<PAGE>   1





                                                       Registration No. ________

  As filed with the Securities and Exchange Commission on January 30, 1998
================================================================================

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         STRATTEC SECURITY CORPORATION
             (Exact name of registrant as specified in its charter)

                 WISCONSIN                             39-1804239
          (State or other jurisdiction of           (I.R.S. Employer
          incorporation or organization)            Identification No.)

             3333 West Good Hope Road                  
               Milwaukee, Wisconsin                      53209
     (Address of Principal Executive Offices)          (ZIP Code)

                           _________________________

                         STRATTEC SECURITY CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan) 


                                                            Copy to:
                  JOHN G. CAHILL                      JAMES M. BEDORE, ESQ.
             Executive Vice President,            Reinhart, Boerner, Van Deuren,
             Chief Financial Officer,                Norris & Rieselbach, s.c.
              Treasurer and Secretary                 1000 North Water Street
           STRATTEC SECURITY CORPORATION            Milwaukee, Wisconsin 53202
             3333 West Good Hope Road
            Milwaukee, Wisconsin 53209
      (Name and address of agent for service)


                                 414-247-3333
         (Telephone number, including area code, of agent for service)

                           _________________________

<TABLE>

                       CALCULATION OF REGISTRATION FEE

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

   <S>                  <C>                 <C>                   <C>                 <C>
                                                                                                  
                                                                   Proposed                       
      Title of                                 Proposed             Maximum                       
     Securities                                Maximum             Aggregate           Amount of  
        to be            Amount to be       Offering Price         Offering           Registration
     Registered           Registered          Per Share            Price (1)              Fee
     ----------           ----------          ---------            ---------              ---

    Common Stock,
   $.01 par value       100,000 shares        $28(1)(2)           $2,800,000            $826.00
=================================================================================================

</TABLE>

<PAGE>   2


(1)      For the purpose of computing the registration fee, STRATTEC SECURITY
         CORPORATION (the "Registrant") has used $28 as the average of the high
         and low prices of the Common Stock as reported on January 27, 1998 on
         the Nasdaq National Market for the offering price per share, in
         accordance with Rule 457(h).

(2)      The actual offering price will be determined in accordance with the
         terms of the Plan.





                                      2
<PAGE>   3

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by STRATTEC SECURITY CORPORATION, a
Wisconsin corporation (the "Registrant") (Commission File No. 0-25150), with
the Securities and Exchange Commission (the "Commission") pursuant to
Section 13 or 15 of the Securities Exchange Act of 1934 (the "1934 Act") are
incorporated herein by reference:

            (a)      The description of the Registrant's Common Stock contained
            in Item 11  of the Registrant's Registration Statement on Form 10
            dated November 18, 1994, as amended by the Registrant's Form 10/A
            Amendment No. 1 thereto dated January 20, 1995 and by the
            Registrant's Form 10/A Amendment No. 2 thereto dated February 6,
            1995, and any amendment or report filed for the purpose of updating
            such description.

            (b)      The Company's annual report on Form 10-K for the fiscal
            year ended  June 29, 1997.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference 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 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 hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.  See Item 3 above.




                                      3
<PAGE>   4



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section_180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he or she was a director or officer of the Registrant. In all
other cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director of
the Registrant, unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the breach or failure to perform
constitutes: (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful;
(iii) a transaction from which the director or officer derived an improper
personal profit; or (iv) willful misconduct.  Section 180.0858(1) of the WBCL
provides that, subject to certain limitations, the mandatory indemnification
provisions do not preclude any additional right to indemnification or allowance
of expenses that a director or officer may have under the Registrant's articles
of incorporation, bylaws, a written agreement or a resolution of the Board of
Directors or shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under
Sections 180.0850 to 180.0858 of the WBCL for any liability incurred
inconnection with a proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

         Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.




                                      4
<PAGE>   5



         Article VIII of the Registrant's By-Laws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.

         Directors and officers of the Registrant are covered by directors' and
officers' liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

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;

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

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the 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



                                      5
<PAGE>   6


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

         (h)     Reference is made to the indemnification provisions referred
to in Item 6 of this Registration Statement.

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



                                      6
<PAGE>   7



                                   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 Milwaukee, State of Wisconsin, on January 26,
1998.

                            STRATTEC SECURITY CORPORATION
                            (Registrant)

                            By: /s/ Harold M. Stratton II
                                -------------------------------------
                                Harold M. Stratton II
                                President and Chief Executive Officer

                       _______________________________

                              POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, constitutes and appoints Harold M. Stratton II and
John G. Cahill, and each of them, as 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 and all
amendments (including post effective 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
onto each said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said 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,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

 SIGNATURE                                       TITLE                                             DATE
 <S>                                             <C>                                               <C>
   /s/ Harold M. Stratton                        President, Chief Executive Officer, and
   ------------------------                      Director (Principal Executive Officer of the
   Harold M. Stratton II                         Registrant)                                       1/26/98

   /s/ John G.                                   Executive Vice President, Chief Financial
   ------------------------                      Officer, Treasurer, Secretary, and Director
   John G. Cahill                                (Principal Financial and Principal Accounting
                                                 Officer)                                          1/26/98

   /s/Frank J.                                   Director                                          1/26/98\
   ------------------------
   Frank J. Krejci

   /s/Michael J.                                 Director                                          1/26/98
   ------------------------
   Michael J. Koss

   /s/Robert                                     Director                                          1/26/98
   ------------------------
   Robert Feitler

</TABLE>





                                     S-1
<PAGE>   8


                         STRATTEC SECURITY CORPORATION
                               (THE "REGISTRANT")
                         (COMMISSION FILE NO. 0-25150)

                                 EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT

<TABLE>
<CAPTION>
 EXHIBIT                                                   INCORPORATED HEREIN                FILED        SEQUENTIAL
 NUMBER                   DESCRIPTION                        BY REFERENCE TO                HEREWITH        PAGE NO.
 <S>            <C>                               <C>                                     <C>
 4.1            Amended and Restated Articles of  Appendix B to the Registrant's
                Incorporation of the Registrant   Information Statement annexed to,
                                                  and filed as Exhibit 2.1 to, the
                                                  Registrant's Form 10/A Amendment
                                                  No.2 to Registration Statement
                                                  dated February 6, 1995

 4.2            By-Laws of the Registrant         Appendix_C to the Registrant's
                                                  Information Statement annexed to,
                                                  and filed as Exhibit_2.1 to, the
                                                  Registrant's Form 10/A Amendment
                                                  No._2 to Registration Statement
                                                  dated February 6, 1995

 4.3            Rights Agreement dated as of      Exhibit_4.1 to the Registrant's
                February_6, 1995, between the     Form_10/A Amendment No._2 to
                Registrant and Firstar Trust      Registration Statement dated
                Company, as Rights Agent, which   February 6, 1995
                includes the Form of Right
                Certificate as Exhibit A and the
                Summary of Rights to Purchase
                Common Shares as Exhibit B


 5              Opinion of Counsel                                                              X

 23.1           Consent of Arthur Andersen LLP                                                  X

 23.2           Consent of Counsel                                                        Contained in
                                                                                          Opinion
                                                                                          filed as
                                                                                          Exhibit 5
 24             Powers of Attorney                Signature Page to Registration
                                                  Statement

 99             STRATTEC SECURITY CORPORATION
                Employee Stock Purchase Plan
                                                                                                X
</TABLE>





                                                               E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21139}]
{"company-data": {"conformed-name": "STRATTEC SECURITY CORP", "cik": "0000933034", "assigned-sic": "3714", "irs-number": "391804239", "state-of-incorporation": "WI", "fiscal-year-end": "0629"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45221", "film-number": "98517177"}, "business-address": {"street1": "3333 WEST GOOD HOPE ROAD", "city": "MILWAUKEE", "state": "WI", "zip": "53209", "phone": "4142473333"}, "mail-address": {"street1": "3333 W GOOD HOPE ROAD", "city": "MILWAUKEE", "state": "WI", "zip": "53209"}}
1

                                                       Registration No. ________

  As filed with the Securities and Exchange Commission on January 30, 1998
================================================================================

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         STRATTEC SECURITY CORPORATION
             (Exact name of registrant as specified in its charter)

                 WISCONSIN                             39-1804239
          (State or other jurisdiction of           (I.R.S. Employer
          incorporation or organization)            Identification No.)

             3333 West Good Hope Road                  
               Milwaukee, Wisconsin                      53209
     (Address of Principal Executive Offices)          (ZIP Code)

                           _________________________

                         STRATTEC SECURITY CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan) 

                                                            Copy to:
                  JOHN G. CAHILL                      JAMES M. BEDORE, ESQ.
             Executive Vice President,            Reinhart, Boerner, Van Deuren,
             Chief Financial Officer,                Norris & Rieselbach, s.c.
              Treasurer and Secretary                 1000 North Water Street
           STRATTEC SECURITY CORPORATION            Milwaukee, Wisconsin 53202
             3333 West Good Hope Road
            Milwaukee, Wisconsin 53209
      (Name and address of agent for service)

                                 414-247-3333
         (Telephone number, including area code, of agent for service)

                           _________________________

                       CALCULATION OF REGISTRATION FEE

=================================================================================================
Proposed                       
      Title of                                 Proposed             Maximum                       
     Securities                                Maximum             Aggregate           Amount of  
        to be            Amount to be       Offering Price         Offering           Registration
     Registered           Registered          Per Share            Price (1)              Fee
     ----------           ----------          ---------            ---------              ---

    Common Stock,
   $.01 par value       100,000 shares        $28(1)(2)           $2,800,000            $826.00
=================================================================================================
2

(1)      For the purpose of computing the registration fee, STRATTEC SECURITY
         CORPORATION (the "Registrant") has used $28 as the average of the high
         and low prices of the Common Stock as reported on January 27, 1998 on
         the Nasdaq National Market for the offering price per share, in
         accordance with Rule 457(h).

(2)      The actual offering price will be determined in accordance with the
         terms of the Plan.

                                      2
3

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by STRATTEC SECURITY CORPORATION, a
Wisconsin corporation (the "Registrant") (Commission File No. 0-25150), with
the Securities and Exchange Commission (the "Commission") pursuant to
Section 13 or 15 of the Securities Exchange Act of 1934 (the "1934 Act") are
incorporated herein by reference:

            (a)      The description of the Registrant's Common Stock contained
            in Item 11  of the Registrant's Registration Statement on Form 10
            dated November 18, 1994, as amended by the Registrant's Form 10/A
            Amendment No. 1 thereto dated January 20, 1995 and by the
            Registrant's Form 10/A Amendment No. 2 thereto dated February 6,
            1995, and any amendment or report filed for the purpose of updating
            such description.

            (b)      The Company's annual report on Form 10-K for the fiscal
            year ended  June 29, 1997.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference 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 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 hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.  See Item 3 above.

                                      3
4

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section_180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he or she was a director or officer of the Registrant. In all
other cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director of
the Registrant, unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the breach or failure to perform
constitutes: (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful;
(iii) a transaction from which the director or officer derived an improper
personal profit; or (iv) willful misconduct.  Section 180.0858(1) of the WBCL
provides that, subject to certain limitations, the mandatory indemnification
provisions do not preclude any additional right to indemnification or allowance
of expenses that a director or officer may have under the Registrant's articles
of incorporation, bylaws, a written agreement or a resolution of the Board of
Directors or shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under
Sections 180.0850 to 180.0858 of the WBCL for any liability incurred
inconnection with a proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

         Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.

                                      4
5

         Article VIII of the Registrant's By-Laws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.

         Directors and officers of the Registrant are covered by directors' and
officers' liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

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;

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

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the 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

                                      5
6

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

         (h)     Reference is made to the indemnification provisions referred
to in Item 6 of this Registration Statement.

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

                                      6
7

                                   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 Milwaukee, State of Wisconsin, on January 26,
1998.

                            STRATTEC SECURITY CORPORATION
                            (Registrant)

                            By: /s/ Harold M. Stratton II
                                -------------------------------------
                                Harold M. Stratton II
                                President and Chief Executive Officer

                       _______________________________

                              POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, constitutes and appoints Harold M. Stratton II and
John G. Cahill, and each of them, as 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 and all
amendments (including post effective 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
onto each said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said 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,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                       TITLE                                             DATE
/s/ Harold M. Stratton                        President, Chief Executive Officer, and
   ------------------------                      Director (Principal Executive Officer of the
   Harold M. Stratton II                         Registrant)                                       1/26/98

   /s/ John G.                                   Executive Vice President, Chief Financial
   ------------------------                      Officer, Treasurer, Secretary, and Director
   John G. Cahill                                (Principal Financial and Principal Accounting
                                                 Officer)                                          1/26/98

   /s/Frank J.                                   Director                                          1/26/98\
   ------------------------
   Frank J. Krejci

   /s/Michael J.                                 Director                                          1/26/98
   ------------------------
   Michael J. Koss

   /s/Robert                                     Director                                          1/26/98
   ------------------------
   Robert Feitler
S-1
8

                         STRATTEC SECURITY CORPORATION
                               (THE "REGISTRANT")
                         (COMMISSION FILE NO. 0-25150)

                                 EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT
EXHIBIT                                                   INCORPORATED HEREIN                FILED        SEQUENTIAL
 NUMBER                   DESCRIPTION                        BY REFERENCE TO                HEREWITH        PAGE NO.
4.1            Amended and Restated Articles of  Appendix B to the Registrant's
                Incorporation of the Registrant   Information Statement annexed to,
                                                  and filed as Exhibit 2.1 to, the
                                                  Registrant's Form 10/A Amendment
                                                  No.2 to Registration Statement
                                                  dated February 6, 1995

 4.2            By-Laws of the Registrant         Appendix_C to the Registrant's
                                                  Information Statement annexed to,
                                                  and filed as Exhibit_2.1 to, the
                                                  Registrant's Form 10/A Amendment
                                                  No._2 to Registration Statement
                                                  dated February 6, 1995

 4.3            Rights Agreement dated as of      Exhibit_4.1 to the Registrant's
                February_6, 1995, between the     Form_10/A Amendment No._2 to
                Registrant and Firstar Trust      Registration Statement dated
                Company, as Rights Agent, which   February 6, 1995
                includes the Form of Right
                Certificate as Exhibit A and the
                Summary of Rights to Purchase
                Common Shares as Exhibit B

 5              Opinion of Counsel                                                              X

 23.1           Consent of Arthur Andersen LLP                                                  X

 23.2           Consent of Counsel                                                        Contained in
                                                                                          Opinion
                                                                                          filed as
                                                                                          Exhibit 5
 24             Powers of Attorney                Signature Page to Registration
                                                  Statement

 99             STRATTEC SECURITY CORPORATION
                Employee Stock Purchase Plan
                                                                                                X
E-1