As filed with the Securities and Exchange Commission on July 3, 2001
                                                         Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

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

                        GLOBAL POWER EQUIPMENT GROUP INC.

              Delaware                                 73-1541378
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                     Identification No.)


   6120 South Yale, Suite 1480
         Tulsa, Oklahoma                                  74136
(Address of Principal Executive Offices)                (Zip Code)
                        --------------------------------

                                2000 Option Plan
                           (Full title of the plan(s))
                        --------------------------------

                                Larry D. Edwards
                      President and Chief Executive Officer
                        Global Power Equipment Group Inc.
                           6120 South Yale, Suite 1480
                              Tulsa, Oklahoma 74136
                     (Name and address of agent for service)

                                 (918) 488-0828
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                             Maureen Brundage, Esq.
                                White & Case LLP
                          1155 Avenue of the Americas,
                            New York, New York 10036
                                 (212) 819-8200
                        --------------------------------
                Approximate date of proposed sale pursuant to the
            plan: From time to time after the effective date of this
                             registration statement.
                        --------------------------------

<PAGE>


<TABLE>



                         CALCULATION OF REGISTRATION FEE
------------------------- ------------------- ----------------------- --------------------------- --------------------
<S>                     <C>                  <C>                      <C>                        <C>
 Title of securities to      Amount to be        Proposed maximum          Proposed maximum            Amount of
     be registered          registered (1)      offering price per     aggregate offering price    registration fee
                                                      share
------------------------- ------------------- ----------------------- --------------------------- --------------------
Common Stock, par value     3,440,257 (2)           $3.90 (2)              $ 13,417,002.30(2)          $3,354.25
    $0.01 per share
------------------------- ------------------- ----------------------- --------------------------- --------------------


</TABLE>


(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this  Registration
Statement also covers such indeterminate amount of shares of common stock as may
become issuable as a result of any future anti-dilution adjustment in accordance
with the terms of the 2000 Option Plan.

(2) The offering  price is  estimated  solely for  purposes of  calculating  the
registration fee. Pursuant to Rule 457(h), the proposed maximum registration fee
has been calculated for the common stock that may be issued upon exercise of (a)
options  that have been  granted  under the 2000 Option Plan using the  exercise
price of the issued  options and (b) options that may be granted  under the 2000
Option Plan using the average of the high and low prices of the Company's common
stock as reported by the New York Stock Exchange on June 26, 2001.



                                      -2-


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The documents  containing the information  specified in Part I of Form
S-8  will be sent or  given  to  participants  as  specified  by Rule  428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
Pursuant to the  instructions in Part 1 of Form S-8, we are not required to file
these documents either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following are incorporated by reference and made a part of this
registration statement:

         (i)   our prospectus  dated May 17, 2001, filed with the Securities and
               Exchange  Commission  (the "SEC")  pursuant to Rule 424(b) on May
               21, 2001; and

         (ii)  the description of our common stock contained in our registration
               statement on Form 8-A as filed with the SEC on May 18, 2001.

          All documents we file pursuant to Sections 13(a),  13(c), 14 and 15(d)
of the  Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),
subsequent to the effective date of this  registration  statement,  prior to the
filing of a post-effective amendment which indicates that all securities offered
by  this  registration  statement  have  been  sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  and to be a part of this  registration  statement  from  the  date of
filing of such  documents.  Any  statement  contained  herein or in any document
incorporated  or deemed to be  incorporated  by reference  shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement  contained in any other  subsequently filed document which also
is or is deemed to be  incorporated  by reference  modifies or  supersedes  such
statement.  Any such statement so modified or superseded  shall not be deemed to
constitute  a part of this  registration  statement,  except as so  modified  or
superseded.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interest of Named Experts and Counsel

Not applicable.



                                      -3-



<PAGE>





Item 6. Indemnification of Officers and Directors

Liability

          Section  102(b)(7) of Delaware's  General  Corporation  Law gives each
Delaware  corporation  the power to eliminate or limit its  directors'  personal
liability  to the  corporation  or its  stockholders  for  monetary  damages for
certain breaches of fiduciary duty as a director, except:

          o    for  any  breach  of  the  director's  duty  of  loyalty  to  the
               corporation or its stockholders;

          o    for  acts  or  omissions  not in good  faith,  or  which  involve
               intentional misconduct or a knowing violation of the law;

          o    under  Section  174  of  Delaware's   General   Corporation   Law
               (providing for liability of directors for the unlawful payment of
               dividends or unlawful stock purchases or redemptions); or

          o    for any  transaction  from which a director  derived an  improper
               personal benefit.

          You  should  know  that  our  Amended  and  Restated   Certificate  of
Incorporation  eliminates the personal liability of our directors to the fullest
extent permitted by Section 102(b)(7) of Delaware's corporation law.

Indemnification

          Section 145 of Delaware's General Corporation Law grants each Delaware
corporation the power to indemnify its directors and officers against  liability
for certain of their acts.

          Article IV of our Amended and Restated By-Laws provides that we shall,
to the full  extent  permitted  by law,  indemnify  each  person who is or was a
director,  officer,  employee  or agent of our company  and may  indemnify  each
person who is or was serving at our request as a director,  officer, employee or
agent of or  participant  in  another  corporation  or of a  partnership,  joint
venture, trust or other enterprise.

          As permitted by Section  102(b)(7) of Delaware's  General  Corporation
Law,  Article  IX of our  Amended  and  Restated  Certificate  of  Incorporation
provides that a director of our company will not be  personally  liable to us or
our  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except (1) for any breach of the director's  duty of loyalty to us or
our  stockholders,  (2) for act or omissions  not in good faith or which involve
intentional  misconduct or a knowing violation of the law, (3) under Section 174
of Delaware's General  Corporation Law or (4) for any transaction from which the
director derived an improper personal benefit.  Article IX also provides that we
will indemnify officers,  directors,  employees and agents of our company to the
fullest extent  permitted under Delaware's  General  Corporation Law and advance
expenses incurred by such directors,  officers, employees and agents in relation
to any action, suit or proceeding.


                                      -4-


<PAGE>



Item 7.  Exemption From Registration Claimed

Not applicable.

Item 8.  Exhibits

4.1      Amended and  Restated  Certificate  of  Incorporation  of Global  Power
         Equipment Group Inc.
4.2      Amended and Restated By-laws of Global Power Equipment Group Inc.
5.1      Opinion of White & Case LLP
23.1     Consent of Arthur Andersen LLP
23.2     Consent of White & Case LLP (contained in Exhibit 5.1 filed herewith)
24       Powers of Attorney (included on signature pages hereto)

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;

                        (ii)    To reflect in the prospectus any facts or events
                                arising   after  the   effective   date  of  the
                                Registration   Statement  (or  the  most  recent
                                post-effective    amendment    thereof)   which,
                                individually  or in the  aggregate,  represent a
                                fundamental  change in the information set forth
                                in the Registration Statement;

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

                        provided, however, that paragraphs (i) and (ii) above do
                        not apply if the information  required to be included in
                        a  post-effective   amendment  by  those  paragraphs  is
                        contained in periodic reports filed with or furnished to
                        the SEC by the  registrant  pursuant  to  Section  13 or
                        15(d)  of the  Exchange  Act that  are  incorporated  by
                        reference in the Registration Statement;

                  (2)   That,  for the  purposes of  determining  any  liability
                        under  the  Securities  Act,  each  such  post-effective
                        amendment  shall  be  deemed  to be a  new  registration
                        statement  relating to the securities  offered  therein,
                        and the offering of such  securities  at that time shall
                        be deemed to be the initial bona fide offering  thereof;
                        and

                  (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, each filing of the registrant's annual report pursuant to
                  Section   13(a)  or  15(d)  of  the   Exchange   Act  that  is
                  incorporated by reference in this Registration Statement shall
                  be deemed to be a new registration  statement  relating to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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


                                      -6-


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Tulsa,  State of  Oklahoma on this 30th day of
June, 2001.



                                   GLOBAL POWER EQUIPMENT GROUP INC.



                                   By:/s/ Larry D. Edwards
                                      ----------------------------------------
                                   Name:   Larry D. Edwards
                                   Title:  President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Larry D. Edwards and James P. Wilson 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 granting
unto said  attorneys-in-fact  and agents, each of them, full power and authority
to do and perform each and every act and thing requisite or 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  the  said
attorneys-in-fact  and agents or either of them,  or his or their  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.



                                      -7-


<PAGE>




         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been  signed by the  following  persons  (who
include a majority of the Board of Directors) in the capacities and on the dates
indicated.



Signature                       Title                                  Date
/s/Larry D. Edwards
---------------------      President, Chief Executive Officer      June 30, 2001
Larry D. Edwards           and Director
                           (Principal Executive Officer)

/s/Michael H. Hackner
----------------------     Chief Financial Officer and Vice        June 30, 2001
Michael H. Hackner         President of Finance
                           (Principal Financial and Accounting
                           Officer)

/s/Stephen Eisenstein
----------------------    Chairman of the Board                    June 30, 2001
Stephen Eisenstein

/s/Edgar Hotard
---------------------     Director                                 June 30, 2001
Edgar Hotard

/s/Ira Kleinman
---------------------     Director                                 June 30, 2001
Ira Kleinman

/s/Bengt Sohlen
---------------------     Director                                 June 30, 2001
Bengt Sohlen



                                      -8-
[{"type": "S-8", "sequence": "1", "filename": "a752786_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18311}]
{"company-data": {"conformed-name": "GLOBAL POWER EQUIPMENT GROUP INC/", "cik": "0001136294", "assigned-sic": "3443", "irs-number": "731541378", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64510", "film-number": "1674687"}, "business-address": {"street1": "6120 SOUTH YALE", "street2": "SUITE 1480", "city": "TULSA", "state": "OK", "zip": "74136", "phone": "9184880828"}, "mail-address": {"street1": "6120 SOUTH YALE", "street2": "SUITE 1480", "city": "TULSA", "state": "OK", "zip": "74136"}, "former-company": {"former-conformed-name": "GEEG INC", "date-changed": "20010306"}}
As filed with the Securities and Exchange Commission on July 3, 2001
                                                         Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

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

                        GLOBAL POWER EQUIPMENT GROUP INC.

              Delaware                                 73-1541378
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                     Identification No.)

   6120 South Yale, Suite 1480
         Tulsa, Oklahoma                                  74136
(Address of Principal Executive Offices)                (Zip Code)
                        --------------------------------

                                2000 Option Plan
                           (Full title of the plan(s))
                        --------------------------------

                                Larry D. Edwards
                      President and Chief Executive Officer
                        Global Power Equipment Group Inc.
                           6120 South Yale, Suite 1480
                              Tulsa, Oklahoma 74136
                     (Name and address of agent for service)

                                 (918) 488-0828
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                             Maureen Brundage, Esq.
                                White & Case LLP
                          1155 Avenue of the Americas,
                            New York, New York 10036
                                 (212) 819-8200
                        --------------------------------
                Approximate date of proposed sale pursuant to the
            plan: From time to time after the effective date of this
                             registration statement.
                        --------------------------------
CALCULATION OF REGISTRATION FEE
------------------------- ------------------- ----------------------- --------------------------- --------------------
Title of securities to      Amount to be        Proposed maximum          Proposed maximum            Amount of
     be registered          registered (1)      offering price per     aggregate offering price    registration fee
                                                      share
------------------------- ------------------- ----------------------- --------------------------- --------------------
Common Stock, par value     3,440,257 (2)           $3.90 (2)              $ 13,417,002.30(2)          $3,354.25
    $0.01 per share
------------------------- ------------------- ----------------------- --------------------------- --------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this  Registration
Statement also covers such indeterminate amount of shares of common stock as may
become issuable as a result of any future anti-dilution adjustment in accordance
with the terms of the 2000 Option Plan.

(2) The offering  price is  estimated  solely for  purposes of  calculating  the
registration fee. Pursuant to Rule 457(h), the proposed maximum registration fee
has been calculated for the common stock that may be issued upon exercise of (a)
options  that have been  granted  under the 2000 Option Plan using the  exercise
price of the issued  options and (b) options that may be granted  under the 2000
Option Plan using the average of the high and low prices of the Company's common
stock as reported by the New York Stock Exchange on June 26, 2001.

                                      -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The documents  containing the information  specified in Part I of Form
S-8  will be sent or  given  to  participants  as  specified  by Rule  428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
Pursuant to the  instructions in Part 1 of Form S-8, we are not required to file
these documents either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following are incorporated by reference and made a part of this
registration statement:

         (i)   our prospectus  dated May 17, 2001, filed with the Securities and
               Exchange  Commission  (the "SEC")  pursuant to Rule 424(b) on May
               21, 2001; and

         (ii)  the description of our common stock contained in our registration
               statement on Form 8-A as filed with the SEC on May 18, 2001.

          All documents we file pursuant to Sections 13(a),  13(c), 14 and 15(d)
of the  Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),
subsequent to the effective date of this  registration  statement,  prior to the
filing of a post-effective amendment which indicates that all securities offered
by  this  registration  statement  have  been  sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  and to be a part of this  registration  statement  from  the  date of
filing of such  documents.  Any  statement  contained  herein or in any document
incorporated  or deemed to be  incorporated  by reference  shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement  contained in any other  subsequently filed document which also
is or is deemed to be  incorporated  by reference  modifies or  supersedes  such
statement.  Any such statement so modified or superseded  shall not be deemed to
constitute  a part of this  registration  statement,  except as so  modified  or
superseded.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interest of Named Experts and Counsel

Not applicable.

                                      -3-
Item 6. Indemnification of Officers and Directors

Liability

          Section  102(b)(7) of Delaware's  General  Corporation  Law gives each
Delaware  corporation  the power to eliminate or limit its  directors'  personal
liability  to the  corporation  or its  stockholders  for  monetary  damages for
certain breaches of fiduciary duty as a director, except:

          o    for  any  breach  of  the  director's  duty  of  loyalty  to  the
               corporation or its stockholders;

          o    for  acts  or  omissions  not in good  faith,  or  which  involve
               intentional misconduct or a knowing violation of the law;

          o    under  Section  174  of  Delaware's   General   Corporation   Law
               (providing for liability of directors for the unlawful payment of
               dividends or unlawful stock purchases or redemptions); or

          o    for any  transaction  from which a director  derived an  improper
               personal benefit.

          You  should  know  that  our  Amended  and  Restated   Certificate  of
Incorporation  eliminates the personal liability of our directors to the fullest
extent permitted by Section 102(b)(7) of Delaware's corporation law.

Indemnification

          Section 145 of Delaware's General Corporation Law grants each Delaware
corporation the power to indemnify its directors and officers against  liability
for certain of their acts.

          Article IV of our Amended and Restated By-Laws provides that we shall,
to the full  extent  permitted  by law,  indemnify  each  person who is or was a
director,  officer,  employee  or agent of our company  and may  indemnify  each
person who is or was serving at our request as a director,  officer, employee or
agent of or  participant  in  another  corporation  or of a  partnership,  joint
venture, trust or other enterprise.

          As permitted by Section  102(b)(7) of Delaware's  General  Corporation
Law,  Article  IX of our  Amended  and  Restated  Certificate  of  Incorporation
provides that a director of our company will not be  personally  liable to us or
our  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except (1) for any breach of the director's  duty of loyalty to us or
our  stockholders,  (2) for act or omissions  not in good faith or which involve
intentional  misconduct or a knowing violation of the law, (3) under Section 174
of Delaware's General  Corporation Law or (4) for any transaction from which the
director derived an improper personal benefit.  Article IX also provides that we
will indemnify officers,  directors,  employees and agents of our company to the
fullest extent  permitted under Delaware's  General  Corporation Law and advance
expenses incurred by such directors,  officers, employees and agents in relation
to any action, suit or proceeding.

                                      -4-
Item 7.  Exemption From Registration Claimed

Not applicable.

Item 8.  Exhibits

4.1      Amended and  Restated  Certificate  of  Incorporation  of Global  Power
         Equipment Group Inc.
4.2      Amended and Restated By-laws of Global Power Equipment Group Inc.
5.1      Opinion of White & Case LLP
23.1     Consent of Arthur Andersen LLP
23.2     Consent of White & Case LLP (contained in Exhibit 5.1 filed herewith)
24       Powers of Attorney (included on signature pages hereto)

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;

                        (ii)    To reflect in the prospectus any facts or events
                                arising   after  the   effective   date  of  the
                                Registration   Statement  (or  the  most  recent
                                post-effective    amendment    thereof)   which,
                                individually  or in the  aggregate,  represent a
                                fundamental  change in the information set forth
                                in the Registration Statement;

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

                        provided, however, that paragraphs (i) and (ii) above do
                        not apply if the information  required to be included in
                        a  post-effective   amendment  by  those  paragraphs  is
                        contained in periodic reports filed with or furnished to
                        the SEC by the  registrant  pursuant  to  Section  13 or
                        15(d)  of the  Exchange  Act that  are  incorporated  by
                        reference in the Registration Statement;

                  (2)   That,  for the  purposes of  determining  any  liability
                        under  the  Securities  Act,  each  such  post-effective
                        amendment  shall  be  deemed  to be a  new  registration
                        statement  relating to the securities  offered  therein,
                        and the offering of such  securities  at that time shall
                        be deemed to be the initial bona fide offering  thereof;
                        and

                  (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, each filing of the registrant's annual report pursuant to
                  Section   13(a)  or  15(d)  of  the   Exchange   Act  that  is
                  incorporated by reference in this Registration Statement shall
                  be deemed to be a new registration  statement  relating to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

                                      -6-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Tulsa,  State of  Oklahoma on this 30th day of
June, 2001.

                                   GLOBAL POWER EQUIPMENT GROUP INC.

                                   By:/s/ Larry D. Edwards
                                      ----------------------------------------
                                   Name:   Larry D. Edwards
                                   Title:  President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Larry D. Edwards and James P. Wilson 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 granting
unto said  attorneys-in-fact  and agents, each of them, full power and authority
to do and perform each and every act and thing requisite or 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  the  said
attorneys-in-fact  and agents or either of them,  or his or their  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                      -7-
Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been  signed by the  following  persons  (who
include a majority of the Board of Directors) in the capacities and on the dates
indicated.

Signature                       Title                                  Date
/s/Larry D. Edwards
---------------------      President, Chief Executive Officer      June 30, 2001
Larry D. Edwards           and Director
                           (Principal Executive Officer)

/s/Michael H. Hackner
----------------------     Chief Financial Officer and Vice        June 30, 2001
Michael H. Hackner         President of Finance
                           (Principal Financial and Accounting
                           Officer)

/s/Stephen Eisenstein
----------------------    Chairman of the Board                    June 30, 2001
Stephen Eisenstein

/s/Edgar Hotard
---------------------     Director                                 June 30, 2001
Edgar Hotard

/s/Ira Kleinman
---------------------     Director                                 June 30, 2001
Ira Kleinman

/s/Bengt Sohlen
---------------------     Director                                 June 30, 2001
Bengt Sohlen

                                      -8-