SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                                                    Registration

  No.____________
                                             

                        AMENDMENT NUMBER ONE
                                 TO
                              FORM S-8
                       REGISTRATION STATEMENT
                             UNDER THE
                       SECURITIES ACT OF 1933
                                             

  Indiana               TOKHEIM CORPORATION            35-0712500
  (State of         (Exact name of registrant as (I.R.S. Employer
  Incorporation)     specified in its charter)          I.D. No.)
                                              

                       10501 Corporate Drive
                     Fort Wayne, Indiana  46845
                           (219) 423-2552
              (Address of Principal Executive Offices)
                                                      

                        TOKHEIM CORPORATION
                     1992 STOCK INCENTIVE PLAN
                      (Full Title of the Plan)

                          Norman L. Roelke
                       10501 Corporate Drive
                     Fort Wayne, Indiana  46845
                           (219) 423-2552
     (Name, Address and Telephone Number of Agent for Service)

      Approximate date of commencement of proposed sale to the
  public:
           as soon thereafter as practicable after filing
                    this Registration Statement
<PAGE>






  <TABLE>
                  CALCULATION OF REGISTRATION FEE
  <CAPTION>
  <S>              <C>         <C>       <C>        <C>
  Title of                     Proposed  Proposed
  each class                   maximum   maximum
  of securities    Amount      offering  aggregate  Amount of
  to be            to be       price per offering   registration
  registered       registered  share     price      fee  

  Common Stock     400,000
  No par value     shares      $14.375   $5,750,000 $1,983.00
  </TABLE>
       This document constitutes part of a prospectus covering
  securities that have been registered under the Securities Act
  of 1933.

       The amount to be registered is based upon the maximum
  number of shares of Registrant's Common Stock which may be
  issued under the option plan covered by this Registration
  Statement.

       The proposed maximum offering price per share is estimated
  for purposes of calculating the registration fee based upon
  fluctuating market prices pursuant to Rule 457(c).  The
  calculation is based upon the unweighted average of the high
  and low prices of the Registrant's Common Stock on February 3,
  1994, $14.500 and $14.250, respectively, as reported by the New
  York Stock Exchange.  

       The amount of registration fee is calculated as .00034483
  of the proposed maximum aggregate offering price.  



                              STATEMENT TO PARTICIPANTS
                                        OF THE
                                 TOKHEIM CORPORATION
                              1992 STOCK INCENTIVE PLAN
                         PERTAINING TO DOCUMENTS INCORPORATED
                      BY REFERENCE AND AVAILABLE TO PARTICIPANTS


               As a participant in the Tokheim Corporation 1992 Stock
          Incentive Plan, the Company undertakes to make available to you,
          without charge, upon written or oral request, copies of the
          following documents:

               (a)  The Company's latest Annual Report on Form 10-K
                    for the year ended November 30, 1992, the
                    Amendment to said Annual Report on Form 10-K,
                    filed on May 28, 1993, and the Amendment to said
                    Annual Report on Form 10-K, filed on September 20,
                    1993, filed pursuant to Section 13(a) or 15(d) of
<PAGE>






                    the Securities Exchange Act of 1934 (the "Exchange
                    Act");

               (b)  All other reports filed by the Company pursuant to
                    Section 13(a) or 15(d) of the Exchange Act since
                    the end of the fiscal year covered by the
                    Company's latest Annual Report referenced above;

               (c)  Any description of the Company's common stock
                    which is contained in the Company's original
                    Registration Statement filed with the Securities
                    and Exchange Commission, under the Exchange Act
                    with respect to such stock, including amendments
                    or reports filed for the purpose of updating such
                    description; and

               (d)  Any other documents required to be delivered to
                    participants pursuant to Rule 428(b) of the
                    Securities Act of 1933, including the Information
                    Regarding the Tokheim Corporation 1992 Stock
                    Incentive Plan delivered to participants and
                    constituting Part I of this Registration
                    Statement.

               Any request for such documents should be made to Norman L.
          Roelke, Assistant Secretary and Corporation Counsel, Tokheim
          Corporation, 10501 Corporate Drive, Fort Wayne, Indiana  46825. 
          Mr. Roelke's telephone number is (219) 423-2442, Extension 2221. 



          Dated:  February 4, 1994


                                       PART II

                               INFORMATION REQUIRED IN
                              THE REGISTRATION STATEMENT


          Item 3.   Incorporation of Documents by Reference.

               The Company incorporates by reference into this Registration
          Statement the following documents:

               (a)  The Company's latest Annual Report on Form 10-K, as
                    amended, and filed pursuant to Sections 13(a) or 15(d)
                    of the Securities Exchange Act of 1934 (the "Exchange
                    Act"); 

               (b)  All other reports filed by the Company pursuant to
                    Sections 13(a) or 15(d) of the Exchange Act since the
                    end of the fiscal year covered by the Company's latest
                    Annual Report referenced above; and
<PAGE>






               (c)  Any description of the Company's common stock which is
                    contained in the Company's original Registration
                    Statement filed with the Securities and Exchange
                    Commission under the Exchange Act with respect to such
                    stock, including amendments or reports filed for the
                    purpose of updating such descriptions.

               All documents subsequently filed by the Company pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
          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 the Registration Statement and to be
          part thereof from the date of filing of such documents.  

          Item 4.   Description of Securities.

               Not Applicable.

          Item 5.   Interests of Named Experts and Counsel.

               Not Applicable.

          Item 6.   Indemnification of Directors and Officers.

               Indiana Code Section 23-1-37-1 et seq. grants to each
          corporation organized under the laws of the State of Indiana, the
          right, privilege and power to indemnify any director, officer,
          employee or agent of such corporation, or such party who is or
          was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership,
          joint venture, trust or other enterprise, against liability
          incurred by him in connection with any threatened, pending or
          completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative and whether formal or informal,
          if his conduct was in good faith and he reasonably believed that,
          in the case of conduct in his capacity with the corporation, that
          his conduct was in the corporation's best interests, and in all
          other cases, that his conduct was at least not opposed to its
          best interests.  In the case of a criminal proceeding, however,
          the corporation may indemnify such an individual if he either had
          reasonable cause to believe his conduct was lawful, or had no
          reasonable cause to believe his conduct was unlawful. 
          Additionally, unless limited by its articles of incorporation, an
          Indiana corporation must indemnify officers and directors who are
          wholly successful, on the merits or otherwise, in the defense of
          any proceeding to which such director or officer was a party
          because that director or officer is or was a director or officer
          of the corporation against reasonable expenses incurred by that
          director or officer in connection with the proceeding.  This
          statutory provision for indemnification does not exclude any of
          the rights to indemnification or advances for expenses that such
          a person may have under the corporation's articles of
          incorporation or by-laws, a resolution of the board of directors
<PAGE>






          or of the stockholders, or any other authorization, whenever
          adopted, after notice, by a majority vote of all of the voting
          shares then issued and outstanding.

               The Company's Articles of Incorporation provide for the
          indemnification as afforded by Indiana statutory law described
          above.  The Articles of Incorporation of the Company also provide
          a specific method of determining whether an applicant for such
          indemnification is entitled thereto.  Also in accordance with
          Indiana law, the Articles of Incorporation provide that the
          Company may advance expenses incurred by a person eligible for
          such indemnification prior to the final disposition of any
          proceedings upon receipt of an undertaking by or on behalf or the
          recipient of such an advance to repay such amount unless he is
          ultimately determined to be entitled to such indemnification.

               The Company has in effect a policy of insurance indemnifying
          it against certain liabilities to its directors and officers, and
          indemnifying its directors and officers against certain
          liabilities incurred by them, all within specific limits.  The
          Company pays all premiums on such insurance policies.

          Item 7.   Exemption from Registration Claimed.

               Not Applicable.

          Item 8.   Exhibits.

               The list of exhibits is incorporated herein by reference to
          the Index to Exhibits at page 8.

          Item 9.   Undertakings.

               The undersigned registrant hereby undertakes:

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

                         (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;
<PAGE>






                    Provided, however, that paragraphs (a)(1)(i) and
               (a)(1)(ii) do not apply if the registration statement is on
               Form S-3 or Form S-8, and the information required to be
               included in a post-effective amendment by those paragraphs
               is contained in periodic reports filed by the registrant
               pursuant to Section 13 or Section 15(d) of the Exchange Act
               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.

               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 Exchange Act (and, where
          applicable, each filing of an employee benefit plan's annual
          report pursuant to Section 15(d) of the Exchange Act) 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.

               The undersigned registrant hereby undertakes to deliver or
          cause to be delivered with the prospectus to each employee to
          whom the prospectus is sent or given a copy of the registrant's
          annual report to stockholders for its last fiscal year, unless
          such employee otherwise has received a copy of such report, in
          which case the registrant shall state in the prospectus that it
          will promptly furnish, without charge, a copy of such report on
          written request of the employee.  If the last fiscal year of the
          registrant has ended within 120 days prior to the use of the
          prospectus, the annual report of the registrant for the preceding
          fiscal year may be so delivered, but within such 120 day period
          the annual report for the last fiscal year will be furnished to
          each such employee.

               The undersigned registrant hereby undertakes to transmit or
          cause to be transmitted to all employees participating in the
          plan who do not otherwise receive such material as stockholders
          of the registrant, at the time and in the manner such material is
          sent to its stockholders, copies of all reports, proxy statements
          and other communications distributed to its stockholders
          generally.
<PAGE>






               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 Fort
          Wayne, State of Indiana, on the 31st day of January, 1994.

                                        TOKEHIM CORPORATION



                                        By:  /s/ Douglas K. Pinner         
                                             Douglas K. Pinner
                                             President  
<PAGE>






               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/ Robert M. Akin, III         Director       January 31, 1994
          Robert M. Akin, III

          ___________________________     Director       January __, 1994
          Walter S. Ainsworth

          ___________________________     Director       January __, 1994
          James K. Baker

          ___________________________     Director       January __, 1994
          Bernard D. Cooper

          /s/ Gerald H. Frieling, Jr.     Director       January 31, 1994
          Gerald H. Frieling, Jr.

          /s/ Bob F. Jesse, Sr.           Director       January 31, 1994
          Bob F. Jesse, Sr.

          /s/ Winfred M. Phillips         Director       January 31, 1994
          Winfred M. Phillips

          /s/ Douglas K. Pinner           Director       January 31, 1994
          Douglas K. Pinner

          ___________________________     Director       January __, 1994
          Ian M. Rolland

          /s/ James T. Smith              Director       January 31, 1994
          James T. Smith
<PAGE>






                                  INDEX TO EXHIBITS


               The following Exhibits accompany or are incorporated in this
          Registration Statement pursuant to Item 601 of Regulation S-K.

          Assigned
          Exhibit No.                                       Sequential
          (Based on                                         Page No. at
          Exhibit        Description                        which Exhibit
          Table No.)     of Exhibit                         is Located    

          4              Tokheim Corporation                     _____
                         1992 Stock Incentive Plan 

          5              Opinion of Counsel re legality          _____

          23             Consent of Counsel (contained in        _____
                         Exhibit 5, above)

          24             Consent of Accountants                  _____
                         (incorporated by reference to the
                         Consent of Accountants appearing as
                         a part of Financial Statements at 
                         Item 14 of the Company's Amended
                         Annual Report on Form 10-K/A,
                         filed on September 22, 1993)
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20498}]
{"company-data": {"conformed-name": "TOKHEIM CORP", "cik": "0000098559", "assigned-sic": "3580", "irs-number": "350712500", "state-of-incorporation": "IN", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52167", "film-number": "94504684"}, "business-address": {"street1": "P O BOX 360", "city": "FORT WAYNE", "state": "IN", "zip": "46801-0360", "phone": "2194232552"}}
SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                                                    Registration

  No.____________
                                             

                        AMENDMENT NUMBER ONE
                                 TO
                              FORM S-8
                       REGISTRATION STATEMENT
                             UNDER THE
                       SECURITIES ACT OF 1933
                                             

  Indiana               TOKHEIM CORPORATION            35-0712500
  (State of         (Exact name of registrant as (I.R.S. Employer
  Incorporation)     specified in its charter)          I.D. No.)
                                              

                       10501 Corporate Drive
                     Fort Wayne, Indiana  46845
                           (219) 423-2552
              (Address of Principal Executive Offices)
                                                      

                        TOKHEIM CORPORATION
                     1992 STOCK INCENTIVE PLAN
                      (Full Title of the Plan)

                          Norman L. Roelke
                       10501 Corporate Drive
                     Fort Wayne, Indiana  46845
                           (219) 423-2552
     (Name, Address and Telephone Number of Agent for Service)

      Approximate date of commencement of proposed sale to the
  public:
           as soon thereafter as practicable after filing
                    this Registration Statement
CALCULATION OF REGISTRATION FEE
Title of                     Proposed  Proposed
  each class                   maximum   maximum
  of securities    Amount      offering  aggregate  Amount of
  to be            to be       price per offering   registration
  registered       registered  share     price      fee  

  Common Stock     400,000
  No par value     shares      $14.375   $5,750,000 $1,983.00
This document constitutes part of a prospectus covering
  securities that have been registered under the Securities Act
  of 1933.

       The amount to be registered is based upon the maximum
  number of shares of Registrant's Common Stock which may be
  issued under the option plan covered by this Registration
  Statement.

       The proposed maximum offering price per share is estimated
  for purposes of calculating the registration fee based upon
  fluctuating market prices pursuant to Rule 457(c).  The
  calculation is based upon the unweighted average of the high
  and low prices of the Registrant's Common Stock on February 3,
  1994, $14.500 and $14.250, respectively, as reported by the New
  York Stock Exchange.  

       The amount of registration fee is calculated as .00034483
  of the proposed maximum aggregate offering price.  

                              STATEMENT TO PARTICIPANTS
                                        OF THE
                                 TOKHEIM CORPORATION
                              1992 STOCK INCENTIVE PLAN
                         PERTAINING TO DOCUMENTS INCORPORATED
                      BY REFERENCE AND AVAILABLE TO PARTICIPANTS

               As a participant in the Tokheim Corporation 1992 Stock
          Incentive Plan, the Company undertakes to make available to you,
          without charge, upon written or oral request, copies of the
          following documents:

               (a)  The Company's latest Annual Report on Form 10-K
                    for the year ended November 30, 1992, the
                    Amendment to said Annual Report on Form 10-K,
                    filed on May 28, 1993, and the Amendment to said
                    Annual Report on Form 10-K, filed on September 20,
                    1993, filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange
                    Act");

               (b)  All other reports filed by the Company pursuant to
                    Section 13(a) or 15(d) of the Exchange Act since
                    the end of the fiscal year covered by the
                    Company's latest Annual Report referenced above;

               (c)  Any description of the Company's common stock
                    which is contained in the Company's original
                    Registration Statement filed with the Securities
                    and Exchange Commission, under the Exchange Act
                    with respect to such stock, including amendments
                    or reports filed for the purpose of updating such
                    description; and

               (d)  Any other documents required to be delivered to
                    participants pursuant to Rule 428(b) of the
                    Securities Act of 1933, including the Information
                    Regarding the Tokheim Corporation 1992 Stock
                    Incentive Plan delivered to participants and
                    constituting Part I of this Registration
                    Statement.

               Any request for such documents should be made to Norman L.
          Roelke, Assistant Secretary and Corporation Counsel, Tokheim
          Corporation, 10501 Corporate Drive, Fort Wayne, Indiana  46825. 
          Mr. Roelke's telephone number is (219) 423-2442, Extension 2221. 

          Dated:  February 4, 1994

                                       PART II

                               INFORMATION REQUIRED IN
                              THE REGISTRATION STATEMENT

          Item 3.   Incorporation of Documents by Reference.

               The Company incorporates by reference into this Registration
          Statement the following documents:

               (a)  The Company's latest Annual Report on Form 10-K, as
                    amended, and filed pursuant to Sections 13(a) or 15(d)
                    of the Securities Exchange Act of 1934 (the "Exchange
                    Act"); 

               (b)  All other reports filed by the Company pursuant to
                    Sections 13(a) or 15(d) of the Exchange Act since the
                    end of the fiscal year covered by the Company's latest
                    Annual Report referenced above; and
(c)  Any description of the Company's common stock which is
                    contained in the Company's original Registration
                    Statement filed with the Securities and Exchange
                    Commission under the Exchange Act with respect to such
                    stock, including amendments or reports filed for the
                    purpose of updating such descriptions.

               All documents subsequently filed by the Company pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
          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 the Registration Statement and to be
          part thereof from the date of filing of such documents.  

          Item 4.   Description of Securities.

               Not Applicable.

          Item 5.   Interests of Named Experts and Counsel.

               Not Applicable.

          Item 6.   Indemnification of Directors and Officers.

               Indiana Code Section 23-1-37-1 et seq. grants to each
          corporation organized under the laws of the State of Indiana, the
          right, privilege and power to indemnify any director, officer,
          employee or agent of such corporation, or such party who is or
          was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership,
          joint venture, trust or other enterprise, against liability
          incurred by him in connection with any threatened, pending or
          completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative and whether formal or informal,
          if his conduct was in good faith and he reasonably believed that,
          in the case of conduct in his capacity with the corporation, that
          his conduct was in the corporation's best interests, and in all
          other cases, that his conduct was at least not opposed to its
          best interests.  In the case of a criminal proceeding, however,
          the corporation may indemnify such an individual if he either had
          reasonable cause to believe his conduct was lawful, or had no
          reasonable cause to believe his conduct was unlawful. 
          Additionally, unless limited by its articles of incorporation, an
          Indiana corporation must indemnify officers and directors who are
          wholly successful, on the merits or otherwise, in the defense of
          any proceeding to which such director or officer was a party
          because that director or officer is or was a director or officer
          of the corporation against reasonable expenses incurred by that
          director or officer in connection with the proceeding.  This
          statutory provision for indemnification does not exclude any of
          the rights to indemnification or advances for expenses that such
          a person may have under the corporation's articles of
          incorporation or by-laws, a resolution of the board of directors
or of the stockholders, or any other authorization, whenever
          adopted, after notice, by a majority vote of all of the voting
          shares then issued and outstanding.

               The Company's Articles of Incorporation provide for the
          indemnification as afforded by Indiana statutory law described
          above.  The Articles of Incorporation of the Company also provide
          a specific method of determining whether an applicant for such
          indemnification is entitled thereto.  Also in accordance with
          Indiana law, the Articles of Incorporation provide that the
          Company may advance expenses incurred by a person eligible for
          such indemnification prior to the final disposition of any
          proceedings upon receipt of an undertaking by or on behalf or the
          recipient of such an advance to repay such amount unless he is
          ultimately determined to be entitled to such indemnification.

               The Company has in effect a policy of insurance indemnifying
          it against certain liabilities to its directors and officers, and
          indemnifying its directors and officers against certain
          liabilities incurred by them, all within specific limits.  The
          Company pays all premiums on such insurance policies.

          Item 7.   Exemption from Registration Claimed.

               Not Applicable.

          Item 8.   Exhibits.

               The list of exhibits is incorporated herein by reference to
          the Index to Exhibits at page 8.

          Item 9.   Undertakings.

               The undersigned registrant hereby undertakes:

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

                         (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 (a)(1)(i) and
               (a)(1)(ii) do not apply if the registration statement is on
               Form S-3 or Form S-8, and the information required to be
               included in a post-effective amendment by those paragraphs
               is contained in periodic reports filed by the registrant
               pursuant to Section 13 or Section 15(d) of the Exchange Act
               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.

               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 Exchange Act (and, where
          applicable, each filing of an employee benefit plan's annual
          report pursuant to Section 15(d) of the Exchange Act) 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.

               The undersigned registrant hereby undertakes to deliver or
          cause to be delivered with the prospectus to each employee to
          whom the prospectus is sent or given a copy of the registrant's
          annual report to stockholders for its last fiscal year, unless
          such employee otherwise has received a copy of such report, in
          which case the registrant shall state in the prospectus that it
          will promptly furnish, without charge, a copy of such report on
          written request of the employee.  If the last fiscal year of the
          registrant has ended within 120 days prior to the use of the
          prospectus, the annual report of the registrant for the preceding
          fiscal year may be so delivered, but within such 120 day period
          the annual report for the last fiscal year will be furnished to
          each such employee.

               The undersigned registrant hereby undertakes to transmit or
          cause to be transmitted to all employees participating in the
          plan who do not otherwise receive such material as stockholders
          of the registrant, at the time and in the manner such material is
          sent to its stockholders, copies of all reports, proxy statements
          and other communications distributed to its stockholders
          generally.
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 Fort
          Wayne, State of Indiana, on the 31st day of January, 1994.

                                        TOKEHIM CORPORATION

                                        By:  /s/ Douglas K. Pinner         
                                             Douglas K. Pinner
                                             President
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/ Robert M. Akin, III         Director       January 31, 1994
          Robert M. Akin, III

          ___________________________     Director       January __, 1994
          Walter S. Ainsworth

          ___________________________     Director       January __, 1994
          James K. Baker

          ___________________________     Director       January __, 1994
          Bernard D. Cooper

          /s/ Gerald H. Frieling, Jr.     Director       January 31, 1994
          Gerald H. Frieling, Jr.

          /s/ Bob F. Jesse, Sr.           Director       January 31, 1994
          Bob F. Jesse, Sr.

          /s/ Winfred M. Phillips         Director       January 31, 1994
          Winfred M. Phillips

          /s/ Douglas K. Pinner           Director       January 31, 1994
          Douglas K. Pinner

          ___________________________     Director       January __, 1994
          Ian M. Rolland

          /s/ James T. Smith              Director       January 31, 1994
          James T. Smith
INDEX TO EXHIBITS

               The following Exhibits accompany or are incorporated in this
          Registration Statement pursuant to Item 601 of Regulation S-K.

          Assigned
          Exhibit No.                                       Sequential
          (Based on                                         Page No. at
          Exhibit        Description                        which Exhibit
          Table No.)     of Exhibit                         is Located    

          4              Tokheim Corporation                     _____
                         1992 Stock Incentive Plan 

          5              Opinion of Counsel re legality          _____

          23             Consent of Counsel (contained in        _____
                         Exhibit 5, above)

          24             Consent of Accountants                  _____
                         (incorporated by reference to the
                         Consent of Accountants appearing as
                         a part of Financial Statements at 
                         Item 14 of the Company's Amended
                         Annual Report on Form 10-K/A,
                         filed on September 22, 1993)