Registration No. 333-______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                             Hein-Werner Corporation
             (Exact name of registrant as specified in its charter)

              Wisconsin                              39-0340430
      (State or other jurisdiction                 (I.R.S. Employer 
    of incorporation or organization)              Identification No.)

            2120 Pewaukee Road
            Waukesha, Wisconsin                          53188-2404
    (Address of principal executive offices)             (Zip Code)


                Hein-Werner Retirement and Savings Plan and Trust
                            (Full title of the plan)

            Joseph L. Dindorf                            Copy to:
     President and Chief Executive Officer          Maurice J. McSweeney
          Hein-Werner Corporation                      Foley & Lardner
           2120 Pewaukee Road                     777 East Wisconsin Avenue
        Waukesha, Wisconsin  53188                Milwaukee, Wisconsin 53202
             (414) 542-6611                            (414) 271-2400
      (Name, address and telephone number, 
      including area code, of agent for service)

                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                      Proposed     Proposed
                                       Maximum      Maximum
        Title of          Amount      Offering     Aggregate     Amount of
    Securities to be      to be         Price      Offering     Registration
       Registered     Registered(1)   Per Share      Price          Fee
    ------------------------------------------------------------------------
    Common Stock,
    $1.00 par value,
    with attached        100,000
    Common Stock        shares and
    Purchase Rights       rights     $7.375 (2)  $737,500 (2)     $217.57
    ------------------------------------------------------------------------
    (1) Each share of Hein-Werner Corporation Common Stock issued will have
        attached thereto one Common Stock Purchase Right.

    (2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act
        of 1933 solely for the purpose of calculating the registration fee
        based on the average of the high and low prices for Hein-Werner
        Corporation Common Stock on the American Stock Exchange on March
        23, 1998.  The value attributable to the Common Stock Purchase
        Rights is reflected in the price of the Common Stock.
                        _________________________________

          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 employee benefit plan
   described herein.

   <PAGE>
                                     PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in
   Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

          The following documents filed by Hein-Werner Corporation (the
   "Company") or the Hein-Werner Retirement and Savings Plan and Trust (the
   "Plan") with the Commission are hereby incorporated herein by reference:

          1.   The Company's Annual Report on Form 10-K for the fiscal year
   ended December 31, 1996, filed on March 25, 1997.

          2.   The Company's Quarterly Reports on Form 10-Q for the quarters
   ended March 29, June 28 and September 27, 1997, filed on May 13, August 12
   and November 12, 1997, respectively.

          3.   The Company's Current Reports on Form 8-K dated April 9, May
   29 and August 28, 1997.

          4.   The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, dated July 31,
   1978, including any amendment or report filed for the purpose of updating
   such description.

          5.   The description of the Company's Common Stock Purchase Rights
   contained in Item 1 of the Company's Registration Statement on Form 8-A,
   dated May 19, 1989, including any amendment or report filed for the
   purpose of updating such description.

               All documents subsequently filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement which indicates that all
   securities offered hereby have been sold or which deregisters all
   securities then remaining unsold shall be deemed to be incorporated by
   reference in this Registration Statement and to be 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.

          Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his or her
   duties to the Company and such breach or failure constituted:  (a) a
   willful failure to deal fairly with the Company or its shareowners in
   connection with a matter in which the director or officer had a material
   conflict of interest; (b) a violation of the criminal law unless the
   director or officer had reasonable cause to believe his or her conduct was
   lawful or had no reasonable cause to believe his or her conduct was
   unlawful; (c) a transaction from which the director or officer derived an
   improper personal profit; or (d) willful misconduct.  It should be noted
   that the Wisconsin Business Corporation Law specifically states that it is
   the public policy of Wisconsin to require or permit indemnification in
   connection with a proceeding involving securities regulation, as described
   therein, to the extent required or permitted as described above. 
   Additionally, under the Wisconsin Business Corporation Law, directors of
   the Company are not subject to personal liability to the Company, its
   shareowners or any person asserting rights on behalf thereof for certain
   breaches or failures to perform any duty resulting solely from their
   status as directors except in circumstances paralleling those in
   subparagraphs (a) through (d) outlined above.

          The indemnification provided by the Wisconsin Business Corporation
   Law and the Company's By-laws 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 under which an
   officer or director may be required to bear the economic burden of the
   foregoing liabilities and expenses.

          The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

   Item 7.  Exemption from Registration Claimed.

          Not applicable.

   Item 8.  Exhibits.

          The following exhibits have been filed as part of this Registration
   Statement:

   Exhibit No.                Exhibit

   (4)         Hein-Werner Retirement and Savings Plan and Trust, as amended
               to date

   (5)         Opinion of Foley & Lardner

   (23.1)      Consent of KPMG Peat Marwick LLP

   (23.2)      Consent of Foley & Lardner (contained in Exhibit (5) hereto)

          The undersigned Registrant hereby undertakes to submit the Plan, as
   amended, to the Internal Revenue Service ("IRS") in a timely manner and
   will make all changes required by the IRS in order to continue the
   qualification of the Plan under Section 401 of the Internal Revenue Code
   of 1986, as amended.

   Item 9.  Undertakings.

          (a)  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 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 of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

          (b)  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 this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant in
   the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.

   <PAGE>
                                   SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act
   of 1933, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Waukesha, State
   of Wisconsin, on this 25th day of March, 1998.

                              HEIN-WERNER CORPORATION

                              By: /s/ Joseph L. Dindorf           
                                  Joseph L. Dindorf
                                  President and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.

     Signatures                      Title                  Date

    /s/ J.L. Dindorf       President, Chief Executive
    J.L. Dindorf              Officer and Director
                              (Principal Executive     March 25, 1998
                                    Officer)

    /s/ M.L. Kielich         Corporate Controller,
    M.L. Kielich            Assistant Treasurer and
                              Assistant Secretary
                            (Principal Financial and   March 25, 1998
                              Accounting Officer)             

    /s/ D.J. Schuetz     
    D.J. Schuetz                    Director           March 25, 1998

    /s/ J.S. Jones       
    J.S. Jones                      Director           March 25, 1998

    /s/ M.J. McSweeney   
    M.J. McSweeney                  Director           March 25, 1998

    O.A. Friend                     Director           March 25, 1998

    /s/ D.L. Krause      
    D.L. Krause                     Director           March 25, 1998

          The Plan.  Pursuant to the requirements of the Securities Act of
   1933, the Administrative Committee of Hein-Werner Corporation, which
   administers the Plan, has duly caused this Registration Statement to be
   signed on its behalf by the undersigned, thereunto duly authorized, in the
   City of Waukesha and State of Wisconsin, on this 25th day of March, 1998.

                         HEIN-WERNER RETIREMENT AND 
                         SAVINGS PLAN AND TRUST

                         /s/ J.L. Dindorf                                    
                         J.L. Dindorf
 
                         /s/ M.J. Koons                                      
                         M.J. Koons

                         /s/ M.L. Kielich                                    
                         M.L. Kielich

                         The foregoing persons are all of the members of the
                         Administrative Committee of Hein-Werner Corporation
                         which is the current administrator of the Hein-
                         Werner Retirement and Savings Plan and Trust

   <PAGE>
                                  EXHIBIT INDEX

   Exhibit No.      Exhibit

   (4)              Hein-Werner Retirement and Savings Plan and Trust, as
                    amended to date

   (5)              Opinion of Foley & Lardner

   (23.1)           Consent of KPMG Peat Marwick LLP

   (23.2)           Consent of Foley & Lardner (contained in Exhibit (5)
                    hereto)
[{"type": "S-8", "sequence": "1", "description": "HEIN-WERNER CORPORATION FORM S-8", "secsgml_size_bytes": 15498}]
{"company-data": {"conformed-name": "HEIN WERNER CORP", "cik": "0000046613", "assigned-sic": "3559", "irs-number": "390340430", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48633", "film-number": "98573187"}, "business-address": {"street1": "2120 N PEWAUKEE RD", "street2": "PO BOX 1606", "city": "WAUKESHA", "state": "WI", "zip": "53188-2404", "phone": "4145426611"}, "mail-address": {"street1": "2120 N PEWWAUKEE ROAD", "street2": "PO BOX 1606", "city": "WAUKESHA", "state": "WI", "zip": "53188-2404"}}
Registration No. 333-______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                             Hein-Werner Corporation
             (Exact name of registrant as specified in its charter)

              Wisconsin                              39-0340430
      (State or other jurisdiction                 (I.R.S. Employer 
    of incorporation or organization)              Identification No.)

            2120 Pewaukee Road
            Waukesha, Wisconsin                          53188-2404
    (Address of principal executive offices)             (Zip Code)

                Hein-Werner Retirement and Savings Plan and Trust
                            (Full title of the plan)

            Joseph L. Dindorf                            Copy to:
     President and Chief Executive Officer          Maurice J. McSweeney
          Hein-Werner Corporation                      Foley & Lardner
           2120 Pewaukee Road                     777 East Wisconsin Avenue
        Waukesha, Wisconsin  53188                Milwaukee, Wisconsin 53202
             (414) 542-6611                            (414) 271-2400
      (Name, address and telephone number, 
      including area code, of agent for service)

                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                      Proposed     Proposed
                                       Maximum      Maximum
        Title of          Amount      Offering     Aggregate     Amount of
    Securities to be      to be         Price      Offering     Registration
       Registered     Registered(1)   Per Share      Price          Fee
    ------------------------------------------------------------------------
    Common Stock,
    $1.00 par value,
    with attached        100,000
    Common Stock        shares and
    Purchase Rights       rights     $7.375 (2)  $737,500 (2)     $217.57
    ------------------------------------------------------------------------
    (1) Each share of Hein-Werner Corporation Common Stock issued will have
        attached thereto one Common Stock Purchase Right.

    (2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act
        of 1933 solely for the purpose of calculating the registration fee
        based on the average of the high and low prices for Hein-Werner
        Corporation Common Stock on the American Stock Exchange on March
        23, 1998.  The value attributable to the Common Stock Purchase
        Rights is reflected in the price of the Common Stock.
                        _________________________________

          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 employee benefit plan
   described herein.
PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in
   Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

          The following documents filed by Hein-Werner Corporation (the
   "Company") or the Hein-Werner Retirement and Savings Plan and Trust (the
   "Plan") with the Commission are hereby incorporated herein by reference:

          1.   The Company's Annual Report on Form 10-K for the fiscal year
   ended December 31, 1996, filed on March 25, 1997.

          2.   The Company's Quarterly Reports on Form 10-Q for the quarters
   ended March 29, June 28 and September 27, 1997, filed on May 13, August 12
   and November 12, 1997, respectively.

          3.   The Company's Current Reports on Form 8-K dated April 9, May
   29 and August 28, 1997.

          4.   The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, dated July 31,
   1978, including any amendment or report filed for the purpose of updating
   such description.

          5.   The description of the Company's Common Stock Purchase Rights
   contained in Item 1 of the Company's Registration Statement on Form 8-A,
   dated May 19, 1989, including any amendment or report filed for the
   purpose of updating such description.

               All documents subsequently filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement which indicates that all
   securities offered hereby have been sold or which deregisters all
   securities then remaining unsold shall be deemed to be incorporated by
   reference in this Registration Statement and to be 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.

          Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his or her
   duties to the Company and such breach or failure constituted:  (a) a
   willful failure to deal fairly with the Company or its shareowners in
   connection with a matter in which the director or officer had a material
   conflict of interest; (b) a violation of the criminal law unless the
   director or officer had reasonable cause to believe his or her conduct was
   lawful or had no reasonable cause to believe his or her conduct was
   unlawful; (c) a transaction from which the director or officer derived an
   improper personal profit; or (d) willful misconduct.  It should be noted
   that the Wisconsin Business Corporation Law specifically states that it is
   the public policy of Wisconsin to require or permit indemnification in
   connection with a proceeding involving securities regulation, as described
   therein, to the extent required or permitted as described above. 
   Additionally, under the Wisconsin Business Corporation Law, directors of
   the Company are not subject to personal liability to the Company, its
   shareowners or any person asserting rights on behalf thereof for certain
   breaches or failures to perform any duty resulting solely from their
   status as directors except in circumstances paralleling those in
   subparagraphs (a) through (d) outlined above.

          The indemnification provided by the Wisconsin Business Corporation
   Law and the Company's By-laws 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 under which an
   officer or director may be required to bear the economic burden of the
   foregoing liabilities and expenses.

          The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

   Item 7.  Exemption from Registration Claimed.

          Not applicable.

   Item 8.  Exhibits.

          The following exhibits have been filed as part of this Registration
   Statement:

   Exhibit No.                Exhibit

   (4)         Hein-Werner Retirement and Savings Plan and Trust, as amended
               to date

   (5)         Opinion of Foley & Lardner

   (23.1)      Consent of KPMG Peat Marwick LLP

   (23.2)      Consent of Foley & Lardner (contained in Exhibit (5) hereto)

          The undersigned Registrant hereby undertakes to submit the Plan, as
   amended, to the Internal Revenue Service ("IRS") in a timely manner and
   will make all changes required by the IRS in order to continue the
   qualification of the Plan under Section 401 of the Internal Revenue Code
   of 1986, as amended.

   Item 9.  Undertakings.

          (a)  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 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 of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

          (b)  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 this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant in
   the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.
SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act
   of 1933, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Waukesha, State
   of Wisconsin, on this 25th day of March, 1998.

                              HEIN-WERNER CORPORATION

                              By: /s/ Joseph L. Dindorf           
                                  Joseph L. Dindorf
                                  President and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.

     Signatures                      Title                  Date

    /s/ J.L. Dindorf       President, Chief Executive
    J.L. Dindorf              Officer and Director
                              (Principal Executive     March 25, 1998
                                    Officer)

    /s/ M.L. Kielich         Corporate Controller,
    M.L. Kielich            Assistant Treasurer and
                              Assistant Secretary
                            (Principal Financial and   March 25, 1998
                              Accounting Officer)             

    /s/ D.J. Schuetz     
    D.J. Schuetz                    Director           March 25, 1998

    /s/ J.S. Jones       
    J.S. Jones                      Director           March 25, 1998

    /s/ M.J. McSweeney   
    M.J. McSweeney                  Director           March 25, 1998

    O.A. Friend                     Director           March 25, 1998

    /s/ D.L. Krause      
    D.L. Krause                     Director           March 25, 1998

          The Plan.  Pursuant to the requirements of the Securities Act of
   1933, the Administrative Committee of Hein-Werner Corporation, which
   administers the Plan, has duly caused this Registration Statement to be
   signed on its behalf by the undersigned, thereunto duly authorized, in the
   City of Waukesha and State of Wisconsin, on this 25th day of March, 1998.

                         HEIN-WERNER RETIREMENT AND 
                         SAVINGS PLAN AND TRUST

                         /s/ J.L. Dindorf                                    
                         J.L. Dindorf
 
                         /s/ M.J. Koons                                      
                         M.J. Koons

                         /s/ M.L. Kielich                                    
                         M.L. Kielich

                         The foregoing persons are all of the members of the
                         Administrative Committee of Hein-Werner Corporation
                         which is the current administrator of the Hein-
                         Werner Retirement and Savings Plan and Trust
EXHIBIT INDEX

   Exhibit No.      Exhibit

   (4)              Hein-Werner Retirement and Savings Plan and Trust, as
                    amended to date

   (5)              Opinion of Foley & Lardner

   (23.1)           Consent of KPMG Peat Marwick LLP

   (23.2)           Consent of Foley & Lardner (contained in Exhibit (5)
                    hereto)