As filed with the Securities and Exchange Commission on May 23, 2001
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                      WILSON GREATBATCH TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                            16-1531026
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)
                               10,000 Wehrle Drive
                            Clarence, New York 14031
                    (Address of Principal Executive Offices)




         THE WILSON GREATBATCH TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN
                                       and
         THE WILSON GREATBATCH TECHNOLOGIES, INC. 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)


                                Edward F. Voboril
                     President, Chief Executive Officer and
                              Chairman of the Board
                      Wilson Greatbatch Technologies, Inc.
                               10,000 Wehrle Drive
                            Clarence, New York 14031
                                 (716) 759-6901
                     (Name and Address of Agent for Service)
          (Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
============================= ===================== ======================== ========================= ============================
                                                       Proposed Maximum          Proposed Maximum
 Title Of Securities To Be        Amount To Be        Offering Price Per        Aggregate Offering        Amount of Registration
        Registered             Registered (1) (2)          Share (2)                Price (2)                    Fee (2)
---------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                             <C>                      <C>                        <C>
Common Stock, par value
    $.001 per share            1,669,079 shares                $    31.23               $  52,125,337              $   13,032
============================= ===================== ======================== ========================= ============================
</TABLE>
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issuable by reason of the anti-dilution provisions of the Plans.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
registration fee was computed on the basis of the market value of the 1,669,079
shares of Common Stock to be registered hereby (consisting of the 449,126 shares
of Common Stock reserved for issuance under the Registrant's 1997 Stock Option
Plan and the 1,219,953 shares of Common Stock reserved for issuance under the
Registrant's 1998 Stock Option Plan) estimated in accordance with Rule 457(c),
solely for the purpose of computing the registration fee, on the basis of the
average of the high and low sales prices per share of Common Stock of the
Registrant on the New York Stock Exchange on May 16, 2001 ($31.23).


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

                  The documents containing the information specified in Part I
of this registration statement (the "Registration Statement") will be sent or
given to employees as specified by Rule 428(b)(1). Such documents are not
required to be and are not filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act").

Item 2.

                  Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the Wilson Greatbatch
Technologies, Inc. 1997 Stock Option Plan and the Wilson Greatbatch
Technologies, Inc. 1998 Stock Option Plan are available without charge by
contacting:

                      Wilson Greatbatch Technologies, Inc.
                               10,000 Wehrle Drive
                            Clarence, New York 14031
                                 (716) 759-6901

                                    Attention:     Larry T. DeAngelo
                                                   Senior Vice President,
                                                   Administration and
                                                   Secretary







                                      I-1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed with the Commission by Wilson
Greatbatch Technologies, Inc. (the "Company") are incorporated herein by
reference:

                  (a)      the Company's Annual Report on Form 10-K for the
                           fiscal year ended December 29, 2000;

                  (b)      the Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended March 30, 2001; and

                  (c)      the description of the Company's Common Stock, par
                           value $.001 per share, contained in the Company's
                           Registration Statement on Form 8-A filed on September
                           25, 2000.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

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

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 102 of the Delaware General Corporation Law (the
"DGCL") allows a corporation to eliminate the personal liability of directors of
a corporation to the corporation or to any of its stockholders for monetary
damages for a breach of his fiduciary duty as a director, except in the case
where the director breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware
corporate law or obtained an improper personal benefit. The Company's Amended
and Restated Certificate of Incorporation contains a provision which, in
substance, eliminates directors' personal liability set forth above.



                                      II-1
<PAGE>

                  Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company's Amended and
Restated Certificate of Incorporation contains a provision which, in substance,
provides for indemnification as set forth above.

                  The Company's Amended and Restated Certificate of
Incorporation provides that indemnification shall be to the fullest extent
permitted by the DGCL for all current or former directors or officers of the
Company.

Item 7.           Exemption From Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  The following documents are filed as a part of this
registration statement or incorporated by reference herein:

   Exhibit No.                Description
   -----------                -----------

         4.1      Amended and Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Registration Statement (File No. 333-37554) on Form S-1)

         4.2      Amended and Restated Bylaws (incorporated by reference herein
                  to Exhibit 3.2 to the Company's Registration Statement (File
                  No. 333-37554) on Form S-1)

         5.1      Opinion of Weil, Gotshal & Manges LLP regarding validity of
                  the securities being registered

         23.1     Consent of Deloitte & Touche LLP

         23.2     Consent of Weil, Gotshal & Manges LLP (included in Exhibit
                  5.1)

         24.1     Power of Attorney (included on page II-4).

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;

        (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,
    represent a fundamental change in the information set forth in the
    Registration Statement provided, however, that notwithstanding the


                                      II-2
<PAGE>

    foregoing, any increase or decrease in volume of securities offered (if the
    total dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed with
    the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
    volume and price represent no more than a 20 percent change in the maximum
    aggregate offering price set forth in the "Calculation of Registration Fee"
    table in the effective Registration Statement; and

        (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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 Section 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
    Securities 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 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, 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.

(c) Insofar as indemnification for liabilities arising under the Securities 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 Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.



                                      II-3
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Clarence, State of New York, on May 23, 2001.

                            WILSON GREATBATCH TECHNOLOGIES, INC.

                            By:  /s/ Larry T. DeAngelo
                               -------------------------------------------
                                 Larry T. DeAngelo
                                 Senior Vice President, Administration and
                                 Secretary

                                POWER OF ATTORNEY

                  The undersigned directors and officers of Wilson Greatbatch
Technologies, Inc. (the "Company") do hereby constitute and appoint Larry T.
DeAngelo and Arthur J. Lalonde, and each of them, with full power of
substitution, our true and lawful attorneys-in-fact and agents to do any and all
acts and things in our name and behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below which such person may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in connection with this registration statement, including
specifically, but not limited to, power and authority to sign for us, or any of
us, in the capacities indicated below and any and all amendments (including
pre-effective and post-effective amendments or any other registration statement
filed pursuant to the provision of Rule 462(b) under the Act) hereto; and we do
hereby ratify and confirm all that such persons shall do or cause to be done by
virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
registration statement has been signed on the date set forth below by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
              SIGNATURE                                   TITLE                               Date
              ---------                                   -----                               ----
<S>                                      <C>                                              <C>
        /s/ EDWARD F. VOBORIL            President, Chief Executive Officer and           May 23, 2001
-------------------------------------    Chairman of the Board (principal
          Edward F. Voboril              executive officer)

        /s/ ARTHUR J. LALONDE            Senior Vice President, Finance                   May 23, 2001
-------------------------------------    (principal financial and accounting
          Arthur J. Lalonde              officer)

          /s/ ROBERT E. RICH, JR.        Director                                         May 23, 2001
-------------------------------------
             Robert E. Rich, Jr.

                                         Director
-------------------------------------
                Douglas E. Rogers

            /s/ BILL R. SANFORD          Director                                         May 23, 2001
-------------------------------------
                Bill R. Sanford

           /s/ HENRY WENDT               Director                                         May 23, 2001
-------------------------------------
               Henry Wendt

        /s/ DAVID M. WITTELS             Director                                         May 23, 2001
-------------------------------------
                David M. Wittels

</TABLE>



                                      II-4
<PAGE>

                                  EXHIBIT INDEX

   Exhibit No.                     Description
   -----------                     -----------

        4.1         Amended and Restated Certificate of Incorporation
                    (incorporated by reference to Exhibit 3.1 to the Company's
                    Registration Statement (File No. 333-37554) on Form S-1)

        4.2         Amended and Restated Bylaws (incorporated by reference
                    herein to Exhibit 3.2 to the Company's Registration
                    Statement (File No. 333-37554) on Form S-1)

        5.1         Opinion of Weil, Gotshal & Manges LLP regarding validity of
                    the securities being registered

       23.1         Consent of Deloitte & Touche LLP

       23.2         Consent of Weil, Gotshal & Manges LLP (included in Exhibit
                    5.1)

       24.1         Power of Attorney (included on page II-4).
[{"type": "S-8", "sequence": "1", "filename": "a5-22_s8.txt", "secsgml_size_bytes": 20395}]
{"company-data": {"conformed-name": "WILSON GREATBATCH TECHNOLOGIES INC", "cik": "0001114483", "assigned-sic": "3690", "irs-number": "161531026", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61476", "film-number": "1646657"}, "business-address": {"street1": "10000 WEHRLE DR", "city": "CLARENCE", "state": "NY", "zip": "14031", "phone": "7167596901"}}
As filed with the Securities and Exchange Commission on May 23, 2001
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                      WILSON GREATBATCH TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                            16-1531026
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)
                               10,000 Wehrle Drive
                            Clarence, New York 14031
                    (Address of Principal Executive Offices)

         THE WILSON GREATBATCH TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN
                                       and
         THE WILSON GREATBATCH TECHNOLOGIES, INC. 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                Edward F. Voboril
                     President, Chief Executive Officer and
                              Chairman of the Board
                      Wilson Greatbatch Technologies, Inc.
                               10,000 Wehrle Drive
                            Clarence, New York 14031
                                 (716) 759-6901
                     (Name and Address of Agent for Service)
          (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
============================= ===================== ======================== ========================= ============================
                                                       Proposed Maximum          Proposed Maximum
 Title Of Securities To Be        Amount To Be        Offering Price Per        Aggregate Offering        Amount of Registration
        Registered             Registered (1) (2)          Share (2)                Price (2)                    Fee (2)
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
    $.001 per share            1,669,079 shares                $    31.23               $  52,125,337              $   13,032
============================= ===================== ======================== ========================= ============================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issuable by reason of the anti-dilution provisions of the Plans.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
registration fee was computed on the basis of the market value of the 1,669,079
shares of Common Stock to be registered hereby (consisting of the 449,126 shares
of Common Stock reserved for issuance under the Registrant's 1997 Stock Option
Plan and the 1,219,953 shares of Common Stock reserved for issuance under the
Registrant's 1998 Stock Option Plan) estimated in accordance with Rule 457(c),
solely for the purpose of computing the registration fee, on the basis of the
average of the high and low sales prices per share of Common Stock of the
Registrant on the New York Stock Exchange on May 16, 2001 ($31.23).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

                  The documents containing the information specified in Part I
of this registration statement (the "Registration Statement") will be sent or
given to employees as specified by Rule 428(b)(1). Such documents are not
required to be and are not filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act").

Item 2.

                  Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the Wilson Greatbatch
Technologies, Inc. 1997 Stock Option Plan and the Wilson Greatbatch
Technologies, Inc. 1998 Stock Option Plan are available without charge by
contacting:

                      Wilson Greatbatch Technologies, Inc.
                               10,000 Wehrle Drive
                            Clarence, New York 14031
                                 (716) 759-6901

                                    Attention:     Larry T. DeAngelo
                                                   Senior Vice President,
                                                   Administration and
                                                   Secretary

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed with the Commission by Wilson
Greatbatch Technologies, Inc. (the "Company") are incorporated herein by
reference:

                  (a)      the Company's Annual Report on Form 10-K for the
                           fiscal year ended December 29, 2000;

                  (b)      the Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended March 30, 2001; and

                  (c)      the description of the Company's Common Stock, par
                           value $.001 per share, contained in the Company's
                           Registration Statement on Form 8-A filed on September
                           25, 2000.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

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

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 102 of the Delaware General Corporation Law (the
"DGCL") allows a corporation to eliminate the personal liability of directors of
a corporation to the corporation or to any of its stockholders for monetary
damages for a breach of his fiduciary duty as a director, except in the case
where the director breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware
corporate law or obtained an improper personal benefit. The Company's Amended
and Restated Certificate of Incorporation contains a provision which, in
substance, eliminates directors' personal liability set forth above.

                                      II-1
Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company's Amended and
Restated Certificate of Incorporation contains a provision which, in substance,
provides for indemnification as set forth above.

                  The Company's Amended and Restated Certificate of
Incorporation provides that indemnification shall be to the fullest extent
permitted by the DGCL for all current or former directors or officers of the
Company.

Item 7.           Exemption From Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  The following documents are filed as a part of this
registration statement or incorporated by reference herein:

   Exhibit No.                Description
   -----------                -----------

         4.1      Amended and Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Registration Statement (File No. 333-37554) on Form S-1)

         4.2      Amended and Restated Bylaws (incorporated by reference herein
                  to Exhibit 3.2 to the Company's Registration Statement (File
                  No. 333-37554) on Form S-1)

         5.1      Opinion of Weil, Gotshal & Manges LLP regarding validity of
                  the securities being registered

         23.1     Consent of Deloitte & Touche LLP

         23.2     Consent of Weil, Gotshal & Manges LLP (included in Exhibit
                  5.1)

         24.1     Power of Attorney (included on page II-4).

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;

        (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,
    represent a fundamental change in the information set forth in the
    Registration Statement provided, however, that notwithstanding the

                                      II-2
foregoing, any increase or decrease in volume of securities offered (if the
    total dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed with
    the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
    volume and price represent no more than a 20 percent change in the maximum
    aggregate offering price set forth in the "Calculation of Registration Fee"
    table in the effective Registration Statement; and

        (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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 Section 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
    Securities 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 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, 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.

(c) Insofar as indemnification for liabilities arising under the Securities 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 Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Clarence, State of New York, on May 23, 2001.

                            WILSON GREATBATCH TECHNOLOGIES, INC.

                            By:  /s/ Larry T. DeAngelo
                               -------------------------------------------
                                 Larry T. DeAngelo
                                 Senior Vice President, Administration and
                                 Secretary

                                POWER OF ATTORNEY

                  The undersigned directors and officers of Wilson Greatbatch
Technologies, Inc. (the "Company") do hereby constitute and appoint Larry T.
DeAngelo and Arthur J. Lalonde, and each of them, with full power of
substitution, our true and lawful attorneys-in-fact and agents to do any and all
acts and things in our name and behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below which such person may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission in connection with this registration statement, including
specifically, but not limited to, power and authority to sign for us, or any of
us, in the capacities indicated below and any and all amendments (including
pre-effective and post-effective amendments or any other registration statement
filed pursuant to the provision of Rule 462(b) under the Act) hereto; and we do
hereby ratify and confirm all that such persons shall do or cause to be done by
virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
registration statement has been signed on the date set forth below by the
following persons in the capacities indicated.
SIGNATURE                                   TITLE                               Date
              ---------                                   -----                               ----
/s/ EDWARD F. VOBORIL            President, Chief Executive Officer and           May 23, 2001
-------------------------------------    Chairman of the Board (principal
          Edward F. Voboril              executive officer)

        /s/ ARTHUR J. LALONDE            Senior Vice President, Finance                   May 23, 2001
-------------------------------------    (principal financial and accounting
          Arthur J. Lalonde              officer)

          /s/ ROBERT E. RICH, JR.        Director                                         May 23, 2001
-------------------------------------
             Robert E. Rich, Jr.

                                         Director
-------------------------------------
                Douglas E. Rogers

            /s/ BILL R. SANFORD          Director                                         May 23, 2001
-------------------------------------
                Bill R. Sanford

           /s/ HENRY WENDT               Director                                         May 23, 2001
-------------------------------------
               Henry Wendt

        /s/ DAVID M. WITTELS             Director                                         May 23, 2001
-------------------------------------
                David M. Wittels
II-4
EXHIBIT INDEX

   Exhibit No.                     Description
   -----------                     -----------

        4.1         Amended and Restated Certificate of Incorporation
                    (incorporated by reference to Exhibit 3.1 to the Company's
                    Registration Statement (File No. 333-37554) on Form S-1)

        4.2         Amended and Restated Bylaws (incorporated by reference
                    herein to Exhibit 3.2 to the Company's Registration
                    Statement (File No. 333-37554) on Form S-1)

        5.1         Opinion of Weil, Gotshal & Manges LLP regarding validity of
                    the securities being registered

       23.1         Consent of Deloitte & Touche LLP

       23.2         Consent of Weil, Gotshal & Manges LLP (included in Exhibit
                    5.1)

       24.1         Power of Attorney (included on page II-4).