FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


             [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 26, 2000
                                       or

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


               For the transition period from ________ to ________


                         Commission file number 1-12767


                               Chemfab Corporation
             (Exact name of registrant as specified in its charter)


          Delaware                                      03-0221503
  (State of Incorporation)                 (I.R.S. Employer Identification No.)

         701 Daniel Webster Highway                               03054
          Merrimack, New Hampshire                              (Zip Code)
  (Address of principal executive offices)

       Registrant's telephone number, including area code: (603) 424-9000


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No _______

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practicable date.

As of May 1, 2000, the Company had 7,463,357  shares of Common Stock,  par value
$0.10 per share, outstanding.







<PAGE>
                               CHEMFAB CORPORATION

                                      INDEX




Part I.  Financial Information                                        Page No.
                                                                      --------

         Item 1.   Financial Statements

                   Consolidated Balance Sheets at
                   March 26, 2000 and June 30, 1999                      3

                   Consolidated Statements of Income for the
                   Three Months and Nine Months Ended
                   March 26, 2000 and March 28, 1999                     5

                   Consolidated Statements of Cash Flows for the
                   Nine Months Ended March 26, 2000 and
                   March 28, 1999                                        6

                   Notes to Consolidated Financial Statements            7

         Item 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                  16
                    -----------------------------------


Part II.  Other Information


         Item 1.    Legal Proceedings                                  20
                    -----------------

         Item 5.    Other Matters                                      20
                    -------------

         Item 6.    Exhibits and Reports on Form 8-K                   21
                    --------------------------------

         Signatures                                                    22










<PAGE>


Part I - Financial Information
                               CHEMFAB CORPORATION
                    CONSOLIDATED BALANCE SHEETS (Page 1 of 2)
                           ---------------------------
                    (in thousands, except par value amounts)


                                                    March 26,         June 30,
                                                     2000              1999
                                                  (Unaudited)
Current assets:
   Cash and cash equivalents                     $   7,092          $   4,783
   Receivables:
     Trade                                          31,052             25,020
     Other                                             294                 92
   Inventories                                      25,899             19,649
   Costs and estimated earnings in excess of
     billings on uncompleted contracts               1,509                958
   Prepaid expenses, and other current assets        1,872              3,266
   Deferred tax assets                               1,668              1,248
                                                  --------           ---------

         Total current assets                       69,386             55,016

   Property, plant and equipment, at cost           64,889             59,418
     Less:  accumulated depreciation               (31,568)           (29,466)
                                                 ---------          ---------

     Property, plant and equipment, net             33,321             29,952

   Goodwill, net                                    34,682             19,297
   Other assets, principally intangibles             8,367              2,103
   Deferred tax assets                               1,716                  -
                                                 ---------          ---------

         Total assets                             $147,472           $106,368
                                                   =======            =======




See accompanying Notes to Consolidated Financial Statements.


                                       3

<PAGE>



                               CHEMFAB CORPORATION
                    CONSOLIDATED BALANCE SHEETS (Page 2 of 2)
                           ---------------------------
                    (in thousands, except par value amounts)


                                                       March 26,      June 30,
                                                         2000           1999
                                                         ----           ----
                                                     (Unaudited)
Current liabilities:
   Accounts payable and accrued expenses             $  19,322       $  14,974
   Short-term borrowings                                19,441          11,028
   Accrued income taxes                                  2,578           1,209
   Billings in excess of costs and estimated
     earnings on uncompleted contracts                     73             250
                                                    ----------       ---------

         Total current liabilities                      41,414          27,461
                                                    ----------        --------
   Long term debt                                       24,000               -
   Other liabilities                                       856               -
   Deferred tax liabilities                              2,394           2,051

   Shareholders' equity:
     Preferred stock, par value $0.50:
       authorized - 1,000 shares, none issued                -               -
     Common stock, par value $0.10:
       authorized - 15,000 shares; issued 8,885 at
       March 26, 2000 and 8,828 shares at
       June 30, 1999                                       888             883
     Additional paid-in capital                         27,621          26,829
     Retained earnings                                  76,915          69,972
     Treasury stock, at cost (1,397 shares at
       March 26, 2000 and 1,091 at
       June 30, 1999)                                  (23,932)        (19,012)
     Accumulated other comprehensive income             (2,684)         (1,816)
                                                     ---------       ---------

       Total shareholders' equity                       78,808          76,856
                                                      --------        --------

         Total liabilities and shareholders' equity   $147,472        $106,368
                                                       =======         =======





See accompanying Notes to Consolidated Financial Statements.

                                       4
<PAGE>


                               CHEMFAB CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                      (in thousands, except per share data)
<TABLE>
<CAPTION>


                              Three Months Ended          Nine Months Ended
                             -------------------       ----------------------
                             March 26,    March 28,     March 26,    March 28,
                                2000        1999          2000        1999
                            ----------- -----------   ----------   -----------
<S>                        <C>         <C>           <C>           <C>
Net sales                  $   33,942  $   44,457    $   91,089    $     97,581
Cost of sales                  22,152      30,734        59,255          65,958
                               ------      ------        ------      ----------

Gross profit                   11,790      13,723        31,834          31,623
Selling, general and
   administrative expenses      7,150       7,328        17,947          16,653
Research and development        1,353       1,273         2,934           2,930
Other expense (income)             86          78           198             (82)
Interest expense, net             717         360           836             231
                                  ---    --------          ----        --------

Income before income taxes      2,484       4,684         9,919          11,891

Provision for income taxes        745       1,449         2,976           3,755
                                  ---       -----        ------        --------

Net income                 $    1,739   $   3,235    $    6,943     $     8,136
                                =====       =====        ======        ========

Earnings per share:
   - Basic                      $0.23       $0.41         $0.91           $1.04
   - Diluted                    $0.23       $0.40         $0.90           $1.01

Weighted average common
shares outstanding:
   - Basic                      7,506       7,819         7,604           7,822
   - Diluted                    7,607       8,034         7,736           8,069


</TABLE>


See accompanying Notes to Consolidated Financial Statements.


                                       5
<PAGE>

                               CHEMFAB CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
                                                          Nine Months Ended
                                                          -----------------
                                                          Mar. 26,   Mar. 28,
                                                           2000        1999
Cash flows from operating activities:
   Net income                                            $ 6,943     $  8,136
   Adjustments to reconcile net income to net cash
    provided by operations:
        Depreciation and amortization                      5,308        4,306
        Special charges, cash payments                    (1,533)           -
        Compensation from stock option grants                142            -
        Change in working capital:
           Receivables                                    (2,763)         775
           Inventories                                    (2,026)      (2,397)
           Costs and estimated earnings in excess
             of billings on uncompleted contracts, net      (790)        (682)
           Prepaid expenses and other current assets         (96)      (2,577)
           Accounts payable, accrued expenses and          2,139       (1,658)
             other current liabilities
           Income taxes                                    1,361          703
           Deferred tax assets and liabilities               343           59
        Other assets                                        (584)        (219)
        Other liabilities                                    856            -
                                                        --------      -------
           Total adjustments                               2,357       (1,690)
                                                        --------      -------

          Net cash provided by operating activities        9,300        6,446
                                                        --------      -------
   Cash flows from investing activities:
        Acquisitions, net of cash acquired               (31,287)      (9,420)
        Capital expenditures (net)                        (4,191)      (9,052)
                                                        --------      -------
           Net cash used in investing activities         (35,478)     (18,472)
                                                        --------      -------
   Cash flows from financing activities:
        Net advances (payments) on lines-of-credit         2,756        5,524
        Proceeds from term loan                           30,000            -
        Proceeds from exercise of stock options              656        1,236
        Purchase of treasury shares                       (4,920)      (2,408)
                                                        --------      -------

           Net cash provided by financing activities      28,492        4,352
                                                        --------      -------
   Effect of exchange rate changes on cash                    (5)         (49)
                                                        --------      -------

   Net increase(decrease) in cash and cash equivalents     2,309       (7,723)

   Cash and cash equivalents at beginning of year          4,783       11,099
                                                        --------      -------

   Cash and cash equivalents at end of period          $   7,092     $  3,376
                                                        ========      =======

   Interest paid                                       $    303      $    434
   Income taxes paid                                   $  1,585      $  2,366


See accompanying Notes to Consolidated Financial Statements.

                                       6
<PAGE>

                               CHEMFAB CORPORATION
                   Notes to Consolidated Financial Statements
                                 March 26, 2000


Note 1 - Significant Accounting Policies:

         Principles of Consolidation:

         The  consolidated  financial  statements  of Chemfab  Corporation  (the
         Company) included in this report reflect all adjustments (consisting of
         only normally recurring  accruals) which, in the opinion of management,
         are necessary for a fair  presentation  of the  consolidated  financial
         position  at March 26,  2000 and June 30,  1999,  and the  consolidated
         statements  of income  and cash  flows for the  three  months  and nine
         months ended March 26, 2000 and March 28, 1999.  The unaudited  results
         of  operations  for the interim  periods  reported are not  necessarily
         indicative of results to be expected for the year.

         Certain notes and other information have been condensed or omitted from
         these interim financial statements. The statements,  therefore,  should
         be read in conjunction with the consolidated  financial  statements and
         related notes included in the Chemfab Corporation Annual Report on Form
         10-K for the year ended June 30, 1999 (file no. 1-12767).

Note 2 - Acquisitions:

         During fiscal 1999, the Company  completed the purchase of the business
         assets and assumed certain liabilities (principally inventory, accounts
         receivable,   equipment,  certain  liabilities  and  accounts  payable,
         accruals and intangibles) of Vdb/hi-tex  Technische  Gewebe GmbH (Vdb),
         Breitenborn GmbH and Synthetica W. Muller GmbH & Co.  (collectively the
         "German Acquisitions") for approximately $12,368,000 in cash, including
         associated  transaction  costs.  These  acquisitions were accounted for
         using the purchase  method of  accounting.  Prior to the  acquisitions,
         each  of  the  entities'  main  business  was in  the  fabrication  and
         distribution  of PTFE  composite  products  principally  purchased from
         Chemfab.  These  businesses  are  expected to  continue.  The  acquired
         operations'  primary  markets  are  in  Germany  and  Eastern  European
         countries.  These acquisitions  resulted in the recognition of goodwill
         of   approximately   $11,825,000   which  is  being   amortized   on  a
         straight-line basis over the estimated useful life of 15 years.

         On July 16,  1999,  the Company  completed  the purchase of the capital
         stock of Holding Christian Cases S.A. (HCC) for $1,236,000 in net cash,
         including  associated  transaction  costs. The purchase  agreement also
         requires the payment of approximately $100,000 in each of the following
         two years for a non-compete  agreement.  The  acquisition was accounted
         for using the purchase method of accounting.  Prior to the acquisition,
         the main business of HCC and its  subsidiaries  was in the  fabrication
         and  distribution  of PTFE  composite  products  in France  principally
         purchased  from  Chemfab.  This  business is expected to continue.  The
         acquisition  of  HCC  resulted  in  the   recognition  of  goodwill  of
         approximately  $858,000,  which is being  amortized on a  straight-line
         basis over the estimated useful life of 15 years.

                                       7

<PAGE>

                               CHEMFAB CORPORATION
                   Notes to Consolidated Financial Statements
                                 March 26, 2000


Note 2 - Acquisitions (continued):

         On  September  27,  1999,  the Company  completed  the  purchase of the
         business of CTF LTDA, formerly operating as Taconic Glasslon (Taconic),
         for $1,769,000 in cash, including associated transaction costs plus the
         payment  of  $600,000  in  aggregate  over  the  next  six  years.  The
         acquisition  was accounted for using the purchase method of accounting.
         Prior  to the  acquisition,  the  main  business  of  Taconic  was  the
         manufacture, fabrication and distribution of PTFE composite products in
         Brazil.  This  business is expected to  continue.  The  acquisition  of
         Taconic  resulted  in the  recognition  of  goodwill  of  approximately
         $1,971,000,  which is being amortized on a straight-line basis over the
         estimated useful life of 15 years.

         On November 10,  1999,  the Company  completed  the purchase of certain
         business   assets  and  assumed   certain   liabilities  of  Orvim  for
         approximately  $1,080,000 in cash.  The  acquisition  was accounted for
         using the purchase method of accounting.  Prior to the acquisition, the
         main business of Orvim was in the fabrication and  distribution of PTFE
         composites  produced in Italy principally  purchased from Chemfab.  The
         business is expected to continue.  The acquisition of Orvim resulted in
         the recognition of goodwill of approximately $1,164,000, which is being
         amortized on a straight-line basis over the estimated useful life of 15
         years.

         On December 27, 1999,  the Company  completed  the purchase of UroQuest
         Medical  Corporation  (UroQuest).  The  Company  acquired  all  of  the
         outstanding   capital   stock  of   UroQuest   in  a  cash  merger  for
         approximately  $29,938,000 including associated  transaction costs. The
         acquisition  was accounted for using the purchase method of accounting.
         The Company  used the proceeds of its new  borrowing  agreement to fund
         the  acquisition  (see  Note  3).  UroQuest  through  its  wholly-owned
         subsidiary,  Bivona Medical  Technologies,  designs,  manufactures  and
         markets proprietary disposable silicone elastomer products and silicone
         elastomer  components  used in  products  serving  the  healthcare  and
         personal  care  industries,  and is a market  leader in the  design and
         manufacture  of  silicone  elastomer  products  for  airway  management
         applications.  The business is expected to continue. The purchase price
         has been  allocated  on a  preliminary  basis based on  estimated  fair
         values at date of acquisition,  pending a final determination of values
         and lives. Based on these estimates, the acquisition of Bivona resulted
         in the recognition of goodwill of  approximately  $13,132,000 and other
         intangible assets of approximately $6,478,000.


                                       8
<PAGE>

                               CHEMFAB CORPORATION
                   Notes to Consolidated Financial Statements
                                 March 26, 2000


Note 2 - Acquisitions (continued):

         The following are the Company's  unaudited pro forma results for fiscal
         2000 and 1999, assuming the German and Bivona Acquisitions  occurred at
         the  beginning  of the fiscal year 1999.  These pro forma  results have
         been  prepared for  comparative  purposes only and do not purport to be
         indicative  of the  results of  operations  which  actually  would have
         resulted had the acquisitions occurred on the date indicated,  or which
         may result in the future.


                                    Three Months Ended       Nine Months Ended
                                   ---------------------   -------------------
                                  March 26,    March 28,    March 26,  March 28,
                                    2000           1999      2000       1999
                                    ----            ----     ----       ----

Net sales ......................    $ 33,942    $ 49,926    $101,338    $116,788
Net income .....................    $  1,739    $  3,113    $  7,329    $  7,764
Diluted earnings per share .....    $   0.23    $   0.39    $   0.95    $   0.96


Note 3 - Debt:

         During  November  1999,  the Company  entered  into a five-year  credit
         facility with a group of four United States commercial banks. Under the
         terms of the  agreement,  the Company has a $30,000,000  unsecured term
         loan and a  $30,000,000  unsecured  revolving  credit  facility,  which
         expire on December 31, 2004.  Thereafter the revolving  credit facility
         may be extended for each of the next two years  subject to the approval
         of all  lenders.  Borrowing  under  these  facilities  can  be,  at the
         election of the  Company,  in dollars or Euros.  The  interest  rate is
         based on the appropriate  LIBOR or EURIBOR  interest rate plus a spread
         between 100 and 150 basis points,  based on the Company's trailing four
         quarter  EBITDA  to debt  ratio.  The  term  loan  requires  $1,500,000
         quarterly principal payments over five years. On December 27, 1999, the
         Company borrowed $30,000,000 under the term loan in connection with its
         acquisition  of  UroQuest  (see Note 2). At March 26,  2000,  the total
         amount outstanding under the credit facility was $43,441,000.

         Long-term debt is summarized as follows:

                                       March 26, 2000           March 28, 1999
                                       --------------           --------------
                                                  (in thousands)
             Total term loan             $30,000                       $0
             Less current portion         (6,000)                       0
                                          ------                       --
             Long-term portion           $24,000                       $0
                                          ------                       --

         The credit  agreement  contains  various  financial and other covenants
         including  maintenance  of minimum  levels of tangible net worth,  cash

                                       9
<PAGE>
                               CHEMFAB CORPORATION
                   Notes to Consolidated Financial Statements
                                 March 26, 2000

         flow  coverage,   the  ratio  of  debt  to  equity  and  the  ratio  of
         indebtedness  for  borrowed  money to  capitalization  with  which  the
         Company must comply.  The loan  agreement  also contains  various other
         restrictions  including  restrictions  on additional  debt and dividend
         payments.

         In September 1999, the Company amended its $20,000,000 revolving credit
         agreement  with two  commercial  banks,  one based in the U.S.  and the
         other in Ireland. Under the terms of the amended agreement, the Company
         had available a $20,000,000  unsecured  credit  facility until December
         31, 1999.  The loan  agreement  required  that any balance  outstanding
         would,  at December  31,  1999,  convert  into a four-year  loan with a
         five-year  amortization  schedule  and a lump sum  partial  payment due
         December  31, 2003.  The loan was fully repaid as of December  1999 and
         the loan agreement was cancelled.

Note 4 - Inventories:

         Inventories consisted of the following:
                                    March 26, 2000               June 30, 1999
                                    --------------               -------------
                                                  (in thousands)

        Finished goods                 $  9,837                     $ 7,541
        Work in process                   8,410                       6,160
        Raw materials                     7,652                       5,948
                                         ------                      ------
                                        $25,899                     $19,649
                                         ======                      ======

 Note 5 - Earnings Per Share:

       The following table sets forth the computation of basic and diluted
       earnings per share:

                                      Three Months Ended    Nine Months Ended
                                      ------------------    -----------------
                                      March 26, March 28,  March 26,  March 28,
                                        2000     1999        2000       1999
                                        ----     ----        ----       ----
                                                   (in thousands)
         Numerator:
Net income for both basic and
  diluted earnings per share .......   $1,739   $3,235      $6,943     $8,136
                                                ------       -----      -----
Denominator:
Denominator for basic earnings
  per share - weighted average
  outstanding shares ...............    7,506    7,819       7,604     7,822
Effect of dilutive securities:
  Stock options to employees
    and directors ..................      101      215         132       247
                                       ------   ------      ------     -----
Denominator for diluted earnings
  per share ........................    7,607    8,034       7,736     8,069
                                       ------   ------      ------     -----
Net income per share:
-  Basic                               $ 0.23   $ 0.41      $ 0.91    $ 1.04
- Diluted                              $ 0.23   $ 0.40      $ 0.90    $ 1.01

                                       10
<PAGE>
                               CHEMFAB CORPORATION
             Notes to Consolidated Financial Statements (continued)
                                 March 26, 2000

Note 6 - Comprehensive Income:

         The components of comprehensive income were as follows:

                                     Three Months Ended      Nine Months Ended
                                     ------------------      -----------------
                                    March 26,   March 28,   March 26,  March 28,
                                      2000        1999        2000       1999
                                      ----        ----        ----       ----
                                                   (in thousands)

Net income .....................    $ 1,739     $ 3,235     $ 6,943     $ 8,136
Foreign currency
   translation adjustments .....       (931)     (1,970)       (868)     (1,574)
                                    -------     -------     -------     -------
Comprehensive income ...........    $   808     $ 1,265     $ 6,075     $ 6,562
                                     ======      ======      =====       ======

Note 7 - Segment Reporting:

        The  Company adopted  Statement of Financial  Accounting  Standards No.
        131 (SFAS No.  131),  "Disclosures  about  Segments of an  Enterprise
        and Related  Information",  in fiscal year 1999.  SFAS No. 131
        establishes standards  for the way  the  Company  reports  information
        about its operational segments.

        The Company operates  predominantly in one industry segment,  that being
        the development,  manufacture and marketing of high-performance flexible
        composite  materials.  The Company's  reportable  segments are strategic
        business  units  which  are  managed  separately  due  largely  to their
        geographic location.

        The composition of the Company's  reportable  segments have been changed
        to reflect the Bivona  acquisition.  The corresponding  items of segment
        information  for earlier  periods  have been  restated to reflect  these
        changes.

        The  Company  has three  principal  reportable  business  segments,  its
        Americas  Business Group,  European  Business Group and High Performance
        Elastomer Group. The Americas Business Group is principally  responsible
        for all  manufacturing  and sales of Engineered  Products made in and to
        North  America and South  America and for  Architectural  Product  sales
        worldwide.  The European  Business Group is principally  responsible for
        all  manufacturing  and  sales  of  Engineered  Products  made in and to
        Europe, the Middle East and Africa. The High Performance Elastomer Group
        is principally  responsible for the  manufacturing  and sale of silicone
        elastomer products worldwide.

        The Company has one  non-reportable  business segment,  its Asia Pacific
        Business  Group.  This segment is reported  under Other below due to its
        size.

        The accounting policies of the reportable segments are the same as those
        described in Note 1 of Notes to the  Consolidated  Financial  Statements
        included in the Chemfab Corporation

                                       11
<PAGE>
                               CHEMFAB CORPORATION
             Notes to Consolidated Financial Statements (continued)
                                 March 26, 2000

Note 7 - Segment Reporting (continued):

        Annul Report on Form 10-K for the year-ended  June 30, 1999. The Company
        evaluates  the  performance  of its operating  segments  based on income
        before income taxes and after applying a charge for capital  employed by
        the segment.  The charge for capital employed is based on an established
        rate on capital  employed as defined by the Company and not a measure as
        defined by generally accepted accounting  principles.  Accordingly,  the
        Company has  reconciled  below to its  consolidated  results.  Corporate
        related  items have been  allocated  to the business  segments  based on
        revenues of the segment.

        The  geographic  distributions  of the  Company's  identifiable  assets,
        operating income and revenues are summarized in the following table:

<TABLE>
<CAPTION>
                                Americas European High Per-
                                Business Business formance
                                Group    Group    Elastomers Other Consolidation
                                -----    -----    ---------- ----- ------------
                                                (in thousands)
Three months ended
  March 26, 2000:
<S>                              <C>       <C>      <C>       <C>      <C>
Revenue from external customers  $16,578   $ 8,680  $ 6,605   $2,079   $ 33,942
Intersegment sales ............    1,800       212      --       --       2,012
Operating income ..............     (724)      182      (33)     399       (176)
Identifiable assets ...........   64,112    47,523   35,149      688    147,472

Three months ended
  March 28, 1999:
Revenue from external customers  $33,707   $ 8,010  $ 1,133   $1,607   $ 44,457
Intersegment sales ............    1,089       243     --       --        1,332
Operating income ..............    2,734       278       44      384      3,440
Identifiable assets ...........   58,410    38,061    3,452    1,132    101,055

Nine months ended
 March 26, 2000:
Revenue from external customers  $50,361   $25,705  $ 9,224   $5,799   $ 91,089
Intersegment sales ............    3,886       685      --       --       4,571
Operating income ..............    1,847       969      128    1,394      4,338
Identifiable assets ...........   64,112    47,523   35,149      688    147,472

Nine months ended
  March 28, 1999:
Revenue from external customers  $66,783   $22,878  $ 3,512   $4,408   $ 97,581
Intersegment sales ............    3,484       772     --       --        4,256
Operating income ..............    4,920     1,408      172      890      7,390
Identifiable assets ...........   58,410    38,061    3,452    1,132    101,055

</TABLE>
                                       12
<PAGE>
                               CHEMFAB CORPORATION
             Notes to Consolidated Financial Statements (continued)
                                 March 26, 2000

Note 7 - Segment Reporting (continued):

The  following  is the  reconciliation  from Segment  Reporting to  Consolidated
Results:

                                     Three Months Ended      Nine Months Ended
                                     ------------------      -----------------
                                     March 26,  March 28,   March 26,  March 28,
                                      2000        1999        2000       1999
                                    --------    --------    --------    ------
                                                   (in thousands)
Revenue
Total external revenues
   for reportable segments ......... $ 31,863   $ 42,850    $ 85,292   $ 93,173
Intersegment revenues for reportable
   segments ........................    2,012      1,332       4,571      4,256
Other ..............................    2,079      1,607       5,797      4,408
Elimination of Intersegment
   Revenue .........................    (2012)    (1,332)     (4,571)    (4,256)
                                      -------    -------     -------     ------
Total consolidated revenues ........ $ 33,942   $ 44,457    $ 91,089   $ 97,581
                                      =======    =======     =======    =======

Operating profit
Total operating income
  for reportable segment ........... $   (176)   $ 3,440    $  4,338   $  7,390
Interest charged on capital employed    3,377      1,604       6,417      4,732
Net interest (expense) .............     (717)      (360)       (836)      (231)
                                      -------     -------    --------    -------
Income before income taxes ......... $  2,484    $ 4,684    $  9,919   $ 11,891
                                      =======     ======     =======    =======


Note 8 - Related Parties

The Company's  Board of Directors (with Mr. McGill  abstaining)  negotiated and,
upon  recommendation  of its Compensation  Committee,  approved  entering into a
consulting  relationship  with Mr. Robert  McGill,  who currently  serves on the
Company's  Board  of  Directors  and is the  Chairman  of  the  Company's  Audit
Committee.  On  February  29,  2000,  the  Company  accordingly  entered  into a
Consulting  Agreement  with Mr.  McGill  to  reflect  the terms  negotiated  and
approved by the Board. The Consulting Agreement requires that Mr. McGill provide
various ongoing financial advisory and planning services to the Company from and
after February 29, 2000. In  consideration  for these consulting  services,  Mr.
McGill was awarded a one-time,  non-qualified  stock  option to purchase  15,000
shares of the  Company's  Common  stock at a price of  $14.375  per  share  (the
closing  price on the  date  the  Board of  Directors  approved  the  Consulting
Agreement).  This option  vests at a rate of 25% per year,  commencing  with the
first 25% on March 1, 2000 and  continuing on each  anniversary of that date for
the ensuing three years.  The Consulting  Agreement also requires the Company to
pay Mr.  McGill  $12,000.00 up front and to reimburse  reasonable  out of pocket
expenses  incurred in the  performance  of consulting  services.  The Consulting
Agreement  continues  in effect,  but may be  cancelled  by either  party with
thirty days' notice.
                                       13
<PAGE>
                               CHEMFAB CORPORATION
             Notes to Consolidated Financial Statements (continued)
                                 March 26, 2000


Note 9 - Special Charge

The Company  booked a special  pre-tax  charge in fiscal year 1999  amounting to
$3,986,000 for streamlining its European manufacturing operations, consolidating
its  acquired  fabricating  distributors  in Germany  and changes to a marketing
agreement. The remaining accrual balance as of March 26, 2000 was as follows:

                                                                Accrued
                                             Amounts      Restructuring Charge
                                Charge  Utilized to Date  As of March 26, 2000
                                ------  ----------------  --------------------
                                              (in thousands)

Employee termination and
   severance costs .....        $1,213       $  777           $  436
Exit costs .............         1,128          735              393
Write downs - noncash ..           853          853               --
Market agreement costs .           792          792               --
                                 -----        -----            -----
                                $3,986       $3,157           $  829
                                 =====        =====            =====

Note 10 - Commitments and Contingencies:

         The Company  acquired  UroQuest  on December  27, 1999 (see Note 2). On
         October 7, 1999, UroQuest received notice that it was being sued in the
         District  Court of Hidalgo  County,  Texas,  92  District,  for alleged
         product  liability and failure to warn, in connection  with the alleged
         failure of a pediatric tracheotomy tube and an asserted wrongful death,
         by,  among  others,  the  parents of  Jasmine  Marie  Casas  (deceased)
         individually  and  on  behalf  of  Ms.  Casas'  estate.   The  case  is
         encaptioned  Victoriano Casas IV, et. al v. Smiths  Industries PLC, et.
         al.,  C-4754-99-A.  The Company is  currently  investigating  the facts
         underlying the complaint and intends to defend itself  vigorously.  The
         Company does not believe that the  disposition  of this matter,  to the
         extent not covered by insurance, will have a material adverse effect on
         the Company's financial  condition or results of operations.  There can
         be no assurance  that the Company will not  experience  other  material
         litigation with respect to the operation of its business.

         Various other lawsuits and claims are pending or have been  asserted by
         and against the Company, including matters previously disclosed by the
         Company in its Form 10-K for the year ended June 30, 1999.  Although
         the outcome of such matters cannot be predicted with certainty and some
         lawsuits or claims may be disposed of unfavorably to the Company,
         management believes that the disposition of its current legal
         proceedings to the extent not covered by insurance, will not have a
         material adverse effect on the  Company's financial condition and
         results of operations.
                                       14
<PAGE>
                               CHEMFAB CORPORATION
             Notes to Consolidated Financial Statements (continued)
                                 March 26, 2000


Note 11 - Euro Currency:

         On January 1,  1999,  eleven of the  fifteen  member  countries  of the
         European  Union  adopted  the  Euro as  their  common  legal  currency.
         Following  the  introduction  of the  Euro,  the local  currencies  are
         scheduled to remain legal tender in the  participating  countries until
         January 1, 2002. During the transition  period,  goods and services may
         be paid for by using  either  the Euro or the  participating  country's
         local currency.

         Transitioning  to the Euro  creates a number of issues for the  Company
         including  pricing  policies,   financial   contracts,   conversion  of
         accounting systems,  conversion of bank accounts and other treasury and
         cash management activities.

         The Company had  previously  used the Pound  Sterling as its functional
         currency  for its U.K.  and Irish  operations.  Its German and  Spanish
         operations  have   historically   used  the  local  currency  as  their
         functional currencies.

         The Company's Irish operation used the Pound Sterling as its functional
         currency,  mainly  because of the  traditional  link  between the Pound
         Sterling  and the Irish Punt and  because a  significant  amount of the
         Company's purchases and sales were in Pounds Sterling.

         In January 1999, Ireland adopted the Euro as its common legal currency,
         and its traditional link with the Pound Sterling was severed. The Irish
         currency has therefore moved  independently of the Pound Sterling since
         then.  In addition,  the Company is now  requiring its major vendors to
         invoice  goods and  services in the Euro  currency  or a  participating
         local currency.  The Company generally prices its Irish products either
         in the Euro currency or a participating country currency.

         As a result of these  changes,  effective  July 1,  1999,  the  Company
         adopted the Euro as its  functional  currency for its Irish  operation.
         The Company  elected  not to  re-measure  and  restate  the  previously
         reported financial  statement,  because the Euro did not exist prior to
         January 1, 1999.  The  Company's  U.K.  operation  continues to use the
         Pound Sterling as its functional currency. The Company cautions readers
         that prior trends,  relationships and comparisons may therefore may not
         be appropriate.

                                       15
<PAGE>


Item II              Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                        Three Months Ended March 26, 2000

Net Sales

The Company's  consolidated sales for the three months ended March 26, 2000, the
third quarter of fiscal 2000, decreased 23.7% to $33,942,000 from $44,457,000 in
the same  quarter  last year.  Shipments of the  Company's  Engineered  Products
worldwide  increased  33.8% over the year  earlier  period  while  shipments  of
architectural  products  decreased 77.9%.  Measured in constant foreign currency
rates, consolidated revenue would have decreased by 22.0%. Included in the prior
year  third  quarter  revenues  were  $16,631,000  from the Tent  City  project.
Excluding  revenues from the Tent City,  and  excluding  revenue from the Bivona
acquisition  (see Note 2) in the current  quarter,  consolidated  revenues would
have increased by 3.4% over the prior year.

The Americas Business segment sales (which include all Engineered  Product sales
from the Company's U.S.  manufacturing plants, into principal geographic markets
in the Americas and  Architectural  Product sales worldwide)  decreased 50.8% to
$16,578,000 from $33,707,000 for the same quarter last year. This sales decrease
resulted from lower Architectural  Product sales in the quarter than in the same
period last year which included $16,631,000 of Tent City revenues.

The European Business segment sales (which include all Engineered  Product sales
from the Company's European  manufacturing plants;  principal geographic markets
are Europe and Africa)  increased 8.4% to $8,680,000 from $8,010,000 in the same
quarter last year.  Acquisitions completed last year contributed $927,000 of the
increased revenue in the European Business segment. Measured in constant foreign
currency rates, European Business segment sales would have increased by 17.9%.

Sales in the Company's High Performance  Elastomers  Business segment  increased
483.0% to  $6,605,000  from  $1,133,000  in the same  quarter  last  year.  This
increase included  $5,172,000 of revenues from the Bivona  acquisition.  Without
the Bivona acquisition,  revenues would have increased 26.5% over the prior year
period.

Sales in the Company's  Other  Business  segment,  which includes all Engineered
Product sales to the Far East,  increased 29.4% to $2,079,000 from $1,607,000 in
the same quarter last year.  This  increase  was due to a  strengthening  of the
economies in certain Asian countries, as well as increased market penetration in
China and Japan.

Gross Profit Margins
Gross profit  margins as a percentage of  consolidated  sales were 34.7% for the
quarter,  up from 30.9% for the third quarter of last year.  Excluding the lower
margin  from the Tent City  project in the prior year and higher  margin  Bivona
sales in the current year,  margins would have decreased by 2.4%.  This decrease
was due to the large  level of unusual  manufacturing  variances  in the current
quarter.
                                       16
<PAGE>

Selling, Administrative, Research and Development Expenses

Selling,  general and administrative  expenses decreased 2.4% to $7,150,000 from
$7,328,000  in the same  quarter  last year.  This  decrease  resulted  from the
combined  effects of the higher  cost  structure  in place  (including  goodwill
amortization  of $681,000 and $428,000 for the quarter  ended March 26, 2000 and
March 28, 1999 respectively) to support the Company's newly acquired  businesses
in  Germany,  France,  Brazil and United  States,  and the  decrease  of selling
expenses from the level associated with the Tent City project in the prior year.
Selling, general and administrative expenses as a percentage of sales was 21.1%,
up from 16.5% the third  quarter of last year.  This  increase  on a  percentage
basis is principally due to the lower revenues in the current year quarter.

Research and development  expenses were $1,353,000 compared to last year's level
of $1,273,000. This level of spending, at approximately 4% of total revenues, is
consistent with recent,  as well as planned,  levels of research and development
spending. The higher costs are primarily attributable to new product development
activities.

Interest Expense, Net

The Company had net interest expense of $717,000 for the quarter compared to net
interest expense of $360,000 for the same quarter last year, largely as a result
of borrowings made to fund acquisitions.

                        Nine Months Ended March 26, 2000
Net Sales

The  Company's  consolidated  sales for the nine  months  ended  March 26,  2000
decreased 6.7% to $91,089,000  from  $97,581,000 over the same period last year.
Shipments of the Company's  Engineered  Products worldwide  increased 19.6% over
the year earlier while  shipments of  architectural  products  decreased  77.6%.
Measured in constant  foreign  currency rates,  consolidated  revenue would have
decreased by 4.5%.  Measured in constant  currency,  excluding revenues from the
Tent City project in the prior year,  revenues on a year-to-date basis increased
by  19.8%.  Approximately  12.4%  or  $9,680,000  of this  increase  relates  to
acquisitions completed since the third quarter last year.

The Americas Business segment sales (which include all Engineered  Product sales
from the Company's U.S.  manufacturing  plants into principal geographic markets
in the Americas and  Architectural  Product sales worldwide)  decreased 24.6% to
$50,361,000  from $66,783,000 for the same period last year. This sales decrease
resulted from the inclusion in the prior year period of  $19,797,000 of revenues
from the Tent City project.

The European Business segment sales (which include all Engineered  Product sales
from the Company's European  manufacturing plants;  principal geographic markets
are Europe and Africa)  increased 12.4% to $25,705,000  from  $22,878,000 in the
same period last year.  Acquisitions  completed last year contributed $3,813,000
of the increased revenue in the European Business segment.  Measured in constant
foreign  currency  rates,  sales for the European  Business  segment  would have
increased  22.3%.  Measured in constant  currency  and  excluding  the effect of
acquisitions, revenues would have increased by 4.8%.
                                       17
<PAGE>
Sales in the Company's High Performance  Elastomers  Business Segment  increased
162.6% to $9,224,000 from $3,512,000 in the same period last year. This increase
includes $5,172,000 of revenues from the Bivona acquisition.  Without the Bivona
acquisition revenues would have increased 15.4% over the prior year period.

Sales in the Company's  Other  Business  segment,  which includes all Engineered
Product sales to the Far East,  increased 31.6% to $5,799,000 from $4,408,000 in
the same  period  last year.  This  increase  is due to a  strengthening  of the
economy in certain Asian countries,  more favorable currency exchange rates, and
increased market share.

Gross Profit Margins

Gross profit  margins as a percentage of  consolidated  sales were 34.9% for the
nine months ended March 26, 2000,  up from 32.4% last year.  Excluding the lower
margins from the Tent City project in the prior year and higher  Bivona sales in
the current year,  margins would have decreased 1%. This decrease was due to the
large level of unusual  manufacturing  variances in the third  quarter of fiscal
2000.

Selling, General and Administrative Expenses

Selling,  general and administrative expenses increased 7.8% to $17,947,000 from
$16,653,000  in the same  period  last  year.  Increased  selling,  general  and
administration  expenditures  resulted  from  the  effects  of the  higher  cost
structure in place (including goodwill amortization of $1,632,000 and $1,086,000
for the period ended March 26, 2000 and March 28, 1999  respectively) to support
the  Company's  newly  acquired  businesses in Germany,  France,  Brazil and the
United States.  Selling,  general and administrative expenses as a percentage of
sales were 19.7%, up from last year's level of 17.1% due to the increased levels
of spending and to the lower level of revenues in the current year.

Research and Development Expenses

Research and development  expenses were $2,934,000 compared to last year's level
of $2,930,000. This level of spending, at approximately 3% of total revenues, is
consistent with recent,  as well as planned,  levels of research and development
spending.

Other Expense (Income)

The Company had net other  expense of $198,000  for the nine months  ended March
26, 2000. This consisted principally of period costs related to the streamlining
of the  European  manufacturing  operations.  Other  income in the year  earlier
period was mainly comprised of currency gains.

Interest Expense, net

The Company had net interest expense of $836,000 for the nine months ended March
26, 2000  compared to net interest  expense of $231,000 for the same period last
year.  The  increase is the result of a lower  average cash balance and interest
expense associated with bank debt incurred to fund the acquisitions.
                                       18
<PAGE>
                         Liquidity and Capital Resources

During the nine months ended March 26, 2000, the Company generated $9,300,000 of
cash from  operations,  up from $6,446,000 in the same period of the prior year.
Also,  during  the nine  months  ended  March 26,  2000,  the  Company  invested
$4,191,000 in property,  plant and equipment additions,  and expended $4,920,000
to  repurchase  stock  under its share  repurchase  program.  The  Company  also
received $656,000 in cash proceeds and related tax benefits from the exercise of
stock options  during this period.  On December 27,  1999,the  Company  borrowed
$30,000,000 under the term loan for the UroQuest  acquisition (see Notes 2 and 3
of the accompanying financial statements).

Working capital  increased to $27,972,000  from $27,555,000 at the end of fiscal
1999.  As of March 26,  2000,  the Company  had a line of credit of  $30,000,000
under  its  borrowing   facility.   As  of  March  26,  2000,  the  Company  had
approximately $16,559,000 available under this facility.

Management  believes that the  combination of cash on hand,  cash expected to be
generated from operations, and the available credit facility will be adequate to
finance  operations  during  fiscal  2000  and to deal  with  any  contingencies
described in Note 10 to the Consolidated Financial Statements.

                           Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in
this Form 10-Q are forward-looking  statements within the meaning of the Private
Securities  Litigation  Reform Act of 1995, as amended.  Investors are cautioned
that forward-looking statements are inherently uncertain. Actual performance and
results may differ  materially  from those projected or suggested due to certain
risks and  uncertainties,  including  the  integration,  and where  appropriate,
consolidation  of  the  UroQuest  transaction  and  other  acquisitions  already
completed.  Additional  information  concerning  certain risks and uncertainties
that could cause results to differ  materially from those projected or suggested
is contained  in the  Company's  Annual  Report on Form 10-K for the fiscal year
ended  June 30,  1999  which has been filed  with the  Securities  and  Exchange
Commission.  The  forward-looking  statements  contained  herein  represent  the
Company's  judgment  as of the date of this  filing,  and the  Company  cautions
readers not to place undue reliance on such statements.













                                       19
<PAGE>
                           Part II. Other Information

Item 1.    Legal Proceedings

         The Company  acquired  UroQuest  on December  27, 1999 (see Note 2). On
         October 7, 1999, UroQuest received notice that it was being sued in the
         District  Court of Hidalgo  County,  Texas,  92  District,  for alleged
         product  liability and failure to warn, in connection  with the alleged
         failure of a pediatric tracheotomy tube and an asserted wrongful death,
         by,  among  others,  the  parents of  Jasmine  Marie  Casas  (deceased)
         individually  and  on  behalf  of  Ms.  Casas'  estate.   The  case  is
         encaptioned  Victoriano Casas IV, et. al v. Smiths  Industries PLC, et.
         al.,  C-4754-99-A.  The Company is  currently  investigating  the facts
         underlying the complaint and intends to defend itself  vigorously.  The
         Company does not believe that the  disposition  of this matter,  to the
         extent not covered by insurance, will have a material adverse effect on
         the Company's financial  condition or results of operations.  There can
         be no assurance  that the Company will not  experience  other  material
         litigation with respect to the operation of its business.

         Various other lawsuits and claims are pending or have been asserted by
         and against the Company, including matters previously  disclosed by the
         Company in its Form 10-K for the year ended June 30,  1999.  Although
         the outcome of such matters cannot be predicted with certainty and some
         lawsuits or claims may be disposed of unfavorably to the Company,
         management believes that the disposition of its current legal
         proceedings to the extent not covered by insurance, will not have a
         material adverse effect on the Company's financial condition and
         results of operations.

Item 5.  Other Matters

         Certain Relationships and Related Transactions

         The Company's Board of Directors (with Mr.McGill abstaining) negotiated
         and,  upon  recommendation  of its  Compensation  Committee,  approved
         entering into a consulting  relationship  with Mr. Robert McGill,  who
         currently  serves  on the  Company's  Board  of  Directors  and is the
         Chairman of the Company's Audit  Committee.  On February 29, 2000, the
         Company  accordingly  entered  into a  Consulting  Agreement  with Mr.
         McGill to reflect the terms  negotiated and approved by the Board. The
         Consulting  Agreement requires that Mr. McGill provide various ongoing
         financial advisory and planning services to the Company from and after
         February 29, 2000. In consideration for these consulting services, Mr.
         McGill was awarded a one-time,  non-qualified stock option to purchase
         15,000 shares of the Company's  Common stock at a price of $14.375 per
         share (the closing  price on the date the Board of Directors  approved
         the  Consulting  Agreement).  This  option  vests at a rate of 25% per
         year, commencing with the first 25% on March 1, 2000 and continuing on
         each  anniversary  of that  date  for the  ensuing  three  years.  The
         Consulting  Agreement  also  requires  the  Company to pay Mr.  McGill
         $12,000.00 up front and to reimburse reasonable out of pocket expenses
         incurred in the  performance  of consulting  services.  The Consulting
         Agreement  continues  in effect,  but may be cancelled by either party
         with thirty days' notice.
                                       20
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

     (a)    Exhibits

            10(a)(11)  Registration  Statement on Form S-8 dated March 31, 2000;
            is incorporated herein by reference.

            10b(10) Amendment No. 1 to $20,000,000 Credit Agreement by and
            between Chemfab Corporation as borrower and The First National
            Bank of Boston and The Bank of Ireland  as  lenders,  as filed
            with  the  Company's  Quarterly  Report  on Form  10-Q for the
            period ending September 26, 1999, is incorporated herein by
            reference.

            10b(11)  $60,000,000  Credit  Agreement by and between Chemfab
            Corporation  as borrower and Brown  Brothers  Harriman,  Fleet
            Bank  NH,   Citizens  Bank  New  Hampshire  and  Bank  of  New
            Hampshire,  as filed with the Company's Current Report on Form
            8-K on January 11, 2000, is incorporated herein by reference.

            10b(12)  Consulting  Agreement dated February 29, 2000 between
            Chemfab Corporation and Chemfab Director, Mr. Robert McGill.

            (27) Financial Data Schedule

     (b)    Reports on Form 8-K

            The Company filed a Current Report Form 8-K on January 11, 2000.

            The Company filed a Current Report Form 8-K/A on March 13, 2000.


                                       21
<PAGE>
                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                           CHEMFAB CORPORATION




Date:  May 10, 2000                        /s/ John W. Verbicky
                                           --------------------
                                           John W. Verbicky, President,
                                           Chief Executive Officer and Director
                                           (Principal Executive Officer)

Date:  May 10, 2000                        /s/ Laurence E. Richard
                                           -----------------------
                                           Laurence E. Richard
                                           Chief Financial Officer and Treasurer
                                           (Principal Financial Officer)

 Date:  May 10, 2000                       /s/ Hilary A. Arwine
                                           --------------------
                                           Hilary A. Arwine
                                           Corporate Controller
                                           (Principal Accounting Officer)













                                       22
<PAGE>


                              CONSULTING AGREEMENT

         This Consulting Agreement (this "Agreement"),  dated as of the 29th day
of February, 2000, is by and between Chemfab Corporation, a Delaware corporation
with its principal place of business at 701 Daniel Webster  Highway,  Merrimack,
New Hampshire,  on behalf of itself and each of its  subsidiaries  (hereinafter,
individually  and  collectively,  the  "Company"),  and Robert E. McGill III, an
individual  residing at 295 Hancock Road,  Williamstown,  MA 01267 (hereinafter,
"Consultant").

         WHEREAS,  the  Company  desires to procure  the  benefit of  additional
financial  advisory  and  planning  services to be rendered in working  with the
Company's  independent  auditors  and with  management  from  time to time  (the
"Financial Services").

         WHEREAS,  the Company  recognizes  that such  Financial  Services  will
likely best be procured  over time from various  sources that are both  internal
and external to the Company.

         WHEREAS,  the Company further  recognizes  that the Financial  Services
will involve  substantial  attention  to  financial  review and planning in many
aspects of the Company's business;

         WHEREAS,  Consultant  is highly  qualified  to assist  the  Company  in
rendering  Financial  Services due to his experience,  knowledge and contacts in
the fields of accounting and corporate finance;

         WHEREAS, Consultant has been providing Financial Services advice to the
Company since  approximately  March 1999,  and the Company  desires  formally to
engage the services of Consultant to assist it in Financial Services; and

         WHEREAS, Consultant desires to provide said services to the Company as
an independent contractor to the Company;

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
undertakings hereinafter set forth, the parties hereto agree as follows:

       ss.1.   Consulting Relationship.
               -----------------------

       ss.1.1 Freedom to Contract.  Consultant  represents  that he is free to
enter into this Agreement, that he has not made and will not make any agreements
in conflict with this  Agreement,  and will not disclose to the Company,  or use
for the Company's benefit, any trade secrets or confidential  information now or
hereafter in Consultant's possession which is the property of any other party.
<PAGE>

       ss.1.2 Independent Contractor.  This Agreement shall be construed as an
independent  contractor's  agreement  for  all  purposes.  Consultant  shall  be
independent  and not an  employee  of the  Company  or of any  affiliate  of the
Company,  and subject to the provisions of Section 2,  Consultant  shall control
the location and timing of the performance of his services hereunder. Consultant
and the Company are not partners or joint  ventures with each other with respect
to the matters  subject to this  Agreement and nothing herein shall be construed
so as to make them such partners or joint  ventures or to impose any  obligation
or liability as such on them.

       ss.2.   Services Provided.
               -----------------

       ss.2.1 Consulting  Services.  In accordance with the provisions of this
Agreement,  Consultant  shall  provide  consulting  services upon request of the
Company at mutually  convenient  time or times (at an expected  average  monthly
time  commitment  of   approximately   24  hours),   specifically  by  providing
suggestions,  direction,  evaluation  and assistance to the Company in Financial
Services.  These  consulting  services shall be separate from and in addition to
Consultant's duties as a Director of the Company,  whether as a Board member, as
a Board committee member or chairperson, or otherwise.  Consultant shall provide
these consulting  services to the Company primarily through telephonic and other
communications  (and, when convenient for both parties,  meetings with the Chief
Executive  Officer of the Company,  and such other Officers as designated by him
and with the Company's  independent  auditors).  Consultant  hereby accepts such
engagement upon the terms and conditions set forth herein.

       ss.2.2 Secretarial  Support.  The Company shall provide secretarial and
administrative support to Consultant on a limited, as-needed basis, particularly
during such times as Consultant is performing services at the Company's offices,
but only to the extent that such support is reasonably  available  from existing
resources within the Company.

       ss.3.   Compensation, Expenses and Taxes.
               --------------------------------

       ss.3.1  Consultant  Fee and Expenses.  The Company shall pay Consultant
$12,000 in respect of the Financial Services rendered during the past 12 months.
For the remaining term of this Agreement, the Company shall reimburse Consultant
for documented, reasonable out-of-pocket expenses incurred in the performance of
consulting   services  hereunder,   provided  that  Consultant's   requests  for
reimbursement (together with reasonable supporting  documentation) are submitted
to the Company within forty-five (45) days after the date on which such expenses
were incurred.

       ss.3.2  Grant of Options.
               ----------------

                  (a)  As of  February  29,  2000,  the  Company  hereby  grants
Consultant,  subject to Sections  3.2(b) and 3.3 below, a  non-qualified  option
<PAGE>
(the "Option") to purchase  fifteen  thousand  (15,000)  shares of the Company's
Common Stock, to vest in accordance with the following schedule:

                                Date                  Number of Shares
                                ----                  ----------------
                           March 1, 2000                3,750 (25%)
                           March 1, 2001                3,750 (25%)
                           March 1, 2002                3,750 (25%)
                           March 1, 2003                3,750 (25%)

                  (b) The  Option  granted  however  is subject to the terms and
conditions  of (I) the  Company's  Third  Amended and Restated 1991 Stock Option
Plan,  as amended  (the  "Plan"),  (ii) the separate  Nonstatutory  Stock Option
Agreement  (Director  Consultant form) dated as of February 29, 2000 between the
Company and the Consultant;  and (iii) the other terms and conditions herein. No
Option  granted  hereunder  shall vest after the  effective  date hereof  unless
Consultant (x) continues to serve as of the pertinent  vesting date set forth in
Section 3.2(a) above  (herein,  a "Vesting  Date"),  both as a consultant to the
Company and as member of the Board,  and (y) in his  capacity as  Consultant,  a
director of the  Company,  or  otherwise,  is eligible on the date of vesting of
such Option to exercise  non-qualified stock options under the Plan in effect on
such date.  The number of shares for which Options are granted  pursuant to this
Section 3.2, and the number of shares for which any Option is exercisable, shall
be automatically  adjusted, as appropriate,  to account for any stock dividends,
stock  splits or  contractions,  reclassifications,  or  similar  changes in the
Company's Common Stock.

      ss.3.3 Terms of the Option. Any Option shall (I) be granted pursuant to
the  Plan as a  non-qualified  option,  (ii)  have an  exercise  price  equal to
$14.375,  and (iii) vest pursuant to the schedule  outlined in the  Nonstatutory
Stock Option Agreement dated February 29, 2000.

      ss.3.4 Responsibility for Taxes. All compensation  (including the grant
of Options) to be paid to Consultant  hereunder shall be paid without  deduction
or withholding  of any federal,  state,  local or foreign taxes,  and Consultant
shall be solely  responsible for and pay all federal,  state,  local and foreign
taxes  due with  respect  thereto  and all  other  deductions  required  by law.
Consultant agrees to indemnify the Company and hold it harmless from and against
any liability, cost or expense (including,  without limitation,  court costs and
attorney's  fees) resulting from  Consultant's  breach of his obligations  under
this  Section  3.4.  The  Company  shall have the right to set off  against  any
payments  owing to Consultant any amounts owed to the Company by Consultant as a
result of any breach of Consultant's obligations under this Section 3.4.
      ss.4.   Term.
               ----

      ss.4.1  General.  This Agreement shall take effect as of the date first
above written,  and shall remain in effect for so long as Consultant continue to
<PAGE>
serve both as a Consultant  to the Company and as a director,  or until  earlier
terminated under the provisions of this Section 4. This Agreement may be renewed
or extended by mutual written agreement of the parties.

      ss.4.2  Survival of Certain  Provisions.  The  provisions  of the
following  sections  shall  survive the  termination  of this Agreement:  4 and
6.  Furthermore,  termination  of this  Agreement shall not affect any other
obligations of either party that have accrued prior to or as of the date of
termination.

       ss.4.3  Termination.  The Company shall have the right upon thirty (30)
days' notice to terminate this Agreement  without cause (as defined below),  and
immediately  upon  notice to  terminate  this  Agreement  with cause (as defined
below),  with no  compensation to accrue or to be owing in respect of any period
after the  effective  date of such  termination  and no liability of any kind to
accrue on account of such termination. For the purposes of this Section 4.3, the
term "cause" shall mean a breach of this Agreement by Consultant.

       ss.5. Confidentiality and Assignment of Inventions. Simultaneously with
the  execution  of this  Agreement,  the  parties  hereto  shall  enter  into an
Independent  Contractor  Confidentiality and Assignment of Inventions Agreement,
substantially in the form of Exhibit A hereto (the "Confidentiality Agreement").
Such Confidentiality Agreement shall survive any termination of this Agreement.

       ss.6.   Provisions of General Application.
               ---------------------------------

       ss.6.1  Governing Law. This Agreement and the rights and obligations of
the parties hereunder shall be construed, interpreted and determined in
accordance with the laws of the State of New Hampshire.

       ss.6.2  Counterparts.  This  Agreement may be executed in any number of
counterparts,  each of  which  shall  be an  original  and all of  which,  taken
together, shall constitute one and the same instrument.  In making proof of this
Agreement it shall not be necessary to produce or account for more than one such
counterpart.

       ss.6.3 Entire Agreement. This Agreement,  including the Confidentiality
Agreement, represents the entire understanding and agreement between the parties
as to the subject matter hereof. No prior,  concurrent or subsequent  agreement,
whether written or oral, shall be construed to change,  amend,  alter, repeal or
invalidate this Agreement,  unless this Agreement is specifically  identified in
and made subject to such other written agreement.

      ss.6.4  Amendment.  This  Agreement may  be  amended only  by  a  written
instrument executed in one or more counterparts by the parties hereto.

      ss.6.5 Waiver.  No consent to or waiver of any breach or default in the
performance  of any  obligation  hereunder  shall be deemed or construed to be a
<PAGE>
consent to or waiver of any other breach or default in the performance of any of
the same or any other obligation hereunder.  Failure on the part of either party
to  complain  of any act or failure to act of the other  party or to declare the
other party in default,  irrespective of the duration of such failure, shall not
constitute  a waiver  of  rights  hereunder  and no  waiver  hereunder  shall be
effective  unless it is in writing,  executed by the party waiving the breach or
default hereunder.

       ss.6.6  Headings.  The  headings of sections  and  subsections  of this
Agreement have been inserted for  convenience of reference only and shall not be
deemed to be a part of this  Agreement  or to affect  the  meaning of any of its
provisions.

       ss.6.7 Severability. If any provision of this Agreement shall, in whole
or in part,  prove to be invalid for any reason,  such  invalidity  shall affect
only the portion of such  provision  which  shall be  invalid,  and in all other
respects this Agreement shall stand as if such invalid provision, or the invalid
portion thereof, had not been a part hereof.

       ss.6.8  Notices  and  Other  Communications.   All  notices  and  other
communications  required  hereunder  shall be  effective  if in  writing  and if
delivered by hand or set via U.S. mail or telecopier  (a) if to  Consultant,  at
his residence  address first set forth above, and (b) if to the Company,  at its
principal  business  address first set forth above,  or to such other persons or
addresses  as the parties  hereto may  specify by a written  notice to the other
from time to time.

       IN WITNESS WHEREOF, this Agreement has been executed by the Company, by
its duly  authorized  officer,  and by  Consultant,  as of the date first  above
written.
                                         CHEMFAB CORPORATION



                                          By:  /S/ John W. Verbicky
                                          John W. Verbicky
                                          President and Chief Operating Officer


                                          CONSULTANT


                                          By: /S/ Robert E. McGill  III
                                          Robert E. McGill III, Individually