<PAGE>
 
     As filed with the Securities and Exchange Commission on January 21, 1997
                                                      Registration No. 33-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                        --------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                        --------------------------------

                         TRANSNATIONAL INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                 22-2328806
     (State or other jurisdiction          (I.R.S. Employer Identification No.)
         of incorporation)

                              POST OFFICE BOX 198
                                  U.S. ROUTE 1
                             CHADDS FORD, PA 19317
              (Address of Principal Executive Offices) (Zip Code)

TRANSNATIONAL INDUSTRIES, INC. 1995 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
                            (Full Title of the Plan)

                             CHARLES H. HOLMES, JR.
                     CHIEF EXECUTIVE OFFICER AND PRESIDENT
                         TRANSNATIONAL INDUSTRIES, INC.
                              POST OFFICE BOX 198
                                  U.S. ROUTE 1
                             CHADDS FORD, PA 19317
                                 (610) 459-5200
(Name, address and telephone number, including area code, of agent for service)

                        --------------------------------

                                   Copies to:

                              DAVID I. ALBIN, ESQ.
                              FINN DIXON & HERLING
                              ONE LANDMARK SQUARE
                          STAMFORD, CONNECTICUT 06901
                                 (203) 325-5000
================================================================================

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
                                          Proposed Maximum     Proposed Maximum       Amount of
Title of Securities         Amount            Offering             Aggregate        Registration
to be Registered       to be Registered    Price Per Share      Offering Price           Fee
-------------------------------------------------------------------------------------------------
<S>                    <C>               <C>                  <C>                  <C>
Common Stock,
  $0.20 par value....     50,000 shares          $2.16(1)          $108,000.00(1)      $32.73(1)
===============================================================================================
</TABLE>
(1)  Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
     purpose of calculating the registration fee on the basis of the weighted
     average of (i) $2.31 per share for 10,500 options granted to date
     under the plan; and (ii) $2.13 per share for the remaining 39,500
     shares, which is the average of the closing bid and asked prices of the
     Common Stock of the Registrant on January 16, 1997.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               There are hereby incorporated by reference in this Registration
     Statement the following documents and information heretofore filed with the
     Securities and Exchange Commission:

               (a) The Company's Annual Report on Form 10-KSB for the fiscal
          year ended January 31, 1996, filed pursuant to Section 13(a) or 15(d)
          of the Securities Exchange Act of 1934, as amended (the "Exchange
          Act");

               (b) The Company's Quarterly Reports on Form 10-QSB for the fiscal
          quarters ended April 30, 1996, July 31, 1996 and October 31, 1996,
          filed pursuant to Section 13(a) or 15(d) of the Exchange Act; and

               (c) The description of the Company's Common Stock contained in
          the Company's Registration Statement on Form 8-A, filed pursuant to
          Section 12(b) of the Exchange Act on August 8, 1986 and declared
          effective on August 19, 1986.

          All reports and other documents filed by the Company pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the
     date of this Registration Statement and prior to the filing of a post-
     effective amendment which indicates that all securities offered have been
     sold or which deregisters all securities then remaining unsold shall be
     deemed to be incorporated by reference in this Registration Statement and
     to be part hereof from the date of filing of such reports or documents.

     ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
     (the "DGCL"), Article Ninth of the Company's Restated Certificate of
     Incorporation (the "Certificate of Incorporation") eliminates the liability
     of the Company's directors to the Company or its stockholders, except for
     liabilities related to breach of duty of loyalty, actions or omissions not
     in good faith or which involve intentional misconduct or a knowing
     violation of law, and certain other liabilities.  Section 145 of the DGCL
     provides for indemnification by the


                                     - 2 -
<PAGE>
 
     Company of its directors and officers.  In addition, Article X, Section 1
     of the Company's By-Laws requires the Company to indemnify any current or
     former director or officer to the fullest extent permitted by the DGCL.
     The Company maintains insurance for the benefit of its directors and
     officers and the directors and officers of its subsidiaries insuring such
     persons against liabilities, including liabilities under the securities
     laws.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

     ITEM 8.  EXHIBITS.

               Exhibit
               Number
               ------

 
               4.1*  Transnational Industries, Inc. 1995 Stock Option and
                     Performance Incentive Plan.

               4.2*  Form of Nontransferable Incentive Stock Option Agreement
                     under the Transnational Industries, Inc. 1995 Stock Option
                     and Performance Incentive Plan.

               5.1*  Opinion of Finn Dixon & Herling as to legality of
                     securities being registered.

               23.1* Consent of Stockton Bates & Company, P.C.

               23.2  Consent of Finn Dixon & Herling (contained in Exhibit 5.1
                     hereto).

               24.1  Power of Attorney (included on the signature pages).

     _________________________
     *Filed herewith


                                     - 3 -
<PAGE>
 
     ITEM 9.  UNDERTAKINGS.

               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 to include
     any additional or changed material information on the plan of distribution;

               (2) That, for the purposes 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.


                                    - 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 Town of Chadds Ford, State of
     Pennsylvania, on this 8th day of January, 1997.

                                      TRANSNATIONAL INDUSTRIES, INC.



                                      By:  /s/Charles H. Holmes, Jr.
                                           ------------------------------------
                                           Charles H. Holmes, Jr.,
                                           Chief Executive Officer and President



                               POWERS OF ATTORNEY

               KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
     signature appears below constitutes and appoints Charles H. Holmes, Jr. and
     Paul L. Dailey, jointly and severally, his or her attorneys-in-fact, each
     with the power of substitution, for him or her in any and all capacities,
     to sign any amendments to this Registration Statement, and to file the
     same, with exhibits thereto and other documents in connection therewith,
     with the Securities and Exchange Commission, hereby ratifying and
     confirming all that each of said attorneys-in-fact, or his substitute or
     substitutes, may 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 dates indicated.

<TABLE> 
<CAPTION> 
 
         Signature                           Title                         Date
---------------------------  -----------------------------------        ------------
<S>                          <C>                                        <C> 
 
/s/Charles H. Holmes, Jr.    Chief Executive Officer and                December 31,
---------------------------  President; Director (Principal             1996      
   Charles H. Holmes, Jr.    Executive Officer)               
 
 
/s/Paul L. Dailey            Chief Financial Officer and Secretary       December 31, 
---------------------------  (Principal Financial and Accounting         1996      
   Paul L. Dailey            Officer)                                  
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                     <C>                             <C> 
 
/s/Michael S. Gostomski                    Director                      December 31,
---------------------------                                              1996    
   Michael S. Gostomski                                                
 
                                           
/s/Charles F. Huber                        Director                       December 31,
---------------------------                                               1996                                    
   Charles F. Huber
 
                                            
/s/William D. Witter                       Director                       December  31,
---------------------------                                               1996                                     
   William D. Witter
 
                                           
/s/Calvin A. Thompson                      Director                       December 31,
---------------------------                                               1996                                    
   Calvin A. Thompson
</TABLE>
<PAGE>
 
<TABLE> 
<CAPTION> 

EXHIBIT                                                                      PAGE
INDEX                                                                        NO.
-----                                                                        -----
<S>      <C>                                                                 <C>
 4.1*    Transnational Industries, Inc. 1995 Stock Option and Performance    +
         Incentive Plan.
 
4.2*     Form of Nontransferable Incentive Stock Option Agreement under the  +
         Transnational Industries, Inc. 1995 Stock Option and Performance
         Incentive Plan.
 
5.1*     Opinion of Finn Dixon & Herling as to legality of securities being  +
         registered.
 
23.1*    Consent of Stockton Bates & Company, P.C.                           +
 
23.2     Consent of Finn Dixon & Herling (contained in Exhibit 5.1 hereto).  
 
24.1     Power of Attorney (included on the signature pages).                
</TABLE>
_________________________
*Filed herewith.
+Filed separately electronically.

                              ____________________
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13155}]
{"company-data": {"conformed-name": "TRANSNATIONAL INDUSTRIES INC", "cik": "0000796228", "assigned-sic": "3690", "irs-number": "222328806", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20141", "film-number": "97508665"}, "business-address": {"street1": "U.S. ROUTE 1", "street2": "P O BOX 198", "city": "CHADDS FORD", "state": "PA", "zip": "19317", "phone": "2154595200"}}
As filed with the Securities and Exchange Commission on January 21, 1997
                                                      Registration No. 33-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                        --------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                        --------------------------------

                         TRANSNATIONAL INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                 22-2328806
     (State or other jurisdiction          (I.R.S. Employer Identification No.)
         of incorporation)

                              POST OFFICE BOX 198
                                  U.S. ROUTE 1
                             CHADDS FORD, PA 19317
              (Address of Principal Executive Offices) (Zip Code)

TRANSNATIONAL INDUSTRIES, INC. 1995 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
                            (Full Title of the Plan)

                             CHARLES H. HOLMES, JR.
                     CHIEF EXECUTIVE OFFICER AND PRESIDENT
                         TRANSNATIONAL INDUSTRIES, INC.
                              POST OFFICE BOX 198
                                  U.S. ROUTE 1
                             CHADDS FORD, PA 19317
                                 (610) 459-5200
(Name, address and telephone number, including area code, of agent for service)

                        --------------------------------

                                   Copies to:

                              DAVID I. ALBIN, ESQ.
                              FINN DIXON & HERLING
                              ONE LANDMARK SQUARE
                          STAMFORD, CONNECTICUT 06901
                                 (203) 325-5000
================================================================================

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed Maximum       Amount of
Title of Securities         Amount            Offering             Aggregate        Registration
to be Registered       to be Registered    Price Per Share      Offering Price           Fee
-------------------------------------------------------------------------------------------------
Common Stock,
  $0.20 par value....     50,000 shares          $2.16(1)          $108,000.00(1)      $32.73(1)
===============================================================================================
(1)  Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
     purpose of calculating the registration fee on the basis of the weighted
     average of (i) $2.31 per share for 10,500 options granted to date
     under the plan; and (ii) $2.13 per share for the remaining 39,500
     shares, which is the average of the closing bid and asked prices of the
     Common Stock of the Registrant on January 16, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               There are hereby incorporated by reference in this Registration
     Statement the following documents and information heretofore filed with the
     Securities and Exchange Commission:

               (a) The Company's Annual Report on Form 10-KSB for the fiscal
          year ended January 31, 1996, filed pursuant to Section 13(a) or 15(d)
          of the Securities Exchange Act of 1934, as amended (the "Exchange
          Act");

               (b) The Company's Quarterly Reports on Form 10-QSB for the fiscal
          quarters ended April 30, 1996, July 31, 1996 and October 31, 1996,
          filed pursuant to Section 13(a) or 15(d) of the Exchange Act; and

               (c) The description of the Company's Common Stock contained in
          the Company's Registration Statement on Form 8-A, filed pursuant to
          Section 12(b) of the Exchange Act on August 8, 1986 and declared
          effective on August 19, 1986.

          All reports and other documents filed by the Company pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the
     date of this Registration Statement and prior to the filing of a post-
     effective amendment which indicates that all securities offered have been
     sold or which deregisters all securities then remaining unsold shall be
     deemed to be incorporated by reference in this Registration Statement and
     to be part hereof from the date of filing of such reports or documents.

     ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
     (the "DGCL"), Article Ninth of the Company's Restated Certificate of
     Incorporation (the "Certificate of Incorporation") eliminates the liability
     of the Company's directors to the Company or its stockholders, except for
     liabilities related to breach of duty of loyalty, actions or omissions not
     in good faith or which involve intentional misconduct or a knowing
     violation of law, and certain other liabilities.  Section 145 of the DGCL
     provides for indemnification by the

                                     - 2 -
Company of its directors and officers.  In addition, Article X, Section 1
     of the Company's By-Laws requires the Company to indemnify any current or
     former director or officer to the fullest extent permitted by the DGCL.
     The Company maintains insurance for the benefit of its directors and
     officers and the directors and officers of its subsidiaries insuring such
     persons against liabilities, including liabilities under the securities
     laws.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

     ITEM 8.  EXHIBITS.

               Exhibit
               Number
               ------

 
               4.1*  Transnational Industries, Inc. 1995 Stock Option and
                     Performance Incentive Plan.

               4.2*  Form of Nontransferable Incentive Stock Option Agreement
                     under the Transnational Industries, Inc. 1995 Stock Option
                     and Performance Incentive Plan.

               5.1*  Opinion of Finn Dixon & Herling as to legality of
                     securities being registered.

               23.1* Consent of Stockton Bates & Company, P.C.

               23.2  Consent of Finn Dixon & Herling (contained in Exhibit 5.1
                     hereto).

               24.1  Power of Attorney (included on the signature pages).

     _________________________
     *Filed herewith

                                     - 3 -
ITEM 9.  UNDERTAKINGS.

               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 to include
     any additional or changed material information on the plan of distribution;

               (2) That, for the purposes 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.

                                    - 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 Town of Chadds Ford, State of
     Pennsylvania, on this 8th day of January, 1997.

                                      TRANSNATIONAL INDUSTRIES, INC.

                                      By:  /s/Charles H. Holmes, Jr.
                                           ------------------------------------
                                           Charles H. Holmes, Jr.,
                                           Chief Executive Officer and President

                               POWERS OF ATTORNEY

               KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
     signature appears below constitutes and appoints Charles H. Holmes, Jr. and
     Paul L. Dailey, jointly and severally, his or her attorneys-in-fact, each
     with the power of substitution, for him or her in any and all capacities,
     to sign any amendments to this Registration Statement, and to file the
     same, with exhibits thereto and other documents in connection therewith,
     with the Securities and Exchange Commission, hereby ratifying and
     confirming all that each of said attorneys-in-fact, or his substitute or
     substitutes, may 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 dates indicated.
Signature                           Title                         Date
---------------------------  -----------------------------------        ------------
/s/Charles H. Holmes, Jr.    Chief Executive Officer and                December 31,
---------------------------  President; Director (Principal             1996      
   Charles H. Holmes, Jr.    Executive Officer)               
 
 
/s/Paul L. Dailey            Chief Financial Officer and Secretary       December 31, 
---------------------------  (Principal Financial and Accounting         1996      
   Paul L. Dailey            Officer)
/s/Michael S. Gostomski                    Director                      December 31,
---------------------------                                              1996    
   Michael S. Gostomski                                                
 
                                           
/s/Charles F. Huber                        Director                       December 31,
---------------------------                                               1996                                    
   Charles F. Huber
 
                                            
/s/William D. Witter                       Director                       December  31,
---------------------------                                               1996                                     
   William D. Witter
 
                                           
/s/Calvin A. Thompson                      Director                       December 31,
---------------------------                                               1996                                    
   Calvin A. Thompson
EXHIBIT                                                                      PAGE
INDEX                                                                        NO.
-----                                                                        -----
4.1*    Transnational Industries, Inc. 1995 Stock Option and Performance    +
         Incentive Plan.
 
4.2*     Form of Nontransferable Incentive Stock Option Agreement under the  +
         Transnational Industries, Inc. 1995 Stock Option and Performance
         Incentive Plan.
 
5.1*     Opinion of Finn Dixon & Herling as to legality of securities being  +
         registered.
 
23.1*    Consent of Stockton Bates & Company, P.C.                           +
 
23.2     Consent of Finn Dixon & Herling (contained in Exhibit 5.1 hereto).  
 
24.1     Power of Attorney (included on the signature pages).
_________________________
*Filed herewith.
+Filed separately electronically.

                              ____________________