<PAGE>
As filed with the Securities and Exchange Commission on
June 24, 1994                          Registration No. 33-
                                                               




               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                  ____________________________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                  ____________________________

                      IONICS, INCORPORATED
     (Exact name of registrant as specified in its charter)

   Massachusetts                                  04-2068530
(State or other jurisdic-                      (I.R.S. Employer
tion of incorporation                         Identification No.)
or organization)

                         65 Grove Street
                 Watertown, Massachusetts  02172
      (Address of Principal Executive Offices)  (Zip Code)
                  _____________________________

                      IONICS, INCORPORATED
                     1979 STOCK OPTION PLAN
                    (Full title of the plan)
                  _____________________________

                          Stephen Korn
               Vice President and General Counsel
                      Ionics, Incorporated
                         65 Grove Street
                 Watertown, Massachusetts  02172
                         (617) 926-2500
         (Name, address and telephone number, including
                area code, of agent for service)






/1

<PAGE>




<TABLE>

<CAPTION>
                  CALCULATION OF REGISTRATION FEE
___________________________________________________________________

                            Proposed     Proposed
 Title of                   maximum      maximum
securities     Amount       offering     aggregate      Amount of
  to be        to be         price       offering      registration
registered   registered(1) per share(2)  price(2)         fee(3)
___________________________________________________________________
<S>            <C>           <C>          <C>            <C>
Common Stock,  325,000 shs.  $44.625      $14,503,125    $5,001.08
$1.00 par value
___________________________________________________________________
<FN>
(1)   This Registration Statement also covers such indeterminable
      number of additional shares of Common Stock as may become
      deliverable as a result of future adjustments in accordance
      with the terms of the Ionics, Incorporated  1979 Stock Option
      Plan.

(2)   Estimated solely for the purpose of determining the
      registration fee pursuant to Rule 457(c) and (h) and based
      upon the average of the high and low prices of the Common
      Stock of Ionics, Incorporated (the "Company) on June 22, 1994,
      on the New York Stock Exchange.

(3)   Pursuant to Section 6(b).

      In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.

      This Registration Statement will become effective
automatically upon the date of filing, pursuant to the provisions
of Section 8 of the Securities Act of 1933 and Rule 462 enacted
thereunder, or such other day as the Commission acting pursuant to
said Section 8 may determine.
__________________________________________________________________

      The approximate date of proposed sale to the public and cross
reference sheet called for by Items 501(a) and (b) of Regulation 
S-K are not applicable and have been omitted.

</TABLE>



                                -2-
/2

<PAGE>







                              PART I

      Pursuant to Part I of Form S-8, the information required by
Item 1, Plan Information, and Item 2, Registrant Information and
Employee Plan Annual Information, of Form S-8 has not been filed as
part of this Registration Statement.

                              PART II

Item 3.  Incorporation of Documents by Reference.

      The following documents filed with the Securities and
Exchange Commission are hereby incorporated by reference:

      (a)  The Annual Report of the Company on Form 10-K for the
fiscal year ended December 31, 1993.

      (b)  The Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1994.

      (c)  The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934 pursuant to Section 12 thereof.

      All documents subsequently filed by the Company 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 a part
hereof from the date of filing of such documents.

      Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute part
of this Registration Statement.







                                -3-
/3

<PAGE>









Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Certain legal matters in connection with the offering of the
shares of Common Stock of the Company are being passed upon for the
Company by Stephen Korn, Vice President, General Counsel and Clerk
of the Company.  Mr. Korn is the beneficial owner of 12,400 shares
of Common Stock in the form of presently exercisable stock options,
and 26 shares held in the Company's Section 401(k) Stock Savings
Plan (based on March 31, 1994 401(k) plan data).

Item 6.  Indemnification of Directors and Officers.

      The Company is permitted by Massachusetts law and required by
its By-laws to indemnify any director or officer or former director
or officer against all expenses and liabilities reasonably incurred
by him in connection with any legal action in which such person is
involved by reason of his position with the Company unless he shall
have been finally adjudicated in any action, suit or proceeding not
to have acted in good faith in the reasonable belief that his
action was in the best interests of the Company.  Such
indemnification shall include payment by the Company of expenses
incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action, or defending a
civil or criminal action or proceeding, upon the Company's receipt
of the undertaking of the person indemnified to repay such payment
if such person shall be adjudicated not entitled to such
indemnification.

      Directors and officers are also insured up to an aggregate
amount of $5,000,000 under a Directors' and Officers' Liability and
Company Reimbursement Policy.

      The Company's Restated Articles of Organization include a
provision limiting the personal liability of a director of the
Company to its stockholders for monetary damages for breaches of
their fiduciary duty to the extent permitted by the Massachusetts
Business Corporation Law.





                                -4-
/4

<PAGE>



      See Item 9(c) for a statement concerning indemnification for
liabilities under the Securities Act of 1933.

Item 7.  Exemption for Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      Exhibit No.      Description

        4.0         Instruments defining the rights of security
                    holders, including indentures

             *4.1      Rights Agreement, dated as of December 22,
                       1987, as amended and restated as of August
                       22, 1989, between the Company and The First
                       National Bank of Boston (filed as Exhibit 1
                       to the Company's Current Report on Form 8-K
                       dated August 30, 1989).

             *4.2      Indenture, dated as of December 22, 1987,
                       between the company and The First National
                       Bank of Boston, relating to Rights Agreement
                       (filed as Exhibit 2 to the Company's Current
                       Report on Form 8-K dated December 22, 1987).

             *4.3      Form of Common Stock Certificate (filed as
                       Exhibit 4.10 to the Company's registration
                       statement on Form S-2, No. 33-38290, filed
                       on December 18, 1990).

             *4.4      Ionics, Incorporated 1979 Stock Option Plan,
                       as amended through February 17, 1994 (filed
                       as Exhibit 10.1 to the Company's annual
                       report on Form 10-K for the year ended
                       December 31, 1993).

        5.0         Opinion re legality

              5.1      Opinion of Stephen Korn, General Counsel

       24.0         Consents of experts and counsel

__________________
*Incorporated herein by reference




                                -5-
/5

<PAGE>


      Exhibit No.      Description

              24.1     Consent of Coopers & Lybrand

              24.2     Consent of Stephen Korn, General Counsel
                       (contained in Exhibit 5 hereto)

       25.0         Power of attorney 

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 the registration statement.

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

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


                                -6-
/6

<PAGE>



      (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 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (c)    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 person connected 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.

                            SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the Town of
Watertown and Commonwealth of Massachusetts on the 24th day of June,
1994.

                           IONICS, INCORPORATED


                           By: /s/ Arthur L. Goldstein               
                           Arthur L. Goldstein, Chairman of the Board,
                           President and Chief Executive Officer     



                                -7-

/7

<PAGE>




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

      Signature                       Title                 Date



/s/Arthur L. Goldstein          Chairman of the Board,     June 24, 1994
Arthur L. Goldstein             President and Chief
                                Executive Officer
                                (Principal Executive Officer)


/s/Robert J. Halliday           Vice President,            June 24, 1994
Robert J. Halliday              Finance and Accounting
                                and Chief Financial Officer
                                (Principal Financial
                                and Accounting Officer)

























                                  -8-
/8

<PAGE>




      Signature                       Title                 Date



/s/Arthur L. Goldstein          Director, Chairman of    June 24, 1994 
Arthur L. Goldstein             the Board of Directors


/s/William L. Brown             Director                 June 24, 1994 
William L. Brown


/s/Arnaud de Vitry d'Avaucourt  Director                 June 24, 1994 
Arnaud de Vitry d'Avaucourt


/s/Lawrence E. Fouraker         Director                 June 24, 1994 
Lawrence E. Fouraker


/s/Samuel A. Goldblith          Director                 June 24, 1994 
Samuel A. Goldblith


/s/Kachig Kachadurian           Director                 June 24, 1994 
Kachig Kachadurian


/s/William E. Katz              Director                 June 24, 1994 
William E. Katz


/s/Robert B.Luick               Director                 June 24, 1994 
Robert B. Luick


/s/John J. Shields              Director                 June 24, 1994 
John J. Shields


/s/Mark S. Wrighton             Director                 June 24, 1994 
Mark S. Wrighton

/s/Allen S. Wyett               Director                 June 24, 1994 
Allen S. Wyett



 By                       
      Attorney-In-Fact

                                  -9-
/9

<PAGE>

                               FORM S-8

              IONICS, INCORPORATED 1979 STOCK OPTION PLAN

                             EXHIBIT INDEX

Exhibit No.             Description                    
    4.0            Instruments defining the rights 
                   of security holders, including 
                   indentures

             *4.1      Rights, Agreement, dated as 
                       of December 22, 1987, as amended 
                       and restated as of August 22, 1989, 
                       between the Company and The First 
                       National Bank of Boston (filed as 
                       Exhibit 1 to the Company's Current 
                       Report on Form 8-K dated 
                       August 30, 1989).

             *4.2      Indenture, dated as of December 22, 
                       1987, between the Company and The 
                       First National Bank of Boston, 
                       relating to Rights Agreement (filed 
                       as Exhibit 2 to the Company's Current 
                       Report on Form 8-K dated 
                       December 22, 1987).

             *4.3      Form of Common Stock Certificate 
                       (filed as Exhibit 4.10 to the Company's
                       registration statement on Form S-2, 
                       No. 33-38290, filed on December 18, 1990).

             *4.4      Ionics, Incorporated 1979 Stock Option 
                       Plan, as amended through February 17, 
                       1994 (filed as Exhibit 10.1 to the Company's 
                       annual report on Form 10-K for the year 
                       ended December 31, 1993).

    5.0            Opinion re legality

              5.1      Opinion of Stephen Korn, Esquire

   24.0            Consents of experts and counsel

             24.1      Consent of Coopers & Lybrand

             24.2      Consent of Stephen Korn, 
                       General Counsel 
                       (contained in Exhibit 5 hereto)

   25.0                Power of attorney 

__________________
*Incorporated herein by reference

                                  -10-

/10
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING", "secsgml_size_bytes": 18648}]
{"company-data": {"conformed-name": "IONICS INC", "cik": "0000052466", "assigned-sic": "3559", "irs-number": "042068530", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54293", "film-number": "94535635"}, "business-address": {"street1": "65 GROVE ST", "city": "WATERTOWN", "state": "MA", "zip": "02172", "phone": "6179262500"}}
As filed with the Securities and Exchange Commission on
June 24, 1994                          Registration No. 33-
                                                               

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                  ____________________________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                  ____________________________

                      IONICS, INCORPORATED
     (Exact name of registrant as specified in its charter)

   Massachusetts                                  04-2068530
(State or other jurisdic-                      (I.R.S. Employer
tion of incorporation                         Identification No.)
or organization)

                         65 Grove Street
                 Watertown, Massachusetts  02172
      (Address of Principal Executive Offices)  (Zip Code)
                  _____________________________

                      IONICS, INCORPORATED
                     1979 STOCK OPTION PLAN
                    (Full title of the plan)
                  _____________________________

                          Stephen Korn
               Vice President and General Counsel
                      Ionics, Incorporated
                         65 Grove Street
                 Watertown, Massachusetts  02172
                         (617) 926-2500
         (Name, address and telephone number, including
                area code, of agent for service)

/1
CALCULATION OF REGISTRATION FEE
___________________________________________________________________

                            Proposed     Proposed
 Title of                   maximum      maximum
securities     Amount       offering     aggregate      Amount of
  to be        to be         price       offering      registration
registered   registered(1) per share(2)  price(2)         fee(3)
___________________________________________________________________
Common Stock,  325,000 shs.  $44.625      $14,503,125    $5,001.08
$1.00 par value
___________________________________________________________________
(1)   This Registration Statement also covers such indeterminable
      number of additional shares of Common Stock as may become
      deliverable as a result of future adjustments in accordance
      with the terms of the Ionics, Incorporated  1979 Stock Option
      Plan.

(2)   Estimated solely for the purpose of determining the
      registration fee pursuant to Rule 457(c) and (h) and based
      upon the average of the high and low prices of the Common
      Stock of Ionics, Incorporated (the "Company) on June 22, 1994,
      on the New York Stock Exchange.

(3)   Pursuant to Section 6(b).

      In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.

      This Registration Statement will become effective
automatically upon the date of filing, pursuant to the provisions
of Section 8 of the Securities Act of 1933 and Rule 462 enacted
thereunder, or such other day as the Commission acting pursuant to
said Section 8 may determine.
__________________________________________________________________

      The approximate date of proposed sale to the public and cross
reference sheet called for by Items 501(a) and (b) of Regulation 
S-K are not applicable and have been omitted.
-2-
/2
PART I

      Pursuant to Part I of Form S-8, the information required by
Item 1, Plan Information, and Item 2, Registrant Information and
Employee Plan Annual Information, of Form S-8 has not been filed as
part of this Registration Statement.

                              PART II

Item 3.  Incorporation of Documents by Reference.

      The following documents filed with the Securities and
Exchange Commission are hereby incorporated by reference:

      (a)  The Annual Report of the Company on Form 10-K for the
fiscal year ended December 31, 1993.

      (b)  The Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1994.

      (c)  The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934 pursuant to Section 12 thereof.

      All documents subsequently filed by the Company 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 a part
hereof from the date of filing of such documents.

      Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute part
of this Registration Statement.

                                -3-
/3
Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Certain legal matters in connection with the offering of the
shares of Common Stock of the Company are being passed upon for the
Company by Stephen Korn, Vice President, General Counsel and Clerk
of the Company.  Mr. Korn is the beneficial owner of 12,400 shares
of Common Stock in the form of presently exercisable stock options,
and 26 shares held in the Company's Section 401(k) Stock Savings
Plan (based on March 31, 1994 401(k) plan data).

Item 6.  Indemnification of Directors and Officers.

      The Company is permitted by Massachusetts law and required by
its By-laws to indemnify any director or officer or former director
or officer against all expenses and liabilities reasonably incurred
by him in connection with any legal action in which such person is
involved by reason of his position with the Company unless he shall
have been finally adjudicated in any action, suit or proceeding not
to have acted in good faith in the reasonable belief that his
action was in the best interests of the Company.  Such
indemnification shall include payment by the Company of expenses
incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action, or defending a
civil or criminal action or proceeding, upon the Company's receipt
of the undertaking of the person indemnified to repay such payment
if such person shall be adjudicated not entitled to such
indemnification.

      Directors and officers are also insured up to an aggregate
amount of $5,000,000 under a Directors' and Officers' Liability and
Company Reimbursement Policy.

      The Company's Restated Articles of Organization include a
provision limiting the personal liability of a director of the
Company to its stockholders for monetary damages for breaches of
their fiduciary duty to the extent permitted by the Massachusetts
Business Corporation Law.

                                -4-
/4
See Item 9(c) for a statement concerning indemnification for
liabilities under the Securities Act of 1933.

Item 7.  Exemption for Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      Exhibit No.      Description

        4.0         Instruments defining the rights of security
                    holders, including indentures

             *4.1      Rights Agreement, dated as of December 22,
                       1987, as amended and restated as of August
                       22, 1989, between the Company and The First
                       National Bank of Boston (filed as Exhibit 1
                       to the Company's Current Report on Form 8-K
                       dated August 30, 1989).

             *4.2      Indenture, dated as of December 22, 1987,
                       between the company and The First National
                       Bank of Boston, relating to Rights Agreement
                       (filed as Exhibit 2 to the Company's Current
                       Report on Form 8-K dated December 22, 1987).

             *4.3      Form of Common Stock Certificate (filed as
                       Exhibit 4.10 to the Company's registration
                       statement on Form S-2, No. 33-38290, filed
                       on December 18, 1990).

             *4.4      Ionics, Incorporated 1979 Stock Option Plan,
                       as amended through February 17, 1994 (filed
                       as Exhibit 10.1 to the Company's annual
                       report on Form 10-K for the year ended
                       December 31, 1993).

        5.0         Opinion re legality

              5.1      Opinion of Stephen Korn, General Counsel

       24.0         Consents of experts and counsel

__________________
*Incorporated herein by reference

                                -5-
/5
Exhibit No.      Description

              24.1     Consent of Coopers & Lybrand

              24.2     Consent of Stephen Korn, General Counsel
                       (contained in Exhibit 5 hereto)

       25.0         Power of attorney 

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 the registration statement.

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

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

                                -6-
/6
(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 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (c)    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 person connected 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.

                            SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the Town of
Watertown and Commonwealth of Massachusetts on the 24th day of June,
1994.

                           IONICS, INCORPORATED

                           By: /s/ Arthur L. Goldstein               
                           Arthur L. Goldstein, Chairman of the Board,
                           President and Chief Executive Officer     

                                -7-

/7
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

      Signature                       Title                 Date

/s/Arthur L. Goldstein          Chairman of the Board,     June 24, 1994
Arthur L. Goldstein             President and Chief
                                Executive Officer
                                (Principal Executive Officer)

/s/Robert J. Halliday           Vice President,            June 24, 1994
Robert J. Halliday              Finance and Accounting
                                and Chief Financial Officer
                                (Principal Financial
                                and Accounting Officer)

                                  -8-
/8
Signature                       Title                 Date

/s/Arthur L. Goldstein          Director, Chairman of    June 24, 1994 
Arthur L. Goldstein             the Board of Directors

/s/William L. Brown             Director                 June 24, 1994 
William L. Brown

/s/Arnaud de Vitry d'Avaucourt  Director                 June 24, 1994 
Arnaud de Vitry d'Avaucourt

/s/Lawrence E. Fouraker         Director                 June 24, 1994 
Lawrence E. Fouraker

/s/Samuel A. Goldblith          Director                 June 24, 1994 
Samuel A. Goldblith

/s/Kachig Kachadurian           Director                 June 24, 1994 
Kachig Kachadurian

/s/William E. Katz              Director                 June 24, 1994 
William E. Katz

/s/Robert B.Luick               Director                 June 24, 1994 
Robert B. Luick

/s/John J. Shields              Director                 June 24, 1994 
John J. Shields

/s/Mark S. Wrighton             Director                 June 24, 1994 
Mark S. Wrighton

/s/Allen S. Wyett               Director                 June 24, 1994 
Allen S. Wyett

 By                       
      Attorney-In-Fact

                                  -9-
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FORM S-8

              IONICS, INCORPORATED 1979 STOCK OPTION PLAN

                             EXHIBIT INDEX

Exhibit No.             Description                    
    4.0            Instruments defining the rights 
                   of security holders, including 
                   indentures

             *4.1      Rights, Agreement, dated as 
                       of December 22, 1987, as amended 
                       and restated as of August 22, 1989, 
                       between the Company and The First 
                       National Bank of Boston (filed as 
                       Exhibit 1 to the Company's Current 
                       Report on Form 8-K dated 
                       August 30, 1989).

             *4.2      Indenture, dated as of December 22, 
                       1987, between the Company and The 
                       First National Bank of Boston, 
                       relating to Rights Agreement (filed 
                       as Exhibit 2 to the Company's Current 
                       Report on Form 8-K dated 
                       December 22, 1987).

             *4.3      Form of Common Stock Certificate 
                       (filed as Exhibit 4.10 to the Company's
                       registration statement on Form S-2, 
                       No. 33-38290, filed on December 18, 1990).

             *4.4      Ionics, Incorporated 1979 Stock Option 
                       Plan, as amended through February 17, 
                       1994 (filed as Exhibit 10.1 to the Company's 
                       annual report on Form 10-K for the year 
                       ended December 31, 1993).

    5.0            Opinion re legality

              5.1      Opinion of Stephen Korn, Esquire

   24.0            Consents of experts and counsel

             24.1      Consent of Coopers & Lybrand

             24.2      Consent of Stephen Korn, 
                       General Counsel 
                       (contained in Exhibit 5 hereto)

   25.0                Power of attorney 

__________________
*Incorporated herein by reference

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