<PAGE>
 
                                            Registration No. 333-_______________

   As filed with the Securities and Exchange Commission on December 16, 1997
================================================================================

                       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)
                                _______________

                              APW 401(K) PLAN (1)
                            (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         500,000 shares (2)     $67.125(3)      $33,562,500(3)        $9,901
---------------------------------------------------------------------------------------------------------- 
</TABLE>

(1) This Registration Statement is being filed by the Registrant, the Applied
    Power Inc. Employee Stock Ownership Plan ("ESOP") and the Applied Power Inc.
    Employee Savings Plan ("Savings Plan") to register shares of Applied Power
    Inc. Class A Common Stock, par value $.20 per share ("Common Stock"), to be
    issued beginning January 1, 1998 pursuant to the APW 401(k) Plan.  Effective
    December 31, 1997, the ESOP and the Savings Plan shall merge to become the
    APW 401(k) Plan (the "Plan").

(2) The APW 401(k) Plan provides for the issuance of up to 500,000 shares of
    Common Stock.  Pursuant to Rule 416(c) under the Securities Act of 1933,
    this Registration Statement covers, in addition to the above stated 500,000
    shares, an indeterminate amount of interests to be sold pursuant to the APW
    401(k) Plan.

(3) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
    registration fee, based upon $67.125 per share, which is the average of the
    high and low sales prices of the Common Stock reported on the New York Stock
    Exchange on December 10, 1997.

================================================================================
<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 by the
Registrant, the ESOP and the Savings Plan:

     (a)  Annual Report on Form 10-K for the fiscal year ended August 31, 1997;
          and

     (b)  The Company's Current Report on Form 8-K dated January 28, 1991,
          including specifically the description of the Common Stock in Item 5
          thereof filed for the purpose of updating the description of the
          Common Stock contained in the Company's registration statement filed
          with respect thereto under the 1934 Act, including any amendment or
          report filed for the purpose of updating such description.

     Pursuant to Instruction A.2. to Form S-8 and the Commission's
interpretations thereunder, the Item 3 requirement pertaining to incorporation
by reference in this Registration Statement of the Plan's most recent annual
report is not applicable.

     All documents subsequently filed by the Registrant and the Plan 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(b) above.

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 which serves as counsel to the Registrant.

                                      -1-
<PAGE>
 
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.

Item 8.  Exhibits.

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

     The Registrant undertakes to submit the APW 401(k) Plan to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes required by
the IRS in order to qualify such plan.

                                      -2-
<PAGE>
 
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 S-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 (and 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 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

                                      -3-
<PAGE>
 
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 December 16, 1997.

                                    APPLIED POWER INC.
                                    (Registrant)


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


                               POWER OF ATTORNEY

     KNOW ALL MEN BE 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          Controller
------------------------        (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
<PAGE>
 
/s/ L. Dennis Kozlowski               Director
-----------------------            
L. Dennis Kozlowski

/s/ John J. McDonough                 Director
-----------------------            
John J. McDonough

______________

*Each of the above signatures is affixed as of December 16, 1997.

                                      S-2
<PAGE>
 
     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have 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
December 15, 1997.

                                    APPLIED POWER INC. EMPLOYEE STOCK 
                                    OWNERSHIP PLAN


                                    By:  FIRSTAR TRUST COMPANY,
                                         Trustee


                                    By:  /s/ Kenton S. Anderson
                                         ---------------------------------
                                         Name: Kenton S. Anderson
                                               ---------------------------
                                         Title: V.P. and Relationship Mgr.
                                                --------------------------
 
     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the Village of Butler, State of Wisconsin, on
December 15, 1997.

                                    APPLIED POWER INC. EMPLOYEE SAVINGS PLAN


                                    By:  APPLIED POWER INC. BENEFIT PLAN
                                         ADMINISTRATIVE COMMITTEE,
                                         Plan Administrator


                                    By: /s/ Donald R. Cleveland
                                        ---------------------------------------
                                         Name: Donald R. Cleveland
                                               --------------------------------
                                         Title: Administrative Committee Member
                                                -------------------------------

                                      S-3
<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
-------                   -----------                        -------------------             --------       
<S>          <C>                                         <C>                                 <C> 
4.1(a)       Amended and Restated Articles of            Exhibit 19.1(a) to the
             Incorporation of the Registrant (as         Registrant's Form 10-Q for
             adopted January 8, 1987)                    quarter ended February 28,
                                                         1990 ("2/28/90 10-Q")

    (b)      Articles of Amendment to Amended and        Exhibit 19.1(b) to 2/28/90
             Restated Articles of Incorporation,         10-Q
             amending Sections 3.1 and 3.2 of Article
             III and Article IV (as adopted January
             13, 1990)

4.2          Amended and Restated Bylaws of the          Exhibit 3.2 to the
             Registrant (as last amended by              Registrant's
             amendment to Section 3.01 decreasing        Form 10-K for year ended
             the number of directors to six, adopted     August 31, 1997 ("1997
             August 8, 1996 and effective as of          10-K")
             January 8, 1997)

5            Opinion of Counsel                                                                   X

23.1         Consent of Independent Accountants                                                   X

23.2         Consent of Counsel                                                               Contained in
                                                                                              Opinion filed as
                                                                                              Exhibit 5

24           Power of Attorney                                                                Contained in
                                                                                              Signatures Page to
                                                                                              this Registration
                                                                                              Statement
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24602}]
{"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": "333-42353", "film-number": "97739113"}, "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 December 16, 1997
================================================================================

                       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)
                                _______________

                              APW 401(K) PLAN (1)
                            (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         500,000 shares (2)     $67.125(3)      $33,562,500(3)        $9,901
----------------------------------------------------------------------------------------------------------
(1) This Registration Statement is being filed by the Registrant, the Applied
    Power Inc. Employee Stock Ownership Plan ("ESOP") and the Applied Power Inc.
    Employee Savings Plan ("Savings Plan") to register shares of Applied Power
    Inc. Class A Common Stock, par value $.20 per share ("Common Stock"), to be
    issued beginning January 1, 1998 pursuant to the APW 401(k) Plan.  Effective
    December 31, 1997, the ESOP and the Savings Plan shall merge to become the
    APW 401(k) Plan (the "Plan").

(2) The APW 401(k) Plan provides for the issuance of up to 500,000 shares of
    Common Stock.  Pursuant to Rule 416(c) under the Securities Act of 1933,
    this Registration Statement covers, in addition to the above stated 500,000
    shares, an indeterminate amount of interests to be sold pursuant to the APW
    401(k) Plan.

(3) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
    registration fee, based upon $67.125 per share, which is the average of the
    high and low sales prices of the Common Stock reported on the New York Stock
    Exchange on December 10, 1997.

================================================================================
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 by the
Registrant, the ESOP and the Savings Plan:

     (a)  Annual Report on Form 10-K for the fiscal year ended August 31, 1997;
          and

     (b)  The Company's Current Report on Form 8-K dated January 28, 1991,
          including specifically the description of the Common Stock in Item 5
          thereof filed for the purpose of updating the description of the
          Common Stock contained in the Company's registration statement filed
          with respect thereto under the 1934 Act, including any amendment or
          report filed for the purpose of updating such description.

     Pursuant to Instruction A.2. to Form S-8 and the Commission's
interpretations thereunder, the Item 3 requirement pertaining to incorporation
by reference in this Registration Statement of the Plan's most recent annual
report is not applicable.

     All documents subsequently filed by the Registrant and the Plan 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(b) above.

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 which serves as counsel to the Registrant.

                                      -1-
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.

Item 8.  Exhibits.

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

     The Registrant undertakes to submit the APW 401(k) Plan to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes required by
the IRS in order to qualify such plan.

                                      -2-
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 S-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 (and 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 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

                                      -3-
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 December 16, 1997.

                                    APPLIED POWER INC.
                                    (Registrant)

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

                               POWER OF ATTORNEY

     KNOW ALL MEN BE 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          Controller
------------------------        (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

/s/ John J. McDonough                 Director
-----------------------            
John J. McDonough

______________

*Each of the above signatures is affixed as of December 16, 1997.

                                      S-2
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have 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
December 15, 1997.

                                    APPLIED POWER INC. EMPLOYEE STOCK 
                                    OWNERSHIP PLAN

                                    By:  FIRSTAR TRUST COMPANY,
                                         Trustee

                                    By:  /s/ Kenton S. Anderson
                                         ---------------------------------
                                         Name: Kenton S. Anderson
                                               ---------------------------
                                         Title: V.P. and Relationship Mgr.
                                                --------------------------
 
     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the Village of Butler, State of Wisconsin, on
December 15, 1997.

                                    APPLIED POWER INC. EMPLOYEE SAVINGS PLAN

                                    By:  APPLIED POWER INC. BENEFIT PLAN
                                         ADMINISTRATIVE COMMITTEE,
                                         Plan Administrator

                                    By: /s/ Donald R. Cleveland
                                        ---------------------------------------
                                         Name: Donald R. Cleveland
                                               --------------------------------
                                         Title: Administrative Committee Member
                                                -------------------------------

                                      S-3
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(a)       Amended and Restated Articles of            Exhibit 19.1(a) to the
             Incorporation of the Registrant (as         Registrant's Form 10-Q for
             adopted January 8, 1987)                    quarter ended February 28,
                                                         1990 ("2/28/90 10-Q")

    (b)      Articles of Amendment to Amended and        Exhibit 19.1(b) to 2/28/90
             Restated Articles of Incorporation,         10-Q
             amending Sections 3.1 and 3.2 of Article
             III and Article IV (as adopted January
             13, 1990)

4.2          Amended and Restated Bylaws of the          Exhibit 3.2 to the
             Registrant (as last amended by              Registrant's
             amendment to Section 3.01 decreasing        Form 10-K for year ended
             the number of directors to six, adopted     August 31, 1997 ("1997
             August 8, 1996 and effective as of          10-K")
             January 8, 1997)

5            Opinion of Counsel                                                                   X

23.1         Consent of Independent Accountants                                                   X

23.2         Consent of Counsel                                                               Contained in
                                                                                              Opinion filed as
                                                                                              Exhibit 5

24           Power of Attorney                                                                Contained in
                                                                                              Signatures Page to
                                                                                              this Registration
                                                                                              Statement