<PAGE>
 
                                                      Registration No. 333-_____

    As filed with the Securities and Exchange Commission on August 12, 1998
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              __________________

                              APPLIED POWER INC.
            (Exact name of registrant as specified in its charter)

                WISCONSIN                                    39-0168610
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

     13000 West Silver Spring Drive
           Butler, Wisconsin                                 53007-1093
(Address of Principal Executive Offices)                     (Zip Code)
                                _______________

                    ZERO CORPORATION 1988 STOCK OPTION PLAN
                    ZERO CORPORATION 1994 STOCK OPTION PLAN
                           (Full title of the plan)
                              ___________________
                                        
          ROBERT C. ARZBAECHER                                 Copy to:
Vice President and Chief Financial Officer           ANTHONY W. ASMUTH III, ESQ.
             Applied Power Inc.                             Quarles & Brady
     13000 West Silver Spring Drive                   411 East Wisconsin Avenue
     Butler, Wisconsin  53007-1093                   Milwaukee, Wisconsin  53202
 
                    (Name and address of agent for service)

                                (414) 781-6600
         (Telephone number, including area code, of agent for service)
                                        

                        Calculation of Registration Fee
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                  Proposed                    Proposed
                                                                   Maximum                     Maximum                    Amount of
  Title of Securities               Amount to be               Offering Price                 Aggregate                 Registration
   to be Registered                  Registered                   Per Share                 Offering Price                   Fee
  -------------------               ------------               --------------               --------------              ------------
<S>                                 <C>                        <C>                          <C>                         <C>
 
Class A Common Stock,
par value $.20 per share         529,836 shares (1)                  (2)                      $11,824,026 (2)            $3,488.09
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  On July 31, 1998, ZERO Corporation ("ZERO") became a wholly owned
     subsidiary of the Registrant through the merger of STB Acquisition
     Corporation ("Acquisition"), a wholly owned subsidiary of the Registrant,
     with and into ZERO (the "Merger") pursuant to an Agreement and Plan of
     Merger by and among the Registrant, ZERO and Acquisition dated as of April
     6, 1998 (the "Merger Agreement"). Under the Merger Agreement, each share of
     ZERO Common Stock outstanding immediately prior to the effective time of
     the Merger was converted into 0.85 (the "Exchange Ratio") shares of
     Registrant's Class A Common Stock, par value $.20 per share ("Common
     Stock"). Pursuant to the Merger Agreement, each outstanding option to
     purchase shares of ZERO Common Stock (a "ZERO Option") under ZERO's 1994
     Stock Option Plan (the "1994 Plan") and ZERO's 1988 Stock Option Plan (the
     "1988 Plan"), each as amended (collectively, the "Plans"), was assumed by
     the Registrant and converted into an option to purchase shares of
     Registrant's Common Stock on the same terms and conditions as were
     applicable under such ZERO Option, as adjusted to reflect the Exchange
     Ratio. As a result, the Registrant assumed ZERO Options granted under the
     1988 Plan covering an aggregate of 25,840 shares of Common Stock, as so
     adjusted, and ZERO Options granted under the 1994 Plan covering an
     aggregate of 503,996 shares of Common Stock, as so adjusted. No further
     options are intended to be granted under the Plans. The Plans and the ZERO
     Options provide for possible adjustment of the number, price and kind of
     shares covered by options granted in the event of certain capital or other
     changes affecting the Common Stock. Pursuant to Rule 416(a) under the
     Securities Act of 1933, this Registration Statement covers, in addition to
     the above 529,836 shares of Common Stock, an indeterminate number of shares
     that may become subject to the assumed ZERO Options by means of any such
     adjustment.

(2)  The assumed ZERO Options, as adjusted pursuant to the Merger Agreement,
     have various exercise prices ranging from $14.86 to $32.60 per share of
     Common Stock. Pursuant to Rule 457(h), the aggregate offering price and the
     registration fee have been computed upon the basis of the aggregate
     exercise price of the assumed ZERO Options. With respect to the 1988 Plan,
     the aggregate exercise price for the 25,840 shares of Common Stock
     purchasable upon exercise of the assumed ZERO Options is $418,000,
     resulting in a weighted average exercise price of approximately $16.18 per
     share. With respect to the 1994 Plan, the aggregate exercise price for the
     503,996 shares of Common Stock purchasable upon exercise of the assumed
     ZERO Options is $11,406,026, resulting in a weighted average exercise price
     of approximately $22.63 per share.

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

<PAGE>
 
                                    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 Applied Power Inc. (the "Registrant")
(Commission File No. 1-11288) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated herein by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended August 31, 1997 (as amended by Amendment No. 1 thereto on
               Form 10-K/A filed June 19, 1998);

          (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarterly
               periods ended November 30, 1997, February 28, 1998 and May 31,
               1998;

          (c)  The Registrant's Current Reports on Form 8-K reporting events
               occurring on October 3, 1997 (as amended by Amendment No. 1
               thereto on Form 8-K/A filed December 17, 1997), November 4, 1997,
               April 6, 1998, April 16, 1998, June 5, 1998 (as amended by
               Amendment No. 1 thereto on Form 8-K/A filed July 1, 1998 and July
               31, 1998); and

          (d)  The Registrant's Current Report on Form 8-K dated August 12,
               1998, including specifically the description of the Common Stock
               in Item 5 thereof, which updates and supersedes the description
               of the Common Stock contained in the Registrant's Registration
               Statement on Form 8-A filed on August 11, 1987, as previously
               updated by the Registrant's Current Report on Form 8-K dated
               January 28, 1991; and any amendment or report filed for the
               purpose of updating such description.

          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(d) above.

                                       1
<PAGE>
 
Item 5.  Interests of Named Experts and Counsel.

          The legality of the shares of Common Stock registered hereunder will
be passed on for the Registrant by Quarles & Brady, the Registrant's legal
counsel. The Registrant's Secretary, Anthony W. Asmuth III, is a partner of
Quarles & Brady.

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 in connection 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.

          Article VIII of the Registrant's Bylaws 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 also 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.

                                       2

<PAGE>
 
Item 8.  Exhibits.

          See Exhibit Index following the 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.
                           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) of
this section do not apply if the Registration Statement is on Form S-3 or Form 
8, and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant with
the Commission pursuant to Section 13 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 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.


                                       3
<PAGE>
 
          (h) Reference is made to the indemnification provisions described 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.


                                       4
<PAGE>
 

                                  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 Butler, State of Wisconsin, on August 12, 1998.


                                       APPLIED POWER INC.
                                       (Registrant)


                                       By: /s/ ROBERT C. ARZBAECHER
                                           -------------------------------------
                                           Robert C. Arzbaecher
                                           Vice President and
                                           Chief Financial Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard G. Sim and Robert C. Arzbaecher, 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 (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, and any other regulatory authority, granting
unto said attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, 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
<S>                                   <C>

/s/ RICHARD G. SIM                    Chairman of the Board, President and
----------------------------------    Chief Executive Officer; Director
Richard G. Sim


/s/ ROBERT C. ARZBAECHER              Vice President and Chief Financial Officer
----------------------------------    (Principal Financial Officer)
Robert C. Arzbaecher


/s/ RICHARD D. CARROLL                Treasurer, Controller and
----------------------------------    Principal Accounting Officer
Richard D. Carroll


/s/ H. RICHARD CROWTHER               Director
----------------------------------
H. Richard Crowther


/s/ JACK L. HECKEL                    Director
----------------------------------
Jack L. Heckel


/s/ RICHARD A. KASHNOW                Director
----------------------------------
Richard A. Kashnow
</TABLE>

                                      S-1
<PAGE>


<TABLE>
<CAPTION>
<S>                                   <C>

/s/ L. DENNIS KOZLOWSKI               Director
----------------------------------
L. Dennis Kozlowski


                                      Director
----------------------------------
John J. McDonough
</TABLE> 

-----------
*Each of the above signatures is affixed as of August 12, 1998.

                                      S-2
<PAGE>
 

                              APPLIED POWER INC.
                              (the "Registrant")
                         (Commission File No. 1-11288)

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT

<TABLE>
<CAPTION>
Exhibit                                                      Incorporated Herein               Filed
Number                   Description                           By Reference To                Herewith
------                   -----------                         -------------------              --------
<C>       <S>                                          <C>                               <C>
 4.1      Restated Articles of Incorporation of the    Exhibit 4.1 to the Registrant's
          Registrant (dated as of February 13,         Registration Statement on
          1998)                                        Form S-8 (File No. 333-46469)

 4.2      Amended and Restated Bylaws of the           Exhibit 3.2 to the Registrant's
          Registrant (effective as of January 8,       Form 10-K for the fiscal year
          1997)                                        ended August 31, 1997

 5        Opinion of Quarles & Brady                                                             X

23.1      Consent of  Deloitte & Touche LLP, the                                                 X
          Registrant's independent accountants
          (and independent accountants for Versa
          Technologies, Inc.)

23.2      Consent of Deloitte & Touche LLP,                                                      X
          ZERO's independent accountants

23.3      Consent of Ernst & Young, VERO                                                         X
          Group plc's independent accountants

23.4      Consent of Quarles & Brady                                                     Contained in
                                                                                         Exhibit 5

24        Power of Attorney                                                              Contained in
                                                                                         Signatures page to
                                                                                         this Registration
                                                                                         Statement
</TABLE>

                                     EI-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24956}]
{"company-data": {"conformed-name": "APPLIED POWER INC", "cik": "0000006955", "assigned-sic": "3590", "irs-number": "390168610", "state-of-incorporation": "WI", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61279", "film-number": "98684006"}, "business-address": {"street1": "P O BOX 325", "city": "MILWAUKEE", "state": "WI", "zip": "53201", "phone": "4147816600"}, "mail-address": {"street1": "PO BOX 325", "city": "MILWAUKEE", "state": "WI", "zip": "53201"}, "former-company": {"former-conformed-name": "APPLIED POWER INDUSTRIES INC", "date-changed": "19730123"}}
Registration No. 333-_____

    As filed with the Securities and Exchange Commission on August 12, 1998
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              __________________

                              APPLIED POWER INC.
            (Exact name of registrant as specified in its charter)

                WISCONSIN                                    39-0168610
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

     13000 West Silver Spring Drive
           Butler, Wisconsin                                 53007-1093
(Address of Principal Executive Offices)                     (Zip Code)
                                _______________

                    ZERO CORPORATION 1988 STOCK OPTION PLAN
                    ZERO CORPORATION 1994 STOCK OPTION PLAN
                           (Full title of the plan)
                              ___________________
                                        
          ROBERT C. ARZBAECHER                                 Copy to:
Vice President and Chief Financial Officer           ANTHONY W. ASMUTH III, ESQ.
             Applied Power Inc.                             Quarles & Brady
     13000 West Silver Spring Drive                   411 East Wisconsin Avenue
     Butler, Wisconsin  53007-1093                   Milwaukee, Wisconsin  53202
 
                    (Name and address of agent for service)

                                (414) 781-6600
         (Telephone number, including area code, of agent for service)
                                        

                        Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
                                                                  Proposed                    Proposed
                                                                   Maximum                     Maximum                    Amount of
  Title of Securities               Amount to be               Offering Price                 Aggregate                 Registration
   to be Registered                  Registered                   Per Share                 Offering Price                   Fee
  -------------------               ------------               --------------               --------------              ------------
Class A Common Stock,
par value $.20 per share         529,836 shares (1)                  (2)                      $11,824,026 (2)            $3,488.09
------------------------------------------------------------------------------------------------------------------------------------
(1)  On July 31, 1998, ZERO Corporation ("ZERO") became a wholly owned
     subsidiary of the Registrant through the merger of STB Acquisition
     Corporation ("Acquisition"), a wholly owned subsidiary of the Registrant,
     with and into ZERO (the "Merger") pursuant to an Agreement and Plan of
     Merger by and among the Registrant, ZERO and Acquisition dated as of April
     6, 1998 (the "Merger Agreement"). Under the Merger Agreement, each share of
     ZERO Common Stock outstanding immediately prior to the effective time of
     the Merger was converted into 0.85 (the "Exchange Ratio") shares of
     Registrant's Class A Common Stock, par value $.20 per share ("Common
     Stock"). Pursuant to the Merger Agreement, each outstanding option to
     purchase shares of ZERO Common Stock (a "ZERO Option") under ZERO's 1994
     Stock Option Plan (the "1994 Plan") and ZERO's 1988 Stock Option Plan (the
     "1988 Plan"), each as amended (collectively, the "Plans"), was assumed by
     the Registrant and converted into an option to purchase shares of
     Registrant's Common Stock on the same terms and conditions as were
     applicable under such ZERO Option, as adjusted to reflect the Exchange
     Ratio. As a result, the Registrant assumed ZERO Options granted under the
     1988 Plan covering an aggregate of 25,840 shares of Common Stock, as so
     adjusted, and ZERO Options granted under the 1994 Plan covering an
     aggregate of 503,996 shares of Common Stock, as so adjusted. No further
     options are intended to be granted under the Plans. The Plans and the ZERO
     Options provide for possible adjustment of the number, price and kind of
     shares covered by options granted in the event of certain capital or other
     changes affecting the Common Stock. Pursuant to Rule 416(a) under the
     Securities Act of 1933, this Registration Statement covers, in addition to
     the above 529,836 shares of Common Stock, an indeterminate number of shares
     that may become subject to the assumed ZERO Options by means of any such
     adjustment.

(2)  The assumed ZERO Options, as adjusted pursuant to the Merger Agreement,
     have various exercise prices ranging from $14.86 to $32.60 per share of
     Common Stock. Pursuant to Rule 457(h), the aggregate offering price and the
     registration fee have been computed upon the basis of the aggregate
     exercise price of the assumed ZERO Options. With respect to the 1988 Plan,
     the aggregate exercise price for the 25,840 shares of Common Stock
     purchasable upon exercise of the assumed ZERO Options is $418,000,
     resulting in a weighted average exercise price of approximately $16.18 per
     share. With respect to the 1994 Plan, the aggregate exercise price for the
     503,996 shares of Common Stock purchasable upon exercise of the assumed
     ZERO Options is $11,406,026, resulting in a weighted average exercise price
     of approximately $22.63 per share.

================================================================================
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 Applied Power Inc. (the "Registrant")
(Commission File No. 1-11288) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated herein by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended August 31, 1997 (as amended by Amendment No. 1 thereto on
               Form 10-K/A filed June 19, 1998);

          (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarterly
               periods ended November 30, 1997, February 28, 1998 and May 31,
               1998;

          (c)  The Registrant's Current Reports on Form 8-K reporting events
               occurring on October 3, 1997 (as amended by Amendment No. 1
               thereto on Form 8-K/A filed December 17, 1997), November 4, 1997,
               April 6, 1998, April 16, 1998, June 5, 1998 (as amended by
               Amendment No. 1 thereto on Form 8-K/A filed July 1, 1998 and July
               31, 1998); and

          (d)  The Registrant's Current Report on Form 8-K dated August 12,
               1998, including specifically the description of the Common Stock
               in Item 5 thereof, which updates and supersedes the description
               of the Common Stock contained in the Registrant's Registration
               Statement on Form 8-A filed on August 11, 1987, as previously
               updated by the Registrant's Current Report on Form 8-K dated
               January 28, 1991; and any amendment or report filed for the
               purpose of updating such description.

          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(d) above.

                                       1
Item 5.  Interests of Named Experts and Counsel.

          The legality of the shares of Common Stock registered hereunder will
be passed on for the Registrant by Quarles & Brady, the Registrant's legal
counsel. The Registrant's Secretary, Anthony W. Asmuth III, is a partner of
Quarles & Brady.

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 in connection 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.

          Article VIII of the Registrant's Bylaws 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 also 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.

                                       2
Item 8.  Exhibits.

          See Exhibit Index following the 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.
                           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) of
this section do not apply if the Registration Statement is on Form S-3 or Form 
8, and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant with
the Commission pursuant to Section 13 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 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.

                                       3
(h) Reference is made to the indemnification provisions described 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.

                                       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 Butler, State of Wisconsin, on August 12, 1998.

                                       APPLIED POWER INC.
                                       (Registrant)

                                       By: /s/ ROBERT C. ARZBAECHER
                                           -------------------------------------
                                           Robert C. Arzbaecher
                                           Vice President and
                                           Chief Financial Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard G. Sim and Robert C. Arzbaecher, 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 (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, and any other regulatory authority, granting
unto said attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, 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
/s/ RICHARD G. SIM                    Chairman of the Board, President and
----------------------------------    Chief Executive Officer; Director
Richard G. Sim

/s/ ROBERT C. ARZBAECHER              Vice President and Chief Financial Officer
----------------------------------    (Principal Financial Officer)
Robert C. Arzbaecher

/s/ RICHARD D. CARROLL                Treasurer, Controller and
----------------------------------    Principal Accounting Officer
Richard D. Carroll

/s/ H. RICHARD CROWTHER               Director
----------------------------------
H. Richard Crowther

/s/ JACK L. HECKEL                    Director
----------------------------------
Jack L. Heckel

/s/ RICHARD A. KASHNOW                Director
----------------------------------
Richard A. Kashnow
S-1
/s/ L. DENNIS KOZLOWSKI               Director
----------------------------------
L. Dennis Kozlowski

                                      Director
----------------------------------
John J. McDonough
-----------
*Each of the above signatures is affixed as of August 12, 1998.

                                      S-2
APPLIED POWER INC.
                              (the "Registrant")
                         (Commission File No. 1-11288)

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT
Exhibit                                                      Incorporated Herein               Filed
Number                   Description                           By Reference To                Herewith
------                   -----------                         -------------------              --------
4.1      Restated Articles of Incorporation of the    Exhibit 4.1 to the Registrant's
          Registrant (dated as of February 13,         Registration Statement on
          1998)                                        Form S-8 (File No. 333-46469)

 4.2      Amended and Restated Bylaws of the           Exhibit 3.2 to the Registrant's
          Registrant (effective as of January 8,       Form 10-K for the fiscal year
          1997)                                        ended August 31, 1997

 5        Opinion of Quarles & Brady                                                             X

23.1      Consent of  Deloitte & Touche LLP, the                                                 X
          Registrant's independent accountants
          (and independent accountants for Versa
          Technologies, Inc.)

23.2      Consent of Deloitte & Touche LLP,                                                      X
          ZERO's independent accountants

23.3      Consent of Ernst & Young, VERO                                                         X
          Group plc's independent accountants

23.4      Consent of Quarles & Brady                                                     Contained in
                                                                                         Exhibit 5

24        Power of Attorney                                                              Contained in
                                                                                         Signatures page to
                                                                                         this Registration
                                                                                         Statement
EI-1