AS FILED WITH THE COMMISSION ON NOVEMBER 24, 1999

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1
TO
SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

FERROFLUIDICS CORPORATION
(NAME OF SUBJECT COMPANY)

FERROFLUIDICS CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)

COMMON STOCK, PAR VALUE $.004 PER SHARE
(TITLE OF CLASS OF SECURITIES)

315414 20 1
(CUSIP NUMBER OF CLASS OF SECURITIES)

PAUL F. AVERY, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FERROFLUIDICS CORPORATION
40 SIMON STREET
NASHUA, NEW HAMPSHIRE 03061
(603) 883-9800
(NAME AND ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)

WITH COPIES TO:

STUART M. CABLE, P.C.
JAMES A. MATARESE, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000

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This Amendment No. 1 to the Schedule 14D-9 Solicitation/Recommendation
Statement amends and supplements the Schedule 14D-9 Solicitation/Recommendation
Statement (the "Schedule 14D-9") filed by Ferrofluidics Corporation, a
Massachusetts corporation (the "Company"), relating to the tender offer by
Ferrotec Acquisition, Inc., a Massachusetts corporation (the "Purchaser") and a
wholly-owned subsidiary of Ferrotec Corporation, a corporation organized under
the laws of Japan ("Parent"), to purchase all of the outstanding shares (the
"Shares") of common stock, par value $.004 per share, of the Company, at a price
of $6.50 per Share, net to the seller in cash, without interest thereon, less
applicable withholding taxes, if any, and upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 26, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with the Offer to Purchase, constitutes the "Offer").

The item numbers and responses thereto below are in accordance with the
requirements of Schedule 14D-9 promulgated under the Securities Exchange Act of
1934, as amended. Except as otherwise indicated herein, the information set
forth in the Schedule 14D-9 remains unchanged, and all capitalized terms used
but not defined herein shall have the respective meanings given to them in the
Schedule 14D-9.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

Item 8 is hereby amended and supplemented to add the following:

The Offer expired in accordance with its terms at 12:00 midnight, New York
City time, on November 23, 1999 (the "Expiration Time"). On November 24, 1999,
American Stock Transfer and Trust Company certified that 4,958,626 Shares had
been validly tendered and not withdrawn as of the Expiration Time, representing
approximately 89% of the total outstanding Shares, including 55,660 Shares
tendered pursuant to guaranteed delivery procedures. At such time, the Purchaser
accepted all tendered Shares for payment in the Offer (including Shares subject
to guaranteed delivery procedures).

The Company expects to call a special meeting of stockholders to approve
the Merger. The Company anticipates that the Purchaser will vote all of the
Shares acquired by it pursuant to the Offer in favor of the Merger. Such vote by
Purchaser will be sufficient for the Merger to be approved without the vote of
any other stockholder of the Company.

Pursuant to the Merger Agreement, the Purchaser has designated Nozomu
Yamamoto, Akira Yamamura and Richard R. Cesati, II to serve as directors of the
Company. Paul F. Avery, Jr. and Howard F. Nichols have resigned from the Board
of Directors of the Company. Accordingly, the directors of the Company are Dean
Kamen, Dennis R. Stone and Messrs. Yamamoto, Yamamura and Cesati. In addition,
the following individuals have been elected as officers of the Company:

Richard R. Cesati, II..................... Chief Executive Officer and President
Akira Yamamura............................ Chairman of the Board, Chief Financial Officer,
Treasurer and Clerk
Masako Yatsubashi......................... Assistant Clerk

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

Item 9 is hereby amended and supplemented to add the following:

Exhibit 15 Amendment No. 2 dated as of November 23, 1999 to the
Shareholder Rights Agreement dated as of August 3, 1994 by
and between Ferrofluidics Corporation and American Stock
Transfer and Trust Company, as amended by Amendment dated as
of October 20, 1999.
Exhibit 16 Joint Press Release issued by Ferrofluidics Corporation and
Ferrotec Corporation dated November 24, 1999.
Exhibit 17 Joint Press Release issued by Ferrofluidics Corporation and
Ferrotec Corporation dated November 24, 1999.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

FERROFLUIDICS CORPORATION

By: /s/ PAUL F. AVERY, JR.
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Paul F. Avery, Jr.
President and Chief Executive
Officer

Dated: November 24, 1999

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INDEX TO EXHIBITS

EXHIBIT NO. EXHIBIT
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(a)(15) Amendment No. 2 dated as of November 23, 1999 to the
Shareholder Rights Agreement dated as of August 3, 1994 by
and between Ferrofluidics Corporation and American Stock
Transfer and Trust Company, as amended by Amendment dated as
of October 20, 1999.
(a)(16) Joint Press Release issued by Ferrofluidics Corporation and
Ferrotec Corporation dated November 24, 1999.
(a)(17) Joint Press Release issued by Ferrofluidics Corporation and
Ferrotec Corporation dated November 24, 1999.