<PAGE>
<PAGE>





      As filed with the Securities and Exchange Commission on July 9, 1996      
                                                      Registration No. 33-      

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                   SEMICONDUCTOR PACKAGING MATERIALS CO., INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                   13-3584740
- -----------------------------------     ----------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
  incorportion or organization)

                 431 Fayette Avenue, Mamaroneck, New York 10543
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)

                 AMENDED EMPLOYEES' INCENTIVE STOCK OPTION PLAN
- --------------------------------------------------------------------------------
                              (Full Title of Plan)

                                Andrew A. Lozniak
              Executive Vice President and Chief Financial Officer
                   Semiconductor Packaging Materials Co., Inc.
                               431 Fayette Avenue
                           Mamaroneck, New York 10543
                                 (914) 698-5353
- --------------------------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code of agent for service).

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

                          Alan M. Rashes Esq.
                          Salon, Marrow & Dyckman, LLP
                          685 Third Avenue
                          New York, New York 10017
                          (212) 661-7100



<PAGE>
<PAGE>




                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Title of                           Proposed       Proposed
Each Class                         Maximum        Maximum
of Securities       Amount         Offering       Aggregate   Amount of
to be               to be          Price          Offering    Registration
Registered          Registered     per share      Price       Fee
- --------------------------------------------------------------------------------

<S>                 <C>             <C>           <C>         <C>
Stock Options       200,000(1)        -             -           (2)

Common Stock        200,000(3)(4)   $11.00(5)     $2,200,000    $759
Par Value $.10
per share
</TABLE>



- ----------
    (1) Represents  options to be granted  pursuant  to the  Amended  Employees'
Incentive Stock Option Plan (the "Incentive Plan") of the Registrant. Options to
purchase  250,000 shares of Common Stock granted  pursuant to the Incentive Plan
were previously registered pursuant to the Registrant's  Registration  Statement
on Form S-8 (File No.  33-84752)  filed with the  Commission on October 6, 1994.
Options  to  purchase  an  additional  150,000  shares of Common  Stock  granted
pursuant  to the  Incentive  Plan were  previously  registered  pursuant  to the
Registrant's Registration Statement on Form S-8 (File No. 33 - 95762) filed with
the Commission on August 14, 1995.

    (2) No registration fee is required pursuant to Rule 457(h)(2).

    (3) Shares issuable upon exercise of stock options available for grant under
the Incentive Plan.

    (4) Includes  an indeterminable  number of shares of common  stock which may
become issuable pursuant to the anti-dilution provisions of the Incentive Plan.

    (5) Calculated solely for the purpose of determining  the  registration  fee
pursuant to Rule  457(c)  based upon the average of the high and low sale prices
of the Common  Stock as  reported  by the  National  Association  of  Securities
Dealers Automated Quotation System on July 5, 1996.



<PAGE>
<PAGE>



Introduction
- ------------

        On April 30, 1996, the stockholders of the Registrant approved a 200,000
share  increase  in the  number of shares of  Common  Stock  reserved  under the
Amended  Employees'  Incentive  Stock Option Plan (the  "Incentive  Plan").  The
instant Registration Statement registers the additional 200,000 shares which are
reserved for issuance under the Incentive Plan.

Incorporation by Reference
- --------------------------

        On  October  6,  1994,  a Form S-8  Registration  Statement,  (33-84752)
registering 250,000 shares of Common Stock,  reserved for issuance upon exercise
of options  pursuant to the Incentive  Plan,  was filed with the  Securities and
Exchange Commission (the "Commission") and became effective. On August 14, 1995,
a Form S-8 Registration Statement (33-95762),  registering an additional 150,000
shares of Common Stock  reserved for issuance upon exercise of options  pursuant
to the Incentive Plan, was filed with the Commission and became  effective.  The
contents of  Registration  Statements  Nos.  33-84752  and  33-95762  are hereby
incorporated by reference.



<PAGE>
<PAGE>




                                   SIGNATURES

        The  Registrant,  pursuant to the  requirements of the Securities Act of
1933,  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 Mamaroneck, State of New York, on the 5th day of July, 1996.

                                                    SEMICONDUCTOR PACKAGING
                                                    MATERIALS CO., INC.

                                                    By:/s/ Gilbert D. Raker
                                                    ----------------------------
                                                    Gilbert D. Raker,
                                                    Chairman of the Board and
                                                    President

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below does hereby make,
constitute and appoint Gilbert D. Raker his true and lawful attorney or attorney
and agent with full power and authority on his behalf to execute and file with
the Securities and Exchange Commission any amendment or amendments, including
post-effective amendments, to this Registration Statement, and he does hereby
ratify and confirm all that his said attorney and agent may do or cause to be
done by virtue hereof.



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

<S>                         <C>                          <C>
/s/ Gilbert D. Raker        Chairman of the Board,       July 5, 1996
- ------------------------    and President
Gilbert D. Raker            (Principal Executive
                            Officer)

/s/ Frank J. Polese         Vice Chairman and            July 5, 1996
- ------------------------    Director
Frank J. Polese
</TABLE>



<PAGE>
<PAGE>



<TABLE>

<S>                         <C>                          <C>
/s/ Andrew A. Lozyniak      Executive Vice President,    July 5, 1996
- ------------------------    Treasurer and Secretary
Andrew A. Lozyniak          (Principal Financial and
                            Accounting Officer)

/s/ John U. Moorehead, II   Director                     July 5, 1996
- -------------------------
John U. Moorhead, II


/s/ Steven B. Sands         Director                     July 5, 1996
- -------------------------
Steven B. Sands

/s/ Richard D. Fain         Director                     June 5, 1996
- -------------------------
Richard D. Fain

/s/ Peter J. Hurley         Director                     July 5, 1996
- -------------------------
Peter J. Hurley

/s/ Mark Pinto              Director                     July 5, 1996
- -------------------------
Mark Pinto
</TABLE>

<PAGE>
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{"company-data": {"conformed-name": "SEMICONDUCTOR PACKAGING MATERIALS CO INC", "cik": "0000880858", "assigned-sic": "3460", "irs-number": "133584740", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07797", "film-number": "96592310"}, "business-address": {"street1": "431 FAYETTE AVENUE", "city": "MAMARONECK", "state": "NY", "zip": "10543", "phone": "9146985353"}, "mail-address": {"street1": "431 FAYETTE AVE", "city": "MAMARONECK", "state": "NY", "zip": "10543"}}
As filed with the Securities and Exchange Commission on July 9, 1996      
                                                      Registration No. 33-      

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                   SEMICONDUCTOR PACKAGING MATERIALS CO., INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                   13-3584740
- -----------------------------------     ----------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
  incorportion or organization)

                 431 Fayette Avenue, Mamaroneck, New York 10543
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)

                 AMENDED EMPLOYEES' INCENTIVE STOCK OPTION PLAN
- --------------------------------------------------------------------------------
                              (Full Title of Plan)

                                Andrew A. Lozniak
              Executive Vice President and Chief Financial Officer
                   Semiconductor Packaging Materials Co., Inc.
                               431 Fayette Avenue
                           Mamaroneck, New York 10543
                                 (914) 698-5353
- --------------------------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code of agent for service).

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

                          Alan M. Rashes Esq.
                          Salon, Marrow & Dyckman, LLP
                          685 Third Avenue
                          New York, New York 10017
                          (212) 661-7100
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of                           Proposed       Proposed
Each Class                         Maximum        Maximum
of Securities       Amount         Offering       Aggregate   Amount of
to be               to be          Price          Offering    Registration
Registered          Registered     per share      Price       Fee
- --------------------------------------------------------------------------------
Stock Options       200,000(1)        -             -           (2)

Common Stock        200,000(3)(4)   $11.00(5)     $2,200,000    $759
Par Value $.10
per share
- ----------
    (1) Represents  options to be granted  pursuant  to the  Amended  Employees'
Incentive Stock Option Plan (the "Incentive Plan") of the Registrant. Options to
purchase  250,000 shares of Common Stock granted  pursuant to the Incentive Plan
were previously registered pursuant to the Registrant's  Registration  Statement
on Form S-8 (File No.  33-84752)  filed with the  Commission on October 6, 1994.
Options  to  purchase  an  additional  150,000  shares of Common  Stock  granted
pursuant  to the  Incentive  Plan were  previously  registered  pursuant  to the
Registrant's Registration Statement on Form S-8 (File No. 33 - 95762) filed with
the Commission on August 14, 1995.

    (2) No registration fee is required pursuant to Rule 457(h)(2).

    (3) Shares issuable upon exercise of stock options available for grant under
the Incentive Plan.

    (4) Includes  an indeterminable  number of shares of common  stock which may
become issuable pursuant to the anti-dilution provisions of the Incentive Plan.

    (5) Calculated solely for the purpose of determining  the  registration  fee
pursuant to Rule  457(c)  based upon the average of the high and low sale prices
of the Common  Stock as  reported  by the  National  Association  of  Securities
Dealers Automated Quotation System on July 5, 1996.
Introduction
- ------------

        On April 30, 1996, the stockholders of the Registrant approved a 200,000
share  increase  in the  number of shares of  Common  Stock  reserved  under the
Amended  Employees'  Incentive  Stock Option Plan (the  "Incentive  Plan").  The
instant Registration Statement registers the additional 200,000 shares which are
reserved for issuance under the Incentive Plan.

Incorporation by Reference
- --------------------------

        On  October  6,  1994,  a Form S-8  Registration  Statement,  (33-84752)
registering 250,000 shares of Common Stock,  reserved for issuance upon exercise
of options  pursuant to the Incentive  Plan,  was filed with the  Securities and
Exchange Commission (the "Commission") and became effective. On August 14, 1995,
a Form S-8 Registration Statement (33-95762),  registering an additional 150,000
shares of Common Stock  reserved for issuance upon exercise of options  pursuant
to the Incentive Plan, was filed with the Commission and became  effective.  The
contents of  Registration  Statements  Nos.  33-84752  and  33-95762  are hereby
incorporated by reference.
SIGNATURES

        The  Registrant,  pursuant to the  requirements of the Securities Act of
1933,  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 Mamaroneck, State of New York, on the 5th day of July, 1996.

                                                    SEMICONDUCTOR PACKAGING
                                                    MATERIALS CO., INC.

                                                    By:/s/ Gilbert D. Raker
                                                    ----------------------------
                                                    Gilbert D. Raker,
                                                    Chairman of the Board and
                                                    President

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below does hereby make,
constitute and appoint Gilbert D. Raker his true and lawful attorney or attorney
and agent with full power and authority on his behalf to execute and file with
the Securities and Exchange Commission any amendment or amendments, including
post-effective amendments, to this Registration Statement, and he does hereby
ratify and confirm all that his said attorney and agent may do or cause to be
done by virtue hereof.
Signature                          Title                      Date
- ---------                          -----                      ----
/s/ Gilbert D. Raker        Chairman of the Board,       July 5, 1996
- ------------------------    and President
Gilbert D. Raker            (Principal Executive
                            Officer)

/s/ Frank J. Polese         Vice Chairman and            July 5, 1996
- ------------------------    Director
Frank J. Polese
/s/ Andrew A. Lozyniak      Executive Vice President,    July 5, 1996
- ------------------------    Treasurer and Secretary
Andrew A. Lozyniak          (Principal Financial and
                            Accounting Officer)

/s/ John U. Moorehead, II   Director                     July 5, 1996
- -------------------------
John U. Moorhead, II

/s/ Steven B. Sands         Director                     July 5, 1996
- -------------------------
Steven B. Sands

/s/ Richard D. Fain         Director                     June 5, 1996
- -------------------------
Richard D. Fain

/s/ Peter J. Hurley         Director                     July 5, 1996
- -------------------------
Peter J. Hurley

/s/ Mark Pinto              Director                     July 5, 1996
- -------------------------
Mark Pinto