As filed with the Securities and Exchange Commission on May 22, 2000
                           Registration No. 33-95256

                       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)

                       Two North Tamiami Trail, Suite 900
                             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 1994 STOCK OPTION PLAN
                            (Full title of the plan)

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

<TABLE>

                  CALCULATION OF REGISTRATION FEE
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
<S>                             <C>                     <C>                              <C>             <C>

                                                     Proposed Maximum          Proposed maximum

Title of Securities to be   Amount to be             offering price per        aggregate offering       Amount of
registered                  registered*              unit**                    price**                  registration fee*
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------

Uniroyal Technology
Corporation Common Stock
(par value $.01 per share)


                            3,400,000 shares         $13.00                    $44,200,000              $13,393.94
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
</TABLE>

* 800,000 shares were  registered on August 3, 1995,  and 1,000,000  shares were
registered  on May 20,  1999,  after  giving  effect to the 100% stock  dividend
declared on March 10, 2000 to  stockholders  of record as of March 20,2000.  The
foregoing fee is for registration of the additional  3,400,000 shares covered by
this registration statement.

**  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>




                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The contents of the  Registration  Statement filed by the Registrant on
Form S-8 on August 3,  1995,  Registration  Number  33-95256,  as amended by the
Registration  Statement filed by the Registrant on Form S-8 on May 20, 1999, are
incorporated herein by reference.

Item 5.  Interests of Named Experts and Counsel

         The opinion  and  consent of Oliver J.  Janney,  Esq.,  Executive  Vice
President,  General  Counsel and  Secretary of the Company,  addressing  certain
legal  matters  with  regard to the  additional  shares of  common  stock  being
registered under this registration statement are attached hereto as Exhibits 5.1
and 23.1.  As of May 19,  2000,  Mr.  Janney  owned  certain  securities  of the
Company.

Item 8.  Exhibits

         The following Exhibits are filed herewith:

Exhibit Number                        Description

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

10.53             Uniroyal Technology Corporation 1994 Stock Option Plan, as
                  amended to May 19, 2000

23.2              Consent of Deloitte & Touche LLP



                                POWER OF ATTORNEY

         Each person whose  signature  to this  registration  statement  appears
below hereby appoints Howard R. Curd, Robert L. Soran and Oliver J. Janney,  and
each individually, any one of whom may act without the joinder of the others, as
his agent and  attorney-in-fact  to sign on his behalf  individually  and in the
capacity stated below and to file all amendments and  post-effective  amendments
to this registration statement, which amendments make such changes and additions
to this  registration  statement  as such  agent and  attorney-in-fact  may deem
necessary or appropriate.


<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 City of Sarasota,
State of Florida on May 19, 2000.

                         UNIROYAL TECHNOLOGY CORPORATION

         By:      /s/ George J. Zulanas, Jr.
                  -----------------------
                  George J. Zulanas, Jr.
                  Executive Vice President, Treasurer and
                  Chief Financial Officer
                  (Principal Financial Officer and
                   Principal Accounting Officer)

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

/s/ Howard R. Curd                                               May 19, 2000
-----------------------
Howard R. Curd             Director, Chairman of the
                           Board and Chief Executive
                           Officer

/s/ George J. Zulanas, Jr. Executive Vice President,             May  19, 2000
-----------------------
George J. Zulanas, Jr.     Treasurer, and Chief
                           Financial Officer
                           (Principal Financial
                           Officer and Principal
                           Accounting Officer)

/s/ Peter C.B. Bynoe       Director                               May 19, 2000
-----------------------
Peter C.B. Bynoe


/s/ Thomas E. Constance    Director                               May 19, 2000
-----------------------
Thomas E. Constance


/s/ Richard D. Kimbel      Director                               May 19, 2000
Richard D. Kimbel


/s/ Curtis L. Mack         Director                               May 19, 2000
-----------------------
Curtis L. Mack


/s/ Roland H. Meyer        Director                               May 19, 2000
-----------------------
Roland H. Meyer


<PAGE>





/s/ John A. Porter         Director                               May 19, 2000
-----------------------
John A. Porter


/s/ Robert L. Soran        Director, President                    May 19, 2000
-----------------------    and Chief Operating
Robert L. Soran            Officer


<PAGE>

                                                                Exhibit 10.53






                         UNIROYAL TECHNOLOGY CORPORATION

                       1994 STOCK OPTION PLAN, AS AMENDED

                          TO MAY 19, 2000 AND RESTATED


<PAGE>


                                TABLE OF CONTENTS

I.       PURPOSE............................................................1

II.      AMOUNT OF STOCK SUBJECT TO THE PLAN................................1

III.     ADMINISTRATION.....................................................2

IV.      ELIGIBILITY........................................................3

V.       OPTION PRICE AND PAYMENT...........................................4

VI.      TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE ..........5

VII.     TERMINATION OF EMPLOYMENT..........................................6

VIII.    EXERCISE OF OPTIONS................................................8

IX.      USE OF PROCEEDS....................................................8

X.       NONTRANSFERABILITY OF OPTIONS......................................8

XI.      ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS...............8

XII.     RIGHT TO TERMINATE EMPLOYMENT......................................9

XIII.    PURCHASE FOR INVESTMENT............................................9

XIV.     ISSUANCE OF STOCK CERTIFICATES; LEGENDS, PAYMENT OF  EXPENSES.....10

XV.      WITHHOLDING TAXES.................................................11

XVI.     LISTING OF SHARES AND RELATED MATTERS.............................12

XVII.    AMENDMENT OF THE PLAN.............................................12

XVIII.   TERMINATION OR SUSPENSION OF THE PLAN.............................12

XIX.     SAVINGS PROVISION.................................................13

XX.      GOVERNING LAW.....................................................13

XXI.     PARTIAL INVALIDITY................................................13

XXII.    EFFECTIVE DATE....................................................13




<PAGE>



                         UNIROYAL TECHNOLOGY CORPORATION

                       1994 STOCK OPTION PLAN, AS AMENDED

                          TO MAY 19, 2000 AND RESTATED

I.PURPOSE

Uniroyal Technology Corporation, a Delaware corporation (the "Company"), desires
to  afford  certain  of its key  employees  and  certain  key  employees  of any
subsidiary  corporation  or parent  corporation  of the Company now  existing or
hereafter formed or acquired who are responsible for the continued growth of the
Company an  opportunity  to acquire a proprietary  interest in the Company,  and
thus to create in such key  employees  an  increased  interest  in and a greater
concern for the welfare of the Company and its subsidiaries.

The stock options  ("Options")  offered  pursuant to this 1994 Stock Option Plan
(the  "Plan")  are a matter of  separate  inducement  and are not in lieu of any
salary or other compensation for the services of any key employee.

The Company,  by means of the Plan,  seeks to retain the services of persons now
holding key positions  and to secure and retain the services of persons  capable
of filling such positions.

The Options  granted  under the Plan are intended to be either  incentive  stock
options ("Incentive  Options") within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the  "Code"),  or options that do not meet the
requirements for Incentive Options  ("Non-Qualified  Options"),  but the Company
makes no warranty as to the qualification of any Option as an Incentive Option.

II.AMOUNT OF STOCK SUBJECT TO THE PLAN


Up to 5,250,000 shares of Common Stock $.01 per value per share ("Shares"),  may
be granted and  outstanding  under the Plan,  provided  that the total number of
Shares of the Company which may be purchased pursuant to the exercise of Options
granted  under the Plan and all other  stock  option  plans of the  Company  for
employees shall not at any time exceed, in the aggregate,  fifteen percent (15%)
of the then currently  authorized Shares outstanding,  on a fully diluted basis,
such number to be subject to  adjustment  in  accordance  with Article XI of the
Plan.

Shares  which  may be  acquired  under  the Plan may be  either  authorized  but
unissued Shares, Shares of issued stock held in the Company's treasury, or both,
at the  discretion  of the Company.  If and to the extent that  Options  granted
under the Plan expire or terminate  without  having been  exercised,  the Shares
covered by such expired or terminated  Options may again be subject to an Option
under the Plan.

Except as provided in Articles XVIII and XXII hereof, the Company may, from time
to time during the period beginning on the Effective Date

and ending on January 1, 2004 (the  "Termination  Date"),  grant to certain  key
employees of the Company, or certain key employees of any subsidiary corporation
or parent  corporation  of the  Company  now  existing  or  hereafter  formed or
acquired,  Incentive  Options  and/or  Non-Qualified  Options  under  the  terms
hereinafter set forth.

As used in the Plan, the term "parent corporation" and "subsidiary  corporation"
shall mean a corporation coming within the definition of such terms contained in
Sections 424(e) and 424(f) of the Code, respectively.

III.ADMINISTRATION

The board of directors of the Company (the "Board of Directors") shall designate
from among its members an option  committee (the  "Committee") to administer the
Plan.  The Committee  shall consist of no fewer than two members of the Board of
Directors,  each of whom shall be a "disinterested person" within the meaning of
Rule  16b-3  (or  any  successor  rule  or  regulation)  promulgated  under  the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"). A majority of
the  members  of the  Committee  shall  constitute  a  quorum,  and the act of a
majority of the members of the Committee shall be the act of the Committee.  Any
member of the  Committee may be removed at any time either with or without cause
by  resolution  adopted  by the  Board  of  Directors,  and any  vacancy  on the
Committee  at any time may be  filled  by  resolution  adopted  by the  Board of
Directors.

Any or all powers and  functions of the  Committee  may be exercised at any time
and from time to time by the Board of Directors or an executive committee of the
Board of Directors (the "Executive Committee"; references below to the Committee
shall  be  deemed  to  include  references  to the  Board of  Directors  and the
Executive  Committee,  except  as the  context  otherwise  requires);  provided,
however,  that all of the  members of the Board of  Directors  or the  Executive
Committee,  as the case may be, which exercise any power or authority  under the
Plan,  are  "disinterested  persons"  within  the  meaning of Rule 16b-3 (or any
successor rule or regulation) promulgated under the Exchange Act.

Subject  to the  express  provisions  of the  Plan,  the  Committee  shall  have
authority, in its discretion,  to determine the persons to whom Options shall be
granted,  the time when such  persons  shall be granted  Options,  the number of
Shares which shall be subject to each Option,  the purchase  price of each Share
which shall be subject to each Option,  the period(s)  during which such Options
shall be  exercisable  (whether  in whole or  part),  and the  other  terms  and
provisions thereof (which need not be identical).  In determining the persons to
whom Options  shall be granted and the number of Shares for which Options are to
be granted to each person,  the Committee shall give consideration to the length
of service,  the amount of earnings and the  responsibilities and duties of such
person. Options need not be uniform as to all grants and recipients thereof.

Subject to the express  provisions of the Plan,  the  Committee  also shall have
authority to construe the Plan and the Options granted thereunder,  to amend the
Plan and the Options granted thereunder,  to construe any ambiguous provision of
the Plan and/or any Option  award  agreement,  to  prescribe,  amend and rescind
rules  and  regulations  relating  to the  Plan,  to  determine  the  terms  and
provisions  of  the  Options  (which  need  not  be  identical);   to  determine
eligibility for  participation in the Plan; to determine  whether an Option will
be a  qualified  Incentive  Stock  Option or a  non-qualified  option;  to grant
waivers of Plan terms,  conditions,  restrictions  and limitations or accelerate
exercisability  of an  Option;  to  correct  errors,  supply  any  omissions  or
reconcile any inconsistencies in the Plan and/or any Option award agreement;  to
supply  additional  conditions,  terms  and  restrictions  with  respect  to any
Options;  to determine the fair market value of a Share,  in accordance with the
Plan;  and  to  make  all  other  determinations   necessary  or  advisable  for
administering  the Plan. The Committee also shall have the authority to require,
in its discretion,  as a condition of the granting of any such Option,  that the
employee agree (a) not to sell or otherwise  dispose of Shares acquired pursuant
to the exercise of such Option for a period of six (6) months following the date
of the  acquisition  of such Option and (b) that in the event of  termination of
employment of such employee,  other than as a result of dismissal without cause,
such employee will not, for a period to be fixed at the time of the grant of the
Option, enter into any other employment or participate directly or indirectly in
any other business or enterprise  which is competitive  with the business of the
Company or any subsidiary  corporation or parent corporation of the Company,  or
enter into any  employment in which such employee will be called upon to utilize
special knowledge obtained through employment with the Company or any subsidiary
corporation or parent corporation thereof.

The  determination  of the Committee on matters  referred to in this Article III
shall be conclusive.

The Committee may employ such legal or other counsel,  consultants and agents as
it may deem desirable for the  administration  of the Plan and may rely upon any
opinion or  computation  received  from any such  counsel,  consultant or agent.
Expenses incurred by the Committee in the engagement of such counsel, consultant
or agent shall be paid by the Company.  No member or former  member of the Board
of Directors,  the Executive  Committee or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any award
of Options granted hereunder.

In order  to give  management  of the  Company  flexibility  in  hiring  new key
employees and retaining key employees,  the Vice President,  Human Resources and
Administration  of the Company is authorized to grant options to purchase common
stock of the Company  under the Plan,  provided  that (1) no such grant shall be
made to an executive officer of the Company, (2) no such grant to any individual
shall exceed 25,000 shares of common stock of the Company,  (3) each grant shall
be  approved  in  writing by the Chief  Executive  Officer  and Chief  Operating
Officer  of the  Company  and  (4)  the  Vice  President,  Human  Resources  and
Administration  or the  Secretary of the Company  shall notify the  Committee in
writing of all such grants not later than the meeting of the Committee following
such grants.

IV.ELIGIBILITY

Options may be granted  only to key or  outstanding  employees of the Company or
any subsidiary  corporation or parent corporation of the Company now existing or
hereafter  formed or acquired,  except as hereinafter  provided.  Any person who
shall have retired from the active  employment by the Company or any  subsidiary
corporation  or parent  corporation  of the Company,  although such person shall
have  entered  into a  consulting  contract  with the  Company  or a  subsidiary
corporation  or parent  corporation  of the  Company,  shall not be  eligible to
receive an Option.

         No person  shall  have any  rights or claims  under the Plan  except in
accordance with the provisions of the Plan and the applicable  Option.  The Plan
does not create a right in any person to  participate  in the Plan,  nor does it
create a right in any person to have any Options granted to him or her.

V.OPTION PRICE AND PAYMENT

         The price for each Share purchasable under any Option shall be equal to
100% of the  fair  market  value  of a Share  on the  date of  grant;  provided,
however, that in the case of an Incentive Option granted to a person who, at the
time such  Option is  granted,  owns  shares of the  Company  or any  subsidiary
corporation  or  parent  corporation  of the  Company  possessing  more than ten
percent (10%) of the total combined  voting power of all classes of stock of the
Company or of any subsidiary  corporation or parent  corporation of the Company,
the purchase price for each Share shall be such amount as the Committee,  in its
best  judgment,  shall  determine  to be not less than one  hundred  ten percent
(110%) of the fair market value per Share at the date the Option is granted.  In
determining  the stock  ownership of an employee for any purpose under the Plan,
the rules of Section 424(d) of the Code shall be applied,  and the Committee may
rely on representations of fact made to it by the employee and believed by it in
good faith to be true.  Each Option  shall state  whether  such Option will be a
qualified  Incentive Option, a Non-Qualified  Option or a combination of the two
types.

         If the  Shares  are listed on a  national  securities  exchange  in the
United  States  on any date on which  the fair  market  value per Share is to be
determined,  the fair market  value per Share shall be the closing  quotation at
which such Shares are sold on such national securities exchange on the date such
Option is  granted.  In the  event  that the  Shares  are  listed on a  national
securities  exchange  in the  United  States on such date but the Shares are not
traded  on such  date,  or such  national  securities  exchange  is not open for
business on such date, the fair market value per Share shall be determined as of
the  closest  preceding  date on which  such  exchange  shall have been open for
business and the Shares were  traded.  If the Shares are listed on more than one
national securities exchange in the United States on the date any such Option is
granted,  the Committee shall determine which national securities exchange shall
be used for the purpose of determining the fair market value per Share.

         If on the date any  Option is  granted a public  market  exists for the
Shares but such Shares are not listed on a national  securities  exchange in the
United States, the fair market value per Share shall be deemed to be the closing
price as  reported by the Nasdaq  National  Market (or its  successor  quotation
system) for such  Shares on the date such  Option is granted.  In the event that
there is no  closing  price  reported  by the  Nasdaq  National  Market  (or its
successor  quotation system) for Shares on the date such Option is granted,  the
fair market  value per Share shall be the closing  price  reported by the Nasdaq
National  Market (or its successor  quotation  system) for Shares on the closest
date  preceding  the date such Option is granted for which such  quotations  are
available.

         If on the date any  Option is  granted  no  public  market  exists  for
Shares,  the fair  market  value per Share  shall be  determined  by such  other
reasonable  valuation method as the Committee  shall, in its discretion,  select
and apply in good faith.  For all  purposes of this Plan,  the fair market value
per Share shall be determined subject to Section 422(c)(7) of the Code.

         For all  purposes of this Plan,  (i) the fair  market  value of a Share
shall be determined in accordance with this Article V and (ii) the determination
by the Committee of the fair market value of a Share shall be conclusive.

         Upon the exercise of an Option  granted  hereunder,  the Company  shall
cause the  purchased  Shares to be issued only when it shall have  received  the
full purchase price for the Shares,  and applicable taxes, if any, in accordance
with Article XV hereof, in cash;  provided,  however,  that in lieu of cash, the
holder of an Option may, to the extent permitted by applicable law,  exercise an
Option (a) in whole or in part, by  delivering to the Company  Shares (in proper
form for transfer and  accompanied by all requisite stock transfer tax stamps or
cash in lieu thereof)  owned by such holder for at least six (6) months prior to
such  delivery  having a fair  market  value  equal to the cash  exercise  price
applicable to that portion of the Option being exercised by the delivery of such
shares,  the fair market value of Common Shares so delivered to be determined as
of the date immediately preceding the date on which the Option is exercised,  or
as may be required in order to comply with or to conform to the  requirements of
any applicable  laws or  regulations,  (b) in whole or in part, by delivering to
the  Company  authorization  for the  immediate  sale of the Shares that will be
purchased  by  exercise of the Option and  retention  by Company of such sale or
liquidation  proceeds  (accompanied  by all  requisite  authorizations  as legal
counsel for the Company deem  necessary)  with respect to such numbers of Shares
having a fair market value equal to the cash exercise  price  applicable to that
portion of the Option being exercised by holder, the fair market value of Shares
to be so  purchased  and  sold  to be  determined  as of  the  date  immediately
preceding  the date on which the Option is  exercised,  or as may be required in
order to comply with or to conform to the requirements of any applicable laws or
regulations, or (c) in part, by delivering to the Company an executed promissory
note on such terms and conditions as the Committee shall determine,  at the time
of grant, in its discretion; provided, however, that (i) the principal amount of
such note shall not exceed ninety  percent  (90%) (or such lesser  percentage as
would be permitted by applicable margin  regulations) of the aggregate  purchase
price of the Shares then being purchased pursuant to the exercise of such Option
and  (ii)  payment  for  shares  with a  promissory  note is  permissible  under
applicable law.

VI.TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE

         Any Option granted  hereunder  shall be  exercisable at such times,  in
such amounts and during such period or periods as the Committee  shall determine
at the date of the grant of such Option;  provided,  however,  that an Incentive
Option shall not be exercisable  after the expiration of ten (10) years from the
date such Option is granted; provided, further, that in the case of an Incentive
Option  granted to a person who, at the time such  Incentive  Option is granted,
owns stock of the Company or any subsidiary corporation or parent corporation of
the Company  possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of any subsidiary corporation or
parent  corporation  of  the  Company,   such  Incentive  Option  shall  not  be
exercisable  after the expiration of five (5) years from the date such Incentive
Option is granted.

         The Committee shall have the right to accelerate,  in whole or in part,
from time to time,  conditionally  or  unconditionally,  rights to exercise  any
Option granted hereunder.

         To the  extent  that an Option is not  exercised  within  the period of
exercisability  specified  therein,  it shall expire as to the then  unexercised
part.

         Except to the extent  otherwise  provided under the Code, to the extent
that the aggregate fair market value of stock for which Incentive Options (under
all  stock  option  plans  of  the  Company  and of any  parent  corporation  or
subsidiary  corporation of the Company) are exercisable for the first time by an
employee  during any calendar  year  exceeds  $100,000,  such  Options  shall be
treated as Non-Qualified Options. For purposes of this limitation,  (a) the fair
market value of stock is  determined  as of the time the Option is granted,  and
(b) the limitation  will be applied by taking into account  Options in the order
in which they were granted.

         In no event  shall an  Option  granted  hereunder  be  exercised  for a
fraction  of a Share or the  lesser of fifty (50)  Shares or the full  number of
Shares then subject to the Option.

         A person  entitled  to receive  Shares  upon the  exercise of an Option
shall not have the rights of a stockholder with respect to such Shares until the
date of  issuance  of a  stock  certificate  to such  person  for  such  Shares;
provided, however, that until such stock certificate is issued, any holder of an
Option using  previously  acquired Shares in payment of an option exercise price
shall  continue  to have  the  rights  of a  stockholder  with  respect  to such
previously acquired Shares.

VII.TERMINATION OF EMPLOYMENT

         Upon  termination  of employment of any employee of the Company and all
subsidiary  corporations  and parent  corporations  of the  Company,  any Option
previously granted to the employee,  unless otherwise specified by the Committee
in the Option,  shall,  to the extent not theretofore  exercised,  terminate and
become null and void; provided, however, that:

         (a) if the employee  shall die while in the employ of such  corporation
         or during either the three (3) month or one (1) year period,  whichever
         is  applicable,  specified  in clause (b) below and at a time when such
         employee  was  entitled to exercise an Option as herein  provided,  the
         legal representative of such employee, or such person who acquired such
         Option  by  bequest  or  inheritance  or by  reason of the death of the
         employee,  may,  not  later  than one (1) year  from the date of death,
         exercise  such  Option,  to the extent not  theretofore  exercised,  in
         respect  of any or all of such  number of Shares  as  specified  by the
         Committee in such Option; and

         (b) if the  employment  of any  employee to whom such Option shall have
         been granted shall terminate by reason of the employee's retirement (at
         such age or upon such conditions as shall be specified by the Committee
         and stated in the Option), disability (as described in Section 22(e)(3)
         of the Code) or  dismissal  by the  employer  other  than for cause (as
         defined  below),  and while such  employee is entitled to exercise such
         Option  as  herein  provided,  such  employee  shall  have the right to
         exercise such Option so granted in respect of any or all of such number
         of Shares as specified by the Committee in such Option,  at any time up
         to  and  including  (i)  three  (3)  months  after  the  date  of  such
         termination  of  employment  in the case of  termination  by  reason of
         retirement  or  dismissal  other than for cause,  and (ii) one (1) year
         after the date of  termination of employment in the case of termination
         by reason of disability.

         In no event,  however,  shall any person be entitled  to  exercise  any
Option after the expiration of the period of  exercisability  of such Option, as
specified therein.

         If an employee  voluntarily  terminates  his or her  employment,  or is
discharged  for cause,  any Option granted  hereunder  shall,  unless  otherwise
specified by the Committee in the Option,  forthwith  terminate  with respect to
any unexercised portion thereof.

         If an  Option  granted  hereunder  shall  be  exercised  by  the  legal
representative  of a  deceased  grantee or by a person  who  acquired  an Option
granted  hereunder  by bequest or  inheritance  or by reason of the death of any
employee  or  former  employee,   written  notice  of  such  exercise  shall  be
accompanied by a certified copy of letters  testamentary or equivalent  proof of
the right of such legal representative or other person to exercise such Option.

         For the purposes of the Plan,  the term "for cause" shall mean (a) with
respect to an employee who is a party to a written  employment  agreement  with,
or, alternatively, participates in a compensation or benefit plan of the Company
or a  subsidiary  corporation  or  parent  corporation  of  the  Company,  which
agreement or plan  contains a definition  of "for cause" or "cause" (or words of
like import) for purposes of termination of employment thereunder by the Company
or such subsidiary corporation or parent corporation of the Company, "for cause"
or  "cause" as  defined  therein;  or (b) in all other  cases,  (i) the  willful
commission by an employee of an act that causes or may cause substantial  damage
to the Company or a subsidiary corporation or parent corporation of the Company;
(ii) the commission by an employee of an act of fraud in the performance of such
employee's duties on behalf of the Company or a subsidiary corporation or parent
corporation of the Company; (iii) conviction of the employee for commission of a
felony in connection with the performance of his duties on behalf of the Company
or a subsidiary  corporation or parent  corporation of the Company,  or (iv) the
continuing  failure of an employee to perform the duties of such employee to the
Company or a subsidiary  corporation or parent  corporation of the Company after
written  notice  thereof and a reasonable  opportunity to be heard and cure such
failure are given to the employee by the Committee.

         For the  purposes  of the Plan,  an  employment  relationship  shall be
deemed to exist between an individual  and a corporation  if, at the time of the
determination, the individual was an "employee" of such corporation for purposes
of Section 422 of the Code.  If an  individual is on leave of absence taken with
the consent of the corporation by which such  individual was employed,  or is on
active military  service,  and is determined to be an "employee" for purposes of
the  exercise of an Option,  such  individual  shall not be entitled to exercise
such Option during such period and while the employment is treated as continuing
intact unless such  individual  shall have obtained the prior written consent of
such corporation,  which consent shall be signed by the chairman of the board of
directors,  the president,  a vice-president or other duly authorized officer of
such corporation.

         A termination  of employment  shall not be deemed to occur by reason of
(i) the transfer of an employee from  employment by the Company to employment by
a  subsidiary  corporation  or a parent  corporation  of the Company or (ii) the
transfer of an employee from employment by a subsidiary  corporation or a parent
corporation of the Company to employment by the Company or by another subsidiary
corporation or parent corporation of the Company.

VIII.EXERCISE OF OPTIONS

         Options  granted  under the Plan may be exercised by the optionee as to
all or part of the Shares covered thereby by the giving of written notice of the
exercise  thereof to the  Corporate  Secretary  of the Company at the  principal
business office of the Company,  specifying the number of Shares to be purchased
and  accompanied  by  payment  of the  purchase  price  stated in the Option and
applicable  taxes, if any, in accordance with Article XV hereof.  Subject to the
terms of Articles XIII, XIV and XVI hereof, the Company shall cause certificates
for the Shares so purchased to be delivered at the principal  business office of
the Company,  against  payment of the full purchase price, on the date specified
in the notice of exercise.

IX. USE OF PROCEEDS

         This Plan shall be  unfunded.  The cash  proceeds of the sale of Shares
subject to the Options granted hereunder are to be added to the general funds of
the  Company  and  used  for its  general  corporate  purposes  as the  Board of
Directors shall determine.

X.NONTRANSFERABILITY OF OPTIONS

         No Option granted hereunder shall be transferable, whether by operation
of law or otherwise, other than by will or the laws of descent and distribution,
and any Option granted  hereunder shall be  exercisable,  during the lifetime of
the grantee thereof, only by such grantee.  Except to the extent provided above,
Options may not be assigned,  transferred,  pledged, hypothecated or disposed of
in any way (whether by operation of law or  otherwise)  and shall not be subject
to execution, attachment or similar process.

XI.ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS

         Notwithstanding  any other provision  contained herein, in the event of
any change in the Shares  subject to the Plan or to any Option granted under the
Plan (through merger,  consolidation  (whether or not the Company is a surviving
corporation),  reorganization,  recapitalization,  stock dividend,  stock split,
split-up,  split-off,  spin-off,  extraordinary  dividend  payable  in  cash  or
property,  combination  of shares,  exchange of shares,  or other like change in
capital  structure  of the  Company),  an  adjustment  shall  be  made  to  each
outstanding  Option such that each such Option shall  thereafter be  exercisable
for such  securities,  cash and/or other property as would have been received in
respect of the Shares  subject to such Option had such Option been  exercised in
full  immediately  prior to such change,  and such an  adjustment  shall be made
successively  each time any such change shall occur. The term "Shares" after any
such change shall refer to the securities,  cash and/or property then receivable
upon exercise of an Option.  In addition,  in the event of any such change,  the
Committee  shall make any further  adjustment  to the  maximum  number of Shares
which may be acquired  under the Plan  pursuant to the exercise of Options,  the
maximum number of Shares for which Options may be granted to any one employee of
the Company, and the number of Shares and price per Share subject to outstanding
Options as shall be equitable to prevent dilution or enlargement of rights under
such Options,  and the  determination of the Committee as to these matters shall
be conclusive;  provided, however, that (a) each such adjustment with respect to
an Incentive  Option  shall comply with the rules of Section  424(a) of the Code
(or any successor  provision),  and (b) in no event shall any adjustment be made
which  would  render  any  Incentive  Option  granted  hereunder  other  than an
"incentive stock option" as defined in Section 422 of the Code.

         In the  event  of a  "change  in  control"  of the  Company,  all  then
outstanding  Options shall immediately become  exercisable.  For purposes of the
Plan, a "change in control" of the Company occurs if (a) more than fifty percent
(50%) of the total combined  voting power of all classes of stock of the Company
normally  entitled  to vote for the  election  of  directors  of the  Company is
acquired by another  person,  firm or corporation  or by a cooperating  group of
such  individuals or entities,  (b) the Board of Directors  approves the sale of
all or  substantially  all of the property or assets of the Company,  or (c) the
Board of  Directors  approves  a  consolidation  or merger of the  Company  with
another corporation, the consummation of which would result in the occurrence of
an event described in clause (a) above.

         Notwithstanding   anything  contained  herein  to  the  contrary,   the
Committee,  in its  discretion,  may determine  that,  upon the  occurrence of a
transaction  described  in the  preceding  paragraph,  each  Option  outstanding
hereunder shall terminate  within a specified number of days after notice to the
holder,  and such holder shall  receive,  with respect to each Share  subject to
such  Option,  an amount  equal to the excess of the fair  market  value of such
Shares immediately prior to the occurrence of such transaction over the exercise
price per Share of such Option;  such amount shall be payable in cash, in one or
more of the kinds of property payable in such  transaction,  or in a combination
thereof,  as the Committee in its  discretion  shall  determine.  The provisions
contained in the preceding  sentence shall be  inapplicable to an Option granted
within six (6) months before the occurrence of a transaction  described above if
the holder of such Option is subject to the  reporting  requirements  of Section
16(a) of the Exchange Act.

XII.RIGHT TO TERMINATE EMPLOYMENT

         The Plan  shall not  impose  any  obligation  on the  Company or on any
subsidiary  corporation or parent corporation thereof to continue the employment
of any holder of an Option and it shall not impose any obligation on the part of
any  holder  of an Option to  remain  in the  employ  of the  Company  or of any
subsidiary corporation or parent corporation thereof.

XIII.PURCHASE FOR INVESTMENT

         Except as hereinafter provided, the Committee may require the holder of
an Option  granted  hereunder,  as a condition  of exercise of such  Option,  to
execute and deliver to the Company a written statement,  in form satisfactory to
the Committee,  in which such holder represents and warrants that such holder is
purchasing or acquiring  the Shares  acquired  thereunder  for such holder's own
account,  for investment  only and not with a view to the resale or distribution
thereof,  and agrees that any subsequent  resale or  distribution of any of such
Shares shall be made only pursuant to either (i) a Registration  Statement on an
appropriate  form under the Securities Act of 1933, as amended (the  "Securities
Act"),  which  Registration  Statement has become  effective and is current with
regard  to the  Shares  being  sold,  or  (ii) a  specific  exemption  from  the
registration  requirements of the Securities Act, but in claiming such exemption
the holder  shall,  prior to any offer of sale or sale of such Shares,  obtain a
prior favorable written opinion of counsel,  in form and substance  satisfactory
to counsel for the Company, as to the application of such exemption thereto. The
foregoing restriction shall not apply to (x) issuances by the Company so long as
the Shares being issued are registered under the Securities Act and a prospectus
in respect  thereof is current or (y) reofferings of Shares by affiliates of the
Company (as defined in Rule 405 or any successor rule or regulation  promulgated
under the Securities Act) if the Shares being reoffered are registered under the
Securities Act and a prospectus in respect thereof is current.

         Nothing  herein shall be construed as requiring the Company to register
Shares  subject to any Option under the Securities  Act. In addition,  if at any
time the Committee  shall  determine  that the listing or  qualification  of the
Shares subject to such Option on any securities exchange or under any applicable
law,  or the  consent  or  approval  of any  governmental  regulatory  body,  is
necessary or desirable as a condition of, or in connection with, the granting of
an  Option,  or the  issuance  of  Shares  thereunder,  such  Option  may not be
exercised  in whole or in part unless such  listing,  qualification,  consent or
approval  shall  have been  effected  or  obtained  free of any  conditions  not
acceptable to the Committee.

XIV.ISSUANCE OF STOCK CERTIFICATES; LEGENDS, PAYMENT OF EXPENSES

         Upon any  exercise  of an Option  which may be  granted  hereunder  and
payment of the purchase price and applicable  taxes,  if any, in accordance with
Article XV hereof,  in respect thereof in accordance with the terms of this Plan
and the Option,  a certificate or certificates for the Shares shall be issued by
the  Company  in the name of the  person  exercising  the  Option  and  shall be
delivered to or upon the order of such person.

         The Company may endorse  such legend or legends  upon the  certificates
for  Shares  issued  pursuant  to the Plan and may issue  such  "stop  transfer"
instructions  to its transfer  agent in respect of such Shares as the Committee,
in its  discretion,  determines to be necessary or  appropriate to (a) prevent a
violation of, or to perfect an exemption from, the registration  requirements of
the  Securities  Act, (b) implement the provisions of the Plan and any agreement
between the Company and the optionee or grantee with respect to such Shares,  or
(c)  permit  the  Company  to  determine  the  occurrence  of  a   disqualifying
disposition,  as described in Section 421(b) of the Code, of Shares  transferred
upon exercise of an Incentive Option granted under the Plan.

         The Company  shall pay all issue or transfer  taxes with respect to the
issuance  or transfer of Shares,  as well as all fees and  expenses  necessarily
incurred by the Company in  connection  with such  issuance or transfer,  except
fees and  expenses  which may be  necessitated  by the filing or  amending  of a
Registration  Statement  under the Securities Act, which fees and expenses shall
be borne by the recipient of the Shares unless such  Registration  Statement has
been filed by the Company  for its own  corporate  purposes  (and the Company so
states) in which event the recipient of the Shares shall bear only such fees and
expenses as are  attributable  to the inclusion of the Shares he or she receives
in the Registration Statement.

         All  Shares  issued  as  provided   herein  shall  be  fully  paid  and
nonassessable to the extent permitted by law.

XV.WITHHOLDING TAXES

         The Company may require an employee  exercising a Non-Qualified  Option
granted  hereunder,  or disposing of Shares acquired pursuant to the exercise of
an  Incentive  Option in a  disqualifying  disposition  (within  the  meaning of
Section  421(b) of the Code),  to reimburse  the  corporation  that employs such
employee for any taxes  required by any  government  to be withheld or otherwise
deducted and paid by such  corporation in respect of the issuance or disposition
of such Shares.  In lieu  thereof,  the  corporation  that employs such employee
shall  have the right to  withhold  the amount of such taxes from any other sums
due or to become due from such  corporation  to the employee upon such terms and
conditions as the Committee shall  prescribe.  The corporation that employs such
employee  may,  in its  discretion,  hold the stock  certificate  to which  such
employee is entitled  upon the exercise of an Option as security for the payment
of such  withholding tax liability,  until cash sufficient to pay that liability
has been accumulated.  In addition, at any time that the Company becomes subject
to a withholding obligation under applicable law with respect to the exercise of
a Non-Qualified Option (the "Tax Date"),  except as set forth below, a holder of
a Non-Qualified  Option may elect to satisfy,  in whole or in part, the holder's
related personal tax liabilities (an "Election") by (a) directing the Company to
withhold from Shares issuable in the related  exercise either a specified number
of Shares or Shares having a specified  value (in each case not in excess of the
related  personal tax  liabilities),  (b)  tendering  Shares  previously  issued
pursuant to the  exercise of an Option or other shares of the  Company's  common
stock  owned by the holder for at least six (6) months  prior to such  tender or
(c) combining any or all of the  foregoing  options in any fashion.  An Election
shall be  irrevocable.  The withheld Shares and other Shares tendered in payment
shall be valued at their fair market value  (determined  in accordance  with the
principles  set forth in Article V hereof) on the Tax Date.  The  Committee  may
disapprove of any Election,  suspend or terminate the right to make Elections or
provide that the right to make Elections shall not apply to particular Shares or
exercises. The Committee may impose any additional conditions or restrictions on
the right to make an Election as it shall deem  appropriate.  In  addition,  the
Company shall be authorized  to effect any such  withholding  upon exercise of a
Non-Qualified Option by retention of shares issuable upon such exercise having a
fair market value at the date of exercise (as determined  under Article V) which
is equal to the amount to be withheld; provided, however, that the Company shall
not be authorized to effect such  withholding  without the prior written consent
of the employee if such  withholding  would  subject such  employee to liability
under Section 16(b) of the Exchange Act. The Committee may prescribe  such rules
as it determines with respect to employees subject to the reporting requirements
of  Section  16(a)  of the  Exchange  Act to  effect  such  tax  withholding  in
compliance with the Rules established by the Securities and Exchange  Commission
(the "Commission") under Section 16 of the Exchange Act and the positions of the
staff of the Commission thereunder expressed in no-action letters exempting such
tax withholding from liability under Section 16(b) of the Exchange Act.

<PAGE>


                              Exhibits 5.1 and 23.1

                         UNIROYAL TECHNOLOGY CORPORATION
                                    SUITE 900
                             TWO NORTH TAMIAMI TRAIL
                             SARASOTA, FLORIDA 34236
OLIVER J. JANNEY
EXECUTIVE VICE PRESIDENT,                           Telephone:  (941) 361-2212
GENERAL COUNSEL & SECRETARY                              Fax:   (941) 361-2214

                                                                May 19, 2000

Uniroyal Technology Corporation
One Sarasota Tower
Two North Tamiami Trail, Suite 900
Sarasota, Florida 34236

Dear Sirs:

     I have acted as  counsel to  Uniroyal  Technology  Corporation,  a Delaware
corporation  (the  "Company"),  in connection with the preparation and filing by
the Company  with the  Securities  and  Exchange  Commission  of a  registration
statement of the Company on Form S-8 (the  "Registration  Statement")  under the
Securities Act of 1933, as amended,  with respect to the offering and sale of up
to 3,400,000 shares of common stock,  $0.01 par value per share ("Common
Stock"), of the Company  issuable in  connection  with the Company's  1994
Stock Option Plan (the "Plan"). Terms defined in the Registration Statement and
not otherwise defined herein are used herein with the meanings as so defined.

     In so acting, I have examined  originals or copies,  certified or otherwise
identified to my satisfaction, of the Registration Statement, the Plan, and such
corporate  records,  agreements,  documents  and  other  instruments,  and  such
certificates  or  comparable  documents of public  officials  and of officers or
representatives of the Company as I have deemed relevant or necessary as a basis
for the opinions  hereinafter set forth. I have also made such inquiries of such
officers and  representatives as I have deemed relevant or necessary for a basis
for the opinions hereinafter set forth.

     In such examination,  I have assumed the genuineness of all signatures, the
authenticity  of all documents  submitted to me as originals,  the conformity to
original  documents  submitted to me as certified or photostatic  copies and the
authenticity of such latter documents.

     Based on the foregoing,  and subject to the qualifications stated herein, I
am of the  opinion  that the  shares  of  Common  Stock  initially  issuable  in
connection with the Plan will be validly issued,  fully paid and  non-assessable
and free of preemptive rights.

     The  opinions  herein are limited to the laws of the State of Florida,  the
General  Corporation  Law of the State of Delaware  and the federal  laws of the
United  States,  and I express  no  opinion  as to the effect of the laws of any
other jurisdiction on the matters addressed in this opinion.

     I consent to the use of this opinion as an exhibit to the Registration
Statement.  I further consent to the use of this opinion as an exhibit to
applications to securities commissioners  of  various  states of the  United
States  for  registration  or qualification of the Common Stock issuable in
connection with the Plan under the securities  (or  "Blue  Sky")  laws of
such states  to the  extent  that  such registration or qualification may be
required.

     This  opinion is rendered  solely for your benefit in  connection  with the
Plan.  This  opinion may not be used or relied upon by any other  person and may
not be disclosed, quoted, filed with a governmental agency or otherwise referred
to without my prior written consent, except as noted above.

                                Very truly yours,

                                Oliver J. Janney








<PAGE>


                                  Exhibit 23.2





INDEPENDENT AUDITORS' CONSENT


     We consent to the incorporation by reference in this Registration Statement
No.33-95256 of Uniroyal Technology  Corporation on Form S-8 of our report dated
December  20,  1999  (April 12,  2000 as to Note 21)  appearing  in the Current
Report  on Form 8-K dated  April 27,  2000 of  Uniroyal  Technology
Corporation.


/S/ Deloitte & Touche LLP


Tampa, Florida
May 19, 2000
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 53787}]
{"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": "333-37608", "film-number": "641754"}, "business-address": {"street1": "TWO N TAMIAMI TRAIL", "street2": "STE 900", "city": "SARASOTA", "state": "FL", "zip": "34236-5568", "phone": "9413662100"}}
As filed with the Securities and Exchange Commission on May 22, 2000
                           Registration No. 33-95256

                       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)

                       Two North Tamiami Trail, Suite 900
                             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 1994 STOCK OPTION PLAN
                            (Full title of the plan)

                             OLIVER J. JANNEY, ESQ.
             Executive Vice President, Secretary and General Counsel
                         Uniroyal Technology Corporation
                       Two North Tamiami Trail, Suite 900
                             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
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
Proposed Maximum          Proposed maximum

Title of Securities to be   Amount to be             offering price per        aggregate offering       Amount of
registered                  registered*              unit**                    price**                  registration fee*
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------

Uniroyal Technology
Corporation Common Stock
(par value $.01 per share)

                            3,400,000 shares         $13.00                    $44,200,000              $13,393.94
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
* 800,000 shares were  registered on August 3, 1995,  and 1,000,000  shares were
registered  on May 20,  1999,  after  giving  effect to the 100% stock  dividend
declared on March 10, 2000 to  stockholders  of record as of March 20,2000.  The
foregoing fee is for registration of the additional  3,400,000 shares covered by
this registration statement.

**  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.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The contents of the  Registration  Statement filed by the Registrant on
Form S-8 on August 3,  1995,  Registration  Number  33-95256,  as amended by the
Registration  Statement filed by the Registrant on Form S-8 on May 20, 1999, are
incorporated herein by reference.

Item 5.  Interests of Named Experts and Counsel

         The opinion  and  consent of Oliver J.  Janney,  Esq.,  Executive  Vice
President,  General  Counsel and  Secretary of the Company,  addressing  certain
legal  matters  with  regard to the  additional  shares of  common  stock  being
registered under this registration statement are attached hereto as Exhibits 5.1
and 23.1.  As of May 19,  2000,  Mr.  Janney  owned  certain  securities  of the
Company.

Item 8.  Exhibits

         The following Exhibits are filed herewith:

Exhibit Number                        Description

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

10.53             Uniroyal Technology Corporation 1994 Stock Option Plan, as
                  amended to May 19, 2000

23.2              Consent of Deloitte & Touche LLP

                                POWER OF ATTORNEY

         Each person whose  signature  to this  registration  statement  appears
below hereby appoints Howard R. Curd, Robert L. Soran and Oliver J. Janney,  and
each individually, any one of whom may act without the joinder of the others, as
his agent and  attorney-in-fact  to sign on his behalf  individually  and in the
capacity stated below and to file all amendments and  post-effective  amendments
to this registration statement, which amendments make such changes and additions
to this  registration  statement  as such  agent and  attorney-in-fact  may deem
necessary or appropriate.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the   requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of Sarasota,
State of Florida on May 19, 2000.

                         UNIROYAL TECHNOLOGY CORPORATION

         By:      /s/ George J. Zulanas, Jr.
                  -----------------------
                  George J. Zulanas, Jr.
                  Executive Vice President, Treasurer and
                  Chief Financial Officer
                  (Principal Financial Officer and
                   Principal Accounting Officer)

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

/s/ Howard R. Curd                                               May 19, 2000
-----------------------
Howard R. Curd             Director, Chairman of the
                           Board and Chief Executive
                           Officer

/s/ George J. Zulanas, Jr. Executive Vice President,             May  19, 2000
-----------------------
George J. Zulanas, Jr.     Treasurer, and Chief
                           Financial Officer
                           (Principal Financial
                           Officer and Principal
                           Accounting Officer)

/s/ Peter C.B. Bynoe       Director                               May 19, 2000
-----------------------
Peter C.B. Bynoe

/s/ Thomas E. Constance    Director                               May 19, 2000
-----------------------
Thomas E. Constance

/s/ Richard D. Kimbel      Director                               May 19, 2000
Richard D. Kimbel

/s/ Curtis L. Mack         Director                               May 19, 2000
-----------------------
Curtis L. Mack

/s/ Roland H. Meyer        Director                               May 19, 2000
-----------------------
Roland H. Meyer
/s/ John A. Porter         Director                               May 19, 2000
-----------------------
John A. Porter

/s/ Robert L. Soran        Director, President                    May 19, 2000
-----------------------    and Chief Operating
Robert L. Soran            Officer
Exhibit 10.53

                         UNIROYAL TECHNOLOGY CORPORATION

                       1994 STOCK OPTION PLAN, AS AMENDED

                          TO MAY 19, 2000 AND RESTATED
TABLE OF CONTENTS

I.       PURPOSE............................................................1

II.      AMOUNT OF STOCK SUBJECT TO THE PLAN................................1

III.     ADMINISTRATION.....................................................2

IV.      ELIGIBILITY........................................................3

V.       OPTION PRICE AND PAYMENT...........................................4

VI.      TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE ..........5

VII.     TERMINATION OF EMPLOYMENT..........................................6

VIII.    EXERCISE OF OPTIONS................................................8

IX.      USE OF PROCEEDS....................................................8

X.       NONTRANSFERABILITY OF OPTIONS......................................8

XI.      ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS...............8

XII.     RIGHT TO TERMINATE EMPLOYMENT......................................9

XIII.    PURCHASE FOR INVESTMENT............................................9

XIV.     ISSUANCE OF STOCK CERTIFICATES; LEGENDS, PAYMENT OF  EXPENSES.....10

XV.      WITHHOLDING TAXES.................................................11

XVI.     LISTING OF SHARES AND RELATED MATTERS.............................12

XVII.    AMENDMENT OF THE PLAN.............................................12

XVIII.   TERMINATION OR SUSPENSION OF THE PLAN.............................12

XIX.     SAVINGS PROVISION.................................................13

XX.      GOVERNING LAW.....................................................13

XXI.     PARTIAL INVALIDITY................................................13

XXII.    EFFECTIVE DATE....................................................13
UNIROYAL TECHNOLOGY CORPORATION

                       1994 STOCK OPTION PLAN, AS AMENDED

                          TO MAY 19, 2000 AND RESTATED

I.PURPOSE

Uniroyal Technology Corporation, a Delaware corporation (the "Company"), desires
to  afford  certain  of its key  employees  and  certain  key  employees  of any
subsidiary  corporation  or parent  corporation  of the Company now  existing or
hereafter formed or acquired who are responsible for the continued growth of the
Company an  opportunity  to acquire a proprietary  interest in the Company,  and
thus to create in such key  employees  an  increased  interest  in and a greater
concern for the welfare of the Company and its subsidiaries.

The stock options  ("Options")  offered  pursuant to this 1994 Stock Option Plan
(the  "Plan")  are a matter of  separate  inducement  and are not in lieu of any
salary or other compensation for the services of any key employee.

The Company,  by means of the Plan,  seeks to retain the services of persons now
holding key positions  and to secure and retain the services of persons  capable
of filling such positions.

The Options  granted  under the Plan are intended to be either  incentive  stock
options ("Incentive  Options") within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the  "Code"),  or options that do not meet the
requirements for Incentive Options  ("Non-Qualified  Options"),  but the Company
makes no warranty as to the qualification of any Option as an Incentive Option.

II.AMOUNT OF STOCK SUBJECT TO THE PLAN

Up to 5,250,000 shares of Common Stock $.01 per value per share ("Shares"),  may
be granted and  outstanding  under the Plan,  provided  that the total number of
Shares of the Company which may be purchased pursuant to the exercise of Options
granted  under the Plan and all other  stock  option  plans of the  Company  for
employees shall not at any time exceed, in the aggregate,  fifteen percent (15%)
of the then currently  authorized Shares outstanding,  on a fully diluted basis,
such number to be subject to  adjustment  in  accordance  with Article XI of the
Plan.

Shares  which  may be  acquired  under  the Plan may be  either  authorized  but
unissued Shares, Shares of issued stock held in the Company's treasury, or both,
at the  discretion  of the Company.  If and to the extent that  Options  granted
under the Plan expire or terminate  without  having been  exercised,  the Shares
covered by such expired or terminated  Options may again be subject to an Option
under the Plan.

Except as provided in Articles XVIII and XXII hereof, the Company may, from time
to time during the period beginning on the Effective Date

and ending on January 1, 2004 (the  "Termination  Date"),  grant to certain  key
employees of the Company, or certain key employees of any subsidiary corporation
or parent  corporation  of the  Company  now  existing  or  hereafter  formed or
acquired,  Incentive  Options  and/or  Non-Qualified  Options  under  the  terms
hereinafter set forth.

As used in the Plan, the term "parent corporation" and "subsidiary  corporation"
shall mean a corporation coming within the definition of such terms contained in
Sections 424(e) and 424(f) of the Code, respectively.

III.ADMINISTRATION

The board of directors of the Company (the "Board of Directors") shall designate
from among its members an option  committee (the  "Committee") to administer the
Plan.  The Committee  shall consist of no fewer than two members of the Board of
Directors,  each of whom shall be a "disinterested person" within the meaning of
Rule  16b-3  (or  any  successor  rule  or  regulation)  promulgated  under  the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"). A majority of
the  members  of the  Committee  shall  constitute  a  quorum,  and the act of a
majority of the members of the Committee shall be the act of the Committee.  Any
member of the  Committee may be removed at any time either with or without cause
by  resolution  adopted  by the  Board  of  Directors,  and any  vacancy  on the
Committee  at any time may be  filled  by  resolution  adopted  by the  Board of
Directors.

Any or all powers and  functions of the  Committee  may be exercised at any time
and from time to time by the Board of Directors or an executive committee of the
Board of Directors (the "Executive Committee"; references below to the Committee
shall  be  deemed  to  include  references  to the  Board of  Directors  and the
Executive  Committee,  except  as the  context  otherwise  requires);  provided,
however,  that all of the  members of the Board of  Directors  or the  Executive
Committee,  as the case may be, which exercise any power or authority  under the
Plan,  are  "disinterested  persons"  within  the  meaning of Rule 16b-3 (or any
successor rule or regulation) promulgated under the Exchange Act.

Subject  to the  express  provisions  of the  Plan,  the  Committee  shall  have
authority, in its discretion,  to determine the persons to whom Options shall be
granted,  the time when such  persons  shall be granted  Options,  the number of
Shares which shall be subject to each Option,  the purchase  price of each Share
which shall be subject to each Option,  the period(s)  during which such Options
shall be  exercisable  (whether  in whole or  part),  and the  other  terms  and
provisions thereof (which need not be identical).  In determining the persons to
whom Options  shall be granted and the number of Shares for which Options are to
be granted to each person,  the Committee shall give consideration to the length
of service,  the amount of earnings and the  responsibilities and duties of such
person. Options need not be uniform as to all grants and recipients thereof.

Subject to the express  provisions of the Plan,  the  Committee  also shall have
authority to construe the Plan and the Options granted thereunder,  to amend the
Plan and the Options granted thereunder,  to construe any ambiguous provision of
the Plan and/or any Option  award  agreement,  to  prescribe,  amend and rescind
rules  and  regulations  relating  to the  Plan,  to  determine  the  terms  and
provisions  of  the  Options  (which  need  not  be  identical);   to  determine
eligibility for  participation in the Plan; to determine  whether an Option will
be a  qualified  Incentive  Stock  Option or a  non-qualified  option;  to grant
waivers of Plan terms,  conditions,  restrictions  and limitations or accelerate
exercisability  of an  Option;  to  correct  errors,  supply  any  omissions  or
reconcile any inconsistencies in the Plan and/or any Option award agreement;  to
supply  additional  conditions,  terms  and  restrictions  with  respect  to any
Options;  to determine the fair market value of a Share,  in accordance with the
Plan;  and  to  make  all  other  determinations   necessary  or  advisable  for
administering  the Plan. The Committee also shall have the authority to require,
in its discretion,  as a condition of the granting of any such Option,  that the
employee agree (a) not to sell or otherwise  dispose of Shares acquired pursuant
to the exercise of such Option for a period of six (6) months following the date
of the  acquisition  of such Option and (b) that in the event of  termination of
employment of such employee,  other than as a result of dismissal without cause,
such employee will not, for a period to be fixed at the time of the grant of the
Option, enter into any other employment or participate directly or indirectly in
any other business or enterprise  which is competitive  with the business of the
Company or any subsidiary  corporation or parent corporation of the Company,  or
enter into any  employment in which such employee will be called upon to utilize
special knowledge obtained through employment with the Company or any subsidiary
corporation or parent corporation thereof.

The  determination  of the Committee on matters  referred to in this Article III
shall be conclusive.

The Committee may employ such legal or other counsel,  consultants and agents as
it may deem desirable for the  administration  of the Plan and may rely upon any
opinion or  computation  received  from any such  counsel,  consultant or agent.
Expenses incurred by the Committee in the engagement of such counsel, consultant
or agent shall be paid by the Company.  No member or former  member of the Board
of Directors,  the Executive  Committee or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any award
of Options granted hereunder.

In order  to give  management  of the  Company  flexibility  in  hiring  new key
employees and retaining key employees,  the Vice President,  Human Resources and
Administration  of the Company is authorized to grant options to purchase common
stock of the Company  under the Plan,  provided  that (1) no such grant shall be
made to an executive officer of the Company, (2) no such grant to any individual
shall exceed 25,000 shares of common stock of the Company,  (3) each grant shall
be  approved  in  writing by the Chief  Executive  Officer  and Chief  Operating
Officer  of the  Company  and  (4)  the  Vice  President,  Human  Resources  and
Administration  or the  Secretary of the Company  shall notify the  Committee in
writing of all such grants not later than the meeting of the Committee following
such grants.

IV.ELIGIBILITY

Options may be granted  only to key or  outstanding  employees of the Company or
any subsidiary  corporation or parent corporation of the Company now existing or
hereafter  formed or acquired,  except as hereinafter  provided.  Any person who
shall have retired from the active  employment by the Company or any  subsidiary
corporation  or parent  corporation  of the Company,  although such person shall
have  entered  into a  consulting  contract  with the  Company  or a  subsidiary
corporation  or parent  corporation  of the  Company,  shall not be  eligible to
receive an Option.

         No person  shall  have any  rights or claims  under the Plan  except in
accordance with the provisions of the Plan and the applicable  Option.  The Plan
does not create a right in any person to  participate  in the Plan,  nor does it
create a right in any person to have any Options granted to him or her.

V.OPTION PRICE AND PAYMENT

         The price for each Share purchasable under any Option shall be equal to
100% of the  fair  market  value  of a Share  on the  date of  grant;  provided,
however, that in the case of an Incentive Option granted to a person who, at the
time such  Option is  granted,  owns  shares of the  Company  or any  subsidiary
corporation  or  parent  corporation  of the  Company  possessing  more than ten
percent (10%) of the total combined  voting power of all classes of stock of the
Company or of any subsidiary  corporation or parent  corporation of the Company,
the purchase price for each Share shall be such amount as the Committee,  in its
best  judgment,  shall  determine  to be not less than one  hundred  ten percent
(110%) of the fair market value per Share at the date the Option is granted.  In
determining  the stock  ownership of an employee for any purpose under the Plan,
the rules of Section 424(d) of the Code shall be applied,  and the Committee may
rely on representations of fact made to it by the employee and believed by it in
good faith to be true.  Each Option  shall state  whether  such Option will be a
qualified  Incentive Option, a Non-Qualified  Option or a combination of the two
types.

         If the  Shares  are listed on a  national  securities  exchange  in the
United  States  on any date on which  the fair  market  value per Share is to be
determined,  the fair market  value per Share shall be the closing  quotation at
which such Shares are sold on such national securities exchange on the date such
Option is  granted.  In the  event  that the  Shares  are  listed on a  national
securities  exchange  in the  United  States on such date but the Shares are not
traded  on such  date,  or such  national  securities  exchange  is not open for
business on such date, the fair market value per Share shall be determined as of
the  closest  preceding  date on which  such  exchange  shall have been open for
business and the Shares were  traded.  If the Shares are listed on more than one
national securities exchange in the United States on the date any such Option is
granted,  the Committee shall determine which national securities exchange shall
be used for the purpose of determining the fair market value per Share.

         If on the date any  Option is  granted a public  market  exists for the
Shares but such Shares are not listed on a national  securities  exchange in the
United States, the fair market value per Share shall be deemed to be the closing
price as  reported by the Nasdaq  National  Market (or its  successor  quotation
system) for such  Shares on the date such  Option is granted.  In the event that
there is no  closing  price  reported  by the  Nasdaq  National  Market  (or its
successor  quotation system) for Shares on the date such Option is granted,  the
fair market  value per Share shall be the closing  price  reported by the Nasdaq
National  Market (or its successor  quotation  system) for Shares on the closest
date  preceding  the date such Option is granted for which such  quotations  are
available.

         If on the date any  Option is  granted  no  public  market  exists  for
Shares,  the fair  market  value per Share  shall be  determined  by such  other
reasonable  valuation method as the Committee  shall, in its discretion,  select
and apply in good faith.  For all  purposes of this Plan,  the fair market value
per Share shall be determined subject to Section 422(c)(7) of the Code.

         For all  purposes of this Plan,  (i) the fair  market  value of a Share
shall be determined in accordance with this Article V and (ii) the determination
by the Committee of the fair market value of a Share shall be conclusive.

         Upon the exercise of an Option  granted  hereunder,  the Company  shall
cause the  purchased  Shares to be issued only when it shall have  received  the
full purchase price for the Shares,  and applicable taxes, if any, in accordance
with Article XV hereof, in cash;  provided,  however,  that in lieu of cash, the
holder of an Option may, to the extent permitted by applicable law,  exercise an
Option (a) in whole or in part, by  delivering to the Company  Shares (in proper
form for transfer and  accompanied by all requisite stock transfer tax stamps or
cash in lieu thereof)  owned by such holder for at least six (6) months prior to
such  delivery  having a fair  market  value  equal to the cash  exercise  price
applicable to that portion of the Option being exercised by the delivery of such
shares,  the fair market value of Common Shares so delivered to be determined as
of the date immediately preceding the date on which the Option is exercised,  or
as may be required in order to comply with or to conform to the  requirements of
any applicable  laws or  regulations,  (b) in whole or in part, by delivering to
the  Company  authorization  for the  immediate  sale of the Shares that will be
purchased  by  exercise of the Option and  retention  by Company of such sale or
liquidation  proceeds  (accompanied  by all  requisite  authorizations  as legal
counsel for the Company deem  necessary)  with respect to such numbers of Shares
having a fair market value equal to the cash exercise  price  applicable to that
portion of the Option being exercised by holder, the fair market value of Shares
to be so  purchased  and  sold  to be  determined  as of  the  date  immediately
preceding  the date on which the Option is  exercised,  or as may be required in
order to comply with or to conform to the requirements of any applicable laws or
regulations, or (c) in part, by delivering to the Company an executed promissory
note on such terms and conditions as the Committee shall determine,  at the time
of grant, in its discretion; provided, however, that (i) the principal amount of
such note shall not exceed ninety  percent  (90%) (or such lesser  percentage as
would be permitted by applicable margin  regulations) of the aggregate  purchase
price of the Shares then being purchased pursuant to the exercise of such Option
and  (ii)  payment  for  shares  with a  promissory  note is  permissible  under
applicable law.

VI.TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE

         Any Option granted  hereunder  shall be  exercisable at such times,  in
such amounts and during such period or periods as the Committee  shall determine
at the date of the grant of such Option;  provided,  however,  that an Incentive
Option shall not be exercisable  after the expiration of ten (10) years from the
date such Option is granted; provided, further, that in the case of an Incentive
Option  granted to a person who, at the time such  Incentive  Option is granted,
owns stock of the Company or any subsidiary corporation or parent corporation of
the Company  possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of any subsidiary corporation or
parent  corporation  of  the  Company,   such  Incentive  Option  shall  not  be
exercisable  after the expiration of five (5) years from the date such Incentive
Option is granted.

         The Committee shall have the right to accelerate,  in whole or in part,
from time to time,  conditionally  or  unconditionally,  rights to exercise  any
Option granted hereunder.

         To the  extent  that an Option is not  exercised  within  the period of
exercisability  specified  therein,  it shall expire as to the then  unexercised
part.

         Except to the extent  otherwise  provided under the Code, to the extent
that the aggregate fair market value of stock for which Incentive Options (under
all  stock  option  plans  of  the  Company  and of any  parent  corporation  or
subsidiary  corporation of the Company) are exercisable for the first time by an
employee  during any calendar  year  exceeds  $100,000,  such  Options  shall be
treated as Non-Qualified Options. For purposes of this limitation,  (a) the fair
market value of stock is  determined  as of the time the Option is granted,  and
(b) the limitation  will be applied by taking into account  Options in the order
in which they were granted.

         In no event  shall an  Option  granted  hereunder  be  exercised  for a
fraction  of a Share or the  lesser of fifty (50)  Shares or the full  number of
Shares then subject to the Option.

         A person  entitled  to receive  Shares  upon the  exercise of an Option
shall not have the rights of a stockholder with respect to such Shares until the
date of  issuance  of a  stock  certificate  to such  person  for  such  Shares;
provided, however, that until such stock certificate is issued, any holder of an
Option using  previously  acquired Shares in payment of an option exercise price
shall  continue  to have  the  rights  of a  stockholder  with  respect  to such
previously acquired Shares.

VII.TERMINATION OF EMPLOYMENT

         Upon  termination  of employment of any employee of the Company and all
subsidiary  corporations  and parent  corporations  of the  Company,  any Option
previously granted to the employee,  unless otherwise specified by the Committee
in the Option,  shall,  to the extent not theretofore  exercised,  terminate and
become null and void; provided, however, that:

         (a) if the employee  shall die while in the employ of such  corporation
         or during either the three (3) month or one (1) year period,  whichever
         is  applicable,  specified  in clause (b) below and at a time when such
         employee  was  entitled to exercise an Option as herein  provided,  the
         legal representative of such employee, or such person who acquired such
         Option  by  bequest  or  inheritance  or by  reason of the death of the
         employee,  may,  not  later  than one (1) year  from the date of death,
         exercise  such  Option,  to the extent not  theretofore  exercised,  in
         respect  of any or all of such  number of Shares  as  specified  by the
         Committee in such Option; and

         (b) if the  employment  of any  employee to whom such Option shall have
         been granted shall terminate by reason of the employee's retirement (at
         such age or upon such conditions as shall be specified by the Committee
         and stated in the Option), disability (as described in Section 22(e)(3)
         of the Code) or  dismissal  by the  employer  other  than for cause (as
         defined  below),  and while such  employee is entitled to exercise such
         Option  as  herein  provided,  such  employee  shall  have the right to
         exercise such Option so granted in respect of any or all of such number
         of Shares as specified by the Committee in such Option,  at any time up
         to  and  including  (i)  three  (3)  months  after  the  date  of  such
         termination  of  employment  in the case of  termination  by  reason of
         retirement  or  dismissal  other than for cause,  and (ii) one (1) year
         after the date of  termination of employment in the case of termination
         by reason of disability.

         In no event,  however,  shall any person be entitled  to  exercise  any
Option after the expiration of the period of  exercisability  of such Option, as
specified therein.

         If an employee  voluntarily  terminates  his or her  employment,  or is
discharged  for cause,  any Option granted  hereunder  shall,  unless  otherwise
specified by the Committee in the Option,  forthwith  terminate  with respect to
any unexercised portion thereof.

         If an  Option  granted  hereunder  shall  be  exercised  by  the  legal
representative  of a  deceased  grantee or by a person  who  acquired  an Option
granted  hereunder  by bequest or  inheritance  or by reason of the death of any
employee  or  former  employee,   written  notice  of  such  exercise  shall  be
accompanied by a certified copy of letters  testamentary or equivalent  proof of
the right of such legal representative or other person to exercise such Option.

         For the purposes of the Plan,  the term "for cause" shall mean (a) with
respect to an employee who is a party to a written  employment  agreement  with,
or, alternatively, participates in a compensation or benefit plan of the Company
or a  subsidiary  corporation  or  parent  corporation  of  the  Company,  which
agreement or plan  contains a definition  of "for cause" or "cause" (or words of
like import) for purposes of termination of employment thereunder by the Company
or such subsidiary corporation or parent corporation of the Company, "for cause"
or  "cause" as  defined  therein;  or (b) in all other  cases,  (i) the  willful
commission by an employee of an act that causes or may cause substantial  damage
to the Company or a subsidiary corporation or parent corporation of the Company;
(ii) the commission by an employee of an act of fraud in the performance of such
employee's duties on behalf of the Company or a subsidiary corporation or parent
corporation of the Company; (iii) conviction of the employee for commission of a
felony in connection with the performance of his duties on behalf of the Company
or a subsidiary  corporation or parent  corporation of the Company,  or (iv) the
continuing  failure of an employee to perform the duties of such employee to the
Company or a subsidiary  corporation or parent  corporation of the Company after
written  notice  thereof and a reasonable  opportunity to be heard and cure such
failure are given to the employee by the Committee.

         For the  purposes  of the Plan,  an  employment  relationship  shall be
deemed to exist between an individual  and a corporation  if, at the time of the
determination, the individual was an "employee" of such corporation for purposes
of Section 422 of the Code.  If an  individual is on leave of absence taken with
the consent of the corporation by which such  individual was employed,  or is on
active military  service,  and is determined to be an "employee" for purposes of
the  exercise of an Option,  such  individual  shall not be entitled to exercise
such Option during such period and while the employment is treated as continuing
intact unless such  individual  shall have obtained the prior written consent of
such corporation,  which consent shall be signed by the chairman of the board of
directors,  the president,  a vice-president or other duly authorized officer of
such corporation.

         A termination  of employment  shall not be deemed to occur by reason of
(i) the transfer of an employee from  employment by the Company to employment by
a  subsidiary  corporation  or a parent  corporation  of the Company or (ii) the
transfer of an employee from employment by a subsidiary  corporation or a parent
corporation of the Company to employment by the Company or by another subsidiary
corporation or parent corporation of the Company.

VIII.EXERCISE OF OPTIONS

         Options  granted  under the Plan may be exercised by the optionee as to
all or part of the Shares covered thereby by the giving of written notice of the
exercise  thereof to the  Corporate  Secretary  of the Company at the  principal
business office of the Company,  specifying the number of Shares to be purchased
and  accompanied  by  payment  of the  purchase  price  stated in the Option and
applicable  taxes, if any, in accordance with Article XV hereof.  Subject to the
terms of Articles XIII, XIV and XVI hereof, the Company shall cause certificates
for the Shares so purchased to be delivered at the principal  business office of
the Company,  against  payment of the full purchase price, on the date specified
in the notice of exercise.

IX. USE OF PROCEEDS

         This Plan shall be  unfunded.  The cash  proceeds of the sale of Shares
subject to the Options granted hereunder are to be added to the general funds of
the  Company  and  used  for its  general  corporate  purposes  as the  Board of
Directors shall determine.

X.NONTRANSFERABILITY OF OPTIONS

         No Option granted hereunder shall be transferable, whether by operation
of law or otherwise, other than by will or the laws of descent and distribution,
and any Option granted  hereunder shall be  exercisable,  during the lifetime of
the grantee thereof, only by such grantee.  Except to the extent provided above,
Options may not be assigned,  transferred,  pledged, hypothecated or disposed of
in any way (whether by operation of law or  otherwise)  and shall not be subject
to execution, attachment or similar process.

XI.ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS

         Notwithstanding  any other provision  contained herein, in the event of
any change in the Shares  subject to the Plan or to any Option granted under the
Plan (through merger,  consolidation  (whether or not the Company is a surviving
corporation),  reorganization,  recapitalization,  stock dividend,  stock split,
split-up,  split-off,  spin-off,  extraordinary  dividend  payable  in  cash  or
property,  combination  of shares,  exchange of shares,  or other like change in
capital  structure  of the  Company),  an  adjustment  shall  be  made  to  each
outstanding  Option such that each such Option shall  thereafter be  exercisable
for such  securities,  cash and/or other property as would have been received in
respect of the Shares  subject to such Option had such Option been  exercised in
full  immediately  prior to such change,  and such an  adjustment  shall be made
successively  each time any such change shall occur. The term "Shares" after any
such change shall refer to the securities,  cash and/or property then receivable
upon exercise of an Option.  In addition,  in the event of any such change,  the
Committee  shall make any further  adjustment  to the  maximum  number of Shares
which may be acquired  under the Plan  pursuant to the exercise of Options,  the
maximum number of Shares for which Options may be granted to any one employee of
the Company, and the number of Shares and price per Share subject to outstanding
Options as shall be equitable to prevent dilution or enlargement of rights under
such Options,  and the  determination of the Committee as to these matters shall
be conclusive;  provided, however, that (a) each such adjustment with respect to
an Incentive  Option  shall comply with the rules of Section  424(a) of the Code
(or any successor  provision),  and (b) in no event shall any adjustment be made
which  would  render  any  Incentive  Option  granted  hereunder  other  than an
"incentive stock option" as defined in Section 422 of the Code.

         In the  event  of a  "change  in  control"  of the  Company,  all  then
outstanding  Options shall immediately become  exercisable.  For purposes of the
Plan, a "change in control" of the Company occurs if (a) more than fifty percent
(50%) of the total combined  voting power of all classes of stock of the Company
normally  entitled  to vote for the  election  of  directors  of the  Company is
acquired by another  person,  firm or corporation  or by a cooperating  group of
such  individuals or entities,  (b) the Board of Directors  approves the sale of
all or  substantially  all of the property or assets of the Company,  or (c) the
Board of  Directors  approves  a  consolidation  or merger of the  Company  with
another corporation, the consummation of which would result in the occurrence of
an event described in clause (a) above.

         Notwithstanding   anything  contained  herein  to  the  contrary,   the
Committee,  in its  discretion,  may determine  that,  upon the  occurrence of a
transaction  described  in the  preceding  paragraph,  each  Option  outstanding
hereunder shall terminate  within a specified number of days after notice to the
holder,  and such holder shall  receive,  with respect to each Share  subject to
such  Option,  an amount  equal to the excess of the fair  market  value of such
Shares immediately prior to the occurrence of such transaction over the exercise
price per Share of such Option;  such amount shall be payable in cash, in one or
more of the kinds of property payable in such  transaction,  or in a combination
thereof,  as the Committee in its  discretion  shall  determine.  The provisions
contained in the preceding  sentence shall be  inapplicable to an Option granted
within six (6) months before the occurrence of a transaction  described above if
the holder of such Option is subject to the  reporting  requirements  of Section
16(a) of the Exchange Act.

XII.RIGHT TO TERMINATE EMPLOYMENT

         The Plan  shall not  impose  any  obligation  on the  Company or on any
subsidiary  corporation or parent corporation thereof to continue the employment
of any holder of an Option and it shall not impose any obligation on the part of
any  holder  of an Option to  remain  in the  employ  of the  Company  or of any
subsidiary corporation or parent corporation thereof.

XIII.PURCHASE FOR INVESTMENT

         Except as hereinafter provided, the Committee may require the holder of
an Option  granted  hereunder,  as a condition  of exercise of such  Option,  to
execute and deliver to the Company a written statement,  in form satisfactory to
the Committee,  in which such holder represents and warrants that such holder is
purchasing or acquiring  the Shares  acquired  thereunder  for such holder's own
account,  for investment  only and not with a view to the resale or distribution
thereof,  and agrees that any subsequent  resale or  distribution of any of such
Shares shall be made only pursuant to either (i) a Registration  Statement on an
appropriate  form under the Securities Act of 1933, as amended (the  "Securities
Act"),  which  Registration  Statement has become  effective and is current with
regard  to the  Shares  being  sold,  or  (ii) a  specific  exemption  from  the
registration  requirements of the Securities Act, but in claiming such exemption
the holder  shall,  prior to any offer of sale or sale of such Shares,  obtain a
prior favorable written opinion of counsel,  in form and substance  satisfactory
to counsel for the Company, as to the application of such exemption thereto. The
foregoing restriction shall not apply to (x) issuances by the Company so long as
the Shares being issued are registered under the Securities Act and a prospectus
in respect  thereof is current or (y) reofferings of Shares by affiliates of the
Company (as defined in Rule 405 or any successor rule or regulation  promulgated
under the Securities Act) if the Shares being reoffered are registered under the
Securities Act and a prospectus in respect thereof is current.

         Nothing  herein shall be construed as requiring the Company to register
Shares  subject to any Option under the Securities  Act. In addition,  if at any
time the Committee  shall  determine  that the listing or  qualification  of the
Shares subject to such Option on any securities exchange or under any applicable
law,  or the  consent  or  approval  of any  governmental  regulatory  body,  is
necessary or desirable as a condition of, or in connection with, the granting of
an  Option,  or the  issuance  of  Shares  thereunder,  such  Option  may not be
exercised  in whole or in part unless such  listing,  qualification,  consent or
approval  shall  have been  effected  or  obtained  free of any  conditions  not
acceptable to the Committee.

XIV.ISSUANCE OF STOCK CERTIFICATES; LEGENDS, PAYMENT OF EXPENSES

         Upon any  exercise  of an Option  which may be  granted  hereunder  and
payment of the purchase price and applicable  taxes,  if any, in accordance with
Article XV hereof,  in respect thereof in accordance with the terms of this Plan
and the Option,  a certificate or certificates for the Shares shall be issued by
the  Company  in the name of the  person  exercising  the  Option  and  shall be
delivered to or upon the order of such person.

         The Company may endorse  such legend or legends  upon the  certificates
for  Shares  issued  pursuant  to the Plan and may issue  such  "stop  transfer"
instructions  to its transfer  agent in respect of such Shares as the Committee,
in its  discretion,  determines to be necessary or  appropriate to (a) prevent a
violation of, or to perfect an exemption from, the registration  requirements of
the  Securities  Act, (b) implement the provisions of the Plan and any agreement
between the Company and the optionee or grantee with respect to such Shares,  or
(c)  permit  the  Company  to  determine  the  occurrence  of  a   disqualifying
disposition,  as described in Section 421(b) of the Code, of Shares  transferred
upon exercise of an Incentive Option granted under the Plan.

         The Company  shall pay all issue or transfer  taxes with respect to the
issuance  or transfer of Shares,  as well as all fees and  expenses  necessarily
incurred by the Company in  connection  with such  issuance or transfer,  except
fees and  expenses  which may be  necessitated  by the filing or  amending  of a
Registration  Statement  under the Securities Act, which fees and expenses shall
be borne by the recipient of the Shares unless such  Registration  Statement has
been filed by the Company  for its own  corporate  purposes  (and the Company so
states) in which event the recipient of the Shares shall bear only such fees and
expenses as are  attributable  to the inclusion of the Shares he or she receives
in the Registration Statement.

         All  Shares  issued  as  provided   herein  shall  be  fully  paid  and
nonassessable to the extent permitted by law.

XV.WITHHOLDING TAXES

         The Company may require an employee  exercising a Non-Qualified  Option
granted  hereunder,  or disposing of Shares acquired pursuant to the exercise of
an  Incentive  Option in a  disqualifying  disposition  (within  the  meaning of
Section  421(b) of the Code),  to reimburse  the  corporation  that employs such
employee for any taxes  required by any  government  to be withheld or otherwise
deducted and paid by such  corporation in respect of the issuance or disposition
of such Shares.  In lieu  thereof,  the  corporation  that employs such employee
shall  have the right to  withhold  the amount of such taxes from any other sums
due or to become due from such  corporation  to the employee upon such terms and
conditions as the Committee shall  prescribe.  The corporation that employs such
employee  may,  in its  discretion,  hold the stock  certificate  to which  such
employee is entitled  upon the exercise of an Option as security for the payment
of such  withholding tax liability,  until cash sufficient to pay that liability
has been accumulated.  In addition, at any time that the Company becomes subject
to a withholding obligation under applicable law with respect to the exercise of
a Non-Qualified Option (the "Tax Date"),  except as set forth below, a holder of
a Non-Qualified  Option may elect to satisfy,  in whole or in part, the holder's
related personal tax liabilities (an "Election") by (a) directing the Company to
withhold from Shares issuable in the related  exercise either a specified number
of Shares or Shares having a specified  value (in each case not in excess of the
related  personal tax  liabilities),  (b)  tendering  Shares  previously  issued
pursuant to the  exercise of an Option or other shares of the  Company's  common
stock  owned by the holder for at least six (6) months  prior to such  tender or
(c) combining any or all of the  foregoing  options in any fashion.  An Election
shall be  irrevocable.  The withheld Shares and other Shares tendered in payment
shall be valued at their fair market value  (determined  in accordance  with the
principles  set forth in Article V hereof) on the Tax Date.  The  Committee  may
disapprove of any Election,  suspend or terminate the right to make Elections or
provide that the right to make Elections shall not apply to particular Shares or
exercises. The Committee may impose any additional conditions or restrictions on
the right to make an Election as it shall deem  appropriate.  In  addition,  the
Company shall be authorized  to effect any such  withholding  upon exercise of a
Non-Qualified Option by retention of shares issuable upon such exercise having a
fair market value at the date of exercise (as determined  under Article V) which
is equal to the amount to be withheld; provided, however, that the Company shall
not be authorized to effect such  withholding  without the prior written consent
of the employee if such  withholding  would  subject such  employee to liability
under Section 16(b) of the Exchange Act. The Committee may prescribe  such rules
as it determines with respect to employees subject to the reporting requirements
of  Section  16(a)  of the  Exchange  Act to  effect  such  tax  withholding  in
compliance with the Rules established by the Securities and Exchange  Commission
(the "Commission") under Section 16 of the Exchange Act and the positions of the
staff of the Commission thereunder expressed in no-action letters exempting such
tax withholding from liability under Section 16(b) of the Exchange Act.
Exhibits 5.1 and 23.1

                         UNIROYAL TECHNOLOGY CORPORATION
                                    SUITE 900
                             TWO NORTH TAMIAMI TRAIL
                             SARASOTA, FLORIDA 34236
OLIVER J. JANNEY
EXECUTIVE VICE PRESIDENT,                           Telephone:  (941) 361-2212
GENERAL COUNSEL & SECRETARY                              Fax:   (941) 361-2214

                                                                May 19, 2000

Uniroyal Technology Corporation
One Sarasota Tower
Two North Tamiami Trail, Suite 900
Sarasota, Florida 34236

Dear Sirs:

     I have acted as  counsel to  Uniroyal  Technology  Corporation,  a Delaware
corporation  (the  "Company"),  in connection with the preparation and filing by
the Company  with the  Securities  and  Exchange  Commission  of a  registration
statement of the Company on Form S-8 (the  "Registration  Statement")  under the
Securities Act of 1933, as amended,  with respect to the offering and sale of up
to 3,400,000 shares of common stock,  $0.01 par value per share ("Common
Stock"), of the Company  issuable in  connection  with the Company's  1994
Stock Option Plan (the "Plan"). Terms defined in the Registration Statement and
not otherwise defined herein are used herein with the meanings as so defined.

     In so acting, I have examined  originals or copies,  certified or otherwise
identified to my satisfaction, of the Registration Statement, the Plan, and such
corporate  records,  agreements,  documents  and  other  instruments,  and  such
certificates  or  comparable  documents of public  officials  and of officers or
representatives of the Company as I have deemed relevant or necessary as a basis
for the opinions  hereinafter set forth. I have also made such inquiries of such
officers and  representatives as I have deemed relevant or necessary for a basis
for the opinions hereinafter set forth.

     In such examination,  I have assumed the genuineness of all signatures, the
authenticity  of all documents  submitted to me as originals,  the conformity to
original  documents  submitted to me as certified or photostatic  copies and the
authenticity of such latter documents.

     Based on the foregoing,  and subject to the qualifications stated herein, I
am of the  opinion  that the  shares  of  Common  Stock  initially  issuable  in
connection with the Plan will be validly issued,  fully paid and  non-assessable
and free of preemptive rights.

     The  opinions  herein are limited to the laws of the State of Florida,  the
General  Corporation  Law of the State of Delaware  and the federal  laws of the
United  States,  and I express  no  opinion  as to the effect of the laws of any
other jurisdiction on the matters addressed in this opinion.

     I consent to the use of this opinion as an exhibit to the Registration
Statement.  I further consent to the use of this opinion as an exhibit to
applications to securities commissioners  of  various  states of the  United
States  for  registration  or qualification of the Common Stock issuable in
connection with the Plan under the securities  (or  "Blue  Sky")  laws of
such states  to the  extent  that  such registration or qualification may be
required.

     This  opinion is rendered  solely for your benefit in  connection  with the
Plan.  This  opinion may not be used or relied upon by any other  person and may
not be disclosed, quoted, filed with a governmental agency or otherwise referred
to without my prior written consent, except as noted above.

                                Very truly yours,

                                Oliver J. Janney
Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
No.33-95256 of Uniroyal Technology  Corporation on Form S-8 of our report dated
December  20,  1999  (April 12,  2000 as to Note 21)  appearing  in the Current
Report  on Form 8-K dated  April 27,  2000 of  Uniroyal  Technology
Corporation.

/S/ Deloitte & Touche LLP

Tampa, Florida
May 19, 2000