Registration No. 33-

  As filed with the Securities and Exchange Commission on January 4, 2002

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                  UNDER THE
                           SECURITIES ACT OF 1933

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

          Massachusetts                                04-2464749
-------------------------------                    -------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

            One Parlex Place
         Methuen, Massachusetts                           01844
----------------------------------------                ----------
(Address of Principal Executive Offices)                (Zip Code)

                      2001 EMPLOYEES' STOCK OPTION PLAN
                      ---------------------------------
                          (Full title of the plan)

                               Robert A. Rieth
                             Parlex Corporation
              Senior Vice President and Chief Financial Officer
                              One Parlex Place
                        Methuen, Massachusetts 01844
              -------------------------------------------------
                   (Name and address of agent for service)

                  Telephone number, including area code, of
                      agent for service: (978) 685-4341

                 It is requested that copies of notices and
                         communications be sent to:

                           Edward D. Kutchin, Esq.
                            Kutchin & Rufo, P.C.
                             175 Federal Street
                         Boston, Massachusetts 02110
                         ---------------------------

<TABLE>
<CAPTION>


                                      CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------

                                                  Proposed            Proposed
                                                  maximum             maximum
Title of Securities         Amount to be      offering price         aggregate            Amount of
to be registered            registered(1)      per share(2)     offering price (2)    Registration fee
------------------------------------------------------------------------------------------------------

<s>                         <c>                   <c>              <c>                     <c>
2001 EMPLOYEES'
STOCK OPTION PLAN
------------------------------------------------------------------------------------------------------
Common Stock                600,000 shares        $14.83           $8,898,000.00           $2,126.62
(par value $.10 per share)
------------------------------------------------------------------------------------------------------

<FN>
--------------------
<F1>  This Registration Statement covers 600,000 shares of the Registrant's
      common stock, par value $.10 per share (the "Common Stock"), that may
      be issued upon exercise of options granted under the 2001 Employees'
      Stock Option Plan (the "Plan"). Also registered hereunder is such
      additional number of shares of Common Stock, presently indeterminable,
      as may be necessary to satisfy the antidilution provisions of the Plan
      to which this Registration Statement relates.
<F2>  Estimated, in accordance with Rule 457(h)(1) promulgated under the
      Securities Act of l933 (as amended), solely for the purpose of
      calculating the registration fee. The Proposed Maximum Offering Price
      Per Share represents the average of the high and low sale prices for
      the Common Stock as reported on the Nasdaq National Market on
      January 2, 2002.
</FN>
</TABLE>

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents which have been previously filed by Parlex
Corporation (the "Corporation") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated herein by reference:

      (a)   The Corporation's Annual Report on Form 10-K for the fiscal year
            ended June 30, 2001;

      (b)   The Corporation's Quarterly Report on Form 10-Q for the quarter
            ended September 30, 2001; and

      (c)   The description of the Corporation's Common Stock which is
            contained in the Corporation's Registration Statement filed on
            Form 8-A filed under Section 12 of the Exchange Act on October
            29, 1984, including any amendments or reports filed for the
            purpose of updating such description.

      In addition, all documents subsequently filed by the Corporation
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing such reports and documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superceded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supercedes such earlier statement. Any statement so modified or superceded
shall not be deemed, except as so modified or superceded, to constitute part
of this Registration Statement.

      Upon the written or oral request of any person to whom this
Registration Statement has been delivered, the Corporation will provide,
without charge to such person, a copy of any and all of the information
(excluding exhibits thereto unless such exhibits are specifically
incorporated by reference into such information) that has been incorporated
by reference into this Registration Statement but not delivered herewith.
Requests should be directed to Robert A. Rieth, Senior Vice President and
Chief Financial Officer, at the following address and telephone number:
Parlex Corporation, One Parlex Place, Methuen, Massachusetts 01844, (978)
685-4341.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      The legality of the shares of Common Stock of the Corporation being
registered hereby will be passed upon by Kutchin & Rufo, P.C. (a
professional corporation), 175 Federal Street, Boston, Massachusetts 02110,
counsel for the Corporation. Edward D. Kutchin is a shareholder in the
professional corporation of Kutchin & Rufo, P.C. and beneficially owns
144,974 shares of common stock in the Corporation.

Item 6.  Indemnification of Directors and Officers.

      Section 67 of Chapter 156B of the Massachusetts General Laws of the
Commonwealth of Massachusetts provides as follows:

      "Indemnification of directors, officers, employees and other agents of
a corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, may be
provided by it to whatever extent shall be specified in or authorized by (i)
the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote adopted by the holders of a majority of the shares of stock
entitled to vote on the election of directors. Except as the articles or
organization or by-laws otherwise require, indemnification of any persons
referred to in the preceding sentence who are not directors of the
corporation may be provided by it to the extent authorized by the directors.
Such indemnification may include payment by the corporation of expenses
incurred in defending a civil or criminal action or proceeding in advance of
the final disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under this section which
undertaking may be accepted without reference to the financial ability of
such person to make repayment. Any such indemnification may be provided
although the person to be indemnified is no longer an officer, director,
employee or agent of the corporation or of such other organization or no
longer serves with respect to any such employee benefit plan.

      No indemnification shall be provided for any person with respect to
any matter as to which he shall have been adjudicated in any proceeding not
to have acted in good faith in the reasonable belief that his action was in
the best interest of the corporation or to the extent that such matter
relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit
plan.

      The absence of any express provision for indemnification shall not
limit any right of indemnification existing independently of this section.

      A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or other agent of another
organization or with respect to any employee benefit plan, against any
liability incurred by him in any such capacity, or arising out of his status
as such, whether or not the corporation would have the power to indemnify
him against such liability."

      Article 6D of the Corporation's Restated Articles of Organization,
which provision is explicitly non-exclusive, provides that (i) any past or
present director or officer of the Corporation is indemnified to the fullest
extent permitted by law against any liability, expenses reasonably incurred
and amounts reasonably paid in settlement in connection with any action,
suit or proceeding in which he may be a party or in which he is otherwise
involved as a result of his serving or having served as a director or
officer of the Corporation, and provides that (ii) the Corporation may under
certain conditions advance the indemnitee's expenses. This provision does
not authorize indemnification where it has been adjudicated that the
director or officer did not act in good faith in the reasonable belief that
his action was in the best interests of the Corporation or, to the extent
that such matter relates to service with respect to an employee benefit
plan, in the best interests of the participants or beneficiaries of such
employee benefit plan. Moreover, in the event that an action, suit or
proceeding is comprised or settled so as to impose any liability or
obligation on the director or officer, the provision does not authorize
indemnification if the Corporation has obtained an opinion of counsel that
this director or officer did not act in good faith in the reasonable belief
that his action was in the Corporation's best interests. In addition, the
directors and officers of the Corporation are insured against liability for
errors and omissions in their capacity as such by an insurance policy for
the Corporation with a $5.0 million limit.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

The following is a complete list of exhibits filed as a part of this
Registration Statement on Form S-8:

            Exhibit No.        Document

                4.1            Parlex Corporation 2001 Employees'
                               Stock Option Plan

                5.1            Opinion of Kutchin & Rufo, P.C. as
                               to legality of original issuance of Common
                               Stock being registered.

               23.1            Consent of Deloitte & Touche LLP.

               23.2            Consent of Kutchin & Rufo, P.C.
                               (contained in exhibit 5.1).

               24              Power of Attorney (included on the signature
                               pages to this Registration Statement).

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
      to include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933 (the "Securities Act");

            (2)   To file, during any period in which offers or sales are
      being made, a post-effective amendment to this Registration Statement
      to reflect in the prospectus any facts or events arising after the
      effective date of the Registration Statement (or the most recent post-
      effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high end of the estimated maximum offering
      range may be reflected in the form of prospectus filed with the
      Commission pursuant to Rule 424(b) if, in the aggregate, the changes
      in volume and price represent no more than a 20 percent change in the
      maximum aggregate offering price set forth in the "Calculation of
      Registration Fee" table in the effective Registration Statement;

            (3)   To file, during any period in which offers or sales are
      being made, a post-effective amendment to this Registration Statement
      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;

            (4)   That, for the purpose of determining any liability under
      the Securities Act of 1993, 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;

            (5)   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;

            (6)   That, for purposes of determining any liability under the
      Securities Act, each filing of the registrant's annual report pursuant
      to Section 13(a) or Section 15(d) of the Exchange Act (and, where
      applicable, each filing of an employee benefit plan's annual report
      pursuant to Section 15(d) of the Exchange Act) that is incorporated by
      reference in the Registration Statement shall be deemed to be a new
      Registration Statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof;

            (7)   To deliver or cause to be delivered with the prospectus,
      to each person to whom the prospectus is sent or given, 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 Exchange Act; and, where interim
      financial information required to be presented by Article 3 of
      Regulation S-X is 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; and

            (8)   Insofar as indemnification for liabilities arising under
      the Securities Act may be permitted to directors, officers, and
      controlling persons of the registrant pursuant to the foregoing
      provisions, or otherwise, the registrant has been advised that in the
      opinion of the Commission, such indemnification is against public
      policy as expressed in the Securities Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against
      such liabilities (other than the payment by the registrant of
      expenses incurred or paid by a director, officer or controlling person
      of the registrant in the successful defense of any action, suit or
      proceeding) is asserted by such director, officer or controlling
      person in connection with 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 and
      will be governed by the final adjudication of such issue.


                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933 (the
"Securities Act"), 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 Methuen,
Commonwealth of Massachusetts on the 4th day of January, 2002.

                                       PARLEX CORPORATION


                                       By: /s/ Peter J. Murphy
                                           --------------------------
                                           Peter J. Murphy
                                           President


                              POWER OF ATTORNEY

      Each person whose signature appears below hereby severally constitutes
and appoints Herbert W. Pollack, Peter J. Murphy and Robert A. Rieth, and
each of them singly, with the power to act without the other, as attorneys-
in-fact, each with the power of substitution, for him in any and all
capacities, to enable Parlex Corporation to comply with the Securities Act
and any rules, regulations and requirements of the Commission, in connection
with this Registration Statement, including specifically but without
limitation, the power and authority to sign on behalf of the undersigned any
and all amendments (including post-effective amendments) hereto and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting to said attorneys-in-
fact, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or
any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof. Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

        SIGNATURE                           TITLE(S)                DATE
        ---------                           --------                ----

/S/ Herbert W. Pollack           Chairman of the Board             1/04/02
-----------------------------
Herbert W. Pollack


/S/ Robert A. Rieth              Senior Vice President and         1/04/02
-----------------------------    Chief Financial Officer
Robert A. Rieth                  (Principal Financial Officer)

/S/ Peter J. Murphy              President,                        1/04/02
-----------------------------    Chief Executive Officer
Peter J. Murphy                  and Director

/S/ Lester Pollack               Director                          1/04/02
-----------------------------
Lester Pollack

/S/ Benjamin M. Rabinovici       Director                          1/04/02
-----------------------------
Benjamin M. Rabinovici

/S/ M. Joel Kosheff              Director                          1/04/02
-----------------------------
M. Joel Kosheff

/S/ Sheldon Buckler              Director                          1/04/02
-----------------------------
Sheldon Buckler

/S/ Richard W. Hale              Director                          1/04/02
-----------------------------
Richard W. Hale


                              INDEX TO EXHIBITS

Exhibit
Number                 Exhibit
-------                -------


  4.1            Parlex Corporation 2001 Employees'
                 Stock Option Plan

  5.1            Opinion of Kutchin & Rufo, P.C.
                 as to legality of original
                 issuance shares of Common
                 Stock being registered.

 23.1            Consent of Deloitte & Touche LLP.

 23.2            Consent of Kutchin & Rufo, P.C.
                 (contained in Exhibit 5.1).

 24              Power of Attorney (included on the signature
                 pages to this Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "parl-s8.txt", "description": "BODY OF FORM S-8", "secsgml_size_bytes": 22080}]
{"company-data": {"conformed-name": "PARLEX CORP", "cik": "0000724988", "assigned-sic": "3672", "irs-number": "042464749", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76264", "film-number": "2501692"}, "business-address": {"street1": "ONE PARLEX PLACE", "city": "METHUEN", "state": "MA", "zip": "01844", "phone": "5086854341"}}
Registration No. 33-

  As filed with the Securities and Exchange Commission on January 4, 2002

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                  UNDER THE
                           SECURITIES ACT OF 1933

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

          Massachusetts                                04-2464749
-------------------------------                    -------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

            One Parlex Place
         Methuen, Massachusetts                           01844
----------------------------------------                ----------
(Address of Principal Executive Offices)                (Zip Code)

                      2001 EMPLOYEES' STOCK OPTION PLAN
                      ---------------------------------
                          (Full title of the plan)

                               Robert A. Rieth
                             Parlex Corporation
              Senior Vice President and Chief Financial Officer
                              One Parlex Place
                        Methuen, Massachusetts 01844
              -------------------------------------------------
                   (Name and address of agent for service)

                  Telephone number, including area code, of
                      agent for service: (978) 685-4341

                 It is requested that copies of notices and
                         communications be sent to:

                           Edward D. Kutchin, Esq.
                            Kutchin & Rufo, P.C.
                             175 Federal Street
                         Boston, Massachusetts 02110
                         ---------------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------

                                                  Proposed            Proposed
                                                  maximum             maximum
Title of Securities         Amount to be      offering price         aggregate            Amount of
to be registered            registered(1)      per share(2)     offering price (2)    Registration fee
------------------------------------------------------------------------------------------------------
2001 EMPLOYEES'
STOCK OPTION PLAN
------------------------------------------------------------------------------------------------------
Common Stock                600,000 shares        $14.83           $8,898,000.00           $2,126.62
(par value $.10 per share)
------------------------------------------------------------------------------------------------------
--------------------
This Registration Statement covers 600,000 shares of the Registrant's
      common stock, par value $.10 per share (the "Common Stock"), that may
      be issued upon exercise of options granted under the 2001 Employees'
      Stock Option Plan (the "Plan"). Also registered hereunder is such
      additional number of shares of Common Stock, presently indeterminable,
      as may be necessary to satisfy the antidilution provisions of the Plan
      to which this Registration Statement relates.
Estimated, in accordance with Rule 457(h)(1) promulgated under the
      Securities Act of l933 (as amended), solely for the purpose of
      calculating the registration fee. The Proposed Maximum Offering Price
      Per Share represents the average of the high and low sale prices for
      the Common Stock as reported on the Nasdaq National Market on
      January 2, 2002.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents which have been previously filed by Parlex
Corporation (the "Corporation") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated herein by reference:

      (a)   The Corporation's Annual Report on Form 10-K for the fiscal year
            ended June 30, 2001;

      (b)   The Corporation's Quarterly Report on Form 10-Q for the quarter
            ended September 30, 2001; and

      (c)   The description of the Corporation's Common Stock which is
            contained in the Corporation's Registration Statement filed on
            Form 8-A filed under Section 12 of the Exchange Act on October
            29, 1984, including any amendments or reports filed for the
            purpose of updating such description.

      In addition, all documents subsequently filed by the Corporation
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing such reports and documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superceded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supercedes such earlier statement. Any statement so modified or superceded
shall not be deemed, except as so modified or superceded, to constitute part
of this Registration Statement.

      Upon the written or oral request of any person to whom this
Registration Statement has been delivered, the Corporation will provide,
without charge to such person, a copy of any and all of the information
(excluding exhibits thereto unless such exhibits are specifically
incorporated by reference into such information) that has been incorporated
by reference into this Registration Statement but not delivered herewith.
Requests should be directed to Robert A. Rieth, Senior Vice President and
Chief Financial Officer, at the following address and telephone number:
Parlex Corporation, One Parlex Place, Methuen, Massachusetts 01844, (978)
685-4341.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      The legality of the shares of Common Stock of the Corporation being
registered hereby will be passed upon by Kutchin & Rufo, P.C. (a
professional corporation), 175 Federal Street, Boston, Massachusetts 02110,
counsel for the Corporation. Edward D. Kutchin is a shareholder in the
professional corporation of Kutchin & Rufo, P.C. and beneficially owns
144,974 shares of common stock in the Corporation.

Item 6.  Indemnification of Directors and Officers.

      Section 67 of Chapter 156B of the Massachusetts General Laws of the
Commonwealth of Massachusetts provides as follows:

      "Indemnification of directors, officers, employees and other agents of
a corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, may be
provided by it to whatever extent shall be specified in or authorized by (i)
the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote adopted by the holders of a majority of the shares of stock
entitled to vote on the election of directors. Except as the articles or
organization or by-laws otherwise require, indemnification of any persons
referred to in the preceding sentence who are not directors of the
corporation may be provided by it to the extent authorized by the directors.
Such indemnification may include payment by the corporation of expenses
incurred in defending a civil or criminal action or proceeding in advance of
the final disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under this section which
undertaking may be accepted without reference to the financial ability of
such person to make repayment. Any such indemnification may be provided
although the person to be indemnified is no longer an officer, director,
employee or agent of the corporation or of such other organization or no
longer serves with respect to any such employee benefit plan.

      No indemnification shall be provided for any person with respect to
any matter as to which he shall have been adjudicated in any proceeding not
to have acted in good faith in the reasonable belief that his action was in
the best interest of the corporation or to the extent that such matter
relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit
plan.

      The absence of any express provision for indemnification shall not
limit any right of indemnification existing independently of this section.

      A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or other agent of another
organization or with respect to any employee benefit plan, against any
liability incurred by him in any such capacity, or arising out of his status
as such, whether or not the corporation would have the power to indemnify
him against such liability."

      Article 6D of the Corporation's Restated Articles of Organization,
which provision is explicitly non-exclusive, provides that (i) any past or
present director or officer of the Corporation is indemnified to the fullest
extent permitted by law against any liability, expenses reasonably incurred
and amounts reasonably paid in settlement in connection with any action,
suit or proceeding in which he may be a party or in which he is otherwise
involved as a result of his serving or having served as a director or
officer of the Corporation, and provides that (ii) the Corporation may under
certain conditions advance the indemnitee's expenses. This provision does
not authorize indemnification where it has been adjudicated that the
director or officer did not act in good faith in the reasonable belief that
his action was in the best interests of the Corporation or, to the extent
that such matter relates to service with respect to an employee benefit
plan, in the best interests of the participants or beneficiaries of such
employee benefit plan. Moreover, in the event that an action, suit or
proceeding is comprised or settled so as to impose any liability or
obligation on the director or officer, the provision does not authorize
indemnification if the Corporation has obtained an opinion of counsel that
this director or officer did not act in good faith in the reasonable belief
that his action was in the Corporation's best interests. In addition, the
directors and officers of the Corporation are insured against liability for
errors and omissions in their capacity as such by an insurance policy for
the Corporation with a $5.0 million limit.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

The following is a complete list of exhibits filed as a part of this
Registration Statement on Form S-8:

            Exhibit No.        Document

                4.1            Parlex Corporation 2001 Employees'
                               Stock Option Plan

                5.1            Opinion of Kutchin & Rufo, P.C. as
                               to legality of original issuance of Common
                               Stock being registered.

               23.1            Consent of Deloitte & Touche LLP.

               23.2            Consent of Kutchin & Rufo, P.C.
                               (contained in exhibit 5.1).

               24              Power of Attorney (included on the signature
                               pages to this Registration Statement).

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
      to include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933 (the "Securities Act");

            (2)   To file, during any period in which offers or sales are
      being made, a post-effective amendment to this Registration Statement
      to reflect in the prospectus any facts or events arising after the
      effective date of the Registration Statement (or the most recent post-
      effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high end of the estimated maximum offering
      range may be reflected in the form of prospectus filed with the
      Commission pursuant to Rule 424(b) if, in the aggregate, the changes
      in volume and price represent no more than a 20 percent change in the
      maximum aggregate offering price set forth in the "Calculation of
      Registration Fee" table in the effective Registration Statement;

            (3)   To file, during any period in which offers or sales are
      being made, a post-effective amendment to this Registration Statement
      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;

            (4)   That, for the purpose of determining any liability under
      the Securities Act of 1993, 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;

            (5)   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;

            (6)   That, for purposes of determining any liability under the
      Securities Act, each filing of the registrant's annual report pursuant
      to Section 13(a) or Section 15(d) of the Exchange Act (and, where
      applicable, each filing of an employee benefit plan's annual report
      pursuant to Section 15(d) of the Exchange Act) that is incorporated by
      reference in the Registration Statement shall be deemed to be a new
      Registration Statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof;

            (7)   To deliver or cause to be delivered with the prospectus,
      to each person to whom the prospectus is sent or given, 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 Exchange Act; and, where interim
      financial information required to be presented by Article 3 of
      Regulation S-X is 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; and

            (8)   Insofar as indemnification for liabilities arising under
      the Securities Act may be permitted to directors, officers, and
      controlling persons of the registrant pursuant to the foregoing
      provisions, or otherwise, the registrant has been advised that in the
      opinion of the Commission, such indemnification is against public
      policy as expressed in the Securities Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against
      such liabilities (other than the payment by the registrant of
      expenses incurred or paid by a director, officer or controlling person
      of the registrant in the successful defense of any action, suit or
      proceeding) is asserted by such director, officer or controlling
      person in connection with 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 and
      will be governed by the final adjudication of such issue.

                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933 (the
"Securities Act"), 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 Methuen,
Commonwealth of Massachusetts on the 4th day of January, 2002.

                                       PARLEX CORPORATION

                                       By: /s/ Peter J. Murphy
                                           --------------------------
                                           Peter J. Murphy
                                           President

                              POWER OF ATTORNEY

      Each person whose signature appears below hereby severally constitutes
and appoints Herbert W. Pollack, Peter J. Murphy and Robert A. Rieth, and
each of them singly, with the power to act without the other, as attorneys-
in-fact, each with the power of substitution, for him in any and all
capacities, to enable Parlex Corporation to comply with the Securities Act
and any rules, regulations and requirements of the Commission, in connection
with this Registration Statement, including specifically but without
limitation, the power and authority to sign on behalf of the undersigned any
and all amendments (including post-effective amendments) hereto and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting to said attorneys-in-
fact, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or
any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof. Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

        SIGNATURE                           TITLE(S)                DATE
        ---------                           --------                ----

/S/ Herbert W. Pollack           Chairman of the Board             1/04/02
-----------------------------
Herbert W. Pollack

/S/ Robert A. Rieth              Senior Vice President and         1/04/02
-----------------------------    Chief Financial Officer
Robert A. Rieth                  (Principal Financial Officer)

/S/ Peter J. Murphy              President,                        1/04/02
-----------------------------    Chief Executive Officer
Peter J. Murphy                  and Director

/S/ Lester Pollack               Director                          1/04/02
-----------------------------
Lester Pollack

/S/ Benjamin M. Rabinovici       Director                          1/04/02
-----------------------------
Benjamin M. Rabinovici

/S/ M. Joel Kosheff              Director                          1/04/02
-----------------------------
M. Joel Kosheff

/S/ Sheldon Buckler              Director                          1/04/02
-----------------------------
Sheldon Buckler

/S/ Richard W. Hale              Director                          1/04/02
-----------------------------
Richard W. Hale

                              INDEX TO EXHIBITS

Exhibit
Number                 Exhibit
-------                -------

  4.1            Parlex Corporation 2001 Employees'
                 Stock Option Plan

  5.1            Opinion of Kutchin & Rufo, P.C.
                 as to legality of original
                 issuance shares of Common
                 Stock being registered.

 23.1            Consent of Deloitte & Touche LLP.

 23.2            Consent of Kutchin & Rufo, P.C.
                 (contained in Exhibit 5.1).

 24              Power of Attorney (included on the signature
                 pages to this Registration Statement).