<PAGE>   1
                                                     Registration No.
                                                                     ----------

    As filed with the Securities and Exchange Commission on October 28, 1997
================================================================================


                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                                W. H. BRADY CO.
             (Exact name of registrant as specified in its charter)


         

          WISCONSIN                                     39-0178960
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                      Identification No.)

6555 West Good Hope Road
P.O. Box 571
Milwaukee, Wisconsin                                     53201-0571
(Address of Principal Executive Offices)                 (ZIP Code)


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

                       DEFERRED COMPENSATION ARRANGEMENT
                            (Full title of the plan)

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

                                                             
      THOMAS E. SCHERER                                      Copy to: 
Vice President and Assistant Secretary               CONRAD G. GOODKIND, ESQ.
       W. H. Brady Co.                                    Quarles & Brady
   6555 West Good Hope Road                         411 East Wisconsin Avenue
        P.O. Box 571                               Milwaukee, Wisconsin  53202
 Milwaukee, Wisconsin 53201-0571

                    (Name and address of agent for service)

                               (414) 358-6600
         (Telephone number, including area code, of agent for service)

                        Calculation of Registration Fee
================================================================================


<TABLE>
<CAPTION>
                                                             PROPOSED        PROPOSED
                                                             MAXIMUM         MAXIMUM          AMOUNT OF
      TITLE OF SECURITIES                AMOUNT TO BE     OFFERING PRICE    AGGREGATE        REGISTRATION
       TO BE REGISTERED                  REGISTERED(1)      PER SHARE     OFFERING PRICE(2)      FEE
-------------------------------         ----------------  --------------  -----------------  ------------
<S>                                     <C>               <C>             <C>                <C>

Class A Nonvoting Common Stock,
par value $.01 per share and 
Deferred Compensation Plan Interests     1,000,000 shares       (2)        $  31,500,000      $  9,545
============================================================================================================
</TABLE>

<PAGE>   2


(1)   The Deferred Compensation Plan (the "Plan") provides for the issuance
      of up to 1,000,000 shares of Class A Nonvoting Common Stock, par value
      $.01 per share ("Class A Common Stock").  The Plan provides for possible
      adjustment of the number, price and kind of shares in the event of certain
      capital or other changes affecting the Registrant's Class A Common Stock. 
      This Registration  Statement therefore covers, in addition to the above
      stated 1,000,000 shares and corresponding deferred compensation plan 
      interests, an indeterminate number of shares that may become subject to 
      the Plan by means of any such adjustment.             
      
(2)   Pursuant to Rule 457(h), estimated solely for the purpose of computing 
      the registration fee, based upon $31.50 per share for 1,000,000 shares,  
      which is the average of the high and low sales prices of the Registrant's 
      Class A Common Stock on the Nasdaq/NMS on October 27, 1997, as reported in
      the Midwest Edition of the Wall Street Journal.                           

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



<PAGE>   3

                                                                               
                                                                           
                                     PART I                                
                                                                           
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS         

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan participants as specified by Rule 428(b)(1) under the Securities
Act of 1933. 

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by W. H. Brady Co. (the "Registrant")
(Commission File No. 0-12730) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, (the "1934 Act") are incorporated herein by reference:

      (a)  Annual Report on Form 10-K for the fiscal year ended July 31,
           1996 and Amendment No. 1 thereto (on Form 10-K/A) dated October 29,
           1996.

      (b)  Quarterly Reports on Form 10-Q for the quarterly periods
           ended October 31, 1996, January 31, 1997 and April 30, 1997.

      (c)  That portion of the Registrant's Registration Statement on
           Form 8-A that describes the Registrant's Class A Nonvoting Common
           Stock in Item 1 thereof, which incorporates the description from the
           description of Registrant's Capital Stock contained in the
           Registrant's Registration Statement on Form S-1 (Registration
           Statement No. 2-91287), effective June 25, 1984, as updated by the
           description contained in Registrant's Form 10-Q for the quarter
           ended October 31, 1995, and including any future amendment or report
           filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Chapter 180 of the Wisconsin Statutes includes provisions for
indemnification by a corporation of a director or officer against certain
liabilities and expenses incurred by him or her in any proceeding (whether
threatened, pending or completed, and whether brought by the corporation or any
other person) to which he or she was a party because of being a director or
officer.  In general, under these provisions (1) a corporation is required to
indemnify a director or officer, to the extent he or she has been successful on
the merits or 


                                     -1-
<PAGE>   4

otherwise in the defense of any such proceeding, for all reasonable expenses
incurred in the proceeding, and (2) in other cases, the corporation is required
to indemnify a director or officer against liabilities (including, among other
things, judgments, penalties, fines and reasonable expenses) incurred in any
such proceeding unless liability was incurred because he or she breached or
failed to perform a duty to the corporation and the breach or failure
constitutes any of the following:  (a) a willful failure to deal fairly with the
corporation or its shareholders in connection with a matter in which he or she
has a material conflict of interest, (b) a violation of criminal law, unless he
or she had reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe his or her conduct was unlawful, (c) a transaction
from which he or she derived an improper personal profit, or (d) willful
misconduct.  The provisions specify that the termination of a proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
is not required.  Also, the provisions permit a corporation to pay or reimburse
reasonable expenses as incurred if the director or officer affirms his or her
good faith belief that he or she has not breached or failed to perform his or
her duties to the corporation and undertakes to make repayment to the extent it
is ultimately determined that indemnification is not required.  With specified
exceptions, these provisions do not preclude additional indemnification. 
Chapter 180 specifically 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 generally thereunder, 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. 

     Chapter 180 of the Wisconsin Statutes also 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 referred to above.

     The Bylaws of the Registrant provide generally for mandatory
indemnification of directors and officers of the Registrant to the fullest
extent permitted by law.

     Officers and directors of the Registrant may be covered by insurance
policies purchased by the Registrant, under which they are insured (subject to
exceptions and limitations specified in the policies) against expenses and
liabilities arising out of actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.

ITEM 8.  EXHIBITS.

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

ITEM 9.  UNDERTAKINGS.

      (a)  The undersigned Registrant hereby undertakes:

            (1)  To file, during any period in which offers or
                 sales are being made, a post-effective amendment to this
                 Registration Statement:

                  (i)  To include any prospectus required by
                       section 10(a)(3) of the Securities Act of 1933;


                                     -2-

<PAGE>   5

                  (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 a 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) 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 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 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) 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 provisions referred to in Item 6, 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>   6


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on October 27, 1997.

                                  W. H. BRADY CO.
                                  (Registrant)
                                  
                                  
                                  By:   /s/ Frank M. Jaehnert
                                     ------------------------------------------
                                     Frank M. Jaehnert
                                     Vice President and Chief Financial Officer
                                     (Principal Accounting Officer)

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

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Katherine M. Hudson and Peter J. Lettenberger,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*


<TABLE>
<S>                                   <C>
SIGNATURE                             TITLE

/s/ K.M. Hudson                       President and Director (Principal Executive Officer)
------------------------
K. M. Hudson

/s/ P.J. Lettenberger                 Director and Secretary
------------------------
P. J. Lettenberger

/s/ R.A. Bemis                        Director
------------------------
R. A.
</TABLE>


                                     S-1

<PAGE>   7


                                             Director 
--------------------------------                 
F. W. Harris

/s/ R.C. Buchanan                            Director
--------------------------------
R. C. Buchanan

                                             Director
--------------------------------
R. D. Peirce

                                             Director
--------------------------------
G. E. Nei

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

* Each of these signatures is affixed as of October 27, 1997.








                                     S-2
<PAGE>   8

                                W. H. BRADY CO.
                               (THE "REGISTRANT")
                         (COMMISSION FILE NO. 0-12730)

                                 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      Restated Articles of Incorporation of     Exhibit 4.1 to Registrant's 
         the Registrant                            Registration Statement  No.                                          
                                                   333-04155 on Form S-3  

      
4.2      Bylaws of the Registrant                  Registrant's Annual Report
                                                   on Form 10-K for the fiscal
                                                   year ended July 31, 1989 
          


5        Opinion of Counsel                                                                X


23.1     Consent of Deloitte & Touche LLP                                                  X

23.2     Consent of Counsel                                                        Contained in   
                                                                                   Opinion filed as
                                                                                   Exhibit 5

24       Powers of Attorney                                                        Signatures Page to
                                                                                   this Registration
                                                                                   Statement
99.1     Form of Deferred Compensation
         Arrangement for Executives                                                        X

99.2     Form of Deferred Compensation                                                     X
         Arrangement for Directors                             

</TABLE>




                                     EI-1

<PAGE>   9



EXHIBIT                                        INCORPORATED HEREIN      FILED
NUMBER              DESCRIPTION                  BY REFERENCE TO       HEREWITH
-------             -----------                -------------------     --------
99.3       Trust for Assets of Plan                                        X




























                                     EI-2
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{"company-data": {"conformed-name": "BRADY W H CO", "cik": "0000746598", "assigned-sic": "3990", "irs-number": "390178960", "state-of-incorporation": "WI", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38857", "film-number": "97701630"}, "business-address": {"street1": "6555 W GOOD HOPE RD", "street2": "P O BOX 571", "city": "MILWAUKEE", "state": "WI", "zip": "53201-0571", "phone": "4143586600"}}
1
                                                     Registration No.
                                                                     ----------

    As filed with the Securities and Exchange Commission on October 28, 1997
================================================================================

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                                W. H. BRADY CO.
             (Exact name of registrant as specified in its charter)

         

          WISCONSIN                                     39-0178960
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                      Identification No.)

6555 West Good Hope Road
P.O. Box 571
Milwaukee, Wisconsin                                     53201-0571
(Address of Principal Executive Offices)                 (ZIP Code)

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

                       DEFERRED COMPENSATION ARRANGEMENT
                            (Full title of the plan)

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

                                                             
      THOMAS E. SCHERER                                      Copy to: 
Vice President and Assistant Secretary               CONRAD G. GOODKIND, ESQ.
       W. H. Brady Co.                                    Quarles & Brady
   6555 West Good Hope Road                         411 East Wisconsin Avenue
        P.O. Box 571                               Milwaukee, Wisconsin  53202
 Milwaukee, Wisconsin 53201-0571

                    (Name and address of agent for service)

                               (414) 358-6600
         (Telephone number, including area code, of agent for service)

                        Calculation of Registration Fee
================================================================================
PROPOSED        PROPOSED
                                                             MAXIMUM         MAXIMUM          AMOUNT OF
      TITLE OF SECURITIES                AMOUNT TO BE     OFFERING PRICE    AGGREGATE        REGISTRATION
       TO BE REGISTERED                  REGISTERED(1)      PER SHARE     OFFERING PRICE(2)      FEE
-------------------------------         ----------------  --------------  -----------------  ------------
Class A Nonvoting Common Stock,
par value $.01 per share and 
Deferred Compensation Plan Interests     1,000,000 shares       (2)        $  31,500,000      $  9,545
============================================================================================================
2

(1)   The Deferred Compensation Plan (the "Plan") provides for the issuance
      of up to 1,000,000 shares of Class A Nonvoting Common Stock, par value
      $.01 per share ("Class A Common Stock").  The Plan provides for possible
      adjustment of the number, price and kind of shares in the event of certain
      capital or other changes affecting the Registrant's Class A Common Stock. 
      This Registration  Statement therefore covers, in addition to the above
      stated 1,000,000 shares and corresponding deferred compensation plan 
      interests, an indeterminate number of shares that may become subject to 
      the Plan by means of any such adjustment.             
      
(2)   Pursuant to Rule 457(h), estimated solely for the purpose of computing 
      the registration fee, based upon $31.50 per share for 1,000,000 shares,  
      which is the average of the high and low sales prices of the Registrant's 
      Class A Common Stock on the Nasdaq/NMS on October 27, 1997, as reported in
      the Midwest Edition of the Wall Street Journal.                           

================================================================================
3

                                                                               
                                                                           
                                     PART I                                
                                                                           
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS         

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan participants as specified by Rule 428(b)(1) under the Securities
Act of 1933. 

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by W. H. Brady Co. (the "Registrant")
(Commission File No. 0-12730) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, (the "1934 Act") are incorporated herein by reference:

      (a)  Annual Report on Form 10-K for the fiscal year ended July 31,
           1996 and Amendment No. 1 thereto (on Form 10-K/A) dated October 29,
           1996.

      (b)  Quarterly Reports on Form 10-Q for the quarterly periods
           ended October 31, 1996, January 31, 1997 and April 30, 1997.

      (c)  That portion of the Registrant's Registration Statement on
           Form 8-A that describes the Registrant's Class A Nonvoting Common
           Stock in Item 1 thereof, which incorporates the description from the
           description of Registrant's Capital Stock contained in the
           Registrant's Registration Statement on Form S-1 (Registration
           Statement No. 2-91287), effective June 25, 1984, as updated by the
           description contained in Registrant's Form 10-Q for the quarter
           ended October 31, 1995, and including any future amendment or report
           filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Chapter 180 of the Wisconsin Statutes includes provisions for
indemnification by a corporation of a director or officer against certain
liabilities and expenses incurred by him or her in any proceeding (whether
threatened, pending or completed, and whether brought by the corporation or any
other person) to which he or she was a party because of being a director or
officer.  In general, under these provisions (1) a corporation is required to
indemnify a director or officer, to the extent he or she has been successful on
the merits or 

                                     -1-
4

otherwise in the defense of any such proceeding, for all reasonable expenses
incurred in the proceeding, and (2) in other cases, the corporation is required
to indemnify a director or officer against liabilities (including, among other
things, judgments, penalties, fines and reasonable expenses) incurred in any
such proceeding unless liability was incurred because he or she breached or
failed to perform a duty to the corporation and the breach or failure
constitutes any of the following:  (a) a willful failure to deal fairly with the
corporation or its shareholders in connection with a matter in which he or she
has a material conflict of interest, (b) a violation of criminal law, unless he
or she had reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe his or her conduct was unlawful, (c) a transaction
from which he or she derived an improper personal profit, or (d) willful
misconduct.  The provisions specify that the termination of a proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
is not required.  Also, the provisions permit a corporation to pay or reimburse
reasonable expenses as incurred if the director or officer affirms his or her
good faith belief that he or she has not breached or failed to perform his or
her duties to the corporation and undertakes to make repayment to the extent it
is ultimately determined that indemnification is not required.  With specified
exceptions, these provisions do not preclude additional indemnification. 
Chapter 180 specifically 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 generally thereunder, 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. 

     Chapter 180 of the Wisconsin Statutes also 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 referred to above.

     The Bylaws of the Registrant provide generally for mandatory
indemnification of directors and officers of the Registrant to the fullest
extent permitted by law.

     Officers and directors of the Registrant may be covered by insurance
policies purchased by the Registrant, under which they are insured (subject to
exceptions and limitations specified in the policies) against expenses and
liabilities arising out of actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.

ITEM 8.  EXHIBITS.

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

ITEM 9.  UNDERTAKINGS.

      (a)  The undersigned Registrant hereby undertakes:

            (1)  To file, during any period in which offers or
                 sales are being made, a post-effective amendment to this
                 Registration Statement:

                  (i)  To include any prospectus required by
                       section 10(a)(3) of the Securities Act of 1933;

                                     -2-
5

                  (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 a 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) 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 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 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) 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 provisions referred to in Item 6, 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-
6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on October 27, 1997.

                                  W. H. BRADY CO.
                                  (Registrant)
                                  
                                  
                                  By:   /s/ Frank M. Jaehnert
                                     ------------------------------------------
                                     Frank M. Jaehnert
                                     Vice President and Chief Financial Officer
                                     (Principal Accounting Officer)

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

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Katherine M. Hudson and Peter J. Lettenberger,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*
SIGNATURE                             TITLE

/s/ K.M. Hudson                       President and Director (Principal Executive Officer)
------------------------
K. M. Hudson

/s/ P.J. Lettenberger                 Director and Secretary
------------------------
P. J. Lettenberger

/s/ R.A. Bemis                        Director
------------------------
R. A.
S-1
7

                                             Director 
--------------------------------                 
F. W. Harris

/s/ R.C. Buchanan                            Director
--------------------------------
R. C. Buchanan

                                             Director
--------------------------------
R. D. Peirce

                                             Director
--------------------------------
G. E. Nei

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

* Each of these signatures is affixed as of October 27, 1997.

                                     S-2
8

                                W. H. BRADY CO.
                               (THE "REGISTRANT")
                         (COMMISSION FILE NO. 0-12730)

                                 EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT
EXHIBIT                                            INCORPORATED HEREIN              FILED
NUMBER             DESCRIPTION                        BY REFERENCE TO              HEREWITH
-------  ----------------------------------        ---------------------------     --------
4.1      Restated Articles of Incorporation of     Exhibit 4.1 to Registrant's 
         the Registrant                            Registration Statement  No.                                          
                                                   333-04155 on Form S-3  

      
4.2      Bylaws of the Registrant                  Registrant's Annual Report
                                                   on Form 10-K for the fiscal
                                                   year ended July 31, 1989 
          

5        Opinion of Counsel                                                                X

23.1     Consent of Deloitte & Touche LLP                                                  X

23.2     Consent of Counsel                                                        Contained in   
                                                                                   Opinion filed as
                                                                                   Exhibit 5

24       Powers of Attorney                                                        Signatures Page to
                                                                                   this Registration
                                                                                   Statement
99.1     Form of Deferred Compensation
         Arrangement for Executives                                                        X

99.2     Form of Deferred Compensation                                                     X
         Arrangement for Directors
EI-1
9

EXHIBIT                                        INCORPORATED HEREIN      FILED
NUMBER              DESCRIPTION                  BY REFERENCE TO       HEREWITH
-------             -----------                -------------------     --------
99.3       Trust for Assets of Plan                                        X

                                     EI-2