<PAGE>  1

     As filed with the Securities and Exchange Commission on July 31, 1996.

                                                       Registration No. 33-


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

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

                          HELIX TECHNOLOGY CORPORATION
             (Exact name of Registrant as specified in its charter)

              Delaware                                04-2423640
     (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)            Identification Number)

               Mansfield Corporate Center, Nine Hampshire Street,
                         Mansfield, Massachusetts 02048
                                 (508) 337-5111
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                             ----------------------

                           1996 Equity Incentive Plan
                              (Full title of plan)
                             ----------------------

                               ROBERT J. LEPOFSKY
                      President and Chief Executive Officer
                          Helix Technology Corporation
                Mansfield Corporate Center, Nine Hampshire Street
                         Mansfield, Massachusetts 02048
                                 (508) 337-5111
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                           Copy of communications to:

                          WILLIAM WILLIAMS II, ESQUIRE
                                 Palmer & Dodge
                                One Beacon Street
                           Boston, Massachusetts 02108
                                 (617) 573-0100
                             ----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                          Proposed             Proposed
Title of each class of securities   Amount to be      maximum offering    maximum aggregate      Amount of
         to be registered            registered      price per share(1)   offering price(1)   registration fee
- ---------------------------------   ------------     ------------------   -----------------   ----------------

<S>                                 <C>              <C>                  <C>                 <C>
Common Stock, $1.00 par value       400,000 shares   $26.9375             $10,775,000         $3,715.43

<FN>
<F1> Estimated  pursuant  to Rule  457(c)  and (h)  solely  for the  purpose  of
     calculating the  registration  fee and based upon the average of the lowest
     and the highest quoted selling prices of the Common Stock,  par value $1.00
     per share, on the Nasdaq National Market on July 26, 1996. The actual price
     of shares issued under the 1996 Equity  Incentive Plan is determined on the
     date  options are granted  with respect to such shares and the actual price
     of shares issued.
</FN>
</TABLE>

                         Page 1 of 13 Sequential Pages
                        Exhibit Index appears on Page 8


<PAGE>  2

                             INTRODUCTORY STATEMENT

     Helix Technology  Corporation (referred to as "Helix," the "Company" or the
"Registrant")  hereby files this Registration  Statement on Form S-8 relating to
400,000 shares of its Common Stock,  $1.00 par value,  issuable upon exercise of
options granted and to be granted under the Helix  Technology  Corporation  1996
Equity Incentive Plan (the "Plan").


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information*

Item 2.  Registrant Information and Plan Annual Information*

     *   Information  required by Part I to be contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance  with the
Note to Part I of Form S-8.


<PAGE>  3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The  following  documents  previously  filed  by the  Registrant  with  the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995; and the Registrant's  Quarterly Report on Form 10-Q
          for the fiscal quarters ended March 29, 1996 and June 28, 1996.

     (b)  The  Registrant  hereby  represents  that since  filing the  Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 28, 1996, it has
          not filed,  nor has it been required to file, any reports  pursuant to
          Section  13(g) or 15(d) of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act").

     (c)  The  Common  Stock is  registered  pursuant  to  Section  12(g) of the
          Exchange Act. The description of the Common Stock contained in Exhibit
          3 to the Company's Form 10-Q filed with the Commission with respect to
          the quarter ended  September  30, 1988,  pursuant to Section 12 of the
          Exchange  Act,  including  any  amendments  or  reports  filed for the
          purpose of updating such description,  is incorporated by reference in
          this Registration Statement and made a part hereof.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration  Statement  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 part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein (or in any other  subsequently  filed document which
also is incorporated by reference herein) 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.


<PAGE>  4


Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  Delaware  establishes  a
foundation  for  indemnification  in the  corporate  setting by  providing  that
corporations shall have the power to indemnify officers and directors in certain
circumstances.  The Company's charter contains a provision  protecting directors
from personal  liability for monetary  damages for breach of fiduciary duty as a
director in certain  circumstances  even if the conduct  might be  negligent  or
grossly  negligent.  A director is still  liable for (i) a breach of his duty of
loyalty, (ii) a situation where the director's acts or omissions are not in good
faith or there is  intentional  misconduct  or a knowing  violation  of the law,
(iii) a situation  where unlawful  dividends or stock  repurchases  are made, or
(iv) a situation where the director derives an improper  personal  benefit.  The
Bylaws of the  Company  provide  for  indemnification  of  existing  and  former
officers  and  directors  who have  acted  in good  faith  and in a manner  they
reasonably believed to be in or not opposed to the best interest of the Company.
The Company has  expanded  such  indemnification  by  executing  indemnification
agreements with all directors.  The Company also maintains  officer and director
liability  insurance  covering  liabilities  of such  persons  incurred in their
capacities as such.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     A list of the exhibits filed with or included as part of this  Registration
Statement  is set forth in the Index to Exhibits  on page 8 and is  incorporated
herein by reference.

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; and

<PAGE>  5

                    (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 Statements;

          provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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
          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  of any of the  securities  being  registered  which  remain
          unsold at the termination of the offering.

     (b)  The undersigned  registrant hereby undertakes that, for the purpose 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.

     (c)  The undersigned  Registrant hereby undertakes to be delivered with the
          prospectus,  to each person to whom the  prospectus  is given or sent,
          the latest annual report to security  holders that is  incorporated by
          reference in the prospectus and furnished  pursuant to and meeting the
          requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange
          Act of 1934; and where interim  financial  information  required to be
          presented  by  Article  3 of  Rule  S-X  are  not  set  forth  in  the
          prospectus,  to deliver,  or cause to be  delivered  to each person to
          whom the prospectus is sent or given, the latest quarterly report that
          is specifically incorporated by reference in the prospectus to provide
          such interim financial information.

<PAGE>  6

     (d)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public policy as expressed in the  Securities  Act of 1933
          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 Town of Mansfield, Commonwealth of Massachusetts, on this 31st
day of July, 1996.

                                      HELIX TECHNOLOGY CORPORATION
                                      (Registrant)



                                      By: /s/  Robert J. Lepofsky
                                          -------------------------------------
                                          Robert J. Lepofsky
                                          President and Chief Executive Officer


<PAGE>  7


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


<TABLE>
<CAPTION>

Signature                       Title                                Date
- ---------                       -----                                ----

<S>                             <S>                                  <C>
/s/ Robert J. Lepofsky          Chief Executive Officer and          July 31, 1996
- ----------------------------    President (Principal Executive
Robert J. Lepofsky              Officer)


/s/ Stephen D. Allison          Vice President and Chief Financial   July 31, 1996
- ----------------------------    Officer (Principal Financial
Stephen D. Allison              Officer)


/s/ R. Schorr Berman            Director                             July 31, 1996
- ----------------------------
R. Schorr Berman


/s/ Frank Gabron                Director and Chairman of the Board   July 31, 1996
- ----------------------------
Frank Gabron


/s/ Milton C. Lauenstein        Director                             July 31, 1996
- ----------------------------
Milton C. Lauenstein


/s/ Robert J. Lepofsky          Director                             July 31, 1996
- ----------------------------
Robert J. Lepofsky


/s/ Marvin G. Schorr            Director                             July 31, 1996
- ----------------------------
Marvin G. Schorr


/s/ Wickham Skinner             Director                             July 31, 1996
- ----------------------------
Wickham Skinner


/s/ Mark S. Wrighton            Director                             July 31, 1996
- ----------------------------
Mark S. Wrighton
</TABLE>


<PAGE>  8

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1993


                          HELIX TECHNOLOGY CORPORATION
             (Exact Name of Registrant as specified in its charter)


<TABLE>
<CAPTION>

Exhibit                                                   Page Number or Incorporated by
Number      Description                                            Reference to
- -------     -----------                                   ------------------------------

  <C>       <S>                                           <S>
   4        The Company's Restated Articles of            Exhibit 3 to the Company's Form
            Incorporation, as Amended on May 7,           10-Q for the Quarter Ended
            1987, and May 18, 1988; Description           September 30, 1988, incorporated
            of Capital Stock                              herein by reference

   5        Opinion of Palmer & Dodge, counsel to         Filed herewith on Page 10
            the Company, regarding legality of the
            securities being registered

  23.1      Consent of Coopers & Lybrand,                 Filed herewith on Page 13
            independent accountants

  23.2      Consent of Palmer & Dodge, counsel to         Filed herewith as part of Exhibit 5
            the Company                                   hereto
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "BODY OF FORM S-8", "secsgml_size_bytes": 18279}]
{"company-data": {"conformed-name": "HELIX TECHNOLOGY CORP", "cik": "0000046709", "assigned-sic": "3560", "irs-number": "042423640", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09247", "film-number": "96601599"}, "business-address": {"street1": "NINE HAMPSHIRE STREET", "street2": "NINE HAMPSHIRE ST", "city": "MANSFIELD", "state": "MA", "zip": "02048", "phone": "5083375111"}, "mail-address": {"street1": "NINE HAMPSHIRE STREET", "city": "MANSFIELD", "state": "MA", "zip": "02048"}, "former-company": {"former-conformed-name": "CRYOGENIC TECHNOLOGY INC", "date-changed": "19760707"}}
1

     As filed with the Securities and Exchange Commission on July 31, 1996.

                                                       Registration No. 33-

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

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

                          HELIX TECHNOLOGY CORPORATION
             (Exact name of Registrant as specified in its charter)

              Delaware                                04-2423640
     (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)            Identification Number)

               Mansfield Corporate Center, Nine Hampshire Street,
                         Mansfield, Massachusetts 02048
                                 (508) 337-5111
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                             ----------------------

                           1996 Equity Incentive Plan
                              (Full title of plan)
                             ----------------------

                               ROBERT J. LEPOFSKY
                      President and Chief Executive Officer
                          Helix Technology Corporation
                Mansfield Corporate Center, Nine Hampshire Street
                         Mansfield, Massachusetts 02048
                                 (508) 337-5111
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                           Copy of communications to:

                          WILLIAM WILLIAMS II, ESQUIRE
                                 Palmer & Dodge
                                One Beacon Street
                           Boston, Massachusetts 02108
                                 (617) 573-0100
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
Proposed             Proposed
Title of each class of securities   Amount to be      maximum offering    maximum aggregate      Amount of
         to be registered            registered      price per share(1)   offering price(1)   registration fee
- ---------------------------------   ------------     ------------------   -----------------   ----------------
Common Stock, $1.00 par value       400,000 shares   $26.9375             $10,775,000         $3,715.43
Estimated  pursuant  to Rule  457(c)  and (h)  solely  for the  purpose  of
     calculating the  registration  fee and based upon the average of the lowest
     and the highest quoted selling prices of the Common Stock,  par value $1.00
     per share, on the Nasdaq National Market on July 26, 1996. The actual price
     of shares issued under the 1996 Equity  Incentive Plan is determined on the
     date  options are granted  with respect to such shares and the actual price
     of shares issued.
Page 1 of 13 Sequential Pages
                        Exhibit Index appears on Page 8
2

                             INTRODUCTORY STATEMENT

     Helix Technology  Corporation (referred to as "Helix," the "Company" or the
"Registrant")  hereby files this Registration  Statement on Form S-8 relating to
400,000 shares of its Common Stock,  $1.00 par value,  issuable upon exercise of
options granted and to be granted under the Helix  Technology  Corporation  1996
Equity Incentive Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Plan Annual Information*

     *   Information  required by Part I to be contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance  with the
Note to Part I of Form S-8.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  previously  filed  by the  Registrant  with  the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995; and the Registrant's  Quarterly Report on Form 10-Q
          for the fiscal quarters ended March 29, 1996 and June 28, 1996.

     (b)  The  Registrant  hereby  represents  that since  filing the  Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 28, 1996, it has
          not filed,  nor has it been required to file, any reports  pursuant to
          Section  13(g) or 15(d) of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act").

     (c)  The  Common  Stock is  registered  pursuant  to  Section  12(g) of the
          Exchange Act. The description of the Common Stock contained in Exhibit
          3 to the Company's Form 10-Q filed with the Commission with respect to
          the quarter ended  September  30, 1988,  pursuant to Section 12 of the
          Exchange  Act,  including  any  amendments  or  reports  filed for the
          purpose of updating such description,  is incorporated by reference in
          this Registration Statement and made a part hereof.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration  Statement  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 part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein (or in any other  subsequently  filed document which
also is incorporated by reference herein) 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.
4

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  Delaware  establishes  a
foundation  for  indemnification  in the  corporate  setting by  providing  that
corporations shall have the power to indemnify officers and directors in certain
circumstances.  The Company's charter contains a provision  protecting directors
from personal  liability for monetary  damages for breach of fiduciary duty as a
director in certain  circumstances  even if the conduct  might be  negligent  or
grossly  negligent.  A director is still  liable for (i) a breach of his duty of
loyalty, (ii) a situation where the director's acts or omissions are not in good
faith or there is  intentional  misconduct  or a knowing  violation  of the law,
(iii) a situation  where unlawful  dividends or stock  repurchases  are made, or
(iv) a situation where the director derives an improper  personal  benefit.  The
Bylaws of the  Company  provide  for  indemnification  of  existing  and  former
officers  and  directors  who have  acted  in good  faith  and in a manner  they
reasonably believed to be in or not opposed to the best interest of the Company.
The Company has  expanded  such  indemnification  by  executing  indemnification
agreements with all directors.  The Company also maintains  officer and director
liability  insurance  covering  liabilities  of such  persons  incurred in their
capacities as such.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     A list of the exhibits filed with or included as part of this  Registration
Statement  is set forth in the Index to Exhibits  on page 8 and is  incorporated
herein by reference.

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; and
5

                    (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 Statements;

          provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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
          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  of any of the  securities  being  registered  which  remain
          unsold at the termination of the offering.

     (b)  The undersigned  registrant hereby undertakes that, for the purpose 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.

     (c)  The undersigned  Registrant hereby undertakes to be delivered with the
          prospectus,  to each person to whom the  prospectus  is given or sent,
          the latest annual report to security  holders that is  incorporated by
          reference in the prospectus and furnished  pursuant to and meeting the
          requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange
          Act of 1934; and where interim  financial  information  required to be
          presented  by  Article  3 of  Rule  S-X  are  not  set  forth  in  the
          prospectus,  to deliver,  or cause to be  delivered  to each person to
          whom the prospectus is sent or given, the latest quarterly report that
          is specifically incorporated by reference in the prospectus to provide
          such interim financial information.
6

     (d)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public policy as expressed in the  Securities  Act of 1933
          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 Town of Mansfield, Commonwealth of Massachusetts, on this 31st
day of July, 1996.

                                      HELIX TECHNOLOGY CORPORATION
                                      (Registrant)

                                      By: /s/  Robert J. Lepofsky
                                          -------------------------------------
                                          Robert J. Lepofsky
                                          President and Chief Executive Officer
7

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                       Title                                Date
- ---------                       -----                                ----
/s/ Robert J. Lepofsky          Chief Executive Officer and          July 31, 1996
- ----------------------------    President (Principal Executive
Robert J. Lepofsky              Officer)

/s/ Stephen D. Allison          Vice President and Chief Financial   July 31, 1996
- ----------------------------    Officer (Principal Financial
Stephen D. Allison              Officer)

/s/ R. Schorr Berman            Director                             July 31, 1996
- ----------------------------
R. Schorr Berman

/s/ Frank Gabron                Director and Chairman of the Board   July 31, 1996
- ----------------------------
Frank Gabron

/s/ Milton C. Lauenstein        Director                             July 31, 1996
- ----------------------------
Milton C. Lauenstein

/s/ Robert J. Lepofsky          Director                             July 31, 1996
- ----------------------------
Robert J. Lepofsky

/s/ Marvin G. Schorr            Director                             July 31, 1996
- ----------------------------
Marvin G. Schorr

/s/ Wickham Skinner             Director                             July 31, 1996
- ----------------------------
Wickham Skinner

/s/ Mark S. Wrighton            Director                             July 31, 1996
- ----------------------------
Mark S. Wrighton
8

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1993

                          HELIX TECHNOLOGY CORPORATION
             (Exact Name of Registrant as specified in its charter)
Exhibit                                                   Page Number or Incorporated by
Number      Description                                            Reference to
- -------     -----------                                   ------------------------------
4        The Company's Restated Articles of            Exhibit 3 to the Company's Form
            Incorporation, as Amended on May 7,           10-Q for the Quarter Ended
            1987, and May 18, 1988; Description           September 30, 1988, incorporated
            of Capital Stock                              herein by reference

   5        Opinion of Palmer & Dodge, counsel to         Filed herewith on Page 10
            the Company, regarding legality of the
            securities being registered

  23.1      Consent of Coopers & Lybrand,                 Filed herewith on Page 13
            independent accountants

  23.2      Consent of Palmer & Dodge, counsel to         Filed herewith as part of Exhibit 5
            the Company                                   hereto