File No. 333-_____________


   As filed with the Securities and Exchange Commission on March 6, 1998.


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                      XIONICS DOCUMENT TECHNOLOGIES, INC.
          (Exact name of issuer as specified in its charter)

Delaware                                                  04-3186685
(State or other jurisdiction                              (I.R.S. Employer
or incorporation or organization)                         Indemnification No.)

70 Blanchard Road,                  Burlington, MA        01803
(Address of Principal Executive Offices)                 (Zip Code)

      Xionics Document Technologies, Inc. 1996 Director Stock Option Plan

                           (Full titles of the plans)

      Carolyn E. Ramm, Esq.               Copy to:  Michael P. O'Brien, Esq.
      Xionics Document Technologies, Inc.           Bingham Dana LLP
      70 Blanchard Road                             150 Federal Street
      Burlington, MA 01803                          Boston, MA  02110

                    (Name and address of agent for service)

      (781) 229-7000                                (617) 951-8000
         (Telephone number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE

                                Proposed      Proposed
Title of                        maximum       maximum
securities         Amount       offering      aggregate     Amount of
to be              to be        price         offering      registration
registered         registered   per share*    price*        fee

Common Stock,      350,000      $3.5156*    $1,230,460*    $396.92
$0.01 par value
per share

* This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the plans or at what price such shares will be purchased. The
above calculation is based on the offering of 350,000 shares at a purchase
price of $3.5156 per share, which purchase price is the average of the high
($3.5313) and low ($3.50) prices of the Registrant's Common Stock as
reported on the Nasdaq National Market on March 4, 1998.


<PAGE>



                                    PART II

                       INFORMATION REQUIRED IN PROSPECTUS

Item 3.    Incorporation of Documents by Reference

     The following documents filed by Xionics Document Technologies, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are
hereby incorporated by reference in this Registration Statement: (1) the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
1997, as filed with the SEC on September 29, 1997, pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(2) all other reports previously filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act, since the date of the Annual Report on Form
10-K; and (3) the description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed with the SEC on September 11, 1996,
under Section 12(g) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.    Description of Securities

     A description of the Registrant's Common Stock to be offered is not
provided in this registration statement because such class of the Registrant's
securities is registered under Section 12 of the Exchange Act.

Item 5.    Interests of Named Experts or Counsel

     Neither the Registrant's independent public accountants, Arthur Anderson
LLP, nor the Registrant's counsel, Bingham Dana LLP, nor any individual
employed by or associated with such firm or individual in a professional
capacity, was employed by the Registrant in connection with matters described
in this registration statement on a contingent basis or has, or is to
receive in connection with this offering, a substantial interest, direct or
indirect, in the Registrant or was connected with the Registrant as a
promoter, managing underwriter (or any principal underwriter, if there are
no managing underwriters), voting trustee, director, officer or employee.



<PAGE>


Item 6.    Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons
to the extent and under the circumstances set forth therein.

     The Amended and Restated Certificate of Incorporation of the Registrant
and the Amended and Restated By-laws of the Registrant provide for
indemnification of officers and directors of the Registrant and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.

     The Registrant intends to maintain insurance for the benefit of its
directors and officers insuring such persons against certain liabilities,
including liabilities under the securities laws.


Item 7.    Exemption from Registration Claimed

      Not applicable.


Item 8.    Exhibits

     The following exhibits are part of this Registration Statement:

     4.1  Amended and Restated Certificate of Incorporation of the Registrant.
          (Incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment
           No. 1 to the Registrant's Registration Statement on Form S-1
          (Registration No. 333-4613), filed on June 7, 1996.)

     4.2  Amended and Restated By-Laws of the Registrant. (Incorporated by
          reference to Exhibit 3.2 to Pre-Effective Amendment No. 1 to the 
          Registrant's Registration Statement on Form S-1 (Registration
          No. 333-4613), filed on June 7, 1996.)

     4.3  Xionics Document Technologies, Inc. 1996 Director Stock Option Plan.
          (Incorporated by reference to Exhibit 10.4 to Pre-Effective Amendment
          No. 3 to the Registrant's Registration Statement on Form S-1
          (Registration No. 333-4613), filed on July 16, 1996.)

     5    Opinion and Consent of Bingham Dana LLP as to the legality of the
          securities being registered.

     23.1 Consent of Bingham Dana LLP (included in Exhibit 5).

<PAGE>

     23.2 Consent of Arthur Andersen LLP.

      24  Power of Attorney  (included on the signature  pages of the 
          Registration Statement).


Item 9.    Undertakings

      The undersigned Registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being made,
           a post-effective amendment to this Registration Statement to include
           any material information with respect to the plan of distribution
           not previously disclosed in this Registration Statement or any
           material change to such information in this Registration Statement;

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

      (3)  To remove from registration by means of a post-effective amendment
           any of the securities being registered that remain unsold at the
           termination of the offering;

      (4)  That, for purposes of determining any liability under the Securities
           Act of 1933, each filing of the Registrant's annual report pursuant
           to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
           that is incorporated by reference in this Registration Statement
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof; and

      (5)  Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in
           the opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the
           Securities Act of 1933 and is, therefore, unenforceable. In the
           event that a claim for indemnification against such liabilities
           (other than the payment by the Registrant of expenses incurred or
           paid by a director, officer or controlling person of the Registrant
           in the successful defense of any action, suit or proceeding) is
           asserted by such director, officer or controlling person in
           connection with the securities being registered, the Registrant

<PAGE>

           will, unless in the opinion of its counsel the matter has been
           settled by controlling precedent, submit to a court of appropriate
           jurisdiction the question whether such indemnification by it is
           against public policy as expressed in the Securities Act of 1933 and
           will be governed by the final adjudication of such issue.

             [Remainder of page intentionally left blank]


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Burlington, Commonwealth of Massachusetts, on
this 6th day of March 1998.


                                    XIONICS DOCUMENT TECHNOLOGIES, INC.


                                    By: /s/ Gerard T. Feeney
                                    Gerard T. Feeney
                                    Vice President-Finance, Chief Financial
                                       Officer and Treasurer



                        POWER OF ATTORNEY AND SIGNATURES

     Each person whose signature appears below hereby appoints Gerard T.
Feeney, acting alone and without the other, his true and lawful
attorney-in-fact with the authority to execute in the name of each such person,
and to file with the Securities and Exchange Commission, together with any
exhibits thereto and other documents therewith, any and all amendments
(including without limitation post-effective amendments) to this Registration
Statement on Form S-8 necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof,
which amendments may make such other changes in the Registration Statement as
the aforesaid attorney-in-fact executing the same deems appropriate.



<PAGE>


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


Signature                   Title                         Date


/s/ Paul R. Low
____________________        Chairman of the Board          March 6, 1998
Paul R. Low


/s/ Peter J. Simone
____________________        President,                     March 6, 1998
Peter J. Simone             Chief Executive Officer,
                            and Director (Principal
                            Executive Officer)


/s/ Richard A. D'Amore
____________________        Director                       March 6, 1998
Richard A. D'Amore


/s/ Ronald D. Fisher
____________________        Director                       March 6, 1998
Ronald D. Fisher


/s/ David R. Skok
_____________________       Director                       March 6, 1998
David R. Skok


/s/ Thomas A. St. Germain
_____________________       Director                       March 6, 1998
Thomas A. St. Germain


/s/ Gerard T. Feeney
_____________________       Vice President-Finance,        March 6, 1998
Gerard T. Feeney            Chief Financial Officer,
                            Treasurer (principal financial
                            and accounting officer)


<PAGE>


                                 EXHIBIT INDEX

  Exhibit No.           Description of Documents

      4.1       Amended and Restated Certificate  of             ---
                Incorporation  of the Registrant.
                (Incorporated  by  reference  to Exhibit
                3.1 to Pre-Effective  Amendment No. 1 to
                the Registrant's  Registration Statement
                on Form S-1  (Registration No.
                333-4613), filed on June 7, 1996.)

      4.2       Amended and Restated  By-Laws  of  the           ---
                Registrant.  (Incorporated  by reference
                to Exhibit 3.2 to  Pre-Effective
                Amendment No. 1 to the Registrant's
                Registration Statement on Form S-1
                (Registration  No. 333-4613), filed on
                June 7, 1996.)

      4.3       Xionics Document Technologies, Inc.              ---
                1996 Director Stock Option  Plan.
                (Incorporated  by  reference  to Exhibit
                10.4 to  Pre-Effective  Amendment  No. 3
                to the Registrant's  Registration
                Statement on Form S-1 (Registration No.
                333-4613), filed on July 16, 1996.)

       5        Opinion and Consent of Bingham Dana LLP
                as to the legality of the securities
                being registered.

     23.1       Consent of Bingham Dana LLP (included            ---
                in Exhibit 5).

     23.2       Consent of Arthur Andersen LLP.
 
      24        Power of Attorney (included on the               ---
                signature pages of the Registration
                Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14893}]
{"company-data": {"conformed-name": "XIONICS DOCUMENT TECHNOLOGIES INC", "cik": "0001014586", "assigned-sic": "5000", "irs-number": "043186685", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47437", "film-number": "98558999"}, "business-address": {"street1": "70 BLANCHARD ROAD", "city": "BURLINGTON", "state": "MA", "zip": "01803", "phone": "6172297000"}, "mail-address": {"street1": "70 BLANCHARD ROAD", "city": "BURLINGTON", "state": "MA", "zip": "01803"}}
File No. 333-_____________

   As filed with the Securities and Exchange Commission on March 6, 1998.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                      XIONICS DOCUMENT TECHNOLOGIES, INC.
          (Exact name of issuer as specified in its charter)

Delaware                                                  04-3186685
(State or other jurisdiction                              (I.R.S. Employer
or incorporation or organization)                         Indemnification No.)

70 Blanchard Road,                  Burlington, MA        01803
(Address of Principal Executive Offices)                 (Zip Code)

      Xionics Document Technologies, Inc. 1996 Director Stock Option Plan

                           (Full titles of the plans)

      Carolyn E. Ramm, Esq.               Copy to:  Michael P. O'Brien, Esq.
      Xionics Document Technologies, Inc.           Bingham Dana LLP
      70 Blanchard Road                             150 Federal Street
      Burlington, MA 01803                          Boston, MA  02110

                    (Name and address of agent for service)

      (781) 229-7000                                (617) 951-8000
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

                                Proposed      Proposed
Title of                        maximum       maximum
securities         Amount       offering      aggregate     Amount of
to be              to be        price         offering      registration
registered         registered   per share*    price*        fee

Common Stock,      350,000      $3.5156*    $1,230,460*    $396.92
$0.01 par value
per share

* This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the plans or at what price such shares will be purchased. The
above calculation is based on the offering of 350,000 shares at a purchase
price of $3.5156 per share, which purchase price is the average of the high
($3.5313) and low ($3.50) prices of the Registrant's Common Stock as
reported on the Nasdaq National Market on March 4, 1998.
PART II

                       INFORMATION REQUIRED IN PROSPECTUS

Item 3.    Incorporation of Documents by Reference

     The following documents filed by Xionics Document Technologies, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are
hereby incorporated by reference in this Registration Statement: (1) the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
1997, as filed with the SEC on September 29, 1997, pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(2) all other reports previously filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act, since the date of the Annual Report on Form
10-K; and (3) the description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed with the SEC on September 11, 1996,
under Section 12(g) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.    Description of Securities

     A description of the Registrant's Common Stock to be offered is not
provided in this registration statement because such class of the Registrant's
securities is registered under Section 12 of the Exchange Act.

Item 5.    Interests of Named Experts or Counsel

     Neither the Registrant's independent public accountants, Arthur Anderson
LLP, nor the Registrant's counsel, Bingham Dana LLP, nor any individual
employed by or associated with such firm or individual in a professional
capacity, was employed by the Registrant in connection with matters described
in this registration statement on a contingent basis or has, or is to
receive in connection with this offering, a substantial interest, direct or
indirect, in the Registrant or was connected with the Registrant as a
promoter, managing underwriter (or any principal underwriter, if there are
no managing underwriters), voting trustee, director, officer or employee.
Item 6.    Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons
to the extent and under the circumstances set forth therein.

     The Amended and Restated Certificate of Incorporation of the Registrant
and the Amended and Restated By-laws of the Registrant provide for
indemnification of officers and directors of the Registrant and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.

     The Registrant intends to maintain insurance for the benefit of its
directors and officers insuring such persons against certain liabilities,
including liabilities under the securities laws.

Item 7.    Exemption from Registration Claimed

      Not applicable.

Item 8.    Exhibits

     The following exhibits are part of this Registration Statement:

     4.1  Amended and Restated Certificate of Incorporation of the Registrant.
          (Incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment
           No. 1 to the Registrant's Registration Statement on Form S-1
          (Registration No. 333-4613), filed on June 7, 1996.)

     4.2  Amended and Restated By-Laws of the Registrant. (Incorporated by
          reference to Exhibit 3.2 to Pre-Effective Amendment No. 1 to the 
          Registrant's Registration Statement on Form S-1 (Registration
          No. 333-4613), filed on June 7, 1996.)

     4.3  Xionics Document Technologies, Inc. 1996 Director Stock Option Plan.
          (Incorporated by reference to Exhibit 10.4 to Pre-Effective Amendment
          No. 3 to the Registrant's Registration Statement on Form S-1
          (Registration No. 333-4613), filed on July 16, 1996.)

     5    Opinion and Consent of Bingham Dana LLP as to the legality of the
          securities being registered.

     23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.

      24  Power of Attorney  (included on the signature  pages of the 
          Registration Statement).

Item 9.    Undertakings

      The undersigned Registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being made,
           a post-effective amendment to this Registration Statement to include
           any material information with respect to the plan of distribution
           not previously disclosed in this Registration Statement or any
           material change to such information in this Registration Statement;

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

      (3)  To remove from registration by means of a post-effective amendment
           any of the securities being registered that remain unsold at the
           termination of the offering;

      (4)  That, for purposes of determining any liability under the Securities
           Act of 1933, each filing of the Registrant's annual report pursuant
           to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
           that is incorporated by reference in this Registration Statement
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof; and

      (5)  Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in
           the opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the
           Securities Act of 1933 and is, therefore, unenforceable. In the
           event that a claim for indemnification against such liabilities
           (other than the payment by the Registrant of expenses incurred or
           paid by a director, officer or controlling person of the Registrant
           in the successful defense of any action, suit or proceeding) is
           asserted by such director, officer or controlling person in
           connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
           settled by controlling precedent, submit to a court of appropriate
           jurisdiction the question whether such indemnification by it is
           against public policy as expressed in the Securities Act of 1933 and
           will be governed by the final adjudication of such issue.

             [Remainder of page intentionally left blank]
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Burlington, Commonwealth of Massachusetts, on
this 6th day of March 1998.

                                    XIONICS DOCUMENT TECHNOLOGIES, INC.

                                    By: /s/ Gerard T. Feeney
                                    Gerard T. Feeney
                                    Vice President-Finance, Chief Financial
                                       Officer and Treasurer

                        POWER OF ATTORNEY AND SIGNATURES

     Each person whose signature appears below hereby appoints Gerard T.
Feeney, acting alone and without the other, his true and lawful
attorney-in-fact with the authority to execute in the name of each such person,
and to file with the Securities and Exchange Commission, together with any
exhibits thereto and other documents therewith, any and all amendments
(including without limitation post-effective amendments) to this Registration
Statement on Form S-8 necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof,
which amendments may make such other changes in the Registration Statement as
the aforesaid attorney-in-fact executing the same deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                   Title                         Date

/s/ Paul R. Low
____________________        Chairman of the Board          March 6, 1998
Paul R. Low

/s/ Peter J. Simone
____________________        President,                     March 6, 1998
Peter J. Simone             Chief Executive Officer,
                            and Director (Principal
                            Executive Officer)

/s/ Richard A. D'Amore
____________________        Director                       March 6, 1998
Richard A. D'Amore

/s/ Ronald D. Fisher
____________________        Director                       March 6, 1998
Ronald D. Fisher

/s/ David R. Skok
_____________________       Director                       March 6, 1998
David R. Skok

/s/ Thomas A. St. Germain
_____________________       Director                       March 6, 1998
Thomas A. St. Germain

/s/ Gerard T. Feeney
_____________________       Vice President-Finance,        March 6, 1998
Gerard T. Feeney            Chief Financial Officer,
                            Treasurer (principal financial
                            and accounting officer)
EXHIBIT INDEX

  Exhibit No.           Description of Documents

      4.1       Amended and Restated Certificate  of             ---
                Incorporation  of the Registrant.
                (Incorporated  by  reference  to Exhibit
                3.1 to Pre-Effective  Amendment No. 1 to
                the Registrant's  Registration Statement
                on Form S-1  (Registration No.
                333-4613), filed on June 7, 1996.)

      4.2       Amended and Restated  By-Laws  of  the           ---
                Registrant.  (Incorporated  by reference
                to Exhibit 3.2 to  Pre-Effective
                Amendment No. 1 to the Registrant's
                Registration Statement on Form S-1
                (Registration  No. 333-4613), filed on
                June 7, 1996.)

      4.3       Xionics Document Technologies, Inc.              ---
                1996 Director Stock Option  Plan.
                (Incorporated  by  reference  to Exhibit
                10.4 to  Pre-Effective  Amendment  No. 3
                to the Registrant's  Registration
                Statement on Form S-1 (Registration No.
                333-4613), filed on July 16, 1996.)

       5        Opinion and Consent of Bingham Dana LLP
                as to the legality of the securities
                being registered.

     23.1       Consent of Bingham Dana LLP (included            ---
                in Exhibit 5).

     23.2       Consent of Arthur Andersen LLP.
 
      24        Power of Attorney (included on the               ---
                signature pages of the Registration
                Statement).