As filed with the Securities and Exchange Commission on May 17, 1995
                                              Registration No. 33-_______
   ======================================================================
                     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.)

                         775 Corporate Woods Parkway
                        Vernon Hills, Illinois 60061
        (Address of principal executive offices, including zip code)

                          SCOTSMAN INDUSTRIES, INC.
                  NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                          (Full title of the plan)

                              Donald D. Holmes
                           Vice President-Finance
                          Scotsman Industries, Inc.
                         775 Corporate Woods Parkway
                        Vernon Hills, Illinois 60061
                   (Name and address of agent for service)

                               (708) 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
<TABLE>
<CAPTION>
=====================================================================================================================
                                                            Proposed maximum      Proposed maximum       Amount of
                                           Amount to be      offering price      aggregate offering     registration
  Title of Securities to be Registered      registered        per share <F1>          price <F1>            fee <F1>
  ------------------------------------    -------------    ------------------    ------------------   ---------------
<S>                                       <C>              <C>       
  Common Stock, par value $.10 per
  share (including associated Common         100,000            $19.4375             $1,943,750           $670.26
  Stock Purchase Rights) 
=====================================================================================================================
<FN>     
<F1>  Estimated on the basis  of $19.4375 per share, the average of the  high and low sales prices as  quoted on the
      New York Stock Exchange consolidated reporting system on May 11, 1995, pursuant to Rule 457(h) and 457(c).
</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") are incorporated herein by
   reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended January 1, 1995;

        (b)  The Registrant's Quarterly Report on Form 10-Q for the
             quarterly period ended April 2, 1995; and

        (c)  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 and Amendment No. 4 on Form
             10/A, filed with the Commission on January 27, 1994.

             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 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

                                    - 2 -

<PAGE>



   (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
   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

                                    - 3 -
   
   <PAGE>
   


   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.

   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;


                                    - 4 -
   <PAGE>
   


                  (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, or
   Form F-3 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
   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
   May 17, 1995.

                                      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 to execute in the name of each such person,
   and to file, any amendments to this registration statement that either
   of such attorneys will deem necessary or desirable to enable the
   Registrant 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 attached thereto) which amendments may make such
   changes in such registration statement as either of the above-named
   attorneys 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.

             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.










                                    - 6 -
   
   <PAGE>
<TABLE>   
<CAPTION>

    Signature                        Title                          Date
    ---------                        -----                          ----
<S>                                  <C>                            <C>
    /s/ Richard C. Osborne           Chairman of the Board,         May 17, 1995
    ----------------------------     President, Chief Executive
    Richard C. Osborne               Officer and Director
                                     (Principal Executive Officer)

    /s/ Donald D. Holmes             Vice President -- Finance      May 17, 1995
    ----------------------------     (Principal Financial and
    Donald D. Holmes                 Accounting Officer)

    /s/ Donald C. Clark              Director                       May 17, 1995
    ----------------------------
    Donald C. Clark

    /s/ Frank W. Considine           Director                       May 17, 1995
    ----------------------------
    Frank W. Considine

    /s/ Timothy C. Collins           Director                       May 17, 1995
    ----------------------------
    Timothy C. Collins

    /s/ Matthew O. Diggs, Jr.        Director                       May 17, 1995
    ----------------------------
    Matthew O. Diggs, Jr.

    /s/ George D. Kennedy            Director                       May 17, 1995
    ----------------------------
    George D. Kennedy

    /s/ James J. O'Connor            Director                       May 17, 1995
    ----------------------------
    James J. O'Connor

    /s/ Robert G. Rettig             Director                       May 17, 1995
    ----------------------------
    Robert G. Rettig

</TABLE>









                                           - 7 -
    
    <PAGE>
    


                                EXHIBIT INDEX

   Exhibit
   Number                   Description                          Page No.
   -------                  -----------                          --------

   4.1            Scotsman Industries, Inc. Non-Employee              9  
                  Directors Stock Option Plan

   4.2            Restated Certificate of Incorporation of
                  the Registrant (incorporated herein by
                  reference to the Registrant's 10-K for
                  the fiscal year ended December 31, 1989,
                  File No. 0-10182).

   4.3            By-Laws of the Registrant, as amended
                  (incorporated herein by reference to the
                  Registrant's 8-K, dated June 21, 1991,
                  File No. 0-10182).

   4.4            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 8-K, dated April 25, 1989,
                  File No. 0-10182), 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, File No. 0-10182).

   5              Opinion of Schiff Hardin & Waite.                  20  

   23.1           Consent of Arthur Andersen LLP                     21  

   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).  





                                  - 8 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21060}]
{"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": "033-59397", "film-number": "95540621"}, "business-address": {"street1": "775 CORPORATE WOODS PKWY", "city": "VERNON HILLS", "state": "IL", "zip": "60061", "phone": "7082154500"}}
As filed with the Securities and Exchange Commission on May 17, 1995
                                              Registration No. 33-_______
   ======================================================================
                     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.)

                         775 Corporate Woods Parkway
                        Vernon Hills, Illinois 60061
        (Address of principal executive offices, including zip code)

                          SCOTSMAN INDUSTRIES, INC.
                  NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                          (Full title of the plan)

                              Donald D. Holmes
                           Vice President-Finance
                          Scotsman Industries, Inc.
                         775 Corporate Woods Parkway
                        Vernon Hills, Illinois 60061
                   (Name and address of agent for service)

                               (708) 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
=====================================================================================================================
                                                            Proposed maximum      Proposed maximum       Amount of
                                           Amount to be      offering price      aggregate offering     registration
  Title of Securities to be Registered      registered        per share
price
fee
------------------------------------    -------------    ------------------    ------------------   ---------------
Common Stock, par value $.10 per
  share (including associated Common         100,000            $19.4375             $1,943,750           $670.26
  Stock Purchase Rights) 
=====================================================================================================================
Estimated on the basis  of $19.4375 per share, the average of the  high and low sales prices as  quoted on the
      New York Stock Exchange consolidated reporting system on May 11, 1995, pursuant to Rule 457(h) and 457(c).
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") are incorporated herein by
   reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended January 1, 1995;

        (b)  The Registrant's Quarterly Report on Form 10-Q for the
             quarterly period ended April 2, 1995; and

        (c)  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 and Amendment No. 4 on Form
             10/A, filed with the Commission on January 27, 1994.

             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 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

                                    - 2 -
(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
   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

                                    - 3 -
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.

   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;

                                    - 4 -
(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, or
   Form F-3 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
   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
   May 17, 1995.

                                      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 to execute in the name of each such person,
   and to file, any amendments to this registration statement that either
   of such attorneys will deem necessary or desirable to enable the
   Registrant 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 attached thereto) which amendments may make such
   changes in such registration statement as either of the above-named
   attorneys 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.

             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.

                                    - 6 -
Signature                        Title                          Date
    ---------                        -----                          ----
/s/ Richard C. Osborne           Chairman of the Board,         May 17, 1995
    ----------------------------     President, Chief Executive
    Richard C. Osborne               Officer and Director
                                     (Principal Executive Officer)

    /s/ Donald D. Holmes             Vice President -- Finance      May 17, 1995
    ----------------------------     (Principal Financial and
    Donald D. Holmes                 Accounting Officer)

    /s/ Donald C. Clark              Director                       May 17, 1995
    ----------------------------
    Donald C. Clark

    /s/ Frank W. Considine           Director                       May 17, 1995
    ----------------------------
    Frank W. Considine

    /s/ Timothy C. Collins           Director                       May 17, 1995
    ----------------------------
    Timothy C. Collins

    /s/ Matthew O. Diggs, Jr.        Director                       May 17, 1995
    ----------------------------
    Matthew O. Diggs, Jr.

    /s/ George D. Kennedy            Director                       May 17, 1995
    ----------------------------
    George D. Kennedy

    /s/ James J. O'Connor            Director                       May 17, 1995
    ----------------------------
    James J. O'Connor

    /s/ Robert G. Rettig             Director                       May 17, 1995
    ----------------------------
    Robert G. Rettig
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EXHIBIT INDEX

   Exhibit
   Number                   Description                          Page No.
   -------                  -----------                          --------

   4.1            Scotsman Industries, Inc. Non-Employee              9  
                  Directors Stock Option Plan

   4.2            Restated Certificate of Incorporation of
                  the Registrant (incorporated herein by
                  reference to the Registrant's 10-K for
                  the fiscal year ended December 31, 1989,
                  File No. 0-10182).

   4.3            By-Laws of the Registrant, as amended
                  (incorporated herein by reference to the
                  Registrant's 8-K, dated June 21, 1991,
                  File No. 0-10182).

   4.4            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 8-K, dated April 25, 1989,
                  File No. 0-10182), 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, File No. 0-10182).

   5              Opinion of Schiff Hardin & Waite.                  20  

   23.1           Consent of Arthur Andersen LLP                     21  

   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).  

                                  - 8 -