File No. 333-______

     As filed with the Securities and Exchange Commission on June 28, 1996.

                       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 AMENDED AND RESTATED 1991 STOCK OPTION PLAN
                            (Full title of the plan)

     Duane C. Montopoli            Copy to:       David L. Engel, Esq.
     Chief Executive Officer                      Bingham, Dana & Gould 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

                               Proposed      Proposed
Title of                       maximum       maximum
securities        Amount       offering      aggregate      Amount of
to be             to be        price         offering       registration
registered        registered    per share     price          fee

Common Stock,    1,270,875(1)   N/A          (2)            $5,613.00
$.10 par value
per share

_______________________________

(1)  Consists of (i) 520,875 shares issued  or subject to issuance upon exercise
  of  options granted  under the  Plan, which  shares are  being registered  for
  resale hereby, and (ii) an additional 750,000 shares subject  to issuance upon
  exercise of stock options granted or to be granted under the Plan.  On April 
  30, 1993, the Registrant filed a Registration Statement on Form S-8 (File No. 
  33-61946) registering 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) of Common Stock for issuance upon exercise of stock options
  granted or to be granted under the Plan (in its predecessor form), and the 
  Registrant paid a registration fee of $2,499.12 in connection with the filing 
  of such Registration Statement.
(2)  The Proposed maximum  offering price  has been estimated  pursuant to  Rule
  457(h) solely for the purpose of calculating 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 estimate of  the Proposed  maximum aggregate
  offering  price has  been  calculated based  on (i)  the  offering of  520,875
  shares, being  the portion  of the  shares of  Common Stock  registered hereby
  subject to outstanding options under the  Plan, at a weighted average exercise
  price of $11.00 per share, and (ii) the offering of 750,000  shares, being the
  aggregate  number  of  shares  of Common  Stock  available  for issuance  upon
  exercise of stock options granted or to be granted under the Plan, at an 
  exercise price of $14.0625 per share, which is the average of the high and low
  prices of the Registrant's Common Stock as listed on the National Association 
  of Securities Dealers  Automated  Quotation ("Nasdaq")  National Market System
  on June 21, 1996.

    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 a Registration  Statement on Form S-8 (File No.
33-61946) previously filed by the Registrant on April 30, 1993.

                                      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 "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.

     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  750,000 shares  of Common  Stock  subject to
issuance  upon exercise  of stock  options granted  or to  be granted  under the
Amended  and Restated 1991  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 
Registration Statement  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 Amended and Restated 1991 Plan.

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


                             UP TO 1,270,875 SHARES

                               CHEMFAB CORPORATION

                                  COMMON STOCK

   This Prospectus  relates to the offer and sale of up to 1,270,875 shares (the
"Shares") of  common stock, $0.10 par  value per share (the  "Common Stock"), of
Chemfab Corporation (the "Company") that have been or will have been issued upon
exercise of stock options granted  or to be granted under the  Company's Amended
and Restated 1991 Stock Option Plan to the officers and directors of the Company
named herein (the  "Selling Stockholders").   See "Selling  Stockholders."   The
Company  will not receive  any of the  proceeds from  the sale of  Shares by the
Selling Stockholders.

   The Company's  Common Stock trades  on the  Nasdaq National  Market under the
symbol "CMFB." On June 21, 1996, the closing sale price of  the Common Stock, as
reported by the Nasdaq National Market, was $14.625 per share.


          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
 SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
                 THE SECURITIES AND EXCHANGE COMMISSION OR ANY 
            STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR 
             ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE 
                         CONTRARY IS A CRIMINAL OFFENSE.


                         Price to             Discounts         Proceeds to
                         Public             and Commissions       Selling
                                                                Stockholders

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

________________________

(1)  All or a  portion of the Shares offered  hereby may be sold by  the Selling
  Stockholders  from time  to time  in one  or  a  combination of  the following
  transactions:  (a) transactions (which may involve block  transactions) on the
  National Market  System of the  Nasdaq Stock Market,  or otherwise, at  market
  prices prevailing at the time of sale or at prices  related to such prevailing
  market prices; or (b)  privately negotiated transactions at negotiated prices.
  The Selling Stockholders may effect such  transactions by selling such  Shares
  directly to purchasers  or by selling  such Shares  to or  through brokers  or
  dealers and such brokers  or dealers may  receive compensation in the form  of
  discounts,  concessions or  commissions from  the Selling  Stockholders or the
  purchasers  of such Shares for whom  such brokers or dealers may act as agent,
  or to whom they sell as principal, or both.  See "Plan of Distribution."

(2)  All of  the expenses of this offering, which are estimated at $13,000, will
  be paid  by  the  Company.   The  Company  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 hereby,
  which will be borne by the Selling Stockholders.

                                  June 28, 1996

                              AVAILABLE INFORMATION

     The  Company is subject to  the information requirements  of the Securities
Exchange  Act  of 1934,  as amended  (the  "Exchange Act"),  and,  in accordance
therewith,  files reports and other information with the Securities and Exchange
Commission  (the "Commission").    Such reports  and  other information  can  be
inspected  and copied  at the Commission's  Office of  Public Reference  at Room
1024,  450 Fifth Street, N.W.,  Washington, D.C. 20549,  and at the Commission's
regional  offices at  Room 1204,  Everett McKinley  Dirksen Building,  219 South
Dearborn Street, Chicago,  Illinois 60604  and Room 1110,  Federal Building,  26
Federal  Plaza, New York,  New York  10007; and copies  of such material  can be
obtained  from the  Public  Reference Section  of  the Commission  at 450  Fifth
Street, N.W., Washington, D.C. 20549, at  prescribed rates.  The Common Stock is
listed on  the National  Association of  Securities Dealers  Automated Quotation
System ("Nasdaq") National Market System and reports, proxy statements and other
information concerning the Company can be  inspected at Nasdaq at 1735 K Street,
N.W., Washington, D.C. 20006-1506.     
    The Company has filed with the Commission a Registration Statement  on Form
S-8 under  the Securities Act with  respect to the Common  Stock offered hereby.
This  Prospectus  does not  contain all  of the  information  set forth  in that
Registration  Statement  and the  exhibits  and schedules  thereto.  For further
information  with  respect to  the Company  and its  Common Stock,  reference is
hereby made  to the Registration  Statement and  to the  schedules and  exhibits
filed  as  part  thereof. Statements  contained  in this  Prospectus  as  to the
contents  of any  contract or any  other document are  not necessarily complete,
and, in each  instance, if such contract  or document is filed as  an exhibit to
the Registration  Statement, reference is made  to the copy of  such contract or
other document so filed, each such  statement being qualified in all respects by
such reference. Copies of the Registration Statement, including all exhibits and
schedules thereto, may be  copied at the public reference  facilities maintained
by  the  Commission at  Room  1024,  Judiciary Plaza,  450  Fifth Street,  N.W.,
Washington, D.C.  20549 and at the  Regional Offices of the  Commission at Suite
1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade Center,
Thirteenth Floor, New York, New York 10048. Copies also may be obtained from the
Public Reference Section of  the Commission at  Room 1024, Judiciary Plaza,  450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (1) the Company's Annual Report on
Form 10-K for the  fiscal year ended June  30, 1995; (2) all  reports previously
filed by  the Company pursuant  to Section 13(a)  or 15(d) of  the Exchange Act,
since the end of the Company's 1995 fiscal year; and (3) the description  of the
Common  Stock contained in the  Company's registration statement  filed with the
Commission under Section 12(g) of  the Exchange Act, including any  amendment or
report filed for the purpose of updating such description.

     In  addition, all documents subsequently  filed by the  Company 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 hereby have
been sold  or which  deregisters all of  such securities then  remaining unsold,
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents.

     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 incorporated by
reference herein  (but excluding any and all of the exhibits to such documents),
and  (2)  copies  of all  reports,  proxy  statements  and other  communications
distributed by  the Company to its  security holders generally (but  only to the
extent  such reports, proxy statements  and other communications  shall not have
otherwise  been received  by  such person).    Requests should  be  addressed to
Chemfab  Corporation,   Attention:  Secretary,   701  Daniel  Webster   Highway,
Merrimack, New Hampshire 03054.


                                   THE COMPANY

    The Company develops, manufactures and markets polymer-based engineered 
products and materials systems for use in 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 electronics, environmental, food processing,
architectural, aerospace, communications, protective clothing and other
industrial markets. The  Company'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

     The Company 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 Common Stock of  the Company beneficially owned
by each of them as of May 31,  1996, and the number of such shares available for
resale  hereunder by each of  them.  Since each of  the Selling Shareholders may
sell all or any portion of shares of Common Stock available for resale hereunder
by such Selling Stockholder, no estimate can be given as to the amount of shares
of Common Stock that will  be held by such Selling Stockholder  upon termination
of this offering.



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


Paul M. Cook(3)                        576,660                      30,000
Warren C. Cook(4)                      190,827                      30,000
James C. Manocchi(5)                    60,000                      95,437
Robert E. McGill, III(6)                 7,000                       6,000
James E. McGrath(7)                     18,000                      18,000
Duane C. Montopoli(8)                  183,500                      79,500
Gabriel P. O'Gara(9)                    39,202                      48,750
Nicholas Pappas(10)                     36,000                      30,000
Laurence E. Richard(11)                 27,000                      41,438
Charles Tilgner III(12)                 21,984                      14,250
John W. Verbicky(13)                    11,250                     127,500
_________________
(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 505,624 shares of Common  Stock
    subject  to stock  options  held by  the  Selling Stockholders  that  can be
    exercised to  purchase such shares on  or before July 30,  1996, as follows:
    60,000 shares for Mr.  Paul Cook, 60,000 shares for Mr. Warren  Cook, 60,000
    shares for Mr. Manocchi, 6,000 shares for Mr. McGill,  18,000 shares for Mr.
    McGrath, 179,000  shares for Mr.  Montopoli, 39,187 shares  for Mr.  O'Gara,
    30,000  shares for Mr. Pappas, 27,000  shares for Mr. Richard, 15,187 shares
    for Mr. Tilgner and 11,250 shares for Mr. Verbicky.

(2) Consists of outstanding options granted to the Selling Stockholders pursuant
    to the Company's Amended and Restated 1991 Stock Option Plan.

(3)  Includes 516,660 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.

(4)  Includes  85,500 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.

(5)  Mr. Manocchi is the Company's Vice President-Asia Pacific Business Group.

(6)  Mr. McGill is a director of the Company.

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

(8)  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 the Company's President and  Chief Executive Officer, and is  a
    director of the Company.

(9)  Mr. O'Gara is the Company's Vice President-European Business Group.

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

(11) Mr. Richard is the Company's Corporate Controller.

(12) Mr. Tilgner is the Company's Vice President and Director of U.S. Operations
    and Engineering.

(13) Mr.  Verbicky is the Company's Executive Vice President and Chief Operating
    Officer.


                              PLAN OF DISTRIBUTION

     All or a portion of  the Shares offered hereby  may be sold by the  Selling
Stockholders  from  time to  time  in  one or  a  combination  of the  following
transactions:   (a) transactions (which  may involve block  transactions) on the
National  Market  System of  The Nasdaq  Stock Market,  or otherwise,  at market
prices prevailing  at the time of  sale or at prices related  to such prevailing
market prices;  or (b) privately  negotiated transactions at  negotiated prices.
The Selling Stockholders  may effect  such transactions by  selling such  Shares
directly  to purchasers  or by  selling  such Shares  to or  through brokers  or
dealers and  such brokers or  dealers may  receive compensation in  the form  of
discounts,  concessions  or commissions  from  the Selling  Stockholders  or the
purchasers of such Shares for whom such  brokers or dealers may act as agent, or
to whom they sell as principal, or both.  

     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 the
Company,   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 hereby, 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,
1995, 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.



   No       dealer,        sales
 representative,  or  any  other            1,270,875 SHARES
 person  has been  authorized 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  the Company  or
 any  Selling Stockholder.  This
 Prospectus does  not constitute
 an   offer   to   sell   or   a
 solicitation of an offer to buy           CHEMFAB CORPORATION
 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             COMMON STOCK
 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 the              PROSPECTUS
 Company  since the  date hereof
 or  that  information contained
 herein  is  correct  as of  any
 time  subsequent  to  the  date
 hereof.


     TABLE OF CONTENTS


                                
                           Page 
 Available Information       2
 Incorporation of Certain
   Documents by Reference    2
 The Company                 3
 Use of Proceeds             3
 Selling Stockholders        4
 Plan of Distribution        6
 Experts                     6


                                              June 28, 1996



                                  PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits

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

(3)(a)   The Certificate of Incorporation of the Registrant filed as 
        Exhibit 3(a) to the Registrant's Registration Statement Form S-1
        (File No. 2-85949) filed November 10, 1983, as amended by an 
        amendment filed as Exhibit 3(a) to the Registrant's Form 8 filed        
        on November 5, 1987, and as amended further by an amendment filed
        as Exhibit 3(a)(i) to the Registrant's Quarterly Report on Form 
        10-Q for the quarter ended September 29, 1991, is incorporated 
        herein by reference.

(3)(b)   Certificate of Amendment to Certificate of Incorporation of the 
        Company (effective November 6, 1991) as filed as Exhibit 3(a)(1)
        to the Company's Quarterly Report on Form 10-Q for the quarter 
        ended September 29, 1992, is incorporated herein by reference.

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

(4)(a)   Chemfab Corporation Amended and Restated 1991 Stock Option Plan 
        filed as Exhibit 10(a)(9) to the Registrant's Quarterly Report on
        Form 10-Q for the quarter ended December 26, 1993 is incorporated
        herein by reference.

(4)(b)   First Amendment to Amended and Restated 1991 Stock Option Plan, 
        filed as Exhibit 10(a)(12) to the Company's Quarterly Report on 
        Form 10-Q for the quarter ended December 31, 1995, is 
        incorporated herein by reference.

(4)(c)   Forms of Stock Option Agreements under the Registrant's Amended
        and Restated 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.

(5)      Opinion and Consent of Bingham, Dana & Gould as to the legality 
        of the securities being registered.

(23)(a) Consent of Ernst & Young LLP.

(23)(b) Consent of Bingham, Dana & Gould - included in Exhibit 5.

(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 28th day of June 1996.


                                  CHEMFAB CORPORATION

                                  By:     /s/ Duane C. Montopoli            
                                          Duane C. Montopoli
                                          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/ Duane C. Montopoli        President, Chief Executive     June 28, 1996
Duane C. Montopoli            Officer and Director

        *                     Corporate Controller           June 28, 1996
Laurence E. Richard           (principal financial 
                              officer and principal
                              accounting officer)

        *                     Director                       June 28, 1996
Paul M. Cook

         *                    Director                       June 28, 1996
Warren C. Cook

         *                    Director                       June 28, 1996
Robert E. McGill III

         *                    Director                       June 28, 1996
James E. McGrath

         *                    Director                       June 28, 1996
Nicholas Pappas


* By     /s/ Duane C. Montopoli
         Duane C. Montopoli,
         Attorney-in-Fact


                            Exhibit Index

Exhibit No.      Description of Documents

(3)(a)          The Certificate of Incorporation of the Registrant filed as 
                Exhibit 3(a) to the Registrant's Registration Statement Form 
                S-1 (File No. 2-85949) filed November 10, 1983, as amended by an
                amendment filed as Exhibit 3(a) to the Registrant's Form 8 filed
                on November 5, 1987, and as amended further by an amendment 
                filed as Exhibit 3(a)(i) to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended September 29, 1991, is 
                incorporated herein by reference.

(3)(b)          Certificate of Amendment to Certificate of Incorporation of the 
                Company (effective November 6, 1991) as filed as Exhibit 3(a)(1)
                to the Company's Quarterly Report on Form 10-Q for the quarter 
                ended September 29, 1992, is incorporated herein by reference.

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

(4)(a)          Chemfab Corporation Amended and Restated 1991 Stock Option Plan 
                filed as Exhibit 10(a)(9) to the Registrant's Quarterly Report 
                on Form 10-Q for the quarter ended December 26, 1993, is 
                incorporated herein by reference.

(4)(b)          First Amendment to Amended and Restated 1991 Stock Option Plan,
                filed as Exhibit 10(a)(12) to the Company's Quarterly Report on 
                Form 10-Q for the quarter ended December 31, 1995, is 
                incorporated herein by  reference.

(4)(c)          Forms of Stock Option Agreements under the Registrant's Amended 
                and Restated 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.

(5)             Opinion and Consent of Bingham, Dana & Gould as to the legality 
                of the securities being registered.

(23)(a)         Consent of Ernst & Young LLP.

(23)(b)         Consent of Bingham, Dana & Gould - included in Exhibit 5.

(24)            Power of Attorney.
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{"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": "333-07139", "film-number": "96588337"}, "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 June 28, 1996.

                       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 AMENDED AND RESTATED 1991 STOCK OPTION PLAN
                            (Full title of the plan)

     Duane C. Montopoli            Copy to:       David L. Engel, Esq.
     Chief Executive Officer                      Bingham, Dana & Gould 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

                               Proposed      Proposed
Title of                       maximum       maximum
securities        Amount       offering      aggregate      Amount of
to be             to be        price         offering       registration
registered        registered    per share     price          fee

Common Stock,    1,270,875(1)   N/A          (2)            $5,613.00
$.10 par value
per share

_______________________________

(1)  Consists of (i) 520,875 shares issued  or subject to issuance upon exercise
  of  options granted  under the  Plan, which  shares are  being registered  for
  resale hereby, and (ii) an additional 750,000 shares subject  to issuance upon
  exercise of stock options granted or to be granted under the Plan.  On April 
  30, 1993, the Registrant filed a Registration Statement on Form S-8 (File No. 
  33-61946) registering 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) of Common Stock for issuance upon exercise of stock options
  granted or to be granted under the Plan (in its predecessor form), and the 
  Registrant paid a registration fee of $2,499.12 in connection with the filing 
  of such Registration Statement.
(2)  The Proposed maximum  offering price  has been estimated  pursuant to  Rule
  457(h) solely for the purpose of calculating 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 estimate of  the Proposed  maximum aggregate
  offering  price has  been  calculated based  on (i)  the  offering of  520,875
  shares, being  the portion  of the  shares of  Common Stock  registered hereby
  subject to outstanding options under the  Plan, at a weighted average exercise
  price of $11.00 per share, and (ii) the offering of 750,000  shares, being the
  aggregate  number  of  shares  of Common  Stock  available  for issuance  upon
  exercise of stock options granted or to be granted under the Plan, at an 
  exercise price of $14.0625 per share, which is the average of the high and low
  prices of the Registrant's Common Stock as listed on the National Association 
  of Securities Dealers  Automated  Quotation ("Nasdaq")  National Market System
  on June 21, 1996.

    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 a Registration  Statement on Form S-8 (File No.
33-61946) previously filed by the Registrant on April 30, 1993.

                                      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 "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.

     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  750,000 shares  of Common  Stock  subject to
issuance  upon exercise  of stock  options granted  or to  be granted  under the
Amended  and Restated 1991  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 
Registration Statement  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 Amended and Restated 1991 Plan.

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

                             UP TO 1,270,875 SHARES

                               CHEMFAB CORPORATION

                                  COMMON STOCK

   This Prospectus  relates to the offer and sale of up to 1,270,875 shares (the
"Shares") of  common stock, $0.10 par  value per share (the  "Common Stock"), of
Chemfab Corporation (the "Company") that have been or will have been issued upon
exercise of stock options granted  or to be granted under the  Company's Amended
and Restated 1991 Stock Option Plan to the officers and directors of the Company
named herein (the  "Selling Stockholders").   See "Selling  Stockholders."   The
Company  will not receive  any of the  proceeds from  the sale of  Shares by the
Selling Stockholders.

   The Company's  Common Stock trades  on the  Nasdaq National  Market under the
symbol "CMFB." On June 21, 1996, the closing sale price of  the Common Stock, as
reported by the Nasdaq National Market, was $14.625 per share.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
 SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
                 THE SECURITIES AND EXCHANGE COMMISSION OR ANY 
            STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR 
             ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE 
                         CONTRARY IS A CRIMINAL OFFENSE.

                         Price to             Discounts         Proceeds to
                         Public             and Commissions       Selling
                                                                Stockholders

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

________________________

(1)  All or a  portion of the Shares offered  hereby may be sold by  the Selling
  Stockholders  from time  to time  in one  or  a  combination of  the following
  transactions:  (a) transactions (which may involve block  transactions) on the
  National Market  System of the  Nasdaq Stock Market,  or otherwise, at  market
  prices prevailing at the time of sale or at prices  related to such prevailing
  market prices; or (b)  privately negotiated transactions at negotiated prices.
  The Selling Stockholders may effect such  transactions by selling such  Shares
  directly to purchasers  or by selling  such Shares  to or  through brokers  or
  dealers and such brokers  or dealers may  receive compensation in the form  of
  discounts,  concessions or  commissions from  the Selling  Stockholders or the
  purchasers  of such Shares for whom  such brokers or dealers may act as agent,
  or to whom they sell as principal, or both.  See "Plan of Distribution."

(2)  All of  the expenses of this offering, which are estimated at $13,000, will
  be paid  by  the  Company.   The  Company  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 hereby,
  which will be borne by the Selling Stockholders.

                                  June 28, 1996

                              AVAILABLE INFORMATION

     The  Company is subject to  the information requirements  of the Securities
Exchange  Act  of 1934,  as amended  (the  "Exchange Act"),  and,  in accordance
therewith,  files reports and other information with the Securities and Exchange
Commission  (the "Commission").    Such reports  and  other information  can  be
inspected  and copied  at the Commission's  Office of  Public Reference  at Room
1024,  450 Fifth Street, N.W.,  Washington, D.C. 20549,  and at the Commission's
regional  offices at  Room 1204,  Everett McKinley  Dirksen Building,  219 South
Dearborn Street, Chicago,  Illinois 60604  and Room 1110,  Federal Building,  26
Federal  Plaza, New York,  New York  10007; and copies  of such material  can be
obtained  from the  Public  Reference Section  of  the Commission  at 450  Fifth
Street, N.W., Washington, D.C. 20549, at  prescribed rates.  The Common Stock is
listed on  the National  Association of  Securities Dealers  Automated Quotation
System ("Nasdaq") National Market System and reports, proxy statements and other
information concerning the Company can be  inspected at Nasdaq at 1735 K Street,
N.W., Washington, D.C. 20006-1506.     
    The Company has filed with the Commission a Registration Statement  on Form
S-8 under  the Securities Act with  respect to the Common  Stock offered hereby.
This  Prospectus  does not  contain all  of the  information  set forth  in that
Registration  Statement  and the  exhibits  and schedules  thereto.  For further
information  with  respect to  the Company  and its  Common Stock,  reference is
hereby made  to the Registration  Statement and  to the  schedules and  exhibits
filed  as  part  thereof. Statements  contained  in this  Prospectus  as  to the
contents  of any  contract or any  other document are  not necessarily complete,
and, in each  instance, if such contract  or document is filed as  an exhibit to
the Registration  Statement, reference is made  to the copy of  such contract or
other document so filed, each such  statement being qualified in all respects by
such reference. Copies of the Registration Statement, including all exhibits and
schedules thereto, may be  copied at the public reference  facilities maintained
by  the  Commission at  Room  1024,  Judiciary Plaza,  450  Fifth Street,  N.W.,
Washington, D.C.  20549 and at the  Regional Offices of the  Commission at Suite
1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade Center,
Thirteenth Floor, New York, New York 10048. Copies also may be obtained from the
Public Reference Section of  the Commission at  Room 1024, Judiciary Plaza,  450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (1) the Company's Annual Report on
Form 10-K for the  fiscal year ended June  30, 1995; (2) all  reports previously
filed by  the Company pursuant  to Section 13(a)  or 15(d) of  the Exchange Act,
since the end of the Company's 1995 fiscal year; and (3) the description  of the
Common  Stock contained in the  Company's registration statement  filed with the
Commission under Section 12(g) of  the Exchange Act, including any  amendment or
report filed for the purpose of updating such description.

     In  addition, all documents subsequently  filed by the  Company 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 hereby have
been sold  or which  deregisters all of  such securities then  remaining unsold,
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents.

     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 incorporated by
reference herein  (but excluding any and all of the exhibits to such documents),
and  (2)  copies  of all  reports,  proxy  statements  and other  communications
distributed by  the Company to its  security holders generally (but  only to the
extent  such reports, proxy statements  and other communications  shall not have
otherwise  been received  by  such person).    Requests should  be  addressed to
Chemfab  Corporation,   Attention:  Secretary,   701  Daniel  Webster   Highway,
Merrimack, New Hampshire 03054.

                                   THE COMPANY

    The Company develops, manufactures and markets polymer-based engineered 
products and materials systems for use in 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 electronics, environmental, food processing,
architectural, aerospace, communications, protective clothing and other
industrial markets. The  Company'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

     The Company 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 Common Stock of  the Company beneficially owned
by each of them as of May 31,  1996, and the number of such shares available for
resale  hereunder by each of  them.  Since each of  the Selling Shareholders may
sell all or any portion of shares of Common Stock available for resale hereunder
by such Selling Stockholder, no estimate can be given as to the amount of shares
of Common Stock that will  be held by such Selling Stockholder  upon termination
of this offering.

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

Paul M. Cook(3)                        576,660                      30,000
Warren C. Cook(4)                      190,827                      30,000
James C. Manocchi(5)                    60,000                      95,437
Robert E. McGill, III(6)                 7,000                       6,000
James E. McGrath(7)                     18,000                      18,000
Duane C. Montopoli(8)                  183,500                      79,500
Gabriel P. O'Gara(9)                    39,202                      48,750
Nicholas Pappas(10)                     36,000                      30,000
Laurence E. Richard(11)                 27,000                      41,438
Charles Tilgner III(12)                 21,984                      14,250
John W. Verbicky(13)                    11,250                     127,500
_________________
(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 505,624 shares of Common  Stock
    subject  to stock  options  held by  the  Selling Stockholders  that  can be
    exercised to  purchase such shares on  or before July 30,  1996, as follows:
    60,000 shares for Mr.  Paul Cook, 60,000 shares for Mr. Warren  Cook, 60,000
    shares for Mr. Manocchi, 6,000 shares for Mr. McGill,  18,000 shares for Mr.
    McGrath, 179,000  shares for Mr.  Montopoli, 39,187 shares  for Mr.  O'Gara,
    30,000  shares for Mr. Pappas, 27,000  shares for Mr. Richard, 15,187 shares
    for Mr. Tilgner and 11,250 shares for Mr. Verbicky.

(2) Consists of outstanding options granted to the Selling Stockholders pursuant
    to the Company's Amended and Restated 1991 Stock Option Plan.

(3)  Includes 516,660 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.

(4)  Includes  85,500 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.

(5)  Mr. Manocchi is the Company's Vice President-Asia Pacific Business Group.

(6)  Mr. McGill is a director of the Company.

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

(8)  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 the Company's President and  Chief Executive Officer, and is  a
    director of the Company.

(9)  Mr. O'Gara is the Company's Vice President-European Business Group.

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

(11) Mr. Richard is the Company's Corporate Controller.

(12) Mr. Tilgner is the Company's Vice President and Director of U.S. Operations
    and Engineering.

(13) Mr.  Verbicky is the Company's Executive Vice President and Chief Operating
    Officer.

                              PLAN OF DISTRIBUTION

     All or a portion of  the Shares offered hereby  may be sold by the  Selling
Stockholders  from  time to  time  in  one or  a  combination  of the  following
transactions:   (a) transactions (which  may involve block  transactions) on the
National  Market  System of  The Nasdaq  Stock Market,  or otherwise,  at market
prices prevailing  at the time of  sale or at prices related  to such prevailing
market prices;  or (b) privately  negotiated transactions at  negotiated prices.
The Selling Stockholders  may effect  such transactions by  selling such  Shares
directly  to purchasers  or by  selling  such Shares  to or  through brokers  or
dealers and  such brokers or  dealers may  receive compensation in  the form  of
discounts,  concessions  or commissions  from  the Selling  Stockholders  or the
purchasers of such Shares for whom such  brokers or dealers may act as agent, or
to whom they sell as principal, or both.  

     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 the
Company,   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 hereby, 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,
1995, 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.

   No       dealer,        sales
 representative,  or  any  other            1,270,875 SHARES
 person  has been  authorized 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  the Company  or
 any  Selling Stockholder.  This
 Prospectus does  not constitute
 an   offer   to   sell   or   a
 solicitation of an offer to buy           CHEMFAB CORPORATION
 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             COMMON STOCK
 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 the              PROSPECTUS
 Company  since the  date hereof
 or  that  information contained
 herein  is  correct  as of  any
 time  subsequent  to  the  date
 hereof.

     TABLE OF CONTENTS

                                
                           Page 
 Available Information       2
 Incorporation of Certain
   Documents by Reference    2
 The Company                 3
 Use of Proceeds             3
 Selling Stockholders        4
 Plan of Distribution        6
 Experts                     6

                                              June 28, 1996

                                  PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits

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

(3)(a)   The Certificate of Incorporation of the Registrant filed as 
        Exhibit 3(a) to the Registrant's Registration Statement Form S-1
        (File No. 2-85949) filed November 10, 1983, as amended by an 
        amendment filed as Exhibit 3(a) to the Registrant's Form 8 filed        
        on November 5, 1987, and as amended further by an amendment filed
        as Exhibit 3(a)(i) to the Registrant's Quarterly Report on Form 
        10-Q for the quarter ended September 29, 1991, is incorporated 
        herein by reference.

(3)(b)   Certificate of Amendment to Certificate of Incorporation of the 
        Company (effective November 6, 1991) as filed as Exhibit 3(a)(1)
        to the Company's Quarterly Report on Form 10-Q for the quarter 
        ended September 29, 1992, is incorporated herein by reference.

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

(4)(a)   Chemfab Corporation Amended and Restated 1991 Stock Option Plan 
        filed as Exhibit 10(a)(9) to the Registrant's Quarterly Report on
        Form 10-Q for the quarter ended December 26, 1993 is incorporated
        herein by reference.

(4)(b)   First Amendment to Amended and Restated 1991 Stock Option Plan, 
        filed as Exhibit 10(a)(12) to the Company's Quarterly Report on 
        Form 10-Q for the quarter ended December 31, 1995, is 
        incorporated herein by reference.

(4)(c)   Forms of Stock Option Agreements under the Registrant's Amended
        and Restated 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.

(5)      Opinion and Consent of Bingham, Dana & Gould as to the legality 
        of the securities being registered.

(23)(a) Consent of Ernst & Young LLP.

(23)(b) Consent of Bingham, Dana & Gould - included in Exhibit 5.

(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 28th day of June 1996.

                                  CHEMFAB CORPORATION

                                  By:     /s/ Duane C. Montopoli            
                                          Duane C. Montopoli
                                          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/ Duane C. Montopoli        President, Chief Executive     June 28, 1996
Duane C. Montopoli            Officer and Director

        *                     Corporate Controller           June 28, 1996
Laurence E. Richard           (principal financial 
                              officer and principal
                              accounting officer)

        *                     Director                       June 28, 1996
Paul M. Cook

         *                    Director                       June 28, 1996
Warren C. Cook

         *                    Director                       June 28, 1996
Robert E. McGill III

         *                    Director                       June 28, 1996
James E. McGrath

         *                    Director                       June 28, 1996
Nicholas Pappas

* By     /s/ Duane C. Montopoli
         Duane C. Montopoli,
         Attorney-in-Fact

                            Exhibit Index

Exhibit No.      Description of Documents

(3)(a)          The Certificate of Incorporation of the Registrant filed as 
                Exhibit 3(a) to the Registrant's Registration Statement Form 
                S-1 (File No. 2-85949) filed November 10, 1983, as amended by an
                amendment filed as Exhibit 3(a) to the Registrant's Form 8 filed
                on November 5, 1987, and as amended further by an amendment 
                filed as Exhibit 3(a)(i) to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended September 29, 1991, is 
                incorporated herein by reference.

(3)(b)          Certificate of Amendment to Certificate of Incorporation of the 
                Company (effective November 6, 1991) as filed as Exhibit 3(a)(1)
                to the Company's Quarterly Report on Form 10-Q for the quarter 
                ended September 29, 1992, is incorporated herein by reference.

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

(4)(a)          Chemfab Corporation Amended and Restated 1991 Stock Option Plan 
                filed as Exhibit 10(a)(9) to the Registrant's Quarterly Report 
                on Form 10-Q for the quarter ended December 26, 1993, is 
                incorporated herein by reference.

(4)(b)          First Amendment to Amended and Restated 1991 Stock Option Plan,
                filed as Exhibit 10(a)(12) to the Company's Quarterly Report on 
                Form 10-Q for the quarter ended December 31, 1995, is 
                incorporated herein by  reference.

(4)(c)          Forms of Stock Option Agreements under the Registrant's Amended 
                and Restated 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.

(5)             Opinion and Consent of Bingham, Dana & Gould as to the legality 
                of the securities being registered.

(23)(a)         Consent of Ernst & Young LLP.

(23)(b)         Consent of Bingham, Dana & Gould - included in Exhibit 5.

(24)            Power of Attorney.