Filed with the Securities and Exchange Commission on September 9, 1996 
                              Registration No.333-
- -------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933
                                 --------------

                              AEROVOX INCORPORATED
               (Exact name of issuer as specified in its charter)
             Delaware                                76-0254329
             --------------                         -------------
         (State or other jurisdiction                (I.R.S. Employer
        of incorporation or organization)            Identification No.)

            370 Faunce Corner Road, N. Dartmouth, Massachusetts 02747
            ---------------------------------------------------------
          (Address of Principal Executive Offices, Including Zip Code)

          Non-Statutory Stock Option Award Agreement for Robert Elliott
          -------------------------------------------------------------
                            (Full title of the plan)

                    Jeffrey A. Templer, Senior Vice President
                              Aerovox Incorporated
                             370 Faunce Corner Road
                        N. Dartmouth, Massachusetts 02747
                                  -------------
                     (Name and Address of Agent for Service)

                                 (508) 995-8000
               -------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

                          

                                                                          
<TABLE>
<CAPTION>
<S>   
                                              
 <C>                        <C>                         <C>                         <C>                         <C> 
                                                        Proposed  maximum           Proposed maximum            Amount of
Title of securities to be   Amount to be                offering price per          aggregate offering          registration
registered                  registered                  share (1)                   price (1)                   fee
- ----------                  ----------                  ---------                   ---------                   ---
Common Stock, $1.00
par value (including
preferred share
purchase rights)            50,000 shares               (2) $6 3/16                 $309,375                    $107.00
- ----------------            -------------               --------------              -------------               -------
</TABLE>


 (1)  Estimated  solely for the  purpose of  determining  the  registration  fee
pursuant to Rule 457, based on the average of the high and low sale price of the
Common Stock on the NASDAQ National Market System on September 3, 1996.


                                       -1-


<PAGE>



 (2) Plus such  indeterminate  number of additional shares as may be required in
the event of a stock  dividend,  stock split or combination  of shares,  reverse
stock split or other change in the capitalization of Aerovox Incorporated. Prior
to the occurrence of certain events the Preferred Share Purchase Rights will not
be evidenced separately from the Common Stock.

                                       -2-


<PAGE>




Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

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

         (a)  Aerovox's  Annual  Report on Form 10-K for the  fiscal  year ended
December 30, 1995, filed pursuant to the Exchange Act.

         (b) Aerovox's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 30 and June 29, 1996, filed pursuant to the Exchange Act.

         (c) The description of Aerovox's  Common Stock contained in the Aerovox
Information  Statement dated February 9, 1990,  filed as an exhibit to Amendment
on Form 8 filed with the SEC on February 15, 1990 to the Company's  Registration
Statement on Form 10 filed with the SEC on October 11, 1989.

All reports and other documents  subsequently  filed by the Company  pursuant to
Section  13(a) or (c), 14 or 15(d) of the  Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such reports and documents.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether  civil,  criminal or  investigative  (other than an
action by or in the right of the  corporation)  by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful.  Section  145 further
provides that a corporation  similarly may indemnify any such person  serving in
any such  capacity who was or is a party or is  threatened to be made a party to
any  threatened,  pending or completed  action or suit by or in the right of the
corporation to procure a judgment in its favor,  against  expenses  actually and
reasonably  incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he  reasonably  believed to be
in or not opposed to the best  interests of the  corporation  and except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent that the Delaware  Court of Chancery or such other
court in which such action

                                       -3-


<PAGE>



or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery or such other court shall deem proper.

         Section 102(b)(7) of the Delaware General  Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  provided  that  such  provision  shall  not  eliminate  or limit  the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii) under  Section 174 of the Delaware  General  Corporation  Law (relating to
unlawful  payment of dividends and unlawful  stock  purchase and  redemption) or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

         Aerovox's   Restated   Certificate  of   Incorporation   (the  "Aerovox
Certificate")  provides that each person who is or was a party, or is threatened
to be made a party,  to any action,  suit,  proceeding or claim by reason of the
fact  that he or she is or was or has  agreed to be a  director  or  officer  of
Aerovox (or is or was serving at the request of Aerovox as a director,  officer,
partner,  trustee,  employee or agent for any other entity) shall be indemnified
and held harmless by Aerovox,  to the full extent authorized by Delaware law, as
in effect from time to time, against all expenses  (including  attorneys' fees),
judgments,  fines,  penalties  and amounts paid in  settlement  incurred by such
person in connection with the investigation, preparation to defend or defense of
such action, suit, proceeding or claim.

         The rights to  indemnification  and the payment of expenses provided by
the Aerovox  Certificate do not apply to any action,  suit,  proceeding or claim
initiated by or on behalf of a person otherwise  entitled to the benefit of such
provisions.  Any person seeking  indemnification  under the Aerovox  Certificate
shall  be  deemed  to  have  met the  standard  of  conduct  required  for  such
indemnification   unless  the  contrary  shall  be   established.   The  Aerovox
Certificate  provides  that the  rights to  indemnification  and the  payment of
expenses  provided  thereby  shall not be exclusive of any other right which any
person  may have or acquire  under any  provision  of the  Aerovox  By-Laws,  or
otherwise.  Any repeal or modification of such indemnification  provisions shall
not  adversely  affect any right or  protection  of a director  or officer  with
respect to any  conduct of such  director  or  officer  occurring  prior to such
repeal or modification.

         Aerovox has also  entered  into  Indemnification  Agreements  with each
director and certain officers of Aerovox and its subsidiary, Aerovox Canada. The
Indemnification  Agreements  provide a number of  procedures,  presumptions  and
remedies used in the  determination  of the rights of the director or officer to
indemnification.  These  procedures,  presumptions  and  remedies  substantially
broaden the indemnity rights of directors and officers beyond

                                       -4-


<PAGE>



that provided by the Aerovox  Certificate.  If an action  against an indemnified
party is dismissed with or without prejudice, the defense is deemed to have been
successful and the  indemnification is required to be made. The  Indemnification
Agreements  provide  that  expenses  must  be  paid  within  twenty  days of the
indemnification  request  (otherwise a determination in favor of the indemnified
party is deemed to have been  made).  If there is a change in control of Aerovox
(as defined in the Indemnification Agreement), the indemnified party is presumed
to  be  entitled  to   indemnification   (although  Aerovox  may  overcome  this
presumption).  The indemnified  party may require that independent  counsel make
the  determination  of  entitlement  and may  choose  such  counsel,  subject to
objection by Aerovox on limited  grounds.  If a determination  of entitlement is
made,  Aerovox is bound, but if the indemnified party has previously been denied
indemnification pursuant to the terms of the Indemnification Agreement he or she
is entitled to seek a de novo determination  from a court.  Aerovox is precluded
from  challenging the validity of the procedures and  presumptions  contained in
the  Indemnification  Agreement  in any court  proceeding.  The  Indemnification
Agreement  covers  proceedings  brought on or after the date of the execution of
the particular  Indemnification  Agreement,  including proceedings based on acts
prior to the date of that Agreement.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company 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.


                                       -5-


<PAGE>




Item 8.  Exhibits
         --------

Exhibit No.                Description of Exhibit
- -----------                ----------------------

4.1                        Non-Statutory Stock Option Award Agreement.

5.1                        Opinion of Ropes & Gray.

24.1                       Consent of Coopers & Lybrand, L.L.P..

25.1                       Power of Attorney is included in this Registration
                           Statement under the caption "Signatures".

Item 9.  Undertakings
         ------------

         (a)  The undersigned Registrant hereby undertakes:

         (1) To file,  during any period in which offers or sales are being made
of  the  securities  registered  hereby,  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 this  Registration  Statement (or the most
         recent post-effective  amendment hereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in this Registration Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  Registration
         Statement  or  any  material   change  to  such   information  in  this
         Registration Statement;
provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  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  Section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
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  hereby  which  remain  unsold  at the
termination of the offering.

                                       -6-


<PAGE>



         (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 the 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.

                                       -7-


<PAGE>




                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the Town of North Dartmouth,  State of Massachusetts on September
3, 1996.

                                                           AEROVOX INCORPORATED



                                                           By /S/ Robert Elliot
                                                              ------------------
                                                              Robert Elloitt
                                                              President, Chief
                                                              Executive Officer


                                       -8-
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING", "secsgml_size_bytes": 18311}]
{"company-data": {"conformed-name": "AEROVOX INC", "cik": "0000856164", "assigned-sic": "3620", "irs-number": "760254329", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11615", "film-number": "96627529"}, "business-address": {"street1": "370 FAUNCE CORNER RD", "city": "NORTH DARTMOUTH", "state": "MA", "zip": "02747", "phone": "5089958000"}, "mail-address": {"street1": "370 FAUNCE CORNER RD", "city": "NORTH DARTMOUTH", "state": "MA", "zip": "02747-1217"}}
Filed with the Securities and Exchange Commission on September 9, 1996 
                              Registration No.333-
- -------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933
                                 --------------

                              AEROVOX INCORPORATED
               (Exact name of issuer as specified in its charter)
             Delaware                                76-0254329
             --------------                         -------------
         (State or other jurisdiction                (I.R.S. Employer
        of incorporation or organization)            Identification No.)

            370 Faunce Corner Road, N. Dartmouth, Massachusetts 02747
            ---------------------------------------------------------
          (Address of Principal Executive Offices, Including Zip Code)

          Non-Statutory Stock Option Award Agreement for Robert Elliott
          -------------------------------------------------------------
                            (Full title of the plan)

                    Jeffrey A. Templer, Senior Vice President
                              Aerovox Incorporated
                             370 Faunce Corner Road
                        N. Dartmouth, Massachusetts 02747
                                  -------------
                     (Name and Address of Agent for Service)

                                 (508) 995-8000
               -------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
Proposed  maximum           Proposed maximum            Amount of
Title of securities to be   Amount to be                offering price per          aggregate offering          registration
registered                  registered                  share (1)                   price (1)                   fee
- ----------                  ----------                  ---------                   ---------                   ---
Common Stock, $1.00
par value (including
preferred share
purchase rights)            50,000 shares               (2) $6 3/16                 $309,375                    $107.00
- ----------------            -------------               --------------              -------------               -------
(1)  Estimated  solely for the  purpose of  determining  the  registration  fee
pursuant to Rule 457, based on the average of the high and low sale price of the
Common Stock on the NASDAQ National Market System on September 3, 1996.

                                       -1-
(2) Plus such  indeterminate  number of additional shares as may be required in
the event of a stock  dividend,  stock split or combination  of shares,  reverse
stock split or other change in the capitalization of Aerovox Incorporated. Prior
to the occurrence of certain events the Preferred Share Purchase Rights will not
be evidenced separately from the Common Stock.

                                       -2-
Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

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

         (a)  Aerovox's  Annual  Report on Form 10-K for the  fiscal  year ended
December 30, 1995, filed pursuant to the Exchange Act.

         (b) Aerovox's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 30 and June 29, 1996, filed pursuant to the Exchange Act.

         (c) The description of Aerovox's  Common Stock contained in the Aerovox
Information  Statement dated February 9, 1990,  filed as an exhibit to Amendment
on Form 8 filed with the SEC on February 15, 1990 to the Company's  Registration
Statement on Form 10 filed with the SEC on October 11, 1989.

All reports and other documents  subsequently  filed by the Company  pursuant to
Section  13(a) or (c), 14 or 15(d) of the  Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such reports and documents.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether  civil,  criminal or  investigative  (other than an
action by or in the right of the  corporation)  by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful.  Section  145 further
provides that a corporation  similarly may indemnify any such person  serving in
any such  capacity who was or is a party or is  threatened to be made a party to
any  threatened,  pending or completed  action or suit by or in the right of the
corporation to procure a judgment in its favor,  against  expenses  actually and
reasonably  incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he  reasonably  believed to be
in or not opposed to the best  interests of the  corporation  and except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent that the Delaware  Court of Chancery or such other
court in which such action

                                       -3-
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery or such other court shall deem proper.

         Section 102(b)(7) of the Delaware General  Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  provided  that  such  provision  shall  not  eliminate  or limit  the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii) under  Section 174 of the Delaware  General  Corporation  Law (relating to
unlawful  payment of dividends and unlawful  stock  purchase and  redemption) or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

         Aerovox's   Restated   Certificate  of   Incorporation   (the  "Aerovox
Certificate")  provides that each person who is or was a party, or is threatened
to be made a party,  to any action,  suit,  proceeding or claim by reason of the
fact  that he or she is or was or has  agreed to be a  director  or  officer  of
Aerovox (or is or was serving at the request of Aerovox as a director,  officer,
partner,  trustee,  employee or agent for any other entity) shall be indemnified
and held harmless by Aerovox,  to the full extent authorized by Delaware law, as
in effect from time to time, against all expenses  (including  attorneys' fees),
judgments,  fines,  penalties  and amounts paid in  settlement  incurred by such
person in connection with the investigation, preparation to defend or defense of
such action, suit, proceeding or claim.

         The rights to  indemnification  and the payment of expenses provided by
the Aerovox  Certificate do not apply to any action,  suit,  proceeding or claim
initiated by or on behalf of a person otherwise  entitled to the benefit of such
provisions.  Any person seeking  indemnification  under the Aerovox  Certificate
shall  be  deemed  to  have  met the  standard  of  conduct  required  for  such
indemnification   unless  the  contrary  shall  be   established.   The  Aerovox
Certificate  provides  that the  rights to  indemnification  and the  payment of
expenses  provided  thereby  shall not be exclusive of any other right which any
person  may have or acquire  under any  provision  of the  Aerovox  By-Laws,  or
otherwise.  Any repeal or modification of such indemnification  provisions shall
not  adversely  affect any right or  protection  of a director  or officer  with
respect to any  conduct of such  director  or  officer  occurring  prior to such
repeal or modification.

         Aerovox has also  entered  into  Indemnification  Agreements  with each
director and certain officers of Aerovox and its subsidiary, Aerovox Canada. The
Indemnification  Agreements  provide a number of  procedures,  presumptions  and
remedies used in the  determination  of the rights of the director or officer to
indemnification.  These  procedures,  presumptions  and  remedies  substantially
broaden the indemnity rights of directors and officers beyond

                                       -4-
that provided by the Aerovox  Certificate.  If an action  against an indemnified
party is dismissed with or without prejudice, the defense is deemed to have been
successful and the  indemnification is required to be made. The  Indemnification
Agreements  provide  that  expenses  must  be  paid  within  twenty  days of the
indemnification  request  (otherwise a determination in favor of the indemnified
party is deemed to have been  made).  If there is a change in control of Aerovox
(as defined in the Indemnification Agreement), the indemnified party is presumed
to  be  entitled  to   indemnification   (although  Aerovox  may  overcome  this
presumption).  The indemnified  party may require that independent  counsel make
the  determination  of  entitlement  and may  choose  such  counsel,  subject to
objection by Aerovox on limited  grounds.  If a determination  of entitlement is
made,  Aerovox is bound, but if the indemnified party has previously been denied
indemnification pursuant to the terms of the Indemnification Agreement he or she
is entitled to seek a de novo determination  from a court.  Aerovox is precluded
from  challenging the validity of the procedures and  presumptions  contained in
the  Indemnification  Agreement  in any court  proceeding.  The  Indemnification
Agreement  covers  proceedings  brought on or after the date of the execution of
the particular  Indemnification  Agreement,  including proceedings based on acts
prior to the date of that Agreement.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company 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.

                                       -5-
Item 8.  Exhibits
         --------

Exhibit No.                Description of Exhibit
- -----------                ----------------------

4.1                        Non-Statutory Stock Option Award Agreement.

5.1                        Opinion of Ropes & Gray.

24.1                       Consent of Coopers & Lybrand, L.L.P..

25.1                       Power of Attorney is included in this Registration
                           Statement under the caption "Signatures".

Item 9.  Undertakings
         ------------

         (a)  The undersigned Registrant hereby undertakes:

         (1) To file,  during any period in which offers or sales are being made
of  the  securities  registered  hereby,  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 this  Registration  Statement (or the most
         recent post-effective  amendment hereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in this Registration Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  Registration
         Statement  or  any  material   change  to  such   information  in  this
         Registration Statement;
provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  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  Section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
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  hereby  which  remain  unsold  at the
termination of the offering.

                                       -6-
(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 the 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.

                                       -7-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the Town of North Dartmouth,  State of Massachusetts on September
3, 1996.

                                                           AEROVOX INCORPORATED

                                                           By /S/ Robert Elliot
                                                              ------------------
                                                              Robert Elloitt
                                                              President, Chief
                                                              Executive Officer

                                       -8-