As Filed With the Securities and Exchange Commission on April 11, 2003
                                                 Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

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

                               Servotronics, Inc.
             (Exact name of registrant as specified in its charter)


       Delaware                                           16-0837866
(State of Incorporation)                    (I.R.S. Employer Identification No.)


                                1110 Maple Street
                              Elma, New York 14059
                                 (716) 655-5990
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

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

         Servotronics, Inc. 1989 Employees Stock Option Plan, as amended
        Stock Option Agreement for William H. Duerig dated March 24, 1998
    Stock Option Agreement for Dr. Nicholas D. Trbovich dated March 24, 1998
        Stock Option Agreement for Donald W. Hedges dated March 24, 1998
               Servotronics, Inc. 2000 Employees Stock Option Plan
         Stock Option Agreement for William H. Duerig dated July 7, 2000
     Stock Option Agreement for Dr. Nicholas D. Trbovich dated July 7, 2000
         Stock Option Agreement for Donald W. Hedges dated July 7, 2000
             Servotronics, Inc. 2001 Long-Term Stock Incentive Plan

                            (Full title of the plans)
                                -----------------

                                  Lee D. Burns
                               Servotronics, Inc.
                                1110 Maple Street
                              Elma, New York 14059
                                 (716) 655-5990
    (Name, address, including zip code, and telephone number, including area
                           code of agent for service)
                                -----------------

                                   Copies to:
                            William I. Schapiro, Esq.
                        Jaeckle Fleischmann & Mugel, LLP
                             800 Fleet Bank Building
                              Twelve Fountain Plaza
                             Buffalo, New York 14202
                                 (716) 856-0600



<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

=====================================================================================================
<S>                    <C>                <C>                    <C>                  <C>
                                          Proposed                Proposed
     Title of          Amount to be        Maximum                 Maximum              Amount of
  Securities to be     Registered(1)    Offering Price Per    Aggregate Offering      Registration
    Registered                             Share                    Price                  Fee

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

Common
Stock, $.20 par
value per share        620,800 shares         (2)               $2,342,105(2)            $189.48
=====================================================================================================
</TABLE>
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     registration  statement also covers an  indeterminate  number of additional
     shares that may be offered and issued to prevent  dilution  resulting  from
     stock splits, stock dividends or similar transactions.

(2)  With  respect to the shares  registered  hereunder,  the  proposed  maximum
     offering  price per share  shall be  calculated  in  accordance  with Rules
     457(c) and 457(h)(1)  under the  Securities  Act of 1933,  as amended,  and
     shall be based on: (A) the exercise  price for certain  options as follows:
     (i) $8.50 with respect to 93,000 shares; (ii) $4.38 with respect to 125,000
     shares;  and (iii)  $3.8125  with  respect  to  101,200  shares and (B) the
     average of the high and low sales prices for the Company's  common stock as
     reported on the American  Stock  Exchange on April 10, 2003 with respect to
     301,600 shares.


================================================================================
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     In  accordance  with  the  Instructional  Note  to  Part I of  Form  S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration  Statement on Form
S-8 for offers of shares of common stock of Servotronics,  Inc.  pursuant to the
benefit plans  referred to herein.  The  documents  containing  the  information
required by Part I of the Registration Statement and required to be delivered to
employees  pursuant to Rule 428(b) under the Securities Act of 1933, as amended,
will be sent or given to the plan participants.

     Additionally,  participants in the Servotronics,  Inc. 1989 Employees Stock
Option Plan,  2000 Employees  Stock Option Plan,  2001 Long-Term Stock Incentive
Plan and the Stock Option  Agreements dated March 24, 1998 and July 7, 2000 with
Dr. Nicholas D. Trbovich,  William H. Duerig and Donald W. Hedges (collectively,
the "Plans") are entitled to the documents  incorporated  by reference in Item 3
of Part II of this Registration Statement,  without charge, upon written or oral
request.  Such requests  should be directed to  Servotronics,  Inc.;  Attention:
Secretary, 1110 Maple Street, Elma, New York 14059 (telephone: (716) 655-5990).


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

     Servotronics, Inc. (the "Registrant") hereby incorporates by reference into
this  Registration  Statement  the  following  documents  filed  by it with  the
Securities and Exchange Commission:

     *    Our Annual Report on Form 10-KSB,  for the fiscal year ended  December
          31, 2002.

     *    The  description  of our shares of common  stock,  $0.20 par value per
          share,  contained  in the  Registration  Statement  on Form 8-B  dated
          December 29, 1972, filed by the Registrant to register such securities
          under the Exchange Act, including all amendments and reports filed for
          the purpose of updating such  description  prior to the termination of
          the offering of the common stock offered hereby.

     In addition,  all documents filed by the Registrant  subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended,  and prior to the filing of a post-effective  amendment

<PAGE>
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this  Registration  Statement and to be part hereof from the date
of  filing  of  such  documents.   Any  statement   contained  in  any  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

     Not  applicable  (the Common Stock is  registered  under  Section 12 of the
Exchange Act).

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.            INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General  Corporation Law (the "DGCL"),  the law
of the state in which the Company is organized, empowers a corporation,  subject
to  certain  limitations,  to  indemnify  its  directors  and  officers  against
expenses,  including attorneys' fees, judgments,  fines and certain settlements,
actually and reasonably incurred by them in any suit or proceeding to which they
are parties as long as 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,  as long as they had no reasonable
cause to believe their conduct to be unlawful.

     The  DGCL  authorizes  corporations  to  limit or  eliminate  the  personal
liability of  directors to the  corporation  and its  stockholders  for monetary
damages in connection  with the breach of a director's  fiduciary  duty of care.
Although  the  DGCL  does not  change a  director's  duty of  care,  it  enables
corporations to limit available relief to equitable  remedies such as injunction
or rescission.  The Company's  certificate of incorporation limits the liability
of directors of the Company to its  stockholders to the fullest extent permitted
by the DGCL as in  effect  from  time to time.  Specifically,  directors  of the
Company  will not be  personally  liable for  monetary  damages  for breach of a
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Company or to its stockholders,  (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law,  (iii) under  Section 174 of the DGCL or (iv) for any
transaction from which the director derived any improper personal benefit.


<PAGE>

     The By-laws of the Company  provide that the Company  shall  indemnify  any
director or officer of the Company  against  expenses  (including  legal  fees),
judgments,  fines  and  amounts  paid in  settlement,  actually  and  reasonably
incurred by him,  to the fullest  extent now or  hereafter  permitted  by law in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative ("Claim"),  brought or
threatened to be brought  against him by reason of his performance as a director
or officer of the  Company,  its  parent or any of its  subsidiaries,  or in any
other capacity on behalf of the Company,  its parent or any of its subsidiaries.
The  Company's   By-laws  also  state  that  upon  receipt  of  an   appropriate
undertaking, the Company may pay expenses in advance of disposition of any Claim
and may also  purchase and maintain  insurance  on behalf of its  directors  and
officers.

     The By-laws further provide that the Board of Directors of the Company may,
by  resolution,  indemnify  any person  other than a director  or officer of the
Company for liabilities  incurred in connection with services rendered for or at
the request of the Company, its parent or any of its subsidiaries.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.           EXHIBITS.

     The  following  is a list of  exhibits  filed as part of this  Registration
Statement:

     4(a) Certificate  of  Incorporation  of  the  Registrant  (incorporated  by
          reference to Exhibit 3(A)(1) to the Registrant's 1996 Form 10-KSB).

     4(b) Amendments to Certificate of Incorporation  (incorporated by reference
          to Exhibit 3(A)(2) to the Registrant's 1996 Form 10-KSB).

     4(c) Amendments to Certificate of Incorporation  (incorporated by reference
          to Exhibit 3(A)(4) to the Registrant's 1998 Form 10-KSB).

     4(d) Servotronics, Inc. Shareholder Rights Plan dated as of August 26, 2002
          (incorporated  by reference to Exhibit 4 to the  Registrant's  Current
          Report on Form 8-K filed with the SEC on August 27, 2002).

     5    Opinion of Jaeckle Fleischmann & Mugel, LLP (filed herewith).

     23(a) Consent of PricewaterhouseCoopers LLP (filed herewith).

     23(b) Consent of Jaeckle Fleischmann & Mugel, LLP (included in Exhibit 5).


<PAGE>
     24.  Power of Attorney (included on signature page).

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:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

               (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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

               (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  (i)  and  (ii)  shall  not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  as amended,  that are  incorporated  by reference 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 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the

<PAGE>
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.

     (c) 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 foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the 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 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  Securities  Act and will be  governed by the final
adjudication of such issue.


                                   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 Elma, New York, on April 10, 2003.


                                   SERVOTRONICS, INC.


                                   By: /s/Lee D. Burns
                                        ---------------------------
                                          Lee D. Burns, Treasurer, Secretary and
                                          C.F.O.




<PAGE>
                                POWER OF ATTORNEY


     Each person whose signature  appears below hereby  constitutes and appoints
each of Dr.  Nicholas  D.  Trbovich  and  Lee D.  Burns,  his  true  and  lawful
attorney-in-fact and agent, each with full power of substitution and revocation,
for him and in his name,  place,  and stead, in any and all capacities,  to sign
any and all amendments to this Registration Statement, and to file the same with
all exhibits  thereto,  and other  documents in  connection  therewith  with the
Securities  and  Exchange  Commission  (including  post-effective   amendments),
granting unto said  attorney-in-fact  and agent,  full power and authority to do
and perform  each such and every act and thing  requisite  and  necessary  to be
done,  such person as fully to all intents and  purposes as such person might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent, or their substitute or substitutes,  may lawfully do
or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement and the foregoing Powers of Attorney have been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME                                                    TITLE                        DATE
----                                                    -----                        ----
<S>                                         <C>                                  <C>
/s/ Dr. Nicholas D. Trbovich                President, C.E.O. and               April 10, 2003
------------------------------              Chairman of the Board
Dr. Nicholas D. Trbovich

/s/ Lee D. Burns                            Treasurer, C.F.O. and C.A.O.        April 10, 2003
-------------------------------------
Lee D. Burns

/s/ Donald W. Hedges                        Director                            April 10, 2003
--------------------------------
Donald W. Hedges

/s/ William H. Duerig                       Director                            April 10, 2003
----------------------------------
William H. Duerig

/s/ Nicholas D. Trbovich, Jr.               Director                            April 10, 2003
-------------------------------
Nicholas D. Trbovich, Jr.
</TABLE>
<PAGE>
                                  EXHIBIT INDEX


Exhibit Number    Description
--------------    -----------

     4(a)           Certificate of Incorporation of the Registrant (incorporated
                    by reference  to Exhibit  3(A)(1) to the  Registrant's  1996
                    Form 10-KSB).

     4(b)           Amendments to Certificate of Incorporation  (incorporated by
                    reference to Exhibit 3(A)(2) to the  Registrant's  1996 Form
                    10-KSB).

     4(c)           Amendments to Certificate of Incorporation  (incorporated by
                    reference to Exhibit 3(A)(4) to the  Registrant's  1998 Form
                    10-KSB).

     4(d)           Servotronics,  Inc.  Shareholder  Rights  Plan  dated  as of
                    August 26, 2002  (incorporated  by reference to Exhibit 4 to
                    the  Registrant's  Current Report on Form 8-K filed with the
                    SEC on August 27, 2002).

     5              Opinion  of  Jaeckle   Fleischmann   &  Mugel,   LLP  (filed
                    herewith).

     23(a)          Consent of PricewaterhouseCoopers LLP (filed herewith).

     23(b)          Consent of Jaeckle  Fleischmann  & Mugel,  LLP  (included in
                    Exhibit 5).

     24             Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "formseight.txt", "secsgml_size_bytes": 21686}]
{"company-data": {"conformed-name": "SERVOTRONICS INC /DE/", "cik": "0000089140", "assigned-sic": "3420", "irs-number": "160837866", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104464", "film-number": "03646953"}, "business-address": {"street1": "1110 MAPLE ST", "city": "ELMA", "state": "NY", "zip": "14059", "phone": "7166335990"}, "mail-address": {"street1": "P O BOX 300", "street2": "ELMA", "state": "NY", "zip": "14059-0300"}}
As Filed With the Securities and Exchange Commission on April 11, 2003
                                                 Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

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

                               Servotronics, Inc.
             (Exact name of registrant as specified in its charter)

       Delaware                                           16-0837866
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                1110 Maple Street
                              Elma, New York 14059
                                 (716) 655-5990
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

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

         Servotronics, Inc. 1989 Employees Stock Option Plan, as amended
        Stock Option Agreement for William H. Duerig dated March 24, 1998
    Stock Option Agreement for Dr. Nicholas D. Trbovich dated March 24, 1998
        Stock Option Agreement for Donald W. Hedges dated March 24, 1998
               Servotronics, Inc. 2000 Employees Stock Option Plan
         Stock Option Agreement for William H. Duerig dated July 7, 2000
     Stock Option Agreement for Dr. Nicholas D. Trbovich dated July 7, 2000
         Stock Option Agreement for Donald W. Hedges dated July 7, 2000
             Servotronics, Inc. 2001 Long-Term Stock Incentive Plan

                            (Full title of the plans)
                                -----------------

                                  Lee D. Burns
                               Servotronics, Inc.
                                1110 Maple Street
                              Elma, New York 14059
                                 (716) 655-5990
    (Name, address, including zip code, and telephone number, including area
                           code of agent for service)
                                -----------------

                                   Copies to:
                            William I. Schapiro, Esq.
                        Jaeckle Fleischmann & Mugel, LLP
                             800 Fleet Bank Building
                              Twelve Fountain Plaza
                             Buffalo, New York 14202
                                 (716) 856-0600
CALCULATION OF REGISTRATION FEE

=====================================================================================================
Proposed                Proposed
     Title of          Amount to be        Maximum                 Maximum              Amount of
  Securities to be     Registered(1)    Offering Price Per    Aggregate Offering      Registration
    Registered                             Share                    Price                  Fee

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

Common
Stock, $.20 par
value per share        620,800 shares         (2)               $2,342,105(2)            $189.48
=====================================================================================================
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     registration  statement also covers an  indeterminate  number of additional
     shares that may be offered and issued to prevent  dilution  resulting  from
     stock splits, stock dividends or similar transactions.

(2)  With  respect to the shares  registered  hereunder,  the  proposed  maximum
     offering  price per share  shall be  calculated  in  accordance  with Rules
     457(c) and 457(h)(1)  under the  Securities  Act of 1933,  as amended,  and
     shall be based on: (A) the exercise  price for certain  options as follows:
     (i) $8.50 with respect to 93,000 shares; (ii) $4.38 with respect to 125,000
     shares;  and (iii)  $3.8125  with  respect  to  101,200  shares and (B) the
     average of the high and low sales prices for the Company's  common stock as
     reported on the American  Stock  Exchange on April 10, 2003 with respect to
     301,600 shares.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In  accordance  with  the  Instructional  Note  to  Part I of  Form  S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration  Statement on Form
S-8 for offers of shares of common stock of Servotronics,  Inc.  pursuant to the
benefit plans  referred to herein.  The  documents  containing  the  information
required by Part I of the Registration Statement and required to be delivered to
employees  pursuant to Rule 428(b) under the Securities Act of 1933, as amended,
will be sent or given to the plan participants.

     Additionally,  participants in the Servotronics,  Inc. 1989 Employees Stock
Option Plan,  2000 Employees  Stock Option Plan,  2001 Long-Term Stock Incentive
Plan and the Stock Option  Agreements dated March 24, 1998 and July 7, 2000 with
Dr. Nicholas D. Trbovich,  William H. Duerig and Donald W. Hedges (collectively,
the "Plans") are entitled to the documents  incorporated  by reference in Item 3
of Part II of this Registration Statement,  without charge, upon written or oral
request.  Such requests  should be directed to  Servotronics,  Inc.;  Attention:
Secretary, 1110 Maple Street, Elma, New York 14059 (telephone: (716) 655-5990).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

     Servotronics, Inc. (the "Registrant") hereby incorporates by reference into
this  Registration  Statement  the  following  documents  filed  by it with  the
Securities and Exchange Commission:

     *    Our Annual Report on Form 10-KSB,  for the fiscal year ended  December
          31, 2002.

     *    The  description  of our shares of common  stock,  $0.20 par value per
          share,  contained  in the  Registration  Statement  on Form 8-B  dated
          December 29, 1972, filed by the Registrant to register such securities
          under the Exchange Act, including all amendments and reports filed for
          the purpose of updating such  description  prior to the termination of
          the offering of the common stock offered hereby.

     In addition,  all documents filed by the Registrant  subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended,  and prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this  Registration  Statement and to be part hereof from the date
of  filing  of  such  documents.   Any  statement   contained  in  any  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

     Not  applicable  (the Common Stock is  registered  under  Section 12 of the
Exchange Act).

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.            INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General  Corporation Law (the "DGCL"),  the law
of the state in which the Company is organized, empowers a corporation,  subject
to  certain  limitations,  to  indemnify  its  directors  and  officers  against
expenses,  including attorneys' fees, judgments,  fines and certain settlements,
actually and reasonably incurred by them in any suit or proceeding to which they
are parties as long as 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,  as long as they had no reasonable
cause to believe their conduct to be unlawful.

     The  DGCL  authorizes  corporations  to  limit or  eliminate  the  personal
liability of  directors to the  corporation  and its  stockholders  for monetary
damages in connection  with the breach of a director's  fiduciary  duty of care.
Although  the  DGCL  does not  change a  director's  duty of  care,  it  enables
corporations to limit available relief to equitable  remedies such as injunction
or rescission.  The Company's  certificate of incorporation limits the liability
of directors of the Company to its  stockholders to the fullest extent permitted
by the DGCL as in  effect  from  time to time.  Specifically,  directors  of the
Company  will not be  personally  liable for  monetary  damages  for breach of a
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Company or to its stockholders,  (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law,  (iii) under  Section 174 of the DGCL or (iv) for any
transaction from which the director derived any improper personal benefit.
The By-laws of the Company  provide that the Company  shall  indemnify  any
director or officer of the Company  against  expenses  (including  legal  fees),
judgments,  fines  and  amounts  paid in  settlement,  actually  and  reasonably
incurred by him,  to the fullest  extent now or  hereafter  permitted  by law in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative ("Claim"),  brought or
threatened to be brought  against him by reason of his performance as a director
or officer of the  Company,  its  parent or any of its  subsidiaries,  or in any
other capacity on behalf of the Company,  its parent or any of its subsidiaries.
The  Company's   By-laws  also  state  that  upon  receipt  of  an   appropriate
undertaking, the Company may pay expenses in advance of disposition of any Claim
and may also  purchase and maintain  insurance  on behalf of its  directors  and
officers.

     The By-laws further provide that the Board of Directors of the Company may,
by  resolution,  indemnify  any person  other than a director  or officer of the
Company for liabilities  incurred in connection with services rendered for or at
the request of the Company, its parent or any of its subsidiaries.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.           EXHIBITS.

     The  following  is a list of  exhibits  filed as part of this  Registration
Statement:

     4(a) Certificate  of  Incorporation  of  the  Registrant  (incorporated  by
          reference to Exhibit 3(A)(1) to the Registrant's 1996 Form 10-KSB).

     4(b) Amendments to Certificate of Incorporation  (incorporated by reference
          to Exhibit 3(A)(2) to the Registrant's 1996 Form 10-KSB).

     4(c) Amendments to Certificate of Incorporation  (incorporated by reference
          to Exhibit 3(A)(4) to the Registrant's 1998 Form 10-KSB).

     4(d) Servotronics, Inc. Shareholder Rights Plan dated as of August 26, 2002
          (incorporated  by reference to Exhibit 4 to the  Registrant's  Current
          Report on Form 8-K filed with the SEC on August 27, 2002).

     5    Opinion of Jaeckle Fleischmann & Mugel, LLP (filed herewith).

     23(a) Consent of PricewaterhouseCoopers LLP (filed herewith).

     23(b) Consent of Jaeckle Fleischmann & Mugel, LLP (included in Exhibit 5).
24.  Power of Attorney (included on signature page).

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:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

               (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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

               (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  (i)  and  (ii)  shall  not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  as amended,  that are  incorporated  by reference 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 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,  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.

     (c) 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 foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the 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 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   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 Elma, New York, on April 10, 2003.

                                   SERVOTRONICS, INC.

                                   By: /s/Lee D. Burns
                                        ---------------------------
                                          Lee D. Burns, Treasurer, Secretary and
                                          C.F.O.
POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
each of Dr.  Nicholas  D.  Trbovich  and  Lee D.  Burns,  his  true  and  lawful
attorney-in-fact and agent, each with full power of substitution and revocation,
for him and in his name,  place,  and stead, in any and all capacities,  to sign
any and all amendments to this Registration Statement, and to file the same with
all exhibits  thereto,  and other  documents in  connection  therewith  with the
Securities  and  Exchange  Commission  (including  post-effective   amendments),
granting unto said  attorney-in-fact  and agent,  full power and authority to do
and perform  each such and every act and thing  requisite  and  necessary  to be
done,  such person as fully to all intents and  purposes as such person might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent, or their substitute or substitutes,  may lawfully do
or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement and the foregoing Powers of Attorney have been signed by
the following persons in the capacities and on the dates indicated.
NAME                                                    TITLE                        DATE
----                                                    -----                        ----
/s/ Dr. Nicholas D. Trbovich                President, C.E.O. and               April 10, 2003
------------------------------              Chairman of the Board
Dr. Nicholas D. Trbovich

/s/ Lee D. Burns                            Treasurer, C.F.O. and C.A.O.        April 10, 2003
-------------------------------------
Lee D. Burns

/s/ Donald W. Hedges                        Director                            April 10, 2003
--------------------------------
Donald W. Hedges

/s/ William H. Duerig                       Director                            April 10, 2003
----------------------------------
William H. Duerig

/s/ Nicholas D. Trbovich, Jr.               Director                            April 10, 2003
-------------------------------
Nicholas D. Trbovich, Jr.
EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

     4(a)           Certificate of Incorporation of the Registrant (incorporated
                    by reference  to Exhibit  3(A)(1) to the  Registrant's  1996
                    Form 10-KSB).

     4(b)           Amendments to Certificate of Incorporation  (incorporated by
                    reference to Exhibit 3(A)(2) to the  Registrant's  1996 Form
                    10-KSB).

     4(c)           Amendments to Certificate of Incorporation  (incorporated by
                    reference to Exhibit 3(A)(4) to the  Registrant's  1998 Form
                    10-KSB).

     4(d)           Servotronics,  Inc.  Shareholder  Rights  Plan  dated  as of
                    August 26, 2002  (incorporated  by reference to Exhibit 4 to
                    the  Registrant's  Current Report on Form 8-K filed with the
                    SEC on August 27, 2002).

     5              Opinion  of  Jaeckle   Fleischmann   &  Mugel,   LLP  (filed
                    herewith).

     23(a)          Consent of PricewaterhouseCoopers LLP (filed herewith).

     23(b)          Consent of Jaeckle  Fleischmann  & Mugel,  LLP  (included in
                    Exhibit 5).

     24             Power of Attorney (included on signature page).