As filed with the S.E.C. on December 27, 1996
--------------------------------------------------------------------------



                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                         __________________
                             FORM S-8
                     REGISTRATION STATEMENT
                               UNDER
                   THE SECURITIES ACT OF 1933
                        ___________________

                UNIROYAL TECHNOLOGY CORPORATION
       (Exact name of Registrant as specified in its charter)

   Delaware                                           65-0341868
(State or other jurisdiction                      (I.R.S. Employer
of Incorporation or organization)            Identification Number)

                          Suite 900
                   Two North Tamiami Trail
                   Sarasota, Florida 34236
                      (941) 366-5282
   (Address,  including zip code, and telephone number, including 
   area code, of Registrant's principal executive offices)

UNIROYAL TECHNOLOGY CORPORATION 1995 NON-QUALIFIED STOCK OPTION PLAN
                   (Full title of the plan)

                             OLIVER J. JANNEY, ESQ.
                  Vice President, Secretary and General Counsel
                         Uniroyal Technology Corporation
                                 Suite 900
                         Two North Tamiami Trail
                         Sarasota, Florida 34236
                  (Name and address of agent for service)
                            (941) 361-2212
    (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

Title of       Amount to be  Proposed     Proposed
Securities to  registered    Maximum      maximum aggre-     Amount of
be registered               offering price  te offering     registration
                               per unit*     price*             fee*
Uniroyal
Technology
Corporation
Common Stock
(par value     140,000 shares    $3.375     $472,500        $162.93
$.01 per share)

*  Estimated  solely for the  purpose of  determining  the  registration  fee in
accordance with Rule 457 under the Securities Act of 1933 based on the prices of
the grants to the date hereof.




<PAGE>





                         UNIROYAL TECHNOLOGY CORPORATION

                  UNIROYAL TECHNOLOGY CORPORATION 1995 STOCK OPTION PLAN

              Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K



Form S-8 Item Number and Heading             Prospectus Heading

Item 1.  Plan Information                   Cover Page: the Plan;

Item 2.  Registrant Information and           Registrant and
            Employee Plan Annual Information  Plan Information










                                                         

<PAGE>




PROSPECTUS

                         UNIROYAL TECHNOLOGY CORPORATION

                                          140,000 Shares of Common Stock
                                             Par Value $.01 Per Share

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


                             OFFERED PURSUANT TO THE
                         UNIROYAL TECHNOLOGY CORPORATION
                      1995 NON-QUALIFIED STOCK OPTION PLAN

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

         This  Prospectus  covers  shares of Common  Stock,  par value  $.01 per
share,  of  Uniroyal  Technology   Corporation,   a  Delaware  corporation  (the
"Company")  issuable  upon the  exercise  of stock  options  granted  under  the
Uniroyal  Technology  Corporation  1995  Non-Qualified  Stock  Option  Plan (the
"Plan").

         The principal executive offices of the Company are located at Two North
Tamiami Trail, Suite 900, Sarasota,  Florida 34236,  telephone number (941) 366-
5282.

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

         No person has been  authorized to give any  information  or to make any
representations, other than those contained herein, in connection with the offer
contained  in this  Prospectus,  and,  if  given or made,  such  information  or
representations  must  not be  relied  upon as  having  been  authorized  by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities  covered by this Prospectus by the Company in
any State in which,  or to any person to whom, it is unlawful for the Company to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale hereunder shall, under any circumstances,  create an implication that there
has been no change in the affairs of the  Company  since the date hereof or that
the information  contained or incorporated by reference  herein is correct as of
any time subsequent to its date. This Prospectus should be read and retained for
future reference.


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

                           The date of this  Prospectus  is  December 27, 1996.



                                                         

<PAGE>




                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
with the Exchange Act, the Company files reports and other  information with the
Securities and Exchange Commission (the "Commission").  Copies of reports, proxy
statements and other information filed by the Company with the Commission can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549,  and at the
following  regional  offices of the  Commission:  500 West Madison,  Suite 1400,
Chicago,  Illinois 60661;  and 7 World Trade Center,  13th floor,  New York, New
York 10048.  Copies of such material  also can be obtained at  prescribed  rates
from the Public Reference  Section of the Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  The  common  stock of the  Company  is  listed on the
National   Association  of  Securities   Dealers   Automated   Quotation  System
("Nasdaq"), where reports, proxy statements and other information concerning the
Company can also be inspected.

         The  Company has filed with the  Commission  a  Registration  Statement
under the Securities  Act of 1933, as amended (the  "Securities  Act"),  for the
registration  of the securities  offered hereby.  This Prospectus  omits certain
information  set  forth  or  incorporated  by  reference  in  the   Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered,  upon written or oral request of such person, a
copy of any and all of the information  that has been  incorporated by reference
in the Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically  incorporated by
reference into the information  that the Registration  Statement  incorporates).
Any  such  requests  should  be  directed  to:  Secretary,  Uniroyal  Technology
Corporation, Suite 900, Two North Tamiami Trail, Sarasota, Florida 34236.

         The Company  will furnish to each person  participating  in the Plan to
whom this  Prospectus  is given a copy of the  Company's  Annual  Report,  which
contains the balance  sheets of the Company as of the preceding two fiscal years
and the related  statements of operations,  changes in shareholders'  equity and
cash flows for each of the  preceding  three  fiscal  years.  Any person who has
previously  received a copy of such Annual  Report may receive  another  without
charge  upon  written or oral  request to the  Secretary  of the  Company at the
address of the Company set forth above. Upon written or oral request to the same
location,  the Company will deliver to any person  participating in the Plan who
does not otherwise receive such material copies of all reports, proxy statements
and other  communications  distributed  to  shareholders  generally.  Additional
information  concerning  the  Plan may be  provided  in the  future  by means of
appendices to this Prospectus.

                               

<PAGE>




                                TABLE OF CONTENTS

                                                                       Page

GENERAL INFORMATION..........................................................1

THE PLAN ....................................................................1
         Purpose of Plan.....................................................1
         Administration of the Plan..........................................1
         Shares Available under the Plan; Option Exercise Price..............2
         Eligibility.........................................................2
         Description of Options..............................................2
         Adjustment of Shares; Effect of Certain Transactions................3
         Termination, Suspension or Amendment of the Plan....................3
         Restrictions on Resale..............................................3

FEDERAL INCOME TAX CONSEQUENCES..............................................3

REGISTRANT AND PLAN INFORMATION..............................................5

PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT..................6
         Item 3.  Incorporation of Documents by Reference....................6
         Item 4.  Description of Securities..................................6
         Item 5.  Interests of Named Experts and Counsel.....................6
         Item 6.  Indemnification of Directors and Officers..................6
         Item 7.  Exemption from Registration Claimed........................7
         Item 8.  Exhibits...................................................8
         Item 9.  Undertakings...............................................8



                                                         

<PAGE>



                               GENERAL INFORMATION

         The  title  of the plan is the  Uniroyal  Technology  Corporation  1995
Non-Qualified  Stock Option Plan (the  "Plan"),  and the name of the  registrant
whose securities are to be offered  pursuant to the Plan is Uniroyal  Technology
Corporation (the "Company").  The Plan is not subject to the Employee Retirement
Income  Security  Act of 1974,  as  amended,  nor is it a  qualified  plan under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code").

         The Company established the Plan effective April 25, 1995, and the Plan
was amended on November 2, 1995. The Plan was adopted by the stockholders of the
Company on February 14, 1996, and was amended by the Board of Directors of the 
Company (the "Board") on December 11, 1996. The terms of the Plan are 
summarized below.

         This Prospectus  covers the shares of common stock, par value $0.01 per
share,  of the Company  ("Common  Stock")  that are  issuable  upon  exercise of
options issued  pursuant to the Plan  ("Options") and the shares of Common Stock
that are  issuable  pursuant  to the Plan  ("Shares").  This  Prospectus  is not
available for the resale of the Common Stock under the Plan by affiliates of the
Company. An "affiliate," as defined by the Commission,  is a person who directly
or indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, the Company.  Participants  in the Plan who are
affiliates of the Company may sell  securities  delivered  under this Prospectus
only  pursuant to a  registration  statement and  prospectus,  or pursuant to an
appropriate exemption from the registration  requirements of the Securities Act.
See "Restrictions on Resale."

                              THE PLAN

         The  following  is only a  summary  of the  terms  of the  Plan  and is
qualified in its entirety by provisions of the Plan.  The summary  herein of the
Plan does not purport to be complete,  and reference is made to the Plan (a copy
of  which  is  filed  as  an  exhibit  to  the  Registration  Statement  and  is
incorporated herein by reference) for a full and complete statement of the terms
and provisions thereof. Additional copies of the Plan are available upon request
from  the  Secretary  of the  Company  at the  address  set  forth  above  under
"Available  Information." Each Plan participant should refer to the Plan and his
or her particular option award agreement for information concerning the specific
terms and conditions of securities issued pursuant to the Plan.

Purpose of Plan

         The Plan is  intended as an  incentive  to retain as  directors  on the
Board of Directors persons of training, experience and ability, to encourage the
sense of  proprietorship of such persons and to stimulate the active interest of
such persons in the development and financial success of the Company.

Administration of the Plan

         The Plan is  administered by the Board of Directors of the Company (the
"Board").

         Subject to the Board's right to  discontinue  the Plan at any time, the
Plan will remain in effect  until all Options  issued under the Plan have either
been exercised or have expired.



                                                         4

<PAGE>



Shares Available under the Plan; Option Exercise Price

         A total number of up to the number of Shares  calculated by multiplying
by the number of directors  participating  in the Plan by the number  calculated
pursuant to the formula set forth  below in  "Description  of Options"  shall be
subject to the Plan;  such number shall be recalculated at the beginning of each
fiscal year of the  Company  and at the time of any  changes in the  independent
directors participating in the Plan to include the number of shares added to the
Plan in such  fiscal  year.  The Shares  subject  to the Plan  shall  consist of
unissued shares or previously  issued shares reacquired and held by the Company,
or any  corporation  or entity  in which  the  Company  directly  or  indirectly
controls  50% or more of the total  combined  voting power of all classes of its
stock having  voting  power (any such  corporation  or entity being  hereinafter
referred to as a "Subsidiary"), and such number of Shares shall be and hereby is
reserved  for sale for such  purpose.  Should any Option  expire or be  canceled
prior to its exercise in full, the Shares theretofore subject to such Option may
not  again be  subjected  to an  Option  under the  Plan.  See  "Description  of
Options".


Eligibility

         Options under the Plan may be granted only to directors of the Company.

Description of Options

         General. The Plan offers directors of the Company, as
additional  compensation,  the  opportunity  to purchase  up to 5,000  shares of
Common Stock  ("Shares") each year (10,000 in the first year of the Plan) at the
closing  price of the Common  Stock on the Nasdaq  National  Market on the grant
date.  The Plan  provides for the use of unissued  shares or  previously  issued
shares  reacquired and held by the Company or any corporation or other entity in
which the  Company,  directly or  indirectly,  controls 50% or more of the total
combined voting power of all classes of its stock having voting power.  Upon the
later of the adoption of the Plan,  or 30 days after initally becoming or being
reelected as a director of the Company ,  each director will receive a grant of
the options. Each option has an exercise  price for related  Shares that is 
equal to the fair market  value of the  Shares on the date that the  Option is
granted.  The fair market  value of the Shares is the last sale  price for the 
Common  Stock on the Nasdaq National Market for such date.  Each Option granted
under the Plan is for a term of three years from the date of granting of such  
Option.  An Option may be exercised in whole or in part at any time beginning 
nine months after the date of grant.  In the event of the death of an optionee  
during his or her term of service as a director of the Company,  to the extent 
that the  optionee was entitled to exercise an Option at the time of his or 
her death,  the Option  may be  exercised  during a one-year period  following  
the date of death (but not later than the  expiration  of the term 
of the Option) by the optionee's estate or by a person who has 
acquired the right to exercise the Option by bequest or inheritance.  No Option
or any rights or interest therein may be assignable or  transferable by an 
optionee except by will or the laws of descent and distribution.  
The Board may authorize the grant of Options on terms that permit
the optionee to transfer such Option to one or more members of the 
optionee's immediate family or to a trust for the benefit of one or 
more members of teh optionee's immediate family.

         Purchase  for  Investment.  The  Company has no  obligation  to 
register Shares  covered by the Plan under the  Securities  Act.  
The Company may require each person  exercising  an Option  under 
the Plan to give a  representation  in writing  that such  person is
Acquiring  Shares for his or her own  account for investment and 
not with 
                         

<PAGE>



a view to or for sale in connection with distribution of any portion thereof.


Adjustment of Shares; Effect of Certain Transactions

         The Plan  provides  the  Board of  Directors  with  discretion  to make
proportionate  adjustments to reflect  changes in  capitalization  affecting the
Common Stock, such as a stock dividend, stock split,  recapitalization,  merger,
consolidation,   split-up,  combination,  exchange  of  shares,  other  form  of
reorganization or any other changes affecting the Common Stock.

Termination, Suspension or Amendment of the Plan

         The  Board  of  Directors  may,  at any  time  or from  time  to  time,
terminate,  suspend or amend the Plan,  provided that no amendment shall be made
without the approval of the  stockholders  of the Company that will (1) increase
the total number of Shares  reserved  for Options  under the Plan (other than an
increase  resulting from an adjustment to reflect a change in the capitalization
of the Company),  (2) modify the provisions of the Plan relating to eligibility,
or (3) materially increase the benefits accruing to participants under the Plan.
The rights and obligations under any Option granted before amendment of the Plan
or any  unexercised  portion of such  Option may not be  adversely  affected  by
termination,  suspension  or  amendment  of the Plan or the Option  without  the
consent of the holder of such Option.

Restrictions on Resale

         Any  person  receiving  Shares  upon  exercise  of an Option  who is an
"affiliate" of the Company, as the term "affiliate" is used in Rules 144 and 405
under the  Securities  Act,  generally  may  reoffer or resell  such Shares only
pursuant to a registration statement filed under the Securities Act (the Company
having no obligation to file such a registration  statement) or pursuant to Rule
144 under the  Securities  Act.  Any  person  who may be an  "affiliate"  of the
Company may wish to consult with counsel  before  transferring  the  outstanding
Common Stock owned by such  person.  In  addition,  participants  are advised to
consult with counsel as to the  applicability  of Section 16 of the Exchange Act
to their  transactions under the Plan. Section 16 requires the filing by persons
subject to its  provisions  of certain  reports  with the  Commission  regarding
changes in beneficial  ownership of the Company's equity  securities,  including
options.  Moreover,  Section 16 can have the effect of requiring  the profits on
purchases  and  sales of the  Company's  equity  securities  occurring  within a
six-month period to be turned over to the Company.


                         FEDERAL INCOME TAX CONSEQUENCES

         The Plan is intended to provide for the grant of  Nonstatutory  Options
under Section 83 of the Internal  Revenue Code of 1986, as amended (the "Code") 
which are not incentive options under Section 422 of the Code.  The following  
statements  are intended to summarize  the general  principles of federal 
income tax law applicable to awards of Nonstatutory  Options that may be
granted under the Plan, based on existing provisions of the Code.

         The Treasury  Regulations  under present law provide in Section 1.83-7,
with respect to the  Nonstatutory  Options which may be granted to  participants
under the Plan,  that no gain or loss is  recognized to the optionee at the time
such  an  Option  having  no   ascertainable   fair  market  value  is  granted.
Nonstatutory Options granted


                                                        

<PAGE>



under the Plan  would not be  considered,  under the  Treasury  Regulations,  as
having  ascertainable fair market value. Upon exercise of a Nonstatutory Option,
the  difference  between the fair market  value on the date of exercise  and the
Option  exercise  price will be treated as  compensation  income to the optionee
under Section 61 or Section 83 of the Code. On a subsequent  sale or exchange of
Shares acquired pursuant to the exercise of a Nonstatutory  Option, the optionee
may have taxable  gain or loss,  measured by the  difference  between the amount
realized  on the  disposition  and the tax basis of such  Shares.  The tax basis
will, in general,  be the amount paid for the Shares plus the amount  treated as
compensation  income  at the time  the  Shares  were  acquired  pursuant  to the
exercise  of the  Option.  Provided  that  the  Shares  have  been  held for the
requisite statutory holding period, such gain or loss would constitute long-term
capital gain or loss.

         The optionee may choose to exercise a  Nonstatutory  Option in whole or
in part by transferring shares of common stock of the Company in payment of part
or all of the exercise  price.  Under  Section 1036 of the Code,  an exchange of
common shares for common shares of the same corporation is a nontaxable exchange
and, in general,  under  Section  1031(d) the basis of the shares  exchanged  is
treated as the substituted tax basis for the shares  received.  However,  if the
principles  of Revenue  Ruling  80- 244,  1980-2  C.B.  234,  are  applied to an
exchange of shares used to exercise a Nonstatutory  Option,  the shares tendered
would be treated as exchanged for an equivalent  number of option shares,  which
would take the tax basis of the tendered  shares.  If the  principles of Revenue
Ruling  80-244  remain  applicable,  no gain or loss will be  recognized  to the
optionee  with respect to the shares  exchanged and the optionee will be treated
as receiving an equivalent number of shares acquired pursuant to the exercise of
the option in a nontaxable exchange under Section 1036 of the Code. The basis of
the  shares  exchanged  will be  treated  as the  substituted  tax  basis for an
equivalent number of option shares received. The fair market value of any shares
received in excess of the number of shares exchanged,  however,  will be treated
as compensation  income under Section 61 or Section 83 of the Code. The basis of
such additional shares will be the same as the amount included in the optionee's
income as compensation.

         If the Company complies with the withholding requirements under Section
3402  of  the  Code,  as  provided  by  Section  1.83-6(a)(2)  of  the  Treasury
Regulations,  the Company  will be entitled  to a federal  income tax  deduction
under  Section  162 of the Code in the same  amount  and at the same time as the
optionee  of the  Nonstatutory  Option is  required  to  recognize  compensation
income.



<PAGE>



Interpretation

         The  foregoing   statements  are  intended  to  summarize  the  general
principles of current  federal  income tax law applicable to Options that may be
granted under the Plan. It is emphasized  that,  while the Company believes that
the foregoing  statements  are correct based on existing  provisions of the Code
and the  interpretations  thereof,  no assurance can be given that  legislative,
administrative or judicial changes or interpretations will not occur which would
modify such statements. Any participant in the Plan, should, therefore,  consult
his or her own tax advisor  concerning the income tax consequences of the grant,
exercise or surrender of such options and the  disposition of any stock acquired
pursuant  to  the  exercise  of  such  options,   because  individual  financial
situations may vary and state and local tax considerations may be significant.


                         REGISTRANT AND PLAN INFORMATION

         The  documents  incorporated  by  reference in Item 3 of Part II of the
Registration  Statement  can be obtained  without  charge,  upon written or oral
request to the following:  Secretary, Uniroyal Technology Corporation, Two North
Tamiami Trail, Suite 900, Sarasota, Florida 34236; telephone (941)366-5282.




                                                         

<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  Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 29, 1996.

         (2)  The  description  of  the  Company's  common  stock  contained  in
Amendment  No. 4 on Form 8 to the  Company's  Registration  Statement on Form 10
dated October 1, 1992.

         (3) All documents filed by the Company with the Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d)  of the  Securities  Exchange  Act of 1934
subsequent  to  the  date  of  this  registration  statement  and  prior  to the
termination of the offering of securities made by this registration statement.

     Any  statement  contained  in a  document  incorporated,  or  deemed  to be
incorporated,  by reference  herein shall be deemed to be modified or superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained or incorporated by reference herein or in any other subsequently filed
document  that also is or is  deemed  to be  incorporated  by  reference  herein
modifies or supersedes  such  statement.  Any statement so modified shall not be
deemed,  except  as so  modified,  to  constitute  a part of  this  registration
statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The opinion and consent of Oliver J. Janney, Esq., Vice President,  General
Counsel and  Secretary  of the  Company,  addressing  certain  legal  matters is
attached  hereto as Exhibits 5.1 and 23.1.  As of December 1, 1996,  Mr.  Janney
owned certain securities of the Company.

Item 6.  Indemnification of Directors and Officers

     Each of Article Twelfth of the Company's  Amended and Restated  Certificate
of  Incorporation  and Section 12 of the By-Laws of the Company provides for the
indemnification of its officers and directors to the fullest extent permitted by
the General Corporation Law of the State of Delaware ("Delaware Code"). Pursuant
to Section 145 of the Delaware  Code, a Delaware  corporation  generally has the
power to  indemnify  its  present  and former  directors  and  officers  against
expenses  incurred by them in connection  with any suit to which such  directors
and  officers  are,  or are  threatened  to be made,  a party by reason of their
serving in such  positions,  so long as they acted in good faith and in a manner
they reasonably  believed to be in, or not opposed to, the best interests of the
corporation  for which they served in such  positions,  and, with respect to any
criminal  action,  they had no  reasonable  cause to believe  their  conduct was
unlawful. The indemnity may include expenses (including

                        

<PAGE>



attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided that such director or officer acted in good faith and in a
manner such director or officer  reasonably  believed to be in or not opposed to
the best interests of the  corporation  and, with respect to any criminal action
or proceeding,  had no reasonable  cause to believe such director's or officer's
conduct  was  unlawful.  Indemnification  is not  available  if such  person  is
adjudged  to be liable  to the  corporation  for which he or she  served in such
positions,  unless  and only to the  extent  the court in which  such  action is
brought determines that,  despite the adjudication of liability,  and in view of
all  the  circumstances,  the  person  is  reasonably  and  fairly  entitled  to
indemnification  for such  expenses  as the court  shall  deem  proper.  Where a
director or officer is  successful  on the merits or otherwise in the defense of
any  action  referred  to above or in  defense  of any  claim,  issue or  matter
therein,  the  corporation  must indemnify such director or officer  against the
expenses  (including  attorneys'  fees) which he or she actually and  reasonably
incurred in  connection  therewith.  The  Company has the power to purchase  and
maintain  insurance for such persons.  The statute also expressly  provides that
the power to indemnify authorized thereby is not exclusive of any rights granted
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

     The Company has in effect  insurance  policies in the amount of $15 million
covering all of the Company's  directors and officers in certain instances where
by law they may not be indemnified by the Company.

     The  above   discussion  of  the  Amended  and  Restated   Certificate   of
Incorporation and By-Laws of the Company and of Section 145 of the Delaware Code
is not  intended  to be  exhaustive  and is  qualified  in its  entirety by such
Amended and Restated  Certificate of Incorporation  and By-Laws and the Delaware
Code.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant  to the  provisions  described  under  this Item 6, or  otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission (the "Commission")  such  indemnification is against public policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection  with the Shares being  registered,  the Company 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 and will be governed by the final adjudication of such issue.


Item 7.  Exemption from Registration Claimed

     Not applicable.







                               

<PAGE>



Item 8.  Exhibits

     The following Exhibits are filed herewith:

Exhibit Number                                Description

 4.1             

*4.2             Amended and Restated Certificate of Incorporation of Uniroyal 
                 Technology Corporation

**4.3            By-Laws of Uniroyal Technology Corporation, as
                 amended to November 14, 1996

 4.4             Information    relating    to    the Company's   long-term  
                 debt is set forth in Note 8 to the financial statements    
                 contained    in    the  Company's Annual Report on Form 10-K
                 with  respect  to  the  fiscal  year ended  September 29, 
                 1996 (File  No. 0-20686),   which   information is  
                 incorporated herein by reference.

 5.1 and 23.1    Opinion and Consent of General Counsel of Uniroyal
                 Technology Corporation.

**10.1           Uniroyal Technology Corporation 1995 Non-Qualified
                 Stock Option Plan, as amended to December 11, 1996
   
23.2             Consent of Deloitte & Touche LLP


Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

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

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

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

             (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.
----------------------

* Filed with the  Registration  Statement of the Company on 
  Form S-1 dated March 29, 1993, and incorporated herein by 
  reference.  

** Filed with the Annual Report of the Company on Form 10-K 
   dated December __, 1996, and incorporated  herein by
   reference.


                                                        

<PAGE>



     Provided,  however,  that paragraphs (a)(1)(i) and (ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
     any  of  the  securities  being  registered  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
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                                       

<PAGE>




                                                    SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on December 27, 1996.

                                 UNIROYAL TECHNOLOGY CORPORATION


                             By:      /S/ George J. Zulanas, Jr.
                                        George J. Zulanas, Jr.
                                     Vice President and Treasurer
                                   (Principal Financial Officer and
                                     Principal Accounting Officer)


                                   UNIROYAL TECHNOLOGY CORPORATION
                                           OPTION COMMITTEE


                                       By: /S/ Roland H. Meyer
                                      Roland H. Meyer, Chairman
                                   Uniroyal Technology Corporation
                                            Option Committee


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



/S/ Howard R. Curd            Director, Chairman        December 27, 1996
Howard R. Curd                of the Board and
                              Chief Executive Officer


/S/ George J. Zulanas, Jr.    Vice President,           December 27, 1996
George J. Zulanas, Jr.        Treasurer, and Chief
                              Financial Officer
                              (Principal Financial
                              Officer and Principal
                              Accounting Officer)









                                                        

<PAGE>


/S/ Peter C.B. Bynoe   Director             December 27, 1996
Peter C.B. Bynoe



/S/ Richard D. Kimbel  Director             December 27, 1996
Richard D. Kimbel



/S/ Curtis L. Mack     Director              December 27, 1996
Curtis L. Mack


/S/ Roland H. Meyer    Director              December 27, 1996
Roland H. Meyer


/S/ John A. Porter     Director              December 27, 1996
John A. Porter


/S/ Thomas J. Russell  Director              December 27, 1996
Thomas J. Russell


/S/ Robert L. Soran    Director,             December 27, 1996
Robert L. Soran        President and
                       Chief Operating
                       Officer
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 40373}]
{"company-data": {"conformed-name": "UNIROYAL TECHNOLOGY CORP", "cik": "0000890096", "assigned-sic": "3080", "irs-number": "650341868", "state-of-incorporation": "DE", "fiscal-year-end": "0927"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18857", "film-number": "96686740"}, "business-address": {"street1": "ONE SARASOTA TOWER STE 900", "street2": "TWO NORTH TAMIAMI TRAIL", "city": "SARASOTA", "state": "FL", "zip": "34236-5568", "phone": "8133665282"}}
As filed with the S.E.C. on December 27, 1996
--------------------------------------------------------------------------

                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                         __________________
                             FORM S-8
                     REGISTRATION STATEMENT
                               UNDER
                   THE SECURITIES ACT OF 1933
                        ___________________

                UNIROYAL TECHNOLOGY CORPORATION
       (Exact name of Registrant as specified in its charter)

   Delaware                                           65-0341868
(State or other jurisdiction                      (I.R.S. Employer
of Incorporation or organization)            Identification Number)

                          Suite 900
                   Two North Tamiami Trail
                   Sarasota, Florida 34236
                      (941) 366-5282
   (Address,  including zip code, and telephone number, including 
   area code, of Registrant's principal executive offices)

UNIROYAL TECHNOLOGY CORPORATION 1995 NON-QUALIFIED STOCK OPTION PLAN
                   (Full title of the plan)

                             OLIVER J. JANNEY, ESQ.
                  Vice President, Secretary and General Counsel
                         Uniroyal Technology Corporation
                                 Suite 900
                         Two North Tamiami Trail
                         Sarasota, Florida 34236
                  (Name and address of agent for service)
                            (941) 361-2212
    (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

Title of       Amount to be  Proposed     Proposed
Securities to  registered    Maximum      maximum aggre-     Amount of
be registered               offering price  te offering     registration
                               per unit*     price*             fee*
Uniroyal
Technology
Corporation
Common Stock
(par value     140,000 shares    $3.375     $472,500        $162.93
$.01 per share)

*  Estimated  solely for the  purpose of  determining  the  registration  fee in
accordance with Rule 457 under the Securities Act of 1933 based on the prices of
the grants to the date hereof.
UNIROYAL TECHNOLOGY CORPORATION

                  UNIROYAL TECHNOLOGY CORPORATION 1995 STOCK OPTION PLAN

              Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K

Form S-8 Item Number and Heading             Prospectus Heading

Item 1.  Plan Information                   Cover Page: the Plan;

Item 2.  Registrant Information and           Registrant and
            Employee Plan Annual Information  Plan Information
PROSPECTUS

                         UNIROYAL TECHNOLOGY CORPORATION

                                          140,000 Shares of Common Stock
                                             Par Value $.01 Per Share

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

                             OFFERED PURSUANT TO THE
                         UNIROYAL TECHNOLOGY CORPORATION
                      1995 NON-QUALIFIED STOCK OPTION PLAN

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

         This  Prospectus  covers  shares of Common  Stock,  par value  $.01 per
share,  of  Uniroyal  Technology   Corporation,   a  Delaware  corporation  (the
"Company")  issuable  upon the  exercise  of stock  options  granted  under  the
Uniroyal  Technology  Corporation  1995  Non-Qualified  Stock  Option  Plan (the
"Plan").

         The principal executive offices of the Company are located at Two North
Tamiami Trail, Suite 900, Sarasota,  Florida 34236,  telephone number (941) 366-
5282.

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

         No person has been  authorized to give any  information  or to make any
representations, other than those contained herein, in connection with the offer
contained  in this  Prospectus,  and,  if  given or made,  such  information  or
representations  must  not be  relied  upon as  having  been  authorized  by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities  covered by this Prospectus by the Company in
any State in which,  or to any person to whom, it is unlawful for the Company to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale hereunder shall, under any circumstances,  create an implication that there
has been no change in the affairs of the  Company  since the date hereof or that
the information  contained or incorporated by reference  herein is correct as of
any time subsequent to its date. This Prospectus should be read and retained for
future reference.

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

                           The date of this  Prospectus  is  December 27, 1996.
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
with the Exchange Act, the Company files reports and other  information with the
Securities and Exchange Commission (the "Commission").  Copies of reports, proxy
statements and other information filed by the Company with the Commission can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549,  and at the
following  regional  offices of the  Commission:  500 West Madison,  Suite 1400,
Chicago,  Illinois 60661;  and 7 World Trade Center,  13th floor,  New York, New
York 10048.  Copies of such material  also can be obtained at  prescribed  rates
from the Public Reference  Section of the Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  The  common  stock of the  Company  is  listed on the
National   Association  of  Securities   Dealers   Automated   Quotation  System
("Nasdaq"), where reports, proxy statements and other information concerning the
Company can also be inspected.

         The  Company has filed with the  Commission  a  Registration  Statement
under the Securities  Act of 1933, as amended (the  "Securities  Act"),  for the
registration  of the securities  offered hereby.  This Prospectus  omits certain
information  set  forth  or  incorporated  by  reference  in  the   Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered,  upon written or oral request of such person, a
copy of any and all of the information  that has been  incorporated by reference
in the Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically  incorporated by
reference into the information  that the Registration  Statement  incorporates).
Any  such  requests  should  be  directed  to:  Secretary,  Uniroyal  Technology
Corporation, Suite 900, Two North Tamiami Trail, Sarasota, Florida 34236.

         The Company  will furnish to each person  participating  in the Plan to
whom this  Prospectus  is given a copy of the  Company's  Annual  Report,  which
contains the balance  sheets of the Company as of the preceding two fiscal years
and the related  statements of operations,  changes in shareholders'  equity and
cash flows for each of the  preceding  three  fiscal  years.  Any person who has
previously  received a copy of such Annual  Report may receive  another  without
charge  upon  written or oral  request to the  Secretary  of the  Company at the
address of the Company set forth above. Upon written or oral request to the same
location,  the Company will deliver to any person  participating in the Plan who
does not otherwise receive such material copies of all reports, proxy statements
and other  communications  distributed  to  shareholders  generally.  Additional
information  concerning  the  Plan may be  provided  in the  future  by means of
appendices to this Prospectus.
TABLE OF CONTENTS

                                                                       Page

GENERAL INFORMATION..........................................................1

THE PLAN ....................................................................1
         Purpose of Plan.....................................................1
         Administration of the Plan..........................................1
         Shares Available under the Plan; Option Exercise Price..............2
         Eligibility.........................................................2
         Description of Options..............................................2
         Adjustment of Shares; Effect of Certain Transactions................3
         Termination, Suspension or Amendment of the Plan....................3
         Restrictions on Resale..............................................3

FEDERAL INCOME TAX CONSEQUENCES..............................................3

REGISTRANT AND PLAN INFORMATION..............................................5

PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT..................6
         Item 3.  Incorporation of Documents by Reference....................6
         Item 4.  Description of Securities..................................6
         Item 5.  Interests of Named Experts and Counsel.....................6
         Item 6.  Indemnification of Directors and Officers..................6
         Item 7.  Exemption from Registration Claimed........................7
         Item 8.  Exhibits...................................................8
         Item 9.  Undertakings...............................................8
GENERAL INFORMATION

         The  title  of the plan is the  Uniroyal  Technology  Corporation  1995
Non-Qualified  Stock Option Plan (the  "Plan"),  and the name of the  registrant
whose securities are to be offered  pursuant to the Plan is Uniroyal  Technology
Corporation (the "Company").  The Plan is not subject to the Employee Retirement
Income  Security  Act of 1974,  as  amended,  nor is it a  qualified  plan under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code").

         The Company established the Plan effective April 25, 1995, and the Plan
was amended on November 2, 1995. The Plan was adopted by the stockholders of the
Company on February 14, 1996, and was amended by the Board of Directors of the 
Company (the "Board") on December 11, 1996. The terms of the Plan are 
summarized below.

         This Prospectus  covers the shares of common stock, par value $0.01 per
share,  of the Company  ("Common  Stock")  that are  issuable  upon  exercise of
options issued  pursuant to the Plan  ("Options") and the shares of Common Stock
that are  issuable  pursuant  to the Plan  ("Shares").  This  Prospectus  is not
available for the resale of the Common Stock under the Plan by affiliates of the
Company. An "affiliate," as defined by the Commission,  is a person who directly
or indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, the Company.  Participants  in the Plan who are
affiliates of the Company may sell  securities  delivered  under this Prospectus
only  pursuant to a  registration  statement and  prospectus,  or pursuant to an
appropriate exemption from the registration  requirements of the Securities Act.
See "Restrictions on Resale."

                              THE PLAN

         The  following  is only a  summary  of the  terms  of the  Plan  and is
qualified in its entirety by provisions of the Plan.  The summary  herein of the
Plan does not purport to be complete,  and reference is made to the Plan (a copy
of  which  is  filed  as  an  exhibit  to  the  Registration  Statement  and  is
incorporated herein by reference) for a full and complete statement of the terms
and provisions thereof. Additional copies of the Plan are available upon request
from  the  Secretary  of the  Company  at the  address  set  forth  above  under
"Available  Information." Each Plan participant should refer to the Plan and his
or her particular option award agreement for information concerning the specific
terms and conditions of securities issued pursuant to the Plan.

Purpose of Plan

         The Plan is  intended as an  incentive  to retain as  directors  on the
Board of Directors persons of training, experience and ability, to encourage the
sense of  proprietorship of such persons and to stimulate the active interest of
such persons in the development and financial success of the Company.

Administration of the Plan

         The Plan is  administered by the Board of Directors of the Company (the
"Board").

         Subject to the Board's right to  discontinue  the Plan at any time, the
Plan will remain in effect  until all Options  issued under the Plan have either
been exercised or have expired.

                                                         4
Shares Available under the Plan; Option Exercise Price

         A total number of up to the number of Shares  calculated by multiplying
by the number of directors  participating  in the Plan by the number  calculated
pursuant to the formula set forth  below in  "Description  of Options"  shall be
subject to the Plan;  such number shall be recalculated at the beginning of each
fiscal year of the  Company  and at the time of any  changes in the  independent
directors participating in the Plan to include the number of shares added to the
Plan in such  fiscal  year.  The Shares  subject  to the Plan  shall  consist of
unissued shares or previously  issued shares reacquired and held by the Company,
or any  corporation  or entity  in which  the  Company  directly  or  indirectly
controls  50% or more of the total  combined  voting power of all classes of its
stock having  voting  power (any such  corporation  or entity being  hereinafter
referred to as a "Subsidiary"), and such number of Shares shall be and hereby is
reserved  for sale for such  purpose.  Should any Option  expire or be  canceled
prior to its exercise in full, the Shares theretofore subject to such Option may
not  again be  subjected  to an  Option  under the  Plan.  See  "Description  of
Options".

Eligibility

         Options under the Plan may be granted only to directors of the Company.

Description of Options

         General. The Plan offers directors of the Company, as
additional  compensation,  the  opportunity  to purchase  up to 5,000  shares of
Common Stock  ("Shares") each year (10,000 in the first year of the Plan) at the
closing  price of the Common  Stock on the Nasdaq  National  Market on the grant
date.  The Plan  provides for the use of unissued  shares or  previously  issued
shares  reacquired and held by the Company or any corporation or other entity in
which the  Company,  directly or  indirectly,  controls 50% or more of the total
combined voting power of all classes of its stock having voting power.  Upon the
later of the adoption of the Plan,  or 30 days after initally becoming or being
reelected as a director of the Company ,  each director will receive a grant of
the options. Each option has an exercise  price for related  Shares that is 
equal to the fair market  value of the  Shares on the date that the  Option is
granted.  The fair market  value of the Shares is the last sale  price for the 
Common  Stock on the Nasdaq National Market for such date.  Each Option granted
under the Plan is for a term of three years from the date of granting of such  
Option.  An Option may be exercised in whole or in part at any time beginning 
nine months after the date of grant.  In the event of the death of an optionee  
during his or her term of service as a director of the Company,  to the extent 
that the  optionee was entitled to exercise an Option at the time of his or 
her death,  the Option  may be  exercised  during a one-year period  following  
the date of death (but not later than the  expiration  of the term 
of the Option) by the optionee's estate or by a person who has 
acquired the right to exercise the Option by bequest or inheritance.  No Option
or any rights or interest therein may be assignable or  transferable by an 
optionee except by will or the laws of descent and distribution.  
The Board may authorize the grant of Options on terms that permit
the optionee to transfer such Option to one or more members of the 
optionee's immediate family or to a trust for the benefit of one or 
more members of teh optionee's immediate family.

         Purchase  for  Investment.  The  Company has no  obligation  to 
register Shares  covered by the Plan under the  Securities  Act.  
The Company may require each person  exercising  an Option  under 
the Plan to give a  representation  in writing  that such  person is
Acquiring  Shares for his or her own  account for investment and 
not with
a view to or for sale in connection with distribution of any portion thereof.

Adjustment of Shares; Effect of Certain Transactions

         The Plan  provides  the  Board of  Directors  with  discretion  to make
proportionate  adjustments to reflect  changes in  capitalization  affecting the
Common Stock, such as a stock dividend, stock split,  recapitalization,  merger,
consolidation,   split-up,  combination,  exchange  of  shares,  other  form  of
reorganization or any other changes affecting the Common Stock.

Termination, Suspension or Amendment of the Plan

         The  Board  of  Directors  may,  at any  time  or from  time  to  time,
terminate,  suspend or amend the Plan,  provided that no amendment shall be made
without the approval of the  stockholders  of the Company that will (1) increase
the total number of Shares  reserved  for Options  under the Plan (other than an
increase  resulting from an adjustment to reflect a change in the capitalization
of the Company),  (2) modify the provisions of the Plan relating to eligibility,
or (3) materially increase the benefits accruing to participants under the Plan.
The rights and obligations under any Option granted before amendment of the Plan
or any  unexercised  portion of such  Option may not be  adversely  affected  by
termination,  suspension  or  amendment  of the Plan or the Option  without  the
consent of the holder of such Option.

Restrictions on Resale

         Any  person  receiving  Shares  upon  exercise  of an Option  who is an
"affiliate" of the Company, as the term "affiliate" is used in Rules 144 and 405
under the  Securities  Act,  generally  may  reoffer or resell  such Shares only
pursuant to a registration statement filed under the Securities Act (the Company
having no obligation to file such a registration  statement) or pursuant to Rule
144 under the  Securities  Act.  Any  person  who may be an  "affiliate"  of the
Company may wish to consult with counsel  before  transferring  the  outstanding
Common Stock owned by such  person.  In  addition,  participants  are advised to
consult with counsel as to the  applicability  of Section 16 of the Exchange Act
to their  transactions under the Plan. Section 16 requires the filing by persons
subject to its  provisions  of certain  reports  with the  Commission  regarding
changes in beneficial  ownership of the Company's equity  securities,  including
options.  Moreover,  Section 16 can have the effect of requiring  the profits on
purchases  and  sales of the  Company's  equity  securities  occurring  within a
six-month period to be turned over to the Company.

                         FEDERAL INCOME TAX CONSEQUENCES

         The Plan is intended to provide for the grant of  Nonstatutory  Options
under Section 83 of the Internal  Revenue Code of 1986, as amended (the "Code") 
which are not incentive options under Section 422 of the Code.  The following  
statements  are intended to summarize  the general  principles of federal 
income tax law applicable to awards of Nonstatutory  Options that may be
granted under the Plan, based on existing provisions of the Code.

         The Treasury  Regulations  under present law provide in Section 1.83-7,
with respect to the  Nonstatutory  Options which may be granted to  participants
under the Plan,  that no gain or loss is  recognized to the optionee at the time
such  an  Option  having  no   ascertainable   fair  market  value  is  granted.
Nonstatutory Options granted
under the Plan  would not be  considered,  under the  Treasury  Regulations,  as
having  ascertainable fair market value. Upon exercise of a Nonstatutory Option,
the  difference  between the fair market  value on the date of exercise  and the
Option  exercise  price will be treated as  compensation  income to the optionee
under Section 61 or Section 83 of the Code. On a subsequent  sale or exchange of
Shares acquired pursuant to the exercise of a Nonstatutory  Option, the optionee
may have taxable  gain or loss,  measured by the  difference  between the amount
realized  on the  disposition  and the tax basis of such  Shares.  The tax basis
will, in general,  be the amount paid for the Shares plus the amount  treated as
compensation  income  at the time  the  Shares  were  acquired  pursuant  to the
exercise  of the  Option.  Provided  that  the  Shares  have  been  held for the
requisite statutory holding period, such gain or loss would constitute long-term
capital gain or loss.

         The optionee may choose to exercise a  Nonstatutory  Option in whole or
in part by transferring shares of common stock of the Company in payment of part
or all of the exercise  price.  Under  Section 1036 of the Code,  an exchange of
common shares for common shares of the same corporation is a nontaxable exchange
and, in general,  under  Section  1031(d) the basis of the shares  exchanged  is
treated as the substituted tax basis for the shares  received.  However,  if the
principles  of Revenue  Ruling  80- 244,  1980-2  C.B.  234,  are  applied to an
exchange of shares used to exercise a Nonstatutory  Option,  the shares tendered
would be treated as exchanged for an equivalent  number of option shares,  which
would take the tax basis of the tendered  shares.  If the  principles of Revenue
Ruling  80-244  remain  applicable,  no gain or loss will be  recognized  to the
optionee  with respect to the shares  exchanged and the optionee will be treated
as receiving an equivalent number of shares acquired pursuant to the exercise of
the option in a nontaxable exchange under Section 1036 of the Code. The basis of
the  shares  exchanged  will be  treated  as the  substituted  tax  basis for an
equivalent number of option shares received. The fair market value of any shares
received in excess of the number of shares exchanged,  however,  will be treated
as compensation  income under Section 61 or Section 83 of the Code. The basis of
such additional shares will be the same as the amount included in the optionee's
income as compensation.

         If the Company complies with the withholding requirements under Section
3402  of  the  Code,  as  provided  by  Section  1.83-6(a)(2)  of  the  Treasury
Regulations,  the Company  will be entitled  to a federal  income tax  deduction
under  Section  162 of the Code in the same  amount  and at the same time as the
optionee  of the  Nonstatutory  Option is  required  to  recognize  compensation
income.
Interpretation

         The  foregoing   statements  are  intended  to  summarize  the  general
principles of current  federal  income tax law applicable to Options that may be
granted under the Plan. It is emphasized  that,  while the Company believes that
the foregoing  statements  are correct based on existing  provisions of the Code
and the  interpretations  thereof,  no assurance can be given that  legislative,
administrative or judicial changes or interpretations will not occur which would
modify such statements. Any participant in the Plan, should, therefore,  consult
his or her own tax advisor  concerning the income tax consequences of the grant,
exercise or surrender of such options and the  disposition of any stock acquired
pursuant  to  the  exercise  of  such  options,   because  individual  financial
situations may vary and state and local tax considerations may be significant.

                         REGISTRANT AND PLAN INFORMATION

         The  documents  incorporated  by  reference in Item 3 of Part II of the
Registration  Statement  can be obtained  without  charge,  upon written or oral
request to the following:  Secretary, Uniroyal Technology Corporation, Two North
Tamiami Trail, Suite 900, Sarasota, Florida 34236; telephone (941)366-5282.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed by the Company with the  Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 29, 1996.

         (2)  The  description  of  the  Company's  common  stock  contained  in
Amendment  No. 4 on Form 8 to the  Company's  Registration  Statement on Form 10
dated October 1, 1992.

         (3) All documents filed by the Company with the Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d)  of the  Securities  Exchange  Act of 1934
subsequent  to  the  date  of  this  registration  statement  and  prior  to the
termination of the offering of securities made by this registration statement.

     Any  statement  contained  in a  document  incorporated,  or  deemed  to be
incorporated,  by reference  herein shall be deemed to be modified or superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained or incorporated by reference herein or in any other subsequently filed
document  that also is or is  deemed  to be  incorporated  by  reference  herein
modifies or supersedes  such  statement.  Any statement so modified shall not be
deemed,  except  as so  modified,  to  constitute  a part of  this  registration
statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The opinion and consent of Oliver J. Janney, Esq., Vice President,  General
Counsel and  Secretary  of the  Company,  addressing  certain  legal  matters is
attached  hereto as Exhibits 5.1 and 23.1.  As of December 1, 1996,  Mr.  Janney
owned certain securities of the Company.

Item 6.  Indemnification of Directors and Officers

     Each of Article Twelfth of the Company's  Amended and Restated  Certificate
of  Incorporation  and Section 12 of the By-Laws of the Company provides for the
indemnification of its officers and directors to the fullest extent permitted by
the General Corporation Law of the State of Delaware ("Delaware Code"). Pursuant
to Section 145 of the Delaware  Code, a Delaware  corporation  generally has the
power to  indemnify  its  present  and former  directors  and  officers  against
expenses  incurred by them in connection  with any suit to which such  directors
and  officers  are,  or are  threatened  to be made,  a party by reason of their
serving in such  positions,  so long as they acted in good faith and in a manner
they reasonably  believed to be in, or not opposed to, the best interests of the
corporation  for which they served in such  positions,  and, with respect to any
criminal  action,  they had no  reasonable  cause to believe  their  conduct was
unlawful. The indemnity may include expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided that such director or officer acted in good faith and in a
manner such director or officer  reasonably  believed to be in or not opposed to
the best interests of the  corporation  and, with respect to any criminal action
or proceeding,  had no reasonable  cause to believe such director's or officer's
conduct  was  unlawful.  Indemnification  is not  available  if such  person  is
adjudged  to be liable  to the  corporation  for which he or she  served in such
positions,  unless  and only to the  extent  the court in which  such  action is
brought determines that,  despite the adjudication of liability,  and in view of
all  the  circumstances,  the  person  is  reasonably  and  fairly  entitled  to
indemnification  for such  expenses  as the court  shall  deem  proper.  Where a
director or officer is  successful  on the merits or otherwise in the defense of
any  action  referred  to above or in  defense  of any  claim,  issue or  matter
therein,  the  corporation  must indemnify such director or officer  against the
expenses  (including  attorneys'  fees) which he or she actually and  reasonably
incurred in  connection  therewith.  The  Company has the power to purchase  and
maintain  insurance for such persons.  The statute also expressly  provides that
the power to indemnify authorized thereby is not exclusive of any rights granted
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

     The Company has in effect  insurance  policies in the amount of $15 million
covering all of the Company's  directors and officers in certain instances where
by law they may not be indemnified by the Company.

     The  above   discussion  of  the  Amended  and  Restated   Certificate   of
Incorporation and By-Laws of the Company and of Section 145 of the Delaware Code
is not  intended  to be  exhaustive  and is  qualified  in its  entirety by such
Amended and Restated  Certificate of Incorporation  and By-Laws and the Delaware
Code.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant  to the  provisions  described  under  this Item 6, or  otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission (the "Commission")  such  indemnification is against public policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection  with the Shares being  registered,  the Company 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 and will be governed by the final adjudication of such issue.

Item 7.  Exemption from Registration Claimed

     Not applicable.
Item 8.  Exhibits

     The following Exhibits are filed herewith:

Exhibit Number                                Description

 4.1             

*4.2             Amended and Restated Certificate of Incorporation of Uniroyal 
                 Technology Corporation

**4.3            By-Laws of Uniroyal Technology Corporation, as
                 amended to November 14, 1996

 4.4             Information    relating    to    the Company's   long-term  
                 debt is set forth in Note 8 to the financial statements    
                 contained    in    the  Company's Annual Report on Form 10-K
                 with  respect  to  the  fiscal  year ended  September 29, 
                 1996 (File  No. 0-20686),   which   information is  
                 incorporated herein by reference.

 5.1 and 23.1    Opinion and Consent of General Counsel of Uniroyal
                 Technology Corporation.

**10.1           Uniroyal Technology Corporation 1995 Non-Qualified
                 Stock Option Plan, as amended to December 11, 1996
   
23.2             Consent of Deloitte & Touche LLP

Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

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

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

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

             (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.
----------------------

* Filed with the  Registration  Statement of the Company on 
  Form S-1 dated March 29, 1993, and incorporated herein by 
  reference.  

** Filed with the Annual Report of the Company on Form 10-K 
   dated December __, 1996, and incorporated  herein by
   reference.
Provided,  however,  that paragraphs (a)(1)(i) and (ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
     any  of  the  securities  being  registered  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
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on December 27, 1996.

                                 UNIROYAL TECHNOLOGY CORPORATION

                             By:      /S/ George J. Zulanas, Jr.
                                        George J. Zulanas, Jr.
                                     Vice President and Treasurer
                                   (Principal Financial Officer and
                                     Principal Accounting Officer)

                                   UNIROYAL TECHNOLOGY CORPORATION
                                           OPTION COMMITTEE

                                       By: /S/ Roland H. Meyer
                                      Roland H. Meyer, Chairman
                                   Uniroyal Technology Corporation
                                            Option Committee

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

/S/ Howard R. Curd            Director, Chairman        December 27, 1996
Howard R. Curd                of the Board and
                              Chief Executive Officer

/S/ George J. Zulanas, Jr.    Vice President,           December 27, 1996
George J. Zulanas, Jr.        Treasurer, and Chief
                              Financial Officer
                              (Principal Financial
                              Officer and Principal
                              Accounting Officer)
/S/ Peter C.B. Bynoe   Director             December 27, 1996
Peter C.B. Bynoe

/S/ Richard D. Kimbel  Director             December 27, 1996
Richard D. Kimbel

/S/ Curtis L. Mack     Director              December 27, 1996
Curtis L. Mack

/S/ Roland H. Meyer    Director              December 27, 1996
Roland H. Meyer

/S/ John A. Porter     Director              December 27, 1996
John A. Porter

/S/ Thomas J. Russell  Director              December 27, 1996
Thomas J. Russell

/S/ Robert L. Soran    Director,             December 27, 1996
Robert L. Soran        President and
                       Chief Operating
                       Officer