As filed with the Securities and Exchange Commission on February 28, 2001
                     Registration Statement No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

       Massachusetts                                     04-2441829
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                  80 Wilson Way
                          Westwood, Massachusetts 02090
                                  781-467-3500
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

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

                                 ADE CORPORATION
                         2000 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 Robert C. Abbe
                      President and Chief Executive Officer
                                 ADE Corporation
                                  80 Wilson Way
                          Westwood, Massachusetts 02090
                                  781-467-3500
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

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

                                    Copy to:

                            Eileen Smith Ewing, Esq.
                           Kirkpatrick & Lockhart LLP
                                 75 State Street
                                Boston, MA 02109
                                  617-951-9000

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


<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                Proposed           Proposed
Title of Each Class                             Maximum            Maximum
Of Securities to Be          Amount to Be       Offering Price     Aggregate             Amount of
Registered                   Registered (1)     Per Share (2)      Offering Price (2)    Registration Fee

---------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                <C>                   <C>
Common Stock,
par value $.01 per share     900,000 shares     $12.6328           $11,369,520           $2,842.38

---------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Together with an indeterminate number of additional shares which may result
     from a stock split,  stock  dividend,  or other  similar  adjustment of the
     outstanding shares of Common Stock.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1933 on the basis of
     the average of the high and low prices of the Registrant's  Common Stock on
     the Nasdaq  National  Market System as of a date (February 27, 2001) within
     five business days prior to filing this Registration Statement.


<PAGE>


        ADE Corporation is registering 900,000 shares of Common Stock, par value
$.01 per share,  all of which are reserved for issuance  under the 2000 Employee
Stock Option Plan (the "2000 Plan").

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

        Pursuant to General  Instruction E of Form S-8, we are  incorporating by
reference  the  information  contained in Items 4, 6, 7, and 9 of Part II of the
Registration Statement on Form S-8 (File No. 333-46505).

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC allows us to "incorporate" into this prospectus information that
we file  with  the SEC in  other  documents.  This  means  that we can  disclose
important  information to you by referring to other  documents that contain that
information.  The information incorporated by reference is considered to be part
of this  prospectus.  Information  contained in this  prospectus and information
that  we  file  with  the  SEC  in  the  future  and  incorporate  by  reference
automatically update and supersede previously filed information.  We incorporate
by reference the documents  listed below and any future filings we make with the
SEC under Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of
1934,  prior to our filing a  post-effective  amendment  indicating that all the
shares  of our  Common  Stock  covered  by this  prospectus  have  been  sold or
deregistering all securities then remaining unsold.

o    ADE's Annual Report on Form 10-K for the fiscal year ended April 30, 2000;

o    ADE's  Quarterly  Reports on Form 10-Q for the quarters ended July 31, 2000
     and October 31, 2000; and

o    The  description  of ADE's  Common  Stock  included  in ADE's  Registration
     Statement on Form 8-A filed with the SEC on August 30, 1995.

        You may request, orally or in writing, a copy of these documents,  which
will be provided to you at no cost, by contacting:

              Corporate Communications
              ADE Corporation
              80 Wilson Way
              Westwood, MA 02090
              Telephone: (781) 467-3500

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        None.

ITEM 8. EXHIBITS.

        See list of exhibits in the Exhibit Index.




                                      -2-
<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 Town of Westwood,  Commonwealth of  Massachusetts,  on
February 28, 2001.

                                ADE CORPORATION


                                By: /s/ Robert C. Abbe
                                    --------------------------------
                                Robert C. Abbe
                                President, Chief Executive Officer, and Director
                                (Principal Executive Officer)


                        SIGNATURES AND POWER OF ATTORNEY

         We, the undersigned  officers and directors of ADE Corporation,  hereby
severally  constitute and appoint Robert C. Abbe,  Brian James, and Eileen Smith
Ewing, and each of them singly, our true and lawful attorneys with full power to
any of them, and to each of them singly,  to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-8 filed herewith
and any and all pre-effective and post-effective amendments to said Registration
Statement  and  generally  to do all such  things in our name and  behalf in our
capacities  as officers and directors to enable ADE  Corporation  to comply with
the provisions of the Securities Act of 1933, as amended,  and all  requirements
of the Securities and Exchange  Commission,  hereby ratifying and confirming our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.

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

<TABLE>
<CAPTION>

<S>                                <C>                                  <C>
/s/ Robert C. Abbe                 President, Chief Executive           February 28, 2001
-----------------------------      Officer, and Director
Robert C. Abbe                     (Principal Executive Officer)


/s/ Brian James                    Vice President and Chief             February 28, 2001
-----------------------------      Financial Officer
Brian James                        (Principal Financial Officer)


/s/ Joseph E. Rovatti              Controller                           February 28, 2001
-----------------------------      (Principal Accounting Officer)
Joseph E. Rovatti


/s/ Landon T. Clay                 Chairman of the Board                February 28, 2001
-----------------------------
Landon T. Clay


/s/ Chris L. Koliopoulos           Vice President of ADE,               February 28, 2001
-----------------------------      President of ADE Phase Shift,
Chris L. Koliopoulos               and Director


/s/ Francis B. Lothrop, Jr.        Director                             February 28, 2001
-----------------------------
Francis B. Lothrop, Jr.


/s/ H. Kimball Faulkner            Director                             February 28, 2001
-----------------------------
H. Kimball Faulkner





                                      -3-
<PAGE>


/s/ Kendall Wright                 Director                             February 28, 2001
-----------------------------
Kendall Wright


/s/ Harris Clay                    Director                             February 28, 2001
-----------------------------
Harris Clay

</TABLE>






                                      -4-
<PAGE>


                                  EXHIBIT INDEX

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

5              Opinion  of   Kirkpatrick   &  Lockhart   LLP  (filed  with  this
               Registration Statement).

10.1           2000  Employee  Stock Option Plan (filed with the  Commission  on
               August 21, 2000,  as Exhibit A to the Company's  Proxy  Statement
               with respect to its Annual Meeting of Shareholders for the fiscal
               year ended April 30, 2000, and  incorporated by reference in this
               Registration Statement).

23.1           Consent   of   PricewaterhouseCoopers   LLP   (filed   with  this
               Registration Statement).

23.2           Consent of  Kirkpatrick  & Lockhart LLP (included in Exhibit 5 to
               this Registration Statement).

24             Power  of  Attorney   (included   in   signature   page  to  this
               Registration Statement).







                                      -5-
<PAGE>


                                    Exhibit 5

                      OPINION OF KIRKPATRICK & LOCKHART LLP




February 28, 2001




ADE Corporation
80 Wilson Way
Westwood, MA 02090

Ladies and Gentlemen:

We have acted as counsel to ADE  Corporation,  a Massachusetts  corporation (the
"Company"),  in connection  with the  preparation and filing with the Securities
and Exchange  Commission (the "Commission") of a Registration  Statement on Form
S-8 (the "Registration Statement") registering for issuance by the Company, upon
exercise of options  awarded and to be awarded under the Company's 2000 Employee
Stock  Option Plan (the  "Plan"),  900,000  shares (the  "Shares") of the Common
Stock,  $.01 par value per share ("Common  Stock") of the Company.  These Shares
are in addition to 500,000  shares of Common Stock  issuable under the Company's
1997  Employee  Stock  Option  Plan  registered  on Form S-8,  Registration  No.
333-46505, filed with the Commission on February 18, 1998.

We  have  examined  the  Registration   Statement,   the  Restated  Articles  of
Organization  of the Company and such other documents and records of the Company
as we have deemed necessary for the purpose of this opinion.

In our examination of the foregoing  documents,  we have assumed the genuineness
of all  signatures  and the  authenticity  of all  documents  submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic  copies,  and the  authenticity  of the originals of
such latter documents.

We are members of the bar of the Commonwealth of  Massachusetts,  and we express
no opinion as to any matters insofar as any laws other than Federal laws and the
laws of the Commonwealth of Massachusetts may be applicable.




<PAGE>

We assume for purposes of this opinion that the grants of options under the Plan
have been or will be made in  accordance  with the terms and  conditions  of the
Plan.

Based  upon  the  foregoing,  we are of the  opinion  that the  Shares  are duly
authorized and reserved for issuance pursuant to the terms of the Plan, and upon
(i) the effectiveness of the Registration Statement, (ii) payment for the Shares
in accordance with the terms of the Plan, and (iii) the issuance of certificates
therefor  by the  Company,  the Shares  will be validly  issued,  fully paid and
non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration Statement.

Very truly yours,

/s/ Kirkpatrick & Lockhart LLP
------------------------------
KIRKPATRICK & LOCKHART LLP










<PAGE>







                                  Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  June  16,  2000,  relating  to the
financial  statements  which appear in ADE  Corporation's  Annual Report on Form
10-K for the fiscal year ended April 30, 2000.

PricewaterhouseCoopers LLP
Boston, Massachusetts
February 28, 2001
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 14147}]
{"company-data": {"conformed-name": "ADE CORP", "cik": "0000884498", "assigned-sic": "3829", "irs-number": "042441829", "state-of-incorporation": "MA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56366", "film-number": "1558039"}, "business-address": {"street1": "80 WILSON WAY", "city": "WESTWOOD", "state": "MA", "zip": "02090", "phone": "6174673500"}, "mail-address": {"street1": "77 ROWE ST", "city": "NEWTON", "state": "MA", "zip": "02166"}}
As filed with the Securities and Exchange Commission on February 28, 2001
                     Registration Statement No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

       Massachusetts                                     04-2441829
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                  80 Wilson Way
                          Westwood, Massachusetts 02090
                                  781-467-3500
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

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

                                 ADE CORPORATION
                         2000 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 Robert C. Abbe
                      President and Chief Executive Officer
                                 ADE Corporation
                                  80 Wilson Way
                          Westwood, Massachusetts 02090
                                  781-467-3500
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

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

                                    Copy to:

                            Eileen Smith Ewing, Esq.
                           Kirkpatrick & Lockhart LLP
                                 75 State Street
                                Boston, MA 02109
                                  617-951-9000

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

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
                                                Proposed           Proposed
Title of Each Class                             Maximum            Maximum
Of Securities to Be          Amount to Be       Offering Price     Aggregate             Amount of
Registered                   Registered (1)     Per Share (2)      Offering Price (2)    Registration Fee

---------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share     900,000 shares     $12.6328           $11,369,520           $2,842.38

---------------------------------------------------------------------------------------------------------
(1)  Together with an indeterminate number of additional shares which may result
     from a stock split,  stock  dividend,  or other  similar  adjustment of the
     outstanding shares of Common Stock.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1933 on the basis of
     the average of the high and low prices of the Registrant's  Common Stock on
     the Nasdaq  National  Market System as of a date (February 27, 2001) within
     five business days prior to filing this Registration Statement.
ADE Corporation is registering 900,000 shares of Common Stock, par value
$.01 per share,  all of which are reserved for issuance  under the 2000 Employee
Stock Option Plan (the "2000 Plan").

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

        Pursuant to General  Instruction E of Form S-8, we are  incorporating by
reference  the  information  contained in Items 4, 6, 7, and 9 of Part II of the
Registration Statement on Form S-8 (File No. 333-46505).

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC allows us to "incorporate" into this prospectus information that
we file  with  the SEC in  other  documents.  This  means  that we can  disclose
important  information to you by referring to other  documents that contain that
information.  The information incorporated by reference is considered to be part
of this  prospectus.  Information  contained in this  prospectus and information
that  we  file  with  the  SEC  in  the  future  and  incorporate  by  reference
automatically update and supersede previously filed information.  We incorporate
by reference the documents  listed below and any future filings we make with the
SEC under Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of
1934,  prior to our filing a  post-effective  amendment  indicating that all the
shares  of our  Common  Stock  covered  by this  prospectus  have  been  sold or
deregistering all securities then remaining unsold.

o    ADE's Annual Report on Form 10-K for the fiscal year ended April 30, 2000;

o    ADE's  Quarterly  Reports on Form 10-Q for the quarters ended July 31, 2000
     and October 31, 2000; and

o    The  description  of ADE's  Common  Stock  included  in ADE's  Registration
     Statement on Form 8-A filed with the SEC on August 30, 1995.

        You may request, orally or in writing, a copy of these documents,  which
will be provided to you at no cost, by contacting:

              Corporate Communications
              ADE Corporation
              80 Wilson Way
              Westwood, MA 02090
              Telephone: (781) 467-3500

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        None.

ITEM 8. EXHIBITS.

        See list of exhibits in the Exhibit Index.

                                      -2-
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 Town of Westwood,  Commonwealth of  Massachusetts,  on
February 28, 2001.

                                ADE CORPORATION

                                By: /s/ Robert C. Abbe
                                    --------------------------------
                                Robert C. Abbe
                                President, Chief Executive Officer, and Director
                                (Principal Executive Officer)

                        SIGNATURES AND POWER OF ATTORNEY

         We, the undersigned  officers and directors of ADE Corporation,  hereby
severally  constitute and appoint Robert C. Abbe,  Brian James, and Eileen Smith
Ewing, and each of them singly, our true and lawful attorneys with full power to
any of them, and to each of them singly,  to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-8 filed herewith
and any and all pre-effective and post-effective amendments to said Registration
Statement  and  generally  to do all such  things in our name and  behalf in our
capacities  as officers and directors to enable ADE  Corporation  to comply with
the provisions of the Securities Act of 1933, as amended,  and all  requirements
of the Securities and Exchange  Commission,  hereby ratifying and confirming our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
/s/ Robert C. Abbe                 President, Chief Executive           February 28, 2001
-----------------------------      Officer, and Director
Robert C. Abbe                     (Principal Executive Officer)

/s/ Brian James                    Vice President and Chief             February 28, 2001
-----------------------------      Financial Officer
Brian James                        (Principal Financial Officer)

/s/ Joseph E. Rovatti              Controller                           February 28, 2001
-----------------------------      (Principal Accounting Officer)
Joseph E. Rovatti

/s/ Landon T. Clay                 Chairman of the Board                February 28, 2001
-----------------------------
Landon T. Clay

/s/ Chris L. Koliopoulos           Vice President of ADE,               February 28, 2001
-----------------------------      President of ADE Phase Shift,
Chris L. Koliopoulos               and Director

/s/ Francis B. Lothrop, Jr.        Director                             February 28, 2001
-----------------------------
Francis B. Lothrop, Jr.

/s/ H. Kimball Faulkner            Director                             February 28, 2001
-----------------------------
H. Kimball Faulkner

                                      -3-
/s/ Kendall Wright                 Director                             February 28, 2001
-----------------------------
Kendall Wright

/s/ Harris Clay                    Director                             February 28, 2001
-----------------------------
Harris Clay
-4-
EXHIBIT INDEX

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

5              Opinion  of   Kirkpatrick   &  Lockhart   LLP  (filed  with  this
               Registration Statement).

10.1           2000  Employee  Stock Option Plan (filed with the  Commission  on
               August 21, 2000,  as Exhibit A to the Company's  Proxy  Statement
               with respect to its Annual Meeting of Shareholders for the fiscal
               year ended April 30, 2000, and  incorporated by reference in this
               Registration Statement).

23.1           Consent   of   PricewaterhouseCoopers   LLP   (filed   with  this
               Registration Statement).

23.2           Consent of  Kirkpatrick  & Lockhart LLP (included in Exhibit 5 to
               this Registration Statement).

24             Power  of  Attorney   (included   in   signature   page  to  this
               Registration Statement).

                                      -5-
Exhibit 5

                      OPINION OF KIRKPATRICK & LOCKHART LLP

February 28, 2001

ADE Corporation
80 Wilson Way
Westwood, MA 02090

Ladies and Gentlemen:

We have acted as counsel to ADE  Corporation,  a Massachusetts  corporation (the
"Company"),  in connection  with the  preparation and filing with the Securities
and Exchange  Commission (the "Commission") of a Registration  Statement on Form
S-8 (the "Registration Statement") registering for issuance by the Company, upon
exercise of options  awarded and to be awarded under the Company's 2000 Employee
Stock  Option Plan (the  "Plan"),  900,000  shares (the  "Shares") of the Common
Stock,  $.01 par value per share ("Common  Stock") of the Company.  These Shares
are in addition to 500,000  shares of Common Stock  issuable under the Company's
1997  Employee  Stock  Option  Plan  registered  on Form S-8,  Registration  No.
333-46505, filed with the Commission on February 18, 1998.

We  have  examined  the  Registration   Statement,   the  Restated  Articles  of
Organization  of the Company and such other documents and records of the Company
as we have deemed necessary for the purpose of this opinion.

In our examination of the foregoing  documents,  we have assumed the genuineness
of all  signatures  and the  authenticity  of all  documents  submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic  copies,  and the  authenticity  of the originals of
such latter documents.

We are members of the bar of the Commonwealth of  Massachusetts,  and we express
no opinion as to any matters insofar as any laws other than Federal laws and the
laws of the Commonwealth of Massachusetts may be applicable.
We assume for purposes of this opinion that the grants of options under the Plan
have been or will be made in  accordance  with the terms and  conditions  of the
Plan.

Based  upon  the  foregoing,  we are of the  opinion  that the  Shares  are duly
authorized and reserved for issuance pursuant to the terms of the Plan, and upon
(i) the effectiveness of the Registration Statement, (ii) payment for the Shares
in accordance with the terms of the Plan, and (iii) the issuance of certificates
therefor  by the  Company,  the Shares  will be validly  issued,  fully paid and
non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration Statement.

Very truly yours,

/s/ Kirkpatrick & Lockhart LLP
------------------------------
KIRKPATRICK & LOCKHART LLP
Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  June  16,  2000,  relating  to the
financial  statements  which appear in ADE  Corporation's  Annual Report on Form
10-K for the fiscal year ended April 30, 2000.

PricewaterhouseCoopers LLP
Boston, Massachusetts
February 28, 2001