Registration No. 33-             
           
                        SECURITIES AND EXCHANGE COMMISSION 
                              Washington, D.C. 20549 
           
                                     Form S-8 
           
                              REGISTRATION STATEMENT 
                                       Under
                             The Securities Act of 1933 
                                                    
           
                            Deflecta-Shield Corporation 
              (Exact name of registrant as specified in its charter) 
           
                       Delaware                     42-1411117 
               (State of incorporation)          (I.R.S. Employer 
                                                Identification No.) 
           
                 1800 N. Ninth Street           
                     Indianola, Iowa                       50125      
            (Address of Principal Executive Offices)     (Zip Code) 
                                                    
           
                     Deflecta-Shield Corporation Stock Program 
                             (Full title of the plan) 
                                                    
                               Russell E. Stubbings 
                       President and Chief Executive Officer 
                            Deflecta-Shield Corporation 
                               1800 N. Ninth Street 
                               Indianola, Iowa 50125 
                      (Name and address of agent for service) 
                                                     
           
                                  (515) 961-6100
             (Telephone number, including area code, of agent for service) 
                                                    
           
                                    Copies to: 
           
                                John E. Lowe, Esq. 
                                 Altheimer & Gray 
                               10 South Wacker Drive 
                                    Suite 4000
                               Chicago, Illinois 60606 
                                  (312) 715-4000 
                                                    





           
           
                        Calculation of Registration Fee 
             Title of securities   Amount to be  Proposed maximum 
             to be registered      registered    offering price 
                                                 per share (1)  
           
             Common Stock,         250,000       $5.8125 
             $.01 par value        Shares 
           
           
           
                    Calculation of Registration Fee 
           
             Proposed maximum         Amount of
             aggregate                registration 
             offering price (1)       fee (1) 
           
             $1,453,125.00            $502.00 
           
             (1) Estimated solely for purposes of calculating registration
             fee based upon the average high and low prices reported for 
             such shares on the NASDAQ National Market System on June 5,
             1996 pursuant to Rule 457(h).   
           
           
           
           
<PAGE>
           
                           DEFLECTA-SHIELD STOCK PROGRAM 
           
                                      PART II 
           
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
           
           
            Item 3.   Incorporation of Documents by Reference 
           
                 The information listed below, which has been filed 
            by Deflecta-Shield Corporation ("Company") with the 
            Securities and Exchange Commission ("Commission"), is 
            specifically incorporated herein by reference: 
           
                 (1)  The Company's Annual Report on Form 10-K filed 
                      pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934, as amended 
                      ("Exchange Act") which contains financial 
                      statements of the Company for its fiscal year 
                      ended December 31, 1995; 
           
                 (2)  All other reports filed by the Company pursuant 
                      to Section 13(a) or 15(d) of the Exchange Act 
                      since December 31, 1995; and 
           
                 (3)  The description of common stock which is 
                      contained in the Company's Registration 
                      Statement on Form 8-A (File No. 0-23238) under 
                      the Exchange Act, declared effective January 
                      21, 1994, including any amendment or report 
                      filed for purposes of updating such description. 
           
                 All documents filed by the Company pursuant to 
            Section 13(a), 13(c), 14 and 15(d) of the Exchange Act 
            after the date hereof, and prior to the filing of a post- 
            effective amendment, which indicates that all securities 
            offered hereby have been sold, or which deregisters all 
            securities then remaining unsold, shall be deemed to be 
            incorporated by reference herein and to be a part hereof 
            from the date of filing such documents. 
           
                 Any statement contained in a document incorporated 
            by reference herein shall be deemed to be modified or 
            superseded for purposes hereof 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 to constitute a part hereof except as 
            so modified or superseded. 
           
            Item 4.   Description of Company's Common Stock 
           
                 The Company's common stock is registered under 
            Section 12 of the Exchange Act. 
           
            Item 6.   Indemnification of Directors and Officers 
           
                 Section 145 of Delaware General Corporation Law 
            ("Section 145") empowers a Delaware corporation to 
            indemnify its officers, directors, employees and certain 
            other persons to the extent and under the circumstances 
            set forth therein.  


                                       II-1  


<PAGE>
           
                 Article TENTH of the Certificate of Incorporation of 
            the Company provides for indemnification of officers, 
            directors, employees and certain other persons against 
            liabilities and expenses incurred by any of them in 
            certain stated proceedings and under certain stated 
            conditions. 
           
                 The Company intends to maintain insurance for the 
            benefit of its directors and officers insuring such 
            persons against certain liabilities, including 
            liabilities under the securities laws. 
           
            Item 8.   Exhibits 
           
                 Exhibit 
                 Number                        Description 
           
                    *4.(a)              Certificate of Incorporation 
                                        of the Company. 
           
                    *4.(b)              By-Laws of the Company. 
           
                    5.                  Opinion of Counsel. 
           
                    15.                 Not applicable. 
           
                    23.                 Consents of Experts and 
                                        Counsel. 
           
                                        (a)  Consent of Price 
                                             Waterhouse LLP. 

                                        (b)  The consent of Altheimer 
                                             & Gray is included in 
                                             that firm's opinion filed 
                                             as Exhibit 5 hereto. 
           
                    24.                 Not applicable. 
           
                    28.                 Not applicable. 
           
                    99.                 Not applicable. 

            *  Filed as an exhibit to the Company's Registration 
               Statement, Reg. No. 33-71410, declared effective by the 
               Commission on January 21, 1994.  
           
            Item 9.   Undertakings. 
           
                 The undersigned registrant hereby undertakes: 
           
                   (1)     To file, during any period in which offers 
                 or sales are being made of the securities offered 
                 herein, a post-effective amendment to this 
                 Registration Statement and to include any material 
                 information with respect to the plan of distribution 
                 not previously disclosed in this Registration 
                 Statement or any material change to such information 
                 set forth in this 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 

          
           
                                       II-2


<PAGE>
                 offered therein, and the offering of such securities 
                 at that time shall be deemed to be the initial bona 
                 fide offering thereof. 
           
                   (3)     To remove from registration by means of a 
                 post-effective amendment any of the securities being 
                 registered which remain unsold at the termination of 
                 the offering. 
           
                 The undersigned registrant hereby undertakes that, 
            for purposes of determining any liability under the 
            Securities Act, each filing of the registrant's annual 
            report pursuant to Section 13(a) or 15(d) of the Exchange 
            Act (and, where applicable, each filing of an employee 
            benefit plan's annual report pursuant to Section 15(d) of 
            the Exchange Act) that is incorporated by reference in 
            this 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. 
            
                 The undersigned registrant hereby undertakes to 
            deliver or cause to be delivered with the prospectus, to 
            each person to whom the prospectus is sent or given, the 
            latest annual report to security holders that is 
            incorporated by reference in the prospectus and furnished 
            pursuant to and meeting the requirements of Rule 14a-3 or 
            Rule 14c-3 under the Exchange Act; and, where interim 
            financial information required to be presented by Article 
            3 of Regulation S-X are not set forth in the prospectus, 
            to deliver, or cause to be delivered to each person to 
            whom the prospectus is sent or given, the latest 
            quarterly report that is specifically incorporated by 
            reference in the prospectus to provide such interim 
            financial information. 
           
                 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. 
           
           
           
                                       II-3 
           
           
<PAGE>
            
                                     SIGNATURES 
           
                 Pursuant to the requirements of the Securities Act of
            1933, the registrant certifies that it has reasonable 
            grounds to believe  that it meets all of the requirements 
            for  filing on Form S-8 and has duly caused this 
            Registration Statement to be signed on its behalf by the 
            undersigned, thereunto duly authorized, in the City of 
            Indianola, State of Iowa, on the 6th day of 
            June, 1996. 
           
                                          DEFLECTA-SHIELD CORPORATION 
           
                                          By: /s/ Russell E. Stubbings
                                             --------------------------   
                                               Russell E. Stubbings 
                                               President and Chief 
                                               Executive Officer 
           
           
                 Pursuant to the requirements of the Securities Act 
            of 1933, this Registration Statement has been signed by 
            the following persons in the capacities indicated on
            June 6, 1996. 
           
           
           
           
                       Signature                       Title 

              /s/ Russell E. Stubbings
            ---------------------------    President, Chief Executive       
               Russell E. Stubbings        Officer (Principal Executive
                                           Officer) and Director 
           
          
              /s/ Lowell A. Swarthout
            ---------------------------    Chief Financial Officer,
               Lowell A. Swarthout         Secretary and Treasurer 
                                           (Principal Financial and
                                           Accounting Officer) 
           

            /s/ William V. Glastris, Jr.
            ---------------------------    Director 
             William V. Glastris, Jr. 
           

             /s/ Ronald C. Katz
            ---------------------------    Director 
                 Ronald C. Katz 


             /s/ Mark C. Mamolen 
            ---------------------------    Director 
                 Mark C. Mamolen 
           
           
            /s/ Douglas T. Mergenthaler
            ---------------------------    Director 
              Douglas T. Mergenthaler 
           
           
               /s/ Charles S. Meyer
            ---------------------------    Director 
                 Charles S. Meyer 
           

              /s/ Leon E. Vinyard
            ---------------------------    Director 
                 Leon E. Vinyard 
           
           
            
                                       II-4 
           
           
            
           
<PAGE>
                                 INDEX TO EXHIBITS 
           
                 Exhibit
                 Number                   Description                 Page
           
                  *4.(a)        Certificate of Incorporation of 
                                the Company. 
           
                  *4.(b)        By-Laws of the Company. 
           
                  5.            Opinion of Counsel                       1 
           
                  15.           Not applicable. 

                  23.           Consents of Experts and Counsel. 
           
                               (a)   Consent of Price Waterhouse LLP     2 
                               (b)   The consent of Altheimer & 
                                     Gray is included in that firm's 
                                     opinion filed as Exhibit 5 
                                     hereto. 
           
                  24.          Not applicable.

                  28.          Not applicable. 
           
                  99.          Not applicable. 
           
           
            *    Filed as an exhibit to the Company's Registration 
                 Statement on Form S-1, Reg. No. 33-71410, declared 
                 effective by the Commission on January 21, 1994. 
           
           
           
                                       II-5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17732}]
{"company-data": {"conformed-name": "DEFLECTA SHIELD CORP /DE/", "cik": "0000914605", "assigned-sic": "3714", "irs-number": "421411117", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05371", "film-number": "96577720"}, "business-address": {"street1": "1800 N 9TH ST", "city": "INDIANOLA", "state": "IA", "zip": "50125", "phone": "5159616100"}, "mail-address": {"street1": "1800 N 9TH STREET", "city": "INDIANOLA", "state": "IA", "zip": "50125"}}
Registration No. 33-             
           
                        SECURITIES AND EXCHANGE COMMISSION 
                              Washington, D.C. 20549 
           
                                     Form S-8 
           
                              REGISTRATION STATEMENT 
                                       Under
                             The Securities Act of 1933 
                                                    
           
                            Deflecta-Shield Corporation 
              (Exact name of registrant as specified in its charter) 
           
                       Delaware                     42-1411117 
               (State of incorporation)          (I.R.S. Employer 
                                                Identification No.) 
           
                 1800 N. Ninth Street           
                     Indianola, Iowa                       50125      
            (Address of Principal Executive Offices)     (Zip Code) 
                                                    
           
                     Deflecta-Shield Corporation Stock Program 
                             (Full title of the plan) 
                                                    
                               Russell E. Stubbings 
                       President and Chief Executive Officer 
                            Deflecta-Shield Corporation 
                               1800 N. Ninth Street 
                               Indianola, Iowa 50125 
                      (Name and address of agent for service) 
                                                     
           
                                  (515) 961-6100
             (Telephone number, including area code, of agent for service) 
                                                    
           
                                    Copies to: 
           
                                John E. Lowe, Esq. 
                                 Altheimer & Gray 
                               10 South Wacker Drive 
                                    Suite 4000
                               Chicago, Illinois 60606 
                                  (312) 715-4000 
                                                    

           
           
                        Calculation of Registration Fee 
             Title of securities   Amount to be  Proposed maximum 
             to be registered      registered    offering price 
                                                 per share (1)  
           
             Common Stock,         250,000       $5.8125 
             $.01 par value        Shares 
           
           
           
                    Calculation of Registration Fee 
           
             Proposed maximum         Amount of
             aggregate                registration 
             offering price (1)       fee (1) 
           
             $1,453,125.00            $502.00 
           
             (1) Estimated solely for purposes of calculating registration
             fee based upon the average high and low prices reported for 
             such shares on the NASDAQ National Market System on June 5,
             1996 pursuant to Rule 457(h).
DEFLECTA-SHIELD STOCK PROGRAM 
           
                                      PART II 
           
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
           
           
            Item 3.   Incorporation of Documents by Reference 
           
                 The information listed below, which has been filed 
            by Deflecta-Shield Corporation ("Company") with the 
            Securities and Exchange Commission ("Commission"), is 
            specifically incorporated herein by reference: 
           
                 (1)  The Company's Annual Report on Form 10-K filed 
                      pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934, as amended 
                      ("Exchange Act") which contains financial 
                      statements of the Company for its fiscal year 
                      ended December 31, 1995; 
           
                 (2)  All other reports filed by the Company pursuant 
                      to Section 13(a) or 15(d) of the Exchange Act 
                      since December 31, 1995; and 
           
                 (3)  The description of common stock which is 
                      contained in the Company's Registration 
                      Statement on Form 8-A (File No. 0-23238) under 
                      the Exchange Act, declared effective January 
                      21, 1994, including any amendment or report 
                      filed for purposes of updating such description. 
           
                 All documents filed by the Company pursuant to 
            Section 13(a), 13(c), 14 and 15(d) of the Exchange Act 
            after the date hereof, and prior to the filing of a post- 
            effective amendment, which indicates that all securities 
            offered hereby have been sold, or which deregisters all 
            securities then remaining unsold, shall be deemed to be 
            incorporated by reference herein and to be a part hereof 
            from the date of filing such documents. 
           
                 Any statement contained in a document incorporated 
            by reference herein shall be deemed to be modified or 
            superseded for purposes hereof 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 to constitute a part hereof except as 
            so modified or superseded. 
           
            Item 4.   Description of Company's Common Stock 
           
                 The Company's common stock is registered under 
            Section 12 of the Exchange Act. 
           
            Item 6.   Indemnification of Directors and Officers 
           
                 Section 145 of Delaware General Corporation Law 
            ("Section 145") empowers a Delaware corporation to 
            indemnify its officers, directors, employees and certain 
            other persons to the extent and under the circumstances 
            set forth therein.  

                                       II-1
Article TENTH of the Certificate of Incorporation of 
            the Company provides for indemnification of officers, 
            directors, employees and certain other persons against 
            liabilities and expenses incurred by any of them in 
            certain stated proceedings and under certain stated 
            conditions. 
           
                 The Company intends to maintain insurance for the 
            benefit of its directors and officers insuring such 
            persons against certain liabilities, including 
            liabilities under the securities laws. 
           
            Item 8.   Exhibits 
           
                 Exhibit 
                 Number                        Description 
           
                    *4.(a)              Certificate of Incorporation 
                                        of the Company. 
           
                    *4.(b)              By-Laws of the Company. 
           
                    5.                  Opinion of Counsel. 
           
                    15.                 Not applicable. 
           
                    23.                 Consents of Experts and 
                                        Counsel. 
           
                                        (a)  Consent of Price 
                                             Waterhouse LLP. 

                                        (b)  The consent of Altheimer 
                                             & Gray is included in 
                                             that firm's opinion filed 
                                             as Exhibit 5 hereto. 
           
                    24.                 Not applicable. 
           
                    28.                 Not applicable. 
           
                    99.                 Not applicable. 

            *  Filed as an exhibit to the Company's Registration 
               Statement, Reg. No. 33-71410, declared effective by the 
               Commission on January 21, 1994.  
           
            Item 9.   Undertakings. 
           
                 The undersigned registrant hereby undertakes: 
           
                   (1)     To file, during any period in which offers 
                 or sales are being made of the securities offered 
                 herein, a post-effective amendment to this 
                 Registration Statement and to include any material 
                 information with respect to the plan of distribution 
                 not previously disclosed in this Registration 
                 Statement or any material change to such information 
                 set forth in this 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 

          
           
                                       II-2
offered therein, and the offering of such securities 
                 at that time shall be deemed to be the initial bona 
                 fide offering thereof. 
           
                   (3)     To remove from registration by means of a 
                 post-effective amendment any of the securities being 
                 registered which remain unsold at the termination of 
                 the offering. 
           
                 The undersigned registrant hereby undertakes that, 
            for purposes of determining any liability under the 
            Securities Act, each filing of the registrant's annual 
            report pursuant to Section 13(a) or 15(d) of the Exchange 
            Act (and, where applicable, each filing of an employee 
            benefit plan's annual report pursuant to Section 15(d) of 
            the Exchange Act) that is incorporated by reference in 
            this 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. 
            
                 The undersigned registrant hereby undertakes to 
            deliver or cause to be delivered with the prospectus, to 
            each person to whom the prospectus is sent or given, the 
            latest annual report to security holders that is 
            incorporated by reference in the prospectus and furnished 
            pursuant to and meeting the requirements of Rule 14a-3 or 
            Rule 14c-3 under the Exchange Act; and, where interim 
            financial information required to be presented by Article 
            3 of Regulation S-X are not set forth in the prospectus, 
            to deliver, or cause to be delivered to each person to 
            whom the prospectus is sent or given, the latest 
            quarterly report that is specifically incorporated by 
            reference in the prospectus to provide such interim 
            financial information. 
           
                 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. 
           
           
           
                                       II-3
SIGNATURES 
           
                 Pursuant to the requirements of the Securities Act of
            1933, the registrant certifies that it has reasonable 
            grounds to believe  that it meets all of the requirements 
            for  filing on Form S-8 and has duly caused this 
            Registration Statement to be signed on its behalf by the 
            undersigned, thereunto duly authorized, in the City of 
            Indianola, State of Iowa, on the 6th day of 
            June, 1996. 
           
                                          DEFLECTA-SHIELD CORPORATION 
           
                                          By: /s/ Russell E. Stubbings
                                             --------------------------   
                                               Russell E. Stubbings 
                                               President and Chief 
                                               Executive Officer 
           
           
                 Pursuant to the requirements of the Securities Act 
            of 1933, this Registration Statement has been signed by 
            the following persons in the capacities indicated on
            June 6, 1996. 
           
           
           
           
                       Signature                       Title 

              /s/ Russell E. Stubbings
            ---------------------------    President, Chief Executive       
               Russell E. Stubbings        Officer (Principal Executive
                                           Officer) and Director 
           
          
              /s/ Lowell A. Swarthout
            ---------------------------    Chief Financial Officer,
               Lowell A. Swarthout         Secretary and Treasurer 
                                           (Principal Financial and
                                           Accounting Officer) 
           

            /s/ William V. Glastris, Jr.
            ---------------------------    Director 
             William V. Glastris, Jr. 
           

             /s/ Ronald C. Katz
            ---------------------------    Director 
                 Ronald C. Katz 

             /s/ Mark C. Mamolen 
            ---------------------------    Director 
                 Mark C. Mamolen 
           
           
            /s/ Douglas T. Mergenthaler
            ---------------------------    Director 
              Douglas T. Mergenthaler 
           
           
               /s/ Charles S. Meyer
            ---------------------------    Director 
                 Charles S. Meyer 
           

              /s/ Leon E. Vinyard
            ---------------------------    Director 
                 Leon E. Vinyard 
           
           
            
                                       II-4
INDEX TO EXHIBITS 
           
                 Exhibit
                 Number                   Description                 Page
           
                  *4.(a)        Certificate of Incorporation of 
                                the Company. 
           
                  *4.(b)        By-Laws of the Company. 
           
                  5.            Opinion of Counsel                       1 
           
                  15.           Not applicable. 

                  23.           Consents of Experts and Counsel. 
           
                               (a)   Consent of Price Waterhouse LLP     2 
                               (b)   The consent of Altheimer & 
                                     Gray is included in that firm's 
                                     opinion filed as Exhibit 5 
                                     hereto. 
           
                  24.          Not applicable.

                  28.          Not applicable. 
           
                  99.          Not applicable. 
           
           
            *    Filed as an exhibit to the Company's Registration 
                 Statement on Form S-1, Reg. No. 33-71410, declared 
                 effective by the Commission on January 21, 1994. 
           
           
           
                                       II-5