SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                             HAEMONETICS CORPORATION
               (Exact name of issuer as specified in its charter)

                            Massachusetts 04-2882273
          (State of Incorporation) (IRS Employer Identification Number)

          400 Wood Road, Braintree, Massachusetts 02814 (617) 848-7100
          -------------------------------------------------------------
          (Address and telephone number of Principal Executive Offices)

                             HAEMONETICS CORPORATION

                        1998 Employee Stock Purchase Plan
                            (Full title of the Plan)

                        Alicia R. Lopez, General Counsel
                             Haemonetics Corporation
                                  400 Wood Road
                         Braintree, Massachusetts 02184
                                 (617) 848-7100

              (Name, address and telephone number of agent service)

                                    Copy to:
                                Mary Ellen O'Mara
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110

                         CALCULATION OF REGISTRATION FEE


<TABLE>
                                                 Proposed                Proposed
                                                 Maximum                 Maximum
Title of                 Amount                  Offering                Aggregate                Amount of
Securities               to be                   Price                   Offering                 Registration
to be Registered         Registered(1)           Per Share                   Price                     Fee(2)
----------------         -------------           ---------               ------------             -----------
<S>                       <C>                     <C>                    <C>                        <C>   
Common Stock,             375,000                 $15.59                 $5,846,250                 $1,725
par value
$.01 per share

</TABLE>

(1)      Also  registered  hereunder  are such  additional  number  of shares of
         Common Stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plan to which  this  Registration
         Statement relates.

(2)      The registration fee has been calculated on the basis of the average of
         the high and low sale  prices on the New York Stock  Exchange on August
         11, 1998.




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  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)  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.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 or the latest  Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference audited  financial  statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or the Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable

Item 5.  Interests of Named Experts and Counsel

         The financial  statements  and schedules  incorporated  by reference in
this   Registration   Statement  have  been  audited  by  Arthur  Andersen  LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, a Professional Corporation, Boston, Massachusetts.

Item 6.  Indemnification of Directors and Officers

         Section 67 of Chapter 156B of the General Laws of the  Commonwealth  of
Massachusetts provides as follows:


                                      - 2 -

<PAGE>



         "Section 67.  Indemnification  of  directors,  officers,  employees and
other  agents  of a  corporation,  and  persons  who  serve  at its  request  as
directors,  officers, employees or other agents of another organization,  or who
serve at its request in any capacity with respect to any employee  benefit plan,
may be provided by it to whatever  extent shall be specified in or authorized by
(i) the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote  adopted  by the  holders  of a  majority  of the  shares  of stock
entitled  to vote on the  election  of  directors.  Except  as the  articles  of
organization  or  by-laws  otherwise  require,  indemnification  of any  persons
referred to in the preceding  sentence who are not directors of the  corporation
may  be  provided  by it  to  the  extent  authorized  by  the  directors.  Such
indemnification  may include payment by the corporation of expenses  incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition of such action or proceeding,  upon receipt of an undertaking by the
person  indemnified  to repay such payment if he shall be  adjudicated to be not
entitled to indemnification under this section which undertaking may be accepted
without reference to the financial ability of such person to make repayment. Any
such indemnification may be provided although the person to be indemnified is no
longer an officer,  director,  employee or agent of the  corporation  or of such
other organization or no longer serves with respect to any such employee benefit
plan.

         No indemnification shall be provided for any person with respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation 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.

         The  absence of any express  provision  for  indemnification  shall not
limit any right of indemnification existing independently of this section.

         A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer, employee or other agent
of the corporation,  or is or was serving at the request of the corporation as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."

         Article XXIX of the By-Laws of the Company provides as follows:

                                  ARTICLE XXIX

                     Indemnification of Directors and Others

         Section 29.1 Definitions For purposes of this Article XXIX:
         (a) "Director/officer" means any person who is serving or has served as
a Director,  officer or employee of the Corporation  appointed or elected by the
Board of Directors or the  stockholders  of the  Corporation,  or any  Director,
officer  or  employee  of the  Corporation  who is  serving or has served at the
request of the Corporation as a Director, officer, trustee, principal,  partner,
member of a committee, employee or other agent of any other organization,

                                      - 3 -

<PAGE>



or in any capacity with respect to any employee benefit plan of the Corporation
or any of its subsidiaries.

         (b) "Proceeding" means any action,  suit or proceeding,  whether civil,
criminal,  administrative or  investigative,  brought or threatened in or before
any court, tribunal, administrative or legislative body or agency, and any claim
which could be the subject of a Proceeding.

         (c) "Expense"  means any fine or penalty,  and any liability fixed by a
judgment, order, decree or award in a Proceeding,  any amount reasonably paid in
settlement of a Proceeding  and any  professional  fees and other  disbursements
reasonably  incurred in connection  with a Proceeding.  The term "Expense" shall
include any taxes or penalties imposed on a Director/officer with respect to any
employee benefit plan of the Corporation or any of its subsidiaries.

         Section 29.2  Right to Indemnification
         Except as limited by law or as provided  in  Sections  29.3 and 29.4 of
this  Article  XXIX,   each   Director/officer   (and  his  heirs  and  personal
representatives)  shall be  indemnified by the  Corporation  against any Expense
incurred by him in connection  with each Proceeding in which he is involved as a
result of his serving or having served as a Director/officer.

         Section 29.3  Indemnification not Available
         No indemnification shall be provided to a Director/officer with respect
to a Proceeding as to which it shall have been  adjudicated  that he did not act
in good faith in the reasonable belief that his action was in the best interests
of the  Corporation,  or, to the extent that such Proceeding  relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

         Section 29.4  Compromise or Settlement
         In the event  that a  Proceeding  is  compromised  or  settled so as to
impose  any  liability  or  obligation  on  a   Director/officer   or  upon  the
Corporation,  no indemnification  shall be provided as to said  Director/officer
with  respect  to such  Proceeding  if such  Director/officer  shall  have  been
adjudicated  not to have acted in good faith in the  reasonable  belief that his
action was in the best interests of the Corporation, or, to the extent that such
Proceeding  relates to service with respect to an employee  benefit plan, in the
best interests of the  participants or  beneficiaries  of such employee  benefit
plan.

         Section 29.5  Advances
         The Corporation shall pay sums on account of indemnification in advance
of a final  disposition  of a Proceeding  upon receipt of an  undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification pursuant to Sections 29.3 and 29.4 hereof, which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

         Section 29.6  Not Exclusive
         Nothing  in  this  Article  XXIX  shall  limit  any  lawful  rights  to
indemnification existing independently of this Article 29.


                                      - 4 -

<PAGE>



         Section 29.7  Insurance
         The  provisions  of this  Article XXIX shall not limit the power of the
Board of  Directors to authorize  the purchase and  maintenance  of insurance on
behalf of any Director/officer against any liability incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the Corporation
would have the power to indemnify him against such liability  under this Article
XXIX.

Item 7.           Exemption from Registration Claimed

                  Inapplicable

Item 8.  Exhibits

NumberDescription

  4A            Haemonetics Corporation 1998 Employee Stock Purchase Plan

  5             Opinion  of  Hutchins,   Wheeler  &  Dittmar,   a   Professional
                Corporation,  as to  legality  of shares  being  registered  and
                consent.

 23             Consents of Experts - included in Registration Statement under 
                heading "Consent of Independent Public Accountants."

Item 9.         Undertakings

        The undersigned Registrant hereby undertakes the following:

        (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:

                       (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in

                                      - 5 -

<PAGE>



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.

                (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) The  undersigned  registrant  hereby  undertakes,  that,  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.



                                      - 6 -

<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 Braintree, Massachusetts on August 11, 1998.

                                                  HAEMONETICS CORPORATION


                                                  By  s/ James L. Peterson
                                                      James L. Peterson
                                                      President

        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 dates indicated.
<TABLE>

                                                Title                                                Date

<S>                                             <C>                                                  <C>
s/ Sir Stuart Burgess                           Chairman of the Board of                             8/11/98
Sir Stuart Burgess                              Directors


s/ James L. Peterson                            President, Chief Executive                           8/11/98
James L. Peterson                               Officer, Director


s/ Ronald J. Ryan                               Senior Vice President of Finance                     8/11/98
Ronald J. Ryan                                  and Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)


s/ Yutaka Sakurada                              Senior Vice President -                              8/11/98
---------------------------------
Yutaka Sakurada                                 Haemonetics Corp., and
                                                President - Haemonetics Japan,
                                                Director


s/ Benjamin L. Holmes                           Director                                             8/11/98
Benjamin L. Holmes




</TABLE>



                                      - 7 -

<PAGE>


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

                       As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement on Form S-8 of our
report dated April 23, 1998 included in Haemonetics  Corporation's Form 10-K for
the year ended March 28, 1998 and to all references to our Firm included in this
Registration Statement.
                                      ARTHUR ANDERSEN LLP

/s/Arthur Andersen LLP
Boston, Massachusetts,
        August 7, 1998


320904-1

                                      - 8 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20685}]
{"company-data": {"conformed-name": "HAEMONETICS CORP", "cik": "0000313143", "assigned-sic": "3841", "irs-number": "042882273", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61453", "film-number": "98687632"}, "business-address": {"street1": "400 WOOD RD", "city": "BRAINTREE", "state": "MA", "zip": "02184", "phone": "6178487100"}, "mail-address": {"street1": "400 WOOD ROAD", "city": "BRAINTREE", "state": "MA", "zip": "02184"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                             HAEMONETICS CORPORATION
               (Exact name of issuer as specified in its charter)

                            Massachusetts 04-2882273
          (State of Incorporation) (IRS Employer Identification Number)

          400 Wood Road, Braintree, Massachusetts 02814 (617) 848-7100
          -------------------------------------------------------------
          (Address and telephone number of Principal Executive Offices)

                             HAEMONETICS CORPORATION

                        1998 Employee Stock Purchase Plan
                            (Full title of the Plan)

                        Alicia R. Lopez, General Counsel
                             Haemonetics Corporation
                                  400 Wood Road
                         Braintree, Massachusetts 02184
                                 (617) 848-7100

              (Name, address and telephone number of agent service)

                                    Copy to:
                                Mary Ellen O'Mara
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110

                         CALCULATION OF REGISTRATION FEE

                                                 Proposed                Proposed
                                                 Maximum                 Maximum
Title of                 Amount                  Offering                Aggregate                Amount of
Securities               to be                   Price                   Offering                 Registration
to be Registered         Registered(1)           Per Share                   Price                     Fee(2)
----------------         -------------           ---------               ------------             -----------
Common Stock,             375,000                 $15.59                 $5,846,250                 $1,725
par value
$.01 per share
(1)      Also  registered  hereunder  are such  additional  number  of shares of
         Common Stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plan to which  this  Registration
         Statement relates.

(2)      The registration fee has been calculated on the basis of the average of
         the high and low sale  prices on the New York Stock  Exchange on August
         11, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  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)  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.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 or the latest  Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference audited  financial  statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or the Prospectus referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

         Inapplicable

Item 5.  Interests of Named Experts and Counsel

         The financial  statements  and schedules  incorporated  by reference in
this   Registration   Statement  have  been  audited  by  Arthur  Andersen  LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, a Professional Corporation, Boston, Massachusetts.

Item 6.  Indemnification of Directors and Officers

         Section 67 of Chapter 156B of the General Laws of the  Commonwealth  of
Massachusetts provides as follows:

                                      - 2 -
"Section 67.  Indemnification  of  directors,  officers,  employees and
other  agents  of a  corporation,  and  persons  who  serve  at its  request  as
directors,  officers, employees or other agents of another organization,  or who
serve at its request in any capacity with respect to any employee  benefit plan,
may be provided by it to whatever  extent shall be specified in or authorized by
(i) the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote  adopted  by the  holders  of a  majority  of the  shares  of stock
entitled  to vote on the  election  of  directors.  Except  as the  articles  of
organization  or  by-laws  otherwise  require,  indemnification  of any  persons
referred to in the preceding  sentence who are not directors of the  corporation
may  be  provided  by it  to  the  extent  authorized  by  the  directors.  Such
indemnification  may include payment by the corporation of expenses  incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition of such action or proceeding,  upon receipt of an undertaking by the
person  indemnified  to repay such payment if he shall be  adjudicated to be not
entitled to indemnification under this section which undertaking may be accepted
without reference to the financial ability of such person to make repayment. Any
such indemnification may be provided although the person to be indemnified is no
longer an officer,  director,  employee or agent of the  corporation  or of such
other organization or no longer serves with respect to any such employee benefit
plan.

         No indemnification shall be provided for any person with respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation 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.

         The  absence of any express  provision  for  indemnification  shall not
limit any right of indemnification existing independently of this section.

         A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer, employee or other agent
of the corporation,  or is or was serving at the request of the corporation as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."

         Article XXIX of the By-Laws of the Company provides as follows:

                                  ARTICLE XXIX

                     Indemnification of Directors and Others

         Section 29.1 Definitions For purposes of this Article XXIX:
         (a) "Director/officer" means any person who is serving or has served as
a Director,  officer or employee of the Corporation  appointed or elected by the
Board of Directors or the  stockholders  of the  Corporation,  or any  Director,
officer  or  employee  of the  Corporation  who is  serving or has served at the
request of the Corporation as a Director, officer, trustee, principal,  partner,
member of a committee, employee or other agent of any other organization,

                                      - 3 -
or in any capacity with respect to any employee benefit plan of the Corporation
or any of its subsidiaries.

         (b) "Proceeding" means any action,  suit or proceeding,  whether civil,
criminal,  administrative or  investigative,  brought or threatened in or before
any court, tribunal, administrative or legislative body or agency, and any claim
which could be the subject of a Proceeding.

         (c) "Expense"  means any fine or penalty,  and any liability fixed by a
judgment, order, decree or award in a Proceeding,  any amount reasonably paid in
settlement of a Proceeding  and any  professional  fees and other  disbursements
reasonably  incurred in connection  with a Proceeding.  The term "Expense" shall
include any taxes or penalties imposed on a Director/officer with respect to any
employee benefit plan of the Corporation or any of its subsidiaries.

         Section 29.2  Right to Indemnification
         Except as limited by law or as provided  in  Sections  29.3 and 29.4 of
this  Article  XXIX,   each   Director/officer   (and  his  heirs  and  personal
representatives)  shall be  indemnified by the  Corporation  against any Expense
incurred by him in connection  with each Proceeding in which he is involved as a
result of his serving or having served as a Director/officer.

         Section 29.3  Indemnification not Available
         No indemnification shall be provided to a Director/officer with respect
to a Proceeding as to which it shall have been  adjudicated  that he did not act
in good faith in the reasonable belief that his action was in the best interests
of the  Corporation,  or, to the extent that such Proceeding  relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

         Section 29.4  Compromise or Settlement
         In the event  that a  Proceeding  is  compromised  or  settled so as to
impose  any  liability  or  obligation  on  a   Director/officer   or  upon  the
Corporation,  no indemnification  shall be provided as to said  Director/officer
with  respect  to such  Proceeding  if such  Director/officer  shall  have  been
adjudicated  not to have acted in good faith in the  reasonable  belief that his
action was in the best interests of the Corporation, or, to the extent that such
Proceeding  relates to service with respect to an employee  benefit plan, in the
best interests of the  participants or  beneficiaries  of such employee  benefit
plan.

         Section 29.5  Advances
         The Corporation shall pay sums on account of indemnification in advance
of a final  disposition  of a Proceeding  upon receipt of an  undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification pursuant to Sections 29.3 and 29.4 hereof, which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

         Section 29.6  Not Exclusive
         Nothing  in  this  Article  XXIX  shall  limit  any  lawful  rights  to
indemnification existing independently of this Article 29.

                                      - 4 -
Section 29.7  Insurance
         The  provisions  of this  Article XXIX shall not limit the power of the
Board of  Directors to authorize  the purchase and  maintenance  of insurance on
behalf of any Director/officer against any liability incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the Corporation
would have the power to indemnify him against such liability  under this Article
XXIX.

Item 7.           Exemption from Registration Claimed

                  Inapplicable

Item 8.  Exhibits

NumberDescription

  4A            Haemonetics Corporation 1998 Employee Stock Purchase Plan

  5             Opinion  of  Hutchins,   Wheeler  &  Dittmar,   a   Professional
                Corporation,  as to  legality  of shares  being  registered  and
                consent.

 23             Consents of Experts - included in Registration Statement under 
                heading "Consent of Independent Public Accountants."

Item 9.         Undertakings

        The undersigned Registrant hereby undertakes the following:

        (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:

                       (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in

                                      - 5 -
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.

                (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) The  undersigned  registrant  hereby  undertakes,  that,  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.

                                      - 6 -
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 Braintree, Massachusetts on August 11, 1998.

                                                  HAEMONETICS CORPORATION

                                                  By  s/ James L. Peterson
                                                      James L. Peterson
                                                      President

        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 dates indicated.

                                                Title                                                Date
s/ Sir Stuart Burgess                           Chairman of the Board of                             8/11/98
Sir Stuart Burgess                              Directors

s/ James L. Peterson                            President, Chief Executive                           8/11/98
James L. Peterson                               Officer, Director

s/ Ronald J. Ryan                               Senior Vice President of Finance                     8/11/98
Ronald J. Ryan                                  and Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)

s/ Yutaka Sakurada                              Senior Vice President -                              8/11/98
---------------------------------
Yutaka Sakurada                                 Haemonetics Corp., and
                                                President - Haemonetics Japan,
                                                Director

s/ Benjamin L. Holmes                           Director                                             8/11/98
Benjamin L. Holmes
- 7 -
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

                       As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement on Form S-8 of our
report dated April 23, 1998 included in Haemonetics  Corporation's Form 10-K for
the year ended March 28, 1998 and to all references to our Firm included in this
Registration Statement.
                                      ARTHUR ANDERSEN LLP

/s/Arthur Andersen LLP
Boston, Massachusetts,
        August 7, 1998

320904-1

                                      - 8 -