -----                                   ----
/s/ Gary K. Willis                  President, Chief                       August 21, 1995 
----------------------               Executive Officer 
Gary K. Willis                       and Director 
                                     (Principal Executive Officer) 

/s/ Carl A. Zanoni                  Vice President, Research,              August 21, 1995 
----------------------               Development and Engineering 
Carl A. Zanoni                       and Director 

/s/ Michael R. Corboy               Director                               August 21, 1995 
----------------------
Michael R. Corboy 

/s/ Seymour E. Liebman              Director                               August 21, 1995 
---------------------- 
Seymour E. Liebman

/s/ Robert G. McKelvey              Director                               August 21, 1995 
----------------------
Robert G. McKelvey 

                                    Director                               August   , 1995 
----------------------
Paul W. Murrill 

/s/ Robert B. Taylor                Director                               August 21, 1995 
----------------------
Robert B. Taylor 

/s/ Mark J. Bonney                  Vice President, Finance                August 21, 1995 
----------------------               and Administration, 
Mark J. Bonney                       Treasurer and Chief 
                                     Financial Officer 
                                     (Principal Financial and 
                                     Accounting Officer)
II-6
INDEX TO EXHIBITS

Exhibit 
  No.           Description                                            Page No.
  ---           -----------                                            -------

  4(a)   Zygo Corporation Non-Employee Director Stock Option Plan.         1 

   (b)   Form of Zygo Corporation Non-Employee Director Stock Option      10 
         Agreement. 

  5     Opinion of Fulbright & Jaworski L.L.P.                            17 

 23(a)  Consent of KPMG Peat Marwick LLP.                                 19 

   (b)  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5). 

 24     Power of Attorney (see signature page).