<PAGE>
 
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                 ADE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

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

         MASSACHUSETTS                                 04-2441829
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
 Incorporation or Organization)

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

                        80 Wilson Way, Westwood, MA 02090
               (Address of Principal Executive Offices) (Zip Code)

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

                                 ADE CORPORATION
                         1997 EMPLOYEE STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                   Copies to:

     ROBERT C. ABBE, President and             WILLARD G. MCGRAW, JR., ESQ.
        Chief Executive Officer                   Warner & Stackpole LLP 
           ADE Corporation                            75 State Street    
   80 Wilson Way, Westwood, MA 02090                 Boston, MA 02109    
            (781) 467-3500                                          
  (Name, Address and Telephone Number,
Including Area Code, of Agent For Service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
============================================================================================================== 
                                                        Proposed Maximum     Proposed Maximum      Amount Of
          Title of Securities           Amount to be     Offering Price         Aggregate        Registration
            to be Registered            Registered(1)     Per Share(2)      Offering Price(2)         Fee
--------------------------------------------------------------------------------------------------------------
        <S>                            <C>              <C>                 <C>                  <C> 
             Common Stock,             500,000 shares        $19.00             $9,500,000         $2,802.50
        par value $.01 per share
============================================================================================================== 
</TABLE> 
(1)   Together with an indeterminate number of additional shares which may
      result from a stock split, stock dividend, or other similar adjustment of
      the outstanding shares of Common Stock.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(l) under the Securities Act of 1933 on the basis
      of the average of the high and low sale prices of the Common Stock of the
      Registrant on February 3, 1998 as reported by Nasdaq.
<PAGE>
 
           ADE Corporation (the "Company" or the "Registrant") is registering
500,000 shares of Common Stock, $.01 par value per share ("Common Stock"), all
of which are reserved for issuance under the 1997 Employee Stock Option Plan
(the "1997 Plan").

                                     PART II


                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT


Item 3.  Incorporation Of Documents By Reference
         ---------------------------------------

           Incorporated herein by reference are the following documents of the
Company filed with the Securities and Exchange Commission ("Commission"):

           (a) The Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 1997;

           (b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended July 31, 1997 and October 31, 1997;

           (c) The Company's Current Report on Form 8-K filed with the
Commission on November 4, 1997; and

           (d) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed with the Commission on August
30, 1995.

           All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that the
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part thereof from the date of filing of such
documents.

Item 4.  Description of Securities
         -------------------------

           Not Applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

           Willard G. McGraw, Jr., the Clerk of the Company and a partner of
Warner & Stackpole LLP, the Company's legal counsel, owns 9,000 shares of the
Common Stock of the Company.

                                      II-1
<PAGE>
 
Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

           The Restated Articles of Organization of the Registrant provide that
no director of the Registrant shall be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except that such provision does not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
distributions made in violation of the Registrant's Restated Articles of
Organization or which are made when the Registrant is insolvent or which renders
it insolvent, (iv) for loans made to officers or directors of the Registrant
which are not repaid if the director has voted for such loans and they have not
been approved or ratified as loans reasonably expected to benefit the
Registrant, by a majority of directors who are not recipients of such loans or
the holders of a majority of voting shares, which holders are not recipients of
such loans, or (v) for any transactions from which the director derived an
improper personal benefit.

           Article VI of the Registrant's By-laws provides that the Registrant
shall indemnify each of its directors and officers (including persons who serve
at the Registrant's request as directors, officers or trustees of another
organization in which the Registrant has any interest, direct or indirect, as a
stockholder, creditor or otherwise or who serve at the Registrant's request in
any capacity with respect to any employee benefit plan) against all liabilities
and expenses, including amounts paid in satisfaction of judgments, in
compromise, or as fines and penalties, and counsel fees reasonably incurred by
such person in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which such person may be
involved or with which such person may be threatened, while in office or
thereafter, by reason of such person's being or having been such a director,
officer or trustee, except with respect to any matter as to which such person
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that such person's action was in the best interest of the
Registrant or, to the extent that such matter relates to service with respect to
an employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan.

           As to any matter disposed of by a compromise payment by any such
person, pursuant to a consent decree or otherwise, Article VI of the
Registrant's By-laws provides that no indemnification shall be provided to such
person for such payment or for any other expenses unless such compromise has
been approved as in the best interests of the Registrant, after notice that it
involves such indemnification, (i) by a disinterested majority of the directors
then in office; or (ii) by a majority of disinterested directors then in office,
provided that there has been obtained an opinion in writing of independent legal
counsel to the effect that such director or officer appeared to have acted in
good faith in the reasonable belief that such person's action was in the best
interests of the Registrant; or (iii) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested director or officer.

                                      II-2
<PAGE>
 
           Article VI of the Registrant's By-laws provides that expenses,
including counsel fees, reasonably incurred by any director or officer in
connection with the defense or disposition of any such action, suit or other
proceeding may be paid by the Registrant, at the discretion of a majority of the
disinterested directors then in office, in advance of the final disposition
thereof, upon receipt of an undertaking by such director or officer to repay to
the Registrant the amounts so paid if it is ultimately determined that
indemnification for such expenses is not authorized under Article VI of the
By-laws, which undertaking may be accepted by the Registrant without reference
to the financial ability of such director or officer to make repayment.

           Article VI of the Registrant's By-laws gives the Board of Directors
of the Registrant the power to authorize the purchase and maintenance of
insurance, in such amounts as the Board of Directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer or agent
of the Registrant, or who is or was serving at the request of the Registrant as
a director, officer or agent of another organization in which the Registrant has
any interest, direct or indirect, as a stockholder, creditor or otherwise, or
with respect to any employee benefit plan, against any liability incurred by
such person in any such capacity, or arising out of such person's status as such
agent, whether or not such person is entitled to indemnification by the
Registrant pursuant to Article VI or otherwise and whether or not the Registrant
would have the power to indemnify the person against such liability.

           Section 13(b)(1 1/2) of the Massachusetts Business Corporation Law,
Chapter 156B of the General Laws of Massachusetts (the "MBCL") authorizes the
provisions, described above, contained in the Restated Articles of Organization
of the Registrant.

           Section 67 of the MBCL authorizes the provisions, described above,
contained in Article VI of the By-laws of the Registrant.

           Section 65 of the MBCL provides that performance by a director,
officer or incorporator of his duties in good faith and in a manner he
reasonably believes to be in the best interests of the corporation, and with
such care as an ordinarily prudent person in a like position would use under
similar circumstances, shall be a complete defense to any claim asserted against
such director, officer or incorporator, except as otherwise expressly provided
by statute, by reason of his being or having been a director, officer or
incorporator of the corporation.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

           Not Applicable.

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

           See list of Exhibits in the Exhibit Index.

                                      II-3
<PAGE>
 
Item 9.  Undertakings
         ------------

           (a) 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 the registration statement
           or any material change to such information in the 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 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
<PAGE>
 
                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Westwood and the Commonwealth of Massachusetts, on
February 18, 1998.


                                   ADE CORPORATION
                                   
                                   
                                   
                                   By: /s/ Robert C. Abbe
                                       --------------------------------------
                                       Robert C. Abbe
                                       President and Chief Executive Officer


                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Robert C. Abbe and Mark D. Shooman and each of them, with full power to act
without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any and all amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do anything else necessary and proper in connection
therewith.

           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 indicated.

<TABLE> 
<CAPTION> 
          Signature                            Title                       Date
          ---------                            -----                       ----
<S>                                  <C>                              <C> 
     /s/ Robert C. Abbe              President, Chief Executive       February 18, 1998
---------------------------------    Officer and Director  
         Robert C. Abbe              (Principal Executive 
                                     Officer) 

     /s/ Mark D. Shooman             Vice President and               February 18, 1998
---------------------------------    Chief Financial Officer 
         Mark D. Shooman             (Principal Financial Officer)

     /s/ Joseph E. Rovatti           Controller (Principal            February 18, 1998
---------------------------------    Accounting Officer) 
         Joseph E. Rovatti                       
</TABLE> 

                                      II-5
<PAGE>
 
<TABLE> 
<S>                                  <C>                              <C> 
     /s/ Landon T. Clay              Director                         February 18, 1998
---------------------------------
         Landon T. Clay

     /s/ Harris Clay                 Director                         February 18, 1998
---------------------------------
         Harris Clay

     /s/ Francis B. Lothrop, Jr.     Director                         February 18, 1998
---------------------------------
         Francis B. Lothrop, Jr.

     /s/ H. Kimball Faulkner         Director                         February 18, 1998
---------------------------------
         H. Kimball Faulkner

     /s/ Kendall Wright              Director                         February 18, 1998
---------------------------------
         Kendall Wright
</TABLE> 

                                      II-6
<PAGE>
 
                         Form S-8 Registration Statement

                                 ADE CORPORATION

                                  EXHIBIT INDEX
                                  -------------


          Exhibit                                                   Sequential
            No.               Description of Exhibit                 Page No.
            ---               ----------------------                 --------

           4.1*        Restated Articles of Organization

           4.2*        Bylaws, as amended

           4.3         Registrant's 1997 Employee Stock Option 
                       Plan (filed herewith)

           5           Opinion of Warner & Stackpole LLP (filed 
                       herewith)

           23.1        Consent of Price Waterhouse LLP (filed 
                       herewith)

           23.2        Consent of Warner & Stackpole LLP 
                       (included in Exhibit 5)

           24          Power of Attorney of officers and directors 
                       of the Registrant (included in the signature 
                       page hereto)




---------------------
* Filed as an exhibit to the Registrant's Registration Statement on Form S-1
filed with the Commission on August 30, 1995 (Registration No. 33-96408) or
amendments thereto and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20222}]
{"company-data": {"conformed-name": "ADE CORP", "cik": "0000884498", "assigned-sic": "3829", "irs-number": "042441829", "state-of-incorporation": "MA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46505", "film-number": "98544766"}, "business-address": {"street1": "80 WILSON WAY", "city": "WESTWOOD", "state": "MA", "zip": "02090"}, "mail-address": {"street1": "77 ROWE ST", "city": "NEWTON", "state": "MA", "zip": "02166"}}
Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                 ADE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

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

         MASSACHUSETTS                                 04-2441829
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
 Incorporation or Organization)

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

                        80 Wilson Way, Westwood, MA 02090
               (Address of Principal Executive Offices) (Zip Code)

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

                                 ADE CORPORATION
                         1997 EMPLOYEE STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                   Copies to:

     ROBERT C. ABBE, President and             WILLARD G. MCGRAW, JR., ESQ.
        Chief Executive Officer                   Warner & Stackpole LLP 
           ADE Corporation                            75 State Street    
   80 Wilson Way, Westwood, MA 02090                 Boston, MA 02109    
            (781) 467-3500                                          
  (Name, Address and Telephone Number,
Including Area Code, of Agent For Service)

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

                         CALCULATION OF REGISTRATION FEE
============================================================================================================== 
                                                        Proposed Maximum     Proposed Maximum      Amount Of
          Title of Securities           Amount to be     Offering Price         Aggregate        Registration
            to be Registered            Registered(1)     Per Share(2)      Offering Price(2)         Fee
--------------------------------------------------------------------------------------------------------------
Common Stock,             500,000 shares        $19.00             $9,500,000         $2,802.50
        par value $.01 per share
==============================================================================================================
(1)   Together with an indeterminate number of additional shares which may
      result from a stock split, stock dividend, or other similar adjustment of
      the outstanding shares of Common Stock.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(l) under the Securities Act of 1933 on the basis
      of the average of the high and low sale prices of the Common Stock of the
      Registrant on February 3, 1998 as reported by Nasdaq.
ADE Corporation (the "Company" or the "Registrant") is registering
500,000 shares of Common Stock, $.01 par value per share ("Common Stock"), all
of which are reserved for issuance under the 1997 Employee Stock Option Plan
(the "1997 Plan").

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference
         ---------------------------------------

           Incorporated herein by reference are the following documents of the
Company filed with the Securities and Exchange Commission ("Commission"):

           (a) The Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 1997;

           (b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended July 31, 1997 and October 31, 1997;

           (c) The Company's Current Report on Form 8-K filed with the
Commission on November 4, 1997; and

           (d) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed with the Commission on August
30, 1995.

           All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that the
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part thereof from the date of filing of such
documents.

Item 4.  Description of Securities
         -------------------------

           Not Applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

           Willard G. McGraw, Jr., the Clerk of the Company and a partner of
Warner & Stackpole LLP, the Company's legal counsel, owns 9,000 shares of the
Common Stock of the Company.

                                      II-1
Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

           The Restated Articles of Organization of the Registrant provide that
no director of the Registrant shall be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except that such provision does not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
distributions made in violation of the Registrant's Restated Articles of
Organization or which are made when the Registrant is insolvent or which renders
it insolvent, (iv) for loans made to officers or directors of the Registrant
which are not repaid if the director has voted for such loans and they have not
been approved or ratified as loans reasonably expected to benefit the
Registrant, by a majority of directors who are not recipients of such loans or
the holders of a majority of voting shares, which holders are not recipients of
such loans, or (v) for any transactions from which the director derived an
improper personal benefit.

           Article VI of the Registrant's By-laws provides that the Registrant
shall indemnify each of its directors and officers (including persons who serve
at the Registrant's request as directors, officers or trustees of another
organization in which the Registrant has any interest, direct or indirect, as a
stockholder, creditor or otherwise or who serve at the Registrant's request in
any capacity with respect to any employee benefit plan) against all liabilities
and expenses, including amounts paid in satisfaction of judgments, in
compromise, or as fines and penalties, and counsel fees reasonably incurred by
such person in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which such person may be
involved or with which such person may be threatened, while in office or
thereafter, by reason of such person's being or having been such a director,
officer or trustee, except with respect to any matter as to which such person
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that such person's action was in the best interest of the
Registrant or, to the extent that such matter relates to service with respect to
an employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan.

           As to any matter disposed of by a compromise payment by any such
person, pursuant to a consent decree or otherwise, Article VI of the
Registrant's By-laws provides that no indemnification shall be provided to such
person for such payment or for any other expenses unless such compromise has
been approved as in the best interests of the Registrant, after notice that it
involves such indemnification, (i) by a disinterested majority of the directors
then in office; or (ii) by a majority of disinterested directors then in office,
provided that there has been obtained an opinion in writing of independent legal
counsel to the effect that such director or officer appeared to have acted in
good faith in the reasonable belief that such person's action was in the best
interests of the Registrant; or (iii) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested director or officer.

                                      II-2
Article VI of the Registrant's By-laws provides that expenses,
including counsel fees, reasonably incurred by any director or officer in
connection with the defense or disposition of any such action, suit or other
proceeding may be paid by the Registrant, at the discretion of a majority of the
disinterested directors then in office, in advance of the final disposition
thereof, upon receipt of an undertaking by such director or officer to repay to
the Registrant the amounts so paid if it is ultimately determined that
indemnification for such expenses is not authorized under Article VI of the
By-laws, which undertaking may be accepted by the Registrant without reference
to the financial ability of such director or officer to make repayment.

           Article VI of the Registrant's By-laws gives the Board of Directors
of the Registrant the power to authorize the purchase and maintenance of
insurance, in such amounts as the Board of Directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer or agent
of the Registrant, or who is or was serving at the request of the Registrant as
a director, officer or agent of another organization in which the Registrant has
any interest, direct or indirect, as a stockholder, creditor or otherwise, or
with respect to any employee benefit plan, against any liability incurred by
such person in any such capacity, or arising out of such person's status as such
agent, whether or not such person is entitled to indemnification by the
Registrant pursuant to Article VI or otherwise and whether or not the Registrant
would have the power to indemnify the person against such liability.

           Section 13(b)(1 1/2) of the Massachusetts Business Corporation Law,
Chapter 156B of the General Laws of Massachusetts (the "MBCL") authorizes the
provisions, described above, contained in the Restated Articles of Organization
of the Registrant.

           Section 67 of the MBCL authorizes the provisions, described above,
contained in Article VI of the By-laws of the Registrant.

           Section 65 of the MBCL provides that performance by a director,
officer or incorporator of his duties in good faith and in a manner he
reasonably believes to be in the best interests of the corporation, and with
such care as an ordinarily prudent person in a like position would use under
similar circumstances, shall be a complete defense to any claim asserted against
such director, officer or incorporator, except as otherwise expressly provided
by statute, by reason of his being or having been a director, officer or
incorporator of the corporation.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

           Not Applicable.

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

           See list of Exhibits in the Exhibit Index.

                                      II-3
Item 9.  Undertakings
         ------------

           (a) 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 the registration statement
           or any material change to such information in the 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 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
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 Westwood and the Commonwealth of Massachusetts, on
February 18, 1998.

                                   ADE CORPORATION
                                   
                                   
                                   
                                   By: /s/ Robert C. Abbe
                                       --------------------------------------
                                       Robert C. Abbe
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Robert C. Abbe and Mark D. Shooman and each of them, with full power to act
without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any and all amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do anything else necessary and proper in connection
therewith.

           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 indicated.
Signature                            Title                       Date
          ---------                            -----                       ----
/s/ Robert C. Abbe              President, Chief Executive       February 18, 1998
---------------------------------    Officer and Director  
         Robert C. Abbe              (Principal Executive 
                                     Officer) 

     /s/ Mark D. Shooman             Vice President and               February 18, 1998
---------------------------------    Chief Financial Officer 
         Mark D. Shooman             (Principal Financial Officer)

     /s/ Joseph E. Rovatti           Controller (Principal            February 18, 1998
---------------------------------    Accounting Officer) 
         Joseph E. Rovatti
II-5
/s/ Landon T. Clay              Director                         February 18, 1998
---------------------------------
         Landon T. Clay

     /s/ Harris Clay                 Director                         February 18, 1998
---------------------------------
         Harris Clay

     /s/ Francis B. Lothrop, Jr.     Director                         February 18, 1998
---------------------------------
         Francis B. Lothrop, Jr.

     /s/ H. Kimball Faulkner         Director                         February 18, 1998
---------------------------------
         H. Kimball Faulkner

     /s/ Kendall Wright              Director                         February 18, 1998
---------------------------------
         Kendall Wright
II-6
Form S-8 Registration Statement

                                 ADE CORPORATION

                                  EXHIBIT INDEX
                                  -------------

          Exhibit                                                   Sequential
            No.               Description of Exhibit                 Page No.
            ---               ----------------------                 --------

           4.1*        Restated Articles of Organization

           4.2*        Bylaws, as amended

           4.3         Registrant's 1997 Employee Stock Option 
                       Plan (filed herewith)

           5           Opinion of Warner & Stackpole LLP (filed 
                       herewith)

           23.1        Consent of Price Waterhouse LLP (filed 
                       herewith)

           23.2        Consent of Warner & Stackpole LLP 
                       (included in Exhibit 5)

           24          Power of Attorney of officers and directors 
                       of the Registrant (included in the signature 
                       page hereto)

---------------------
* Filed as an exhibit to the Registrant's Registration Statement on Form S-1
filed with the Commission on August 30, 1995 (Registration No. 33-96408) or
amendments thereto and incorporated herein by reference.