Registration No. 33-

    As filed with the Securities and Exchange Commission on December 27, 1996

                       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.)


            145 Milk Street
         Methuen, Massachusetts                            01844
----------------------------------------    ------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)


                    1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)


                              Jill Pollack Kutchin
                               Parlex Corporation
                   Vice President-Corporate Affairs and Clerk
                                 145 Milk Street
                          Methuen, Massachusetts 01844
--------------------------------------------------------------------------------
                     (Name and address of agent for service)


                    Telephone number, including area code, of
                        agent for service: (508) 685-4341

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

                             Edward D. Kutchin, Esq.
                              Kutchin & Rufo, P.C.
                               One Liberty Square
                           Boston, Massachusetts 02109



                         CALCULATION OF REGISTRATION FEE

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

<S>                                  <C>                   <C>             <C>                   <C>
1996 OUTSIDE DIRECTORS' STOCK
 OPTION PLAN

   Common Stock
    (par value $.10 per share)       100,000 shares        $10.00          $1,000,000.00         $340.00

<FN>
--------------------
<F1>  This  Registration  Statement  also includes an  indeterminable  number of
      shares which may be issued under the anti-dilution provisions of the Plan.

<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  closing  sale price for the Common  Stock as  reported by
      NASDAQ  on  August  20,  1996,  the  price at  which  the  options  may be
      exercised.
</FN>
</TABLE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain 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, 1996;

      (b)   The  Corporation's  Quarterly  Report on Form  10-Q for the  quarter
            ended September 30, 1996; and

      (c)   The description of the  Corporation's  Common Stock contained in the
            Corporation's  Registration  Statement filed on Form S-1 pursuant to
            Section 12 of the Exchange Act.

      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.

      Additional  updating  information  as to the  Corporation,  the securities
offered by this registration  statement,  and the 1996 Outside  Directors' Stock
Option Plan (the "Plan") may be provided in the future by means of appendices to
this  registration   statement,   proxy   statements,   annual  reports  to  the
Corporation's  stockholders,  and registration statements,  including amendments
hereto.  Any such appendix,  proxy  statement,  annual report,  or  registration
statement or amendment  thereto shall be deemed to be  incorporated by reference
herein from the date of its filing.

      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 Jill
Pollack Kutchin,  Vice President - Corporate Affairs and Clerk, at the following
address and telephone  number:  Parlex  Corporation,  145 Milk Street,  Methuen,
Massachusetts 01844, (508) 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 is being passed upon by Kutchin & Rufo,  P.C. (a professional
corporation),  One Liberty Square, Boston,  Massachusetts 02109, counsel for the
Corporation.  Edward D. Kutchin is a shareholder in the professional corporation
of Kutchin & Rufo, P.C. and  beneficially  owns 33,683 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.  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 such a reasonable belief. 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 $2
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:

<TABLE>
<CAPTION>

      Exhibit No.     Document
      -----------     --------

         <C>          <S>
         4.1          Restated   Articles   of   Organization   of   the
                      Corporation [incorporated herein by reference from
                      Exhibit No. 3-A to the Corporation's  Registration
                      Statement on Form S-1,  Registration  No.  2-85588
                      (the "Form S-1")].

         4.2          Articles  of  Amendment  of  Restated  Articles of
                      Organization  (incorporated  herein  by  reference
                      from Exhibit No. 3-B to the Form S-1).

         4.3          By-Laws of the Corporation (incorporated herein by
                      reference from Exhibit No. 3-C to the Form S-1).

         5            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).

         24           Power of Attorney (see page 8 of this Registration
                      Statement).

         99.1         Parlex  Corporation 1996 Outside  Directors' Stock
                      Option Plan.

         99.2         Stock  Option  Agreement  with  respect to options
                      granted under the Parlex  Corporation 1996 Outside
                      Directors' Stock Option Plan.
</TABLE>

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  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;

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

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      (b). The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  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  relating  to  the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

      (c). The undersigned  registrant  hereby undertakes to 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.

      (d).  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.

      (e). The undersigned  registrant hereby undertakes to transmit or cause to
be transmitted to all employees  participating  in the Plan who do not otherwise
receive such material as stockholders of the registrant,  at the time and in the
manner such material is sent to its stockholders,  copies of all reports,  proxy
statements and other communications distributed to its stockholders generally.

      (f).  In the  event  that  an  addendum  is  utilized  by the  undersigned
registrant to update information in the prospectus,  the undersigned  registrant
hereby undertakes (a) to provide individuals who have already received copies of
the  prospectus  with a copy of any such  current  addendum;  (b) to  furnish an
additional  prospectus,  upon request,  to anyone who had misplaced or discarded
his old  copy;  (c) to  supply  new  participants  in the  plan  with  both  the
prospectus and a current addendum; and (d) to file copies of such addendums with
the Commission in accordance with Rule 424(c).


                                   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 and Commonwealth of Massachusetts on the
24th day of December, 1996.

                                        PARLEX CORPORATION



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


                                POWER OF ATTORNEY

      Each of the  undersigned  directors  and  officers  of Parlex  Corporation
hereby constitutes and appoints Herbert W. Pollack, Steven M. Millstein and Jill
Pollack  Kutchin,  and each of  them,  with  full  power  of  substitution,  the
undersigned's  true and lawful  attorneys-in-fact  and agent,  to do any and all
acts and things and to execute any and all instruments in the undersigneds' name
in their  capacities  indicated  below which such attorney may deem necessary or
advisable 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.

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.


<TABLE>
<CAPTION>
SIGNATURE                        TITLE(S)                        DATE
---------                        --------                        ----

<S>                              <S>                             <C>
/S/  Herbert W. Pollack          Chairman of the Board           12/24/96
Herbert W. Pollack               Chief Executive Officer


/S/  Steven M. Millstein         Vice President-Finance          12/24/96
Steven M. Millstein              (Principal Financial
                                 Officer and Controller)


/S/  Peter J. Murphy             President                       12/24/96
Peter J. Murphy                  Chief Operating Officer
                                 and Director


/S/  Lester Pollack              Director                        12/24/96
Lester Pollack


/S/  Benjamin M. Rabinovici      Director                        12/24/96
Benjamin M. Rabinovici


/S/  M. Joel Kosheff             Director                        12/24/96
M. Joel Kosheff


/S/  Sheldon Buckler             Director                        12/24/96
Sheldon Buckler


/S/  Richard W. Hale             Director                        12/24/96
Richard W. Hale
</TABLE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

  Exhibit                                                                 Sequentially
  Number                              Exhibit                             Numbered Page
  -------                             -------                             -------------

   <C>            <S>                                                          <C>
   4.1            Restated   Articles   of   Organization   of   the
                  Corporation [incorporated herein by reference from
                  Exhibit No. 3-A to the Corporation's  Registration
                  Statement on Form S-1,  Registration  No.  2-85588
                  (the "Form S-1")].

   4.2            Articles  of  Amendment  of  Restated  Articles of
                  Organization  (incorporated  herein  by  reference
                  from Exhibit No. 3-B to the Form S-1).

   4.3            By-Laws of the Corporation (incorporated herein by
                  reference from Exhibit No. 3-C to the Form S-1).

   5              Opinion of Kutchin & Rufo,  P.C. as to legality of           11
                  original  issuance  shares of Common  Stock  being
                  registered.

   23.1           Consent of Deloitte & Touche LLP.                            14

   23.2           Consent  of  Kutchin & Rufo,  P.C.  (contained  in
                  Exhibit 5).

   24             Power of Attorney (See page 8 of this Registration
                  Statement).

   99.1           Parlex  Corporation 1996 Outside  Directors' Stock           16
                  Option Plan.

   99.2           Stock  Option  Agreement  with  respect to options           25
                  granted under the Parlex  Corporation 1996 Outside
                  Directors' Stock Option Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "BODY OF FORM S-8", "secsgml_size_bytes": 22817}]
{"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": "333-18869", "film-number": "96686871"}, "business-address": {"street1": "145 MILK ST", "city": "METHUEN", "state": "MA", "zip": "01844", "phone": "5086854341"}}
Registration No. 33-

    As filed with the Securities and Exchange Commission on December 27, 1996

                       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.)

            145 Milk Street
         Methuen, Massachusetts                            01844
----------------------------------------    ------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)

                    1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                              Jill Pollack Kutchin
                               Parlex Corporation
                   Vice President-Corporate Affairs and Clerk
                                 145 Milk Street
                          Methuen, Massachusetts 01844
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                    Telephone number, including area code, of
                        agent for service: (508) 685-4341

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

                             Edward D. Kutchin, Esq.
                              Kutchin & Rufo, P.C.
                               One Liberty Square
                           Boston, Massachusetts 02109

                         CALCULATION OF REGISTRATION FEE
Proposed           Proposed
          Title of                                        maximum             maximum           Amount of
      Securities to be                Amount to be     offering price        aggregate         Registration
         registered                  registered (1)    per share (2)     offering price (2)        fee
      ----------------               --------------    --------------    ------------------    ------------
1996 OUTSIDE DIRECTORS' STOCK
 OPTION PLAN

   Common Stock
    (par value $.10 per share)       100,000 shares        $10.00          $1,000,000.00         $340.00
--------------------
This  Registration  Statement  also includes an  indeterminable  number of
      shares which may be issued under the anti-dilution provisions of the Plan.
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  closing  sale price for the Common  Stock as  reported by
      NASDAQ  on  August  20,  1996,  the  price at  which  the  options  may be
      exercised.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain 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, 1996;

      (b)   The  Corporation's  Quarterly  Report on Form  10-Q for the  quarter
            ended September 30, 1996; and

      (c)   The description of the  Corporation's  Common Stock contained in the
            Corporation's  Registration  Statement filed on Form S-1 pursuant to
            Section 12 of the Exchange Act.

      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.

      Additional  updating  information  as to the  Corporation,  the securities
offered by this registration  statement,  and the 1996 Outside  Directors' Stock
Option Plan (the "Plan") may be provided in the future by means of appendices to
this  registration   statement,   proxy   statements,   annual  reports  to  the
Corporation's  stockholders,  and registration statements,  including amendments
hereto.  Any such appendix,  proxy  statement,  annual report,  or  registration
statement or amendment  thereto shall be deemed to be  incorporated by reference
herein from the date of its filing.

      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 Jill
Pollack Kutchin,  Vice President - Corporate Affairs and Clerk, at the following
address and telephone  number:  Parlex  Corporation,  145 Milk Street,  Methuen,
Massachusetts 01844, (508) 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 is being passed upon by Kutchin & Rufo,  P.C. (a professional
corporation),  One Liberty Square, Boston,  Massachusetts 02109, counsel for the
Corporation.  Edward D. Kutchin is a shareholder in the professional corporation
of Kutchin & Rufo, P.C. and  beneficially  owns 33,683 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.  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 such a reasonable belief. 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 $2
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          Restated   Articles   of   Organization   of   the
                      Corporation [incorporated herein by reference from
                      Exhibit No. 3-A to the Corporation's  Registration
                      Statement on Form S-1,  Registration  No.  2-85588
                      (the "Form S-1")].

         4.2          Articles  of  Amendment  of  Restated  Articles of
                      Organization  (incorporated  herein  by  reference
                      from Exhibit No. 3-B to the Form S-1).

         4.3          By-Laws of the Corporation (incorporated herein by
                      reference from Exhibit No. 3-C to the Form S-1).

         5            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).

         24           Power of Attorney (see page 8 of this Registration
                      Statement).

         99.1         Parlex  Corporation 1996 Outside  Directors' Stock
                      Option Plan.

         99.2         Stock  Option  Agreement  with  respect to options
                      granted under the Parlex  Corporation 1996 Outside
                      Directors' Stock Option Plan.
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  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;

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

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      (b). The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  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  relating  to  the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

      (c). The undersigned  registrant  hereby undertakes to 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.

      (d).  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.

      (e). The undersigned  registrant hereby undertakes to transmit or cause to
be transmitted to all employees  participating  in the Plan who do not otherwise
receive such material as stockholders of the registrant,  at the time and in the
manner such material is sent to its stockholders,  copies of all reports,  proxy
statements and other communications distributed to its stockholders generally.

      (f).  In the  event  that  an  addendum  is  utilized  by the  undersigned
registrant to update information in the prospectus,  the undersigned  registrant
hereby undertakes (a) to provide individuals who have already received copies of
the  prospectus  with a copy of any such  current  addendum;  (b) to  furnish an
additional  prospectus,  upon request,  to anyone who had misplaced or discarded
his old  copy;  (c) to  supply  new  participants  in the  plan  with  both  the
prospectus and a current addendum; and (d) to file copies of such addendums with
the Commission in accordance with Rule 424(c).

                                   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 and Commonwealth of Massachusetts on the
24th day of December, 1996.

                                        PARLEX CORPORATION

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

                                POWER OF ATTORNEY

      Each of the  undersigned  directors  and  officers  of Parlex  Corporation
hereby constitutes and appoints Herbert W. Pollack, Steven M. Millstein and Jill
Pollack  Kutchin,  and each of  them,  with  full  power  of  substitution,  the
undersigned's  true and lawful  attorneys-in-fact  and agent,  to do any and all
acts and things and to execute any and all instruments in the undersigneds' name
in their  capacities  indicated  below which such attorney may deem necessary or
advisable 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.

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           12/24/96
Herbert W. Pollack               Chief Executive Officer

/S/  Steven M. Millstein         Vice President-Finance          12/24/96
Steven M. Millstein              (Principal Financial
                                 Officer and Controller)

/S/  Peter J. Murphy             President                       12/24/96
Peter J. Murphy                  Chief Operating Officer
                                 and Director

/S/  Lester Pollack              Director                        12/24/96
Lester Pollack

/S/  Benjamin M. Rabinovici      Director                        12/24/96
Benjamin M. Rabinovici

/S/  M. Joel Kosheff             Director                        12/24/96
M. Joel Kosheff

/S/  Sheldon Buckler             Director                        12/24/96
Sheldon Buckler

/S/  Richard W. Hale             Director                        12/24/96
Richard W. Hale
INDEX TO EXHIBITS
Exhibit                                                                 Sequentially
  Number                              Exhibit                             Numbered Page
  -------                             -------                             -------------
4.1            Restated   Articles   of   Organization   of   the
                  Corporation [incorporated herein by reference from
                  Exhibit No. 3-A to the Corporation's  Registration
                  Statement on Form S-1,  Registration  No.  2-85588
                  (the "Form S-1")].

   4.2            Articles  of  Amendment  of  Restated  Articles of
                  Organization  (incorporated  herein  by  reference
                  from Exhibit No. 3-B to the Form S-1).

   4.3            By-Laws of the Corporation (incorporated herein by
                  reference from Exhibit No. 3-C to the Form S-1).

   5              Opinion of Kutchin & Rufo,  P.C. as to legality of           11
                  original  issuance  shares of Common  Stock  being
                  registered.

   23.1           Consent of Deloitte & Touche LLP.                            14

   23.2           Consent  of  Kutchin & Rufo,  P.C.  (contained  in
                  Exhibit 5).

   24             Power of Attorney (See page 8 of this Registration
                  Statement).

   99.1           Parlex  Corporation 1996 Outside  Directors' Stock           16
                  Option Plan.

   99.2           Stock  Option  Agreement  with  respect to options           25
                  granted under the Parlex  Corporation 1996 Outside
                  Directors' Stock Option Plan.