<PAGE>
 
      As filed with the Securities and Exchange Commission on May 22, 1996

                                                           REGISTRATION NO. 33 -
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

                   NUMBER NINE VISUAL TECHNOLOGY CORPORATION
            (Exact name of Registrant as specified in its charter)

          DELAWARE                                             04-2821358
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                              18 HARTWELL AVENUE
                        LEXINGTON, MASSACHUSETTS 02173
                                (617) 674-0009
                   (Address of Principal Executive Offices)

           NUMBER NINE VISUAL TECHNOLOGY CORPORATION 1996 EMPLOYEE,
                   DIRECTOR AND CONSULTANT STOCK OPTION PLAN
                           (Full title of the plan)

              ANDREW NAJDA, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                   NUMBER NINE VISUAL TECHNOLOGY CORPORATION
                              18 Hartwell Avenue
                        Lexington, Massachusetts 02173
                                (617) 674-0009
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

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


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================================
 
                                                       Proposed           Proposed       
                                                       maximum             maximum       
           Title of                Amount to be     offering price        aggregate          Amount of
  securities to be registered     registered/(1)/   per share/(2)/   offering price/(2)/   registration fee
                                                    
                                                    
<S>                               <C>               <C>              <C>                   <C>
Common Stock, $.01 par value          575,000           $6.6875           $3,845,313          $1,325.87    
                                      325,000           $6.625            $2,153,125          $  742.40    
                                      -------                             ----------          ---------    
                                      900,000                             $5,998,438          $2,068.27     
===========================================================================================================
</TABLE>

(1)  The number of shares of common stock, par value $.01 per share ("Common
     Stock"), stated above consists of the aggregate number of shares which may
     be sold upon the exercise of options which have been granted and/or may
     hereafter be granted under the Number Nine Visual Technology Corporation
     1996 Employee, Director and Consultant Stock Option Plan. The maximum
     number of shares which may be sold upon the exercise of such options
     granted under the Plans is subject to adjustment in accordance with certain
     anti-dilution and other provisions of said Plan. Accordingly, pursuant to
     Rule 416 under the Securities Act of 1933, as amended (the "Securities
     Act"), this Registration Statement covers, in addition to the number of
     shares stated above, an indeterminate number of shares which may be subject
     to grant or otherwise issuable after the operation of any such anti-
     dilution and other provisions.

(2)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(h) under the
     Securities Act as follows: (i) in the case of shares of Common Stock for
     which options have not yet been granted and the option price of which is
     therefore unknown, the fee is calculated on the basis of the average of the
     high and low sale prices per share of the Common Stock in the National
     Market of the Nasdaq Stock Market, Inc. as of a date (May 15, 1996) within
     5 business days prior to filing this Registration Statement; and (ii) in
     the case of shares of Common Stock which may be purchased upon exercise of
     outstanding options, the fee is calculated on the basis of the price at
     which the options may be exercised.

===============================================================================
<PAGE>
 
                               EXPLANATORY NOTE
                               ----------------


          In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>

<S>                                                                      <C>
PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT............ II-1

SIGNATURES.............................................................. II-4

INDEX TO EXHIBITS FILED WITH FORM S-8 REGISTRATION STATEMENT............ II-6
</TABLE>
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

          The following documents filed by the Registrant with the Commission
are incorporated herein by reference:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 1995, as amended by Amendment No. 1 on Form 10-K/A.

          (b)  The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-25898) filed under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

          All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.

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

          Not applicable.

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

          The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Attorneys
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. own an aggregate of
approximately 1,500 shares of Common Stock of the Company.

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

          Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 33-91002).

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

          Not applicable.

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

          (4.1)  Form of Common Stock Certificate (Filed as Exhibit 4.2 to
                 Registration Statement on Form S-1, as amended, File No. 33-
                 91002, and incorporated herein by reference).

          (4.2)  Article Fourth of Restated Certificate of Incorporation
                 (Filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q for
                 the fiscal quarter ended June 30, 1995, and incorporated herein
                 by reference).

          (4.3)  Restated By-Laws (Filed as Exhibit 3.4 to Registration
                 Statement on Form S-1, as amended, File No. 33-91002, and
                 incorporated herein by reference).

                                      II-1
<PAGE>
 
          (5)    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                 as to the legality of shares being registered.

         (10.1)  Number Nine Visual Technology Corporation 1996 Employee,
                 Director and Consultant Stock Option Plan.

         (23.1)  Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
                 P.C. (included in opinion of counsel filed as Exhibit 5).

         (23.2)  Consent of Coopers & Lybrand L.L.P.

          (24)   Power of Attorney to file future amendments (set forth on the
                 signature page of this Registration Statement).

Item 9.   Undertakings.
- ---------------------- 

(a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

                 (i)   To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

                 (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represents a fundamental change in the information set
          forth in the Registration Statement;

                 (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     this Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling 

                                      II-2
<PAGE>
 
     person in connection with the securities being registered, the Registrant
     will, unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Act and will be governed by the final adjudication of such
     issue.

                                      II-3
<PAGE>
 
                                  SIGNATURES

          The Registrant. Pursuant to the requirements of the Securities Act of
          --------------
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on May 22, 1996.


                                            NUMBER NINE VISUAL TECHNOLOGY
                                            CORPORATION



                                            By: /s/ Andrew Najda
                                                -------------------------------
                                                ANDREW NAJDA
                                                CHIEF EXECUTIVE OFFICER
                                                AND CHAIRMAN OF THE BOARD


          Each person whose signature appears below constitutes and appoints
Andrew Najda and Daniel W. Muehl, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of Number Nine Visual Technology
Corporation, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in or about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON MAY 22, 1996.

          Signature                         Title
          ---------                         -----



/s/ Andrew Najda                       Chief Executive Officer (principal
- -----------------------------                    executive officer) and
Andrew Najda                                     Chairman of the Board 
                                            


/s/ Daniel W. Muehl                    Acting Chief Financial Officer
- -----------------------------                    and Controller (principal 
Daniel W. Muehl                                  financial and accounting
                                                 officer)
 


/s/ Stanley W. Bialek                  Director
- -----------------------------              
Stanley W. Bialek


/s/ Gill Cogan                         Director
- -----------------------------
Gill Cogan

                                      II-4
<PAGE>
 
/s/ Paul R. Low                        Director
- -----------------------------
Dr. Paul R. Low


/s/ Fouad H. Nader                     Director
- -----------------------------
Dr. Fouad H. Nader


/s/ William H. Thalheimer              Director
- -----------------------------
William H. Thalheimer

                                      II-5
<PAGE>
 
                   NUMBER NINE VISUAL TECHNOLOGY CORPORATION

                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT


Exhibit
Number          Description
- -------         -----------

(4.1)           Form of Common Stock Certificate (Filed as Exhibit 4.2 to
                Registration Statement on Form S-1, as amended, File No. 
                33-91002, and incorporated herein by reference).

(4.2)           Article Fourth of Restated Certificate of Incorporation (Filed
                as Exhibit 3.2 to the Quarterly Report on Form 10-Q for the
                fiscal quarter ended June 30, 1995, and incorporated herein by
                reference).

(4.3)           Restated By-Laws (Filed as Exhibit 3.4 to Registration Statement
                on Form S-1, as amended, File No. 33-91002, and incorporated
                herein by reference).

(5)             Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                as to the legality of shares being registered.

(10.1)          Number Nine Visual Technology Corporation 1996 Employee,
                Director and Consultant Stock Option Plan.

(23.1)          Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                (included in opinion of counsel filed as Exhibit 5).

(23.2)          Consent of Coopers & Lybrand L.L.P.

(24)            Power of Attorney to file future amendments (set forth on the
                signature page of this Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18296}]
{"company-data": {"conformed-name": "NUMBER NINE VISUAL TECHNOLOGY CORP", "cik": "0000936448", "assigned-sic": "3577", "irs-number": "042821358", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04321", "film-number": "96571224"}, "business-address": {"street1": "18 HARTWELL AVENUE", "city": "LEXINGTON", "state": "MA", "zip": "02173", "phone": "6176740009"}, "mail-address": {"street1": "18 HARTWELL AVE", "city": "LEXINGTON", "state": "MA", "zip": "02173"}}
As filed with the Securities and Exchange Commission on May 22, 1996

                                                           REGISTRATION NO. 33 -
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

                   NUMBER NINE VISUAL TECHNOLOGY CORPORATION
            (Exact name of Registrant as specified in its charter)

          DELAWARE                                             04-2821358
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                              18 HARTWELL AVENUE
                        LEXINGTON, MASSACHUSETTS 02173
                                (617) 674-0009
                   (Address of Principal Executive Offices)

           NUMBER NINE VISUAL TECHNOLOGY CORPORATION 1996 EMPLOYEE,
                   DIRECTOR AND CONSULTANT STOCK OPTION PLAN
                           (Full title of the plan)

              ANDREW NAJDA, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                   NUMBER NINE VISUAL TECHNOLOGY CORPORATION
                              18 Hartwell Avenue
                        Lexington, Massachusetts 02173
                                (617) 674-0009
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================
 
                                                       Proposed           Proposed       
                                                       maximum             maximum       
           Title of                Amount to be     offering price        aggregate          Amount of
  securities to be registered     registered/(1)/   per share/(2)/   offering price/(2)/   registration fee
Common Stock, $.01 par value          575,000           $6.6875           $3,845,313          $1,325.87    
                                      325,000           $6.625            $2,153,125          $  742.40    
                                      -------                             ----------          ---------    
                                      900,000                             $5,998,438          $2,068.27     
===========================================================================================================
(1)  The number of shares of common stock, par value $.01 per share ("Common
     Stock"), stated above consists of the aggregate number of shares which may
     be sold upon the exercise of options which have been granted and/or may
     hereafter be granted under the Number Nine Visual Technology Corporation
     1996 Employee, Director and Consultant Stock Option Plan. The maximum
     number of shares which may be sold upon the exercise of such options
     granted under the Plans is subject to adjustment in accordance with certain
     anti-dilution and other provisions of said Plan. Accordingly, pursuant to
     Rule 416 under the Securities Act of 1933, as amended (the "Securities
     Act"), this Registration Statement covers, in addition to the number of
     shares stated above, an indeterminate number of shares which may be subject
     to grant or otherwise issuable after the operation of any such anti-
     dilution and other provisions.

(2)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(h) under the
     Securities Act as follows: (i) in the case of shares of Common Stock for
     which options have not yet been granted and the option price of which is
     therefore unknown, the fee is calculated on the basis of the average of the
     high and low sale prices per share of the Common Stock in the National
     Market of the Nasdaq Stock Market, Inc. as of a date (May 15, 1996) within
     5 business days prior to filing this Registration Statement; and (ii) in
     the case of shares of Common Stock which may be purchased upon exercise of
     outstanding options, the fee is calculated on the basis of the price at
     which the options may be exercised.

===============================================================================
EXPLANATORY NOTE
                               ----------------

          In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
TABLE OF CONTENTS
PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT............ II-1

SIGNATURES.............................................................. II-4

INDEX TO EXHIBITS FILED WITH FORM S-8 REGISTRATION STATEMENT............ II-6
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The following documents filed by the Registrant with the Commission
are incorporated herein by reference:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 1995, as amended by Amendment No. 1 on Form 10-K/A.

          (b)  The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-25898) filed under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

          All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.

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

          Not applicable.

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

          The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Attorneys
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. own an aggregate of
approximately 1,500 shares of Common Stock of the Company.

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

          Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 33-91002).

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

          Not applicable.

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

          (4.1)  Form of Common Stock Certificate (Filed as Exhibit 4.2 to
                 Registration Statement on Form S-1, as amended, File No. 33-
                 91002, and incorporated herein by reference).

          (4.2)  Article Fourth of Restated Certificate of Incorporation
                 (Filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q for
                 the fiscal quarter ended June 30, 1995, and incorporated herein
                 by reference).

          (4.3)  Restated By-Laws (Filed as Exhibit 3.4 to Registration
                 Statement on Form S-1, as amended, File No. 33-91002, and
                 incorporated herein by reference).

                                      II-1
(5)    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                 as to the legality of shares being registered.

         (10.1)  Number Nine Visual Technology Corporation 1996 Employee,
                 Director and Consultant Stock Option Plan.

         (23.1)  Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
                 P.C. (included in opinion of counsel filed as Exhibit 5).

         (23.2)  Consent of Coopers & Lybrand L.L.P.

          (24)   Power of Attorney to file future amendments (set forth on the
                 signature page of this Registration Statement).

Item 9.   Undertakings.
- ---------------------- 

(a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

                 (i)   To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

                 (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represents a fundamental change in the information set
          forth in the Registration Statement;

                 (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     this Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling 

                                      II-2
person in connection with the securities being registered, the Registrant
     will, unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Act and will be governed by the final adjudication of such
     issue.

                                      II-3
SIGNATURES

          The Registrant. Pursuant to the requirements of the Securities Act of
          --------------
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on May 22, 1996.

                                            NUMBER NINE VISUAL TECHNOLOGY
                                            CORPORATION

                                            By: /s/ Andrew Najda
                                                -------------------------------
                                                ANDREW NAJDA
                                                CHIEF EXECUTIVE OFFICER
                                                AND CHAIRMAN OF THE BOARD

          Each person whose signature appears below constitutes and appoints
Andrew Najda and Daniel W. Muehl, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of Number Nine Visual Technology
Corporation, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in or about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON MAY 22, 1996.

          Signature                         Title
          ---------                         -----

/s/ Andrew Najda                       Chief Executive Officer (principal
- -----------------------------                    executive officer) and
Andrew Najda                                     Chairman of the Board 
                                            

/s/ Daniel W. Muehl                    Acting Chief Financial Officer
- -----------------------------                    and Controller (principal 
Daniel W. Muehl                                  financial and accounting
                                                 officer)
 

/s/ Stanley W. Bialek                  Director
- -----------------------------              
Stanley W. Bialek

/s/ Gill Cogan                         Director
- -----------------------------
Gill Cogan

                                      II-4
/s/ Paul R. Low                        Director
- -----------------------------
Dr. Paul R. Low

/s/ Fouad H. Nader                     Director
- -----------------------------
Dr. Fouad H. Nader

/s/ William H. Thalheimer              Director
- -----------------------------
William H. Thalheimer

                                      II-5
NUMBER NINE VISUAL TECHNOLOGY CORPORATION

                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT

Exhibit
Number          Description
- -------         -----------

(4.1)           Form of Common Stock Certificate (Filed as Exhibit 4.2 to
                Registration Statement on Form S-1, as amended, File No. 
                33-91002, and incorporated herein by reference).

(4.2)           Article Fourth of Restated Certificate of Incorporation (Filed
                as Exhibit 3.2 to the Quarterly Report on Form 10-Q for the
                fiscal quarter ended June 30, 1995, and incorporated herein by
                reference).

(4.3)           Restated By-Laws (Filed as Exhibit 3.4 to Registration Statement
                on Form S-1, as amended, File No. 33-91002, and incorporated
                herein by reference).

(5)             Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                as to the legality of shares being registered.

(10.1)          Number Nine Visual Technology Corporation 1996 Employee,
                Director and Consultant Stock Option Plan.

(23.1)          Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                (included in opinion of counsel filed as Exhibit 5).

(23.2)          Consent of Coopers & Lybrand L.L.P.

(24)            Power of Attorney to file future amendments (set forth on the
                signature page of this Registration Statement).