<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1997

                                                        REGISTRATION NO. 333-___

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                             THE DEXTER CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

       CONNECTICUT                                    06-0321410
(STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                     ONE ELM STREET, WINDSOR LOCKS, CT 06096
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (ZIP CODE)

                           --------------------------
                              THE DEXTER MERIT PLAN
                            (FULL TITLE OF THE PLAN)

                                 BRUCE H. BEATT
                             THE DEXTER CORPORATION
                     ONE ELM STREET, WINDSOR LOCKS, CT 06096
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
   TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (860) 292-7675

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                         PROPOSED
                                                         MAXIMUM         PROPOSED                 AMOUNT
                                                         OFFERING        MAXIMUM                  OF
TITLE OF SECURITIES                   AMOUNT TO BE       PRICE PER       AGGREGATE                REGISTRATION
TO BE REGISTERED                      REGISTERED         SHARE(1)        OFFERING PRICE(1)        FEE
----------------                      ----------         --------        -----------------        ---
<S>                                   <C>                 <C>            <C>                      <C>
Plan Interests in The Dexter
Merit Plan                            indeterminate       $42.25(2)      indeterminate            $---(3)
Common Stock, having a par
value of $1.00 per share              300,000 shares      $42.25(2)      $12,675,000              $3,739.13
</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee.

(2)   Determined pursuant to Rule 457(h) based on the average of the high and
      low prices of the Registrant's Common Stock on the New York Stock Exchange
      consolidated tape on December 15, 1997.

(3)   Pursuant to Rule 457(h)(2), no separate fee is required for registration
      of plan interests.
<PAGE>   2
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents heretofore filed by The Dexter Corporation with
the Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

            (a) Annual Report on Form 10-K for the year ended December 31, 1996;

            (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
      1997;

            (c) Quarterly Report on Form 10-Q for the quarter ended June 30,
      1997;

            (d) Quarterly Report on Form 10-Q for the quarter ended September
      30, 1997; and

            (e) The description of common stock of The Dexter Corporation
      contained in its Registration Statement on Form 10 filed on January 12,
      1968 and all amendments and reports thereafter filed for the purpose of
      updating such description.

      In addition, all documents filed by The Dexter Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934
subsequent to the date of the filing of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      The financial statements incorporated herein by reference to The Dexter
Corporation Annual Report on Form 10-K for the year ended December 31, 1996 have
been so incorporated in reliance upon the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of said firm as experts in
auditing and accounting. With respect to the unaudited interim financial
information for the periods ended March 31, 1997, June 30, 1997 and September
30, 1997, incorporated by reference in this Registration Statement, the
independent accountants have reported that they have applied limited procedures
in accordance with professional standards for a review of such information.
However, their separate reports included in the Registrant's quarterly reports
on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September
30, 1997 and incorporated by reference herein, state that they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
The accountants are not subject to the liability provisions of Section 11 of the
Securities Act of 1933 for their report on the unaudited interim financial
information because
<PAGE>   3
those reports are not a "report" or a "part" of the registration statement
prepared or certified by the accountants within the meaning of Sections 7 and 11
of the Securities Act of 1933.

      The financial statements similarly incorporated herein by reference to all
documents subsequently filed by The Dexter Corporation pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, are or
will be so incorporated in reliance upon the reports of Coopers & Lybrand
L.L.P., or other independent accountants, relating to such financial statements
and upon the authority of such independent accountants as experts in auditing
and accounting in giving such reports to the extent that such firms have audited
such financial statements and consented to the use of their reports thereon.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Dexter Corporation has no provision for indemnification of directors
or officers in its Restated Certificate of Incorporation. Article III, Section 6
of the By-Laws of The Dexter Corporation provides that it shall indemnify to the
full extent permitted and in the manner prescribed by law any director or
officer made a party to any action, suit or proceeding by reason of the fact
that such person is or was a director, officer or employee of The Dexter
Corporation, or served at its request as director, officer or employee of
another corporation, against expenses, judgments, fines, penalties and amounts
paid in settlement. The Connecticut Business Corporation Act provides for the
indemnification of directors and officers under certain conditions. In addition,
The Dexter Corporation maintains insurance that indemnifies directors and
officers against certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         See Index to Exhibits.

ITEM 9.  UNDERTAKINGS

      (a)  The undersigned Registrant hereby undertakes:

            (1) to file, during any period in which offers or sales are being
      made of the securities registered hereby, a post-effective amendment to
      this Registration Statement:

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

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

                  (iii) to include any material information with respect to the
      plan of distribution not previously disclosed in the Registration
      Statement or any material change to such information in the Registration
      Statement; provided, however, that the undertakings set forth in
      paragraphs (i) and (ii) above do not apply if the information required to
      be included in a post-effective amendment by those paragraphs is contained
      in periodic reports filed by the Registrant pursuant to section 13 or
      section 15(d) of the Securities Exchange Act of 1934 that are incorporated
      by reference in the Registration Statement;
<PAGE>   4
            (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; and

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

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 against the Registrant 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.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Windsor Locks, Connecticut, on the 19th day of
December, 1997.
                               THE DEXTER CORPORATION


                                 By:/s/Bruce H. Beatt
                                    -------------------------------
                                    Bruce H. Beatt
                                    Vice President, General Counsel
                                    and Secretary

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.

<TABLE>
<CAPTION>
     SIGNATURE                             TITLE                 DATE
     ---------                             -----                 ----
<S>                              <C>                          <C>
    K. Grahame Walker*            Chairman, President,        December 19, 1997
-------------------------         Chief Executive Officer
   K. Grahame Walker              and Director (principal
                                  executive officer)
</TABLE>
<PAGE>   5


<TABLE>
<S>                              <C>                          <C>
    Kathleen Burdett*            Vice President and           December 19, 1997
-------------------------        Chief Financial Officer
    Kathleen Burdett             (principal financial
                                 officer and principal
                                 accounting officer)



-------------------------        Director                     December 19, 1997
    Charles H. Curl


 Henrietta Holsman Fore*         Director                     December 19, 1997
-------------------------
 Henrietta Holsman Fore


    Bernard M. Fox*              Director                     December 19,1997
-------------------------
    Bernard M. Fox


    Robert M. Furek*             Director                     December 19, 1997
-------------------------
    Robert M. Furek


    Martha Clark Goss*           Director                     December 19, 1997
-------------------------
    Martha Clark Goss


    Edgar G. Hotard*             Director                     December 19, 1997
-------------------------
    Edgar G. Hotard


-------------------------        Director                     December 19, 1997
    Peter G. Kelly


-------------------------        Director                     December 19, 1997
    Jean-Francois Saglio


-------------------------        Director                     December 19, 1997
     Glen L. Urban


-------------------------        Director                     December 19, 1997
     George M. Whitesides
</TABLE>

*The undersigned by signing his name hereto does sign and execute this
Registration Statement pursuant to the Power of Attorney on behalf of the
above-named officers and directors and filed contemporaneously herewith with the
Securities and Exchange Commission.


                              By: /s/ Bruce H. Beatt
                                  -------------------------------
                                     Bruce H. Beatt
                                     Attorney-in-Fact


      Pursuant to the requirements of the Securities Act of 1933, the
undersigned, duly authorized administrator of The Dexter Merit Plan, has duly
<PAGE>   6
caused this Registration Statement to be signed on behalf of said Plan, in the
Town of Fremont, California, as of December 19, 1997.


                              The Dexter Merit Plan




                              By: /s/ Henry Lipschitz
                                  -----------------------------------------
                                      Henry Lipschitz
                                      Administrator
<PAGE>   7
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 EXHIBIT NO.
 -----------
<S>               <C>
   4.1            The Dexter Merit Plan

   4.2(a)         Restated Certificate of Incorporation of The Dexter
                  Corporation, filed as Exhibit 3A-2 with the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended June 30,
                  1990 and incorporated herein by reference

   4.2(b)         Bylaws of The Dexter Corporation, as amended April 25, 1991,
                  filed as Exhibit 3B with the Registrant's report on Form 10-Q
                  for the quarter ended March 31, 1991 and incorporated herein
                  by reference

   8              Opinion re tax matters--not required.  Registrant will
                  submit The Dexter Merit Plan to the Internal Revenue
                  Service ("IRS") in a timely manner and will make all
                  changes required by the IRS in order to qualify the Plan

   15             Letter of awareness of Independent Accountants regarding
                  unaudited interim financial information

   23             Consent of Independent Accountants

   24             Power of attorney authorizing representatives to sign this
                  Registration Statement and any and all amendments (including
                  post-effective amendments) to this Registration Statement on
                  behalf of The Dexter Corporation and certain directors and
                  officers thereof
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17947}]
{"company-data": {"conformed-name": "DEXTER CORP", "cik": "0000028582", "assigned-sic": "2851", "irs-number": "060321410", "state-of-incorporation": "CT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42663", "film-number": "97740952"}, "business-address": {"street1": "ONE ELM ST", "city": "WINDSOR LOCKS", "state": "CT", "zip": "06096", "phone": "2036279051"}, "mail-address": {"street1": "ONE ELM ST", "city": "WINDSOR LOCKS", "state": "CT", "zip": "06096"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1997

                                                        REGISTRATION NO. 333-___

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                             THE DEXTER CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

       CONNECTICUT                                    06-0321410
(STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                     ONE ELM STREET, WINDSOR LOCKS, CT 06096
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (ZIP CODE)

                           --------------------------
                              THE DEXTER MERIT PLAN
                            (FULL TITLE OF THE PLAN)

                                 BRUCE H. BEATT
                             THE DEXTER CORPORATION
                     ONE ELM STREET, WINDSOR LOCKS, CT 06096
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
   TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (860) 292-7675

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

                         CALCULATION OF REGISTRATION FEE
PROPOSED
                                                         MAXIMUM         PROPOSED                 AMOUNT
                                                         OFFERING        MAXIMUM                  OF
TITLE OF SECURITIES                   AMOUNT TO BE       PRICE PER       AGGREGATE                REGISTRATION
TO BE REGISTERED                      REGISTERED         SHARE(1)        OFFERING PRICE(1)        FEE
----------------                      ----------         --------        -----------------        ---
Plan Interests in The Dexter
Merit Plan                            indeterminate       $42.25(2)      indeterminate            $---(3)
Common Stock, having a par
value of $1.00 per share              300,000 shares      $42.25(2)      $12,675,000              $3,739.13
(1)   Estimated solely for the purpose of calculating the registration fee.

(2)   Determined pursuant to Rule 457(h) based on the average of the high and
      low prices of the Registrant's Common Stock on the New York Stock Exchange
      consolidated tape on December 15, 1997.

(3)   Pursuant to Rule 457(h)(2), no separate fee is required for registration
      of plan interests.
2
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents heretofore filed by The Dexter Corporation with
the Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

            (a) Annual Report on Form 10-K for the year ended December 31, 1996;

            (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
      1997;

            (c) Quarterly Report on Form 10-Q for the quarter ended June 30,
      1997;

            (d) Quarterly Report on Form 10-Q for the quarter ended September
      30, 1997; and

            (e) The description of common stock of The Dexter Corporation
      contained in its Registration Statement on Form 10 filed on January 12,
      1968 and all amendments and reports thereafter filed for the purpose of
      updating such description.

      In addition, all documents filed by The Dexter Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934
subsequent to the date of the filing of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      The financial statements incorporated herein by reference to The Dexter
Corporation Annual Report on Form 10-K for the year ended December 31, 1996 have
been so incorporated in reliance upon the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of said firm as experts in
auditing and accounting. With respect to the unaudited interim financial
information for the periods ended March 31, 1997, June 30, 1997 and September
30, 1997, incorporated by reference in this Registration Statement, the
independent accountants have reported that they have applied limited procedures
in accordance with professional standards for a review of such information.
However, their separate reports included in the Registrant's quarterly reports
on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September
30, 1997 and incorporated by reference herein, state that they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
The accountants are not subject to the liability provisions of Section 11 of the
Securities Act of 1933 for their report on the unaudited interim financial
information because
3
those reports are not a "report" or a "part" of the registration statement
prepared or certified by the accountants within the meaning of Sections 7 and 11
of the Securities Act of 1933.

      The financial statements similarly incorporated herein by reference to all
documents subsequently filed by The Dexter Corporation pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, are or
will be so incorporated in reliance upon the reports of Coopers & Lybrand
L.L.P., or other independent accountants, relating to such financial statements
and upon the authority of such independent accountants as experts in auditing
and accounting in giving such reports to the extent that such firms have audited
such financial statements and consented to the use of their reports thereon.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Dexter Corporation has no provision for indemnification of directors
or officers in its Restated Certificate of Incorporation. Article III, Section 6
of the By-Laws of The Dexter Corporation provides that it shall indemnify to the
full extent permitted and in the manner prescribed by law any director or
officer made a party to any action, suit or proceeding by reason of the fact
that such person is or was a director, officer or employee of The Dexter
Corporation, or served at its request as director, officer or employee of
another corporation, against expenses, judgments, fines, penalties and amounts
paid in settlement. The Connecticut Business Corporation Act provides for the
indemnification of directors and officers under certain conditions. In addition,
The Dexter Corporation maintains insurance that indemnifies directors and
officers against certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         See Index to Exhibits.

ITEM 9.  UNDERTAKINGS

      (a)  The undersigned Registrant hereby undertakes:

            (1) to file, during any period in which offers or sales are being
      made of the securities registered hereby, a post-effective amendment to
      this Registration Statement:

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

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

                  (iii) to include any material information with respect to the
      plan of distribution not previously disclosed in the Registration
      Statement or any material change to such information in the Registration
      Statement; provided, however, that the undertakings set forth in
      paragraphs (i) and (ii) above do not apply if the information required to
      be included in a post-effective amendment by those paragraphs is contained
      in periodic reports filed by the Registrant pursuant to section 13 or
      section 15(d) of the Securities Exchange Act of 1934 that are incorporated
      by reference in the Registration Statement;
4
            (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; and

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

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 against the Registrant 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.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Windsor Locks, Connecticut, on the 19th day of
December, 1997.
                               THE DEXTER CORPORATION

                                 By:/s/Bruce H. Beatt
                                    -------------------------------
                                    Bruce H. Beatt
                                    Vice President, General Counsel
                                    and Secretary

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.
SIGNATURE                             TITLE                 DATE
     ---------                             -----                 ----
K. Grahame Walker*            Chairman, President,        December 19, 1997
-------------------------         Chief Executive Officer
   K. Grahame Walker              and Director (principal
                                  executive officer)
5
Kathleen Burdett*            Vice President and           December 19, 1997
-------------------------        Chief Financial Officer
    Kathleen Burdett             (principal financial
                                 officer and principal
                                 accounting officer)

-------------------------        Director                     December 19, 1997
    Charles H. Curl

 Henrietta Holsman Fore*         Director                     December 19, 1997
-------------------------
 Henrietta Holsman Fore

    Bernard M. Fox*              Director                     December 19,1997
-------------------------
    Bernard M. Fox

    Robert M. Furek*             Director                     December 19, 1997
-------------------------
    Robert M. Furek

    Martha Clark Goss*           Director                     December 19, 1997
-------------------------
    Martha Clark Goss

    Edgar G. Hotard*             Director                     December 19, 1997
-------------------------
    Edgar G. Hotard

-------------------------        Director                     December 19, 1997
    Peter G. Kelly

-------------------------        Director                     December 19, 1997
    Jean-Francois Saglio

-------------------------        Director                     December 19, 1997
     Glen L. Urban

-------------------------        Director                     December 19, 1997
     George M. Whitesides
*The undersigned by signing his name hereto does sign and execute this
Registration Statement pursuant to the Power of Attorney on behalf of the
above-named officers and directors and filed contemporaneously herewith with the
Securities and Exchange Commission.

                              By: /s/ Bruce H. Beatt
                                  -------------------------------
                                     Bruce H. Beatt
                                     Attorney-in-Fact

      Pursuant to the requirements of the Securities Act of 1933, the
undersigned, duly authorized administrator of The Dexter Merit Plan, has duly
6
caused this Registration Statement to be signed on behalf of said Plan, in the
Town of Fremont, California, as of December 19, 1997.

                              The Dexter Merit Plan

                              By: /s/ Henry Lipschitz
                                  -----------------------------------------
                                      Henry Lipschitz
                                      Administrator
7
                                INDEX TO EXHIBITS
EXHIBIT NO.
 -----------
4.1            The Dexter Merit Plan

   4.2(a)         Restated Certificate of Incorporation of The Dexter
                  Corporation, filed as Exhibit 3A-2 with the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended June 30,
                  1990 and incorporated herein by reference

   4.2(b)         Bylaws of The Dexter Corporation, as amended April 25, 1991,
                  filed as Exhibit 3B with the Registrant's report on Form 10-Q
                  for the quarter ended March 31, 1991 and incorporated herein
                  by reference

   8              Opinion re tax matters--not required.  Registrant will
                  submit The Dexter Merit Plan to the Internal Revenue
                  Service ("IRS") in a timely manner and will make all
                  changes required by the IRS in order to qualify the Plan

   15             Letter of awareness of Independent Accountants regarding
                  unaudited interim financial information

   23             Consent of Independent Accountants

   24             Power of attorney authorizing representatives to sign this
                  Registration Statement and any and all amendments (including
                  post-effective amendments) to this Registration Statement on
                  behalf of The Dexter Corporation and certain directors and
                  officers thereof