<PAGE>   1
       As filed with the Securities and Exchange Commission on February 14, 2001

Registration No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                               WMS INDUSTRIES INC.
             (Exact name of Registrant as specified in its charter)


           DELAWARE                                  36-2814522
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

               800 SOUTH NORTHPOINT BOULEVARD, WAUKEGAN, IL 60085
   (Address, including zip code, of Registrant's principal executive offices)


                           --------------------------

                             2000 STOCK OPTION PLAN
                            (Full title of the Plan)

                           --------------------------


                              Orrin J. Edidin, Esq.
             Executive Vice President, Secretary and General Counsel
                               WMS Industries Inc.
                         800 South Northpoint Boulevard
                            Waukegan, Illinois 60085
                                 (847) 785-3000
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                    Copy to:

                             Jeffrey N. Siegel, Esq.
                              Shack & Siegel, P.C.
                                530 Fifth Avenue
                            New York, New York 10036
                                 (212) 782-0700


<PAGE>   2


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================
                                                              PROPOSED MAXIMUM      PROPOSED MAXIMUM     AMOUNT OF
          TITLE OF SECURITIES               AMOUNT TO BE       OFFERING PRICE          AGGREGATE        REGISTRATION
            TO BE REGISTERED               REGISTERED (1)         PER SHARE          OFFERING PRICE         FEE
---------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                      <C>                <C>                <C>
Common Stock, par value $.50(2)(3)        1,000,000 shares         $19.72             $19,720,000        $4,930(4)
=====================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416 under the Securities Act of 1933, this
         registration statement also covers an indeterminable number of shares
         of common stock which may become issuable pursuant to the anti-dilution
         provisions of the 2000 Stock Option Plan (the "Plan").

(2)      In accordance with a Rights Agreement entered into between the
         registrant and The Bank of New York, dated as of March 5, 1998, each
         share of common stock is accompanied by certain stock purchase rights.

(3)      The fee with respect to shares issuable upon the exercise of options
         available for grant under the Plan is computed, in accordance Rule
         457(h)(1) under the Securities Act, based on the average of the high
         and low prices of the registrant's common stock reported on the New
         York Stock Exchange on February 13, 2001.

(4)      $2,106.31 was paid with registration statement no. 2-82186, relating to
         1,551,452 shares of common stock; $8,995.07 was paid with registration
         statement no. 33-48363, relating to 1,701,845 shares of common stock;
         $16,325.33 was paid with registration statement no. 33-79146, relating
         to 2,198,902 shares of common stock; $12,584.47 was paid with
         registration statement no. 333-06021, relating to 1,644,455 shares of
         common stock; $4,608.45 was paid with registration statement no.
         333-48697, relating to 515,360 shares of common stock; $905.65 was paid
         with registration statement no. 333-57585, relating to 1,000,000 shares
         of common stock; and $7,543.00 was paid with registration statement no.
         333-46726, relating to 1,750,000 shares of common stock. These shares
         are being carried forward in the combined reoffer prospectus being
         filed herewith (to the extent that they are or may be control or
         restricted securities). See the Rule 429 note below.

================================================================================

         As permitted by Rule 429 under the Securities Act of 1933, the
prospectus filed together with this registration statement shall be deemed to be
a combined resale prospectus which shall also relate to the registrant's
registration statements numbered 2-82186, 33-48363, 33-79146, 333-06021,
333-48697, 333-57585 and 333-46726, each on Form S-8.

                                EXPLANATORY NOTE

         Registration statements numbered 2-82186, 33-48363, 33-79146,
333-06021, 333-48697, 333-57585 and 333-46726 were filed previously with the SEC
by the registrant to register shares of its common stock, par value $.50 per
share: (a) issued or issuable under its 1982 Employee Stock Option Plan, as
amended, its 1991 Stock Option Plan, as amended, its 1993 Stock Option Plan, as
amended, its 1994 Stock Option Plan, as amended, its 1998 Non-Qualified Stock
Option Plan and its 2000 Non-Qualified Stock Option Plan (collectively, the "WMS
Plans") and (b) issued to optionholders in connection with the 1998 spinoff of
registrant's interest in Midway Games Inc. in accordance with the antidilution
provisions of the WMS Plans. This registration statement is being filed to: (1)
register the shares of common stock issuable under the registrant's 2000 Stock
Option Plan (the "Plan") and (2) file a prospectus, as permitted by Form S-8
General Instruction C and Rule 429 under the Securities Act, to be used for
reoffers and resales by directors and executive officers of WMS of shares
purchased under any of the WMS Plans or the Plan.

                                       2
<PAGE>   3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified by Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1) under the
Securities Act.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2000 and Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 2000 and December 31, 2000, and the description of the
registrant's common stock contained in the registrant's registration statement
on Form 8-A (File No. 1-8300) filed on January 21, 1982 pursuant to Section
12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), including all
exhibits thereto, are incorporated herein by reference and made a part of this
registration statement as of the date hereof.

         All documents subsequently filed by the registrant under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective date of this
registration statement and prior to the termination of the offering of the
common stock offered hereby shall be deemed to be incorporated by reference into
this registration statement and to be a part hereof from the date of filing of
those documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the issuance of the shares of common stock offered
hereby will be passed upon for the registrant by Shack & Siegel, P.C., 530 Fifth
Avenue, New York, New York 10036. As of February 13, 2001 shareholders of Shack
& Siegel, P.C. held options to purchase 25,000 shares of common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The registrant's authority to indemnify its officers and directors is
governed by the provisions of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), by the Amended and Restated Bylaws of the
registrant, as amended (the "Bylaws"), by the Restated Certificate of
Incorporation, as amended, of the registrant (the "Certificate of
Incorporation") and by certain indemnification agreements entered into with
officers and directors (the "Indemnity Agreements").

         Under Section 145 of the DGCL, directors and officers as well as other
employees and individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil,

                                       3
<PAGE>   4

criminal, administrative or investigative (other than an action by or in the
right of the corporation (a "derivative action")) if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and the DGCL
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the registrant.

         The Certificate of Incorporation and Bylaws of the registrant provide
that the registrant shall, to the fullest extent permitted by Section 145 of the
DGCL, (i) indemnify any and all persons whom it shall have power to indemnify
under said section from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said section, and (ii) advance
expenses related thereto to any and all said persons. The indemnification and
advancement of expenses provided for therein shall not be deemed to be exclusive
of any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in their official capacities and as to action in another capacity
while holding such offices, and shall continue as to persons who have ceased to
be directors, officers, employees or agents and shall inure to the benefit of
the heirs, executors and administrators of such person. In addition, the
Certificate of Incorporation of the registrant provides for the elimination of
personal liability of directors of the registrant to the registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director, to
the fullest extent permitted by the DGCL, as amended and supplemented.

         Each Indemnity Agreement provides for the indemnification of the
officer or director, to the fullest extent permitted by the laws of the State of
Delaware, and obligate the registrant to provide the maximum protection allowed
under Delaware law. In addition, each Indemnity Agreement supplements and
increases such protection in certain respects.

         The registrant has purchased a Directors, Officers and Corporate
liability insurance policy. The policy covers up to an aggregate amount of $20
million for losses of directors and officers of the registrant arising from
claims made against the directors or officers for any actual or alleged wrongful
act in their capacities as directors or officers of the registrant. The policy
also covers losses of the registrant for securities claims made against the
registrant and for the amount of any indemnification paid to directors and
officers, in each case up to the aggregate limit of $20 million.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO.    DESCRIPTION
-----------    -----------

    4.1        Restated Certificate of Incorporation of the Registrant dated
               February 17, 1987; Certificate of Amendment dated January 28,
               1993; and Certificate of Correction dated May 4, 1994, all
               incorporated by reference to Exhibit 3(a) to the Registrant's
               Annual Report on Form 10-K for the year ended June 30, 1994.

                                       4
<PAGE>   5

    4.2        Rights Agreement, dated March 5, 1998 between the Registrant and
               The Bank of New York, as Rights Agent, incorporated by reference
               to Exhibit 1 to the Registrant's Registration Statement on Form
               8-A, as filed with the Commission on March 25, 1998.

    4.3        Certificate of Amendment to the Certificate of Incorporation of
               the Registrant, as filed with the Secretary of State of the State
               of Delaware on February 25, 1998, incorporated by reference to
               Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended March 31, 1998.

    4.4        By-Laws of the Registrant, as amended and restated through June
               26, 1996, incorporated by reference to Exhibit 3(b) to the
               Registrant's Annual Report on Form 10-K for the year ended June
               30, 1996.

    5          Opinion of Shack & Siegel, P.C., counsel for the Registrant.

   23.1        Consent of Shack & Siegel, P.C. (contained in the Opinion filed
               as Exhibit 5 hereto).

   23.2        Consent of Ernst & Young LLP.

   24          Power of Attorney (contained on the signature page hereof).

ITEM 9.  UNDERTAKINGS.

         a.    The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

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

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

                   (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section l3 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

               (2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       5
<PAGE>   6

               (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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         h.    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                       6
<PAGE>   7

RESALE PROSPECTUS


                               WMS INDUSTRIES INC.


                                1,830,419 SHARES

                          COMMON STOCK, PAR VALUE $.50



     We design, manufacture and market gaming equipment. Our principal executive
office is located at 800 South Northpoint Boulevard, Waukegan, Illinois 60085,
telephone no. (847) 785-3000.

     Our common stock is listed on the New York Stock Exchange under the symbol
"WMS".

     Our officers and directors who are listed on page 3 below as "selling
stockholders" may sell up to the number of shares of our common stock listed in
the "Shares to be Sold" column opposite their names. Selling stockholders may
sell any of these shares at any time, but they are not required to sell any
shares. The selling stockholders acquired or may acquire the shares to be
offered by exercising stock options granted to them under our stock option plans
or as an adjustment to their options under our plans.


                             ----------------------


                   PLEASE SEE "RISK FACTORS" ON PAGE 2 BELOW.


                             ----------------------


     Neither the Securities and Exchange Commission nor any state securities
      commission has approved or disapproved of these securities or passed
              upon the accuracy or adequacy of this prospectus. Any
              representation to the contrary is a criminal offense.


                             ----------------------




                The date of this prospectus is February 14, 2001

<PAGE>   8

                              ABOUT THIS PROSPECTUS

     This prospectus relates to 1,830,419 shares (the "Shares") of our common
stock. The selling stockholders described in this prospectus may sell the Shares
until we terminate this offering. As used in this prospectus, the terms "we,"
"us," "our" and "WMS" mean WMS Industries Inc., a Delaware corporation, and its
subsidiaries, unless the context indicates a different meaning.

     We have agreed to pay the expenses incurred in registering the Shares,
including legal and accounting fees.

     Most of the information about us that you need to know before you invest in
the Shares is not included in this prospectus. You should obtain and read the
information described below under the headings "Documents Incorporated by
Reference" and "Where You Can Find More Information" in order to get all the
important information about WMS.

                                  RISK FACTORS

     Some of the information incorporated by reference in this prospectus
contains "forward-looking statements," within the meaning of the federal
securities laws. These statements describe our beliefs concerning future
business conditions and the outlook for WMS based on currently available
information. Our actual results could differ materially from those described in
the forward-looking statements due to a number of risks and uncertainties. These
risk factors include the following:

     -    the financial strength of the gaming industry;
     -    the expansion of legalized gaming into new markets;
     -    legislative and regulatory changes in existing gaming markets;
     -    the success of new games and new technologies that we develop and
          introduce;
     -    our ability to maintain the scheduling of our planned introductions;
     -    software malfunctions discovered after a machine is widely
          distributed;
     -    technical obsolescence of widely used electronic components; and
     -    our ability to qualify for and maintain gaming licenses and approvals;

as well as the more detailed descriptions and other items set forth under "Item
1. Business - Risk Factors" in our annual report on Form 10-K and in any more
recent documents incorporated in this prospectus by reference.

                                 USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of the common stock
offered by this prospectus, but we will receive the exercise price upon the
exercise of any options by the selling stockholders. We plan to use any such
proceeds for working capital purposes.

                              SELLING STOCKHOLDERS

     This prospectus relates to Shares that are being registered for reoffers
and resales by selling stockholders who have acquired or may acquire Shares
pursuant to our stock option plans. The selling stockholders may resell any or
all of the Shares at any time they choose while this prospectus is effective.

     Executive officers and directors, their family members, trusts for their
benefit, or entities that they own, that acquire common stock under the Plans
may be added to the selling stockholder list below by a prospectus supplement
filed with the SEC. The number of Shares to be sold by any selling stockholder
under this prospectus also may be increased or decreased by a prospectus
supplement. Non-affiliates who

                                       2
<PAGE>   9

purchased restricted securities, as these terms are defined in Rule 144(a) under
the Securities Act, under any of our employee benefit plans and who are not
named below may use this prospectus for the offer or sale of their common stock
if they hold 1,000 shares or less. Although a person's name is included in the
table below, neither that person nor we are making an admission that the named
person is our "affiliate."

     The information in the table below sets forth, for each selling
stockholder, based upon information available to us as of February 12, 2001, the
number of shares of our common stock beneficially owned before and after the
sale of the Shares, the maximum number of Shares to be sold and the percentage
of the outstanding shares of our common stock owned before and after the sale of
the Shares. We have not been informed whether any selling stockholders intend to
sell any Shares. The inclusion of Shares in the table below does not constitute
a commitment to sell any Shares.

<TABLE>
<CAPTION>
                                                                                   Shares         Percent of Class (2)
                                            Amount and Nature                   Beneficially     ---------------------
                                              of Beneficial   Shares to be      Owned After       Before        After
Name and Position                             Ownership (2)     Sold (1)          Offering       Offering     Offering
-----------------                             -------------     --------          --------       --------     --------
<S>                                           <C>               <C>             <C>               <C>         <C>
Louis J. Nicastro                              8,655,832(3)      500,000         8,155,832(3)      26.9%       25.4%
    Chairman of the Board of Directors
    and Chief Executive Officer

Neil D. Nicastro                               8,126,214(4)       25,000         8,101,214(4)      25.7%       25.6%
    Director

Brian R. Gamache                                   5,000         350,000             5,000          *           *
    President and
    Chief Operating Officer

Scott D. Schweinfurth                              1,000         175,000             1,000          *           *
    Executive Vice President, Chief
    Financial Officer and Treasurer

Orrin J. Edidin                                    7,500(5)      210,000                 0          *           0
    Executive Vice President, Secretary
    and General Counsel

Robert R. Rogowski                                 1,000(6)       47,700                 0          *           0
    Vice President of Finance
    and Controller

Norman J. Menell                                  62,902(7)       60,686             2,216          *           *
    Vice Chairman of the Board of
    Directors

William C. Bartholomay                            92,486(8)       73,686            18,800          *           *
    Director

David M. Satz, Jr.                                51,000(9)       50,000             1,000          *           *
    Director

William E. McKenna                               101,280(8)       98,686             2,594          *           *
    Director

Harvey Reich                                      46,921(10)      45,731             1,190          *           *
    Director

Ira S. Sheinfeld                                 143,930(11)     143,930                 0          *           0
    Director

Donna B. More                                     50,000(12)      50,000                 0          *           0
    Director
</TABLE>

-----------------------
*  Less than 1%

                                       3
<PAGE>   10

(1)  Represents the maximum number of Shares that could be sold under this
     prospectus if the holder sold all of his or her Shares, exercised all of
     his or her options when vested and sold the underlying Shares. Does not
     constitute a commitment to sell any or all of the stated number of Shares.
     The number of Shares to be sold shall be determined from time to time by
     each Selling Stockholder in his or her discretion.

(2)  Based on 31,653,940 shares outstanding as of February 9, 2001. Shares
     issuable upon the exercise of options exercisable by a person within 60
     days are deemed to be outstanding with respect to the calculation of that
     person's percent of class.

(3)  Includes 8,101,200 shares owned by Sumner M. Redstone and National
     Amusements, Inc. for which the reporting person has shared voting power but
     no dispositive power. Prior to offering, also includes 500,000 shares
     underlying stock options. Louis J. Nicastro is the father of Neil D.
     Nicastro.

(4)  Includes 8,101,200 shares owned by Sumner M. Redstone and National
     Amusements, Inc. for which the reporting person has shared voting power but
     no dispositive power. Prior to offering, also includes 25,000 shares
     underlying stock options. Neil Nicastro was our President, Chief Executive
     Officer and Chief Operating Officer prior to April 6, 1998.

(5)  Includes 7,500 shares underlying stock options.

(6)  Includes 1,000 shares underlying stock options.

(7)  Includes 54,955 shares underlying stock options and 5,731 shares acquired
     pursuant to the anti-dilution provisions of our stock option plans.

(8)  Includes 87,955 shares underlying stock options and 10,731 shares acquired
     pursuant to the anti-dilution provisions of our stock option plans.

(9)  Includes 50,000 shares underlying stock options.

(10) Includes 35,000 shares underlying stock options and 10,731 shares acquired
     pursuant to the anti-dilution provisions of our stock option plans.

(11) Includes 125,728 shares underlying stock options and 18,202 shares acquired
     pursuant to the anti-dilution provisions of our stock option plans.

(12) Represents 50,000 shares underlying stock options.

                              PLAN OF DISTRIBUTION

     The selling stockholders may sell the common stock only for their own
accounts. The Shares will be listed on the New York Stock Exchange, subject to
official notice of issuance. The selling stockholders, their donees or other
transferees and successors in interest permitted to use Form S-8, under General
Instruction A of Form S-8, may sell or transfer common stock for value in one or
more transactions on the New York Stock Exchange (or any successor stock
exchange), in negotiated transactions or in a combination of these methods of
sale, at market prices prevailing at the time of sale, at prices related to
those market prices or at prices otherwise negotiated.

     The selling stockholders may effect transactions by selling Shares to or
through broker-dealers. Those broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the selling
stockholders and/or the purchasers of the Shares for whom the broker-dealers may
act as agents, which compensation may be more or less than customary
commissions. None of the selling stockholders, at the date of this prospectus,
has made any agreement, arrangement or understanding with any broker or dealer
to sell any of the Shares. All selling and other expenses incurred by individual
selling stockholders will be borne by those selling stockholders.

                                       4
<PAGE>   11

     Each Share is sold together with stock purchase rights. These rights are
described in a registration statement on Form 8-A (File No. 1-8300) which we
filed with the SEC on March 5, 1998. See "Documents Incorporated by Reference."

     We do not know whether or not any of the selling stockholders will sell any
or all of their Shares under this prospectus. We may terminate this offering
without notice at any time.

                                  LEGAL MATTERS

     The validity of the Shares has been passed upon by our counsel, Shack &
Siegel, P.C., New York, New York. As of February 13, 2001, shareholders of Shack
& Siegel, P.C. hold options to purchase 25,000 shares of our common stock.

                                     EXPERTS

     Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our annual report on Form 10-K for
the year ended June 30, 2000, as set forth in their report, which is
incorporated in this prospectus by reference. Our consolidated financial
statements are incorporated by reference in reliance on their report, given on
their authority as experts in accounting and auditing.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The SEC allows us to "incorporate by reference" into this prospectus the
information that we file with the SEC. This means that we can disclose important
information to you by referring you to those documents. Information incorporated
by reference is part of this prospectus. Information that we file at a future
date with the SEC will update and supersede this information. For further
information about WMS Industries Inc. and our common stock, please read the
documents incorporated by reference below.

     We incorporate by reference the documents listed below and all documents
that we file in the future with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the termination of this offering:

     -    our annual report on Form 10-K for the fiscal year ended June 30,
          2000;

     -    our quarterly report on Form 10-Q for the fiscal quarter ended
          September 30, 2000; and

     -    the description of our common stock contained in our registration
          statement on Form 8-A (File No. 1-8300) filed on January 21, 1982.

     We will provide to each person, including any beneficial owner, to whom
this prospectus is delivered, a copy of any or all of the information that we
have incorporated by reference in this prospectus. You may request copies of
this information in writing or orally, and we will provide it at no cost. You
may contact us at our principal executive office: 800 South Northpoint
Boulevard, Waukegan, Illinois 60085 (847) 785-3000, Attention: General Counsel.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed eight registration statements, and amendments to them, on
Form S-8 with the SEC concerning the Shares: File Nos. 333-__________ (filed on
February 14, 2001), 333-46726, 333-57585, 333-48698, 2-82186, 33-48363, 33-79146
and 333-06021. This prospectus constitutes a part of each of these registration
statements. We also file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy the registration
statements and any materials that we file at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549.

                                       5
<PAGE>   12

You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Our documents may also be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005. The SEC
maintains an Internet site that contains reports, proxy and information
statements and other information about issuers, including us, that file
electronically with the SEC. The SEC's web site is located at: www.sec.gov.




                                       6
<PAGE>   13

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waukegan, State of Illinois on this 12th day of
February, 2001.

                                        WMS INDUSTRIES INC.

                                        By: /s/ Louis J. Nicastro
                                            ----------------------------
                                            Louis J. Nicastro
                                            Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature to this Registration Statement appears below
hereby appoints Louis J. Nicastro and Orrin J. Edidin, and each of them acting
singly, as his or her attorney-in-fact, to sign on his or her behalf
individually and in the capacity stated below and to file all amendments and
post-effective amendments to this Registration Statement, which amendment or
amendments may make such changes and additions to this Registration Statement as
such attorney-in-fact may deem necessary or appropriate.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                DATE                        TITLE
---------                                ----                        -----
<S>                                      <C>                         <C>
/s/ Louis J. Nicastro                    February 12, 2001           Chairman of the Board of Directors and Chief
-------------------------------                                      Executive Officer (Principal Executive Officer)
Louis J. Nicastro

/s/ Scott D. Schweinfurth                February 12, 2001           Executive Vice President, Chief Financial
-------------------------------                                      Officer and Treasurer (Principal Financial and
Scott D. Schweinfurth                                                Principal Accounting Officer)

/s/ Norman J. Menell                     February 12, 2001           Vice Chairman of the Board of Directors
-------------------------------
Norman J. Menell

/s/ Neil D. Nicastro                     February 12, 2001           Director
-------------------------------
Neil D. Nicastro

/s/ David M. Satz, Jr.                   February 12, 2001           Director
-------------------------------
David M. Satz, Jr.

/s/ William C. Bartholomay               February 12, 2001           Director
-------------------------------
William C. Bartholomay

/s/ William E. McKenna                   February 12, 2001           Director
-------------------------------
William E. McKenna

/s/ Harvey Reich                         February 12, 2001           Director
-------------------------------
Harvey Reich

/s/ Ira Sheinfeld                        February 12, 2001           Director
-------------------------------
Ira Sheinfeld

/s/ Donna B. More                        February 12, 2001           Director
-------------------------------
Donna B. More
</TABLE>

<PAGE>   14

                                  EXHIBIT INDEX


EXHIBIT
NUMBER         DESCRIPTION
------         -----------

  4.1          Restated Certificate of Incorporation of the Registrant dated
               February 17, 1987; Certificate of Amendment dated January 28,
               1993; and Certificate of Correction dated May 4, 1994, all
               incorporated by reference to Exhibit 3(a) to the Registrant's
               Annual Report on Form 10-K for the year ended June 30, 1994.

  4.2          Rights Agreement, dated March 5, 1998 between the Registrant and
               The Bank of New York, as Rights Agent, incorporated by reference
               to Exhibit 1 to the Registrant's Registration Statement on Form
               8-A, as filed with the Commission on March 25, 1998.

  4.3          Certificate of Amendment to the Certificate of Incorporation of
               the Registrant, as filed with the Secretary of State of the State
               of Delaware on February 25, 1998, incorporated by reference to
               Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended March 31, 1998.

  4.4          By-Laws of the Registrant, as amended and restated through June
               26, 1996, incorporated by reference to Exhibit 3(b) to the
               Registrant's Annual Report on From 10-K for the year ended June
               30, 1996.

  5            Opinion of Shack & Siegel, P.C., counsel for Registrant.

 23.1          Consent of Shack & Siegel, P.C. (contained in the Opinion filed
               as Exhibit 5 hereto).

 23.2          Consent of Ernst & Young LLP.

 24            Power of Attorney (contained on the signature page hereof).
[{"type": "S-8", "sequence": "1", "filename": "c60105s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 41212}]
{"company-data": {"conformed-name": "WMS INDUSTRIES INC /DE/", "cik": "0000350077", "assigned-sic": "3990", "irs-number": "362814522", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55574", "film-number": "1542320"}, "business-address": {"street1": "3401 N CALIFORNIA AVE", "city": "CHICAGO", "state": "IL", "zip": "60618", "phone": "3129611111"}, "mail-address": {"street1": "3401 N CALIFORNIA AVE", "city": "CHICAGO", "state": "IL", "zip": "60618"}, "former-company": {"former-conformed-name": "WILLIAMS ELECTRONICS INC", "date-changed": "19870519"}}
1
       As filed with the Securities and Exchange Commission on February 14, 2001

Registration No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               WMS INDUSTRIES INC.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                  36-2814522
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

               800 SOUTH NORTHPOINT BOULEVARD, WAUKEGAN, IL 60085
   (Address, including zip code, of Registrant's principal executive offices)

                           --------------------------

                             2000 STOCK OPTION PLAN
                            (Full title of the Plan)

                           --------------------------

                              Orrin J. Edidin, Esq.
             Executive Vice President, Secretary and General Counsel
                               WMS Industries Inc.
                         800 South Northpoint Boulevard
                            Waukegan, Illinois 60085
                                 (847) 785-3000
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                    Copy to:

                             Jeffrey N. Siegel, Esq.
                              Shack & Siegel, P.C.
                                530 Fifth Avenue
                            New York, New York 10036
                                 (212) 782-0700
2

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                              PROPOSED MAXIMUM      PROPOSED MAXIMUM     AMOUNT OF
          TITLE OF SECURITIES               AMOUNT TO BE       OFFERING PRICE          AGGREGATE        REGISTRATION
            TO BE REGISTERED               REGISTERED (1)         PER SHARE          OFFERING PRICE         FEE
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.50(2)(3)        1,000,000 shares         $19.72             $19,720,000        $4,930(4)
=====================================================================================================================
(1)      Pursuant to Rule 416 under the Securities Act of 1933, this
         registration statement also covers an indeterminable number of shares
         of common stock which may become issuable pursuant to the anti-dilution
         provisions of the 2000 Stock Option Plan (the "Plan").

(2)      In accordance with a Rights Agreement entered into between the
         registrant and The Bank of New York, dated as of March 5, 1998, each
         share of common stock is accompanied by certain stock purchase rights.

(3)      The fee with respect to shares issuable upon the exercise of options
         available for grant under the Plan is computed, in accordance Rule
         457(h)(1) under the Securities Act, based on the average of the high
         and low prices of the registrant's common stock reported on the New
         York Stock Exchange on February 13, 2001.

(4)      $2,106.31 was paid with registration statement no. 2-82186, relating to
         1,551,452 shares of common stock; $8,995.07 was paid with registration
         statement no. 33-48363, relating to 1,701,845 shares of common stock;
         $16,325.33 was paid with registration statement no. 33-79146, relating
         to 2,198,902 shares of common stock; $12,584.47 was paid with
         registration statement no. 333-06021, relating to 1,644,455 shares of
         common stock; $4,608.45 was paid with registration statement no.
         333-48697, relating to 515,360 shares of common stock; $905.65 was paid
         with registration statement no. 333-57585, relating to 1,000,000 shares
         of common stock; and $7,543.00 was paid with registration statement no.
         333-46726, relating to 1,750,000 shares of common stock. These shares
         are being carried forward in the combined reoffer prospectus being
         filed herewith (to the extent that they are or may be control or
         restricted securities). See the Rule 429 note below.

================================================================================

         As permitted by Rule 429 under the Securities Act of 1933, the
prospectus filed together with this registration statement shall be deemed to be
a combined resale prospectus which shall also relate to the registrant's
registration statements numbered 2-82186, 33-48363, 33-79146, 333-06021,
333-48697, 333-57585 and 333-46726, each on Form S-8.

                                EXPLANATORY NOTE

         Registration statements numbered 2-82186, 33-48363, 33-79146,
333-06021, 333-48697, 333-57585 and 333-46726 were filed previously with the SEC
by the registrant to register shares of its common stock, par value $.50 per
share: (a) issued or issuable under its 1982 Employee Stock Option Plan, as
amended, its 1991 Stock Option Plan, as amended, its 1993 Stock Option Plan, as
amended, its 1994 Stock Option Plan, as amended, its 1998 Non-Qualified Stock
Option Plan and its 2000 Non-Qualified Stock Option Plan (collectively, the "WMS
Plans") and (b) issued to optionholders in connection with the 1998 spinoff of
registrant's interest in Midway Games Inc. in accordance with the antidilution
provisions of the WMS Plans. This registration statement is being filed to: (1)
register the shares of common stock issuable under the registrant's 2000 Stock
Option Plan (the "Plan") and (2) file a prospectus, as permitted by Form S-8
General Instruction C and Rule 429 under the Securities Act, to be used for
reoffers and resales by directors and executive officers of WMS of shares
purchased under any of the WMS Plans or the Plan.

                                       2
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified by Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1) under the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2000 and Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 2000 and December 31, 2000, and the description of the
registrant's common stock contained in the registrant's registration statement
on Form 8-A (File No. 1-8300) filed on January 21, 1982 pursuant to Section
12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), including all
exhibits thereto, are incorporated herein by reference and made a part of this
registration statement as of the date hereof.

         All documents subsequently filed by the registrant under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective date of this
registration statement and prior to the termination of the offering of the
common stock offered hereby shall be deemed to be incorporated by reference into
this registration statement and to be a part hereof from the date of filing of
those documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the issuance of the shares of common stock offered
hereby will be passed upon for the registrant by Shack & Siegel, P.C., 530 Fifth
Avenue, New York, New York 10036. As of February 13, 2001 shareholders of Shack
& Siegel, P.C. held options to purchase 25,000 shares of common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The registrant's authority to indemnify its officers and directors is
governed by the provisions of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), by the Amended and Restated Bylaws of the
registrant, as amended (the "Bylaws"), by the Restated Certificate of
Incorporation, as amended, of the registrant (the "Certificate of
Incorporation") and by certain indemnification agreements entered into with
officers and directors (the "Indemnity Agreements").

         Under Section 145 of the DGCL, directors and officers as well as other
employees and individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil,

                                       3
4

criminal, administrative or investigative (other than an action by or in the
right of the corporation (a "derivative action")) if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and the DGCL
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the registrant.

         The Certificate of Incorporation and Bylaws of the registrant provide
that the registrant shall, to the fullest extent permitted by Section 145 of the
DGCL, (i) indemnify any and all persons whom it shall have power to indemnify
under said section from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said section, and (ii) advance
expenses related thereto to any and all said persons. The indemnification and
advancement of expenses provided for therein shall not be deemed to be exclusive
of any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in their official capacities and as to action in another capacity
while holding such offices, and shall continue as to persons who have ceased to
be directors, officers, employees or agents and shall inure to the benefit of
the heirs, executors and administrators of such person. In addition, the
Certificate of Incorporation of the registrant provides for the elimination of
personal liability of directors of the registrant to the registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director, to
the fullest extent permitted by the DGCL, as amended and supplemented.

         Each Indemnity Agreement provides for the indemnification of the
officer or director, to the fullest extent permitted by the laws of the State of
Delaware, and obligate the registrant to provide the maximum protection allowed
under Delaware law. In addition, each Indemnity Agreement supplements and
increases such protection in certain respects.

         The registrant has purchased a Directors, Officers and Corporate
liability insurance policy. The policy covers up to an aggregate amount of $20
million for losses of directors and officers of the registrant arising from
claims made against the directors or officers for any actual or alleged wrongful
act in their capacities as directors or officers of the registrant. The policy
also covers losses of the registrant for securities claims made against the
registrant and for the amount of any indemnification paid to directors and
officers, in each case up to the aggregate limit of $20 million.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO.    DESCRIPTION
-----------    -----------

    4.1        Restated Certificate of Incorporation of the Registrant dated
               February 17, 1987; Certificate of Amendment dated January 28,
               1993; and Certificate of Correction dated May 4, 1994, all
               incorporated by reference to Exhibit 3(a) to the Registrant's
               Annual Report on Form 10-K for the year ended June 30, 1994.

                                       4
5

    4.2        Rights Agreement, dated March 5, 1998 between the Registrant and
               The Bank of New York, as Rights Agent, incorporated by reference
               to Exhibit 1 to the Registrant's Registration Statement on Form
               8-A, as filed with the Commission on March 25, 1998.

    4.3        Certificate of Amendment to the Certificate of Incorporation of
               the Registrant, as filed with the Secretary of State of the State
               of Delaware on February 25, 1998, incorporated by reference to
               Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended March 31, 1998.

    4.4        By-Laws of the Registrant, as amended and restated through June
               26, 1996, incorporated by reference to Exhibit 3(b) to the
               Registrant's Annual Report on Form 10-K for the year ended June
               30, 1996.

    5          Opinion of Shack & Siegel, P.C., counsel for the Registrant.

   23.1        Consent of Shack & Siegel, P.C. (contained in the Opinion filed
               as Exhibit 5 hereto).

   23.2        Consent of Ernst & Young LLP.

   24          Power of Attorney (contained on the signature page hereof).

ITEM 9.  UNDERTAKINGS.

         a.    The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

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

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

                   (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section l3 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

               (2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       5
6

               (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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         h.    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
7

RESALE PROSPECTUS

                               WMS INDUSTRIES INC.

                                1,830,419 SHARES

                          COMMON STOCK, PAR VALUE $.50

     We design, manufacture and market gaming equipment. Our principal executive
office is located at 800 South Northpoint Boulevard, Waukegan, Illinois 60085,
telephone no. (847) 785-3000.

     Our common stock is listed on the New York Stock Exchange under the symbol
"WMS".

     Our officers and directors who are listed on page 3 below as "selling
stockholders" may sell up to the number of shares of our common stock listed in
the "Shares to be Sold" column opposite their names. Selling stockholders may
sell any of these shares at any time, but they are not required to sell any
shares. The selling stockholders acquired or may acquire the shares to be
offered by exercising stock options granted to them under our stock option plans
or as an adjustment to their options under our plans.

                             ----------------------

                   PLEASE SEE "RISK FACTORS" ON PAGE 2 BELOW.

                             ----------------------

     Neither the Securities and Exchange Commission nor any state securities
      commission has approved or disapproved of these securities or passed
              upon the accuracy or adequacy of this prospectus. Any
              representation to the contrary is a criminal offense.

                             ----------------------

                The date of this prospectus is February 14, 2001
8

                              ABOUT THIS PROSPECTUS

     This prospectus relates to 1,830,419 shares (the "Shares") of our common
stock. The selling stockholders described in this prospectus may sell the Shares
until we terminate this offering. As used in this prospectus, the terms "we,"
"us," "our" and "WMS" mean WMS Industries Inc., a Delaware corporation, and its
subsidiaries, unless the context indicates a different meaning.

     We have agreed to pay the expenses incurred in registering the Shares,
including legal and accounting fees.

     Most of the information about us that you need to know before you invest in
the Shares is not included in this prospectus. You should obtain and read the
information described below under the headings "Documents Incorporated by
Reference" and "Where You Can Find More Information" in order to get all the
important information about WMS.

                                  RISK FACTORS

     Some of the information incorporated by reference in this prospectus
contains "forward-looking statements," within the meaning of the federal
securities laws. These statements describe our beliefs concerning future
business conditions and the outlook for WMS based on currently available
information. Our actual results could differ materially from those described in
the forward-looking statements due to a number of risks and uncertainties. These
risk factors include the following:

     -    the financial strength of the gaming industry;
     -    the expansion of legalized gaming into new markets;
     -    legislative and regulatory changes in existing gaming markets;
     -    the success of new games and new technologies that we develop and
          introduce;
     -    our ability to maintain the scheduling of our planned introductions;
     -    software malfunctions discovered after a machine is widely
          distributed;
     -    technical obsolescence of widely used electronic components; and
     -    our ability to qualify for and maintain gaming licenses and approvals;

as well as the more detailed descriptions and other items set forth under "Item
1. Business - Risk Factors" in our annual report on Form 10-K and in any more
recent documents incorporated in this prospectus by reference.

                                 USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of the common stock
offered by this prospectus, but we will receive the exercise price upon the
exercise of any options by the selling stockholders. We plan to use any such
proceeds for working capital purposes.

                              SELLING STOCKHOLDERS

     This prospectus relates to Shares that are being registered for reoffers
and resales by selling stockholders who have acquired or may acquire Shares
pursuant to our stock option plans. The selling stockholders may resell any or
all of the Shares at any time they choose while this prospectus is effective.

     Executive officers and directors, their family members, trusts for their
benefit, or entities that they own, that acquire common stock under the Plans
may be added to the selling stockholder list below by a prospectus supplement
filed with the SEC. The number of Shares to be sold by any selling stockholder
under this prospectus also may be increased or decreased by a prospectus
supplement. Non-affiliates who

                                       2
9

purchased restricted securities, as these terms are defined in Rule 144(a) under
the Securities Act, under any of our employee benefit plans and who are not
named below may use this prospectus for the offer or sale of their common stock
if they hold 1,000 shares or less. Although a person's name is included in the
table below, neither that person nor we are making an admission that the named
person is our "affiliate."

     The information in the table below sets forth, for each selling
stockholder, based upon information available to us as of February 12, 2001, the
number of shares of our common stock beneficially owned before and after the
sale of the Shares, the maximum number of Shares to be sold and the percentage
of the outstanding shares of our common stock owned before and after the sale of
the Shares. We have not been informed whether any selling stockholders intend to
sell any Shares. The inclusion of Shares in the table below does not constitute
a commitment to sell any Shares.
Shares         Percent of Class (2)
                                            Amount and Nature                   Beneficially     ---------------------
                                              of Beneficial   Shares to be      Owned After       Before        After
Name and Position                             Ownership (2)     Sold (1)          Offering       Offering     Offering
-----------------                             -------------     --------          --------       --------     --------
Louis J. Nicastro                              8,655,832(3)      500,000         8,155,832(3)      26.9%       25.4%
    Chairman of the Board of Directors
    and Chief Executive Officer

Neil D. Nicastro                               8,126,214(4)       25,000         8,101,214(4)      25.7%       25.6%
    Director

Brian R. Gamache                                   5,000         350,000             5,000          *           *
    President and
    Chief Operating Officer

Scott D. Schweinfurth                              1,000         175,000             1,000          *           *
    Executive Vice President, Chief
    Financial Officer and Treasurer

Orrin J. Edidin                                    7,500(5)      210,000                 0          *           0
    Executive Vice President, Secretary
    and General Counsel

Robert R. Rogowski                                 1,000(6)       47,700                 0          *           0
    Vice President of Finance
    and Controller

Norman J. Menell                                  62,902(7)       60,686             2,216          *           *
    Vice Chairman of the Board of
    Directors

William C. Bartholomay                            92,486(8)       73,686            18,800          *           *
    Director

David M. Satz, Jr.                                51,000(9)       50,000             1,000          *           *
    Director

William E. McKenna                               101,280(8)       98,686             2,594          *           *
    Director

Harvey Reich                                      46,921(10)      45,731             1,190          *           *
    Director

Ira S. Sheinfeld                                 143,930(11)     143,930                 0          *           0
    Director

Donna B. More                                     50,000(12)      50,000                 0          *           0
    Director
-----------------------
*  Less than 1%

                                       3
10

(1)  Represents the maximum number of Shares that could be sold under this
     prospectus if the holder sold all of his or her Shares, exercised all of
     his or her options when vested and sold the underlying Shares. Does not
     constitute a commitment to sell any or all of the stated number of Shares.
     The number of Shares to be sold shall be determined from time to time by
     each Selling Stockholder in his or her discretion.

(2)  Based on 31,653,940 shares outstanding as of February 9, 2001. Shares
     issuable upon the exercise of options exercisable by a person within 60
     days are deemed to be outstanding with respect to the calculation of that
     person's percent of class.

(3)  Includes 8,101,200 shares owned by Sumner M. Redstone and National
     Amusements, Inc. for which the reporting person has shared voting power but
     no dispositive power. Prior to offering, also includes 500,000 shares
     underlying stock options. Louis J. Nicastro is the father of Neil D.
     Nicastro.

(4)  Includes 8,101,200 shares owned by Sumner M. Redstone and National
     Amusements, Inc. for which the reporting person has shared voting power but
     no dispositive power. Prior to offering, also includes 25,000 shares
     underlying stock options. Neil Nicastro was our President, Chief Executive
     Officer and Chief Operating Officer prior to April 6, 1998.

(5)  Includes 7,500 shares underlying stock options.

(6)  Includes 1,000 shares underlying stock options.

(7)  Includes 54,955 shares underlying stock options and 5,731 shares acquired
     pursuant to the anti-dilution provisions of our stock option plans.

(8)  Includes 87,955 shares underlying stock options and 10,731 shares acquired
     pursuant to the anti-dilution provisions of our stock option plans.

(9)  Includes 50,000 shares underlying stock options.

(10) Includes 35,000 shares underlying stock options and 10,731 shares acquired
     pursuant to the anti-dilution provisions of our stock option plans.

(11) Includes 125,728 shares underlying stock options and 18,202 shares acquired
     pursuant to the anti-dilution provisions of our stock option plans.

(12) Represents 50,000 shares underlying stock options.

                              PLAN OF DISTRIBUTION

     The selling stockholders may sell the common stock only for their own
accounts. The Shares will be listed on the New York Stock Exchange, subject to
official notice of issuance. The selling stockholders, their donees or other
transferees and successors in interest permitted to use Form S-8, under General
Instruction A of Form S-8, may sell or transfer common stock for value in one or
more transactions on the New York Stock Exchange (or any successor stock
exchange), in negotiated transactions or in a combination of these methods of
sale, at market prices prevailing at the time of sale, at prices related to
those market prices or at prices otherwise negotiated.

     The selling stockholders may effect transactions by selling Shares to or
through broker-dealers. Those broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the selling
stockholders and/or the purchasers of the Shares for whom the broker-dealers may
act as agents, which compensation may be more or less than customary
commissions. None of the selling stockholders, at the date of this prospectus,
has made any agreement, arrangement or understanding with any broker or dealer
to sell any of the Shares. All selling and other expenses incurred by individual
selling stockholders will be borne by those selling stockholders.

                                       4
11

     Each Share is sold together with stock purchase rights. These rights are
described in a registration statement on Form 8-A (File No. 1-8300) which we
filed with the SEC on March 5, 1998. See "Documents Incorporated by Reference."

     We do not know whether or not any of the selling stockholders will sell any
or all of their Shares under this prospectus. We may terminate this offering
without notice at any time.

                                  LEGAL MATTERS

     The validity of the Shares has been passed upon by our counsel, Shack &
Siegel, P.C., New York, New York. As of February 13, 2001, shareholders of Shack
& Siegel, P.C. hold options to purchase 25,000 shares of our common stock.

                                     EXPERTS

     Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our annual report on Form 10-K for
the year ended June 30, 2000, as set forth in their report, which is
incorporated in this prospectus by reference. Our consolidated financial
statements are incorporated by reference in reliance on their report, given on
their authority as experts in accounting and auditing.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The SEC allows us to "incorporate by reference" into this prospectus the
information that we file with the SEC. This means that we can disclose important
information to you by referring you to those documents. Information incorporated
by reference is part of this prospectus. Information that we file at a future
date with the SEC will update and supersede this information. For further
information about WMS Industries Inc. and our common stock, please read the
documents incorporated by reference below.

     We incorporate by reference the documents listed below and all documents
that we file in the future with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the termination of this offering:

     -    our annual report on Form 10-K for the fiscal year ended June 30,
          2000;

     -    our quarterly report on Form 10-Q for the fiscal quarter ended
          September 30, 2000; and

     -    the description of our common stock contained in our registration
          statement on Form 8-A (File No. 1-8300) filed on January 21, 1982.

     We will provide to each person, including any beneficial owner, to whom
this prospectus is delivered, a copy of any or all of the information that we
have incorporated by reference in this prospectus. You may request copies of
this information in writing or orally, and we will provide it at no cost. You
may contact us at our principal executive office: 800 South Northpoint
Boulevard, Waukegan, Illinois 60085 (847) 785-3000, Attention: General Counsel.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed eight registration statements, and amendments to them, on
Form S-8 with the SEC concerning the Shares: File Nos. 333-__________ (filed on
February 14, 2001), 333-46726, 333-57585, 333-48698, 2-82186, 33-48363, 33-79146
and 333-06021. This prospectus constitutes a part of each of these registration
statements. We also file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy the registration
statements and any materials that we file at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549.

                                       5
12

You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Our documents may also be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005. The SEC
maintains an Internet site that contains reports, proxy and information
statements and other information about issuers, including us, that file
electronically with the SEC. The SEC's web site is located at: www.sec.gov.

                                       6
13

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waukegan, State of Illinois on this 12th day of
February, 2001.

                                        WMS INDUSTRIES INC.

                                        By: /s/ Louis J. Nicastro
                                            ----------------------------
                                            Louis J. Nicastro
                                            Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature to this Registration Statement appears below
hereby appoints Louis J. Nicastro and Orrin J. Edidin, and each of them acting
singly, as his or her attorney-in-fact, to sign on his or her behalf
individually and in the capacity stated below and to file all amendments and
post-effective amendments to this Registration Statement, which amendment or
amendments may make such changes and additions to this Registration Statement as
such attorney-in-fact may deem necessary or appropriate.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                DATE                        TITLE
---------                                ----                        -----
/s/ Louis J. Nicastro                    February 12, 2001           Chairman of the Board of Directors and Chief
-------------------------------                                      Executive Officer (Principal Executive Officer)
Louis J. Nicastro

/s/ Scott D. Schweinfurth                February 12, 2001           Executive Vice President, Chief Financial
-------------------------------                                      Officer and Treasurer (Principal Financial and
Scott D. Schweinfurth                                                Principal Accounting Officer)

/s/ Norman J. Menell                     February 12, 2001           Vice Chairman of the Board of Directors
-------------------------------
Norman J. Menell

/s/ Neil D. Nicastro                     February 12, 2001           Director
-------------------------------
Neil D. Nicastro

/s/ David M. Satz, Jr.                   February 12, 2001           Director
-------------------------------
David M. Satz, Jr.

/s/ William C. Bartholomay               February 12, 2001           Director
-------------------------------
William C. Bartholomay

/s/ William E. McKenna                   February 12, 2001           Director
-------------------------------
William E. McKenna

/s/ Harvey Reich                         February 12, 2001           Director
-------------------------------
Harvey Reich

/s/ Ira Sheinfeld                        February 12, 2001           Director
-------------------------------
Ira Sheinfeld

/s/ Donna B. More                        February 12, 2001           Director
-------------------------------
Donna B. More
14

                                  EXHIBIT INDEX

EXHIBIT
NUMBER         DESCRIPTION
------         -----------

  4.1          Restated Certificate of Incorporation of the Registrant dated
               February 17, 1987; Certificate of Amendment dated January 28,
               1993; and Certificate of Correction dated May 4, 1994, all
               incorporated by reference to Exhibit 3(a) to the Registrant's
               Annual Report on Form 10-K for the year ended June 30, 1994.

  4.2          Rights Agreement, dated March 5, 1998 between the Registrant and
               The Bank of New York, as Rights Agent, incorporated by reference
               to Exhibit 1 to the Registrant's Registration Statement on Form
               8-A, as filed with the Commission on March 25, 1998.

  4.3          Certificate of Amendment to the Certificate of Incorporation of
               the Registrant, as filed with the Secretary of State of the State
               of Delaware on February 25, 1998, incorporated by reference to
               Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended March 31, 1998.

  4.4          By-Laws of the Registrant, as amended and restated through June
               26, 1996, incorporated by reference to Exhibit 3(b) to the
               Registrant's Annual Report on From 10-K for the year ended June
               30, 1996.

  5            Opinion of Shack & Siegel, P.C., counsel for Registrant.

 23.1          Consent of Shack & Siegel, P.C. (contained in the Opinion filed
               as Exhibit 5 hereto).

 23.2          Consent of Ernst & Young LLP.

 24            Power of Attorney (contained on the signature page hereof).