As filed with the Securities and Exchange Commission on August ___, 1998
                                            REGISTRATION NO. 333-________
 ========================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                          -------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

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

                          SCOTSMAN INDUSTRIES, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                   36-3635892 
   (State or other jurisdiction of                    (I.R.S. employer 
   incorporation or organization)                    identification no.)

                            820 FOREST EDGE DRIVE
                        VERNON HILLS, ILLINOIS 60061
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                  KYSOR INDUSTRIAL CORPORATION SAVINGS PLAN
                          (FULL TITLE OF THE PLAN)

                              DONALD D. HOLMES
                           VICE PRESIDENT-FINANCE
                          SCOTSMAN INDUSTRIES, INC.
                            820 FOREST EDGE DRIVE
                        VERNON HILLS, ILLINOIS 60061
                   (NAME AND ADDRESS OF AGENT FOR SERVICE)

                               (847) 215-4447
        (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                               WITH A COPY TO:

                             SHIRLEY M. LUKITSCH
                            SCHIFF HARDIN & WAITE
                              7200 SEARS TOWER
                           CHICAGO, ILLINOIS 60606
                               (312) 258-5602

                       ------------------------------<PAGE>





                       CALCULATION OF REGISTRATION FEE
    <TABLE>
    <CAPTION>

                                              Amount          Proposed maximum       Proposed maximum        Amount of
          Title of Securities to be            to be         offering price per     aggregate offering      registration
                  Registered                registered           share (1)              price (1)             fee (2)
          -------------------------         ----------       ------------------     ------------------      ------------
       <S>                                    <C>                 <C>                   <C>                  <C>
       Common Stock, par value $0.10
       per share (including associated
       Common Stock Purchase Rights)          250,000             $26.5625              $6,640,625           $1,958.99

       Interests in the Plan                    (3)                 (3)                     (3)                 (3)


     (1)      Based upon the number of shares that would be purchased by the trustee of the trust established in connection
              with the Kysor Industrial Corporation Savings Plan (the "Plan") on behalf of the Plan during the two-year
              period beginning on the effective date of this Registration Statement if the estimated employee contributions
              during such period were invested in such Common Stock at the estimated offering price per share in footnote
              2, below.

     (2)      Estimated on the basis of $26.5625  per share, the average of the high and low sales prices as reported on
              the New York Stock Exchange on August 13, 1998, pursuant to Rule 457(h) and 457(c).

     (3)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also
              covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein for
              which no separate fee is required.
    /TABLE
<PAGE>





                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents which have been filed by Scotsman
   Industries, Inc. (the "Registrant") and the Kysor Industrial
   Corporation Savings Plan (the "Plan") are incorporated herein by
   reference:

             (a)  The Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 28, 1997;

             (b)  The Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended April 5, 1998; 

             (c)  The Registrant's Current Report on Form 8-K, dated
                  February 10, 1998; and 

             (d)  The description of the Registrant's Common Stock, par
                  value $.10 per share, and the Common Stock Purchase
                  Rights contained in the Registrant's Registration
                  Statement on Form 10, filed with the Securities and
                  Exchange Commission (the "Commission") on February 14,
                  1989, as amended by Amendment No. 1 on Form 8, filed
                  with the Commission on March 14, 1989, Amendment No. 2
                  on Form 8, filed with the Commission on March 23, 1989,
                  Amendment No. 3 on Form 8, filed with the Commission on
                  March 27, 1989, Amendment No. 4 on Form 10/A, filed
                  with the Commission on January 27, 1994, and Amendment
                  No. 5 on Form 10/A, filed with the Commission on
                  February 17, 1998.

             All documents subsequently filed by the Registrant and/or
   the Plan 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 hereby
   have been sold or which deregisters all securities then remaining
   unsold, shall be deemed incorporated by reference herein and to be a
   part hereof 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.<PAGE>





   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

             Under the General Corporation Law of the State of Delaware
   (the "Delaware Law"), directors and officers as well as other
   employees and individuals may be indemnified against expenses
   (including attorneys' fees), judgments, fines and amounts paid in
   settlement in connection with specified actions, suits or proceedings,
   whether civil, criminal, administrative or investigative (other than
   an action by or in the right of the corporation--a "derivative
   action") if they acted in good faith and in a manner they reasonably
   believed to be in or not opposed to the best interests of the company,
   and, with respect to any criminal action or proceeding, had no
   reasonable cause to believe their conduct was unlawful.  A similar
   standard of care is applicable in the case of derivative actions,
   except that indemnification only extends to expenses (including
   attorney's fees) incurred in connection with the defense or settlement
   of such an action, and the Delaware Law requires court approval before
   there can be any indemnification where the person seeking
   indemnification has been found liable to the company.

             Article Ninth of the Restated Certificate of Incorporation
   of the Registrant ("Article Ninth") provides that each person who was
   or is made a party to, or is involved in, any action, suit or
   proceeding by reason of the fact that he or she is or was a director,
   officer or employee of the Registrant (or was serving at the request
   of the Registrant as a director, officer, employee or agent for
   another entity) will be indemnified and held harmless by the
   Registrant, to the full extent authorized by the Delaware Law, as
   currently in effect (or, to the extent indemnification is broadened,
   as it may be amended) against all expense, liability or loss
   (including attorneys' fees, judgments, fines, Employee Retirement
   Income Security Act excise taxes or penalties and amounts to be paid
   in settlement) reasonably incurred by such person in connection
   therewith.  Article Ninth provides that the rights conferred thereby
   are contract rights and will include the right to be paid by the
   Registrant for the expenses incurred in defending the proceedings
   specified above, in advance of their final disposition, except that,
   if the Delaware Law so requires, such payment will only be made upon
   delivery to the Registrant by the indemnified party of an undertaking
   to repay all amounts so advanced if it is ultimately determined that
   the person receiving such payments is not entitled to be indemnified
   under such provision or otherwise.  Article Ninth provides that the
   Registrant may, by action of its board of directors, provide
   indemnification to its agents with the same scope and effect as the
   foregoing indemnification of directors, officers and employees.

             Article Ninth provides that persons indemnified thereunder
   may bring suit against the Registrant to recover unpaid amounts
   claimed thereunder, and that if such suit is successful, the expense
   of bringing such a suit will be reimbursed by the Registrant.  Article
   Ninth further provides that while it is a defense to such a suit that
   the person claiming indemnification has not met the applicable

                                      2<PAGE>





   standards of conduct making indemnification permissible under the
   Delaware Law, the burden of proving the defense will be on the
   Registrant and neither the failure of the Registrant's board of
   directors to have made a determination that indemnification is proper
   nor an actual determination that the claimant has not met the
   applicable standard of conduct will be a defense to the action or
   create a presumption that the claimant has not met the applicable
   standard of conduct.

             Article Ninth provides that the rights to indemnification
   and the payment of expenses incurred in defending a proceeding in
   advance of its final disposition conferred therein will not be
   exclusive of any other right which any person may have or acquire
   under any statute, provision of the Registrant's Restated Certificate
   of Incorporation or By-Laws, or otherwise.  Finally, Article Ninth
   provides that the Registrant may maintain insurance, at its expense,
   to protect itself and any of its directors, officers, employees or
   agents against any expense, liability or loss, whether or not the
   Registrant would have the power to indemnify such person against such
   expense, liability or loss under the Delaware Law.

             The Registrant has insurance which insures directors and
   officers of the Registrant for acts committed in their capacity as
   directors and officers or claims made against them by reason of their
   status as directors or officers, except for and to the extent the
   Registrant has indemnified the directors or officers.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

   ITEM 8.   EXHIBITS.

             The exhibits filed herewith or incorporated by reference
   herein are set forth in the Exhibit Index filed as part of this
   registration statement on page 8 hereof.  The Registrant hereby
   undertakes to submit the Plan, as amended, in a timely manner to the
   Internal Revenue Service for a determination that the Plan is
   qualified under Section 401 of the Internal Revenue Code and to make
   all changes required by the Internal Revenue Service in order to so
   qualify the Plan.

   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;


                                      3<PAGE>





        (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, 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 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.

             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.

             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

                                      4<PAGE>





   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.















































                                      5<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 Village of Vernon Hills, State of Illinois, on
   August 13, 1998.

                                      SCOTSMAN INDUSTRIES, INC.
                                           (Registrant)


                                      By:/s/ Richard C. Osborne
                                         -------------------------------
                                           Richard C. Osborne
                                           Chairman of the Board,
                                           President and Chief Executive
                                           Officer


                              POWER OF ATTORNEY

             Each person whose signature appears below appoints Richard
   C. Osborne and Donald D. Holmes, or either of them, as such person's
   true and lawful attorneys-in-fact to execute in the name of each such
   person, and to file, any amendments to this registration statement
   that either of such attorneys-in-fact will deem necessary or desirable
   to enable the  to comply with the Securities Act of 1933, as amended,
   and any rules, regulations, and requirements of the Securities and
   Exchange Commission with respect thereto, in connection with the
   registration of the shares of Common Stock (and the Common Stock
   Purchase Rights associated therewith) and the interests in the Plan
   which are the subject of this Registration Statement, which amendments
   may make such changes in such registration statement as either of the
   above-named attorneys-in-fact deems appropriate, and to comply with
   the undertakings of the Registrant made in connection with this
   registration statement; and each of the undersigned hereby ratifies
   all that either of said attorneys will do or cause to be done by
   virtue hereof.












                                      6<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.

    <TABLE>
    <CAPTION>
        Signature                                          Title                                 Date
        ---------                                          -----                                 ----
     <S>                                                <C>                                      <C>
     /s/ Richard C. Osborne                             Chairman of the Board,                   August 13, 1998
     ------------------------------                     President, Chief Executive
     Richard C. Osborne                                 Officer and Director 
                                                        (Principal Executive Officer)

     /s/ Donald D. Holmes                               Vice President -- Finance                August 13, 1998
     ------------------------------                     (Principal Financial and
     Donald D. Holmes                                   Accounting Officer)


     /s/ Donald C. Clark                                Director                                 August 13, 1998
     ------------------------------
     Donald C. Clark


     /s/ Frank W. Considine                             Director                                 August 13, 1998
     ------------------------------
     Frank W. Considine


     /s/ George D. Kennedy                              Director                                 August 13, 1998
     ------------------------------
     George D. Kennedy


     /s/ James J. O'Connor                              Director                                 August 13, 1998
     ------------------------------
     James J. O'Connor


     /s/ Robert G. Rettig                               Director                                 August 13, 1998
     ------------------------------
     Robert G. Rettig


     /s/ Richard L. Thomas                              Director                                 August 13, 1998
     ------------------------------
     Richard L. Thomas
   </TABLE>







                                                                7<PAGE>





             THE PLAN.  Pursuant to the requirements of the Securities
   Act of 1933, the Plan has duly caused this Registration Statement to
   be signed on its behalf by the undersigned, thereunto duly authorized,
   in the Village of Vernon Hills, State of Illinois, on August 13, 1998.

                                      KYSOR INDUSTRIAL CORPORATION
                                      SAVINGS PLAN




                                      By:/s/ Richard M. Holden
                                         --------------------------------
                                           Richard M. Holden
                                           Member of the Administrative
                                             and Investment Committee





































                                      8<PAGE>





                                EXHIBIT INDEX

   EXHIBIT
   NUMBER                        DESCRIPTION*                    PAGE NO.
   -------                       -----------                     --------

   4.1            Restated Certificate of Incorporation of the
                  Registrant (incorporated herein by reference
                  to the Registrant's Form 10-K for the fiscal
                  year ended December 31, 1989). 

   4.2            By-Laws of the Registrant, as amended
                  (incorporated herein by reference to the
                  Registrant's Form 8-K, dated June 21, 1991).

   4.3            Rights Agreement, dated as of April 14, 1989,
                  between Scotsman Industries, Inc. and Harris
                  Trust & Savings Bank (incorporated herein by
                  reference to the Registrant's Form 8-K, dated
                  April 25, 1989), as amended by Amendment No.
                  1 thereto, dated as of January 11, 1994
                  (incorporated herein by reference to Scotsman
                  Industries, Inc. Amendment No. 4 to General
                  Form for Registration of Securities on Form
                  10/A, as filed with the Commission on January
                  27, 1994), Amendment No. 2 thereto, dated as
                  of February 10, 1998 (incorporated herein by
                  reference to the Registrant's Form 8-K, dated
                  February 10, 1998) and Amendment No. 3
                  thereto, dated as of February 11, 1998
                  (incorporated herein by reference to the
                  Registrant's Form 8-K, dated February 10,
                  1998),

   5              Opinion of Schiff Hardin & Waite.

   23.1           Consent of Arthur Andersen LLP

   23.2           Consent of Schiff Hardin & Waite (contained
                  in their opinion filed as Exhibit 5).

   24             Powers of Attorney (contained on the
                  signature pages hereto).


   ---------------------------               
        * Unless otherwise indicated, all documents incorporated by
   reference to prior filings have been filed under Commission File No.
   1-10182.
   
   


                                      9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23659}]
{"company-data": {"conformed-name": "SCOTSMAN INDUSTRIES INC", "cik": "0000846660", "assigned-sic": "3585", "irs-number": "363635892", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61955", "film-number": "98695248"}, "business-address": {"street1": "820 FOREST EDGE DR", "city": "VERNON HILLS", "state": "IL", "zip": "60061", "phone": "8472154600"}}
As filed with the Securities and Exchange Commission on August ___, 1998
                                            REGISTRATION NO. 333-________
 ========================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                          -------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

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

                          SCOTSMAN INDUSTRIES, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                   36-3635892 
   (State or other jurisdiction of                    (I.R.S. employer 
   incorporation or organization)                    identification no.)

                            820 FOREST EDGE DRIVE
                        VERNON HILLS, ILLINOIS 60061
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                  KYSOR INDUSTRIAL CORPORATION SAVINGS PLAN
                          (FULL TITLE OF THE PLAN)

                              DONALD D. HOLMES
                           VICE PRESIDENT-FINANCE
                          SCOTSMAN INDUSTRIES, INC.
                            820 FOREST EDGE DRIVE
                        VERNON HILLS, ILLINOIS 60061
                   (NAME AND ADDRESS OF AGENT FOR SERVICE)

                               (847) 215-4447
        (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                               WITH A COPY TO:

                             SHIRLEY M. LUKITSCH
                            SCHIFF HARDIN & WAITE
                              7200 SEARS TOWER
                           CHICAGO, ILLINOIS 60606
                               (312) 258-5602

                       ------------------------------
CALCULATION OF REGISTRATION FEE
Amount          Proposed maximum       Proposed maximum        Amount of
          Title of Securities to be            to be         offering price per     aggregate offering      registration
                  Registered                registered           share (1)              price (1)             fee (2)
          -------------------------         ----------       ------------------     ------------------      ------------
Common Stock, par value $0.10
       per share (including associated
       Common Stock Purchase Rights)          250,000             $26.5625              $6,640,625           $1,958.99

       Interests in the Plan                    (3)                 (3)                     (3)                 (3)

     (1)      Based upon the number of shares that would be purchased by the trustee of the trust established in connection
              with the Kysor Industrial Corporation Savings Plan (the "Plan") on behalf of the Plan during the two-year
              period beginning on the effective date of this Registration Statement if the estimated employee contributions
              during such period were invested in such Common Stock at the estimated offering price per share in footnote
              2, below.

     (2)      Estimated on the basis of $26.5625  per share, the average of the high and low sales prices as reported on
              the New York Stock Exchange on August 13, 1998, pursuant to Rule 457(h) and 457(c).

     (3)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also
              covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein for
              which no separate fee is required.
    /TABLE
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents which have been filed by Scotsman
   Industries, Inc. (the "Registrant") and the Kysor Industrial
   Corporation Savings Plan (the "Plan") are incorporated herein by
   reference:

             (a)  The Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 28, 1997;

             (b)  The Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended April 5, 1998; 

             (c)  The Registrant's Current Report on Form 8-K, dated
                  February 10, 1998; and 

             (d)  The description of the Registrant's Common Stock, par
                  value $.10 per share, and the Common Stock Purchase
                  Rights contained in the Registrant's Registration
                  Statement on Form 10, filed with the Securities and
                  Exchange Commission (the "Commission") on February 14,
                  1989, as amended by Amendment No. 1 on Form 8, filed
                  with the Commission on March 14, 1989, Amendment No. 2
                  on Form 8, filed with the Commission on March 23, 1989,
                  Amendment No. 3 on Form 8, filed with the Commission on
                  March 27, 1989, Amendment No. 4 on Form 10/A, filed
                  with the Commission on January 27, 1994, and Amendment
                  No. 5 on Form 10/A, filed with the Commission on
                  February 17, 1998.

             All documents subsequently filed by the Registrant and/or
   the Plan 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 hereby
   have been sold or which deregisters all securities then remaining
   unsold, shall be deemed incorporated by reference herein and to be a
   part hereof 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. 

             Under the General Corporation Law of the State of Delaware
   (the "Delaware Law"), directors and officers as well as other
   employees and individuals may be indemnified against expenses
   (including attorneys' fees), judgments, fines and amounts paid in
   settlement in connection with specified actions, suits or proceedings,
   whether civil, criminal, administrative or investigative (other than
   an action by or in the right of the corporation--a "derivative
   action") if they acted in good faith and in a manner they reasonably
   believed to be in or not opposed to the best interests of the company,
   and, with respect to any criminal action or proceeding, had no
   reasonable cause to believe their conduct was unlawful.  A similar
   standard of care is applicable in the case of derivative actions,
   except that indemnification only extends to expenses (including
   attorney's fees) incurred in connection with the defense or settlement
   of such an action, and the Delaware Law requires court approval before
   there can be any indemnification where the person seeking
   indemnification has been found liable to the company.

             Article Ninth of the Restated Certificate of Incorporation
   of the Registrant ("Article Ninth") provides that each person who was
   or is made a party to, or is involved in, any action, suit or
   proceeding by reason of the fact that he or she is or was a director,
   officer or employee of the Registrant (or was serving at the request
   of the Registrant as a director, officer, employee or agent for
   another entity) will be indemnified and held harmless by the
   Registrant, to the full extent authorized by the Delaware Law, as
   currently in effect (or, to the extent indemnification is broadened,
   as it may be amended) against all expense, liability or loss
   (including attorneys' fees, judgments, fines, Employee Retirement
   Income Security Act excise taxes or penalties and amounts to be paid
   in settlement) reasonably incurred by such person in connection
   therewith.  Article Ninth provides that the rights conferred thereby
   are contract rights and will include the right to be paid by the
   Registrant for the expenses incurred in defending the proceedings
   specified above, in advance of their final disposition, except that,
   if the Delaware Law so requires, such payment will only be made upon
   delivery to the Registrant by the indemnified party of an undertaking
   to repay all amounts so advanced if it is ultimately determined that
   the person receiving such payments is not entitled to be indemnified
   under such provision or otherwise.  Article Ninth provides that the
   Registrant may, by action of its board of directors, provide
   indemnification to its agents with the same scope and effect as the
   foregoing indemnification of directors, officers and employees.

             Article Ninth provides that persons indemnified thereunder
   may bring suit against the Registrant to recover unpaid amounts
   claimed thereunder, and that if such suit is successful, the expense
   of bringing such a suit will be reimbursed by the Registrant.  Article
   Ninth further provides that while it is a defense to such a suit that
   the person claiming indemnification has not met the applicable

                                      2
standards of conduct making indemnification permissible under the
   Delaware Law, the burden of proving the defense will be on the
   Registrant and neither the failure of the Registrant's board of
   directors to have made a determination that indemnification is proper
   nor an actual determination that the claimant has not met the
   applicable standard of conduct will be a defense to the action or
   create a presumption that the claimant has not met the applicable
   standard of conduct.

             Article Ninth provides that the rights to indemnification
   and the payment of expenses incurred in defending a proceeding in
   advance of its final disposition conferred therein will not be
   exclusive of any other right which any person may have or acquire
   under any statute, provision of the Registrant's Restated Certificate
   of Incorporation or By-Laws, or otherwise.  Finally, Article Ninth
   provides that the Registrant may maintain insurance, at its expense,
   to protect itself and any of its directors, officers, employees or
   agents against any expense, liability or loss, whether or not the
   Registrant would have the power to indemnify such person against such
   expense, liability or loss under the Delaware Law.

             The Registrant has insurance which insures directors and
   officers of the Registrant for acts committed in their capacity as
   directors and officers or claims made against them by reason of their
   status as directors or officers, except for and to the extent the
   Registrant has indemnified the directors or officers.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

   ITEM 8.   EXHIBITS.

             The exhibits filed herewith or incorporated by reference
   herein are set forth in the Exhibit Index filed as part of this
   registration statement on page 8 hereof.  The Registrant hereby
   undertakes to submit the Plan, as amended, in a timely manner to the
   Internal Revenue Service for a determination that the Plan is
   qualified under Section 401 of the Internal Revenue Code and to make
   all changes required by the Internal Revenue Service in order to so
   qualify the Plan.

   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;

                                      3
(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, 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 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.

             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.

             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

                                      4
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.

                                      5
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 Village of Vernon Hills, State of Illinois, on
   August 13, 1998.

                                      SCOTSMAN INDUSTRIES, INC.
                                           (Registrant)

                                      By:/s/ Richard C. Osborne
                                         -------------------------------
                                           Richard C. Osborne
                                           Chairman of the Board,
                                           President and Chief Executive
                                           Officer

                              POWER OF ATTORNEY

             Each person whose signature appears below appoints Richard
   C. Osborne and Donald D. Holmes, or either of them, as such person's
   true and lawful attorneys-in-fact to execute in the name of each such
   person, and to file, any amendments to this registration statement
   that either of such attorneys-in-fact will deem necessary or desirable
   to enable the  to comply with the Securities Act of 1933, as amended,
   and any rules, regulations, and requirements of the Securities and
   Exchange Commission with respect thereto, in connection with the
   registration of the shares of Common Stock (and the Common Stock
   Purchase Rights associated therewith) and the interests in the Plan
   which are the subject of this Registration Statement, which amendments
   may make such changes in such registration statement as either of the
   above-named attorneys-in-fact deems appropriate, and to comply with
   the undertakings of the Registrant made in connection with this
   registration statement; and each of the undersigned hereby ratifies
   all that either of said attorneys will do or cause to be done by
   virtue hereof.

                                      6
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/ Richard C. Osborne                             Chairman of the Board,                   August 13, 1998
     ------------------------------                     President, Chief Executive
     Richard C. Osborne                                 Officer and Director 
                                                        (Principal Executive Officer)

     /s/ Donald D. Holmes                               Vice President -- Finance                August 13, 1998
     ------------------------------                     (Principal Financial and
     Donald D. Holmes                                   Accounting Officer)

     /s/ Donald C. Clark                                Director                                 August 13, 1998
     ------------------------------
     Donald C. Clark

     /s/ Frank W. Considine                             Director                                 August 13, 1998
     ------------------------------
     Frank W. Considine

     /s/ George D. Kennedy                              Director                                 August 13, 1998
     ------------------------------
     George D. Kennedy

     /s/ James J. O'Connor                              Director                                 August 13, 1998
     ------------------------------
     James J. O'Connor

     /s/ Robert G. Rettig                               Director                                 August 13, 1998
     ------------------------------
     Robert G. Rettig

     /s/ Richard L. Thomas                              Director                                 August 13, 1998
     ------------------------------
     Richard L. Thomas
7
THE PLAN.  Pursuant to the requirements of the Securities
   Act of 1933, the Plan has duly caused this Registration Statement to
   be signed on its behalf by the undersigned, thereunto duly authorized,
   in the Village of Vernon Hills, State of Illinois, on August 13, 1998.

                                      KYSOR INDUSTRIAL CORPORATION
                                      SAVINGS PLAN

                                      By:/s/ Richard M. Holden
                                         --------------------------------
                                           Richard M. Holden
                                           Member of the Administrative
                                             and Investment Committee

                                      8
EXHIBIT INDEX

   EXHIBIT
   NUMBER                        DESCRIPTION*                    PAGE NO.
   -------                       -----------                     --------

   4.1            Restated Certificate of Incorporation of the
                  Registrant (incorporated herein by reference
                  to the Registrant's Form 10-K for the fiscal
                  year ended December 31, 1989). 

   4.2            By-Laws of the Registrant, as amended
                  (incorporated herein by reference to the
                  Registrant's Form 8-K, dated June 21, 1991).

   4.3            Rights Agreement, dated as of April 14, 1989,
                  between Scotsman Industries, Inc. and Harris
                  Trust & Savings Bank (incorporated herein by
                  reference to the Registrant's Form 8-K, dated
                  April 25, 1989), as amended by Amendment No.
                  1 thereto, dated as of January 11, 1994
                  (incorporated herein by reference to Scotsman
                  Industries, Inc. Amendment No. 4 to General
                  Form for Registration of Securities on Form
                  10/A, as filed with the Commission on January
                  27, 1994), Amendment No. 2 thereto, dated as
                  of February 10, 1998 (incorporated herein by
                  reference to the Registrant's Form 8-K, dated
                  February 10, 1998) and Amendment No. 3
                  thereto, dated as of February 11, 1998
                  (incorporated herein by reference to the
                  Registrant's Form 8-K, dated February 10,
                  1998),

   5              Opinion of Schiff Hardin & Waite.

   23.1           Consent of Arthur Andersen LLP

   23.2           Consent of Schiff Hardin & Waite (contained
                  in their opinion filed as Exhibit 5).

   24             Powers of Attorney (contained on the
                  signature pages hereto).

   ---------------------------               
        * Unless otherwise indicated, all documents incorporated by
   reference to prior filings have been filed under Commission File No.
   1-10182.
   
   

                                      9