<PAGE>
 
    As filed with the Securities and Exchange Commission on February 6, 1998

                                           Registration No. 333-________________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               EMCORE CORPORATION
               (Exact name of issuer as specified in its charter)

        NEW JERSEY                                 22-2746503
  (State or other jurisdiction         (IRS Employer Identification No.)
of incorporation or organization)

                394 ELIZABETH AVENUE, SOMERSET, NEW JERSEY 08873
             (Address of principal executive offices)    (Zip Code)

                            ------------------------
                           MICROOPTICAL DEVICES, INC.
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                            -----------------------
                               THOMAS G. WERTHAN
                   VICE PRESIDENT, FINANCE AND ADMINISTRATION
                               EMCORE CORPORATION
                394 ELIZABETH AVENUE, SOMERSET, NEW JERSEY 08873
                    (Name and address of agent for service)
                                 (732) 271-9090
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================= 
                                                                 Proposed       Proposed
          Title of                                               Maximum        Maximum
         Securities                Amount         Offering      Aggregate      Amount of
            to be                   to be          Price         Offering     Registration
         Registered             Registered(1)   per Share(2)     Price(2)         Fee
-----------------------------   -------------   ------------   ------------   ------------
<S>                             <C>             <C>            <C>            <C>
MicroOptical Devices, Inc.
1996 Stock Option Plan
-----------------------------
Common Stock                       200,996          $0.50       $100,498         $100.00

================================================================================================= 
</TABLE>

(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the MicroOptical Devices, Inc. 1996 Stock
    Option Plan by reason of any stock dividend, stock split, recapitalization
    or other similar transaction effected without the receipt of consideration
    which results in an increase in the number of the Registrant's outstanding
    shares of Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the weighted average
    exercise price of the outstanding options.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

    Emcore Corporation (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

    (a)  The Registrant's prospectus filed on March 7, 1997 relating to an
         initial public offering of Common Stock, pursuant to Rule 424(b) under
         the Securities Exchange Act of 1934 (the "1934 Act"), and containing
         audited financial statements for the Registrant's most recent fiscal
         year.

    (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
         ended March 31, 1997 and June 30, 1997, filed with the Commission on
         May 15, 1997 and August 15, 1997, respectively, and any amendments
         thereto.

    (c)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
         September 30, 1997, filed with the Commission on December 29, 1997, and
         any amendments thereto.

    (d)  The Registrant's Current Report on Form 8-K, filed with the Commission
         on December 22, 1997, and any amendments thereto.

    (e)  The Registrant's Registration Statement No. 000-22175 on Form 8-A filed
         with the Commission on February 26, 1997, in which there is described
         the terms, rights and provisions applicable to the Registrant's
         outstanding Common Stock.

    All reports and definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby 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
hereof 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 herein or in any subsequently filed
document which also 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 a part of this
Registration Statement.


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

         Not Applicable.


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

         Not Applicable.


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

         The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its directors and officers to the full extent
permitted by New Jersey law, including in circumstances in which indemnification
is
<PAGE>
 
otherwise discretionary under New Jersey law.  Section 14A:2-7 of the New Jersey
Business Corporation Act provides that a New Jersey corporation's:

    "certificate of incorporation may provide that a director or officer shall
not be personally liable, or shall be liable only to the extent therein
provided, to the corporation or its shareholders for damages for breach of any
duty owed to the corporation or its shareholders, except that such provision
shall not relieve a director or officer from liability for any breach of duty
based upon an act or omission (a) in breach of such person's duty of loyalty to
the corporation or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of an
improper personal benefit.  As used in this subsection, an act or omission in
breach of a person's duty of loyalty means an act or omission which that person
knows or believes to be contrary to the best interests of the corporation or its
shareholders in connection with a matter in which he has a material conflict of
interest."

    In addition, Section 14A:3-5 (1995) of the New Jersey Business Corporation
Act (1995) provides as follows:

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

(1)  As used in this section,

    (a) "Corporate agent" means any person who is or was a director, officer,
employee or agent of the indemnifying corporation or of any constituent
corporation absorbed by the indemnifying corporation in a consolidation or
merger and any person who is or was a director, officer, trustee, employee or
agent of any other enterprise, serving as such at the request of the
indemnifying corporation, or of any such constituent corporation, or the legal
representative of any such director, officer, trustee, employee or agent;

    (b) "Other enterprise" means any domestic or foreign corporation, other than
the indemnifying corporation, and any partnership, joint venture, sole
proprietorship, trust or other enterprise, whether or not for profit, served by
a corporate agent;

    (c) "Expenses" means reasonable costs, disbursements and counsel fees;

    (d) "Liabilities" means amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties;

    (e) "Proceeding" means any pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, and any appeal therein
and any inquiry or investigation which could lead to such action, suit or
proceeding; and

    (f) References to "other enterprises" include employee benefit plans;
references to "fines" include any excise taxes assessed on a person with respect
to an employee benefit plan; and references to "serving at the request of the
indemnifying corporation" include any service as a corporate agent which imposes
duties on, or involves services by, the corporate agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner the person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.

    (2) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses and liabilities in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation, if:

                                      II-2
<PAGE>
 
    (a) such corporate agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation; and

    (b) with respect to any criminal proceeding, such corporate agent had no
reasonable cause to believe his conduct was unlawful.  The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not of itself create a presumption that such
corporate agent did not meet the applicable standards of conduct set forth in
paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b).

    (3) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses in connection with any proceeding by or in the right of the
corporation to procure a judgment in its favor which involves the corporate
agent by reason of his being or having been such corporate agent, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or matter as to
which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the court
in which such proceeding was brought shall determine upon application that
despite the adjudication of liability, but in view of all circumstances of the
case, such corporate agent is fairly and reasonably entitled to indemnity for
such expenses as the Superior Court or such other court shall deem proper.

    (4) Any corporation organized for any purpose under any general or special
law of this State shall indemnify a corporate agent against expenses to the
extent that such corporate agent has been successful on the merits or otherwise
in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or in
defense of any claim, issue or matter therein.

    (5) Any indemnification under subsection 14A:3-5(2) and, unless ordered by a
court, under subsection 14A:3-5(3) may be made by the corporation only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3).
Unless otherwise provided in the certificate of incorporation or bylaws, such
determination shall be made

    (a) by the board of directors or a committee thereof, acting by a majority
vote of a quorum consisting of directors who were not parties to or otherwise
involved in the proceeding; or

    (b) if such a quorum is not obtainable, or, even if obtainable and such
quorum of the board of directors or committee by a majority vote of the
disinterested directors so directs, by independent legal counsel, in a written
opinion, such counsel to be designated by the board of directors; or

    (c) by the shareholders if the certificate of incorporation or bylaws or a
resolution of the board of directors or of the shareholders so directs.

    (6) Expenses incurred by a corporate agent in connection with a proceeding
may be paid by the corporation in advance of the final disposition of the
proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified as
provided in this section.

    (7) (a)  If a corporation upon application of a corporate agent has failed
or refused to provide indemnification as required under subsection 14A:3-5(4) or
permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a corporate
agent may apply to a court for an award of indemnification by the corporation,
and such court

                                      II-3
<PAGE>
 
    (i)  may award indemnification to the extent authorized under subsections
14A:3-5(2) and 14A:3-5(3) and shall award indemnification to the extent required
under subsection 14A:3-5(4), notwithstanding any contrary determination which
may have been made under subsection 14A:3-5(5); and

    (ii)  may allow reasonable expenses to the extent authorized by, and subject
to the provisions of, subsection 14A:3-5(6), if the court shall find that the
corporate agent has by his pleadings or during the course of the proceeding
raised genuine issues of fact or law.

    (b)   Application for such indemnification may be made:

    (i)   in the civil action in which the expenses were or are to be incurred
or other amounts were or are to be paid; or

    (ii)  to the Superior Court in a separate proceeding.  If the application is
for indemnification arising out of a civil action, it shall set forth reasonable
cause for the failure to make application for such relief in the action or
proceeding in which the expenses were or are to be incurred or other amounts
were or are to be paid.

    The application shall set forth the disposition of any previous application
for indemnification and shall be made in such manner and form as may be required
by the applicable rules of court or, in the absence thereof, by direction of the
court to which it is made.  Such application shall be upon notice to the
corporation.  The court may also direct that notice shall be given at the
expense of the corporation to the shareholders and such other person as it may
designate in such manner as it may require.

    (8)   The indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of this section shall not exclude any other
rights, including the right to be indemnified against liabilities and expenses
incurred in proceedings by or in the right of the corporation, to which a
corporate agent may be entitled under a certificate of incorporation, bylaw,
agreement, vote of shareholders, or otherwise; provided that no indemnification
shall be made to or on behalf of a corporate agent if a judgment or other final
adjudication adverse to the corporate agent establishes that his acts or
omissions (a) were in breach of his duty of loyalty to the corporation or its
shareholders, as defined in subsection (3) of N.J.S.14A:2-7, (b) were not in
good faith or involved a knowing violation of law or (c) resulted in receipt by
the corporate agent of an improper personal benefit.

    (9)   Any corporation organized for any purpose under any general or special
law of this State shall have the power to purchase and maintain insurance on
behalf of any corporate agent against any expenses incurred in any proceeding
and any liabilities asserted against him by reason of his being or having been a
corporate agent, whether or not the corporation would have the power to
indemnify him against such expenses and liabilities under the provisions of this
section.  The corporation may purchase such insurance from, or such insurance
may be reinsured in whole or in part by, an insurer owned by or otherwise
affiliated with the corporation, whether or not such insurer does business with
other insureds.

    (10)  The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate of
incorporation or bylaws authorizing the exercise of such powers.

    (11)  Except as required by subsection 14A:3-5(4), no indemnification shall
be made or expenses advanced by a corporation under this section, and none shall
be ordered by a court, if such action would be inconsistent with a provision of
the certificate of incorporation, a bylaw, a resolution of the board of
directors or of the shareholders, an agreement or other proper corporate action,
in effect at the time of the accrual of the alleged cause of action asserted in
the proceeding, which prohibits, limits or otherwise conditions the exercise of
indemnification powers by the corporation or the rights of indemnification to
which a corporate agent may be entitled.

                                      II-4
<PAGE>
 
    (12) This section does not limit a corporation's power to pay or reimburse
expenses incurred by a corporate agent in connection with the corporate agent's
appearance as a witness in a proceeding at a time when the corporate agent has
not been made a party to the proceeding.

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

         Not Applicable.

                                      II-5
<PAGE>
 
Item 8.  Exhibits
         --------

    Exhibit Number  Exhibit
    --------------  -------

         4.0        Instruments Defining Rights of Shareholders. Reference is
                    made to Registrant's Registration Statement No. 000-22175 on
                    Form 8-A which is incorporated herein by reference pursuant
                    to Item 3(c).
             
         5.0        Opinion of Brobeck, Phleger & Harrison LLP.
         23.1       Consent of Independent Accountants - Coopers & Lybrand
                    L.L.P.
         23.2       Consent of Independent Accountants - Arthur Andersen LLP.
         23.3       Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.
         24.0       Power of Attorney.  Reference is made to page II-4 of this
                    Registration Statement.
         99.1       MicroOptical Devices, Inc. 1996 Stock Option Plan.
         99.2       Form of Notice of Grant of Stock Option and Stock Option
                    Agreement in connection with the MicroOptical Devices, Inc.
                    1996 Stock Option Plan.
         99.3       Form of Stock Option Assumption Agreement.

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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (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, and (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 clauses (1)(i) and (1)(ii) shall 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 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 Act 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 MicroOptical Devices, Inc. 1996 Stock
Option Plan.

  B.        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions summarized in Item 6 or
otherwise, the Registrant has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-6
<PAGE>
 
                                  SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Somerset,
State of New Jersey, on this 5th day of February, 1998.

                                    EMCORE CORPORATION

                                    By /s/  Thomas G. Werthan
                                      ________________________________________
                                      Thomas G. Werthan
                                      Vice President, Finance and Administration
                                      and Chief Financial Officer



KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Reuben F. Richards, Jr. and Thomas G. Werthan and each
of them acting individually, as such person's true and lawful attorneys-in-fact
and agents, each with full power of substitution, for such person, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitutes, may do or cause to be done by virtue
thereof.

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

<TABLE> 
<CAPTION> 


Signatures                  Title                                           Date
----------                  -----                                           ----
<S>                         <C>                                             <C> 

/s/ Reuben F. Richards, Jr.  President, Chief Executive                      February 5, 1998     
-----------------------      Officer and Director (Principal                                      
Reuben F. Richards, Jr.      Executive Officer)                                                    
                           

/s/ Thomas G. Werthan        Vice President, Chief Financial Officer,        February 5, 1998
-----------------------      Secretary and Director                                               
Thomas G. Werthan            (Principal Accounting and Finance Officer)                            
                           


/s/ Thomas J. Russell        Chairman of the Board                           February 5, 1998                           
-----------------------      and Director                                                          
Thomas J. Russell          
</TABLE> 

                                      II-7
<PAGE>
 
<TABLE> 
<CAPTION> 

Signatures                 Title                                           Date
----------                 -----                                           ----
<S>                        <C>                                             <C>  

/s/ Richard A. Stall        Director                                        February 5, 1998                          
-----------------------    
Richard A. Stall 
 

/s/ Robert Louis-Dreyfus    Director                                        February 5, 1998    
-----------------------    
Robert Louis-Dreyfus      


/s/ Hugh H. Fenwick         Director                                        February 5, 1998   
-----------------------    
Hugh H. Fenwick            


/s/ Shigeo Takayama         Director                                        February 5, 1998    
-----------------------    
Shigeo Takayama           


/s/ Charles Scott           Director                                        February 5, 1998 
-----------------------    
Charles Scott              
</TABLE> 
                           

                                      II-8
<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933


                               EMCORE CORPORATION
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


     Exhibit Number  Exhibit
     --------------  -------

            4.0      Instruments Defining Rights of Shareholders. Reference is
                     made to Registrant's Registration Statement No. 000-22175
                     on Form 8-A which is incorporated herein by reference
                     pursuant to Item 3(c).
                 
            5.0      Opinion of Brobeck, Phleger & Harrison LLP.
           23.1      Consent of Independent Accountants - Coopers & Lybrand
                     L.L.P.  
           23.2      Consent of Independent Accountants - Arthur Andersen LLP.
           23.3      Consent of Brobeck, Phleger & Harrison LLP is contained in
                     Exhibit 5.
           24.0      Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.
           99.1      MicroOptical Devices, Inc. 1996 Stock Option Plan.   
           99.2      Form of Notice of Grant of Stock Option and Stock Option
                     Agreement in connection with the MicroOptical Devices, Inc.
                     1996 Stock Option Plan.
           99.3      Form of Stock Option Assumption Agreement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29682}]
{"company-data": {"conformed-name": "EMCORE CORP", "cik": "0000808326", "assigned-sic": "3670", "irs-number": "222746503", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45827", "film-number": "98524673"}, "business-address": {"street1": "394 ELIZABETH AVENUE", "city": "SOMERSET", "state": "NJ", "zip": "08873", "phone": "908271-909"}, "mail-address": {"street1": "394 ELIZABETH AVE", "city": "SOMERSET", "state": "NJ", "zip": "08873"}}
As filed with the Securities and Exchange Commission on February 6, 1998

                                           Registration No. 333-________________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               EMCORE CORPORATION
               (Exact name of issuer as specified in its charter)

        NEW JERSEY                                 22-2746503
  (State or other jurisdiction         (IRS Employer Identification No.)
of incorporation or organization)

                394 ELIZABETH AVENUE, SOMERSET, NEW JERSEY 08873
             (Address of principal executive offices)    (Zip Code)

                            ------------------------
                           MICROOPTICAL DEVICES, INC.
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                            -----------------------
                               THOMAS G. WERTHAN
                   VICE PRESIDENT, FINANCE AND ADMINISTRATION
                               EMCORE CORPORATION
                394 ELIZABETH AVENUE, SOMERSET, NEW JERSEY 08873
                    (Name and address of agent for service)
                                 (732) 271-9090
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
================================================================================================= 
                                                                 Proposed       Proposed
          Title of                                               Maximum        Maximum
         Securities                Amount         Offering      Aggregate      Amount of
            to be                   to be          Price         Offering     Registration
         Registered             Registered(1)   per Share(2)     Price(2)         Fee
-----------------------------   -------------   ------------   ------------   ------------
MicroOptical Devices, Inc.
1996 Stock Option Plan
-----------------------------
Common Stock                       200,996          $0.50       $100,498         $100.00

=================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the MicroOptical Devices, Inc. 1996 Stock
    Option Plan by reason of any stock dividend, stock split, recapitalization
    or other similar transaction effected without the receipt of consideration
    which results in an increase in the number of the Registrant's outstanding
    shares of Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the weighted average
    exercise price of the outstanding options.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

    Emcore Corporation (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

    (a)  The Registrant's prospectus filed on March 7, 1997 relating to an
         initial public offering of Common Stock, pursuant to Rule 424(b) under
         the Securities Exchange Act of 1934 (the "1934 Act"), and containing
         audited financial statements for the Registrant's most recent fiscal
         year.

    (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
         ended March 31, 1997 and June 30, 1997, filed with the Commission on
         May 15, 1997 and August 15, 1997, respectively, and any amendments
         thereto.

    (c)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
         September 30, 1997, filed with the Commission on December 29, 1997, and
         any amendments thereto.

    (d)  The Registrant's Current Report on Form 8-K, filed with the Commission
         on December 22, 1997, and any amendments thereto.

    (e)  The Registrant's Registration Statement No. 000-22175 on Form 8-A filed
         with the Commission on February 26, 1997, in which there is described
         the terms, rights and provisions applicable to the Registrant's
         outstanding Common Stock.

    All reports and definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby 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
hereof 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 herein or in any subsequently filed
document which also 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 a part of this
Registration Statement.

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

         Not Applicable.

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

         Not Applicable.

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

         The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its directors and officers to the full extent
permitted by New Jersey law, including in circumstances in which indemnification
is
otherwise discretionary under New Jersey law.  Section 14A:2-7 of the New Jersey
Business Corporation Act provides that a New Jersey corporation's:

    "certificate of incorporation may provide that a director or officer shall
not be personally liable, or shall be liable only to the extent therein
provided, to the corporation or its shareholders for damages for breach of any
duty owed to the corporation or its shareholders, except that such provision
shall not relieve a director or officer from liability for any breach of duty
based upon an act or omission (a) in breach of such person's duty of loyalty to
the corporation or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of an
improper personal benefit.  As used in this subsection, an act or omission in
breach of a person's duty of loyalty means an act or omission which that person
knows or believes to be contrary to the best interests of the corporation or its
shareholders in connection with a matter in which he has a material conflict of
interest."

    In addition, Section 14A:3-5 (1995) of the New Jersey Business Corporation
Act (1995) provides as follows:

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

(1)  As used in this section,

    (a) "Corporate agent" means any person who is or was a director, officer,
employee or agent of the indemnifying corporation or of any constituent
corporation absorbed by the indemnifying corporation in a consolidation or
merger and any person who is or was a director, officer, trustee, employee or
agent of any other enterprise, serving as such at the request of the
indemnifying corporation, or of any such constituent corporation, or the legal
representative of any such director, officer, trustee, employee or agent;

    (b) "Other enterprise" means any domestic or foreign corporation, other than
the indemnifying corporation, and any partnership, joint venture, sole
proprietorship, trust or other enterprise, whether or not for profit, served by
a corporate agent;

    (c) "Expenses" means reasonable costs, disbursements and counsel fees;

    (d) "Liabilities" means amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties;

    (e) "Proceeding" means any pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, and any appeal therein
and any inquiry or investigation which could lead to such action, suit or
proceeding; and

    (f) References to "other enterprises" include employee benefit plans;
references to "fines" include any excise taxes assessed on a person with respect
to an employee benefit plan; and references to "serving at the request of the
indemnifying corporation" include any service as a corporate agent which imposes
duties on, or involves services by, the corporate agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner the person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.

    (2) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses and liabilities in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation, if:

                                      II-2
(a) such corporate agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation; and

    (b) with respect to any criminal proceeding, such corporate agent had no
reasonable cause to believe his conduct was unlawful.  The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not of itself create a presumption that such
corporate agent did not meet the applicable standards of conduct set forth in
paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b).

    (3) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against
his expenses in connection with any proceeding by or in the right of the
corporation to procure a judgment in its favor which involves the corporate
agent by reason of his being or having been such corporate agent, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or matter as to
which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the court
in which such proceeding was brought shall determine upon application that
despite the adjudication of liability, but in view of all circumstances of the
case, such corporate agent is fairly and reasonably entitled to indemnity for
such expenses as the Superior Court or such other court shall deem proper.

    (4) Any corporation organized for any purpose under any general or special
law of this State shall indemnify a corporate agent against expenses to the
extent that such corporate agent has been successful on the merits or otherwise
in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or in
defense of any claim, issue or matter therein.

    (5) Any indemnification under subsection 14A:3-5(2) and, unless ordered by a
court, under subsection 14A:3-5(3) may be made by the corporation only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3).
Unless otherwise provided in the certificate of incorporation or bylaws, such
determination shall be made

    (a) by the board of directors or a committee thereof, acting by a majority
vote of a quorum consisting of directors who were not parties to or otherwise
involved in the proceeding; or

    (b) if such a quorum is not obtainable, or, even if obtainable and such
quorum of the board of directors or committee by a majority vote of the
disinterested directors so directs, by independent legal counsel, in a written
opinion, such counsel to be designated by the board of directors; or

    (c) by the shareholders if the certificate of incorporation or bylaws or a
resolution of the board of directors or of the shareholders so directs.

    (6) Expenses incurred by a corporate agent in connection with a proceeding
may be paid by the corporation in advance of the final disposition of the
proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified as
provided in this section.

    (7) (a)  If a corporation upon application of a corporate agent has failed
or refused to provide indemnification as required under subsection 14A:3-5(4) or
permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a corporate
agent may apply to a court for an award of indemnification by the corporation,
and such court

                                      II-3
(i)  may award indemnification to the extent authorized under subsections
14A:3-5(2) and 14A:3-5(3) and shall award indemnification to the extent required
under subsection 14A:3-5(4), notwithstanding any contrary determination which
may have been made under subsection 14A:3-5(5); and

    (ii)  may allow reasonable expenses to the extent authorized by, and subject
to the provisions of, subsection 14A:3-5(6), if the court shall find that the
corporate agent has by his pleadings or during the course of the proceeding
raised genuine issues of fact or law.

    (b)   Application for such indemnification may be made:

    (i)   in the civil action in which the expenses were or are to be incurred
or other amounts were or are to be paid; or

    (ii)  to the Superior Court in a separate proceeding.  If the application is
for indemnification arising out of a civil action, it shall set forth reasonable
cause for the failure to make application for such relief in the action or
proceeding in which the expenses were or are to be incurred or other amounts
were or are to be paid.

    The application shall set forth the disposition of any previous application
for indemnification and shall be made in such manner and form as may be required
by the applicable rules of court or, in the absence thereof, by direction of the
court to which it is made.  Such application shall be upon notice to the
corporation.  The court may also direct that notice shall be given at the
expense of the corporation to the shareholders and such other person as it may
designate in such manner as it may require.

    (8)   The indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of this section shall not exclude any other
rights, including the right to be indemnified against liabilities and expenses
incurred in proceedings by or in the right of the corporation, to which a
corporate agent may be entitled under a certificate of incorporation, bylaw,
agreement, vote of shareholders, or otherwise; provided that no indemnification
shall be made to or on behalf of a corporate agent if a judgment or other final
adjudication adverse to the corporate agent establishes that his acts or
omissions (a) were in breach of his duty of loyalty to the corporation or its
shareholders, as defined in subsection (3) of N.J.S.14A:2-7, (b) were not in
good faith or involved a knowing violation of law or (c) resulted in receipt by
the corporate agent of an improper personal benefit.

    (9)   Any corporation organized for any purpose under any general or special
law of this State shall have the power to purchase and maintain insurance on
behalf of any corporate agent against any expenses incurred in any proceeding
and any liabilities asserted against him by reason of his being or having been a
corporate agent, whether or not the corporation would have the power to
indemnify him against such expenses and liabilities under the provisions of this
section.  The corporation may purchase such insurance from, or such insurance
may be reinsured in whole or in part by, an insurer owned by or otherwise
affiliated with the corporation, whether or not such insurer does business with
other insureds.

    (10)  The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate of
incorporation or bylaws authorizing the exercise of such powers.

    (11)  Except as required by subsection 14A:3-5(4), no indemnification shall
be made or expenses advanced by a corporation under this section, and none shall
be ordered by a court, if such action would be inconsistent with a provision of
the certificate of incorporation, a bylaw, a resolution of the board of
directors or of the shareholders, an agreement or other proper corporate action,
in effect at the time of the accrual of the alleged cause of action asserted in
the proceeding, which prohibits, limits or otherwise conditions the exercise of
indemnification powers by the corporation or the rights of indemnification to
which a corporate agent may be entitled.

                                      II-4
(12) This section does not limit a corporation's power to pay or reimburse
expenses incurred by a corporate agent in connection with the corporate agent's
appearance as a witness in a proceeding at a time when the corporate agent has
not been made a party to the proceeding.

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

         Not Applicable.

                                      II-5
Item 8.  Exhibits
         --------

    Exhibit Number  Exhibit
    --------------  -------

         4.0        Instruments Defining Rights of Shareholders. Reference is
                    made to Registrant's Registration Statement No. 000-22175 on
                    Form 8-A which is incorporated herein by reference pursuant
                    to Item 3(c).
             
         5.0        Opinion of Brobeck, Phleger & Harrison LLP.
         23.1       Consent of Independent Accountants - Coopers & Lybrand
                    L.L.P.
         23.2       Consent of Independent Accountants - Arthur Andersen LLP.
         23.3       Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.
         24.0       Power of Attorney.  Reference is made to page II-4 of this
                    Registration Statement.
         99.1       MicroOptical Devices, Inc. 1996 Stock Option Plan.
         99.2       Form of Notice of Grant of Stock Option and Stock Option
                    Agreement in connection with the MicroOptical Devices, Inc.
                    1996 Stock Option Plan.
         99.3       Form of Stock Option Assumption Agreement.

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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (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, and (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 clauses (1)(i) and (1)(ii) shall 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 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 Act 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 MicroOptical Devices, Inc. 1996 Stock
Option Plan.

  B.        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions summarized in Item 6 or
otherwise, the Registrant has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Somerset,
State of New Jersey, on this 5th day of February, 1998.

                                    EMCORE CORPORATION

                                    By /s/  Thomas G. Werthan
                                      ________________________________________
                                      Thomas G. Werthan
                                      Vice President, Finance and Administration
                                      and Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Reuben F. Richards, Jr. and Thomas G. Werthan and each
of them acting individually, as such person's true and lawful attorneys-in-fact
and agents, each with full power of substitution, for such person, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitutes, may do or cause to be done by virtue
thereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signatures                  Title                                           Date
----------                  -----                                           ----
/s/ Reuben F. Richards, Jr.  President, Chief Executive                      February 5, 1998     
-----------------------      Officer and Director (Principal                                      
Reuben F. Richards, Jr.      Executive Officer)                                                    
                           

/s/ Thomas G. Werthan        Vice President, Chief Financial Officer,        February 5, 1998
-----------------------      Secretary and Director                                               
Thomas G. Werthan            (Principal Accounting and Finance Officer)                            
                           

/s/ Thomas J. Russell        Chairman of the Board                           February 5, 1998                           
-----------------------      and Director                                                          
Thomas J. Russell
II-7
Signatures                 Title                                           Date
----------                 -----                                           ----
/s/ Richard A. Stall        Director                                        February 5, 1998                          
-----------------------    
Richard A. Stall 
 

/s/ Robert Louis-Dreyfus    Director                                        February 5, 1998    
-----------------------    
Robert Louis-Dreyfus      

/s/ Hugh H. Fenwick         Director                                        February 5, 1998   
-----------------------    
Hugh H. Fenwick            

/s/ Shigeo Takayama         Director                                        February 5, 1998    
-----------------------    
Shigeo Takayama           

/s/ Charles Scott           Director                                        February 5, 1998 
-----------------------    
Charles Scott
II-8
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933

                               EMCORE CORPORATION
EXHIBIT INDEX
                                 -------------

     Exhibit Number  Exhibit
     --------------  -------

            4.0      Instruments Defining Rights of Shareholders. Reference is
                     made to Registrant's Registration Statement No. 000-22175
                     on Form 8-A which is incorporated herein by reference
                     pursuant to Item 3(c).
                 
            5.0      Opinion of Brobeck, Phleger & Harrison LLP.
           23.1      Consent of Independent Accountants - Coopers & Lybrand
                     L.L.P.  
           23.2      Consent of Independent Accountants - Arthur Andersen LLP.
           23.3      Consent of Brobeck, Phleger & Harrison LLP is contained in
                     Exhibit 5.
           24.0      Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.
           99.1      MicroOptical Devices, Inc. 1996 Stock Option Plan.   
           99.2      Form of Notice of Grant of Stock Option and Stock Option
                     Agreement in connection with the MicroOptical Devices, Inc.
                     1996 Stock Option Plan.
           99.3      Form of Stock Option Assumption Agreement.