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 02184 (617) 848-7100
          (Address and telephone number of Principal Executive Offices)

                             HAEMONETICS CORPORATION

                1998 Stock Option Plan for Non-Employee Directors
                            (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 for service)


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




                                      - 1 -

<PAGE>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
      <S>                     <C>                       <C>               <C>                    <C>  
  
                                                         Proposed           Proposed
      Title of                                           Maximum            Maximum
      Securities              Amount                     Offering           Aggregate            Amount of
      to be                   to be                      Price              Offering             Registration
      Registered              Registered                 Per Share          Price                Fee

      Common                    6,000 shares             $15.1563           $   90,937.80
      Stock, par              494,000 shares             $15.59             $7,701,460.00
      value $.01
      per share

TOTAL                         500,000 shares                                $7,792,397.80        $2,299
</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 with respect to 494,000 of the
        shares  registered  on the basis of the average of the high and low sale
        prices on the New York  Stock  Exchange  on August  11,  1998;  and with
        respect to the  remaining  6,000 shares  registered  on the basis of the
        price at which options may be exercised.


                                      - 2 -

                                     <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

                                      - 3 -

<PAGE>



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

        "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:


                                      - 4 -

<PAGE>



                                  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, 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

                                      - 5 -

<PAGE>



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.

        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

Number          Description

  4A            Haemonetics Corporation 1998 Stock Option Plan for Non-Employee
                Directors

  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:

                                      - 6 -

<PAGE>



                (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 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.

                                      - 7 -

<PAGE>



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.


                                      - 8 -

<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>
<S>                                             <C>                                                  <C>  

                                                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

</TABLE>


                                      - 9 -

<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.

                                              /s/Arthur Andersen LLP
                                              ARTHUR ANDERSEN LLP


Boston, Massachusetts,
        August 7, 1998


320913-1

                                     - 10 -

<PAGE>
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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 02184 (617) 848-7100
          (Address and telephone number of Principal Executive Offices)

                             HAEMONETICS CORPORATION

                1998 Stock Option Plan for Non-Employee Directors
                            (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 for service)

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

                                      - 1 -
CALCULATION OF REGISTRATION FEE
Proposed           Proposed
      Title of                                           Maximum            Maximum
      Securities              Amount                     Offering           Aggregate            Amount of
      to be                   to be                      Price              Offering             Registration
      Registered              Registered                 Per Share          Price                Fee

      Common                    6,000 shares             $15.1563           $   90,937.80
      Stock, par              494,000 shares             $15.59             $7,701,460.00
      value $.01
      per share

TOTAL                         500,000 shares                                $7,792,397.80        $2,299
(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 with respect to 494,000 of the
        shares  registered  on the basis of the average of the high and low sale
        prices on the New York  Stock  Exchange  on August  11,  1998;  and with
        respect to the  remaining  6,000 shares  registered  on the basis of the
        price at which options may be exercised.

                                      - 2 -
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

                                      - 3 -
Section 67 of Chapter  156B of the General Laws of the  Commonwealth  of
Massachusetts provides as follows:

        "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:

                                      - 4 -
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, 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

                                      - 5 -
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.

        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

Number          Description

  4A            Haemonetics Corporation 1998 Stock Option Plan for Non-Employee
                Directors

  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:

                                      - 6 -
(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 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.

                                      - 7 -
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.

                                      - 8 -
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
- 9 -
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.

                                              /s/Arthur Andersen LLP
                                              ARTHUR ANDERSEN LLP

Boston, Massachusetts,
        August 7, 1998

320913-1

                                     - 10 -