<PAGE>     1
                                       Registration No. 333-_______________
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                            __________________

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

                            KAYDON CORPORATION
          (Exact name of registrant as specified in its charter)
                             ________________

                DELAWARE                           13-3186040
     (State or other jurisdiction of            (I.R.S. employer
     incorporation or organization)           identification number)

                        Arbor Shoreline Office Park
                            19345 U.S. 19 North
                         Clearwater, Florida 34624
            (Address of principal executive offices, zip code)

                            SEABEE CORPORATION
                    PENSION AND RETIREMENT SAVINGS PLAN
                         (Full title of the plan)

         JOHN F. BROCCI                        ANTHONY J. KOLENIC, JR.
            SECRETARY                        WARNER NORCROSS & JUDD LLP
       KAYDON CORPORATION                       400 TERRACE PLAZA
   ARBOR SHORELINE OFFICE PARK                     P.O. BOX 900
       19345 U.S. 19 NORTH                 MUSKEGON, MICHIGAN 49443-0900
    CLEARWATER, FLORIDA 34624

                  (Name and address of agent for service)
                              (813) 531-1101
       (Telephone number, including area code, of agent for service)
<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
        TITLE OF                        PROPOSED MAXIMUM     PROPOSED MAXIMUM
    SECURITIES TO BE    AMOUNT TO BE     OFFERING PRICE         AGGREGATE            AMOUNT OF
       REGISTERED        REGISTERED      PER SHARE<F3>      OFFERING PRICE<F3>   REGISTRATION FEE<F3>
<S> <C>                 <C>               <C>                <C>                   <C>
      Common Stock,      200,000<F1>       $40.32<F2>         $8,064,000<F2>        $2,443.64<F3>
     $.10 par value




<PAGE>     2
<FN>
     <F1> Plus such indeterminate number of additional shares as may be
          required to be issued in the event of an adjustment as a result
          of an increase in the number of issued shares of Common Stock
          resulting from a subdivision of such shares, the payment of a
          stock dividend, or certain other capital adjustments.
     <F2> Estimated solely for the purpose of calculating the registration
          fee.
     <F3> Calculated pursuant to Rule 457(h)(1). On November 4, 1996, the
          mean between the high and low prices of the Company's Common
          Stock on the New York Stock Exchange was $40.32.
</FN>
</TABLE>
          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.

===========================================================================
































<PAGE>     3
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
        Commission are incorporated in this registration statement by
        reference:

           (a)  The Registrant's latest annual report filed pursuant to
                Section 13(a) or 15(d) of the Securities Exchange Act of
                1934 (the "Exchange Act").

           (b)  All other reports filed pursuant to Section 13(a) or 15(d)
                of the Exchange Act since the end of the fiscal year
                covered by the annual report referred to in (a) above.

           (c)  The description of the Registrant's Common Stock, $.10 par
                value, which is contained in the Registrant's Registration
                Statement filed under the Exchange Act, including any
                amendment or report filed for the purpose of updating such
                description.

        All documents subsequently filed by the Registrant (also referred
        to as the "Corporation") 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 securities
        remaining unsold, shall be deemed to be incorporated by reference
        in this registration statement and to be a part of this
        registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law provides that
        a Delaware corporation has the power to indemnify its directors,
        officers, employees, and agents against liability under certain
        circumstances.  Pursuant to its Certificate of Incorporation, as
        amended, and Bylaws, the Registrant may indemnify a director, officer,


                                      -1-
<PAGE>     4
        employee, or agent described in Section 145 of the Delaware General
        Corporation Law for liabilities reasonably incurred resulting from
        any pending, threatened, or completed action or proceeding arising
        out of such person's position with the Registrant.

        The Registrant's stockholders approved an amendment to the
        Registrant's Certificate of Incorporation which may have the
        effect of reducing or eliminating the liability of the
        Registrant's officers and directors, and which increased the
        Registrant's obligations with respect to indemnification.  The
        Registrant maintains an insurance policy on behalf of its
        directors and officers against certain liabilities that may arise
        under the Securities Act of 1933 (the "Securities Act").

        Insofar as indemnification for liabilities arising under the
        Securities Act may be permitted to directors, officers, or persons
        controlling the Registrant pursuant to the foregoing provision,
        the Registrant has been informed that in the opinion of the
        Commission, such indemnification is against public policy as
        expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits have been filed as part of this
        registration statement:

        EXHIBIT
        NUMBER                     DESCRIPTION
        -------                    -----------

        4.1          Certificate of Incorporation of Kaydon Corporation,
                     as amended.  Previously filed as an exhibit to the
                     Corporation's Registration Statement on Form S-1
                     (Registration No. 2-89399) filed on February 16,
                     1984; as amended by Amendment No. 1 to the
                     Registration Statement on Form S-1 (Registration
                     No. 2-89399) filed on March 27, 1984; as further
                     amended by the Corporation's 10-K Annual Report
                     for the fiscal year ended December 31, 1987;
                     and as further amended by the Corporation's Form
                     10-Q Quarterly Report for the quarter ended March
                     28, 1992.  Incorporated herein by reference.

        4.2          Bylaws.  Previously filed as an exhibit to the
                     Corporation's Registration Statement on Form S-1

                                      -2-
<PAGE>     5
                     (Registration No. 2-89399) filed on February 16,
                     1984; as amended by Amendment No. 1 to the
                     Registration Statement on Form S-1 (Registration
                     No. 2-89399) filed on March 27, 1984; as further
                     amended by the Corporation's Form 10-K Annual
                     Report for the fiscal year ended December 31,
                     1985; and as further amended by the Corporation
                     Form 10-K Annual Report for the fiscal year
                     ended December 31, 1989.  Incorporated herein by
                     reference.

        4.3          Seabee Corporation Pension and Retirement Savings
                     Plan.

        5.1          Opinion Regarding Legality of Securities Offered.

        5.2          Undertaking to Submit Plan to the Internal Revenue
                     Service.

        23.1         Consent of Warner Norcross & Judd LLP.  See Exhibit
                     5.1.

        23.2         Consent of Arthur Andersen LLP (Independent Auditors
                     of Kaydon Corporation).

        23.3         Consent of Carney, Alexander, Marold & Co.
                     (Independent Auditors of the Seabee Corporation
                     Pension and Retirement Savings Plan, formerly
                     entitled the Seabee Corporation Employee Stock
                     Ownership Plan).

        24      Powers 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 (the "1933 Act");

                    (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
                thereto) which, individually or in the aggregate,


                                      -3-
<PAGE>     6
                represent a fundamental change in the information set
                forth in the Registration Statement;

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

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

                (2)  That, for the purpose of determining any liability
           under the 1933 Act, 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 that
           remain unsold at the termination of the offering.

           (b)  The undersigned Registrant hereby undertakes that, for
        purposes of determining liability under the 1933 Act, each filing
        of the Registrant's annual report pursuant to Section 13(a) or
        15(d) of the Exchange Act 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.

           (h)  Insofar as indemnification for liabilities arising under
        the 1933 Act 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 1933
        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 in connection
        with the securities being registered, the Registrant will, unless


                                      -4-
<PAGE>     7
        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 1933 Act and will be
        governed by the final adjudication of such issue.













































                                      -5-
<PAGE>     8
                                SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Clearwater, State of Florida, on
the 7th day of November, 1996.

                                   KAYDON CORPORATION


                                   By /S/ LAWRENCE J. CAWLEY
                                      Lawrence J. Cawley
                                      Chairman and Chief Financial Officer

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:

      DATE                         NAME AND TITLE
      ----                         --------------


November 7, 1996                   /S/ GERALD J. BREEN
                                   Gerald J. Breen
                                   Director


November 7, 1996                   /S/ BRIAN P. CAMPBELL
                                   Brian P. Campbell
                                   Director


November 7, 1996                   /S/ LAWRENCE J. CAWLEY
                                   Lawrence J. Cawley
                                   Chairman of the Board, Chief Financial
                                   Officer (Principal financial and
                                   accounting officer) and Director


November 7, 1996                   */S/ STEPHEN K. CLOUGH
                                    Stephen K. Clough
                                    President, Chief Executive Officer
                                    (Principal executive officer) and
                                    Director



                                      -6-
<PAGE>     9
      DATE                         NAME AND TITLE


November 7, 1996                   /S/ JOHN H.F. HASKELL, JR.
                                   John H.F. Haskell, Jr.
                                   Director


                                   *By /S/ LAWRENCE J. CAWLEY
                                       Lawrence J. Cawley
                                       Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clearwater, State of
Florida, on the 7th day of November, 1996.

                              SEABEE CORPORATION PENSION AND 
                              RETIREMENT SAVINGS PLAN


                              /S/ LAWRENCE J. CAWLEY
                              Lawrence J. Cawley
                              Chairman and Member of the Seabee Corporation
                              Pension and Retirement Savings Plan
                              Administrative Committee























                                      -7-
<PAGE>     10
                               EXHIBIT INDEX


EXHIBIT
NUMBER                        DESCRIPTION
-------                       -----------

4.1       Certificate of Incorporation of Kaydon Corporation, as
          amended.  Previously filed as an exhibit to the
          Corporation's Registration Statement on Form S-1
          (Registration No. 2-89399) filed on February 16, 1984; as
          amended by Amendment No. 1 to the Registration Statement on
          Form S-1 (Registration No. 2-89399) filed on March 27, 1984;
          as further amended by the Corporation's 10-K Annual Report for
          the fiscal year ended December 31, 1987; and as further amended
          by the Corporation's Form 10-Q Quarterly Report for the quarter
          ended March 28, 1992.  Incorporated herein by reference.

4.2       Bylaws.  Previously filed as an exhibit to the Corporation's
          Registration Statement on Form S-1 (Registration No. 2-89399)
          filed on February 16, 1984; as amended by Amendment No. 1 to
          the Registration Statement on Form S-1 (Registration No. 2-89399)
          filed on March 27, 1984; as further amended by the Corporation's
          Form 10-K Annual Report for the fiscal year ended December 31,
          1985; and as further amended by the Corporation Form 10-K
          Annual Report for the fiscal year ended December 31, 1989.
          Incorporated herein by reference.

4.3        Seabee Corporation Pension and Retirement Savings Plan.

5.1        Opinion Regarding Legality of Securities Offered.

5.2        Undertaking to Submit Plan to the Internal Revenue Service.

23.1       Consent of Warner Norcross & Judd LLP.  See Exhibit 5.1.

23.2       Consent of Arthur Andersen LLP (Independent Auditors of Kaydon
           Corporation).

23.3       Consent of Carney, Alexander, Marold & Co. (Independent Auditors
           of the Seabee Corporation Pension and Retirement Savings Plan,
           formerly entitled the Seabee Corporation Employee Stock Ownership
           Plan).

24         Powers of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19009}]
{"company-data": {"conformed-name": "KAYDON CORP", "cik": "0000740694", "assigned-sic": "3562", "irs-number": "133186040", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15903", "film-number": "96658094"}, "business-address": {"street1": "19345 US 19 NORTH STE 500", "city": "CLEARWATER", "state": "FL", "zip": "34624", "phone": "8135311101"}}
1
                                       Registration No. 333-_______________
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                            __________________

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

                            KAYDON CORPORATION
          (Exact name of registrant as specified in its charter)
                             ________________

                DELAWARE                           13-3186040
     (State or other jurisdiction of            (I.R.S. employer
     incorporation or organization)           identification number)

                        Arbor Shoreline Office Park
                            19345 U.S. 19 North
                         Clearwater, Florida 34624
            (Address of principal executive offices, zip code)

                            SEABEE CORPORATION
                    PENSION AND RETIREMENT SAVINGS PLAN
                         (Full title of the plan)

         JOHN F. BROCCI                        ANTHONY J. KOLENIC, JR.
            SECRETARY                        WARNER NORCROSS & JUDD LLP
       KAYDON CORPORATION                       400 TERRACE PLAZA
   ARBOR SHORELINE OFFICE PARK                     P.O. BOX 900
       19345 U.S. 19 NORTH                 MUSKEGON, MICHIGAN 49443-0900
    CLEARWATER, FLORIDA 34624

                  (Name and address of agent for service)
                              (813) 531-1101
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
TITLE OF                        PROPOSED MAXIMUM     PROPOSED MAXIMUM
    SECURITIES TO BE    AMOUNT TO BE     OFFERING PRICE         AGGREGATE            AMOUNT OF
       REGISTERED        REGISTERED      PER SHARE
OFFERING PRICE
REGISTRATION FEE
Common Stock,      200,000
$40.32
$8,064,000
$2,443.64
$.10 par value
2
Plus such indeterminate number of additional shares as may be
          required to be issued in the event of an adjustment as a result
          of an increase in the number of issued shares of Common Stock
          resulting from a subdivision of such shares, the payment of a
          stock dividend, or certain other capital adjustments.
Estimated solely for the purpose of calculating the registration
          fee.
Calculated pursuant to Rule 457(h)(1). On November 4, 1996, the
          mean between the high and low prices of the Company's Common
          Stock on the New York Stock Exchange was $40.32.
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.

===========================================================================
3
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
        Commission are incorporated in this registration statement by
        reference:

           (a)  The Registrant's latest annual report filed pursuant to
                Section 13(a) or 15(d) of the Securities Exchange Act of
                1934 (the "Exchange Act").

           (b)  All other reports filed pursuant to Section 13(a) or 15(d)
                of the Exchange Act since the end of the fiscal year
                covered by the annual report referred to in (a) above.

           (c)  The description of the Registrant's Common Stock, $.10 par
                value, which is contained in the Registrant's Registration
                Statement filed under the Exchange Act, including any
                amendment or report filed for the purpose of updating such
                description.

        All documents subsequently filed by the Registrant (also referred
        to as the "Corporation") 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 securities
        remaining unsold, shall be deemed to be incorporated by reference
        in this registration statement and to be a part of this
        registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law provides that
        a Delaware corporation has the power to indemnify its directors,
        officers, employees, and agents against liability under certain
        circumstances.  Pursuant to its Certificate of Incorporation, as
        amended, and Bylaws, the Registrant may indemnify a director, officer,

                                      -1-
4
        employee, or agent described in Section 145 of the Delaware General
        Corporation Law for liabilities reasonably incurred resulting from
        any pending, threatened, or completed action or proceeding arising
        out of such person's position with the Registrant.

        The Registrant's stockholders approved an amendment to the
        Registrant's Certificate of Incorporation which may have the
        effect of reducing or eliminating the liability of the
        Registrant's officers and directors, and which increased the
        Registrant's obligations with respect to indemnification.  The
        Registrant maintains an insurance policy on behalf of its
        directors and officers against certain liabilities that may arise
        under the Securities Act of 1933 (the "Securities Act").

        Insofar as indemnification for liabilities arising under the
        Securities Act may be permitted to directors, officers, or persons
        controlling the Registrant pursuant to the foregoing provision,
        the Registrant has been informed that in the opinion of the
        Commission, such indemnification is against public policy as
        expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits have been filed as part of this
        registration statement:

        EXHIBIT
        NUMBER                     DESCRIPTION
        -------                    -----------

        4.1          Certificate of Incorporation of Kaydon Corporation,
                     as amended.  Previously filed as an exhibit to the
                     Corporation's Registration Statement on Form S-1
                     (Registration No. 2-89399) filed on February 16,
                     1984; as amended by Amendment No. 1 to the
                     Registration Statement on Form S-1 (Registration
                     No. 2-89399) filed on March 27, 1984; as further
                     amended by the Corporation's 10-K Annual Report
                     for the fiscal year ended December 31, 1987;
                     and as further amended by the Corporation's Form
                     10-Q Quarterly Report for the quarter ended March
                     28, 1992.  Incorporated herein by reference.

        4.2          Bylaws.  Previously filed as an exhibit to the
                     Corporation's Registration Statement on Form S-1

                                      -2-
5
                     (Registration No. 2-89399) filed on February 16,
                     1984; as amended by Amendment No. 1 to the
                     Registration Statement on Form S-1 (Registration
                     No. 2-89399) filed on March 27, 1984; as further
                     amended by the Corporation's Form 10-K Annual
                     Report for the fiscal year ended December 31,
                     1985; and as further amended by the Corporation
                     Form 10-K Annual Report for the fiscal year
                     ended December 31, 1989.  Incorporated herein by
                     reference.

        4.3          Seabee Corporation Pension and Retirement Savings
                     Plan.

        5.1          Opinion Regarding Legality of Securities Offered.

        5.2          Undertaking to Submit Plan to the Internal Revenue
                     Service.

        23.1         Consent of Warner Norcross & Judd LLP.  See Exhibit
                     5.1.

        23.2         Consent of Arthur Andersen LLP (Independent Auditors
                     of Kaydon Corporation).

        23.3         Consent of Carney, Alexander, Marold & Co.
                     (Independent Auditors of the Seabee Corporation
                     Pension and Retirement Savings Plan, formerly
                     entitled the Seabee Corporation Employee Stock
                     Ownership Plan).

        24      Powers 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 (the "1933 Act");

                    (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
                thereto) which, individually or in the aggregate,

                                      -3-
6
                represent a fundamental change in the information set
                forth in the Registration Statement;

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

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

                (2)  That, for the purpose of determining any liability
           under the 1933 Act, 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 that
           remain unsold at the termination of the offering.

           (b)  The undersigned Registrant hereby undertakes that, for
        purposes of determining liability under the 1933 Act, each filing
        of the Registrant's annual report pursuant to Section 13(a) or
        15(d) of the Exchange Act 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.

           (h)  Insofar as indemnification for liabilities arising under
        the 1933 Act 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 1933
        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 in connection
        with the securities being registered, the Registrant will, unless

                                      -4-
7
        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 1933 Act and will be
        governed by the final adjudication of such issue.

                                      -5-
8
                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Clearwater, State of Florida, on
the 7th day of November, 1996.

                                   KAYDON CORPORATION

                                   By /S/ LAWRENCE J. CAWLEY
                                      Lawrence J. Cawley
                                      Chairman and Chief Financial Officer

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:

      DATE                         NAME AND TITLE
      ----                         --------------

November 7, 1996                   /S/ GERALD J. BREEN
                                   Gerald J. Breen
                                   Director

November 7, 1996                   /S/ BRIAN P. CAMPBELL
                                   Brian P. Campbell
                                   Director

November 7, 1996                   /S/ LAWRENCE J. CAWLEY
                                   Lawrence J. Cawley
                                   Chairman of the Board, Chief Financial
                                   Officer (Principal financial and
                                   accounting officer) and Director

November 7, 1996                   */S/ STEPHEN K. CLOUGH
                                    Stephen K. Clough
                                    President, Chief Executive Officer
                                    (Principal executive officer) and
                                    Director

                                      -6-
9
      DATE                         NAME AND TITLE

November 7, 1996                   /S/ JOHN H.F. HASKELL, JR.
                                   John H.F. Haskell, Jr.
                                   Director

                                   *By /S/ LAWRENCE J. CAWLEY
                                       Lawrence J. Cawley
                                       Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clearwater, State of
Florida, on the 7th day of November, 1996.

                              SEABEE CORPORATION PENSION AND 
                              RETIREMENT SAVINGS PLAN

                              /S/ LAWRENCE J. CAWLEY
                              Lawrence J. Cawley
                              Chairman and Member of the Seabee Corporation
                              Pension and Retirement Savings Plan
                              Administrative Committee

                                      -7-
10
                               EXHIBIT INDEX

EXHIBIT
NUMBER                        DESCRIPTION
-------                       -----------

4.1       Certificate of Incorporation of Kaydon Corporation, as
          amended.  Previously filed as an exhibit to the
          Corporation's Registration Statement on Form S-1
          (Registration No. 2-89399) filed on February 16, 1984; as
          amended by Amendment No. 1 to the Registration Statement on
          Form S-1 (Registration No. 2-89399) filed on March 27, 1984;
          as further amended by the Corporation's 10-K Annual Report for
          the fiscal year ended December 31, 1987; and as further amended
          by the Corporation's Form 10-Q Quarterly Report for the quarter
          ended March 28, 1992.  Incorporated herein by reference.

4.2       Bylaws.  Previously filed as an exhibit to the Corporation's
          Registration Statement on Form S-1 (Registration No. 2-89399)
          filed on February 16, 1984; as amended by Amendment No. 1 to
          the Registration Statement on Form S-1 (Registration No. 2-89399)
          filed on March 27, 1984; as further amended by the Corporation's
          Form 10-K Annual Report for the fiscal year ended December 31,
          1985; and as further amended by the Corporation Form 10-K
          Annual Report for the fiscal year ended December 31, 1989.
          Incorporated herein by reference.

4.3        Seabee Corporation Pension and Retirement Savings Plan.

5.1        Opinion Regarding Legality of Securities Offered.

5.2        Undertaking to Submit Plan to the Internal Revenue Service.

23.1       Consent of Warner Norcross & Judd LLP.  See Exhibit 5.1.

23.2       Consent of Arthur Andersen LLP (Independent Auditors of Kaydon
           Corporation).

23.3       Consent of Carney, Alexander, Marold & Co. (Independent Auditors
           of the Seabee Corporation Pension and Retirement Savings Plan,
           formerly entitled the Seabee Corporation Employee Stock Ownership
           Plan).

24         Powers of Attorney.