File No.  333-


   As filed with the Securities and Exchange Commission on March 31, 2000.

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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


    Delaware                                                 03-0221503
----------------------                                       ----------------
(State or other jurisdiction                                (I.R.S. Employer
or incorporation or organization)                           Indemnification No.)


701 Daniel Webster Highway,   Merrimack, New Hampshire        03054
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)


                   CHEMFAB CORPORATION 1999 STOCK OPTION PLAN
     ---------------------------------------------------------------------
                            (Full title of the plan)


      John W. Verbicky              Copy to:          David Engel, Esq.
      Chief Executive Officer                         Bingham Dana LLP
      Chemfab Corporation                             150 Federal Street
      701 Daniel Webster Highway                      Boston, MA  02110
      Merrimack, NH  03054
-------------------------------------------------------------------------------
                    (Name and address of agent for service)


      (603) 424-9000                                  (617) 951-8000
-------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

Title of        Amount        Proposed Maximum Proposed Maximum    Amount of
Securities to   to be         Offering         Aggregate Offering  Registration
be Registered   Registered    Price Per Share  Price               Fee
--------------------------------------------------------------------------------

Common Stock,    500,000(1)                 (2)              (2)   $1,881.00
$.10 Par Value
<PAGE>

(1)  Consists  of 500,000  shares  subject to  issuance  upon  exercise of stock
options  granted  or to be  granted  under  the  Plan,  which  shares  are being
registered for resale hereby.

(2) Estimated  pursuant to Rule 457(h) solely for the purpose of determining the
registration  fee. It is not known how many shares will be  purchased  under the
Plan or at what  price  such  shares  will be  purchased.  The  purpose  maximum
aggregate  offering price per share and the proposed maximum aggregate  offering
price have been calculated  assuming the issuance of shares of Common Stock upon
exercise of stock  options to be granted  under the Plan at an assumed  exercise
price of $14.250  per  share,  which  price was the  average of the high and low
prices of the  Registrant's  Common Stock reported in the  consolidated  trading
system of the New York Stock Exchange on March 27, 2000.

   Pursuant  to Rule 429  promulgated  under  the  Securities  Act of  1933,  as
amended,  the Prospectus  included in this Registration  Statement is a combined
Prospectus  that relates also to  Registration  Statements on Form S-8 (File No.
33-61946,  File No.  333-07139 and File No.  333-46985)  previously filed by the
Registrant  on April  30,  1993,  on June 28,  1996 and on  February  27,  1998,
respctively.

                               EXPLANATORY NOTE

      On April 30, 1993, the Registrant  filed a Registration  Statement on Form
S-8 (File No. 33-61946)  (hereinafter,  the "First Registration  Statement") for
purposes of effecting  the  registration  under the  Securities  Act of 1933, as
amended (the  "Securities  Act"),  of (i) 500,000  shares (which became  750,000
shares, as a result of a 3-for-2 stock dividend of the Registrant's Common Stock
effected on February 22, 1996 (the "Stock Dividend")) of common stock, $0.10 par
value per share ("Common  Stock"),  issuable by the Registrant  upon exercise of
stock options  granted or to be granted by the  Registrant  under its 1991 Stock
Option Plan (the "1991  Plan"),  and (ii) 50,000  shares  (which  became  75,000
shares,  as a result of the Stock  Dividend)  of Common  Stock  issuable  by the
Registrant  upon  exercise  of stock  options  granted  or to be  granted by the
Registrant under its 1991 Chemfab Employee Stock Option Plan. Subsequently,  the
Company  amended and  restated  the 1991 Plan (the 1991 Plan,  as so amended and
restated,  being  referred to as the "First Amended and Restated 1991 Plan") for
purposes of, among other things,  increasing  the aggregate  number of shares of
Common Stock  subject to issuance  under the Amended and Restated 1991 Plan from
750,000 to 1,500,000  shares.  On June 28, 1996, the  Registrant  filed a second
Registration  Statement  on Form S-8  (File  No.  333-07139)  (hereinafter,  the
"Second  Registration  Statement")  for purposes of effecting  the  registration
under the  Securities  Act of 1,270,875  shares  (including  the 750,000  shares
previously  registered)  of Common  Stock for  issuance  upon  exercise of stock
options granted under the First Amended and Restated 1991 Plan.

      Thereafter,  the Company  twice amended and restated the First Amended and
Restated  1991 Plan (the First Amended and Restated 1991 Plan, as so amended and
restated,  being  referred to as the "Third Amended and Restated 1991 Plan") for
purposes of, among other things,  increasing  the aggregate  number of shares of
Common Stock subject to issuance  under the Third Amended and Restated 1991 Plan
from 1,500,000 to 1,950,000 shares. On February 27, 1998, the Registrant filed a
third Registration  Statement on Form S-8 (File No.  333-46985)(hereinafter  the
"Third Registration Statement") for purposes of effecting the registration under
the  Securities Act of 450,000 Shares of Common Stock for issuance upon exercise
of stock options granted under the Third Amended and Restated 1991 Plan.
<PAGE>

      This  Registration  Statement  on Form S-8 has  been  prepared  and  filed
pursuant to and in accordance with the  requirements  of General  Instructions C
and E to Form S-8 for  purposes  of (i)  effecting  the  registration  under the
Securities  Act of the  additional  500,000  shares of Common  Stock  subject to
issuance upon exercise of stock options  granted or to be granted under the 1999
Stock Option Plan, and (ii) including a Prospectus  prepared in accordance  with
the requirements of Part I of Form S-3 (the "Reoffer Prospectus"), which Reoffer
Prospectus  may be used by certain  selling  stockholders  of the  Registrant to
reoffer for resale  those  shares of Common  Stock  registered  pursuant to this
Registration  Statement or the First,  Second or Third  Registration  Statements
that have been  acquired or will be acquired by such selling  stockholders  upon
exercise of stock options  granted or to be granted to them under the 1999 Stock
Option  Plan or the Third  Amended  and  Restated  1991 Stock  Option  Plan,  as
applicable.

      Pursuant  to General  Instruction  E to Form S-8,  the  Registrant  hereby
incorporates  herein by reference  the  contents of the First,  Second and Third
Registration Statements,  except for the contents of Item 8 of the First, Second
and Third Registration Statements,  the Exhibit Indices thereto and the Exhibits
filed therewith.

                            UP TO 2,450,000 SHARES
                             CHEMFAB CORPORATION
                                 COMMON STOCK

This  Prospectus  relates  to the  offer and sale of up to  2,450,000  shares of
common stock of Chemfab Corporation that have been or will have been issued upon
exercise of stock options  granted or to be granted under  Chemfab's  1999 Stock
Option Plan or the Third  Amended  and  Restated  1991 Stock  Option Plan to the
officers and directors of the Company listed herein as the selling stockholders.
Chemfab  will not  receive  any of the  proceeds  from the sale of shares by the
selling stockholders.

Chemfab's  common stock trades on the New York Stock  Exchange  under the symbol
"CFA." On March 22,  2000,  the  closing  sale  price of the  common  stock,  as
reported by the New York Stock Exchange, was $14.3750 per share.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved  these  securities or determined  whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                                                                    Proceeds to
                           Price to              Discounts           Selling
                            Public            and Commissions      Stockholders

     Per Share               (1)                   (1)(2)            (1)(2)
     Total                   (1)                   (1)(2)            (1)(2)

All or a portion of the shares offered under this  prospectus may be sold by the
selling  stockholders from time to time in one or a combination of the following
transactions:

o            transactions (which may involve block transactions) on the New York
             Stock Exchange,  or otherwise,  at market prices  prevailing at the
             time of sale or at prices related to such prevailing market prices;
             or
<PAGE>

o            privately negotiated transactions at negotiated prices. The selling
             stockholders  may carry out these  transactions  by  selling  their
             shares  directly to purchasers or by selling their shares  directly
             to or through brokers or dealers,  and those brokers or dealers may
             receive  compensation  in the  form of  discounts,  concessions  or
             commissions  from the selling  stockholders  or the  purchasers  of
             their shares.

(2) All of the expenses of this offering, which are estimated at $5,000, will be
  paid  by  Chemfab.   Chemfab  will  not  be  responsible  for  any  discounts,
  concessions,  commissions or other compensation due to any broker or dealer in
  connection  with the sale of any of the shares offered under this  prospectus,
  which will be borne by the selling stockholders.

                              AVAILABLE INFORMATION

      Chemfab is  subject  to the  information  requirements  of the  Securities
Exchange Act of 1934,  as amended and files reports and other  information  with
the Securities and Exchange  Commission.  These reports and information  filings
can be  inspected  and copied at the SEC's  Office of Public  Reference  at Room
1024, 450 Fifth Street,  N.W.  Washington,  D.C. 20549 and at the SEC's New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048, and
Chicago Regional Office, Citicorp Center, 500 West Madison, Suite 1400, Chicago,
Illinois  60661.  Copies of these  materials can also be obtained from the SEC's
Public Reference Section at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549 at
prescribed rates or, certain of these materials can also be obtained through the
SEC's World Wide Web site (http://www.sec.gov).

      The Company  has filed with the SEC  registration  statements  on Form S-8
under the  Securities  Act with respect to the common stock  offered  under this
prospectus.  This prospectus does not contain all of the information included in
those  registration  statements  and the exhibits  and  schedules  thereto.  For
further  information  with  respect  to  Chemfab,  you  should  refer  to  those
registration statements and to the schedules and exhibits filed with them.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by Chemfab with the SEC are  incorporated
into and made a part of this prospectus:

o     Chemfab's Annual Report on Form 10-K for the fiscal year ended June 30,
      1999;

o            all reports  previously  filed by Chemfab  under  Section  13(a) or
             15(d) of the Exchange Act,  since the end of Chemfab's  1999 fiscal
             year; and (3) the

o            the   description  of  the  common  stock  contained  in  Chemfab's
             registration  statement  on Form 8-A  filed  with the SEC under the
             Exchange Act.

      In  addition,  all  documents  subsequently  filed by Chemfab  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which  indicates that all securities  offered by this
prospectus  have  been  sold or which  deregisters  all of the  securities  then
remaining  unsold,  shall be deemed to be  incorporated  into and made a part of
this prospectus.
<PAGE>

      Any person  receiving a copy of this prospectus may obtain without charge,
upon written or oral request,  a copy of (1) any of the documents (without their
exhibits)  that are  incorporated  into this  prospectus  and (2)  copies of all
reports, proxy statements and other communications distributed by Chemfab to its
security  holders  generally  (but  only  to  the  extent  such  reports,  proxy
statements  and other  communications  have not  already  been  received by such
person).  Requests  should  be  addressed  to  Chemfab  Corporation,  Attention:
Secretary, 701 Daniel Webster Highway, Merrimack, New Hampshire 03054.

                           FORWARD-LOOKING STATEMENTS

      Except  for the  historical  information  contained  herein,  the  matters
discussed in this prospectus are  forward-looking  statements within the meaning
of the Private Securities  Litigation Reform Act of 1995, as amended.  Investors
are cautioned that forward-looking  statements are inherently uncertain.  Actual
performance and results may differ  materially from those projected or suggested
due to  certain  risks  and  uncertainties.  Additional  information  concerning
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from those  projected or  suggested  is  contained in the  Company's
Annual  Report on Form 10-K for the fiscal  year  ended June 30,  1999 which has
been filed with the  Securities  and  Exchange  Commission  and is  incorporated
herein by reference.  Investors are also directed toward information  concerning
certain risks and uncertainties contained in documents subsequently filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended, and incorporated herein by reference.

                                  THE COMPANY

      Chemfab, together with its consolidated subsidiaries, develops,
manufactures and markets polymer-based engineered products and materials systems
for use in specialized and severe service  environments.  Its products typically
consist  of  fiber-reinforced  flexible  composites,  coated or  laminated  with
fluoropolymers,   and   specialty   fluoropolymer   films.   Worldwide   end-use
applications are in electrical,  environmental, food processing,  architectural,
aerospace,   communications,   laboratory  test,  protective  systems,  consumer
bakeware,  other industrial  markets,  and medical  electronics,  personal care,
health care,  and  specialty  apparel  markets.  Chemfab's  principal  executive
offices are located at 701 Daniel  Webster  Highway,  Merrimack,  New  Hampshire
03054, and its telephone number is (603) 424-9000.

                                USE OF PROCEEDS

      Chemfab  will not receive any of the  proceeds  from the sale of shares by
the selling stockholders.

                            SELLING STOCKHOLDERS

The following table sets forth the names of the selling stockholders, the number
of outstanding shares of Chemfab common stock beneficially owned by each of them
as of February 29, 2000, and the number of shares available for resale hereunder
by each of them.  Since  each of the  selling  stockholders  may sell all or any
portion of shares of his or her shares,  Chemfab  cannot  estimate the number of
shares  of  common  stock  that will be held by the  selling  stockholders  upon
termination of this offering.
<PAGE>


                                                            Number Of
                                      Shares             Shares Available
Name                            Beneficially Owned (1)    for Resale (2)
---------------------------     ----------------------   ----------------

Hilary A. Arwine(3)                    14,880                 37,000
Paul M. Cook(4)                       300,090                 54,000
Warren C. Cook(5)                     196,127                 54,000
Michael P. Cushman(6)                  21,484                 43,475
Dennis L. Filger (7)                    1,000                 32,000
Robert E. McGill, III(8)               33,250                 39,000
James E. McGrath(9)                    36,000                 24,000
Duane C. Montopoli(10)                178,500                124,500
Moosa E. Moosa(11)                     51,250                 72,000
Nicholas Pappas(12)                    77,500                 74,000
Thomas C. Platt III(13)                23,250                 57,000
Charles Tilgner III(14)                25,522                 35,050
John W. Verbicky(15)                  149,250                213,000


(1)  Unless otherwise noted,  each person  identified  possesses sole voting and
     investment power with respect to shares, subject to community property laws
     where  applicable.  Includes an aggregate of 603,200 shares of common stock
     subject  to stock  options  held by the  selling  stockholders  that can be
     exercised to purchase such shares on or before April 30, 2000, as follows:

     52,500 shares for Mr. Paul Cook, 52,500 shares for Mr. Warren Cook,
     39,250 shares for Mr. Moosa, 26,250 shares for Mr. McGill, 22,500 shares
     for Mr. McGrath, 116,000 shares for Mr. Montopoli, 14,500 shares for Ms.
     Arwine, 67,500 shares for Mr. Pappas, 20,975 shares for Mr. Cushman,
     22,725 shares for Mr. Tilgner, 146,750 shares for Mr. Verbicky, 21,750
     shares for Mr. Platt, and 0 shares for Mr. Filger.

(2)  Consists  of  outstanding  options  granted  to  the  selling  stockholders
     pursuant to Chemfab's Third Amended and Restated 1991 Stock Option Plan and
     1999 Stock Option Plan.
(3)  Ms. Arwine is the Company's Corporate Controller.

(4)  Includes 247,590 shares held by the Paul and Marcia Cook Living Trust, as
     to which Mr. Cook and his wife share voting and investment power.
     Mr. Cook is a director of the Company.

(5)  Includes 86,300 shares held in trust for the benefit of Mr. Cook's two
     children, as to which Mr. Cook has no voting or investment power and
     disclaims beneficial ownership.  Mr. Cook is a director of the Company.

(6)  Includes 224 shares held by Mr. Cushman's children, as to which Mr.
     Cushman disclaims beneficial ownership. Mr. Cushman is the Company's Vice
     President - Americas Business Group.

(7)  Mr. Filger is Vice President - Corporate Development and Technology of the
     Company.

(8)  Mr. McGill is a director of the Company.
<PAGE>


(9)  Mr. McGrath is a director of the Company

(10) Includes 4,500 shares held by Mr. Montopoli as custodian for his two
     children, as to which Mr. Montopoli disclaims beneficial ownership.
     Mr. Montopoli is a director of the Company

(11) Mr. Moosa is Vice President-Mergers and Acquisitions of the Company.

(12) Mr. Pappas is a director of the Company.

(13) Mr. Platt is the Company's Vice President - General Counsel,
     Administration and Secretary.

(14) Includes 15 shares held by Mr. Tilgner's wife, as to which Mr. Tilgner
     disclaims beneficial ownership.  Mr. Tilgner is the Company's Vice
     President and Director of U.S. Operations and Engineering.

(15) Mr. Verbicky is the Company's President and Chief Executive Officer, and a
     director.

                              PLAN OF DISTRIBUTION

All or a portion of the shares offered under this  prospectus may be sold by the
selling  stockholders from time to time in one or a combination of the following
transactions:

o            transactions (which may involve block transactions) on the New York
             Stock Exchange,  or otherwise,  at market prices  prevailing at the
             time of sale or at prices related to such prevailing market prices;
             or

o            privately negotiated transactions at negotiated prices. The selling
             stockholders  may carry out these  transactions  by  selling  their
             shares  directly to purchasers or by selling their shares  directly
             to or through brokers or dealers,  and those brokers or dealers may
             receive  compensation  in the  form of  discounts,  concessions  or
             commissions  from the selling  stockholders  or the  purchasers  of
             their shares.

     In addition to sales pursuant to this prospectus,  selling stockholders may
also  effect  sales of all or any  portion  of the Shares  pursuant  to Rule 144
promulgated under the Securities Act.

     All expenses  incurred in  connection  with this  offering will be borne by
Chemfab,   except  for  any   discounts,   concessions,   commissions  or  other
compensation  due to any broker or dealer in connection  with the sale of any of
the shares  offered  under this  prospectus,  which will be borne by the selling
stockholders.

                                    EXPERTS

      The consolidated  financial statements of Chemfab Corporation appearing in
Chemfab  Corporation's  Annual  Report  (Form  10-K) for the year ended June 30,
1999, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included  therein and incorporated  herein by reference.
Such financial  statements are, and audited financial  statements to be included
in subsequently  filed documents will be,  incorporated  herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent   covered  by   consents   filed  with  the   Securities   and   Exchange
Commission)given  upon the authority of such firm as experts in  accounting  and
auditing.
<PAGE>


      The validity of the Shares of Common Stock being  offered  hereby is being
passed upon by Bingham Dana LLP.


     No dealer, sales representative,
or any other person has been authorized           2,450,000 SHARES
to give any information or to make any
representations in connection with this
offering other than those contained in
this prospectus, and, if given or made,
such information or representations
must not be relied upon as having been
authorized by Chemfab or any
selling stockholder. This prospectus
does not constitute an offer to sell or
a solicitation of an offer to buy any
securities other than the shares of
common stock to which it relates or an
offer to, or a solicitation of, any
person in any jurisdiction where such
an offer or solicitation would be
unlawful. Neither the delivery of this
prospectus nor any sale made hereunder
shall, under any circumstances, create
an implication that there has been no
change in the affairs of Chemfab
since the date hereof or that
information contained herein is correct
as of any time subsequent to the date
hereof.



<PAGE>



            ---------------
            TABLE OF CONTENTS                    CHEMFAB CORPORATION
            ---------------


                                   Page
                                   ----

Available Information              4               COMMON STOCK
Incorporation of Certain Documents
  by Reference                     4
The Company                        5
Use of Proceeds                    5
Selling Stockholders               5
Plan of Distribution               7
Experts                            7             -------------------
                                                     PROSPECTUS
                                                 -------------------

                                 March 31, 2000




                                     PART II
                                     ------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

The following exhibits are filed as part of this Registration Statement:


     3(a)  Certificate of  Incorporation of the Company filed as Exhibit 3(a) to
           the Company's  Annual Report on Form 10-K for the year ended June 30,
           1996 is incorporated herein by reference.

  3(a)(1)  Certificate  of  Amendment to  Certificate  of  Incorporation  of the
           Company (effective  November 6, 1991) filed as Exhibit 3(a)(1) to the
           Company's Annual Report on Form 10-K for the year ended June 30, 1996
           is incorporated herein by reference.


     3(b)  By-Laws  of the  Company  filed  as  Exhibit  3(b)  to the  Company's
           Registration  Statement on Form S-1 (File No. 2-85949) filed November
           10, 1983 is incorporated herein by reference.


     4(a)  Specimen  Common  Stock  Certificate  filed  as  Exhibit  4(a) to the
           Company's Annual Report on Form 10-K for the year ended June 30, 1997
           is incorporated herein by reference.


     4(b)  See Exhibit 3(a) above.

     4(c)  See Exhibit 3(b) above.

<PAGE>



  4(d)(1)  Forms of Stock  Option  Agreements  under the  Company's  1991  Stock
           Option Plan filed as Exhibit  10(a)(8) to the Company's Annual Report
           on Form 10-K for the year ended June 30, 1995 are incorporated herein
           by reference.


  4(d)(2)  Form of Amendment  to 1986 and/or 1991 Stock  Option Plan  Agreements
           filed as Exhibit 10(a)(4) to the Company's Annual Report on Form 10-K
           for  the  year  ended  June  30,  1999  are  incorporated  herein  by
           reference.


  4(d)(3)  Forms of Stock Option Agreements under Plan, for Officers, Directors,
           Director Consultants, and Non-Officer Employees,  relative to options
           issued on or after the effective date of Amendment No. 2 to the Plan,
           filed as Exhibit 10(a)(16) to the Company's  Quarterly Report on Form
           10-Q for the quarter ended December 28, 1997 is incorporated  here in
           by reference.

  4(d)(4)  Third  Amended and  Restated  Chemfab  Corporation  1991 Stock Option
           Plan.  Filed as Exhibit  10(a)(15) to the Company's  Annual Report on
           Form 10-K for the year ended June 30, 1998 is incorporated  herein by
           reference.


  4(d)(5)  Chemfab Corporation 1999 Stock Option Plan.

  5        Opinion of Bingham Dana LLP as to the legality of the securities
           being registered.

 23(a)     Consent of Ernst & Young LLP.

 23(b)    Consent of Bingham Dana LLP,  contained in legal  opinion set forth as
          Exhibit 5 attached hereto.

 24       Power of Attorney.





<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Merrimack, State of New Hampshire, on the 31st day of
March 2000.


                              CHEMFAB CORPORATION

                              By:  /s/ John W. Verbicky
                                   ------------------------------
                                   John W. Verbicky
                                    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 date indicated.

Signature                   Title                         Date

/s/ John W. Verbicky        President, Chief Executive         March 31, 2000
---------------------------  Officer and Director
John W. Verbicky

/s/ Laurence E. Richard     Vice President-Finance,            March 31, 2000
-------------------------   Treasurer and Chief Financial
Laurence E. Richard         Officer (principal financial
                            officer)

/s/ Hilary A. Arwine        Corporate Controller               March 31, 2000
--------------------------   (principal accounting officer)
Hilary A. Arwine

          *                 Director                           March 31, 2000
--------------------------
Paul M. Cook

          *                 Director                           March 31, 2000
--------------------------
Warren C. Cook

          *                 Director                           March 31, 2000
--------------------------
Robert E. McGill III

          *                 Director                           March 31, 2000
--------------------------
James E. McGrath

          *                 Director                           March 31, 2000
--------------------------
Duane C. Montopoli
<PAGE>

Signature                   Title                         Date


          *                 Director                           March 31, 2000
--------------------------
Nicholas Pappas


* By   /s/ John W. Verbicky
    --------------------------
     John W. Verbicky
     Attorney-in-Fact






<PAGE>


Exhibit 4(d)(5)
                               CHEMFAB CORPORATION

                             1999 STOCK OPTION PLAN


      1.    Definitions.  As used in this 1999 Stock  Option  Plan of  Chemfab
            -----------
Corporation the following terms shall have the following meanings:

      Annual  Shareholders  Meeting  shall have the  meaning  ascribed  to it in
Section 6.

      As Adjusted means as appropriately adjusted for stock dividends payable in
the Stock,  split-ups and  contractions of the Stock,  reclassifications  of the
Stock,  or similar  changes of the  outstanding  shares of the Stock which occur
after  the date of  adoption  of this  1999  Stock  Option  Plan by the Board of
Directors.

      Automatic  Grant Date shall have the  meanings  ascribed  to it in Section
6(a) and (b), as applicable.

      Board of Directors means the Company's board of directors.

      Code means the Federal Internal Revenue Code of 1986, as amended.

      Committee  means  a  committee   comprised  of  two  or  more  Nonemployee
Directors,   appointed  by  the  Board  of   Directors,   responsible   for  the
administration  of the Plan, as provided in Section 4; provided,  that the Board
of Directors itself may at any time, in its sole discretion, exercise any or all
functions and authority of the Committee,  except that the Committee  shall have
exclusive  authority  to exercise  its  functions  and  authority  in respect of
selection  of officers  and  directors  who are not  Nonemployee  Directors  for
participation  in and decisions  concerning a grant or award of an Option to any
of such  persons and the matters set forth in clauses (b) through (h) of Section
4 (and any other matters concerning the timing, pricing and amount of a grant or
award) in respect of any such persons.

      Company means Chemfab Corporation, a Delaware corporation.
      -------

      Grant Date means the date on which an Option is granted,  as  specified in
Section 8 or, as applicable, in Section 6.

      Incentive Option means an Option which by its terms is to be treated as an
"incentive stock option" within the meaning of Section 422 of the Code.

      Market Value means the closing price for a share of the Stock on any date.

      Nonemployee Director means a director of the Company who is not an officer
or employee of the Company.
<PAGE>


      Nonstatutory Option means any Option that is not an Incentive Option.

      Option means an option to purchase  shares of the Stock  granted under the
Plan.

      Option  Agreement means an agreement  between the Company and an Optionee,
setting forth the terms and conditions of an Option.

      Option Price means the price paid or to be paid by an Optionee for a share
of Stock upon exercise of an Option.

      Optionee  means a person  eligible  to receive an Option,  as  provided in
Section 7, to whom an Option shall have been granted under the Plan.

      Plan means this 1999 Stock Option Plan of the Company.

      Stock means common stock, par value $.10 per share, of the Company.

      Ten Percent Owner means a person who owns, or is deemed within the meaning
of Section  422(b)(6) of the Code to own, stock  possessing more than 10% of the
total  combined  voting  power of all  classes of stock of the  Company  (or its
parent or  subsidiary  corporations).  Whether a person is a Ten  Percent  Owner
shall be  determined  with  respect to each Option  based on the facts  existing
immediately prior to the Grant Date of such Option.

      Vesting  Year for any portion of any  Incentive  Option means the calendar
year in which that portion of the Option first becomes exercisable.

      2.  Purpose.  The Plan is intended to encourage  ownership of the Stock by
key  employees  and  directors  of,  and  consultants  to, the  Company  and its
subsidiaries and to provide additional incentive for them to promote the success
of the Company's business. The Plan is intended to qualify as an incentive stock
option plan within the meaning of Section 422 of the Code and to provide for the
grant of Incentive Options and Nonstatutory Options.

      3.    Term of the  Plan.  Options  under  the  Plan  may be  granted  not
            ---- -- ---  ----
later than November 1, 2009.

      4.  Administration.  The Plan  shall  be  administered  by the  Committee.
Subject  to the  provisions  of the Plan  (including,  without  limitation,  the
provisions  of  Sections  6,  9 and  10),  the  Committee  shall  have  complete
authority, in its discretion,  to make the following determinations with respect
to each Option to be granted by the Company:  (a) the key employee,  director or
consultant  to receive  the  Option;  (b)  whether  the Option (if granted to an
employee) will be an Incentive Option or a Nonstatutory  Option; (c) the time of
granting  the  Option;  (d) the  number of shares  of the Stock  subject  to the
Option;  (e) the Option Price; (f) the vesting schedule,  if any, over which the
Option shall become  exercisable;  (g) the expiration  date of the Option (which
may not be more than ten (10) years  after the date of grant  thereof);  and (h)
the  restrictions,  if any, to be imposed  upon  transfer of shares of the Stock
purchased  by the  Optionee  upon the  exercise  of the  Option.  Subject to the
provisions  of  Section  6, the  Committee  shall  have  complete  authority  to
interpret  the Plan,  to  prescribe,  amend and  rescind  rules and  regulations
relating to it, to determine the terms and provisions of the  respective  Option
Agreements (which need not be identical),  and to make all other  determinations
necessary or  advisable  for the  administration  of the Plan.  The  Committee's
determination on the matters referred to in this Section 4 shall be conclusive.
<PAGE>


      5. Stock Subject to the Plan. The Plan covers 500,000 shares of the Stock,
subject,  however,  to the  provisions of Section 15 of the Plan.  The number of
shares of the Stock purchased pursuant to the exercise of Options and the number
of shares of the Stock subject to outstanding  Options shall be charged  against
the shares covered by the Plan; but shares of the Stock subject to Options which
terminated without being exercised shall not be so charged.  Shares of the Stock
to be issued upon the exercise of Options may be either  authorized but unissued
shares or shares held by the Company in its treasury.  If any Option  expires or
terminates  for any reason without having been exercised in full, the shares not
purchased  thereunder  shall again be  available  for Options  thereafter  to be
granted.

      6.    Automatic Grants of Options to Nonemployee Directors.
            --------- ------ -- ------- -- ----------- ---------

      (a)  Directors  Elected or Re-Elected  at Annual  Shareholders  Meeting or
Special Meeting in Lieu of Annual Meeting. Each individual who is not an officer
or  employee  of the  Company  who is  elected  or  re-elected  to the  Board of
Directors at an annual shareholders meeting or special meeting in lieu of annual
meeting (an "Annual Shareholders  Meeting"), or continues to serve as a director
after such Annual  Shareholders  Meeting, is hereby granted, on the date of such
meeting (as used in or with reference to this Section 6(a), an "Automatic  Grant
Date"),  a  Nonstatutory  Option  to  purchase  6,000  shares  of the  Stock (As
Adjusted).  Each  Nonstatutory  Option granted to an Optionee under this Section
6(a) shall (1) have an exercise  price equal to 100% of the Market  Value of the
Stock on the Automatic Grant Date, and (2) become  exercisable in four (4) equal
installments  as follows:  25% on the Automatic Grant Date, an additional 25% on
the last day of the fiscal  quarter  which  includes  the  Automatic  Grant Date
(unless the Automatic Grant Date is itself the last day of a fiscal quarter,  in
which case this second 25% portion shall become  exercisable  on the last day of
the immediately  subsequent  fiscal quarter),  and an additional 25% on the last
day of each of the next two fiscal quarters,  if the Optionee remains a director
of the Company on such dates.

      (b)  Directors  Elected  at Other  Times.  Each  individual  who is not an
officer or employee of the Company who is elected to the Board of Directors on a
date other than the day of an Annual  Shareholders  Meeting  (as used in or with
reference to this Section 6(b),  such date being an  "Automatic  Grant Date") is
hereby granted,  on the Automatic Grant Date, a Nonstatutory  Option to purchase
the  number of shares of the  Stock  set  forth  below,  based on the  number of
quarters  remaining  in the fiscal  year  during  which he or she is so elected,
which option shall become  exercisable if the Optionee remains a director of the
Company as set forth below:

            (1) If  such  individual  is  elected  after  the  day of an  Annual
Shareholders Meeting but on or before December 31, he or she is hereby granted a
Nonstatutory Option to purchase 4,500 shares of the Stock (As Adjusted), 33 1/3%
of which shall become  exercisable  on each of December 31, March 31 and June 30
of the fiscal year of such  director's  election if he or she remains a director
on such dates.
<PAGE>


            (2) If such  individual  is elected on or after  January 1 but on or
before March 31, he or she is hereby granted a  Nonstatutory  Option to purchase
3,000 shares of the Stock (As Adjusted),  50% of which shall become  exercisable
on each of March 31 and June 30 of the fiscal year of such  director's  election
if he or she remains a director on such dates.

            (3) If such  individual  is  elected  on or after  April 1 but on or
before June 30, he or she is hereby  granted a  Nonstatutory  Option to purchase
1,500 shares of the Stock (As Adjusted) which shall become fully  exercisable on
June 30 of the fiscal  year of such  director's  election if he or she remains a
director on such date.

Each Option granted to a director under this Section 6(b) shall have an exercise
price  equal to 100% of the  Market  Value of the Stock on the  Automatic  Grant
Date.

      7. Eligibility.  An Option may be granted only to a key employee, director
or consultant of the Company or one or more of its  subsidiaries,  provided that
no Options may be granted to any  Nonemployee  Director  except  pursuant to the
provisions of Section 6, and provided,  further,  that Incentive  Options may be
granted  only  to a  key  employee  of  the  Company  or  one  or  more  of  its
subsidiaries.

      8. Time of Granting  Options.  Subject to the provisions of Section 6, the
granting of an Option shall take place at the time  specified by the  Committee.
Only if expressly so provided by the Committee  shall the Grant Date be the date
on which an Option  Agreement shall have been duly executed and delivered by the
Company and the Optionee.

      9. Option Price. The Option Price under each Incentive Option shall be not
less than 100% of the Market  Value of the Stock on the Grant Date,  or not less
than 110% of the Market  Value of the Stock on the Grant Date if the Optionee is
a Ten Percent Owner. The Option Price under each  Nonstatutory  Option shall not
be so limited by reason of this Section 9, and need not be fair market value.

      10.   Option  Period.  No  Incentive  Option  may be  exercised  later
            ------  ------
than the fifth anniversary  of the Grant Date if the  Optionee is a Ten Percent
Owner.  The option  period under any Nonstatutory Option shall not be so limited
by reason of this Section 10.

      11. Limit on Incentive Option Characterization.  No Incentive Option shall
be  considered  an Incentive  Option to the extent that pursuant to its terms it
would  permit the  Optionee to purchase  for the first time in any Vesting  Year
under that Incentive  Option more than the number of shares of Stock  calculated
by dividing the current  limit by the Option  Price.  The current  limit for any
Optionee for any Vesting Year shall be $100,000 minus the aggregate Market Value
at the date of grant of the number of shares of Stock available for purchase for
the first time in the Vesting Year under each other Incentive  Option granted to
the Optionee under the Plan and each other incentive stock option granted to the
Optionee after December 31, 1986 under any other  incentive stock option plan of
the Company (and any parent and subsidiary corporations).
<PAGE>


      12.   Exercise of Option.
            -------- -- ------

      (a) Unless the  Committee  otherwise  determines,  and except as otherwise
provided  in Section 6, all  Options  shall  permit the  Optionee  to  exercise,
cumulatively,  25% of the option  shares on each of the first  four  anniversary
dates of the Grant Date.  The Optionee  shall give written notice of exercise to
the Company.  The notice  shall  specify the number of shares of the Stock which
the  Optionee  elects to  purchase.  For shares of the Stock which the  Optionee
elects to purchase, the Optionee shall, except as otherwise permitted by Section
12(c)  below,  enclose a personal  check  equal to the  aggregate  option  price
payable  with  respect to such  shares.  Subject  to, and  promptly  after,  the
Optionee's  compliance  with all of the  provisions of this Section  12(a),  the
Company shall deliver or cause to be delivered to the Optionee a certificate for
the number of shares of the Stock then being purchased by him or her. If any law
or applicable regulation of the Securities and Exchange Commission or other body
having jurisdiction in the premises shall require the Company or the Optionee to
take any action in  connection  with  shares of the Stock being  purchased  upon
exercise of the Option,  exercise of the Option and delivery of the  certificate
or certificates for such shares (including,  without limitation, any exercise of
the Option and delivery of the  certificate  or  certificate  for such shares in
accordance  with the  procedures  set forth in  Section  12(c)  below)  shall be
postponed until completion of the necessary action,  which shall be taken at the
Company's  expense.  Each  outstanding  Option shall be reduced by one share for
each share of the Stock purchased upon exercise of the Option.

      (b) The Company's  obligation to deliver  shares of Stock upon exercise of
an Option  shall be subject to the  Optionee's  satisfaction  of all  applicable
federal, state and local income and employment tax withholding obligations.  The
Optionee  shall  satisfy such  obligations  by making a payment of the requisite
amount in cash or by check,  unless the  Optionee is entitled to and has elected
to effect such payment through a "cashless"  exercise in accordance with Section
12(c) below.

      (c) In lieu of enclosing a personal check together with the written notice
of exercise as described in Section 12(a) above, an Optionee that is not subject
to the  provisions  of Section 16 of the  Securities  Exchange  Act of 1934,  as
amended,  and the rules and  regulations  promulgated  thereunder  (a "Qualified
Optionee"), may, unless prohibited by applicable law, elect to effect payment by
including with the written notice of exercise referred to in Section 12(a) above
irrevocable  instructions to deliver for sale to a registered  securities broker
acceptable  to the  Company a number of shares of Stock  subject  to the  Option
being exercised sufficient,  after brokerage commissions, to cover the aggregate
option price payable with respect to such shares and, if the Qualified  Optionee
further elects, the Qualified Optionee's  withholding  obligations under Section
12(b) with respect to such exercise,  together with irrevocable  instructions to
such  broker to sell such  shares  and to remit  directly  to the  Company  such
aggregate option price and, if the Qualified Optionee has so elected, the amount
of such withholding obligations. The Company shall not be required to deliver to
such  securities  broker  any stock  certificate  for such  shares  until it has
received  from the broker such  aggregate  option  price and,  if the  Qualified
Optionee has so elected, the amount of such withholding obligations.

<PAGE>




13.  Transferability   of   Options.   Options   shall   not  be   transferable,
     ---------------  --   -------
otherwise  than by will or the laws of descent and distribution, and may be
exercised during the life of the Optionee only by the Optionee.

      14.   Termination of Employment, Disgorgement of Certain Profits.
            ----------- -- ----------  ------------ -- ------- -------

           (a) If an Optionee ceases to be an employee,  director or consultant
of the Company or any of its  subsidiaries  for any reason other than retirement
of an employee or death of an Optionee,  any Option held by that Optionee may be
exercised  by the Optionee at any time within 90 days after the  termination  of
such  relationship,  but only to the extent exercisable at termination and in no
event after the option period.  If an Optionee enters retirement from employment
or dies,  any Option held by that  Optionee  may be exercised by the Optionee or
the Optionee's  executor or  administrator at any time within the shorter of the
option period or 12 months after the date of  retirement  or death,  but only to
the extent exercisable at retirement or death. Options which are not exercisable
at the time of termination of such  relationship or which are so exercisable but
are not  exercised  within the time  periods  described  above shall  terminate.
Military or sick leave shall not be deemed a  termination  under this Section 14
provided  that it does not exceed  the  longer of 90 days or the  period  during
which the rights of the absent  employee,  director or consultant are guaranteed
by statute or by contract.

            (b) If, during the twelve-month period following the cessation of an
Optionee's  employment with, and/or directorship of, and/or consultancy for, the
Company or any of its  subsidiaries,  as the case may be, and  regardless of the
reason or  absence  of reason for such  cessation  (the date of which  cessation
hereinafter,  a "Cessation Date"),  said Optionee engages directly or indirectly
in any business,  activity or  enterprise  which  diverts  business  from, is in
conflict  with,  causes a competitive  disadvantage  to, or otherwise  adversely
affects the  interests or business  of, the Company or any of its  subsidiaries,
the Optionee  shall  automatically  owe to the Company,  and shall  promptly and
without demand pay to the Company, with respect to each share of Stock issued to
the Optionee upon the full or partial  exercise of each Option  exercised by the
Optionee  from  and  after  that  date  which is nine  (9)  months  prior to the
Optionee's Cessation Date, an amount equal to the excess of Market Value of such
share on the date of exercise  over the Option  Price paid by the  Optionee  for
such share;  provided that, on a case by case basis, a majority of disinterested
members  of the  Board  of  Directors  or  the  Committee  may,  in  their  sole
discretion,  waive  enforcement  of this  provision,  in whole  or in part;  and
provided  further that no such waiver shall be deemed a waiver of enforcement in
any other  instance.  The  provisions  of this Section 14(b) shall be applicable
with respect to all Options granted pursuant to this Plan.

      15.  Adjustment  of Number  of  Shares;  Fractional  Shares.  Each  Option
Agreement  shall provide that in the event of any stock dividend  payable in the
Stock or any split-up or  contraction  in the number of shares of the Stock,  or
any  reclassification or change of outstanding shares of the Stock, in each case
occurring  after the date of such Option  Agreement and prior to the exercise in
full of the  Option,  the  number  and kind of shares  for which the  Option may
thereafter be exercised shall be  proportionately  and  appropriately  adjusted.
Each Option  Agreement  shall  further  provide that upon any  consolidation  or
merger of the Company with or into another company, or any sale or conveyance to
another  company or entity of the  property  of the  Company as a whole,  or the
dissolution or liquidation of the Company,  the Option shall terminate,  but the
Optionee (if at the time an employee,  director or consultant of the Company, or
any of its subsidiaries, as appropriate) shall have the right, immediately prior
to such event,  to exercise the Option,  to the extent then  exercisable  by its
terms and not theretofore  exercised.  No fraction of a share of the Stock shall
be purchasable or deliverable,  but in the event any adjustment of the number of
shares of the Stock  covered by the Option  shall cause such number to include a
fraction of a share,  such  fraction  shall be  adjusted to the nearest  smaller
whole  number of shares.  In the event of changes  in the  outstanding  Stock by
reason of any stock dividend, split-up, contraction, reclassification, or change
of outstanding shares of the Stock of the nature contemplated by this Section 15
after the date of adoption of this Plan by the Board of Directors, the number of
shares of the Stock available for the purpose of the Plan as stated in Section 5
and the  exercise  price  per  share of each  Option  shall  be  correspondingly
adjusted.
<PAGE>


      16. Stock Reserved.  The Company shall at all times during the term of the
Options reserve and keep available such number of shares of the Stock as will be
sufficient to satisfy the requirements of this Plan and shall pay all other fees
and expenses necessarily incurred by the Company in connection therewith.

      17.  Limitation  of Rights in Option  Stock.  The  Optionee  shall have no
rights as  stockholder  in respect of shares of the Stock as to which his or her
Option shall not have been  exercised,  certificates  issued and  delivered  and
payment as herein  provided made in full,  and shall have no rights with respect
to such shares not expressly conferred by this Plan.

      18. Purchase for Investment.  The Optionee shall make such representations
with respect to investment  intent and the method of disposal of optioned shares
of the Stock as the Board of  Directors  may deem  advisable  in order to assure
compliance with applicable securities laws.

      19.  Termination  and Amendment of Plan. The Board of Directors may at any
time terminate the Plan or make such  modifications of the Plan as it shall deem
advisable,  provided, that the Board of Directors may not (a) except as provided
in Section  15,  without  approval  by the  holders of a majority  of the shares
represented  within  twelve (12) months after the adoption of such  amendment by
the Board of  Directors,  increase the maximum  number of shares  available  for
option under the Plan or extend the period  during which  Options may be granted
or exercised or (b) more than once in any six (6) month  period,  amend the Plan
so as to (1) modify  Section 6 or (2) otherwise  provide for or permit the grant
of  Options  to  Nonemployee  Directors,  provided,  however,  that the Board of
Directors  may make a  modification  of the type set forth in  clause  (b)(1) or
(b)(2)  above which is made to comport  with  changes in the Code,  the Employee
Retirement Income Security Act of 1974, as amended, or the rules and regulations
under either such statute.  No termination or amendment of the Plan may, without
the  consent of the  Optionee  to whom any Option  shall  theretofore  have been
granted, adversely affect the rights of that Optionee under that Option.

      20.  Effective  Date.  The Company's  1999 Stock Option Plan was initially
approved  by the  Board  of  Directors  on  September  23,  1999  pursuant  to a
resolution  recommending  its  approval  by  the  Company's  stockholders,   and
following approval and adoption by the stockholders of the Company at the Annual
Meeting on October 26, 1999, the 1999 Stock Option Plan will become effective on
November 2, 1999.















\\Menh-nt-1\SHARE\tcp general\1999 Stock Option Plan.doc


<PAGE>







                                                     Exhibit 5
                                Bingham Dana LLP
                               150 Federal Street
                                Boston, MA 02110
                                Tel: 617-951-8000
                                Fax: 617-951-8736



                                 March 31, 2000


Chemfab Corporation
701 Daniel Webster Highway
Merrimack, NH  03054

      Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

      We have acted as counsel for Chemfab  Corporation,  a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 proposed to be filed with the Securities and Exchange Commission on or about
the date hereof (the "Registration Statement").

      The  Registration  Statement  covers the registration of 500,000 shares of
common stock, $.10 par value per share, of the Company (the "Shares"), which are
issuable by the Company pursuant to its 1999 Stock Option Plan (the "Plan").

      We have reviewed the corporate  proceedings of the Company with respect to
the authorization of the Plan and the issuance of the Shares thereunder. We have
also  examined and relied upon  originals or copies of such  corporate  records,
instruments,  agreements or other documents of the Company,  and certificates of
officers  of the  Company  as to  certain  factual  matters,  as we have  deemed
necessary or appropriate as a basis for the opinions hereinafter  expressed.  In
our  examination,  we  have  assumed  the  genuineness  of all  signatures,  the
conformity  to the  originals  of all  documents  reviewed by us as copies,  the
authenticity  and  completeness  of all  original  documents  reviewed  by us in
original or copy form and the legal competence of each individual  executing any
document.

      This opinion is limited solely to the Delaware General Corporation Law, as
applied by courts located in Delaware, the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting those laws.

      Based upon and subject to the  foregoing,  we are of the opinion  that the
Shares,  when issued and delivered upon the exercise of options  pursuant to the
Plan and against the payment of the  purchase  price  therefor,  will be validly
issued, fully paid and non-assessable.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration Statement.

                                          Very truly yours,

                                          /s/ Bingham Dana LLP

                                          Bingham Dana LLP



<PAGE>




Exhibit 23(a)

                        Consent of Independent Auditors



We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Registration  Statement  (Form S-8)  pertaining to the 1999 Stock Option Plan of
Chemfab  Corporation and to the incorporation by reference therein of our report
dated July 23, 1999, with respect to the consolidated  financial  statements and
schedule of Chemfab  Corporation  included in its Annual  Report (Form 10-K) for
the year ended June 30, 1999, filed with the Securities and Exchange Commission.

                                                   /s/Ernst & Young LLP



Boston, Massachusetts
March 27, 2000

<PAGE>


Exhibit 24

                              POWER OF ATTORNEY

I,  the  undersigned   Director  and/or  Officer  of  Chemfab  Corporation  (the
"Company"),  hereby severally constitute and appoint John W. Verbicky,  Moosa E.
Moosa,  and Thomas C. Platt III, and each of them,  my true and lawful  attorney
and  agent to sign  for me,  and in my name and in the  capacity  or  capacities
indicated below (A) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999, (B) the Company's  Registration Statement on Form S-8 (File
No.  ___________),  dated as of _____________  ___, 2000  registering  under the
Securities Act of 1933, as amended (the "Act"),  shares of the Company's  Common
Stock  issuable  or  transferable  on the  exercise of stock  options  under the
Company's  1999  Stock  Option  Plan  (the  "1999  Plan"),  and  (C) any and all
amendments  (including  supplements  and  post-effective  amendments) to (1) the
Company's  Registration  Statement on Form S-8 (File No.  2-89831),  dated as of
March 8, 1984,  registering  under the Act shares of the Company's  Common Stock
issuable or transferable on the exercise of stock options and stock appreciation
rights under the Company's  1983  Incentive  Stock Option Plan (the "1983 Plan")
and on the exercise of stock options under the Company's  1981  Incentive  Stock
Option Plan (the "1981 Plan") and the 1979 Non-Qualified  Stock Option Plan (the
"1979  Plan"),  (2) the Company's  Registration  Statement on Form S-8 (File No.
33-18263),  dated as of November 30, 1987,  registering  under the Act shares of
the Company's Common Stock issuable or transferable on exercise of options under
the 1983 Plan,  the 1981 Plan and the 1986 Stock  Option Plan (the "1986  Plan")
(collectively,  with the  1983  Plan,  the 1981  Plan,  and the 1979  Plan,  the
"Plans"),  (3) the  Company's  Registration  Statement on Form S-8,  dated as of
August 2, 1990,  registering  under the Act shares of the Company's Common Stock
issuable or  transferable  on exercise of options  under the 1986 Plan,  (4) the
Company's  Registration  Statement on Form S-8 (File No.  33-18264)  registering
under the Act for reoffer,  shares of the  Company's  Common  Stock  issuable or
transferable  on  exercise  of options  under the Plans or of  certain  Non-Plan
options.  (5) the  Company's  Registration  Statement  on  Form  S-8  (File  No.
33-61946),  dated as of April 30, 1993,  registering under the Act shares of the
Company's Common Stock issuable or transferable on exercise of options under the
1991 Plan and the Company's  1991 Chemfab  Employee  Stock Option Plan,  (6) the
Company's Registration  Statement on Form S-8 (File No. 333-07139),  dated as of
June 28, 1996,  registering  under the Act shares of the Company's  Common Stock
issuable  or  transferable  on  exercise  of  options  under  The 1991  Plan and
registering  under  the Act for  reoffer  certain  of such  shares,  and (7) the
Company's Registration  Statement on Form S-8 (File No. 333-46985),  dated as of
February 27, 1998 registering under the Act shares of the Company's Common Stock
issuable  or  transferable  on  exercise  of  options  under  the 1991  Plan and
registering under the Act for reoffer of such shares.

<PAGE>

Signatures, Date              Title


/s/ John W. Verbicky
--------------------          President, Chief Executive Officer
January 21, 2000              and Director
John W. Verbicky              (principal executive officer)


/s/ Moosa E. Moosa
----------------------        Vice President-Finance, Chief
January 21, 2000              Financial Officer. and Treasurer
Moosa E. Moosa                (principal financial officer)


/s/ Hilary A. Arwine
----------------------        Corporate Controller
January 21, 2000              (principal accounting officer)
Hilary A. Arwine


/s/ Paul M. Cook
----------------------        Director
January 21, 2000
Paul M. Cook


/s/ Warren C. Cook
----------------------        Director
January 21, 2000
Warren C. Cook


/s/ Robert E. McGill III
----------------------        Director
January 21, 2000
Robert E. McGill III


/s/ James E. McGrath
----------------------        Director
January 21, 2000
James E. McGrath


/s/ Duane C. Montopoli
----------------------        Director
January 21, 2000
Duane C. Montopoli


/s/ Nicholas Pappas
----------------------        Director
January 21, 2000
Nicholas Pappas
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 62080}]
{"company-data": {"conformed-name": "CHEMFAB CORP", "cik": "0000725813", "assigned-sic": "2200", "irs-number": "030221503", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33688", "film-number": "590582"}, "business-address": {"street1": "701 DANIEL WEBSTER HWY", "street2": "P O BOX 1137", "city": "MERRIMACK", "state": "NH", "zip": "03054", "phone": "6034249000"}, "mail-address": {"street1": "701 DANIEL WEBSTER HIGHWAY", "street2": "POST OFFICE BOX 1137", "city": "MERRIMACK", "state": "NH", "zip": "03054"}, "former-company": {"former-conformed-name": "CHEMICAL FABRICS CORP", "date-changed": "19911204"}}
File No.  333-

   As filed with the Securities and Exchange Commission on March 31, 2000.

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

    Delaware                                                 03-0221503
----------------------                                       ----------------
(State or other jurisdiction                                (I.R.S. Employer
or incorporation or organization)                           Indemnification No.)

701 Daniel Webster Highway,   Merrimack, New Hampshire        03054
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

                   CHEMFAB CORPORATION 1999 STOCK OPTION PLAN
     ---------------------------------------------------------------------
                            (Full title of the plan)

      John W. Verbicky              Copy to:          David Engel, Esq.
      Chief Executive Officer                         Bingham Dana LLP
      Chemfab Corporation                             150 Federal Street
      701 Daniel Webster Highway                      Boston, MA  02110
      Merrimack, NH  03054
-------------------------------------------------------------------------------
                    (Name and address of agent for service)

      (603) 424-9000                                  (617) 951-8000
-------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

Title of        Amount        Proposed Maximum Proposed Maximum    Amount of
Securities to   to be         Offering         Aggregate Offering  Registration
be Registered   Registered    Price Per Share  Price               Fee
--------------------------------------------------------------------------------

Common Stock,    500,000(1)                 (2)              (2)   $1,881.00
$.10 Par Value
(1)  Consists  of 500,000  shares  subject to  issuance  upon  exercise of stock
options  granted  or to be  granted  under  the  Plan,  which  shares  are being
registered for resale hereby.

(2) Estimated  pursuant to Rule 457(h) solely for the purpose of determining the
registration  fee. It is not known how many shares will be  purchased  under the
Plan or at what  price  such  shares  will be  purchased.  The  purpose  maximum
aggregate  offering price per share and the proposed maximum aggregate  offering
price have been calculated  assuming the issuance of shares of Common Stock upon
exercise of stock  options to be granted  under the Plan at an assumed  exercise
price of $14.250  per  share,  which  price was the  average of the high and low
prices of the  Registrant's  Common Stock reported in the  consolidated  trading
system of the New York Stock Exchange on March 27, 2000.

   Pursuant  to Rule 429  promulgated  under  the  Securities  Act of  1933,  as
amended,  the Prospectus  included in this Registration  Statement is a combined
Prospectus  that relates also to  Registration  Statements on Form S-8 (File No.
33-61946,  File No.  333-07139 and File No.  333-46985)  previously filed by the
Registrant  on April  30,  1993,  on June 28,  1996 and on  February  27,  1998,
respctively.

                               EXPLANATORY NOTE

      On April 30, 1993, the Registrant  filed a Registration  Statement on Form
S-8 (File No. 33-61946)  (hereinafter,  the "First Registration  Statement") for
purposes of effecting  the  registration  under the  Securities  Act of 1933, as
amended (the  "Securities  Act"),  of (i) 500,000  shares (which became  750,000
shares, as a result of a 3-for-2 stock dividend of the Registrant's Common Stock
effected on February 22, 1996 (the "Stock Dividend")) of common stock, $0.10 par
value per share ("Common  Stock"),  issuable by the Registrant  upon exercise of
stock options  granted or to be granted by the  Registrant  under its 1991 Stock
Option Plan (the "1991  Plan"),  and (ii) 50,000  shares  (which  became  75,000
shares,  as a result of the Stock  Dividend)  of Common  Stock  issuable  by the
Registrant  upon  exercise  of stock  options  granted  or to be  granted by the
Registrant under its 1991 Chemfab Employee Stock Option Plan. Subsequently,  the
Company  amended and  restated  the 1991 Plan (the 1991 Plan,  as so amended and
restated,  being  referred to as the "First Amended and Restated 1991 Plan") for
purposes of, among other things,  increasing  the aggregate  number of shares of
Common Stock  subject to issuance  under the Amended and Restated 1991 Plan from
750,000 to 1,500,000  shares.  On June 28, 1996, the  Registrant  filed a second
Registration  Statement  on Form S-8  (File  No.  333-07139)  (hereinafter,  the
"Second  Registration  Statement")  for purposes of effecting  the  registration
under the  Securities  Act of 1,270,875  shares  (including  the 750,000  shares
previously  registered)  of Common  Stock for  issuance  upon  exercise of stock
options granted under the First Amended and Restated 1991 Plan.

      Thereafter,  the Company  twice amended and restated the First Amended and
Restated  1991 Plan (the First Amended and Restated 1991 Plan, as so amended and
restated,  being  referred to as the "Third Amended and Restated 1991 Plan") for
purposes of, among other things,  increasing  the aggregate  number of shares of
Common Stock subject to issuance  under the Third Amended and Restated 1991 Plan
from 1,500,000 to 1,950,000 shares. On February 27, 1998, the Registrant filed a
third Registration  Statement on Form S-8 (File No.  333-46985)(hereinafter  the
"Third Registration Statement") for purposes of effecting the registration under
the  Securities Act of 450,000 Shares of Common Stock for issuance upon exercise
of stock options granted under the Third Amended and Restated 1991 Plan.
This  Registration  Statement  on Form S-8 has  been  prepared  and  filed
pursuant to and in accordance with the  requirements  of General  Instructions C
and E to Form S-8 for  purposes  of (i)  effecting  the  registration  under the
Securities  Act of the  additional  500,000  shares of Common  Stock  subject to
issuance upon exercise of stock options  granted or to be granted under the 1999
Stock Option Plan, and (ii) including a Prospectus  prepared in accordance  with
the requirements of Part I of Form S-3 (the "Reoffer Prospectus"), which Reoffer
Prospectus  may be used by certain  selling  stockholders  of the  Registrant to
reoffer for resale  those  shares of Common  Stock  registered  pursuant to this
Registration  Statement or the First,  Second or Third  Registration  Statements
that have been  acquired or will be acquired by such selling  stockholders  upon
exercise of stock options  granted or to be granted to them under the 1999 Stock
Option  Plan or the Third  Amended  and  Restated  1991 Stock  Option  Plan,  as
applicable.

      Pursuant  to General  Instruction  E to Form S-8,  the  Registrant  hereby
incorporates  herein by reference  the  contents of the First,  Second and Third
Registration Statements,  except for the contents of Item 8 of the First, Second
and Third Registration Statements,  the Exhibit Indices thereto and the Exhibits
filed therewith.

                            UP TO 2,450,000 SHARES
                             CHEMFAB CORPORATION
                                 COMMON STOCK

This  Prospectus  relates  to the  offer and sale of up to  2,450,000  shares of
common stock of Chemfab Corporation that have been or will have been issued upon
exercise of stock options  granted or to be granted under  Chemfab's  1999 Stock
Option Plan or the Third  Amended  and  Restated  1991 Stock  Option Plan to the
officers and directors of the Company listed herein as the selling stockholders.
Chemfab  will not  receive  any of the  proceeds  from the sale of shares by the
selling stockholders.

Chemfab's  common stock trades on the New York Stock  Exchange  under the symbol
"CFA." On March 22,  2000,  the  closing  sale  price of the  common  stock,  as
reported by the New York Stock Exchange, was $14.3750 per share.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved  these  securities or determined  whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                                                                    Proceeds to
                           Price to              Discounts           Selling
                            Public            and Commissions      Stockholders

     Per Share               (1)                   (1)(2)            (1)(2)
     Total                   (1)                   (1)(2)            (1)(2)

All or a portion of the shares offered under this  prospectus may be sold by the
selling  stockholders from time to time in one or a combination of the following
transactions:

o            transactions (which may involve block transactions) on the New York
             Stock Exchange,  or otherwise,  at market prices  prevailing at the
             time of sale or at prices related to such prevailing market prices;
             or
o            privately negotiated transactions at negotiated prices. The selling
             stockholders  may carry out these  transactions  by  selling  their
             shares  directly to purchasers or by selling their shares  directly
             to or through brokers or dealers,  and those brokers or dealers may
             receive  compensation  in the  form of  discounts,  concessions  or
             commissions  from the selling  stockholders  or the  purchasers  of
             their shares.

(2) All of the expenses of this offering, which are estimated at $5,000, will be
  paid  by  Chemfab.   Chemfab  will  not  be  responsible  for  any  discounts,
  concessions,  commissions or other compensation due to any broker or dealer in
  connection  with the sale of any of the shares offered under this  prospectus,
  which will be borne by the selling stockholders.

                              AVAILABLE INFORMATION

      Chemfab is  subject  to the  information  requirements  of the  Securities
Exchange Act of 1934,  as amended and files reports and other  information  with
the Securities and Exchange  Commission.  These reports and information  filings
can be  inspected  and copied at the SEC's  Office of Public  Reference  at Room
1024, 450 Fifth Street,  N.W.  Washington,  D.C. 20549 and at the SEC's New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048, and
Chicago Regional Office, Citicorp Center, 500 West Madison, Suite 1400, Chicago,
Illinois  60661.  Copies of these  materials can also be obtained from the SEC's
Public Reference Section at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549 at
prescribed rates or, certain of these materials can also be obtained through the
SEC's World Wide Web site (http://www.sec.gov).

      The Company  has filed with the SEC  registration  statements  on Form S-8
under the  Securities  Act with respect to the common stock  offered  under this
prospectus.  This prospectus does not contain all of the information included in
those  registration  statements  and the exhibits  and  schedules  thereto.  For
further  information  with  respect  to  Chemfab,  you  should  refer  to  those
registration statements and to the schedules and exhibits filed with them.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by Chemfab with the SEC are  incorporated
into and made a part of this prospectus:

o     Chemfab's Annual Report on Form 10-K for the fiscal year ended June 30,
      1999;

o            all reports  previously  filed by Chemfab  under  Section  13(a) or
             15(d) of the Exchange Act,  since the end of Chemfab's  1999 fiscal
             year; and (3) the

o            the   description  of  the  common  stock  contained  in  Chemfab's
             registration  statement  on Form 8-A  filed  with the SEC under the
             Exchange Act.

      In  addition,  all  documents  subsequently  filed by Chemfab  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which  indicates that all securities  offered by this
prospectus  have  been  sold or which  deregisters  all of the  securities  then
remaining  unsold,  shall be deemed to be  incorporated  into and made a part of
this prospectus.
Any person  receiving a copy of this prospectus may obtain without charge,
upon written or oral request,  a copy of (1) any of the documents (without their
exhibits)  that are  incorporated  into this  prospectus  and (2)  copies of all
reports, proxy statements and other communications distributed by Chemfab to its
security  holders  generally  (but  only  to  the  extent  such  reports,  proxy
statements  and other  communications  have not  already  been  received by such
person).  Requests  should  be  addressed  to  Chemfab  Corporation,  Attention:
Secretary, 701 Daniel Webster Highway, Merrimack, New Hampshire 03054.

                           FORWARD-LOOKING STATEMENTS

      Except  for the  historical  information  contained  herein,  the  matters
discussed in this prospectus are  forward-looking  statements within the meaning
of the Private Securities  Litigation Reform Act of 1995, as amended.  Investors
are cautioned that forward-looking  statements are inherently uncertain.  Actual
performance and results may differ  materially from those projected or suggested
due to  certain  risks  and  uncertainties.  Additional  information  concerning
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from those  projected or  suggested  is  contained in the  Company's
Annual  Report on Form 10-K for the fiscal  year  ended June 30,  1999 which has
been filed with the  Securities  and  Exchange  Commission  and is  incorporated
herein by reference.  Investors are also directed toward information  concerning
certain risks and uncertainties contained in documents subsequently filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended, and incorporated herein by reference.

                                  THE COMPANY

      Chemfab, together with its consolidated subsidiaries, develops,
manufactures and markets polymer-based engineered products and materials systems
for use in specialized and severe service  environments.  Its products typically
consist  of  fiber-reinforced  flexible  composites,  coated or  laminated  with
fluoropolymers,   and   specialty   fluoropolymer   films.   Worldwide   end-use
applications are in electrical,  environmental, food processing,  architectural,
aerospace,   communications,   laboratory  test,  protective  systems,  consumer
bakeware,  other industrial  markets,  and medical  electronics,  personal care,
health care,  and  specialty  apparel  markets.  Chemfab's  principal  executive
offices are located at 701 Daniel  Webster  Highway,  Merrimack,  New  Hampshire
03054, and its telephone number is (603) 424-9000.

                                USE OF PROCEEDS

      Chemfab  will not receive any of the  proceeds  from the sale of shares by
the selling stockholders.

                            SELLING STOCKHOLDERS

The following table sets forth the names of the selling stockholders, the number
of outstanding shares of Chemfab common stock beneficially owned by each of them
as of February 29, 2000, and the number of shares available for resale hereunder
by each of them.  Since  each of the  selling  stockholders  may sell all or any
portion of shares of his or her shares,  Chemfab  cannot  estimate the number of
shares  of  common  stock  that will be held by the  selling  stockholders  upon
termination of this offering.
Number Of
                                      Shares             Shares Available
Name                            Beneficially Owned (1)    for Resale (2)
---------------------------     ----------------------   ----------------

Hilary A. Arwine(3)                    14,880                 37,000
Paul M. Cook(4)                       300,090                 54,000
Warren C. Cook(5)                     196,127                 54,000
Michael P. Cushman(6)                  21,484                 43,475
Dennis L. Filger (7)                    1,000                 32,000
Robert E. McGill, III(8)               33,250                 39,000
James E. McGrath(9)                    36,000                 24,000
Duane C. Montopoli(10)                178,500                124,500
Moosa E. Moosa(11)                     51,250                 72,000
Nicholas Pappas(12)                    77,500                 74,000
Thomas C. Platt III(13)                23,250                 57,000
Charles Tilgner III(14)                25,522                 35,050
John W. Verbicky(15)                  149,250                213,000

(1)  Unless otherwise noted,  each person  identified  possesses sole voting and
     investment power with respect to shares, subject to community property laws
     where  applicable.  Includes an aggregate of 603,200 shares of common stock
     subject  to stock  options  held by the  selling  stockholders  that can be
     exercised to purchase such shares on or before April 30, 2000, as follows:

     52,500 shares for Mr. Paul Cook, 52,500 shares for Mr. Warren Cook,
     39,250 shares for Mr. Moosa, 26,250 shares for Mr. McGill, 22,500 shares
     for Mr. McGrath, 116,000 shares for Mr. Montopoli, 14,500 shares for Ms.
     Arwine, 67,500 shares for Mr. Pappas, 20,975 shares for Mr. Cushman,
     22,725 shares for Mr. Tilgner, 146,750 shares for Mr. Verbicky, 21,750
     shares for Mr. Platt, and 0 shares for Mr. Filger.

(2)  Consists  of  outstanding  options  granted  to  the  selling  stockholders
     pursuant to Chemfab's Third Amended and Restated 1991 Stock Option Plan and
     1999 Stock Option Plan.
(3)  Ms. Arwine is the Company's Corporate Controller.

(4)  Includes 247,590 shares held by the Paul and Marcia Cook Living Trust, as
     to which Mr. Cook and his wife share voting and investment power.
     Mr. Cook is a director of the Company.

(5)  Includes 86,300 shares held in trust for the benefit of Mr. Cook's two
     children, as to which Mr. Cook has no voting or investment power and
     disclaims beneficial ownership.  Mr. Cook is a director of the Company.

(6)  Includes 224 shares held by Mr. Cushman's children, as to which Mr.
     Cushman disclaims beneficial ownership. Mr. Cushman is the Company's Vice
     President - Americas Business Group.

(7)  Mr. Filger is Vice President - Corporate Development and Technology of the
     Company.

(8)  Mr. McGill is a director of the Company.
(9)  Mr. McGrath is a director of the Company

(10) Includes 4,500 shares held by Mr. Montopoli as custodian for his two
     children, as to which Mr. Montopoli disclaims beneficial ownership.
     Mr. Montopoli is a director of the Company

(11) Mr. Moosa is Vice President-Mergers and Acquisitions of the Company.

(12) Mr. Pappas is a director of the Company.

(13) Mr. Platt is the Company's Vice President - General Counsel,
     Administration and Secretary.

(14) Includes 15 shares held by Mr. Tilgner's wife, as to which Mr. Tilgner
     disclaims beneficial ownership.  Mr. Tilgner is the Company's Vice
     President and Director of U.S. Operations and Engineering.

(15) Mr. Verbicky is the Company's President and Chief Executive Officer, and a
     director.

                              PLAN OF DISTRIBUTION

All or a portion of the shares offered under this  prospectus may be sold by the
selling  stockholders from time to time in one or a combination of the following
transactions:

o            transactions (which may involve block transactions) on the New York
             Stock Exchange,  or otherwise,  at market prices  prevailing at the
             time of sale or at prices related to such prevailing market prices;
             or

o            privately negotiated transactions at negotiated prices. The selling
             stockholders  may carry out these  transactions  by  selling  their
             shares  directly to purchasers or by selling their shares  directly
             to or through brokers or dealers,  and those brokers or dealers may
             receive  compensation  in the  form of  discounts,  concessions  or
             commissions  from the selling  stockholders  or the  purchasers  of
             their shares.

     In addition to sales pursuant to this prospectus,  selling stockholders may
also  effect  sales of all or any  portion  of the Shares  pursuant  to Rule 144
promulgated under the Securities Act.

     All expenses  incurred in  connection  with this  offering will be borne by
Chemfab,   except  for  any   discounts,   concessions,   commissions  or  other
compensation  due to any broker or dealer in connection  with the sale of any of
the shares  offered  under this  prospectus,  which will be borne by the selling
stockholders.

                                    EXPERTS

      The consolidated  financial statements of Chemfab Corporation appearing in
Chemfab  Corporation's  Annual  Report  (Form  10-K) for the year ended June 30,
1999, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included  therein and incorporated  herein by reference.
Such financial  statements are, and audited financial  statements to be included
in subsequently  filed documents will be,  incorporated  herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent   covered  by   consents   filed  with  the   Securities   and   Exchange
Commission)given  upon the authority of such firm as experts in  accounting  and
auditing.
The validity of the Shares of Common Stock being  offered  hereby is being
passed upon by Bingham Dana LLP.

     No dealer, sales representative,
or any other person has been authorized           2,450,000 SHARES
to give any information or to make any
representations in connection with this
offering other than those contained in
this prospectus, and, if given or made,
such information or representations
must not be relied upon as having been
authorized by Chemfab or any
selling stockholder. This prospectus
does not constitute an offer to sell or
a solicitation of an offer to buy any
securities other than the shares of
common stock to which it relates or an
offer to, or a solicitation of, any
person in any jurisdiction where such
an offer or solicitation would be
unlawful. Neither the delivery of this
prospectus nor any sale made hereunder
shall, under any circumstances, create
an implication that there has been no
change in the affairs of Chemfab
since the date hereof or that
information contained herein is correct
as of any time subsequent to the date
hereof.
---------------
            TABLE OF CONTENTS                    CHEMFAB CORPORATION
            ---------------

                                   Page
                                   ----

Available Information              4               COMMON STOCK
Incorporation of Certain Documents
  by Reference                     4
The Company                        5
Use of Proceeds                    5
Selling Stockholders               5
Plan of Distribution               7
Experts                            7             -------------------
                                                     PROSPECTUS
                                                 -------------------

                                 March 31, 2000

                                     PART II
                                     ------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

The following exhibits are filed as part of this Registration Statement:

     3(a)  Certificate of  Incorporation of the Company filed as Exhibit 3(a) to
           the Company's  Annual Report on Form 10-K for the year ended June 30,
           1996 is incorporated herein by reference.

  3(a)(1)  Certificate  of  Amendment to  Certificate  of  Incorporation  of the
           Company (effective  November 6, 1991) filed as Exhibit 3(a)(1) to the
           Company's Annual Report on Form 10-K for the year ended June 30, 1996
           is incorporated herein by reference.

     3(b)  By-Laws  of the  Company  filed  as  Exhibit  3(b)  to the  Company's
           Registration  Statement on Form S-1 (File No. 2-85949) filed November
           10, 1983 is incorporated herein by reference.

     4(a)  Specimen  Common  Stock  Certificate  filed  as  Exhibit  4(a) to the
           Company's Annual Report on Form 10-K for the year ended June 30, 1997
           is incorporated herein by reference.

     4(b)  See Exhibit 3(a) above.

     4(c)  See Exhibit 3(b) above.
4(d)(1)  Forms of Stock  Option  Agreements  under the  Company's  1991  Stock
           Option Plan filed as Exhibit  10(a)(8) to the Company's Annual Report
           on Form 10-K for the year ended June 30, 1995 are incorporated herein
           by reference.

  4(d)(2)  Form of Amendment  to 1986 and/or 1991 Stock  Option Plan  Agreements
           filed as Exhibit 10(a)(4) to the Company's Annual Report on Form 10-K
           for  the  year  ended  June  30,  1999  are  incorporated  herein  by
           reference.

  4(d)(3)  Forms of Stock Option Agreements under Plan, for Officers, Directors,
           Director Consultants, and Non-Officer Employees,  relative to options
           issued on or after the effective date of Amendment No. 2 to the Plan,
           filed as Exhibit 10(a)(16) to the Company's  Quarterly Report on Form
           10-Q for the quarter ended December 28, 1997 is incorporated  here in
           by reference.

  4(d)(4)  Third  Amended and  Restated  Chemfab  Corporation  1991 Stock Option
           Plan.  Filed as Exhibit  10(a)(15) to the Company's  Annual Report on
           Form 10-K for the year ended June 30, 1998 is incorporated  herein by
           reference.

  4(d)(5)  Chemfab Corporation 1999 Stock Option Plan.

  5        Opinion of Bingham Dana LLP as to the legality of the securities
           being registered.

 23(a)     Consent of Ernst & Young LLP.

 23(b)    Consent of Bingham Dana LLP,  contained in legal  opinion set forth as
          Exhibit 5 attached hereto.

 24       Power of Attorney.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Merrimack, State of New Hampshire, on the 31st day of
March 2000.

                              CHEMFAB CORPORATION

                              By:  /s/ John W. Verbicky
                                   ------------------------------
                                   John W. Verbicky
                                    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 date indicated.

Signature                   Title                         Date

/s/ John W. Verbicky        President, Chief Executive         March 31, 2000
---------------------------  Officer and Director
John W. Verbicky

/s/ Laurence E. Richard     Vice President-Finance,            March 31, 2000
-------------------------   Treasurer and Chief Financial
Laurence E. Richard         Officer (principal financial
                            officer)

/s/ Hilary A. Arwine        Corporate Controller               March 31, 2000
--------------------------   (principal accounting officer)
Hilary A. Arwine

          *                 Director                           March 31, 2000
--------------------------
Paul M. Cook

          *                 Director                           March 31, 2000
--------------------------
Warren C. Cook

          *                 Director                           March 31, 2000
--------------------------
Robert E. McGill III

          *                 Director                           March 31, 2000
--------------------------
James E. McGrath

          *                 Director                           March 31, 2000
--------------------------
Duane C. Montopoli
Signature                   Title                         Date

          *                 Director                           March 31, 2000
--------------------------
Nicholas Pappas

* By   /s/ John W. Verbicky
    --------------------------
     John W. Verbicky
     Attorney-in-Fact
Exhibit 4(d)(5)
                               CHEMFAB CORPORATION

                             1999 STOCK OPTION PLAN

      1.    Definitions.  As used in this 1999 Stock  Option  Plan of  Chemfab
            -----------
Corporation the following terms shall have the following meanings:

      Annual  Shareholders  Meeting  shall have the  meaning  ascribed  to it in
Section 6.

      As Adjusted means as appropriately adjusted for stock dividends payable in
the Stock,  split-ups and  contractions of the Stock,  reclassifications  of the
Stock,  or similar  changes of the  outstanding  shares of the Stock which occur
after  the date of  adoption  of this  1999  Stock  Option  Plan by the Board of
Directors.

      Automatic  Grant Date shall have the  meanings  ascribed  to it in Section
6(a) and (b), as applicable.

      Board of Directors means the Company's board of directors.

      Code means the Federal Internal Revenue Code of 1986, as amended.

      Committee  means  a  committee   comprised  of  two  or  more  Nonemployee
Directors,   appointed  by  the  Board  of   Directors,   responsible   for  the
administration  of the Plan, as provided in Section 4; provided,  that the Board
of Directors itself may at any time, in its sole discretion, exercise any or all
functions and authority of the Committee,  except that the Committee  shall have
exclusive  authority  to exercise  its  functions  and  authority  in respect of
selection  of officers  and  directors  who are not  Nonemployee  Directors  for
participation  in and decisions  concerning a grant or award of an Option to any
of such  persons and the matters set forth in clauses (b) through (h) of Section
4 (and any other matters concerning the timing, pricing and amount of a grant or
award) in respect of any such persons.

      Company means Chemfab Corporation, a Delaware corporation.
      -------

      Grant Date means the date on which an Option is granted,  as  specified in
Section 8 or, as applicable, in Section 6.

      Incentive Option means an Option which by its terms is to be treated as an
"incentive stock option" within the meaning of Section 422 of the Code.

      Market Value means the closing price for a share of the Stock on any date.

      Nonemployee Director means a director of the Company who is not an officer
or employee of the Company.
Nonstatutory Option means any Option that is not an Incentive Option.

      Option means an option to purchase  shares of the Stock  granted under the
Plan.

      Option  Agreement means an agreement  between the Company and an Optionee,
setting forth the terms and conditions of an Option.

      Option Price means the price paid or to be paid by an Optionee for a share
of Stock upon exercise of an Option.

      Optionee  means a person  eligible  to receive an Option,  as  provided in
Section 7, to whom an Option shall have been granted under the Plan.

      Plan means this 1999 Stock Option Plan of the Company.

      Stock means common stock, par value $.10 per share, of the Company.

      Ten Percent Owner means a person who owns, or is deemed within the meaning
of Section  422(b)(6) of the Code to own, stock  possessing more than 10% of the
total  combined  voting  power of all  classes of stock of the  Company  (or its
parent or  subsidiary  corporations).  Whether a person is a Ten  Percent  Owner
shall be  determined  with  respect to each Option  based on the facts  existing
immediately prior to the Grant Date of such Option.

      Vesting  Year for any portion of any  Incentive  Option means the calendar
year in which that portion of the Option first becomes exercisable.

      2.  Purpose.  The Plan is intended to encourage  ownership of the Stock by
key  employees  and  directors  of,  and  consultants  to, the  Company  and its
subsidiaries and to provide additional incentive for them to promote the success
of the Company's business. The Plan is intended to qualify as an incentive stock
option plan within the meaning of Section 422 of the Code and to provide for the
grant of Incentive Options and Nonstatutory Options.

      3.    Term of the  Plan.  Options  under  the  Plan  may be  granted  not
            ---- -- ---  ----
later than November 1, 2009.

      4.  Administration.  The Plan  shall  be  administered  by the  Committee.
Subject  to the  provisions  of the Plan  (including,  without  limitation,  the
provisions  of  Sections  6,  9 and  10),  the  Committee  shall  have  complete
authority, in its discretion,  to make the following determinations with respect
to each Option to be granted by the Company:  (a) the key employee,  director or
consultant  to receive  the  Option;  (b)  whether  the Option (if granted to an
employee) will be an Incentive Option or a Nonstatutory  Option; (c) the time of
granting  the  Option;  (d) the  number of shares  of the Stock  subject  to the
Option;  (e) the Option Price; (f) the vesting schedule,  if any, over which the
Option shall become  exercisable;  (g) the expiration  date of the Option (which
may not be more than ten (10) years  after the date of grant  thereof);  and (h)
the  restrictions,  if any, to be imposed  upon  transfer of shares of the Stock
purchased  by the  Optionee  upon the  exercise  of the  Option.  Subject to the
provisions  of  Section  6, the  Committee  shall  have  complete  authority  to
interpret  the Plan,  to  prescribe,  amend and  rescind  rules and  regulations
relating to it, to determine the terms and provisions of the  respective  Option
Agreements (which need not be identical),  and to make all other  determinations
necessary or  advisable  for the  administration  of the Plan.  The  Committee's
determination on the matters referred to in this Section 4 shall be conclusive.
5. Stock Subject to the Plan. The Plan covers 500,000 shares of the Stock,
subject,  however,  to the  provisions of Section 15 of the Plan.  The number of
shares of the Stock purchased pursuant to the exercise of Options and the number
of shares of the Stock subject to outstanding  Options shall be charged  against
the shares covered by the Plan; but shares of the Stock subject to Options which
terminated without being exercised shall not be so charged.  Shares of the Stock
to be issued upon the exercise of Options may be either  authorized but unissued
shares or shares held by the Company in its treasury.  If any Option  expires or
terminates  for any reason without having been exercised in full, the shares not
purchased  thereunder  shall again be  available  for Options  thereafter  to be
granted.

      6.    Automatic Grants of Options to Nonemployee Directors.
            --------- ------ -- ------- -- ----------- ---------

      (a)  Directors  Elected or Re-Elected  at Annual  Shareholders  Meeting or
Special Meeting in Lieu of Annual Meeting. Each individual who is not an officer
or  employee  of the  Company  who is  elected  or  re-elected  to the  Board of
Directors at an annual shareholders meeting or special meeting in lieu of annual
meeting (an "Annual Shareholders  Meeting"), or continues to serve as a director
after such Annual  Shareholders  Meeting, is hereby granted, on the date of such
meeting (as used in or with reference to this Section 6(a), an "Automatic  Grant
Date"),  a  Nonstatutory  Option  to  purchase  6,000  shares  of the  Stock (As
Adjusted).  Each  Nonstatutory  Option granted to an Optionee under this Section
6(a) shall (1) have an exercise  price equal to 100% of the Market  Value of the
Stock on the Automatic Grant Date, and (2) become  exercisable in four (4) equal
installments  as follows:  25% on the Automatic Grant Date, an additional 25% on
the last day of the fiscal  quarter  which  includes  the  Automatic  Grant Date
(unless the Automatic Grant Date is itself the last day of a fiscal quarter,  in
which case this second 25% portion shall become  exercisable  on the last day of
the immediately  subsequent  fiscal quarter),  and an additional 25% on the last
day of each of the next two fiscal quarters,  if the Optionee remains a director
of the Company on such dates.

      (b)  Directors  Elected  at Other  Times.  Each  individual  who is not an
officer or employee of the Company who is elected to the Board of Directors on a
date other than the day of an Annual  Shareholders  Meeting  (as used in or with
reference to this Section 6(b),  such date being an  "Automatic  Grant Date") is
hereby granted,  on the Automatic Grant Date, a Nonstatutory  Option to purchase
the  number of shares of the  Stock  set  forth  below,  based on the  number of
quarters  remaining  in the fiscal  year  during  which he or she is so elected,
which option shall become  exercisable if the Optionee remains a director of the
Company as set forth below:

            (1) If  such  individual  is  elected  after  the  day of an  Annual
Shareholders Meeting but on or before December 31, he or she is hereby granted a
Nonstatutory Option to purchase 4,500 shares of the Stock (As Adjusted), 33 1/3%
of which shall become  exercisable  on each of December 31, March 31 and June 30
of the fiscal year of such  director's  election if he or she remains a director
on such dates.
(2) If such  individual  is elected on or after  January 1 but on or
before March 31, he or she is hereby granted a  Nonstatutory  Option to purchase
3,000 shares of the Stock (As Adjusted),  50% of which shall become  exercisable
on each of March 31 and June 30 of the fiscal year of such  director's  election
if he or she remains a director on such dates.

            (3) If such  individual  is  elected  on or after  April 1 but on or
before June 30, he or she is hereby  granted a  Nonstatutory  Option to purchase
1,500 shares of the Stock (As Adjusted) which shall become fully  exercisable on
June 30 of the fiscal  year of such  director's  election if he or she remains a
director on such date.

Each Option granted to a director under this Section 6(b) shall have an exercise
price  equal to 100% of the  Market  Value of the Stock on the  Automatic  Grant
Date.

      7. Eligibility.  An Option may be granted only to a key employee, director
or consultant of the Company or one or more of its  subsidiaries,  provided that
no Options may be granted to any  Nonemployee  Director  except  pursuant to the
provisions of Section 6, and provided,  further,  that Incentive  Options may be
granted  only  to a  key  employee  of  the  Company  or  one  or  more  of  its
subsidiaries.

      8. Time of Granting  Options.  Subject to the provisions of Section 6, the
granting of an Option shall take place at the time  specified by the  Committee.
Only if expressly so provided by the Committee  shall the Grant Date be the date
on which an Option  Agreement shall have been duly executed and delivered by the
Company and the Optionee.

      9. Option Price. The Option Price under each Incentive Option shall be not
less than 100% of the Market  Value of the Stock on the Grant Date,  or not less
than 110% of the Market  Value of the Stock on the Grant Date if the Optionee is
a Ten Percent Owner. The Option Price under each  Nonstatutory  Option shall not
be so limited by reason of this Section 9, and need not be fair market value.

      10.   Option  Period.  No  Incentive  Option  may be  exercised  later
            ------  ------
than the fifth anniversary  of the Grant Date if the  Optionee is a Ten Percent
Owner.  The option  period under any Nonstatutory Option shall not be so limited
by reason of this Section 10.

      11. Limit on Incentive Option Characterization.  No Incentive Option shall
be  considered  an Incentive  Option to the extent that pursuant to its terms it
would  permit the  Optionee to purchase  for the first time in any Vesting  Year
under that Incentive  Option more than the number of shares of Stock  calculated
by dividing the current  limit by the Option  Price.  The current  limit for any
Optionee for any Vesting Year shall be $100,000 minus the aggregate Market Value
at the date of grant of the number of shares of Stock available for purchase for
the first time in the Vesting Year under each other Incentive  Option granted to
the Optionee under the Plan and each other incentive stock option granted to the
Optionee after December 31, 1986 under any other  incentive stock option plan of
the Company (and any parent and subsidiary corporations).
12.   Exercise of Option.
            -------- -- ------

      (a) Unless the  Committee  otherwise  determines,  and except as otherwise
provided  in Section 6, all  Options  shall  permit the  Optionee  to  exercise,
cumulatively,  25% of the option  shares on each of the first  four  anniversary
dates of the Grant Date.  The Optionee  shall give written notice of exercise to
the Company.  The notice  shall  specify the number of shares of the Stock which
the  Optionee  elects to  purchase.  For shares of the Stock which the  Optionee
elects to purchase, the Optionee shall, except as otherwise permitted by Section
12(c)  below,  enclose a personal  check  equal to the  aggregate  option  price
payable  with  respect to such  shares.  Subject  to, and  promptly  after,  the
Optionee's  compliance  with all of the  provisions of this Section  12(a),  the
Company shall deliver or cause to be delivered to the Optionee a certificate for
the number of shares of the Stock then being purchased by him or her. If any law
or applicable regulation of the Securities and Exchange Commission or other body
having jurisdiction in the premises shall require the Company or the Optionee to
take any action in  connection  with  shares of the Stock being  purchased  upon
exercise of the Option,  exercise of the Option and delivery of the  certificate
or certificates for such shares (including,  without limitation, any exercise of
the Option and delivery of the  certificate  or  certificate  for such shares in
accordance  with the  procedures  set forth in  Section  12(c)  below)  shall be
postponed until completion of the necessary action,  which shall be taken at the
Company's  expense.  Each  outstanding  Option shall be reduced by one share for
each share of the Stock purchased upon exercise of the Option.

      (b) The Company's  obligation to deliver  shares of Stock upon exercise of
an Option  shall be subject to the  Optionee's  satisfaction  of all  applicable
federal, state and local income and employment tax withholding obligations.  The
Optionee  shall  satisfy such  obligations  by making a payment of the requisite
amount in cash or by check,  unless the  Optionee is entitled to and has elected
to effect such payment through a "cashless"  exercise in accordance with Section
12(c) below.

      (c) In lieu of enclosing a personal check together with the written notice
of exercise as described in Section 12(a) above, an Optionee that is not subject
to the  provisions  of Section 16 of the  Securities  Exchange  Act of 1934,  as
amended,  and the rules and  regulations  promulgated  thereunder  (a "Qualified
Optionee"), may, unless prohibited by applicable law, elect to effect payment by
including with the written notice of exercise referred to in Section 12(a) above
irrevocable  instructions to deliver for sale to a registered  securities broker
acceptable  to the  Company a number of shares of Stock  subject  to the  Option
being exercised sufficient,  after brokerage commissions, to cover the aggregate
option price payable with respect to such shares and, if the Qualified  Optionee
further elects, the Qualified Optionee's  withholding  obligations under Section
12(b) with respect to such exercise,  together with irrevocable  instructions to
such  broker to sell such  shares  and to remit  directly  to the  Company  such
aggregate option price and, if the Qualified Optionee has so elected, the amount
of such withholding obligations. The Company shall not be required to deliver to
such  securities  broker  any stock  certificate  for such  shares  until it has
received  from the broker such  aggregate  option  price and,  if the  Qualified
Optionee has so elected, the amount of such withholding obligations.
13.  Transferability   of   Options.   Options   shall   not  be   transferable,
     ---------------  --   -------
otherwise  than by will or the laws of descent and distribution, and may be
exercised during the life of the Optionee only by the Optionee.

      14.   Termination of Employment, Disgorgement of Certain Profits.
            ----------- -- ----------  ------------ -- ------- -------

           (a) If an Optionee ceases to be an employee,  director or consultant
of the Company or any of its  subsidiaries  for any reason other than retirement
of an employee or death of an Optionee,  any Option held by that Optionee may be
exercised  by the Optionee at any time within 90 days after the  termination  of
such  relationship,  but only to the extent exercisable at termination and in no
event after the option period.  If an Optionee enters retirement from employment
or dies,  any Option held by that  Optionee  may be exercised by the Optionee or
the Optionee's  executor or  administrator at any time within the shorter of the
option period or 12 months after the date of  retirement  or death,  but only to
the extent exercisable at retirement or death. Options which are not exercisable
at the time of termination of such  relationship or which are so exercisable but
are not  exercised  within the time  periods  described  above shall  terminate.
Military or sick leave shall not be deemed a  termination  under this Section 14
provided  that it does not exceed  the  longer of 90 days or the  period  during
which the rights of the absent  employee,  director or consultant are guaranteed
by statute or by contract.

            (b) If, during the twelve-month period following the cessation of an
Optionee's  employment with, and/or directorship of, and/or consultancy for, the
Company or any of its  subsidiaries,  as the case may be, and  regardless of the
reason or  absence  of reason for such  cessation  (the date of which  cessation
hereinafter,  a "Cessation Date"),  said Optionee engages directly or indirectly
in any business,  activity or  enterprise  which  diverts  business  from, is in
conflict  with,  causes a competitive  disadvantage  to, or otherwise  adversely
affects the  interests or business  of, the Company or any of its  subsidiaries,
the Optionee  shall  automatically  owe to the Company,  and shall  promptly and
without demand pay to the Company, with respect to each share of Stock issued to
the Optionee upon the full or partial  exercise of each Option  exercised by the
Optionee  from  and  after  that  date  which is nine  (9)  months  prior to the
Optionee's Cessation Date, an amount equal to the excess of Market Value of such
share on the date of exercise  over the Option  Price paid by the  Optionee  for
such share;  provided that, on a case by case basis, a majority of disinterested
members  of the  Board  of  Directors  or  the  Committee  may,  in  their  sole
discretion,  waive  enforcement  of this  provision,  in whole  or in part;  and
provided  further that no such waiver shall be deemed a waiver of enforcement in
any other  instance.  The  provisions  of this Section 14(b) shall be applicable
with respect to all Options granted pursuant to this Plan.

      15.  Adjustment  of Number  of  Shares;  Fractional  Shares.  Each  Option
Agreement  shall provide that in the event of any stock dividend  payable in the
Stock or any split-up or  contraction  in the number of shares of the Stock,  or
any  reclassification or change of outstanding shares of the Stock, in each case
occurring  after the date of such Option  Agreement and prior to the exercise in
full of the  Option,  the  number  and kind of shares  for which the  Option may
thereafter be exercised shall be  proportionately  and  appropriately  adjusted.
Each Option  Agreement  shall  further  provide that upon any  consolidation  or
merger of the Company with or into another company, or any sale or conveyance to
another  company or entity of the  property  of the  Company as a whole,  or the
dissolution or liquidation of the Company,  the Option shall terminate,  but the
Optionee (if at the time an employee,  director or consultant of the Company, or
any of its subsidiaries, as appropriate) shall have the right, immediately prior
to such event,  to exercise the Option,  to the extent then  exercisable  by its
terms and not theretofore  exercised.  No fraction of a share of the Stock shall
be purchasable or deliverable,  but in the event any adjustment of the number of
shares of the Stock  covered by the Option  shall cause such number to include a
fraction of a share,  such  fraction  shall be  adjusted to the nearest  smaller
whole  number of shares.  In the event of changes  in the  outstanding  Stock by
reason of any stock dividend, split-up, contraction, reclassification, or change
of outstanding shares of the Stock of the nature contemplated by this Section 15
after the date of adoption of this Plan by the Board of Directors, the number of
shares of the Stock available for the purpose of the Plan as stated in Section 5
and the  exercise  price  per  share of each  Option  shall  be  correspondingly
adjusted.
16. Stock Reserved.  The Company shall at all times during the term of the
Options reserve and keep available such number of shares of the Stock as will be
sufficient to satisfy the requirements of this Plan and shall pay all other fees
and expenses necessarily incurred by the Company in connection therewith.

      17.  Limitation  of Rights in Option  Stock.  The  Optionee  shall have no
rights as  stockholder  in respect of shares of the Stock as to which his or her
Option shall not have been  exercised,  certificates  issued and  delivered  and
payment as herein  provided made in full,  and shall have no rights with respect
to such shares not expressly conferred by this Plan.

      18. Purchase for Investment.  The Optionee shall make such representations
with respect to investment  intent and the method of disposal of optioned shares
of the Stock as the Board of  Directors  may deem  advisable  in order to assure
compliance with applicable securities laws.

      19.  Termination  and Amendment of Plan. The Board of Directors may at any
time terminate the Plan or make such  modifications of the Plan as it shall deem
advisable,  provided, that the Board of Directors may not (a) except as provided
in Section  15,  without  approval  by the  holders of a majority  of the shares
represented  within  twelve (12) months after the adoption of such  amendment by
the Board of  Directors,  increase the maximum  number of shares  available  for
option under the Plan or extend the period  during which  Options may be granted
or exercised or (b) more than once in any six (6) month  period,  amend the Plan
so as to (1) modify  Section 6 or (2) otherwise  provide for or permit the grant
of  Options  to  Nonemployee  Directors,  provided,  however,  that the Board of
Directors  may make a  modification  of the type set forth in  clause  (b)(1) or
(b)(2)  above which is made to comport  with  changes in the Code,  the Employee
Retirement Income Security Act of 1974, as amended, or the rules and regulations
under either such statute.  No termination or amendment of the Plan may, without
the  consent of the  Optionee  to whom any Option  shall  theretofore  have been
granted, adversely affect the rights of that Optionee under that Option.

      20.  Effective  Date.  The Company's  1999 Stock Option Plan was initially
approved  by the  Board  of  Directors  on  September  23,  1999  pursuant  to a
resolution  recommending  its  approval  by  the  Company's  stockholders,   and
following approval and adoption by the stockholders of the Company at the Annual
Meeting on October 26, 1999, the 1999 Stock Option Plan will become effective on
November 2, 1999.

\\Menh-nt-1\SHARE\tcp general\1999 Stock Option Plan.doc
Exhibit 5
                                Bingham Dana LLP
                               150 Federal Street
                                Boston, MA 02110
                                Tel: 617-951-8000
                                Fax: 617-951-8736

                                 March 31, 2000

Chemfab Corporation
701 Daniel Webster Highway
Merrimack, NH  03054

      Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

      We have acted as counsel for Chemfab  Corporation,  a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 proposed to be filed with the Securities and Exchange Commission on or about
the date hereof (the "Registration Statement").

      The  Registration  Statement  covers the registration of 500,000 shares of
common stock, $.10 par value per share, of the Company (the "Shares"), which are
issuable by the Company pursuant to its 1999 Stock Option Plan (the "Plan").

      We have reviewed the corporate  proceedings of the Company with respect to
the authorization of the Plan and the issuance of the Shares thereunder. We have
also  examined and relied upon  originals or copies of such  corporate  records,
instruments,  agreements or other documents of the Company,  and certificates of
officers  of the  Company  as to  certain  factual  matters,  as we have  deemed
necessary or appropriate as a basis for the opinions hereinafter  expressed.  In
our  examination,  we  have  assumed  the  genuineness  of all  signatures,  the
conformity  to the  originals  of all  documents  reviewed by us as copies,  the
authenticity  and  completeness  of all  original  documents  reviewed  by us in
original or copy form and the legal competence of each individual  executing any
document.

      This opinion is limited solely to the Delaware General Corporation Law, as
applied by courts located in Delaware, the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting those laws.

      Based upon and subject to the  foregoing,  we are of the opinion  that the
Shares,  when issued and delivered upon the exercise of options  pursuant to the
Plan and against the payment of the  purchase  price  therefor,  will be validly
issued, fully paid and non-assessable.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration Statement.

                                          Very truly yours,

                                          /s/ Bingham Dana LLP

                                          Bingham Dana LLP
Exhibit 23(a)

                        Consent of Independent Auditors

We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Registration  Statement  (Form S-8)  pertaining to the 1999 Stock Option Plan of
Chemfab  Corporation and to the incorporation by reference therein of our report
dated July 23, 1999, with respect to the consolidated  financial  statements and
schedule of Chemfab  Corporation  included in its Annual  Report (Form 10-K) for
the year ended June 30, 1999, filed with the Securities and Exchange Commission.

                                                   /s/Ernst & Young LLP

Boston, Massachusetts
March 27, 2000
Exhibit 24

                              POWER OF ATTORNEY

I,  the  undersigned   Director  and/or  Officer  of  Chemfab  Corporation  (the
"Company"),  hereby severally constitute and appoint John W. Verbicky,  Moosa E.
Moosa,  and Thomas C. Platt III, and each of them,  my true and lawful  attorney
and  agent to sign  for me,  and in my name and in the  capacity  or  capacities
indicated below (A) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999, (B) the Company's  Registration Statement on Form S-8 (File
No.  ___________),  dated as of _____________  ___, 2000  registering  under the
Securities Act of 1933, as amended (the "Act"),  shares of the Company's  Common
Stock  issuable  or  transferable  on the  exercise of stock  options  under the
Company's  1999  Stock  Option  Plan  (the  "1999  Plan"),  and  (C) any and all
amendments  (including  supplements  and  post-effective  amendments) to (1) the
Company's  Registration  Statement on Form S-8 (File No.  2-89831),  dated as of
March 8, 1984,  registering  under the Act shares of the Company's  Common Stock
issuable or transferable on the exercise of stock options and stock appreciation
rights under the Company's  1983  Incentive  Stock Option Plan (the "1983 Plan")
and on the exercise of stock options under the Company's  1981  Incentive  Stock
Option Plan (the "1981 Plan") and the 1979 Non-Qualified  Stock Option Plan (the
"1979  Plan"),  (2) the Company's  Registration  Statement on Form S-8 (File No.
33-18263),  dated as of November 30, 1987,  registering  under the Act shares of
the Company's Common Stock issuable or transferable on exercise of options under
the 1983 Plan,  the 1981 Plan and the 1986 Stock  Option Plan (the "1986  Plan")
(collectively,  with the  1983  Plan,  the 1981  Plan,  and the 1979  Plan,  the
"Plans"),  (3) the  Company's  Registration  Statement on Form S-8,  dated as of
August 2, 1990,  registering  under the Act shares of the Company's Common Stock
issuable or  transferable  on exercise of options  under the 1986 Plan,  (4) the
Company's  Registration  Statement on Form S-8 (File No.  33-18264)  registering
under the Act for reoffer,  shares of the  Company's  Common  Stock  issuable or
transferable  on  exercise  of options  under the Plans or of  certain  Non-Plan
options.  (5) the  Company's  Registration  Statement  on  Form  S-8  (File  No.
33-61946),  dated as of April 30, 1993,  registering under the Act shares of the
Company's Common Stock issuable or transferable on exercise of options under the
1991 Plan and the Company's  1991 Chemfab  Employee  Stock Option Plan,  (6) the
Company's Registration  Statement on Form S-8 (File No. 333-07139),  dated as of
June 28, 1996,  registering  under the Act shares of the Company's  Common Stock
issuable  or  transferable  on  exercise  of  options  under  The 1991  Plan and
registering  under  the Act for  reoffer  certain  of such  shares,  and (7) the
Company's Registration  Statement on Form S-8 (File No. 333-46985),  dated as of
February 27, 1998 registering under the Act shares of the Company's Common Stock
issuable  or  transferable  on  exercise  of  options  under  the 1991  Plan and
registering under the Act for reoffer of such shares.
Signatures, Date              Title

/s/ John W. Verbicky
--------------------          President, Chief Executive Officer
January 21, 2000              and Director
John W. Verbicky              (principal executive officer)

/s/ Moosa E. Moosa
----------------------        Vice President-Finance, Chief
January 21, 2000              Financial Officer. and Treasurer
Moosa E. Moosa                (principal financial officer)

/s/ Hilary A. Arwine
----------------------        Corporate Controller
January 21, 2000              (principal accounting officer)
Hilary A. Arwine

/s/ Paul M. Cook
----------------------        Director
January 21, 2000
Paul M. Cook

/s/ Warren C. Cook
----------------------        Director
January 21, 2000
Warren C. Cook

/s/ Robert E. McGill III
----------------------        Director
January 21, 2000
Robert E. McGill III

/s/ James E. McGrath
----------------------        Director
January 21, 2000
James E. McGrath

/s/ Duane C. Montopoli
----------------------        Director
January 21, 2000
Duane C. Montopoli

/s/ Nicholas Pappas
----------------------        Director
January 21, 2000
Nicholas Pappas