<PAGE>   1





   As filed with the Securities and Exchange Commission on December 17, 1996

                        Registration No. ___-_________



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

          ___________________________________________________________

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

                          MET-COIL SYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)


        DELAWARE                                                 42-1027215
        --------                                                 ----------
(State of incorporation                                       (I.R.S. Employer
    or organization)                                         Identification No.)


                             5486 6TH STREET, S.W.
                            CEDAR RAPIDS, IOWA 52404
                                 (319) 363-6566               
         (Address and telephone number of principal executive offices)


                            MET-COIL RETIREMENT PLAN
                       MET-COIL EMPLOYEE RECOGNITION PLAN
                         MET-COIL INCENTIVE BONUS PLAN
                    MET-COIL NON-EMPLOYEE DIRECTORS DEFERRED
                     COMPENSATION AND PERFORMANCE UNIT PLAN
                        MET-COIL 1993 STOCK OPTION PLAN


Randall J. Stodola                       Copy to:
Vice President and Chief                 Michael E. Blount, Esq.
Accounting Officer                       Seyfarth, Shaw, Fairweather & Geraldson
5486 6th Street, SW                      55 E. Monroe Street, Suite 4200
Cedar Rapids, Iowa 52404                 Chicago, Illinois 60603
(Name and address of agent               (312) 346-8000
for service)
<PAGE>   2
                        Calculation of Registration Fee


<TABLE>
<CAPTION>
                                                                      
                                                                      Proposed maximum
 Title                                          Proposed maximum      aggregate            Amount of
 of securities to             Amount to be      offering price per    offering             registration
 be registered (1)            registered(2)     share (3)             price (3)            fee (3)
------------------          ---------------     ------------------    ----------------     ------------
 <S>                        <C>      <C>        <C>                   <C>                  <C>
 COMMON STOCK               850,000  SHARES     $ 1.44                $     1,224,000      $   370.91
</TABLE>


(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plans
         described herein.


(2)      The shares to be registered under this Form S-8 are designated for
         issuance under the following employee benefit plans (referred to
         herein as the "Plans") in the amounts indicated below:

              Met-Coil Retirement Plan:                                  199,840
              Met-Coil Employee Recognition Plan:                         40,160
              Met-Coil Incentive Bonus Plan:                             160,000
              Met-Coil Non-Employee Directors Deferred
                Compensation and Performance Unit Plan                   150,000
              Met-Coil 1993 Stock Option Plan:                           300,000


(3)      Estimated solely for purposes of determining the amount of the
         registration fee calculated in accordance with Rule 457(h) under the
         Securities Act of 1933 based upon the average of the high and low
         price per share of the Registrant's Common Stock as traded over the
         counter on December 11, 1996



                                       2
<PAGE>   3
                                    PART II

                              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Met-Coil Systems Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are hereby
incorporated by reference:

         (a)     The Registrant's Annual Report on Form 10-K for the fiscal
                 year ended May 31, 1996.

         (b)(1)  The Registrant's Quarterly Reports on Form 10-Q for the
                 quarter ended August 31, 1996.

         (b)(2)  The Met-Coil Systems Corporation Retirement Plan's
                 ("Retirement Plan's") Annual Report on Form 11-K for the Plan
                 Year ended December 31, 1995.

         (b)(3)  The Registrant's report on Form 8K as filed on November 19,
                 1996.

         (c)     The description of the Registrant's Common Stock, par value
                 $.01 per share, contained in the Registrant's Registration
                 Statement on Form 8-A, dated December 5, 1985.


         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by references
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement.  Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.





                                       3
<PAGE>   4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify its officers and directors and
certain other persons to the extent and under the circumstances set forth
therein.  In accordance with this power, Article V, Section 5 of the Amended
and Restated Bylaws of the Registrant provides that the Registrant will
indemnify to the full extent authorized by law any person made or threatened to
be a party to an action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he, his testator or
intestate is or was a director, officer, employee or agent of the Registrant or
is or was serving, at the request of the Registrant, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise.  Pursuant to the foregoing, the kinds of liabilities with
respect to which the Registrant must indemnify its officers and directors and
certain other persons may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act").  In addition, the Registrant maintains
directors and officers liability insurance coverage for losses incurred by such
persons in the course of their duties for the Registrant, including liabilities
under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.

ITEM 8.  EXHIBITS

                 See Exhibit Index 

ITEM 9.  UNDERTAKINGS.

         A.      The 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;

                          (ii)    To reflect in the prospectus any facts or
                                  events arising after the effective date of
                                  this 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 this Registration
                                  Statement;

                          (iii)   To include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in this Registration
                                  Statement or any material change to such
                                  information in this Registration Statement.





                                       4
<PAGE>   5
                                  Provided, however, that paragraphs (1)(i) and
                                  (1)(ii) above do not apply if the information
                                  required to be included in a post-effective
                                  amendment by those paragraphs is contained in
                                  periodic reports filed by the Registrant
                                  pursuant to Section 13 or Section 15(d) of
                                  the Exchange Act that are incorporated by
                                  reference in this Registration Statement.

                 (2)      That, for the purpose of determining any liability
                          under the Securities 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.

                 (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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and each filing of the annual reports for the Plans pursuant to
Section 15(d) of the Exchange Act, that is incorporated by reference in this
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.

         C.      Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.





                                       5
<PAGE>   6
                                   SIGNATURES

         THE REGISTRANT.  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 Cedar Rapids, State of Iowa, on
December 13, 1996.

                              MET-COIL SYSTEMS CORPORATION



                                     By:  /s/ Raymond H. Blakeman
                                         --------------------------------------
                                              Raymond H. Blakeman
                                              Chief Executive Officer and
                                              Chairman of the Board


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Raymond H. Blakeman and Randall
J. Stodola, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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, as fully and to all intents and
purposes as he might or could do in  person hereby ratifying and confirming all
that such attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.





                                       6
<PAGE>   7
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                               Title                                         Date
---------                               -----                                         ----
<S>                            <C>                                               <C>
Raymond H. Blakeman/s/                                                           December 13, 1996
--------------------------      Chief Executive Officer and                                                                      
Raymond H. Blakeman             Chairman of the Board
                                (Principal Executive Officer)

Randall J. Stodola/s/                                                            December 13, 1996
--------------------------      Vice President and                                                                   
Randall J. Stodola              Chief Accounting Officer


Roy J. Carver, Jr./s/           Director                                         December 13, 1996
--------------------------                                                                   
Roy J. Carver, Jr.


Michael J. Nonnenmann/s/        Director                                         December 13, 1996
--------------------------                                                                          
Michael J. Nonnenmann


E. Keith Moore/s/               Director                                         December 13, 1996
--------------------------                                                                   
E. Keith Moore

                                                                   
John F. Logan/s/                Director                                         December 13, 1996
--------------------------                                                                  
John F. Logan


Gary M. Neal/s/                 Director                                         December 13, 1996
--------------------------                                                                   
Gary M. Neal
</TABLE>





                                       7
<PAGE>   8
         THE PLANS.  Pursuant to the requirements of the Securities Act of
1933, the undersigned, thereunto duly authorized as trustees of the Met-Coil
Retirement Plan and as administrators of the Met-Coil Systems Corporation
Employee Recognition Program, the Met-Coil Systems Corporation Incentive Bonus
Plan, the Met-Coil Systems Corporation Non-Employee Director Stock Plan, and
the Met-Coil Systems Corporation 1994 Incentive Option Plan, have duly caused
this Registration Statement to be signed on behalf of each Plan in the City of
Cedar Rapids, State of Iowa, on December 13, 1996.

                       MET-COIL RETIREMENT PLAN
                       MET-COIL SYSTEMS CORPORATION EMPLOYEE
                         RECOGNITION PLAN
                       MET-COIL SYSTEMS CORPORATION INCENTIVE
                       BONUS PLAN
                       MET-COIL SYSTEMS CORPORATION NON-EMPLOYEE
                         DIRECTORS DEFERRED COMPENSATION AND
                         PERFORMANCE UNIT PLAN
                       MET-COIL SYSTEMS CORPORATION 1993 STOCK
                         OPTION PLAN


                       By:   /s/ Raymond H. Blakeman
                           -----------------------------------------------
                             Raymond H. Blakeman, Trustee/Administrator

                       By:   /s/ Randall J. Stodola
                           -----------------------------------------------
                             Randall J. Stodola, Trustee/Administrator

                       By:   /s/ Patricia R. Kilpatrick
                           -----------------------------------------------
                             Patricia R. Kilpatrick, Trustee/Administrator





                                       8
<PAGE>   9
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit          Description                                                    
-------          -----------                                                    
<S>              <C>                                                            
4.1              Article IV of the Restated Certificate of Incorporation,       
                 as amended, of the Registrant (incorporated by reference       
                 to Exhibit 3.2 the Registrant's Quarterly Report on Form       
                 10-Q for the quarter ended November 30, 1987). *               
                                                                                
4.2              Articles I and IV of the Amended and Restated Bylaws of the    
                 Registrant (incorporated by reference to Exhibit 3.4 of the    
                 Registrant's Quarterly Report on Form 10-Q for the quarter     
                 ended November 30, 1987). *                                    
                                                                                
4.3              Met-Coil Retirement Plan, As Amended and Restated              
                 September 16, 1992 (incorporated by reference to Exhibit       
                 4.3 of the Registrant's Registration Statement on Form S-8     
                 for the Retirement Plan filed on November 19, 1993             
                 (Registration No. 33-72138). *                                 
                                                                                
4.4              Met-Coil Employee Recognition Plan.                            
                                                                                
4.5              Met-Coil Incentive Bonus Plan.                                 
                                                                                
4.6              Met-Coil Non-Employee Directors Deferred Compensation and 
                 Performance Unit Plan.
                                                                                
4.7              Met-Coil 1993 Stock Option Plan.                               
                                                                                
5.1              Legal opinion of Shuttleworth & Ingersoll, P.C.,               
                 Corporate Counsel, confirming the validity of the              
                 original issuance securities being registered.                 
                                                                                
5.2              Internal Revenue Service determination letter issued           
                 August 15, 1995 on the Met-Coil Retirement Plan's continued    
                 qualified status.                                              
                                                                                
23.1             Consent of Deloitte & Touche LLP                               
                                                                                
23.2             Consent of Ernst & Young LLP                                   
                                                                                
23.3             Consent of Shuttleworth & Ingersoll, P.C. (incorporated into   
                 the opinion filed as Exhibit 5.1). *                           
                                                                                
24               Powers of Attorney (included at Pages 6 and 7). *              
</TABLE>                                                                        
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                       9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22799}]
{"company-data": {"conformed-name": "MET COIL SYSTEMS CORP", "cik": "0000745469", "assigned-sic": "3540", "irs-number": "421027215", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18087", "film-number": "96682248"}, "business-address": {"street1": "5486 SIXTH ST SW", "city": "CEDAR RAPIDS", "state": "IA", "zip": "52404", "phone": "3193636566"}, "mail-address": {"street1": "5486 6TH ST SW", "city": "CEDAR RAPIDS", "state": "IA", "zip": "52404"}}
1

   As filed with the Securities and Exchange Commission on December 17, 1996

                        Registration No. ___-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

          ___________________________________________________________

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

                          MET-COIL SYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)

        DELAWARE                                                 42-1027215
        --------                                                 ----------
(State of incorporation                                       (I.R.S. Employer
    or organization)                                         Identification No.)

                             5486 6TH STREET, S.W.
                            CEDAR RAPIDS, IOWA 52404
                                 (319) 363-6566               
         (Address and telephone number of principal executive offices)

                            MET-COIL RETIREMENT PLAN
                       MET-COIL EMPLOYEE RECOGNITION PLAN
                         MET-COIL INCENTIVE BONUS PLAN
                    MET-COIL NON-EMPLOYEE DIRECTORS DEFERRED
                     COMPENSATION AND PERFORMANCE UNIT PLAN
                        MET-COIL 1993 STOCK OPTION PLAN

Randall J. Stodola                       Copy to:
Vice President and Chief                 Michael E. Blount, Esq.
Accounting Officer                       Seyfarth, Shaw, Fairweather & Geraldson
5486 6th Street, SW                      55 E. Monroe Street, Suite 4200
Cedar Rapids, Iowa 52404                 Chicago, Illinois 60603
(Name and address of agent               (312) 346-8000
for service)
2
                        Calculation of Registration Fee
Proposed maximum
 Title                                          Proposed maximum      aggregate            Amount of
 of securities to             Amount to be      offering price per    offering             registration
 be registered (1)            registered(2)     share (3)             price (3)            fee (3)
------------------          ---------------     ------------------    ----------------     ------------
COMMON STOCK               850,000  SHARES     $ 1.44                $     1,224,000      $   370.91
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plans
         described herein.

(2)      The shares to be registered under this Form S-8 are designated for
         issuance under the following employee benefit plans (referred to
         herein as the "Plans") in the amounts indicated below:

              Met-Coil Retirement Plan:                                  199,840
              Met-Coil Employee Recognition Plan:                         40,160
              Met-Coil Incentive Bonus Plan:                             160,000
              Met-Coil Non-Employee Directors Deferred
                Compensation and Performance Unit Plan                   150,000
              Met-Coil 1993 Stock Option Plan:                           300,000

(3)      Estimated solely for purposes of determining the amount of the
         registration fee calculated in accordance with Rule 457(h) under the
         Securities Act of 1933 based upon the average of the high and low
         price per share of the Registrant's Common Stock as traded over the
         counter on December 11, 1996

                                       2
3
                                    PART II

                              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Met-Coil Systems Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are hereby
incorporated by reference:

         (a)     The Registrant's Annual Report on Form 10-K for the fiscal
                 year ended May 31, 1996.

         (b)(1)  The Registrant's Quarterly Reports on Form 10-Q for the
                 quarter ended August 31, 1996.

         (b)(2)  The Met-Coil Systems Corporation Retirement Plan's
                 ("Retirement Plan's") Annual Report on Form 11-K for the Plan
                 Year ended December 31, 1995.

         (b)(3)  The Registrant's report on Form 8K as filed on November 19,
                 1996.

         (c)     The description of the Registrant's Common Stock, par value
                 $.01 per share, contained in the Registrant's Registration
                 Statement on Form 8-A, dated December 5, 1985.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by references
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement.  Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.

                                       3
4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify its officers and directors and
certain other persons to the extent and under the circumstances set forth
therein.  In accordance with this power, Article V, Section 5 of the Amended
and Restated Bylaws of the Registrant provides that the Registrant will
indemnify to the full extent authorized by law any person made or threatened to
be a party to an action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he, his testator or
intestate is or was a director, officer, employee or agent of the Registrant or
is or was serving, at the request of the Registrant, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise.  Pursuant to the foregoing, the kinds of liabilities with
respect to which the Registrant must indemnify its officers and directors and
certain other persons may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act").  In addition, the Registrant maintains
directors and officers liability insurance coverage for losses incurred by such
persons in the course of their duties for the Registrant, including liabilities
under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.

ITEM 8.  EXHIBITS

                 See Exhibit Index 

ITEM 9.  UNDERTAKINGS.

         A.      The 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;

                          (ii)    To reflect in the prospectus any facts or
                                  events arising after the effective date of
                                  this 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 this Registration
                                  Statement;

                          (iii)   To include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in this Registration
                                  Statement or any material change to such
                                  information in this Registration Statement.

                                       4
5
                                  Provided, however, that paragraphs (1)(i) and
                                  (1)(ii) above do not apply if the information
                                  required to be included in a post-effective
                                  amendment by those paragraphs is contained in
                                  periodic reports filed by the Registrant
                                  pursuant to Section 13 or Section 15(d) of
                                  the Exchange Act that are incorporated by
                                  reference in this Registration Statement.

                 (2)      That, for the purpose of determining any liability
                          under the Securities 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.

                 (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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and each filing of the annual reports for the Plans pursuant to
Section 15(d) of the Exchange Act, that is incorporated by reference in this
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.

         C.      Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

                                       5
6
                                   SIGNATURES

         THE REGISTRANT.  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 Cedar Rapids, State of Iowa, on
December 13, 1996.

                              MET-COIL SYSTEMS CORPORATION

                                     By:  /s/ Raymond H. Blakeman
                                         --------------------------------------
                                              Raymond H. Blakeman
                                              Chief Executive Officer and
                                              Chairman of the Board

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Raymond H. Blakeman and Randall
J. Stodola, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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, as fully and to all intents and
purposes as he might or could do in  person hereby ratifying and confirming all
that such attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                                       6
7
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature                               Title                                         Date
---------                               -----                                         ----
Raymond H. Blakeman/s/                                                           December 13, 1996
--------------------------      Chief Executive Officer and                                                                      
Raymond H. Blakeman             Chairman of the Board
                                (Principal Executive Officer)

Randall J. Stodola/s/                                                            December 13, 1996
--------------------------      Vice President and                                                                   
Randall J. Stodola              Chief Accounting Officer

Roy J. Carver, Jr./s/           Director                                         December 13, 1996
--------------------------                                                                   
Roy J. Carver, Jr.

Michael J. Nonnenmann/s/        Director                                         December 13, 1996
--------------------------                                                                          
Michael J. Nonnenmann

E. Keith Moore/s/               Director                                         December 13, 1996
--------------------------                                                                   
E. Keith Moore

                                                                   
John F. Logan/s/                Director                                         December 13, 1996
--------------------------                                                                  
John F. Logan

Gary M. Neal/s/                 Director                                         December 13, 1996
--------------------------                                                                   
Gary M. Neal
7
8
         THE PLANS.  Pursuant to the requirements of the Securities Act of
1933, the undersigned, thereunto duly authorized as trustees of the Met-Coil
Retirement Plan and as administrators of the Met-Coil Systems Corporation
Employee Recognition Program, the Met-Coil Systems Corporation Incentive Bonus
Plan, the Met-Coil Systems Corporation Non-Employee Director Stock Plan, and
the Met-Coil Systems Corporation 1994 Incentive Option Plan, have duly caused
this Registration Statement to be signed on behalf of each Plan in the City of
Cedar Rapids, State of Iowa, on December 13, 1996.

                       MET-COIL RETIREMENT PLAN
                       MET-COIL SYSTEMS CORPORATION EMPLOYEE
                         RECOGNITION PLAN
                       MET-COIL SYSTEMS CORPORATION INCENTIVE
                       BONUS PLAN
                       MET-COIL SYSTEMS CORPORATION NON-EMPLOYEE
                         DIRECTORS DEFERRED COMPENSATION AND
                         PERFORMANCE UNIT PLAN
                       MET-COIL SYSTEMS CORPORATION 1993 STOCK
                         OPTION PLAN

                       By:   /s/ Raymond H. Blakeman
                           -----------------------------------------------
                             Raymond H. Blakeman, Trustee/Administrator

                       By:   /s/ Randall J. Stodola
                           -----------------------------------------------
                             Randall J. Stodola, Trustee/Administrator

                       By:   /s/ Patricia R. Kilpatrick
                           -----------------------------------------------
                             Patricia R. Kilpatrick, Trustee/Administrator

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                                 EXHIBIT INDEX
Exhibit          Description                                                    
-------          -----------
4.1              Article IV of the Restated Certificate of Incorporation,       
                 as amended, of the Registrant (incorporated by reference       
                 to Exhibit 3.2 the Registrant's Quarterly Report on Form       
                 10-Q for the quarter ended November 30, 1987). *               
                                                                                
4.2              Articles I and IV of the Amended and Restated Bylaws of the    
                 Registrant (incorporated by reference to Exhibit 3.4 of the    
                 Registrant's Quarterly Report on Form 10-Q for the quarter     
                 ended November 30, 1987). *                                    
                                                                                
4.3              Met-Coil Retirement Plan, As Amended and Restated              
                 September 16, 1992 (incorporated by reference to Exhibit       
                 4.3 of the Registrant's Registration Statement on Form S-8     
                 for the Retirement Plan filed on November 19, 1993             
                 (Registration No. 33-72138). *                                 
                                                                                
4.4              Met-Coil Employee Recognition Plan.                            
                                                                                
4.5              Met-Coil Incentive Bonus Plan.                                 
                                                                                
4.6              Met-Coil Non-Employee Directors Deferred Compensation and 
                 Performance Unit Plan.
                                                                                
4.7              Met-Coil 1993 Stock Option Plan.                               
                                                                                
5.1              Legal opinion of Shuttleworth & Ingersoll, P.C.,               
                 Corporate Counsel, confirming the validity of the              
                 original issuance securities being registered.                 
                                                                                
5.2              Internal Revenue Service determination letter issued           
                 August 15, 1995 on the Met-Coil Retirement Plan's continued    
                 qualified status.                                              
                                                                                
23.1             Consent of Deloitte & Touche LLP                               
                                                                                
23.2             Consent of Ernst & Young LLP                                   
                                                                                
23.3             Consent of Shuttleworth & Ingersoll, P.C. (incorporated into   
                 the opinion filed as Exhibit 5.1). *                           
                                                                                
24               Powers of Attorney (included at Pages 6 and 7). *
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