As filed with the Securities and Exchange Commission on August 3, 1995
                                                       Registration No. 33-_____


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


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


                        WELLS-GARDNER ELECTRONICS CORPORATION
                (Exact name of registrant as specified in its charter)


                   ILLINOIS                               36-1944630
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)


            2701 NORTH KILDARE AVENUE
                CHICAGO, ILLINOIS                            60639
     (Address of Principal Executive Offices)             (Zip Code)


                        WELLS-GARDNER ELECTRONICS CORPORATION
                      AMENDED AND RESTATED INCENTIVE STOCK PLAN
                               (Full title of the plan)

             RICHARD L. CONQUEST                        (312) 252-8220
           CHIEF FINANCIAL OFFICER,                   (Telephone number,
          VICE PRESIDENT OF FINANCE,                 including area code,
           TREASURER AND SECRETARY                   of agent for service)
          2701 NORTH KILDARE AVENUE
           CHICAGO, ILLINOIS  60639
   (Name and address of agent for service)



                        CALCULATION OF REGISTRATION FEE

                                    PROPOSED       PROPOSED 
        TITLE OF      AMOUNT TO     MAXIMUM        MAXIMUM       AMOUNT OF
      SECURITIES TO       BE        OFFERING       AGGREGATE    REGISTRATION
      BE REGISTERED   REGISTERED    PRICE PER      OFFERING         FEE
                         (1)        SHARE (2)      PRICE (2)

      Common Stock,    600,000       $5.875     $3,525,000.00   $1,215.52
      $1.00 par         shares
      value per
      share

     (1)         An undetermined number of additional shares may be issued if
                 the anti-dilution adjustment provisions of the plan become
                 operative.

     (2)         Estimated solely for purposes of calculating the amount of the
                 registration fee pursuant to Rule 457 of the Securities Act of
                 1933, based on the average of the high and low sales prices of
                 a share of Common Stock of the Registrant on the American
                 Stock Exchange on July 31, 1995.

     PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

               The registration statement on Form S-8, File No. 2-98137, which
     was heretofore filed by the registrant with the Securities and Exchange
     Commission on June 3, 1985 pursuant to the Securities Act of 1933, as
     amended, and the registration statement on Form S-8, Registration  No. 33-
     63920, which was heretofore filed by the registrant with the Securities and
     Exchange Commission on June 4, 1993, pursuant to the Securities Act of
     1933, as amended, are hereby incorporated by reference in this registration
     statement.

               All documents subsequently filed by the Company 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 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 part hereof from the date of filing of
     such documents (such documents, and the documents enumerated above, being
     hereinafter referred to as "Incorporated Documents").

               Any statement contained in an Incorporated Document 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 Incorporated Document modifies or supersedes such
     statement.  Any such statement so modified or superseded shall not be
     deemed, except as so modified or superseded, to constitute a part of this
     registration statement.


     ITEM 8.   EXHIBITS.   The following are filed as exhibits to this
     registration statement:

          Exhibit
          Number    Description of Exhibit

           5        Opinion of McDermott, Will & Emery.

          23.1      Consent of KPMG Peat Marwick LLP.

          23.2      Consent of McDermott, Will & Emery (included in its opinion
                    filed as Exhibit 5 to this registration statement).

          24        Power of Attorney (included with the signature page to this
                    registration statement).



                                      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 Chicago, Illinois on July 31, 1995.

                                WELLS-GARDNER ELECTRONICS CORPORATION


                                By:         /s/ Anthony Spier
                                              Anthony Spier
                                         Chairman of the Board,
                                  President and Chief Executive Officer

                                  POWER OF ATTORNEY

          KNOW  ALL  MEN BY  THESE PRESENTS,  that  each person  whose signature
     appears below hereby  constitutes and appoints Anthony Spier and Richard L.
     Conquest and each of them, 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  (including  post-effective  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, granting unto each such attorney-in-fact and agent,  full power
     and authority to do and perform such each and every act and thing requisite
     and necessary to  be done,  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 his substitute or substitutes, may
     lawfully do or cause to be done by virtue hereof.

               Pursuant  to the requirements of the Securities Act of 1933, this
     registration statement and the foregoing power of attorney have been signed
     on July 31, 1995, by the following persons in the capacities indicated:

               SIGNATURES                          TITLE


             /s/ ANTHONY SPIER          Chairman of the Board, President and
                Anthony Spier             Chief Executive Officer (Principal
                                          Executive Officer)


             /s/ RICHARD L. CONQUEST    Chief Financial Officer, Vice 
                Richard L. Conquest       President of Finance, Treasurer,
                                          Secretary and Director (Principal
                                          Financial Officer)


             /s/ ALBERT S. WELLS, JR.   Director
                Albert S. Wells, Jr.


             /s/ ALLAN GARDNER          Director
                Allan Gardner


             /s/ JOHN R. BLOUIN         Director
                John R. Blouin


             /s/ JAMES J. ROBERTS, JR.  Director
                James J. Roberts, Jr.


             /s/ WILLIAM L. DeNICOLO    Director
                William L. DeNicolo


             /s/ WAYNE HARRIS           Director
                Wayne Harris


                                    EXHIBIT INDEX


     EXHIBIT               DESCRIPTION OF EXHIBIT                          PAGE 
     NUMBER                                                               NUMBER

       5   Opinion of McDermott, Will & Emery.

      23.1 Consent of KPMG Peat Marwick LLP.

      23.2 Consent of McDermott,  Will &  Emery (included  in its  opinion
           filed as Exhibit 5 to this registration statement).

      24   Power of  Attorney (included  with the  signature page to  this
           registration statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8857}]
{"company-data": {"conformed-name": "WELLS GARDNER ELECTRONICS CORP", "cik": "0000105608", "assigned-sic": "3575", "irs-number": "361944630", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61535", "film-number": "95558632"}, "business-address": {"street1": "2701 N KILDARE AVE", "city": "CHICAGO", "state": "IL", "zip": "60639", "phone": "3122528220"}, "mail-address": {"street1": "2701 NORTH KILDARE AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60639"}}
As filed with the Securities and Exchange Commission on August 3, 1995
                                                       Registration No. 33-_____

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

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

                        WELLS-GARDNER ELECTRONICS CORPORATION
                (Exact name of registrant as specified in its charter)

                   ILLINOIS                               36-1944630
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

            2701 NORTH KILDARE AVENUE
                CHICAGO, ILLINOIS                            60639
     (Address of Principal Executive Offices)             (Zip Code)

                        WELLS-GARDNER ELECTRONICS CORPORATION
                      AMENDED AND RESTATED INCENTIVE STOCK PLAN
                               (Full title of the plan)

             RICHARD L. CONQUEST                        (312) 252-8220
           CHIEF FINANCIAL OFFICER,                   (Telephone number,
          VICE PRESIDENT OF FINANCE,                 including area code,
           TREASURER AND SECRETARY                   of agent for service)
          2701 NORTH KILDARE AVENUE
           CHICAGO, ILLINOIS  60639
   (Name and address of agent for service)

                        CALCULATION OF REGISTRATION FEE

                                    PROPOSED       PROPOSED 
        TITLE OF      AMOUNT TO     MAXIMUM        MAXIMUM       AMOUNT OF
      SECURITIES TO       BE        OFFERING       AGGREGATE    REGISTRATION
      BE REGISTERED   REGISTERED    PRICE PER      OFFERING         FEE
                         (1)        SHARE (2)      PRICE (2)

      Common Stock,    600,000       $5.875     $3,525,000.00   $1,215.52
      $1.00 par         shares
      value per
      share

     (1)         An undetermined number of additional shares may be issued if
                 the anti-dilution adjustment provisions of the plan become
                 operative.

     (2)         Estimated solely for purposes of calculating the amount of the
                 registration fee pursuant to Rule 457 of the Securities Act of
                 1933, based on the average of the high and low sales prices of
                 a share of Common Stock of the Registrant on the American
                 Stock Exchange on July 31, 1995.

     PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

               The registration statement on Form S-8, File No. 2-98137, which
     was heretofore filed by the registrant with the Securities and Exchange
     Commission on June 3, 1985 pursuant to the Securities Act of 1933, as
     amended, and the registration statement on Form S-8, Registration  No. 33-
     63920, which was heretofore filed by the registrant with the Securities and
     Exchange Commission on June 4, 1993, pursuant to the Securities Act of
     1933, as amended, are hereby incorporated by reference in this registration
     statement.

               All documents subsequently filed by the Company 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 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 part hereof from the date of filing of
     such documents (such documents, and the documents enumerated above, being
     hereinafter referred to as "Incorporated Documents").

               Any statement contained in an Incorporated Document 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 Incorporated Document modifies or supersedes such
     statement.  Any such statement so modified or superseded shall not be
     deemed, except as so modified or superseded, to constitute a part of this
     registration statement.

     ITEM 8.   EXHIBITS.   The following are filed as exhibits to this
     registration statement:

          Exhibit
          Number    Description of Exhibit

           5        Opinion of McDermott, Will & Emery.

          23.1      Consent of KPMG Peat Marwick LLP.

          23.2      Consent of McDermott, Will & Emery (included in its opinion
                    filed as Exhibit 5 to this registration statement).

          24        Power of Attorney (included with the signature page to this
                    registration statement).

                                      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 Chicago, Illinois on July 31, 1995.

                                WELLS-GARDNER ELECTRONICS CORPORATION

                                By:         /s/ Anthony Spier
                                              Anthony Spier
                                         Chairman of the Board,
                                  President and Chief Executive Officer

                                  POWER OF ATTORNEY

          KNOW  ALL  MEN BY  THESE PRESENTS,  that  each person  whose signature
     appears below hereby  constitutes and appoints Anthony Spier and Richard L.
     Conquest and each of them, 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  (including  post-effective  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, granting unto each such attorney-in-fact and agent,  full power
     and authority to do and perform such each and every act and thing requisite
     and necessary to  be done,  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 his substitute or substitutes, may
     lawfully do or cause to be done by virtue hereof.

               Pursuant  to the requirements of the Securities Act of 1933, this
     registration statement and the foregoing power of attorney have been signed
     on July 31, 1995, by the following persons in the capacities indicated:

               SIGNATURES                          TITLE

             /s/ ANTHONY SPIER          Chairman of the Board, President and
                Anthony Spier             Chief Executive Officer (Principal
                                          Executive Officer)

             /s/ RICHARD L. CONQUEST    Chief Financial Officer, Vice 
                Richard L. Conquest       President of Finance, Treasurer,
                                          Secretary and Director (Principal
                                          Financial Officer)

             /s/ ALBERT S. WELLS, JR.   Director
                Albert S. Wells, Jr.

             /s/ ALLAN GARDNER          Director
                Allan Gardner

             /s/ JOHN R. BLOUIN         Director
                John R. Blouin

             /s/ JAMES J. ROBERTS, JR.  Director
                James J. Roberts, Jr.

             /s/ WILLIAM L. DeNICOLO    Director
                William L. DeNicolo

             /s/ WAYNE HARRIS           Director
                Wayne Harris

                                    EXHIBIT INDEX

     EXHIBIT               DESCRIPTION OF EXHIBIT                          PAGE 
     NUMBER                                                               NUMBER

       5   Opinion of McDermott, Will & Emery.

      23.1 Consent of KPMG Peat Marwick LLP.

      23.2 Consent of McDermott,  Will &  Emery (included  in its  opinion
           filed as Exhibit 5 to this registration statement).

      24   Power of  Attorney (included  with the  signature page to  this
           registration statement).