<PAGE>   1

    As filed with the Securities and Exchange Commission on February 7, 1996

                                                  Registration No. 33-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            -----------------------
                                                     
                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                            LINDSAY MANUFACTURING CO.              
             ------------------------------------------------------     
             (Exact name of registrant as specified in its charter)


               Delaware                                         47-0554096
   -------------------------------                         -------------------
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                         Identification No.)
                                                     
                                                     
                                                     
        Box 156, East Highway 91                    
           Lindsay, Nebraska                                      68644   
----------------------------------------                       ----------
(Address of principal executive offices)                       (Zip code)



                           LINDSAY MANUFACTURING CO.
                         1991 LONG-TERM INCENTIVE PLAN
                         -----------------------------
                            (Full title of the plan)


              Gary D. Parker                                                   
  President and Chief Executive Officer                                        
        Lindsay Manufacturing Co.                                              
         Box 156, East Highway 91                       (402) 428-2131         
          Lindsay, Nebraska 68644             ----------------------------------
-----------------------------------------     (Telephone number, including area
 (Name and address of agent for service)         code, of agent for service)   
                                              

                                   Copies to: 
                              --------------------     
                              Steven P. Amen, Esq.
                                   Kutak Rock
                               1650 Farnam Street
                             Omaha, Nebraska 68102
                                 (402) 346-6000

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
==========================================================================================================================
                                                           Proposed          Proposed Maximum        Amount of
           Title of Securities        Amount to be     Maximum Offering          Aggregate         Registration
            to be Registered           Registered       Price Per Share       Offering Price            Fee
--------------------------------------------------------------------------------------------------------------------------
            <S>                      <C>                      <C>                   <C>              <C>

             Common Stock,           623,250 Shares           (1)                   (1)              $5,195.00  
            $1.00 par value                                                                      
==========================================================================================================================

</TABLE>

        (1)  Calculated pursuant to Rule  457(h).  Outstanding options
        for a total  of 387,750 shares of common stock may be  exercised at a
        weighted average price of $20.22  per share.  The  exercise price for
        the remaining 235,500  options  which may  be  granted under  the  Plan 
        is not  known  at this  time. Accordingly, the registration  fee for the
        remaining shares  of common stock  is based  on the average  of the high
        and low prices reported on February 2, 1996 which was $ 30.67 per share
        in accordance with Rule 457(c).


       THIS  REGISTRATION STATEMENT  SHALL BECOME  EFFECTIVE UPON  FILING IN
       ACCORDANCE  WITH RULE  462  UNDER THE SECURITIES ACT OF 1933, AS
       AMENDED.




<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

         The following documents, previously filed with the Securities and
Exchange Commission by Lindsay Manufacturing Co. (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

                (a)       the Registrant's Annual Report on Form 10-K for the
         fiscal year ended August 31, 1995;

                 (b)      all other reports filed by the Registrant pursuant to
         Section 13(a) of the Exchange Act since the end of the fiscal year
         covered by the Annual Report on Form 10-K referred to in (a) above;

                 (c)      the description of the Registrant's common stock
         contained in the Registrant's Registration Statement on Form 8-A filed
         with the Securities and Exchange Commission on August 9, 1988.

         Each document filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered herein have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the respective date of filing such documents.

         Any statement contained in a document 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
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such 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.

         Not Applicable.




                                     II-1
<PAGE>   3
ITEM 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation may indemnify its directors and officers
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement that are actually and reasonably incurred by such officers and
directors in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, if, in connection with the matters
in issue, they acted in good faith and in a manner they reasonably believed by
them to be in, or not opposed to, the best interests of the corporation, and,
with respect to any criminal suit or proceeding, they had no reasonable cause
to believe their conduct was unlawful.  If the action is brought by or in the
right of the corporation, such indemnification may only be provided as long as,
in addition to the foregoing, it is not made with respect to any claim, issue
or matter as to which such officer or director has been found liable to the
corporation, unless such indemnification is approved by the court.  Section 145
permits a Delaware corporation to grant its directors and officers additional
rights of indemnification through bylaw provisions and otherwise and to
purchase indemnity insurance on behalf of its directors and officers.

         Pursuant to Article Ninth of the Company's Restated Certificate of
Incorporation, a director of the Company will not be personally liable to the
Company or to its shareholders for monetary damages for any breach of fiduciary
duty by such director other than liability (i) for any breach of the director's
duty of loyalty, (ii) arising out of acts or omissions not taken in good faith
or which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the DGCL (relating to the unlawful payments of
dividends or redemption of stock) or (iv) arising from a transaction from which
the director derived a personal benefit.  In addition, such Article Ninth
provides that the Company may indemnify its officers and directors to the
fullest extent authorized by law, including indemnification under statutory or
case law or pursuant to indemnity agreements or contracts with such persons.

         As permitted by Article Third of its Bylaws, the Company has entered
into Indemnification Agreements with each director and executive officer of the
Company which provide for indemnity on terms consistent with the foregoing.

ITEM 7.  Exemption from Registration Claimed.

         Not Applicable





                                     II-2
<PAGE>   4
ITEM 8.  Exhibits.

         The following is a complete list of exhibits filed as part of this
Registration Statement.  Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.

<TABLE>
<CAPTION>
Exhibit
Number                  Description      
-------          -------------------------
<S>              <C>
4                Specimen Form of Common Stock Certificate, incorporated by reference to Exhibit 4 of Amendment No.3 to
                 the Company's Registration Statement on Form S-1 (Registration No. 33-23084), filed September 23, 1988

5                Opinion and Consent of Kutak Rock

23(a)            Consent of Kutak Rock is contained in its opinion filed as Exhibit 5

23(b)            Consent of Coopers & Lybrand L.L.P.

24               Powers of Attorney included at page S-2 of this
                 Registration Statement are incorporated herein by
                 reference.
</TABLE>

ITEM 9.  Undertakings

         The undersigned Registrant hereby undertakes:

                 (a)(l)   To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement to include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement;

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

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

                 (b)      That, for purposes of determining any liability under
         the Act, each filing of the Registrant's annual report pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
         incorporated by reference in this Registration Statement





                                     II-3
<PAGE>   5
         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)      That, insofar as indemnification for liabilities
arising under the Act may be permitted to directors, officers and controlling
persons of the Registrant as described in Item 6 hereof 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.




                                     II-4
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Lindsay, State of
Nebraska, on this 7th day of February, 1996.


                                        LINDSAY MANUFACTURING CO.


                                        By:  /s/ Gary D. Parker 
                                             -------------------------
                                             Gary D. Parker, Chairman, 
                                             President and Chief
                                             Executive Officer





                                     S-1
<PAGE>   7
                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary D.  Parker, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, to all intents and purposes and
as full as they might or could do in person, hereby ratifying and confirming
all that such attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.

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



<TABLE>
<CAPTION>
                      Signature                                         Title                            Date
                      ---------                                         -----                            ----
<S>                                                       <C>                                      <C>
/s/ Gary D. Parker                                        Chairman, President and Chief            February 7, 1996
-----------------------------------------------------     Executive Officer
Gary D. Parker                                            

/s/ Bruce C. Karsk                                        Vice President--Finance,                 February 7, 1996
-----------------------------------------------------     Treasurer and Secretary,
Bruce C. Karsk                                            Principal Financial and    
                                                          Accounting Officer         
                                                                             
/s/ Howard G. Buffett                                     Director                                 February 7, 1996
-----------------------------------------------------                                                              
Howard G. Buffett                                    

/s/ John W. Croghan                                       Director                                 February 7, 1996
-----------------------------------------------------                                                              
John W. Croghan                                      

/s/ J. David Dunn                                         Director                                 February 7, 1996
-----------------------------------------------------                                                              
J. David Dunn                                        

                                                          Director
-----------------------------------------------------             
George W. Plossl                                   
 
</TABLE> 

 
                                      S-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17617}]
{"company-data": {"conformed-name": "LINDSAY MANUFACTURING CO", "cik": "0000836157", "assigned-sic": "3523", "irs-number": "470554096", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00769", "film-number": "96512359"}, "business-address": {"street1": "BOX 156", "street2": "EAST HIGHWAY 91", "city": "LINDSAY", "state": "NE", "zip": "68644", "phone": "4024282131"}, "mail-address": {"street2": "EAST HIGHWAY 91 POST OFFICE BOX 156", "city": "LINDSAY", "state": "NE", "zip": "68644"}}
1

    As filed with the Securities and Exchange Commission on February 7, 1996

                                                  Registration No. 33-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            -----------------------
                                                     
                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                            LINDSAY MANUFACTURING CO.              
             ------------------------------------------------------     
             (Exact name of registrant as specified in its charter)

               Delaware                                         47-0554096
   -------------------------------                         -------------------
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                         Identification No.)
                                                     
                                                     
                                                     
        Box 156, East Highway 91                    
           Lindsay, Nebraska                                      68644   
----------------------------------------                       ----------
(Address of principal executive offices)                       (Zip code)

                           LINDSAY MANUFACTURING CO.
                         1991 LONG-TERM INCENTIVE PLAN
                         -----------------------------
                            (Full title of the plan)

              Gary D. Parker                                                   
  President and Chief Executive Officer                                        
        Lindsay Manufacturing Co.                                              
         Box 156, East Highway 91                       (402) 428-2131         
          Lindsay, Nebraska 68644             ----------------------------------
-----------------------------------------     (Telephone number, including area
 (Name and address of agent for service)         code, of agent for service)   
                                              

                                   Copies to: 
                              --------------------     
                              Steven P. Amen, Esq.
                                   Kutak Rock
                               1650 Farnam Street
                             Omaha, Nebraska 68102
                                 (402) 346-6000

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                           Proposed          Proposed Maximum        Amount of
           Title of Securities        Amount to be     Maximum Offering          Aggregate         Registration
            to be Registered           Registered       Price Per Share       Offering Price            Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock,           623,250 Shares           (1)                   (1)              $5,195.00  
            $1.00 par value                                                                      
==========================================================================================================================
(1)  Calculated pursuant to Rule  457(h).  Outstanding options
        for a total  of 387,750 shares of common stock may be  exercised at a
        weighted average price of $20.22  per share.  The  exercise price for
        the remaining 235,500  options  which may  be  granted under  the  Plan 
        is not  known  at this  time. Accordingly, the registration  fee for the
        remaining shares  of common stock  is based  on the average  of the high
        and low prices reported on February 2, 1996 which was $ 30.67 per share
        in accordance with Rule 457(c).

       THIS  REGISTRATION STATEMENT  SHALL BECOME  EFFECTIVE UPON  FILING IN
       ACCORDANCE  WITH RULE  462  UNDER THE SECURITIES ACT OF 1933, AS
       AMENDED.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

         The following documents, previously filed with the Securities and
Exchange Commission by Lindsay Manufacturing Co. (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

                (a)       the Registrant's Annual Report on Form 10-K for the
         fiscal year ended August 31, 1995;

                 (b)      all other reports filed by the Registrant pursuant to
         Section 13(a) of the Exchange Act since the end of the fiscal year
         covered by the Annual Report on Form 10-K referred to in (a) above;

                 (c)      the description of the Registrant's common stock
         contained in the Registrant's Registration Statement on Form 8-A filed
         with the Securities and Exchange Commission on August 9, 1988.

         Each document filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered herein have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the respective date of filing such documents.

         Any statement contained in a document 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
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such 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.

         Not Applicable.

                                     II-1
3
ITEM 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation may indemnify its directors and officers
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement that are actually and reasonably incurred by such officers and
directors in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, if, in connection with the matters
in issue, they acted in good faith and in a manner they reasonably believed by
them to be in, or not opposed to, the best interests of the corporation, and,
with respect to any criminal suit or proceeding, they had no reasonable cause
to believe their conduct was unlawful.  If the action is brought by or in the
right of the corporation, such indemnification may only be provided as long as,
in addition to the foregoing, it is not made with respect to any claim, issue
or matter as to which such officer or director has been found liable to the
corporation, unless such indemnification is approved by the court.  Section 145
permits a Delaware corporation to grant its directors and officers additional
rights of indemnification through bylaw provisions and otherwise and to
purchase indemnity insurance on behalf of its directors and officers.

         Pursuant to Article Ninth of the Company's Restated Certificate of
Incorporation, a director of the Company will not be personally liable to the
Company or to its shareholders for monetary damages for any breach of fiduciary
duty by such director other than liability (i) for any breach of the director's
duty of loyalty, (ii) arising out of acts or omissions not taken in good faith
or which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the DGCL (relating to the unlawful payments of
dividends or redemption of stock) or (iv) arising from a transaction from which
the director derived a personal benefit.  In addition, such Article Ninth
provides that the Company may indemnify its officers and directors to the
fullest extent authorized by law, including indemnification under statutory or
case law or pursuant to indemnity agreements or contracts with such persons.

         As permitted by Article Third of its Bylaws, the Company has entered
into Indemnification Agreements with each director and executive officer of the
Company which provide for indemnity on terms consistent with the foregoing.

ITEM 7.  Exemption from Registration Claimed.

         Not Applicable

                                     II-2
4
ITEM 8.  Exhibits.

         The following is a complete list of exhibits filed as part of this
Registration Statement.  Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.
Exhibit
Number                  Description      
-------          -------------------------
4                Specimen Form of Common Stock Certificate, incorporated by reference to Exhibit 4 of Amendment No.3 to
                 the Company's Registration Statement on Form S-1 (Registration No. 33-23084), filed September 23, 1988

5                Opinion and Consent of Kutak Rock

23(a)            Consent of Kutak Rock is contained in its opinion filed as Exhibit 5

23(b)            Consent of Coopers & Lybrand L.L.P.

24               Powers of Attorney included at page S-2 of this
                 Registration Statement are incorporated herein by
                 reference.
ITEM 9.  Undertakings

         The undersigned Registrant hereby undertakes:

                 (a)(l)   To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement to include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement;

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

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

                 (b)      That, for purposes of determining any liability under
         the Act, each filing of the Registrant's annual report pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
         incorporated by reference in this Registration Statement

                                     II-3
5
         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)      That, insofar as indemnification for liabilities
arising under the Act may be permitted to directors, officers and controlling
persons of the Registrant as described in Item 6 hereof 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.

                                     II-4
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Lindsay, State of
Nebraska, on this 7th day of February, 1996.

                                        LINDSAY MANUFACTURING CO.

                                        By:  /s/ Gary D. Parker 
                                             -------------------------
                                             Gary D. Parker, Chairman, 
                                             President and Chief
                                             Executive Officer

                                     S-1
7
                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary D.  Parker, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, to all intents and purposes and
as full as they might or could do in person, hereby ratifying and confirming
all that such attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature                                         Title                            Date
                      ---------                                         -----                            ----
/s/ Gary D. Parker                                        Chairman, President and Chief            February 7, 1996
-----------------------------------------------------     Executive Officer
Gary D. Parker                                            

/s/ Bruce C. Karsk                                        Vice President--Finance,                 February 7, 1996
-----------------------------------------------------     Treasurer and Secretary,
Bruce C. Karsk                                            Principal Financial and    
                                                          Accounting Officer         
                                                                             
/s/ Howard G. Buffett                                     Director                                 February 7, 1996
-----------------------------------------------------                                                              
Howard G. Buffett                                    

/s/ John W. Croghan                                       Director                                 February 7, 1996
-----------------------------------------------------                                                              
John W. Croghan                                      

/s/ J. David Dunn                                         Director                                 February 7, 1996
-----------------------------------------------------                                                              
J. David Dunn                                        

                                                          Director
-----------------------------------------------------             
George W. Plossl
S-2