As filed with the Securities and Exchange Commission on August 15, 2002

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             HENNESSY ADVISORS, INC.
             (Exact Name of registrant as specified in its charter)

        California                                       68-0176227
(State or other jurisdiction                (I.R.S. Employer Identification No.)
    of incorporation)

              750 Grant Avenue, Suite 100, Novato, California 94945
               (Address of principal executive offices) (zip code)

                             HENNESSY ADVISORS, INC.
                                2001 OMNIBUS PLAN
                            (Full title of the Plan)

                                Neil J. Hennessy
                             Chief Executive Officer
                             Hennessy Advisors, Inc.
                          750 Grant Avenue, Suite 100.
                            Novato, California 94945
                     (Name and address of agent for service)

                                 (415) 899-1555
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Linda Y. Kelso, Esq.
                                 Foley & Lardner
                                200 Laura Street
                           Jacksonville, Florida 32202
                                 (904) 359-2000


<TABLE>
<CAPTION>
                         Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
    Title of each                                           Proposed                Proposed
       class of                                              Maximum                 maximum
   securities to be               Amount to be           offering price             aggregate                    Amount of
      registered                  registered(1)           per share(2)          offering price(2)           registration fee(2)
------------------------------------------------------------------------------------------------------------------------------------
   <S>                           <C>                          <C>                  <C>                            <C>
    Common Stock,                488,480 shares               10.00                $2,512,924                     $231.19
   $0.01 par value
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)         Plus an indeterminate number of shares which may be issued as a
            result of anti-dilution provisions contained in the Plan.




<PAGE>

(2)         Pursuant to Rules 457(c) and 457(h) under the Securities Act of
            1933, as amended, the amounts shown are based on 85,500 shares
            subject to outstanding options having an exercise price of $10.00
            per share, and 402,980 shares reserved for future grants under the
            plans, the registration fee for which has been calculated on the
            basis of the $4.11 per share book value of the registrant's Common
            Stock as of June 30, 2002.










                                       2
<PAGE>

                                     PART II
                                     -------

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------


Item 1.     Incorporation of Documents by Reference.

The following documents filed by the registrant with the Securities and Exchange
Commission are hereby incorporated herein by reference (Commission File No.
333-66970):

            (a)   The registrant's Amendment No. 4 to Form SB-2 Registration
Statement filed on November 21, 2001;

            (b)   The registrant's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 2001, March 31, 2002 and June 30, 2002;

            (c)   The registrant's Current Report on Form 8-K filed March 15,
2002

            (d)   The description of the registrant's Common Stock, par value
$0.01 per share, set forth under the caption "Description of Registrant's
Securities to be Registered" in the Company's Amendment No. 4 to Form SB-2 filed
under the Securities Act of 1933 on November 21, 2001; and

            All documents subsequently filed by the 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 on June 10, 2002 which
indicates that all shares of Common Stock being offered hereby have been sold or
which deregisters all shares of Common Stock then remaining unsold shall be
deemed incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

Item 2.     Description of Securities.

            Not Applicable.

Item 3.     Interests of Named Experts and Counsel.

            Not Applicable.

Item 4.     Indemnification of Directors and Officers.

            The California Corporations Code permits a California corporation to
indemnify a present or former director or officer of the corporation (and
certain other persons serving at the request of the corporation in related
capacities) for liabilities, including legal expenses, arising by reason of
service in such capacity if such person shall have 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 any criminal proceeding if such person had no reasonable
cause to believe his conduct was unlawful. However, in the case of actions
brought by or in the right of the



                                       3
<PAGE>

corporation, no indemnification may be made with respect to any matter as to
which such director or officer shall have been adjudged liable, except in
certain limited circumstances.

            The registrant's Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws provide that the registrant may indemnify its
directors and officers to the fullest extent now or hereafter permitted by the
California Corporations Code.

            The indemnification provided by the California Corporations Code and
the registrant's Amended and Restated Bylaws is not exclusive of any other
rights to which a director or officer may be entitled. The general effect of the
foregoing provisions may be to reduce the circumstances in which a director or
officer may be required to bear the economic burden of the foregoing liabilities
and expense.

            The registrant may obtain a liability insurance policy for its
directors and officers as permitted by the California Corporations Code which
may extend to, among other things, liability arising under the Securities Act of
1933, as amended (the "Securities Act").

Item 5.     Exemption from Registration Claimed.

            Not Applicable.

Item 6.     Exhibits.

    * 4A.   Hennessy Advisors, Inc. 2001 Omnibus Plan

    * 4B.   Form of Option Award Agreement for Key Employees

      4C.   Form of Option Award Agreement for Non-Employee Directors and
            Advisors

      5.    Opinion of Foley & Lardner as to the legality of the securities to
            be issued

     23A.   Consent of Foley & Lardner (included in Opinion filed as Exhibit 5)

     23B.   Consent of KPMG LLP

     23C.   Consent of KPMG LLP

     23D.   Consent of KPMG LLP

     23E.   Consent of Bregante & Co., LLP

      *     Filed as an exhibit to the registrant's Form SB-2 (Registration No.
            333-66970) and incorporated herein by reference.




                                       4
<PAGE>

Item 7.     Undertakings

            The undersigned hereby undertakes:

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

            (2)   That, for the purpose of determining any liability under the
Securities Act, 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 the 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.

            (4)   That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 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.

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the Amended and Restated Articles of Incorporation
or Amended and Restated Bylaws of the registrant 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 Securities 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 the 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 Securities Act and will be governed by
the final adjudication of such issue.




                                       5
<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Novato, State of California, on August 14, 2002.

                                       HENNESSY ADVISORS, INC.


                                       By       /s/ Neil J. Hennessy
                                         ---------------------------------------
                                           Neil J. Hennessy, Chief Executive
                                           Officer, President and Chairman
                                           of the Board


                            SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on the
signature page to this registration statement constitutes and appoints Neil J.
Hennessy and Teresa M. Nilsen, and each or any of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, including any amendment or
registration statement filed pursuant to Rule 462, and to file the same, with
all exhibits hereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and grants unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or his or her
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.


Date: August 14, 2002                        /s/ Neil J. Hennessy
                                       -----------------------------------------
                                       Neil J. Hennessy, Chairman of the Board,
                                       President and Chief Executive Officer



Date: August 14, 2002                        /s/ Teresa M. Nilsen
                                       -----------------------------------------
                                       Teresa M. Nilsen, Executive Vice
                                       President, Chief Financial Officer, Chief
                                       Accounting Officer, Secretary and
                                       Director



                                       6
<PAGE>



Date: August 14, 2002                        /s/ Daniel B. Steadman
                                       -----------------------------------------
                                       Daniel B. Steadman, Executive Vice
                                       President and Director



Date: August 14, 2002                        /s/ Brian A. Hennessy
                                       -----------------------------------------
                                       Brian A. Hennessy, Director



Date: August 14, 2002                        /s Daniel G. Libarle
                                       -----------------------------------------
                                       Daniel G. Libarle, Director



Date: August 14, 2002                        /s/ Roger Offenbach
                                       -----------------------------------------
                                       Rodger Offenbach, Director



Date: August 14, 2002                        /s/ Thomas L. Seavey
                                       -----------------------------------------
                                       Thomas L. Seavey, Director



Date: August 14, 2002                        /s/ Henry Hansel
                                       -----------------------------------------
                                       Henry Hansel, Director








                                       7
<PAGE>



                                  EXHIBIT INDEX




* 4A.      Hennessy Advisors, Inc. 2001 Omnibus Plan

* 4B.      Form of Option Award Agreement for Key Employees

  4C.      Form of Option Award Agreement for Non-Employee Directors and
           Advisors

  5.       Opinion of Foley & Lardner as to the legality of the securities to be
           issued

 23A.      Consent of Foley & Lardner (included in Opinion filed as Exhibit 5)

 23B.      Consent of KPMG LLP

 23C.      Consent of KPMG LLP

 23D.      Consent of KPMG LLP

 23E.      Consent of Bregante & Co., LLP

*          Filed as an exhibit to the registrant's Form SB-2 (Registration No.
           333-66970) and incorporated herein by reference.





                                       8
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{"company-data": {"conformed-name": "HENNESSY ADVISORS INC", "cik": "0001145255", "assigned-sic": "6282", "irs-number": "680176227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98203", "film-number": "02740036"}, "business-address": {"street1": "750 GRANT AVENUE SUITE 100", "city": "NOVATO", "state": "CA", "zip": "94945"}, "mail-address": {"street1": "750 GRANT AVENUE SUITE 100", "city": "NOVATO", "state": "CA", "zip": "94945"}}
As filed with the Securities and Exchange Commission on August 15, 2002

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             HENNESSY ADVISORS, INC.
             (Exact Name of registrant as specified in its charter)

        California                                       68-0176227
(State or other jurisdiction                (I.R.S. Employer Identification No.)
    of incorporation)

              750 Grant Avenue, Suite 100, Novato, California 94945
               (Address of principal executive offices) (zip code)

                             HENNESSY ADVISORS, INC.
                                2001 OMNIBUS PLAN
                            (Full title of the Plan)

                                Neil J. Hennessy
                             Chief Executive Officer
                             Hennessy Advisors, Inc.
                          750 Grant Avenue, Suite 100.
                            Novato, California 94945
                     (Name and address of agent for service)

                                 (415) 899-1555
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Linda Y. Kelso, Esq.
                                 Foley & Lardner
                                200 Laura Street
                           Jacksonville, Florida 32202
                                 (904) 359-2000
Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
    Title of each                                           Proposed                Proposed
       class of                                              Maximum                 maximum
   securities to be               Amount to be           offering price             aggregate                    Amount of
      registered                  registered(1)           per share(2)          offering price(2)           registration fee(2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,                488,480 shares               10.00                $2,512,924                     $231.19
   $0.01 par value
------------------------------------------------------------------------------------------------------------------------------------
(1)         Plus an indeterminate number of shares which may be issued as a
            result of anti-dilution provisions contained in the Plan.
(2)         Pursuant to Rules 457(c) and 457(h) under the Securities Act of
            1933, as amended, the amounts shown are based on 85,500 shares
            subject to outstanding options having an exercise price of $10.00
            per share, and 402,980 shares reserved for future grants under the
            plans, the registration fee for which has been calculated on the
            basis of the $4.11 per share book value of the registrant's Common
            Stock as of June 30, 2002.

                                       2
PART II
                                     -------

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------

Item 1.     Incorporation of Documents by Reference.

The following documents filed by the registrant with the Securities and Exchange
Commission are hereby incorporated herein by reference (Commission File No.
333-66970):

            (a)   The registrant's Amendment No. 4 to Form SB-2 Registration
Statement filed on November 21, 2001;

            (b)   The registrant's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 2001, March 31, 2002 and June 30, 2002;

            (c)   The registrant's Current Report on Form 8-K filed March 15,
2002

            (d)   The description of the registrant's Common Stock, par value
$0.01 per share, set forth under the caption "Description of Registrant's
Securities to be Registered" in the Company's Amendment No. 4 to Form SB-2 filed
under the Securities Act of 1933 on November 21, 2001; and

            All documents subsequently filed by the 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 on June 10, 2002 which
indicates that all shares of Common Stock being offered hereby have been sold or
which deregisters all shares of Common Stock then remaining unsold shall be
deemed incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

Item 2.     Description of Securities.

            Not Applicable.

Item 3.     Interests of Named Experts and Counsel.

            Not Applicable.

Item 4.     Indemnification of Directors and Officers.

            The California Corporations Code permits a California corporation to
indemnify a present or former director or officer of the corporation (and
certain other persons serving at the request of the corporation in related
capacities) for liabilities, including legal expenses, arising by reason of
service in such capacity if such person shall have 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 any criminal proceeding if such person had no reasonable
cause to believe his conduct was unlawful. However, in the case of actions
brought by or in the right of the

                                       3
corporation, no indemnification may be made with respect to any matter as to
which such director or officer shall have been adjudged liable, except in
certain limited circumstances.

            The registrant's Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws provide that the registrant may indemnify its
directors and officers to the fullest extent now or hereafter permitted by the
California Corporations Code.

            The indemnification provided by the California Corporations Code and
the registrant's Amended and Restated Bylaws is not exclusive of any other
rights to which a director or officer may be entitled. The general effect of the
foregoing provisions may be to reduce the circumstances in which a director or
officer may be required to bear the economic burden of the foregoing liabilities
and expense.

            The registrant may obtain a liability insurance policy for its
directors and officers as permitted by the California Corporations Code which
may extend to, among other things, liability arising under the Securities Act of
1933, as amended (the "Securities Act").

Item 5.     Exemption from Registration Claimed.

            Not Applicable.

Item 6.     Exhibits.

    * 4A.   Hennessy Advisors, Inc. 2001 Omnibus Plan

    * 4B.   Form of Option Award Agreement for Key Employees

      4C.   Form of Option Award Agreement for Non-Employee Directors and
            Advisors

      5.    Opinion of Foley & Lardner as to the legality of the securities to
            be issued

     23A.   Consent of Foley & Lardner (included in Opinion filed as Exhibit 5)

     23B.   Consent of KPMG LLP

     23C.   Consent of KPMG LLP

     23D.   Consent of KPMG LLP

     23E.   Consent of Bregante & Co., LLP

      *     Filed as an exhibit to the registrant's Form SB-2 (Registration No.
            333-66970) and incorporated herein by reference.

                                       4
Item 7.     Undertakings

            The undersigned hereby undertakes:

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

            (2)   That, for the purpose of determining any liability under the
Securities Act, 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 the 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.

            (4)   That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 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.

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the Amended and Restated Articles of Incorporation
or Amended and Restated Bylaws of the registrant 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 Securities 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 the 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 Securities Act and will be governed by
the final adjudication of such issue.

                                       5
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Novato, State of California, on August 14, 2002.

                                       HENNESSY ADVISORS, INC.

                                       By       /s/ Neil J. Hennessy
                                         ---------------------------------------
                                           Neil J. Hennessy, Chief Executive
                                           Officer, President and Chairman
                                           of the Board

                            SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on the
signature page to this registration statement constitutes and appoints Neil J.
Hennessy and Teresa M. Nilsen, and each or any of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, including any amendment or
registration statement filed pursuant to Rule 462, and to file the same, with
all exhibits hereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and grants unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or his or her
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.

Date: August 14, 2002                        /s/ Neil J. Hennessy
                                       -----------------------------------------
                                       Neil J. Hennessy, Chairman of the Board,
                                       President and Chief Executive Officer

Date: August 14, 2002                        /s/ Teresa M. Nilsen
                                       -----------------------------------------
                                       Teresa M. Nilsen, Executive Vice
                                       President, Chief Financial Officer, Chief
                                       Accounting Officer, Secretary and
                                       Director

                                       6
Date: August 14, 2002                        /s/ Daniel B. Steadman
                                       -----------------------------------------
                                       Daniel B. Steadman, Executive Vice
                                       President and Director

Date: August 14, 2002                        /s/ Brian A. Hennessy
                                       -----------------------------------------
                                       Brian A. Hennessy, Director

Date: August 14, 2002                        /s Daniel G. Libarle
                                       -----------------------------------------
                                       Daniel G. Libarle, Director

Date: August 14, 2002                        /s/ Roger Offenbach
                                       -----------------------------------------
                                       Rodger Offenbach, Director

Date: August 14, 2002                        /s/ Thomas L. Seavey
                                       -----------------------------------------
                                       Thomas L. Seavey, Director

Date: August 14, 2002                        /s/ Henry Hansel
                                       -----------------------------------------
                                       Henry Hansel, Director

                                       7
EXHIBIT INDEX

* 4A.      Hennessy Advisors, Inc. 2001 Omnibus Plan

* 4B.      Form of Option Award Agreement for Key Employees

  4C.      Form of Option Award Agreement for Non-Employee Directors and
           Advisors

  5.       Opinion of Foley & Lardner as to the legality of the securities to be
           issued

 23A.      Consent of Foley & Lardner (included in Opinion filed as Exhibit 5)

 23B.      Consent of KPMG LLP

 23C.      Consent of KPMG LLP

 23D.      Consent of KPMG LLP

 23E.      Consent of Bregante & Co., LLP

*          Filed as an exhibit to the registrant's Form SB-2 (Registration No.
           333-66970) and incorporated herein by reference.

                                       8