<PAGE>

                                                      Registration no.__________

      As filed with the Securities and Exchange Commission on May 9, 2001

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              __________________

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


           WISCONSIN                                          39-168610
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification No.)

         6100 North Baker Road
         Milwaukee, Wisconsin                                  53209
(Address of Principal Executive Offices)                     (Zip Code)


                              ___________________

                              ACTUANT CORPORATION
                                  401(k) PLAN
                            (f/k/a APW 401(k) PLAN)
                           (Full title of the plan)
                              ___________________


            ANDREW G. LAMPEREUR                            Copy to:
 Vice President and Chief Financial Officer       ANTHONY W. ASMUTH III, ESQ.
            Actuant Corporation                       Quarles & Brady LLP
           6100 North Baker Road                   411 East Wisconsin Avenue
         Milwaukee, Wisconsin 53209               Milwaukee, Wisconsin 53202

                    (Name and address of agent for service)

                                (414) 352-4160
         (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                        Proposed maximum    Proposed maximum
                                         Amount to be    offering price        aggregate           Amount of
 Title of Securities to be registered   registered (1)      per share      offering price (2)  registration fee
---------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>                <C>                 <C>
Class A Common Stock, par value $.20       500,000            (2)            7,640,000.00          1910.00
 per share
===============================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities
     Act"), this Registration Statement also relates to such indeterminate
     amount of interests to be offered or sold pursuant to the Plan.

(2)  Pursuant to Rule 457(h), estimated solely for the purpose of computing the
     registration fee, based upon $15.28 per share, which is the average of the
     high and low sales prices of the Class A Common Stock reported on the New
     York Stock Exchange Composite Tape on May 4, 2001.
================================================================================
<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.

     In accordance with General Instruction to Form S-8 and because this
Registration Statement only registers additional securities of the same class as
other securities for which a Registration Statement filed on Form S-8 relating
to the same employee benefit plan is effective, the contents of the following
document filed by Actuant Corporation with the Securities and Exchange
Commission (Commission File No. 1-11288) is incorporated herein by reference:

     .    The Registrant's Quarterly Report on Form 10-Q for the quarters ended
          November 30, 2000 and February 28, 2001.

     .    The Registrant's Annual Report on Form 10-K for the fiscal year ended
          August 31, 2000.

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

Item 5.  Interest of Named Experts and Counsel.

     The legality of the securities registered hereunder will be passed upon for
the Registrant by Quarles & Brady LLP, the Registrant's legal counsel.  The
Registrant's Secretary, Anthony W. Asmuth III, is a partner of Quarles & Brady
LLP and owns shares in the Registrant.

Item 6.  Indemnification.

     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 that his or her conduct was lawful or no reasonable
cause to believe that 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 180.0851(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

                                       1
<PAGE>

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 VII 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 the proceedings to which
they are parties by reason of being or having been directors or officers.

Item 8.  Exhibits.

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

     The Registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner, and has made or will make all changes required by the IRS in
order to qualify the Plan under Section 401 of the Internal Revenue Code.

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 information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with the Commission by

                                       2
<PAGE>

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

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

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

                                       3
<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 the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on May 9, 2001.

                                   ACTUANT CORPORATION


                                   By:/s/ Andrew G. Lampereur
                                      ----------------------------------------
                                      Andrew G. Lampereur
                                      Vice President and Chief Financial Officer
                                      (Financial Officer of the Registrant)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Robert C. Arzbaecher, Andrew G. Lampereur and
Anthony W. Asmuth III, and each of  them, his true and lawful attorneys-in-fact
and agents, 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 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 may lawfully do or
cause to be done by virtue thereof.

     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, Director
--------------------------------------
Richard G. Sim

/s/ Robert C. Arzbaecher                President and Chief Executive
--------------------------------------  Officer, Director
Robert C. Arzbaecher                    (Principal Executive Officer of the
                                        Registrant)

/s/ Gustav H.P. Boel                    Director
--------------------------------------
Gustav H.P. Boel

/s/ Bruce S. Chelberg                   Director
--------------------------------------
Bruce S. Chelberg

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

/s/ Kathleen J. Hempel                  Director
--------------------------------------
Kathleen J. Hempel

/s/ William P. Sovey                    Director
--------------------------------------
William P. Sovey

/s/ Andrew G. Lampereur                 Vice President and Chief Financial
--------------------------------------  Officer
Andrew G. Lampereur                     (Principal Financial Officer of the
                                        Registrant)

/s/ Timothy J. Teske                    Corporate Controller
--------------------------------------  (Principal Accounting Officer)
Timothy J. Teske

*Each of these signatures is affixed as of May 9, 2001.

                                      S-1
<PAGE>

                              ACTUANT CORPORATION
                              (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      Amended and Restated Articles of           Exhibit 4.9 to the Registrant's Form 10-Q
         Incorporation of the Registrant            for the quarter ended February 28, 2001

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

4.3      Amendment of Bylaws                        Exhibit 3.3 to the Registrant's Form 10-K
                                                    for the fiscal year ended August 31, 2000

5.1      Opinion of Quarles & Brady LLP as to                                                           X
         the legality of the securities to be
         issued

23.1     Consent of PricewaterhouseCoopers                                                              X
         LLP

23.2     Consent of Quarles & Brady LLP                                                           Contained in
                                                                                                  opinion
                                                                                                  filed as
                                                                                                  Exhibit 5.1

24.1     Powers of Attorney                                                                       Signatures
                                                                                                  page to this
                                                                                                  Registration
                                                                                                  Statement

99.1     Actuant Corporation 401(k) Plan, as amended                                                    X
</TABLE>

                                      E-1
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8 401(K) PLAN", "secsgml_size_bytes": 20824}]
{"company-data": {"conformed-name": "ACTUANT CORP", "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": "333-60564", "film-number": "1627267"}, "business-address": {"street1": "6101 N. BAKER RD.", "city": "MILWAUKEE", "state": "WI", "zip": "53209", "phone": "4143524160"}, "mail-address": {"street1": "6101 N BAKER RD.", "city": "MILWAUKEE", "state": "WI", "zip": "53209"}, "former-company": [{"former-conformed-name": "APPLIED POWER INC", "date-changed": "19920703"}, {"former-conformed-name": "APPLIED POWER INDUSTRIES INC", "date-changed": "19730123"}]}
Registration no.__________

      As filed with the Securities and Exchange Commission on May 9, 2001

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              __________________

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

           WISCONSIN                                          39-168610
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification No.)

         6100 North Baker Road
         Milwaukee, Wisconsin                                  53209
(Address of Principal Executive Offices)                     (Zip Code)

                              ___________________

                              ACTUANT CORPORATION
                                  401(k) PLAN
                            (f/k/a APW 401(k) PLAN)
                           (Full title of the plan)
                              ___________________

            ANDREW G. LAMPEREUR                            Copy to:
 Vice President and Chief Financial Officer       ANTHONY W. ASMUTH III, ESQ.
            Actuant Corporation                       Quarles & Brady LLP
           6100 North Baker Road                   411 East Wisconsin Avenue
         Milwaukee, Wisconsin 53209               Milwaukee, Wisconsin 53202

                    (Name and address of agent for service)

                                (414) 352-4160
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                        Proposed maximum    Proposed maximum
                                         Amount to be    offering price        aggregate           Amount of
 Title of Securities to be registered   registered (1)      per share      offering price (2)  registration fee
---------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $.20       500,000            (2)            7,640,000.00          1910.00
 per share
===============================================================================================================
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities
     Act"), this Registration Statement also relates to such indeterminate
     amount of interests to be offered or sold pursuant to the Plan.

(2)  Pursuant to Rule 457(h), estimated solely for the purpose of computing the
     registration fee, based upon $15.28 per share, which is the average of the
     high and low sales prices of the Class A Common Stock reported on the New
     York Stock Exchange Composite Tape on May 4, 2001.
================================================================================
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.

     In accordance with General Instruction to Form S-8 and because this
Registration Statement only registers additional securities of the same class as
other securities for which a Registration Statement filed on Form S-8 relating
to the same employee benefit plan is effective, the contents of the following
document filed by Actuant Corporation with the Securities and Exchange
Commission (Commission File No. 1-11288) is incorporated herein by reference:

     .    The Registrant's Quarterly Report on Form 10-Q for the quarters ended
          November 30, 2000 and February 28, 2001.

     .    The Registrant's Annual Report on Form 10-K for the fiscal year ended
          August 31, 2000.

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

Item 5.  Interest of Named Experts and Counsel.

     The legality of the securities registered hereunder will be passed upon for
the Registrant by Quarles & Brady LLP, the Registrant's legal counsel.  The
Registrant's Secretary, Anthony W. Asmuth III, is a partner of Quarles & Brady
LLP and owns shares in the Registrant.

Item 6.  Indemnification.

     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 that his or her conduct was lawful or no reasonable
cause to believe that 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 180.0851(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

                                       1
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 VII 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 the proceedings to which
they are parties by reason of being or having been directors or officers.

Item 8.  Exhibits.

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

     The Registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner, and has made or will make all changes required by the IRS in
order to qualify the Plan under Section 401 of the Internal Revenue Code.

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 information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with the Commission by

                                       2
the Registrant 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, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

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

                                       3
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 the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on May 9, 2001.

                                   ACTUANT CORPORATION

                                   By:/s/ Andrew G. Lampereur
                                      ----------------------------------------
                                      Andrew G. Lampereur
                                      Vice President and Chief Financial Officer
                                      (Financial Officer of the Registrant)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Robert C. Arzbaecher, Andrew G. Lampereur and
Anthony W. Asmuth III, and each of  them, his true and lawful attorneys-in-fact
and agents, 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 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 may lawfully do or
cause to be done by virtue thereof.

     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, Director
--------------------------------------
Richard G. Sim

/s/ Robert C. Arzbaecher                President and Chief Executive
--------------------------------------  Officer, Director
Robert C. Arzbaecher                    (Principal Executive Officer of the
                                        Registrant)

/s/ Gustav H.P. Boel                    Director
--------------------------------------
Gustav H.P. Boel

/s/ Bruce S. Chelberg                   Director
--------------------------------------
Bruce S. Chelberg

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

/s/ Kathleen J. Hempel                  Director
--------------------------------------
Kathleen J. Hempel

/s/ William P. Sovey                    Director
--------------------------------------
William P. Sovey

/s/ Andrew G. Lampereur                 Vice President and Chief Financial
--------------------------------------  Officer
Andrew G. Lampereur                     (Principal Financial Officer of the
                                        Registrant)

/s/ Timothy J. Teske                    Corporate Controller
--------------------------------------  (Principal Accounting Officer)
Timothy J. Teske

*Each of these signatures is affixed as of May 9, 2001.

                                      S-1
ACTUANT CORPORATION
                              (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      Amended and Restated Articles of           Exhibit 4.9 to the Registrant's Form 10-Q
         Incorporation of the Registrant            for the quarter ended February 28, 2001

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

4.3      Amendment of Bylaws                        Exhibit 3.3 to the Registrant's Form 10-K
                                                    for the fiscal year ended August 31, 2000

5.1      Opinion of Quarles & Brady LLP as to                                                           X
         the legality of the securities to be
         issued

23.1     Consent of PricewaterhouseCoopers                                                              X
         LLP

23.2     Consent of Quarles & Brady LLP                                                           Contained in
                                                                                                  opinion
                                                                                                  filed as
                                                                                                  Exhibit 5.1

24.1     Powers of Attorney                                                                       Signatures
                                                                                                  page to this
                                                                                                  Registration
                                                                                                  Statement

99.1     Actuant Corporation 401(k) Plan, as amended                                                    X
E-1