<PAGE>   1
                              
     As filed with the Securities and Exchange Commission on June 14, 1996
                                                            Registration No. 33-
================================================================================
                       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
incorporation or organization)                              Identification No.)

                          3401 North California Avenue
                               Chicago, IL 60618
                                 (312) 961-1000
                    (Address of principal executive offices)

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

                             1994 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                                Neil D. Nicastro
                                   President
                              WMS Industries Inc.
                          3401 North California Avenue
                               Chicago, IL 60618
                                 (312) 961-1000
                          (Name, address and telephone
                          number of agent for service)
                                    Copy to:
                               Barbara M. Norman
                 Vice President, Secretary and General Counsel
                              WMS Industries Inc.
                           3401 N. California Avenue
                            Chicago, Illinois  60618


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                           <C>             <C>                  <C>                 <C>
=========================================================================================================
                                                   PROPOSED             PROPOSED
TITLE OF SECURITIES TO BE     AMOUNT TO BE    MAXIMUM OFFERING     MAXIMUM AGGREGATE      AMOUNT OF
REGISTERED                    REGISTERED (1)  PRICE PER SHARE (2)  OFFERING PRICE (2)  REGISTRATION FEE

                               1,500,000
Common Stock, $.50 par value    shares              $22.875          $34,312,500           $11,832
=========================================================================================================
</TABLE>



(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
     number of shares of the issuer's Common Stock registered hereunder will be
     adjusted in the event of stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) on the basis of the average of the high
     and low prices of the Common Stock on the New York Stock Exchange on June
     10, 1996.
================================================================================



<PAGE>   2


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified by this Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1) 
promulgated under the Securities Act of 1933, as amended, and are not being
filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

                                    PART II
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1995, which was filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Quarterly Reports on
Form 10-Q for the fiscal quarters ended September 30 and December 31, 1995 and
March 31, 1996, the Form 8-K Report filed April 12, 1996, the Form 8-K/A Report
filed June 7, 1996 and the information under the caption "Capital Stock to be
Registered" contained in the Company's Registration Statement on Form 8-A,
dated January 21, 1982, with respect to the Company's Common Stock, as filed
with the Commission pursuant to the Exchange Act, are incorporated herein by
reference and made a part of this Registration Statement as of the date hereof.
All reports subsequently filed pursuant to Section 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 Prospectus and be a
part hereof from the date of filing of such reports.  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 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 "GCL") and by the Certificate of Incorporation of the
Registrant.  The Certificate of Incorporation of the Registrant provides that
the Registrant shall, to the fullest extent permitted by Section 145 of the
GCL, (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 by-law, 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 GCL, as amended and
supplemented.

     The Registrant has entered into an indemnification agreement (the
"Indemnity Agreement") with each of its officers and directors providing for
the indemnification of such officers and directors to the fullest extent
permitted by the laws of the State of Delaware.  The Indemnity Agreement
obligates the Registrant to provide the maximum protection allowed under
Delaware law and supplements and increases the protection afforded to officers
and directors in the following respects:

     1. The Indemnity Agreement establishes the presumption that the officer or
director has met the standard of conduct required for indemnification, as
prescribed under the GCL.  Indemnification will be made unless the Board of
Directors or independent counsel determines that the applicable standard of
conduct has not been met.

     2. The Indemnity Agreement provides that litigation expenses shall be
advanced promptly to an officer or director in advance of indemnification,
provided that he or she undertakes to repay the amount advanced if it is
ultimately determined there is no entitlement to indemnification for such
expenses.

     3. The Indemnity Agreement explicitly provides that the indemnification
provisions are applicable to amounts paid in settlement of a derivative suit.

     4. In the event of a determination by the Board of Directors or
independent legal counsel that an officer or director did not meet the standard
of conduct required for indemnification, the Indemnity Agreement allows such
officer or director to contest this determination by petitioning a court to
make an independent determination of whether such officer or director is
entitled to indemnification under the Indemnity Agreement.


                         
                                      1
<PAGE>   3



     5. The Indemnity Agreement explicitly provides for partial indemnification
of costs and expenses in the event that an officer or director is not entitled
to full indemnification under the terms of the Indemnity Agreement.
     6. Unlike the indemnification provisions in the Registrant's Certificate
of Incorporation, the Indemnity Agreement cannot be unilaterally modified or
amended by the Board of Directors or the stockholders, a fact which would be
significant if there were a change in control of the Registrant at the time of
a claim, proceeding or litigation.

ITEM 8. EXHIBITS.

     4.  (a) 1994 Stock Option Plan
         (b) Form of Option Agreement under the 1994 Stock Option Plan
     5.      Opinion of Shack & Siegel, P.C., counsel for Registrant
    23.  (a) Consent of Shack & Siegel, P.C. (included in Exhibit 5 hereof)
         (b) 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) above 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 13 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.

     (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 Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 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 he deemed to be the initial bona
fide offering thereof.

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

                                      
                                       2
<PAGE>   4



                                   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 Chicago, State of Illinois on the 14th day of June,
1996.

                              WMS INDUSTRIES INC.
                                  (Registrant)


                            By: /s/ Neil D. Nicastro
                                Neil D. Nicastro
                                   President


     Each person whose signature to this registration statement appears below
hereby appoints Neil D. Nicastro and Harold H. Bach, Jr., and each of them
acting singly, as his attorney-in-fact to sign in his 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>
   <S>                           <C>                                 <C>
   Signature                     Title                                 Date
   ---------                     ------                                -----

   /s/Louis J. Nicastro         Chairman of the Board               June 14, 1996
   -----------------------      and Co-Chief Executive Officer
   Louis J. Nicastro            (Principal Executive Officer)

   /s/ Harold H. Bach, Jr.      Vice President-Finance & Treasurer  June 14, 1996
   -----------------------      (Principal Financial
   Harold H. Bach, Jr.          and Principal Accounting Officer)

   /s/ Neil D. Nicastro         President, Co-Chief Executive       June 14, 1996
   -----------------------      Officer and Director
   Neil D. Nicastro
  
   /s/ Norman J. Menell         Vice Chairman of the Board          June 14, 1996
   -----------------------
   Norman J. Menell

   /s/ George R. Baker          Director                            June 14, 1996
   -----------------------
   George R. Baker

   /s/ Kenneth J. Fedesna       Director                            June 14, 1996
   -----------------------
   Kenneth J. Fedesna

   /s/ William C. Bartholomay   Director                            June 14, 1996
   --------------------------
   William C. Bartholomay

   /s/ William E. McKenna       Director                            June 14, 1996
   -----------------------
   William E. McKenna

   /s/ Harvey Reich             Director                            June 14, 1996
   -----------------------
   Harvey Reich

  /s/ Ira S. Sheinfeld          Director                            June 14, 1996
  --------------------- 
  Ira S. Sheinfeld

</TABLE>

                                      3


<PAGE>   5


                                 EXHIBIT INDEX



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

  4.     (a)   1994 Stock Option Plan

         (b)   Form of Option Agreement under 1994 Stock Option Plan

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

 23.     (a)   Consent of Shack & Siegel, P.C. (included in Exhibit 5 hereof)

         (b)   Consent of Ernst & Young LLP

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



                                       4
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18304}]
{"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": "333-06021", "film-number": "96581212"}, "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 June 14, 1996
                                                            Registration No. 33-
================================================================================
                       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
incorporation or organization)                              Identification No.)

                          3401 North California Avenue
                               Chicago, IL 60618
                                 (312) 961-1000
                    (Address of principal executive offices)

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

                             1994 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                                Neil D. Nicastro
                                   President
                              WMS Industries Inc.
                          3401 North California Avenue
                               Chicago, IL 60618
                                 (312) 961-1000
                          (Name, address and telephone
                          number of agent for service)
                                    Copy to:
                               Barbara M. Norman
                 Vice President, Secretary and General Counsel
                              WMS Industries Inc.
                           3401 N. California Avenue
                            Chicago, Illinois  60618

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                   PROPOSED             PROPOSED
TITLE OF SECURITIES TO BE     AMOUNT TO BE    MAXIMUM OFFERING     MAXIMUM AGGREGATE      AMOUNT OF
REGISTERED                    REGISTERED (1)  PRICE PER SHARE (2)  OFFERING PRICE (2)  REGISTRATION FEE

                               1,500,000
Common Stock, $.50 par value    shares              $22.875          $34,312,500           $11,832
=========================================================================================================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
     number of shares of the issuer's Common Stock registered hereunder will be
     adjusted in the event of stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) on the basis of the average of the high
     and low prices of the Common Stock on the New York Stock Exchange on June
     10, 1996.
================================================================================
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified by this Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1) 
promulgated under the Securities Act of 1933, as amended, and are not being
filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

                                    PART II
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1995, which was filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Quarterly Reports on
Form 10-Q for the fiscal quarters ended September 30 and December 31, 1995 and
March 31, 1996, the Form 8-K Report filed April 12, 1996, the Form 8-K/A Report
filed June 7, 1996 and the information under the caption "Capital Stock to be
Registered" contained in the Company's Registration Statement on Form 8-A,
dated January 21, 1982, with respect to the Company's Common Stock, as filed
with the Commission pursuant to the Exchange Act, are incorporated herein by
reference and made a part of this Registration Statement as of the date hereof.
All reports subsequently filed pursuant to Section 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 Prospectus and be a
part hereof from the date of filing of such reports.  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 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 "GCL") and by the Certificate of Incorporation of the
Registrant.  The Certificate of Incorporation of the Registrant provides that
the Registrant shall, to the fullest extent permitted by Section 145 of the
GCL, (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 by-law, 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 GCL, as amended and
supplemented.

     The Registrant has entered into an indemnification agreement (the
"Indemnity Agreement") with each of its officers and directors providing for
the indemnification of such officers and directors to the fullest extent
permitted by the laws of the State of Delaware.  The Indemnity Agreement
obligates the Registrant to provide the maximum protection allowed under
Delaware law and supplements and increases the protection afforded to officers
and directors in the following respects:

     1. The Indemnity Agreement establishes the presumption that the officer or
director has met the standard of conduct required for indemnification, as
prescribed under the GCL.  Indemnification will be made unless the Board of
Directors or independent counsel determines that the applicable standard of
conduct has not been met.

     2. The Indemnity Agreement provides that litigation expenses shall be
advanced promptly to an officer or director in advance of indemnification,
provided that he or she undertakes to repay the amount advanced if it is
ultimately determined there is no entitlement to indemnification for such
expenses.

     3. The Indemnity Agreement explicitly provides that the indemnification
provisions are applicable to amounts paid in settlement of a derivative suit.

     4. In the event of a determination by the Board of Directors or
independent legal counsel that an officer or director did not meet the standard
of conduct required for indemnification, the Indemnity Agreement allows such
officer or director to contest this determination by petitioning a court to
make an independent determination of whether such officer or director is
entitled to indemnification under the Indemnity Agreement.

                         
                                      1
3

     5. The Indemnity Agreement explicitly provides for partial indemnification
of costs and expenses in the event that an officer or director is not entitled
to full indemnification under the terms of the Indemnity Agreement.
     6. Unlike the indemnification provisions in the Registrant's Certificate
of Incorporation, the Indemnity Agreement cannot be unilaterally modified or
amended by the Board of Directors or the stockholders, a fact which would be
significant if there were a change in control of the Registrant at the time of
a claim, proceeding or litigation.

ITEM 8. EXHIBITS.

     4.  (a) 1994 Stock Option Plan
         (b) Form of Option Agreement under the 1994 Stock Option Plan
     5.      Opinion of Shack & Siegel, P.C., counsel for Registrant
    23.  (a) Consent of Shack & Siegel, P.C. (included in Exhibit 5 hereof)
         (b) 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) above 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 13 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.

     (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 Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 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 he deemed to be the initial bona
fide offering thereof.

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

                                      
                                       2
4

                                   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 Chicago, State of Illinois on the 14th day of June,
1996.

                              WMS INDUSTRIES INC.
                                  (Registrant)

                            By: /s/ Neil D. Nicastro
                                Neil D. Nicastro
                                   President

     Each person whose signature to this registration statement appears below
hereby appoints Neil D. Nicastro and Harold H. Bach, Jr., and each of them
acting singly, as his attorney-in-fact to sign in his 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                     Title                                 Date
   ---------                     ------                                -----

   /s/Louis J. Nicastro         Chairman of the Board               June 14, 1996
   -----------------------      and Co-Chief Executive Officer
   Louis J. Nicastro            (Principal Executive Officer)

   /s/ Harold H. Bach, Jr.      Vice President-Finance & Treasurer  June 14, 1996
   -----------------------      (Principal Financial
   Harold H. Bach, Jr.          and Principal Accounting Officer)

   /s/ Neil D. Nicastro         President, Co-Chief Executive       June 14, 1996
   -----------------------      Officer and Director
   Neil D. Nicastro
  
   /s/ Norman J. Menell         Vice Chairman of the Board          June 14, 1996
   -----------------------
   Norman J. Menell

   /s/ George R. Baker          Director                            June 14, 1996
   -----------------------
   George R. Baker

   /s/ Kenneth J. Fedesna       Director                            June 14, 1996
   -----------------------
   Kenneth J. Fedesna

   /s/ William C. Bartholomay   Director                            June 14, 1996
   --------------------------
   William C. Bartholomay

   /s/ William E. McKenna       Director                            June 14, 1996
   -----------------------
   William E. McKenna

   /s/ Harvey Reich             Director                            June 14, 1996
   -----------------------
   Harvey Reich

  /s/ Ira S. Sheinfeld          Director                            June 14, 1996
  --------------------- 
  Ira S. Sheinfeld
3
5

                                 EXHIBIT INDEX

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

  4.     (a)   1994 Stock Option Plan

         (b)   Form of Option Agreement under 1994 Stock Option Plan

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

 23.     (a)   Consent of Shack & Siegel, P.C. (included in Exhibit 5 hereof)

         (b)   Consent of Ernst & Young LLP

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

                                       4