<PAGE>

       As filed with the Securities and Exchange Commission on May 3, 2000

                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                                THE TORO COMPANY
               (Exact name of issuer as specified in its charter)

               Delaware                                41-0580470
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)             Identification Number)

                            8111 Lyndale Avenue South
                          Bloomington, Minnesota 55420
               (Address of principal executive offices) (Zip Code)



                           TORO AUSTRALIA PTY LIMITED
                           GENERAL EMPLOYEE STOCK PLAN
                            (Full title of the plan)

                          J. Lawrence McIntyre, Esquire
                  Vice President, Secretary and General Counsel
                                The Toro Company
                            8111 Lyndale Avenue South
                          Bloomington, Minnesota 55420
                        Telephone number : (952) 888-8801
            (Name, address and telephone number of agent for service)


                                    Copy to:

                             Helen P. Starr, Esquire
                                Perkins Coie LLP
                           607 Fourteenth Street, N.W.
                             Washington, D.C. 20005

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
  Title of                   Amount to               Proposed         Proposed          Amount of
securities to              be registered             maximum          maximum        registration fee
be registered                                        offering         aggregate
                                                     price per        offering
                                                     share            price
-----------------------------------------------------------------------------------------------------
<S>                        <C>                       <C>              <C>            <C>
Common Stock,              25,000 shares(b)          $30.625(c)       $765,625(c)          $203(d)
Par value $1.00 per
Share(a)
-----------------------------------------------------------------------------------------------------
</TABLE>

(a)   Each share of Common Stock includes one Preferred Share Purchase Right
      pursuant to the Rights Agreement dated May 20, 1998. Value attributable
      to such Rights, if any, is reflected in the market price of the Common
      Stock.
(b)   An indeterminate number of shares will be issued from time to time to
      participants pursuant to the Plan.
(c)   Estimated solely to calculate the registration fee, pursuant to
      Rule 457(c), on the basis of the average of the high and low prices
      reported in the consolidated reporting system on April 27, 2000, as
      reported on the New York Stock Exchange Composite Tape.
(d)   Restricted fee to be applied to account number 737758.

<PAGE>

                                     PART I

         All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                           INCORPORATION BY REFERENCE

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The rules of the Securities and Exchange Commission allow the
Registrant to "incorporate by reference" information into this Registration
Statement. This means that the Registrant may disclose important information to
you by referring you to another document.

         The following documents have been filed by the Registrant with the SEC
and are incorporated by reference in this Registration Statement:

                  1. Registrant's Annual Report on Form 10-K for the fiscal year
                  ended October 31, 1999 (File No. 1-8649).

                  2. Its Quarterly Report on Form 10-Q for the quarter ended
                  January 28, 2000 (File No. 1-8649).

                  3. The descriptions of its Common Stock and Preferred Share
                  Purchase Rights contained in its Registration Statements filed
                  with the Commission pursuant to Section 12 of the Securities
                  Exchange Act of 1934 (the "Exchange Act"), including any
                  amendment or report filed for the purpose of updating such
                  descriptions (File No. 1-8649).

         All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 of this Registration Statement from the date of filing of those
documents. The information contained in such a document will automatically
update and supersede any information previously incorporated by reference into
this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The Common Stock is registered under Section 12(b) of the Securities
Exchange Act of 1934.

<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The opinion of counsel as to the legality of the securities being
registered, which is Exhibit 5 to this Registration Statement, is rendered by J.
Lawrence McIntyre, Vice President, Secretary and General Counsel to Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a corporation incorporated under the statute to indemnify its
directors, officers, employees and agents and its former directors, officers,
employees and agents and those who serve in such capacities with another
enterprise at the corporation's request against expenses (including
attorneys' fees), as well as judgments, fines and settlements, actually and
reasonably incurred by them in connection with any action, suit or proceeding
in which they or any of them were or are made parties or are threatened to be
made parties by reason of their serving or having served in such capacity.
The power to indemnify exists only where such officer, director, employee or
agent has acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and, in the case of a
criminal action, where such person had no reasonable cause to believe his
conduct was unlawful. Unless a court determines to the contrary, a
corporation has no power of indemnification in an action or suit by or in the
right of the corporation, where such person has been adjudged liable to the
corporation. Indemnification against expenses is mandatory to the extent a
claim, issue or matter has been successfully defended. Indemnification and
advancement of expenses are not deemed exclusive of any other rights to which
those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or otherwise. A Delaware corporation also has the power to
purchase and maintain insurance on behalf of any person it has the power to
indemnify, whether or not indemnity against liability would be allowed under
the statute.

         Section 2 of Article XI of the Registrant's Certificate of
Incorporation mandates indemnification of a director or officer of Registrant
or a person serving at the request of the Registrant as a director, officer,
employee or agent of another entity to the fullest extent authorized by the
Delaware General Corporation Law against expenses, liability and loss and
authorizes the Board to express such rights in written contracts.

         Section 1 of Article XI of the Registrant's Certificate of the
Incorporation provides, in accordance with Section 102(b)(7) of the Delaware
General Corporation Law, for the elimination or limitation of the personal
liability of a director to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director under certain
circumstances.

         The Registrant also maintains liability insurance policies which
provide for indemnification of a director or officer of Registrant or a
person serving at the request of the Registrant as a director, officer,
employee or agent of another entity against certain liabilities under certain
circumstances.

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits are listed in the exhibit index.

ITEM 9.  UNDERTAKINGS.

A.       Rule 415 offering.

         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;

                  (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 (1)(i) and (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 or furnished to the
Securities and Exchange Commission by the Registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act that are incorporated by
reference in this 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) Filings incorporating subsequent Securities Exchange Act of 1934
documents by reference.

         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

<PAGE>

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) 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.

<PAGE>

                                   SIGNATURES

         THE REGISTRANT. 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 Bloomington, State of
Minnesota on the 3rd day of May, 2000.

                                       THE TORO COMPANY
                                       (Registrant)


                                    By: /s/ J. LAWRENCE MCINTYRE
                                        -------------------------------------
                                        J. Lawrence McIntyre, Vice President,
                                        Secretary and General Counsel


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Kendrick B. Melrose, Stephen P.
Wolfe and J. Lawrence McIntyre, or any one of them, each with power to act
without the other, his true and lawful attorney-in-fact and agent, 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/or all subsequent
amendments to this registration statement, and to file the same, or cause to
be filed the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent full power 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 approving and confirming all that said attorney-in-fact and
agent or his substitute or 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 dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                                           TITLE                              DATE
<S>                                     <C>                                         <C>

/s/ KENDRICK B. MELROSE                 Chairman, Chief Executive                   May 3, 2000
------------------------                Officer, President and Director
Kendrick B. Melrose                     (Principal Executive Officer)


/s/ STEPHEN P. WOLFE                    Vice President Finance                      May 3, 2000
------------------------                and Chief Financial Officer
Stephen P. Wolfe                        (Principal Financial Officer)

<PAGE>

/s/ RANDY B. JAMES                      Vice President and Controller               May 3, 2000
------------------------                (Principal Accounting Officer)
Randy B. James


/s/ RONALD O. BAUKOL                    Director                                    May 3, 2000
------------------------
Ronald O. Baukol


/s/ ROBERT C. BUHRMASTER                Director                                    May 3, 2000
------------------------
Robert C. Buhrmaster


/s/ WINSLOW H. BUXTON                   Director                                    May 3, 2000
------------------------
Winslow H. Buxton


/s/ JANET K. COOPER                     Director                                    May 3, 2000
------------------------
Janet K. Cooper


/s/ KATHERINE J. HARLESS                Director                                    May 3, 2000
------------------------
Katherine J. Harless


/s/ ROBERT H. NASSAU                    Director                                    May 3, 2000
------------------------
Robert H. Nassau


/s/ DALE R. OLSETH                      Director                                    May 3, 2000
------------------------
Dale R. Olseth


/s/ CHRISTOPHER A. TWOMEY               Director                                    May 3, 2000
------------------------
Christopher A. Twomey


/s/ GREGG W. STEINHAFEL                 Director                                    May 3, 2000
------------------------
Gregg W. Steinhafel


/s/ EDWIN H. WINGATE                    Director                                    May 3, 2000
------------------------
Edwin H. Wingate
</TABLE>

<PAGE>

                                  EXHIBIT LIST

<TABLE>
<CAPTION>
EXHIBIT
NUMBER   DESCRIPTION
<S>      <C>
4        Instruments defining the rights of security holders, including indentures

         4(a)     Specimen form of Common Stock certificate (incorporated by
                  reference to Exhibit 4(c) to Registrant's Registration
                  Statement on Form S-8, Registration No. 2-94417)

         4(b)     Certificate of Incorporation of Registrant (incorporated by
                  reference to Exhibit 4.2 to Registrant's Registration
                  Statement on Form S-3, Registration No. 33-16125)

         4(c)     Certificate of Amendment to Certificate of Incorporation dated
                  December 9, 1986 (incorporated by reference to Exhibit 3 to
                  Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended January 30, 1987, Commission File No. 1-8649)

         4(d)     Certificate of Designation to Certificate of Incorporation
                  dated May 28, 1998 (incorporated by reference to Exhibit
                  (c)(1) to Registrant's Current Report on Form 8-K dated May
                  27, 1998, Commission File No. 1-8649)

         4(e)     Bylaws of Registrant, as amended (incorporated by reference to
                  Exhibit 3(ii) and 4(d) to Registrant's Form 10-Q for the
                  quarter ended April 30, 1999)

         4(f)     Rights Agreement dated as of May 20, 1998, between the
                  Registrant and Norwest Bank Minnesota National Association,
                  relating to rights to purchase Series B Junior Participating
                  Voting Preferred Stock (incorporated by reference to Exhibit
                  (c)(1) to Registrant's Current Report on Form 8-K dated May
                  27, 1998, Commission File No. 1-8649).

         4(g)     Indenture dated as of January 31, 1997 between Registrant and
                  First National Trust Association, as Trustee, relating to
                  Registrant's 7.125% Notes due June 15, 2007 and its 7.80%
                  Debentures due June 15, 2027 (incorporated by reference
                  Exhibit 4(a) to Registrant's Current Report on Form 8-K for
                  June 24, 1997, Commission File No. 1-8649).

         5        Opinion of counsel regarding legality.

23(a)             Consent of KPMG LLP.

23(b)             Consent of counsel (contained in Exhibit 5).

24                Powers of Attorney (contained in signature page)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20167}]
{"company-data": {"conformed-name": "TORO CO", "cik": "0000737758", "assigned-sic": "3524", "irs-number": "410580470", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36166", "film-number": "617545"}, "business-address": {"street1": "8111 LYNDALE AVE SOUTH", "city": "BLOOMINGTON", "state": "MN", "zip": "55420-1196", "phone": "6128888801"}, "mail-address": {"street1": "8111 LYNDALE AVENUE SOUTH", "city": "BLOOMINGTON", "state": "MN", "zip": "55420"}, "former-company": {"former-conformed-name": "TORO CO/DE", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 3, 2000

                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                THE TORO COMPANY
               (Exact name of issuer as specified in its charter)

               Delaware                                41-0580470
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)             Identification Number)

                            8111 Lyndale Avenue South
                          Bloomington, Minnesota 55420
               (Address of principal executive offices) (Zip Code)

                           TORO AUSTRALIA PTY LIMITED
                           GENERAL EMPLOYEE STOCK PLAN
                            (Full title of the plan)

                          J. Lawrence McIntyre, Esquire
                  Vice President, Secretary and General Counsel
                                The Toro Company
                            8111 Lyndale Avenue South
                          Bloomington, Minnesota 55420
                        Telephone number : (952) 888-8801
            (Name, address and telephone number of agent for service)

                                    Copy to:

                             Helen P. Starr, Esquire
                                Perkins Coie LLP
                           607 Fourteenth Street, N.W.
                             Washington, D.C. 20005
CALCULATION OF REGISTRATION FEE
Title of                   Amount to               Proposed         Proposed          Amount of
securities to              be registered             maximum          maximum        registration fee
be registered                                        offering         aggregate
                                                     price per        offering
                                                     share            price
-----------------------------------------------------------------------------------------------------
Common Stock,              25,000 shares(b)          $30.625(c)       $765,625(c)          $203(d)
Par value $1.00 per
Share(a)
-----------------------------------------------------------------------------------------------------
(a)   Each share of Common Stock includes one Preferred Share Purchase Right
      pursuant to the Rights Agreement dated May 20, 1998. Value attributable
      to such Rights, if any, is reflected in the market price of the Common
      Stock.
(b)   An indeterminate number of shares will be issued from time to time to
      participants pursuant to the Plan.
(c)   Estimated solely to calculate the registration fee, pursuant to
      Rule 457(c), on the basis of the average of the high and low prices
      reported in the consolidated reporting system on April 27, 2000, as
      reported on the New York Stock Exchange Composite Tape.
(d)   Restricted fee to be applied to account number 737758.
PART I

         All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                           INCORPORATION BY REFERENCE

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The rules of the Securities and Exchange Commission allow the
Registrant to "incorporate by reference" information into this Registration
Statement. This means that the Registrant may disclose important information to
you by referring you to another document.

         The following documents have been filed by the Registrant with the SEC
and are incorporated by reference in this Registration Statement:

                  1. Registrant's Annual Report on Form 10-K for the fiscal year
                  ended October 31, 1999 (File No. 1-8649).

                  2. Its Quarterly Report on Form 10-Q for the quarter ended
                  January 28, 2000 (File No. 1-8649).

                  3. The descriptions of its Common Stock and Preferred Share
                  Purchase Rights contained in its Registration Statements filed
                  with the Commission pursuant to Section 12 of the Securities
                  Exchange Act of 1934 (the "Exchange Act"), including any
                  amendment or report filed for the purpose of updating such
                  descriptions (File No. 1-8649).

         All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 of this Registration Statement from the date of filing of those
documents. The information contained in such a document will automatically
update and supersede any information previously incorporated by reference into
this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The Common Stock is registered under Section 12(b) of the Securities
Exchange Act of 1934.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The opinion of counsel as to the legality of the securities being
registered, which is Exhibit 5 to this Registration Statement, is rendered by J.
Lawrence McIntyre, Vice President, Secretary and General Counsel to Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a corporation incorporated under the statute to indemnify its
directors, officers, employees and agents and its former directors, officers,
employees and agents and those who serve in such capacities with another
enterprise at the corporation's request against expenses (including
attorneys' fees), as well as judgments, fines and settlements, actually and
reasonably incurred by them in connection with any action, suit or proceeding
in which they or any of them were or are made parties or are threatened to be
made parties by reason of their serving or having served in such capacity.
The power to indemnify exists only where such officer, director, employee or
agent has acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and, in the case of a
criminal action, where such person had no reasonable cause to believe his
conduct was unlawful. Unless a court determines to the contrary, a
corporation has no power of indemnification in an action or suit by or in the
right of the corporation, where such person has been adjudged liable to the
corporation. Indemnification against expenses is mandatory to the extent a
claim, issue or matter has been successfully defended. Indemnification and
advancement of expenses are not deemed exclusive of any other rights to which
those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or otherwise. A Delaware corporation also has the power to
purchase and maintain insurance on behalf of any person it has the power to
indemnify, whether or not indemnity against liability would be allowed under
the statute.

         Section 2 of Article XI of the Registrant's Certificate of
Incorporation mandates indemnification of a director or officer of Registrant
or a person serving at the request of the Registrant as a director, officer,
employee or agent of another entity to the fullest extent authorized by the
Delaware General Corporation Law against expenses, liability and loss and
authorizes the Board to express such rights in written contracts.

         Section 1 of Article XI of the Registrant's Certificate of the
Incorporation provides, in accordance with Section 102(b)(7) of the Delaware
General Corporation Law, for the elimination or limitation of the personal
liability of a director to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director under certain
circumstances.

         The Registrant also maintains liability insurance policies which
provide for indemnification of a director or officer of Registrant or a
person serving at the request of the Registrant as a director, officer,
employee or agent of another entity against certain liabilities under certain
circumstances.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits are listed in the exhibit index.

ITEM 9.  UNDERTAKINGS.

A.       Rule 415 offering.

         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;

                  (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 (1)(i) and (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 or furnished to the
Securities and Exchange Commission by the Registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act that are incorporated by
reference in this 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) Filings incorporating subsequent Securities Exchange Act of 1934
documents by reference.

         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) 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.
SIGNATURES

         THE REGISTRANT. 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 Bloomington, State of
Minnesota on the 3rd day of May, 2000.

                                       THE TORO COMPANY
                                       (Registrant)

                                    By: /s/ J. LAWRENCE MCINTYRE
                                        -------------------------------------
                                        J. Lawrence McIntyre, Vice President,
                                        Secretary and General Counsel

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Kendrick B. Melrose, Stephen P.
Wolfe and J. Lawrence McIntyre, or any one of them, each with power to act
without the other, his true and lawful attorney-in-fact and agent, 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/or all subsequent
amendments to this registration statement, and to file the same, or cause to
be filed the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent full power 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 approving and confirming all that said attorney-in-fact and
agent or his substitute or 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 dates indicated.
SIGNATURE                                           TITLE                              DATE
/s/ KENDRICK B. MELROSE                 Chairman, Chief Executive                   May 3, 2000
------------------------                Officer, President and Director
Kendrick B. Melrose                     (Principal Executive Officer)

/s/ STEPHEN P. WOLFE                    Vice President Finance                      May 3, 2000
------------------------                and Chief Financial Officer
Stephen P. Wolfe                        (Principal Financial Officer)
/s/ RANDY B. JAMES                      Vice President and Controller               May 3, 2000
------------------------                (Principal Accounting Officer)
Randy B. James

/s/ RONALD O. BAUKOL                    Director                                    May 3, 2000
------------------------
Ronald O. Baukol

/s/ ROBERT C. BUHRMASTER                Director                                    May 3, 2000
------------------------
Robert C. Buhrmaster

/s/ WINSLOW H. BUXTON                   Director                                    May 3, 2000
------------------------
Winslow H. Buxton

/s/ JANET K. COOPER                     Director                                    May 3, 2000
------------------------
Janet K. Cooper

/s/ KATHERINE J. HARLESS                Director                                    May 3, 2000
------------------------
Katherine J. Harless

/s/ ROBERT H. NASSAU                    Director                                    May 3, 2000
------------------------
Robert H. Nassau

/s/ DALE R. OLSETH                      Director                                    May 3, 2000
------------------------
Dale R. Olseth

/s/ CHRISTOPHER A. TWOMEY               Director                                    May 3, 2000
------------------------
Christopher A. Twomey

/s/ GREGG W. STEINHAFEL                 Director                                    May 3, 2000
------------------------
Gregg W. Steinhafel

/s/ EDWIN H. WINGATE                    Director                                    May 3, 2000
------------------------
Edwin H. Wingate
EXHIBIT LIST
EXHIBIT
NUMBER   DESCRIPTION
4        Instruments defining the rights of security holders, including indentures

         4(a)     Specimen form of Common Stock certificate (incorporated by
                  reference to Exhibit 4(c) to Registrant's Registration
                  Statement on Form S-8, Registration No. 2-94417)

         4(b)     Certificate of Incorporation of Registrant (incorporated by
                  reference to Exhibit 4.2 to Registrant's Registration
                  Statement on Form S-3, Registration No. 33-16125)

         4(c)     Certificate of Amendment to Certificate of Incorporation dated
                  December 9, 1986 (incorporated by reference to Exhibit 3 to
                  Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended January 30, 1987, Commission File No. 1-8649)

         4(d)     Certificate of Designation to Certificate of Incorporation
                  dated May 28, 1998 (incorporated by reference to Exhibit
                  (c)(1) to Registrant's Current Report on Form 8-K dated May
                  27, 1998, Commission File No. 1-8649)

         4(e)     Bylaws of Registrant, as amended (incorporated by reference to
                  Exhibit 3(ii) and 4(d) to Registrant's Form 10-Q for the
                  quarter ended April 30, 1999)

         4(f)     Rights Agreement dated as of May 20, 1998, between the
                  Registrant and Norwest Bank Minnesota National Association,
                  relating to rights to purchase Series B Junior Participating
                  Voting Preferred Stock (incorporated by reference to Exhibit
                  (c)(1) to Registrant's Current Report on Form 8-K dated May
                  27, 1998, Commission File No. 1-8649).

         4(g)     Indenture dated as of January 31, 1997 between Registrant and
                  First National Trust Association, as Trustee, relating to
                  Registrant's 7.125% Notes due June 15, 2007 and its 7.80%
                  Debentures due June 15, 2027 (incorporated by reference
                  Exhibit 4(a) to Registrant's Current Report on Form 8-K for
                  June 24, 1997, Commission File No. 1-8649).

         5        Opinion of counsel regarding legality.

23(a)             Consent of KPMG LLP.

23(b)             Consent of counsel (contained in Exhibit 5).

24                Powers of Attorney (contained in signature page)