As filed with the Securities and Exchange Commission on July 10 , 2002
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          MedSource Technologies, Inc.
             (Exact name of registrant as specified in its charter)

                    Delaware                                      52-2094496
(State or other jurisdiction of incorporation or              (I.R.S. Employer
                  organization)                              Identification No.)
          110 Cheshire Lane, Suite 100
             Minneapolis, Minnesota                                55305
    (Address of Principal Executive Offices)                     (Zip Code)

                                 1999 Stock Plan
                           1998 ACT Medical Stock Plan
                        2001 Employee Stock Purchase Plan
                            (Full title of the plans)

                               Richard J. Effress
         Chairman of the Board of Directors and Chief Executive Officer
                          MedSource Technologies, Inc.
                          110 Cheshire Lane, Suite 100
                              Minneapolis, MN 55305
                     (Name and address of agent for service)
                                 (952) 807-1234
          (Telephone number, including area code, of agent for service)

                                   Copies to:

<TABLE>
<CAPTION>

<S>                                                         <C>
              Joseph J. Caffarelli                                    Edward R. Mandell
Senior Vice President and Chief Financial Officer           Jenkens & Gilchrist Parker Chapin LLP
          MedSource Technologies, Inc.                               405 Lexington Avenue
          110 Cheshire Lane, Suite 100                                New York, NY 10174
              Minneapolis, MN 55305                             Telephone No.: (212) 704-6000
          Telephone No.: (952) 807-1234                         Telecopier No.: (212) 704-6288
         Telecopier No.: (952) 807-1235

</TABLE>

          Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

======================================================================================================================
                                                   Proposed Maximum
   Title of Each Class of         Amount to         Offering Price       Proposed Maximum               Amount of
Securities to be Registered    be Registered(1)       per Share       Aggregate Offering Price      Registration Fee
----------------------------------------------------------------------------------------------------------------------
                                                   1999 Stock Plan
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                      <C>               <C>                       <C>
Common stock, par value $.01
   per share................     3,019,717                16.42(2)          $49,583,753               $4,562
----------------------------------------------------------------------------------------------------------------------
Common stock................     1,389,575                11.76(3)           16,341,402                1,504
----------------------------------------------------------------------------------------------------------------------
                                             1998 ACT Medical Stock Plan
----------------------------------------------------------------------------------------------------------------------
Common stock................       210,669                 7.55(2)            1,590,550                  147
----------------------------------------------------------------------------------------------------------------------
                                          2001 Employee Stock Purchase Plan
----------------------------------------------------------------------------------------------------------------------
Common stock................       500,000                11.76(3)            5,880,000                  541
======================================================================================================================
   Total....................     5,119,961                                  $73,395,905               $6,754
======================================================================================================================

</TABLE>

(1)  This registration statement shall also cover any additional shares of
     common stock that become issuable under the 1999 Stock Plan, the 1998 ACT
     Medical Stock Plan and the 2001 Employee Stock Purchase Plan by reason of
     any stock dividend, stock split, recapitalization or other similar
     transaction effected without the Registrant's receipt of consideration
     which results in an increase in the number of the outstanding shares of
     registrant's common stock.
(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rule 457(h)(1), on the basis of the weighted average
     price per share at which awards have been made under the registrant's 1999
     Stock Plan and the 1998 ACT Medical Stock Plan described herein.
(3)  Calculated pursuant to Rule 457(c) and (h) based on the last sale of the
     registrant's common stock on the Nasdaq National Market on July 8, 2002.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents heretofore filed by MedSource Technologies,
Inc. with the Securities and Exchange Commission are incorporated herein by
reference:

          (i)     the registrant's Quarterly Report on Form 10-Q (File No.
                  000-49702) for the quarter ended March 30, 2002 filed with the
                  SEC on May 15, 2002;

          (ii)    the registrant's Registration Statement on Form S-1
                  (Registration No. 333-76842) filed with the SEC on January 16,
                  2002, together with the amendments thereto filed with the SEC
                  on February 20, 2002, March 8, 2002, March 20, 2002 and March
                  26, 2002;

          (ii)    the registrant's Registration Statement on Form S-1
                  (Registration No. 333-84978) filed with the SEC on March 27,
                  2002 pursuant to Rule 462(b) under the Securities Act of 1933;

          (iii)   the registrant's prospectus filed with the SEC on March 28,
                  2002 pursuant to Rule 424(b) under the Securities Act of 1933
                  in connection with the Registration Statement on Form S-1
                  (Registration No. 333-76842) in which there is set forth the
                  audited financial statements for the registrant's fiscal year
                  ended June 30, 2001; and

          (iv)    the registrant's registration statement on Form 8-A filed with
                  the SEC on March 22, 2002 (File No. 000-49702), including any
                  amendment or report filed for the purpose of updating such
                  description, in which there is described the terms, rights and
                  provisions applicable to the registrant's outstanding common
                  stock.

          All documents subsequently filed by the Company pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, 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 the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference 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 or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Not applicable.

Item 6.   Indemnification of Directors and Officers

          Section 145 of the General Corporation Law of Delaware provides that
directors, officers, employees or agents of Delaware corporations are entitled,
under certain circumstances, to be indemnified against expenses (including
attorneys' fees) and other liabilities actually and reasonably incurred by them
in connection with any suit brought against them in their capacity as a
director, officer, employee or agent, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful. Section 145 also
provides that directors, officers,


                                      II-1
<PAGE>

employees and agents may also be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by them in connection with a
derivative suit bought against them in their capacity as a director, officer,
employee or agent, as the case may be, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made without court
approval if such person was adjudged liable to the corporation.

          Article V of the registrant's certificate of incorporation (Exhibit
4.1) provides that the registrant shall indemnify directors and officers to the
fullest extent permitted by the General Corporation Law of Delaware.

          Article V of the registrant's amended and restated bylaws (Exhibit
4.2) provides that any director or officer who was or is made a party or is
threatened to be made a party to or is involved in any pending, threatened, or
completed civil, criminal, or administrative action, suit, or proceeding and any
appeal therein and any inquiry or investigation in connection therewith or which
could lead thereto shall be indemnified to the fullest extent permitted by the
laws of the state of Delaware, as the same exist or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the registrant to provide broader indemnification rights than said laws
permitted prior to such amendment).

          The registrant maintains directors and officers liability insurance
policies with Genesis Insurance Company and certain excess carriers. The
policies insure the directors and officers of the registrant against loss
arising from certain claims made against such directors or officers by reason of
certain wrongful acts. The policies provide a combined limit of liability of
$20.0 million per policy year for both directors' and officers' liability
coverage at an annual premium of $585,000.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

  Exhibit
  Number   Description
  ------   -----------

     4.1   Restated certificate of incorporation of the registrant (filed as
           Exhibit 3.1 to the registrant's registration statement on Form S-1
           (Registration No. 333-76842) and incorporated herein by reference)
     4.2   Amended and restated by-laws of the registrant (filed as Exhibit 3.2
           to the registrant (filed as Exhibit 3.1 to the registrant's
           registration statement on Form S-1 (Registration No. 333-76842) and
           incorporated herein by reference)
     5.1   Opinion and consent of Jenkens & Gilchrist Parker Chapin LLP, counsel
           to the registrant, as to the legality of the securities being offered
    23.1   Consent of Ernst & Young LLP
    23.2   Consent of Bertram, Vallez, Kaplan & Talbot, Ltd.
    23.3   Consent of James F. Yochum, CPA
    23.4   Consent of PricewaterhouseCoopers LLP
    23.5   Consent of Grant Thornton LLP
    23.6   Consent of Jenkens & Gilchrist Parker Chapin LLP (included in Exhibit
           5.1)
    24.1   Power of Attorney (see Page II-5 of this Registration Statement)
    99.1   1999 Stock Plan of the Registrant (filed as Exhibit 10.11 to the
           registrant's registration statement on Form S-1 (Registration No.
           333-76842) and incorporated herein by reference)


                                      II-2
<PAGE>

    99.2   1998 Act Medical Stock Plan (filed as Exhibit 10.14 to the
           registrant's registration statement on Form S-1 (Registration No.
           333-76842) and incorporated herein by reference)
    99.3   2001 Employee Stock Purchase Plan of the Registrant (filed as Exhibit
           10.15 to the registrant's registration statement on Form S-1
           (Registration No. 333-76842) and 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.
                           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 and 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 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                    (iii)  To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    do not apply if the registration statement is on Form S-3,
                    Form S-8 or Form F-3, 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
                    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 the
               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 1934 Act (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the 1934 Act) that is
               incorporated by reference in the registration statement shall be
               deemed to be a


                                      II-3
<PAGE>

               new registration statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof.

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


                                      II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, Minnesota on this 10th day of July,
2002.

                                        MEDSOURCE TECHNOLOGIES, INC.

                                        By:/s/ Richard J. Effress
                                           -------------------------------------
                                               Richard J. Effress
                                               Chairman

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints each of
Richard J. Effress and Joseph J. Caffarelli, and each of them with power of
substitution, as his attorney-in-fact, in all capacities, to sign any amendments
to this registration statement (including post-effective amendments) and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-facts or their substitutes may do or cause to be done by
virtue hereof.

     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 J. Effress
---------------------------
Richard J. Effress                 Chairman of the Board of Directors and            July 10, 2002
                                   Chief Executive Officer (principal
                                   executive officer)

/s/ Joseph J. Caffarelli           Senior Vice President and Chief Financial
---------------------------        Officer (principal financial officer and
Joseph J. Caffarelli               principal accounting officer)                     July 10, 2002


/s/ Joseph Ciffolillo
---------------------------
Joseph Ciffolillo                  Director                                          July 10, 2002


/s/ John Galiardo
---------------------------
John Galiardo                      Director                                          July 10, 2002


/s/ Wayne Kelly
---------------------------
Wayne Kelly                        Director                                          July 10, 2002


/s/ William J. Kidd
---------------------------
William J. Kidd                    Director                                          July 10, 2002


/s/ T. Michael Long
---------------------------
T. Michael Long                    Director                                          July 10, 2002


/s/ Ross Manire
---------------------------
Ross Manire                        Director                                          July 10, 2002


/s/ Carl Sloane
---------------------------
Carl Sloane                        Director                                          July 10, 2002

</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

  Exhibit
  Number   Description
  ------   -----------

     4.1   Restated certificate of incorporation of the registrant (filed as
           Exhibit 3.1 to the registrant's registration statement on Form S-1
           (Registration No. 333-76842) and incorporated herein by reference)
     4.2   Amended and restated by-laws of the registrant (filed as Exhibit 3.2
           to the registrant (filed as Exhibit 3.1 to the registrant's
           registration statement on Form S-1 (Registration No. 333-76842) and
           incorporated herein by reference)
     5.1   Opinion and consent of Jenkens & Gilchrist Parker Chapin LLP, counsel
           to the registrant, as to the legality of the securities being offered
    23.1   Consent of Ernst & Young LLP
    23.2   Consent of Bertram, Vallez, Kaplan & Talbot, Ltd.
    23.3   Consent of James F. Yochum, CPA
    23.4   Consent of PricewaterhouseCoopers LLP
    23.5   Consent of Grant Thornton LLP
    23.6   Consent of Jenkens & Gilchrist Parker Chapin LLP (included in Exhibit
           5.1)
    24.1   Power of Attorney (see Page II-5 of this Registration Statement)
    99.1   1999 Stock Plan of the Registrant (filed as Exhibit 10.11 to the
           registrant's registration statement on Form S-1 (Registration No.
           333-76842) and incorporated herein by reference)
    99.2   1998 Act Medical Stock Plan (filed as Exhibit 10.14 to the
           registrant's registration statement on Form S-1 (Registration No.
           333-76842) and incorporated herein by reference)
    99.3   2001 Employee Stock Purchase Plan of the Registrant (filed as Exhibit
           10.15 to the registrant's registration statement on Form S-1
           (Registration No. 333-76842) and incorporated herein by reference)
[{"type": "S-8", "sequence": "1", "filename": "forms8071002.txt", "description": "FORM S-8 - REGISTRATION STMT. - 7/10/02", "secsgml_size_bytes": 24831}]
{"company-data": {"conformed-name": "MEDSOURCE TECHNOLOGIES INC", "cik": "0001084726", "assigned-sic": "5047", "irs-number": "522094496"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92176", "film-number": "02699624"}, "business-address": {"street1": "110 CHESHIRE LANE", "city": "MINNEAPOLIS", "state": "MN", "zip": "55305"}}
As filed with the Securities and Exchange Commission on July 10 , 2002
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          MedSource Technologies, Inc.
             (Exact name of registrant as specified in its charter)

                    Delaware                                      52-2094496
(State or other jurisdiction of incorporation or              (I.R.S. Employer
                  organization)                              Identification No.)
          110 Cheshire Lane, Suite 100
             Minneapolis, Minnesota                                55305
    (Address of Principal Executive Offices)                     (Zip Code)

                                 1999 Stock Plan
                           1998 ACT Medical Stock Plan
                        2001 Employee Stock Purchase Plan
                            (Full title of the plans)

                               Richard J. Effress
         Chairman of the Board of Directors and Chief Executive Officer
                          MedSource Technologies, Inc.
                          110 Cheshire Lane, Suite 100
                              Minneapolis, MN 55305
                     (Name and address of agent for service)
                                 (952) 807-1234
          (Telephone number, including area code, of agent for service)

                                   Copies to:
Joseph J. Caffarelli                                    Edward R. Mandell
Senior Vice President and Chief Financial Officer           Jenkens & Gilchrist Parker Chapin LLP
          MedSource Technologies, Inc.                               405 Lexington Avenue
          110 Cheshire Lane, Suite 100                                New York, NY 10174
              Minneapolis, MN 55305                             Telephone No.: (212) 704-6000
          Telephone No.: (952) 807-1234                         Telecopier No.: (212) 704-6288
         Telecopier No.: (952) 807-1235
Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                   Proposed Maximum
   Title of Each Class of         Amount to         Offering Price       Proposed Maximum               Amount of
Securities to be Registered    be Registered(1)       per Share       Aggregate Offering Price      Registration Fee
----------------------------------------------------------------------------------------------------------------------
                                                   1999 Stock Plan
----------------------------------------------------------------------------------------------------------------------
Common stock, par value $.01
   per share................     3,019,717                16.42(2)          $49,583,753               $4,562
----------------------------------------------------------------------------------------------------------------------
Common stock................     1,389,575                11.76(3)           16,341,402                1,504
----------------------------------------------------------------------------------------------------------------------
                                             1998 ACT Medical Stock Plan
----------------------------------------------------------------------------------------------------------------------
Common stock................       210,669                 7.55(2)            1,590,550                  147
----------------------------------------------------------------------------------------------------------------------
                                          2001 Employee Stock Purchase Plan
----------------------------------------------------------------------------------------------------------------------
Common stock................       500,000                11.76(3)            5,880,000                  541
======================================================================================================================
   Total....................     5,119,961                                  $73,395,905               $6,754
======================================================================================================================
(1)  This registration statement shall also cover any additional shares of
     common stock that become issuable under the 1999 Stock Plan, the 1998 ACT
     Medical Stock Plan and the 2001 Employee Stock Purchase Plan by reason of
     any stock dividend, stock split, recapitalization or other similar
     transaction effected without the Registrant's receipt of consideration
     which results in an increase in the number of the outstanding shares of
     registrant's common stock.
(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of, pursuant to Rule 457(h)(1), on the basis of the weighted average
     price per share at which awards have been made under the registrant's 1999
     Stock Plan and the 1998 ACT Medical Stock Plan described herein.
(3)  Calculated pursuant to Rule 457(c) and (h) based on the last sale of the
     registrant's common stock on the Nasdaq National Market on July 8, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents heretofore filed by MedSource Technologies,
Inc. with the Securities and Exchange Commission are incorporated herein by
reference:

          (i)     the registrant's Quarterly Report on Form 10-Q (File No.
                  000-49702) for the quarter ended March 30, 2002 filed with the
                  SEC on May 15, 2002;

          (ii)    the registrant's Registration Statement on Form S-1
                  (Registration No. 333-76842) filed with the SEC on January 16,
                  2002, together with the amendments thereto filed with the SEC
                  on February 20, 2002, March 8, 2002, March 20, 2002 and March
                  26, 2002;

          (ii)    the registrant's Registration Statement on Form S-1
                  (Registration No. 333-84978) filed with the SEC on March 27,
                  2002 pursuant to Rule 462(b) under the Securities Act of 1933;

          (iii)   the registrant's prospectus filed with the SEC on March 28,
                  2002 pursuant to Rule 424(b) under the Securities Act of 1933
                  in connection with the Registration Statement on Form S-1
                  (Registration No. 333-76842) in which there is set forth the
                  audited financial statements for the registrant's fiscal year
                  ended June 30, 2001; and

          (iv)    the registrant's registration statement on Form 8-A filed with
                  the SEC on March 22, 2002 (File No. 000-49702), including any
                  amendment or report filed for the purpose of updating such
                  description, in which there is described the terms, rights and
                  provisions applicable to the registrant's outstanding common
                  stock.

          All documents subsequently filed by the Company pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, 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 the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference 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 or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Not applicable.

Item 6.   Indemnification of Directors and Officers

          Section 145 of the General Corporation Law of Delaware provides that
directors, officers, employees or agents of Delaware corporations are entitled,
under certain circumstances, to be indemnified against expenses (including
attorneys' fees) and other liabilities actually and reasonably incurred by them
in connection with any suit brought against them in their capacity as a
director, officer, employee or agent, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful. Section 145 also
provides that directors, officers,

                                      II-1
employees and agents may also be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by them in connection with a
derivative suit bought against them in their capacity as a director, officer,
employee or agent, as the case may be, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made without court
approval if such person was adjudged liable to the corporation.

          Article V of the registrant's certificate of incorporation (Exhibit
4.1) provides that the registrant shall indemnify directors and officers to the
fullest extent permitted by the General Corporation Law of Delaware.

          Article V of the registrant's amended and restated bylaws (Exhibit
4.2) provides that any director or officer who was or is made a party or is
threatened to be made a party to or is involved in any pending, threatened, or
completed civil, criminal, or administrative action, suit, or proceeding and any
appeal therein and any inquiry or investigation in connection therewith or which
could lead thereto shall be indemnified to the fullest extent permitted by the
laws of the state of Delaware, as the same exist or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the registrant to provide broader indemnification rights than said laws
permitted prior to such amendment).

          The registrant maintains directors and officers liability insurance
policies with Genesis Insurance Company and certain excess carriers. The
policies insure the directors and officers of the registrant against loss
arising from certain claims made against such directors or officers by reason of
certain wrongful acts. The policies provide a combined limit of liability of
$20.0 million per policy year for both directors' and officers' liability
coverage at an annual premium of $585,000.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

  Exhibit
  Number   Description
  ------   -----------

     4.1   Restated certificate of incorporation of the registrant (filed as
           Exhibit 3.1 to the registrant's registration statement on Form S-1
           (Registration No. 333-76842) and incorporated herein by reference)
     4.2   Amended and restated by-laws of the registrant (filed as Exhibit 3.2
           to the registrant (filed as Exhibit 3.1 to the registrant's
           registration statement on Form S-1 (Registration No. 333-76842) and
           incorporated herein by reference)
     5.1   Opinion and consent of Jenkens & Gilchrist Parker Chapin LLP, counsel
           to the registrant, as to the legality of the securities being offered
    23.1   Consent of Ernst & Young LLP
    23.2   Consent of Bertram, Vallez, Kaplan & Talbot, Ltd.
    23.3   Consent of James F. Yochum, CPA
    23.4   Consent of PricewaterhouseCoopers LLP
    23.5   Consent of Grant Thornton LLP
    23.6   Consent of Jenkens & Gilchrist Parker Chapin LLP (included in Exhibit
           5.1)
    24.1   Power of Attorney (see Page II-5 of this Registration Statement)
    99.1   1999 Stock Plan of the Registrant (filed as Exhibit 10.11 to the
           registrant's registration statement on Form S-1 (Registration No.
           333-76842) and incorporated herein by reference)

                                      II-2
99.2   1998 Act Medical Stock Plan (filed as Exhibit 10.14 to the
           registrant's registration statement on Form S-1 (Registration No.
           333-76842) and incorporated herein by reference)
    99.3   2001 Employee Stock Purchase Plan of the Registrant (filed as Exhibit
           10.15 to the registrant's registration statement on Form S-1
           (Registration No. 333-76842) and 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.
                           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 and 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 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                    (iii)  To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    do not apply if the registration statement is on Form S-3,
                    Form S-8 or Form F-3, 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
                    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 the
               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 1934 Act (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the 1934 Act) that is
               incorporated by reference in the registration statement shall be
               deemed to be a

                                      II-3
new registration statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof.

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

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, Minnesota on this 10th day of July,
2002.

                                        MEDSOURCE TECHNOLOGIES, INC.

                                        By:/s/ Richard J. Effress
                                           -------------------------------------
                                               Richard J. Effress
                                               Chairman

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints each of
Richard J. Effress and Joseph J. Caffarelli, and each of them with power of
substitution, as his attorney-in-fact, in all capacities, to sign any amendments
to this registration statement (including post-effective amendments) and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-facts or their substitutes may do or cause to be done by
virtue hereof.

     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 J. Effress
---------------------------
Richard J. Effress                 Chairman of the Board of Directors and            July 10, 2002
                                   Chief Executive Officer (principal
                                   executive officer)

/s/ Joseph J. Caffarelli           Senior Vice President and Chief Financial
---------------------------        Officer (principal financial officer and
Joseph J. Caffarelli               principal accounting officer)                     July 10, 2002

/s/ Joseph Ciffolillo
---------------------------
Joseph Ciffolillo                  Director                                          July 10, 2002

/s/ John Galiardo
---------------------------
John Galiardo                      Director                                          July 10, 2002

/s/ Wayne Kelly
---------------------------
Wayne Kelly                        Director                                          July 10, 2002

/s/ William J. Kidd
---------------------------
William J. Kidd                    Director                                          July 10, 2002

/s/ T. Michael Long
---------------------------
T. Michael Long                    Director                                          July 10, 2002

/s/ Ross Manire
---------------------------
Ross Manire                        Director                                          July 10, 2002

/s/ Carl Sloane
---------------------------
Carl Sloane                        Director                                          July 10, 2002
II-5
EXHIBIT INDEX

  Exhibit
  Number   Description
  ------   -----------

     4.1   Restated certificate of incorporation of the registrant (filed as
           Exhibit 3.1 to the registrant's registration statement on Form S-1
           (Registration No. 333-76842) and incorporated herein by reference)
     4.2   Amended and restated by-laws of the registrant (filed as Exhibit 3.2
           to the registrant (filed as Exhibit 3.1 to the registrant's
           registration statement on Form S-1 (Registration No. 333-76842) and
           incorporated herein by reference)
     5.1   Opinion and consent of Jenkens & Gilchrist Parker Chapin LLP, counsel
           to the registrant, as to the legality of the securities being offered
    23.1   Consent of Ernst & Young LLP
    23.2   Consent of Bertram, Vallez, Kaplan & Talbot, Ltd.
    23.3   Consent of James F. Yochum, CPA
    23.4   Consent of PricewaterhouseCoopers LLP
    23.5   Consent of Grant Thornton LLP
    23.6   Consent of Jenkens & Gilchrist Parker Chapin LLP (included in Exhibit
           5.1)
    24.1   Power of Attorney (see Page II-5 of this Registration Statement)
    99.1   1999 Stock Plan of the Registrant (filed as Exhibit 10.11 to the
           registrant's registration statement on Form S-1 (Registration No.
           333-76842) and incorporated herein by reference)
    99.2   1998 Act Medical Stock Plan (filed as Exhibit 10.14 to the
           registrant's registration statement on Form S-1 (Registration No.
           333-76842) and incorporated herein by reference)
    99.3   2001 Employee Stock Purchase Plan of the Registrant (filed as Exhibit
           10.15 to the registrant's registration statement on Form S-1
           (Registration No. 333-76842) and incorporated herein by reference)