As filed with the Securities and Exchange Commission on April 8, 1997
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

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


                             BOSTON BIOMEDICA, INC.
                             ----------------------
             (Exact Name of Registrant as Specified in Its Charter)

         MASSACHUSETTS                                  04-2652826
         -------------                                  ----------
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

             375 WEST STREET, WEST BRIDGEWATER, MASSACHUSETTS 02379
             ------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                      1987 NON-QUALIFIED STOCK OPTION PLAN
                           EMPLOYEE STOCK OPTION PLAN
                            (Full Title of the Plan)
                            ------------------------

                             RICHARD T. SCHUMACHER,
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             BOSTON BIOMEDICA, INC.
                                375 WEST STREET,
                      WEST BRIDGEWATER, MASSACHUSETTS 02379
                      -------------------------------------
                     (Name and Address of Agent for Service)

                                 (508) 580-1900
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
       Title of
      Securities             Amount              Proposed Maxi-              Proposed Maxi-           Amount of
         to be                to be               mum Offering               mum Aggregate            Registra-
      Registered           Registered          Price Per Share(1)          Offering Price(1)           tion Fee
------------------------ ---------------- ----------------------------- ------------------------- -------------------
<S>                       <C>                       <C>                      <C>                      <C>
Common Stock,
$.01 par value            1,592,725(2)              $9.25(3)                 $14,732,706(3)           $4,464.45

===================================================================================================================
</TABLE>
                            (footnotes on next page)

                           EXHIBIT INDEX AT PAGE II-5








        (1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.

        (2) Includes (i) 842,725 shares that may be issued  pursuant to the 1987
Non-Qualified  Stock  Option  Plan and (ii)  750,000  shares  that may be issued
pursuant to the Employee Stock Option Plan. Such presently indeterminable number
of  additional  shares of Common Stock are also  registered  hereunder as may be
issued   in   the   event   of   a   merger,   consolidation,    reorganization,
recapitalization,  stock dividend, stock split or other similar change in Common
Stock.

        (3) Based on the average of the high and low prices for the Registrant's
Common Stock,  $.01 par value (the "Common Stock") on April 3, 1997, as reported
by the Nasdaq Stock Market, Inc.









                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

        The following  documents are hereby  incorporated by reference into this
Registration Statement:

        (a)     The Registrant's  Final Prospectus dated October 31, 1996 in the
                form filed on October 31, 1996 with the  Securities and Exchange
                Commission  pursuant to Rule 424(b)(4)  under the Securities Act
                of 1933, as amended (the "1933 Act");

        (b)     The  Registrant's  Annual Report on Form 10-K for the year ended
                December 31, 1996;

        (c)     The  description of the  Registrant's  Common Stock contained in
                the  Registrant's  Registration  Statement on Form 8-A (File No.
                000-21615)  filed under the Exchange Act with the Securities and
                Exchange Commission  including any amendment or report filed for
                the purposes of updating such description; and

        (d)     The  description of the  Registrant's  Common Stock contained in
                the  Registrant's  Registration  Statement on Form S-1 (File No.
                333-10759) filed under the 1933 Act.

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

Item 4.  Description of Securities.

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        The  validity of the shares of Common  Stock to be issued in  accordance
with the 1987 Non-Qualified Stock Option Plan and the Employee Stock Option Plan
has been passed upon for the Registrant by Brown,  Rudnick,  Freed & Gesmer, One
Financial  Center,  Boston,  Massachusetts  02111.  Certain  members  of  Brown,
Rudnick,  Freed & Gesmer, P.C., a partner of Brown, Rudnick, Freed & Gesmer, are
the  beneficial  holders  of a nominal  number of shares of Common  Stock of the
Registrant.

Item 6.  Indemnification of Directors and Officers.

        The   Registrant's   Amended  and  Restated   Articles  of  Organization
eliminate, subject to certain exceptions, the personal liability of directors to
the  Registrant  or its  stockholders  for  monetary  damages  for  breaches  of
fiduciary duties as directors.  The Amended and Restated Articles do not provide
for the elimination of or any limitation on the personal liability of a director
for (i) any breach of the  director's  duty of loyalty to the  Registrant or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional misconduct or a knowing violation of law, (iii) certain unauthorized
dividends,  redemptions,  or  distributions  as provided under Section 61 of the
Massachusetts  Business  Corporation  Law,  (iv) certain  loans of assets of the
Registrant  to any of its officers or directors as provided  under Section 62 of
the Massachusetts Business Corporation Law or (v) any transaction from which the
director derived an improper personal benefit. This provision of the Amended and
Restated  Articles  of  Organization  will  limit the  remedies  available  to a
stockholder  in  the  event  of  breaches  of  any  director's  duties  to  such
stockholder or the Registrant.

        The Registrant's  Amended and Restated Articles of Organization  provide
that the Registrant may,  either in its By-laws or by contract,  provide for the
indemnification  of  directors,  officers,  employees  and  agents,  by whomever
elected or appointed,  to the full extent permitted by law, as it may be amended
from time to time.



                                      II-1


        The Registrant  intends to enter into  indemnification  agreements  with
each of its present  directors and certain of its officers.  The  Registrant may
also enter into similar agreements with certain of the Registrant's officers who
are not also directors.  Generally, the indemnification  agreements provide that
the  Registrant  will pay certain  amounts  incurred by a director or officer in
connection  with any civil or criminal  action or  proceeding  and  specifically
including actions by or in the name of the Registrant  (derivative  suits) where
the  individual's  involvement  is by  reason  of the  fact  that he is or was a
director or officer.  Such amounts  include,  to the maximum extent permitted by
law, attorney's fees, judgments, civil or criminal fines, settlement amounts and
other expenses customarily included in connection with legal proceedings.  Under
the  indemnification   agreements,  a  director  or  officer  will  not  receive
indemnification if he is found not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Registrant.

Item 7.  Exemption From Registration Claimed.

        Not applicable.

Item 8.  Exhibits.

        (4)     Instruments  defining the rights of security holders,  including
                indentures.

                (a)      Description  of  Certificate  of Common  Stock filed as
                         Exhibit 4.1 to the Registrant's  Registration Statement
                         on Form S-1 (File No. 333-10759) (the "S-1 Registration
                         Statement").*

                (b)      Amended and Restated  Articles of  Organization  of the
                         Registrant,   filed   as   Exhibit   3.1  to  the   S-1
                         Registration Statement.*

                (c)      Amended and Restated  By-Laws of the Registrant,  filed
                         as Exhibit 3.2 to the S-1 Registration Statement.*

        (5)     Opinion regarding legality.

                (a)      Legal Opinion of Brown, Rudnick, Freed & Gesmer.

        (24)    Consents of experts and counsel.

                (a)      Consent  of  Coopers  &  Lybrand  L.L.P.,   independent
                         accountants.

                (b)      Consent of Brown,  Rudnick,  Freed & Gesmer is included
                         within  their  legal  opinion  filed as Exhibit  (5)(a)
                         hereof.

        (25)    Power of Attorney.

        (99)    Additional Exhibits.

                (a)      Boston Biomedica,  Inc. 1987 Non-Qualified Stock Option
                         Plan  filed as  Exhibit  10.15 to the S-1  Registration
                         Statement.*

                (b)      Boston Biomedica, Inc. Employee Stock Option Plan filed
                         as Exhibit 10.16 to the S-1 Registration Statement.*

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

*     Not filed herewith. In accordance with Rule 411(c) promulgated pursuant to
      the Securities Act of 1933, as amended, reference is made to the documents
      previously  filed  with  the  Securities  and  Exchange  Commission  which
      documents are hereby incorporated by reference.



                                      II-2


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,
                         represent a fundamental  change in the  information set
                         forth in the  registration  statement.  Notwithstanding
                         the  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;

                         (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  (1)(i) and (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 with or  furnished  to the  Commission  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.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (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.



                                      II-3


        (h)  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 provisions described under "Item 6 ---
Indemnification  of Directors and Officers" above, 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 in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.



                                   SIGNATURES

                                 THE REGISTRANT


        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of West Bridgewater,  Commonwealth of Massachusetts,  on
the 7th day of April, 1997.

                                                   BOSTON BIOMEDICA, INC.


                                                   By: /s/ Richard T. Schumacher
                                                       -------------------------
                                                       Richard T. Schumacher

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

<TABLE>
<CAPTION>
Signature                                           Title                                    Date
---------                                           -----                                    ----
<S>                                                 <C>                                      <C>
/s/  Richard T. Schumacher                          Principal Executive Officer and          April 7, 1997
------------------------------------                Director
Richard T. Schumacher               

/s/  Kevin W. Quinlan                               Principal Financial and Accounting       April 7, 1997
------------------------------------                Officer and Director
Kevin W. Quinlan                    

/s/ Henry A. Malkasian                              Director                                 April 7, 1997
------------------------------------
Henry A. Malkasian

/s/ Francis E. Capitanio                            Director                                 April 7, 1997
------------------------------------
Francis E. Capitanio

/s/  Calvin A. Saravis                              Director                                 April 4, 1997
------------------------------------
Calvin A. Saravis

</TABLE>


                                      II-4


                                  EXHIBIT INDEX
                                  -------------


<TABLE>
<CAPTION>
      Exhibit
      Number                                                                                             Page
      ------                                                                                             ----
      <S>            <C>                                                                                   <C>
      (4)(a)         Description of Certificate of Common Stock filed as Exhibit 4.1 to the                *
                     Registrant's Registration Statement on Form S-1 (File No. 333-10759) (the
                     "S-1 Registration Statement").

      (4)(b)         Amended and Restated Articles of Organization of the Registrant, filed as             *
                     Exhibit 3.1 to the S-1 Registration Statement.


      (4)(c)         Amended and Restated By-Laws of the Registrant, filed as                             *
                     Exhibit 3.2 to the S-1 Registration Statement.

      (5)(a)         Legal Opinion of Brown, Rudnick, Freed & Gesmer.

      (24)(a)        Consent of Coopers & Lybrand L.L.P., independent accountants.

      (24)(b)        Consent of Brown, Rudnick, Freed & Gesmer is included within their legal
                     opinion filed as Exhibit (5)(a) hereof.

      (25)           Power of Attorney.

      (99)(a)        Boston Biomedica, Inc. 1987 Non-Qualified Stock Option Plan                           *
                     filed as Exhibit 10.15 to the S-1 Registration Statement.

      (99)(b)        Boston Biomedica, Inc. Employee Stock Option Plan filed as                            *
                     Exhibit 10.16 to the S-1 Registration Statement.

</TABLE>

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

*    Not filed herewith.  In accordance with Rule 411(c) promulgated pursuant to
     the Securities Act of 1933, as amended,  reference is made to the documents
     previously  filed  with  the  Securities  and  Exchange   Commission  which
     documents are hereby incorporated by reference.


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21499}]
{"company-data": {"conformed-name": "BOSTON BIOMEDICA INC", "cik": "0000830656", "assigned-sic": "2835", "irs-number": "042652826", "state-of-incorporation": "MA"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24749", "film-number": "97576481"}, "business-address": {"street1": "375 WEST STREET", "city": "WEST BRIDGEWATER", "state": "MA", "zip": "02379", "phone": "5085801900"}}
As filed with the Securities and Exchange Commission on April 8, 1997
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

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

                             BOSTON BIOMEDICA, INC.
                             ----------------------
             (Exact Name of Registrant as Specified in Its Charter)

         MASSACHUSETTS                                  04-2652826
         -------------                                  ----------
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

             375 WEST STREET, WEST BRIDGEWATER, MASSACHUSETTS 02379
             ------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                      1987 NON-QUALIFIED STOCK OPTION PLAN
                           EMPLOYEE STOCK OPTION PLAN
                            (Full Title of the Plan)
                            ------------------------

                             RICHARD T. SCHUMACHER,
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             BOSTON BIOMEDICA, INC.
                                375 WEST STREET,
                      WEST BRIDGEWATER, MASSACHUSETTS 02379
                      -------------------------------------
                     (Name and Address of Agent for Service)

                                 (508) 580-1900
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
       Title of
      Securities             Amount              Proposed Maxi-              Proposed Maxi-           Amount of
         to be                to be               mum Offering               mum Aggregate            Registra-
      Registered           Registered          Price Per Share(1)          Offering Price(1)           tion Fee
------------------------ ---------------- ----------------------------- ------------------------- -------------------
Common Stock,
$.01 par value            1,592,725(2)              $9.25(3)                 $14,732,706(3)           $4,464.45

===================================================================================================================
(footnotes on next page)

                           EXHIBIT INDEX AT PAGE II-5

        (1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.

        (2) Includes (i) 842,725 shares that may be issued  pursuant to the 1987
Non-Qualified  Stock  Option  Plan and (ii)  750,000  shares  that may be issued
pursuant to the Employee Stock Option Plan. Such presently indeterminable number
of  additional  shares of Common Stock are also  registered  hereunder as may be
issued   in   the   event   of   a   merger,   consolidation,    reorganization,
recapitalization,  stock dividend, stock split or other similar change in Common
Stock.

        (3) Based on the average of the high and low prices for the Registrant's
Common Stock,  $.01 par value (the "Common Stock") on April 3, 1997, as reported
by the Nasdaq Stock Market, Inc.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

        The following  documents are hereby  incorporated by reference into this
Registration Statement:

        (a)     The Registrant's  Final Prospectus dated October 31, 1996 in the
                form filed on October 31, 1996 with the  Securities and Exchange
                Commission  pursuant to Rule 424(b)(4)  under the Securities Act
                of 1933, as amended (the "1933 Act");

        (b)     The  Registrant's  Annual Report on Form 10-K for the year ended
                December 31, 1996;

        (c)     The  description of the  Registrant's  Common Stock contained in
                the  Registrant's  Registration  Statement on Form 8-A (File No.
                000-21615)  filed under the Exchange Act with the Securities and
                Exchange Commission  including any amendment or report filed for
                the purposes of updating such description; and

        (d)     The  description of the  Registrant's  Common Stock contained in
                the  Registrant's  Registration  Statement on Form S-1 (File No.
                333-10759) filed under the 1933 Act.

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

Item 4.  Description of Securities.

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        The  validity of the shares of Common  Stock to be issued in  accordance
with the 1987 Non-Qualified Stock Option Plan and the Employee Stock Option Plan
has been passed upon for the Registrant by Brown,  Rudnick,  Freed & Gesmer, One
Financial  Center,  Boston,  Massachusetts  02111.  Certain  members  of  Brown,
Rudnick,  Freed & Gesmer, P.C., a partner of Brown, Rudnick, Freed & Gesmer, are
the  beneficial  holders  of a nominal  number of shares of Common  Stock of the
Registrant.

Item 6.  Indemnification of Directors and Officers.

        The   Registrant's   Amended  and  Restated   Articles  of  Organization
eliminate, subject to certain exceptions, the personal liability of directors to
the  Registrant  or its  stockholders  for  monetary  damages  for  breaches  of
fiduciary duties as directors.  The Amended and Restated Articles do not provide
for the elimination of or any limitation on the personal liability of a director
for (i) any breach of the  director's  duty of loyalty to the  Registrant or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional misconduct or a knowing violation of law, (iii) certain unauthorized
dividends,  redemptions,  or  distributions  as provided under Section 61 of the
Massachusetts  Business  Corporation  Law,  (iv) certain  loans of assets of the
Registrant  to any of its officers or directors as provided  under Section 62 of
the Massachusetts Business Corporation Law or (v) any transaction from which the
director derived an improper personal benefit. This provision of the Amended and
Restated  Articles  of  Organization  will  limit the  remedies  available  to a
stockholder  in  the  event  of  breaches  of  any  director's  duties  to  such
stockholder or the Registrant.

        The Registrant's  Amended and Restated Articles of Organization  provide
that the Registrant may,  either in its By-laws or by contract,  provide for the
indemnification  of  directors,  officers,  employees  and  agents,  by whomever
elected or appointed,  to the full extent permitted by law, as it may be amended
from time to time.

                                      II-1

        The Registrant  intends to enter into  indemnification  agreements  with
each of its present  directors and certain of its officers.  The  Registrant may
also enter into similar agreements with certain of the Registrant's officers who
are not also directors.  Generally, the indemnification  agreements provide that
the  Registrant  will pay certain  amounts  incurred by a director or officer in
connection  with any civil or criminal  action or  proceeding  and  specifically
including actions by or in the name of the Registrant  (derivative  suits) where
the  individual's  involvement  is by  reason  of the  fact  that he is or was a
director or officer.  Such amounts  include,  to the maximum extent permitted by
law, attorney's fees, judgments, civil or criminal fines, settlement amounts and
other expenses customarily included in connection with legal proceedings.  Under
the  indemnification   agreements,  a  director  or  officer  will  not  receive
indemnification if he is found not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Registrant.

Item 7.  Exemption From Registration Claimed.

        Not applicable.

Item 8.  Exhibits.

        (4)     Instruments  defining the rights of security holders,  including
                indentures.

                (a)      Description  of  Certificate  of Common  Stock filed as
                         Exhibit 4.1 to the Registrant's  Registration Statement
                         on Form S-1 (File No. 333-10759) (the "S-1 Registration
                         Statement").*

                (b)      Amended and Restated  Articles of  Organization  of the
                         Registrant,   filed   as   Exhibit   3.1  to  the   S-1
                         Registration Statement.*

                (c)      Amended and Restated  By-Laws of the Registrant,  filed
                         as Exhibit 3.2 to the S-1 Registration Statement.*

        (5)     Opinion regarding legality.

                (a)      Legal Opinion of Brown, Rudnick, Freed & Gesmer.

        (24)    Consents of experts and counsel.

                (a)      Consent  of  Coopers  &  Lybrand  L.L.P.,   independent
                         accountants.

                (b)      Consent of Brown,  Rudnick,  Freed & Gesmer is included
                         within  their  legal  opinion  filed as Exhibit  (5)(a)
                         hereof.

        (25)    Power of Attorney.

        (99)    Additional Exhibits.

                (a)      Boston Biomedica,  Inc. 1987 Non-Qualified Stock Option
                         Plan  filed as  Exhibit  10.15 to the S-1  Registration
                         Statement.*

                (b)      Boston Biomedica, Inc. Employee Stock Option Plan filed
                         as Exhibit 10.16 to the S-1 Registration Statement.*

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

*     Not filed herewith. In accordance with Rule 411(c) promulgated pursuant to
      the Securities Act of 1933, as amended, reference is made to the documents
      previously  filed  with  the  Securities  and  Exchange  Commission  which
      documents are hereby incorporated by reference.

                                      II-2

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,
                         represent a fundamental  change in the  information set
                         forth in the  registration  statement.  Notwithstanding
                         the  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;

                         (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  (1)(i) and (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 with or  furnished  to the  Commission  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.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (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.

                                      II-3

        (h)  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 provisions described under "Item 6 ---
Indemnification  of Directors and Officers" above, 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 in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

                                   SIGNATURES

                                 THE REGISTRANT

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of West Bridgewater,  Commonwealth of Massachusetts,  on
the 7th day of April, 1997.

                                                   BOSTON BIOMEDICA, INC.

                                                   By: /s/ Richard T. Schumacher
                                                       -------------------------
                                                       Richard T. Schumacher

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:
Signature                                           Title                                    Date
---------                                           -----                                    ----
/s/  Richard T. Schumacher                          Principal Executive Officer and          April 7, 1997
------------------------------------                Director
Richard T. Schumacher               

/s/  Kevin W. Quinlan                               Principal Financial and Accounting       April 7, 1997
------------------------------------                Officer and Director
Kevin W. Quinlan                    

/s/ Henry A. Malkasian                              Director                                 April 7, 1997
------------------------------------
Henry A. Malkasian

/s/ Francis E. Capitanio                            Director                                 April 7, 1997
------------------------------------
Francis E. Capitanio

/s/  Calvin A. Saravis                              Director                                 April 4, 1997
------------------------------------
Calvin A. Saravis
II-4

                                  EXHIBIT INDEX
                                  -------------
Exhibit
      Number                                                                                             Page
      ------                                                                                             ----
(4)(a)         Description of Certificate of Common Stock filed as Exhibit 4.1 to the                *
                     Registrant's Registration Statement on Form S-1 (File No. 333-10759) (the
                     "S-1 Registration Statement").

      (4)(b)         Amended and Restated Articles of Organization of the Registrant, filed as             *
                     Exhibit 3.1 to the S-1 Registration Statement.

      (4)(c)         Amended and Restated By-Laws of the Registrant, filed as                             *
                     Exhibit 3.2 to the S-1 Registration Statement.

      (5)(a)         Legal Opinion of Brown, Rudnick, Freed & Gesmer.

      (24)(a)        Consent of Coopers & Lybrand L.L.P., independent accountants.

      (24)(b)        Consent of Brown, Rudnick, Freed & Gesmer is included within their legal
                     opinion filed as Exhibit (5)(a) hereof.

      (25)           Power of Attorney.

      (99)(a)        Boston Biomedica, Inc. 1987 Non-Qualified Stock Option Plan                           *
                     filed as Exhibit 10.15 to the S-1 Registration Statement.

      (99)(b)        Boston Biomedica, Inc. Employee Stock Option Plan filed as                            *
                     Exhibit 10.16 to the S-1 Registration Statement.
----------------------------

*    Not filed herewith.  In accordance with Rule 411(c) promulgated pursuant to
     the Securities Act of 1933, as amended,  reference is made to the documents
     previously  filed  with  the  Securities  and  Exchange   Commission  which
     documents are hereby incorporated by reference.

                                      II-5