As filed with the Securities and Exchange Commission on April 2, 1998

                                                      Registration No. 333-

===============================================================================

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

                                   FORM S-8
                             REGISTRATION STATEMENT

                                    under
                          THE SECURITIES ACT OF 1933

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

                            WEBCO INDUSTRIES, INC.
              (Exact name of issuer as specified in its charter)
                         ---------------------------

            Oklahoma                                        73-1097133
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                          ________________________


         9101 West 21st Street                                   74063
         Sand Springs, Oklahoma                                (Zip Code)
(Address of principal executive offices) 

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

                          1994 Stock Incentive Plan
                         ---------------------------

                                Mike Howard
                           Webco Industries, Inc.
                            9101 West 21st Street
                        Sand Springs, Oklahoma  74063
                              (918) 241-1000
(Name, address and telephone number, including area code, of agent for service)

                         ---------------------------
<PAGE>
                       CALCULATION OF REGISTRATION FEE

===============================================================================

                                  Proposed        Proposed
                                  Maximum         Maximum
  Title of           Amount       Offering        Aggregate      Amount of
 Securities to       to be        Price           Offering       Registration
 be Registered     Registered     Per Unit*       Price*            Fee*
-------------------------------------------------------------------------------
Common Stock,                                                                  
 ($.01 par value)   850,000 **    $ 8.625       $7,331,250.00     $2,163.00
===============================================================================

*Estimated pursuant to rule 457(c).

**Includes awards that may be granted pursuant to the 1994 Stock Incentive Plan
  and an indeterminate number of shares of Common Stock that may become
  issuable pursuant to the antidilution provisions of such Plan.
===============================================================================
<PAGE>
                                    PART I
     
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.     PLAN INFORMATION.

     The documents containing the information required by Item I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the Securities Act). Such documents are not
required to be and are not filed with the Commission  either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered to Plan participants pursuant to Rule
428(b), and any additional information about the Plan  and its administrators
are available without charge by contacting:

                            Webco Industries, Inc.
                             9101 West 21st Street
                         Sand Springs, Oklahoma 74063
                                (918) 241-1000
                           David E. Boyer, Secretary


                                    PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed with the Commission by the Company
(Commission File No. 0-23242) for purposes of the information reporting
requirements of the Securities Exchange Act of 1934, as amended (the Exchange
Act) are incorporated herein by reference:

     
1. the Company's Annual Report on Form 10-K for the year ended July 31,
1997;

     2. Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the
year ended July 31, 1997.


     3. the Company's Quarterly Report on Form 10-Q for the three months ended
October 31, 1997; 

     4. the Company's Quarterly Report on Form 10-Q for the three months ended
January  31, 1998;

<PAGE>
     5. the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated January 14, 1994.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement 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 herein by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
herein by reference will 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
herein by reference 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 hereof.

ITEM 4.     DESCRIPTION OF SECURITIES

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

            None

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Amended and Restated Certificate of Incorporation and
By-Laws authorize the Company to indemnify any present or former director,
officer, employee, or agent of the Company, or a person serving in a similar
post in another organization at the request of the Company, against expenses,
judgments, fines, and amounts paid in settlement incurred by such person in
connection with any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, to the
maximum extent authorized by the Oklahoma General Corporation Act. Section 1031
of the Oklahoma General Corporation Act authorizes a corporation to indemnify
its directors, officers, employees, or agents in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including provisions permitting advances for expenses incurred) arising under
the Securities Act.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.
<PAGE>
ITEM 8.  EXHIBITS

Exhibit No.                         Title

   4.1         1994 Stock Incentive Plan (As Amended and Restated)
   4.2         Form of Agreement Pursuant to 1994 Stock Option Plan     
   5.1         Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
  15.1         Letter of Coopers & Lybrand L.L.P. re Interim financial
                 information
  23.1         Consent of Coopers & Lybrand L.L.P.
  23.2         Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
                 (included in Exhibit 5.1)
  24.1         Power of Attorney (included on page 5)

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

ITEM 9.  UNDERTAKINGS

     (a)     The undersigned Registrant hereby undertakes:

          (1)     To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this
                  Registration Statement to;

               (i)     include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;

               (ii)    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)   include any additional or changed material information
                       with respect to the plan of distribution not previously
                       disclosed in the registration statement or any material
                       change to such information in the registration
                       statement; provided, however, that paragraphs (a)(1)(i)
                       and (a)(1)(ii) do not apply if the 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) or the Securities
                       Exchange Act of 1934 that are incorporated by reference
                       in the registration statement.

          (2)     That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating
                  to the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof.
<PAGE>

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

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

                                  SIGNATURES

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, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sand Springs, State of Oklahoma on
the 30th day of March, 1998.
                                         WEBCO INDUSTRIES, INC.


                                         By: /s/ Dana S. Weber
                                                 Name: Dana S. Weber
                                                 Title: President
<PAGE>
                               POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below
constitutes and appoints Dana S. Weber and Michael P. Howard, and each of them
singly, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities (including his or her capacity
as a director or officer of Webco Industries, Inc.) 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 said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her 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 has been signed by the following persons in the capacities and on the
dates indicated.

/s/ F. William Weber     Chairman of the Board,
F. William Weber         Chief Executive Officer
                         and Director                    Dated:  March 30, 1998

/s/ Dana S. Weber        Vice Chairman of the Board
Dana S. Weber            President, Chief Operating
                         Officer and Director            Dated:  March 30, 1998

/s/ Michael P. Howard    Vice President, Treasurer       Dated:  March 30, 1998
Michael P. Howard        and Chief Financial Officer

/s/ Neven C. Hulsey      Director                        Dated:  March 30, 1998
Neven C. Hulsey


/s/ Frederick C. Ermel   Director                        Dated:  March 30, 1998
Frederick C. Ermel


/s/ Dr. Kenneth E. Case  Director                        Dated:  March 30, 1998
Dr. Kenneth E. Case
<PAGE>
Exhibit 4.1

1994 Stock Incentive Plan

                            WEBCO INDUSTRIES, INC.

                           1994 STOCK INCENTIVE PLAN
                           (As Amended and Restated)

1.     Purpose

     The purpose of this 1994 Stock Incentive Plan (the Plan) is to encourage
and enable selected management (including directors) and other key employees of
and consultants to Webco Industries, Inc. (the Company) or a parent or
subsidiary of the Company to acquire a proprietary interest in the Company
through the ownership of Common Stock, par value $.01 per share (the Common
Stock), of the Company.  Such ownership will provide such persons with a more
direct stake in the future welfare of the Company and encourage them to remain
with the Company or a parent or subsidiary of the Company.  It is also expected
that the Plan will encourage qualified persons to seek and accept employment or
other association with the Company or a parent or subsidiary of the Company.
Pursuant to the Plan, such persons may be granted stock options, restricted
stock awards, and stock appreciation rights (collectively, Plan Awards).

     As used herein, the term "parent" or "subsidiary" shall mean any present
or future corporation which is or would be a "parent corporation" or
"subsidiary corporation" of the Company as such terms are defined in Section
424 of the Internal Revenue Code of 1986, as amended (the "Code") (determined as
if the Company were the employer corporation).

2.     Administration of the Plan

     The Plan shall be administered by a committee (the "Committee") of the
Board of Directors of the Company (the "Board").  The Committee may be the
Compensation Committee, if any, or such other committee of the Board to which
the Board shall delegate the authority to administer the Plan and as shall meet
the requirements of the Plan.  The Committee shall consist of not less than two
members of the Board, and only directors who are "non-employee directors", as
such term is defined in Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), shall be appointed members
of the Committee.  No person while a member of the Committee shall be eligible
to receive a Plan Award except as provided in Section 9.

     In administering the Plan, the Committee shall follow any general
guidelines not inconsistent with the Plan established by the Board and may
adopt rules and regulations for carrying out the Plan.  The Committee may
consult with counsel, who may be counsel to the Company, and shall not incur
any liability for any action taken in good faith in reliance upon the advice of
counsel. The interpretation and decision made by the Committee with regard to
any question arising under the Plan shall be final and conclusive on all
persons participating, or eligible to participate in the Plan.  Subject to the
provisions of the Plan and any guidelines established by the Board, the
Committee from time to time shall determine the terms and conditions of all
Plan Awards, including, but not limited to, the persons ("Participants") to
whom, and the time or times at which, Plan Awards shall be granted, the number
of shares subject to each Plan Award, the number of options which shall be
treated as incentive stock options (as described in Section 422 of the Code),
the duration of each option, the specific restrictions applicable to restricted
stock awards and other Plan Awards, and other terms and provisions of each Plan
Award.

     It is the intent of the Company that this Plan and all Plan Awards satisfy,
and be interpreted in a manner that, Participants who are or may be, with
respect to their ownership of Common Stock, directly or indirectly (including
by virtue of any other person being required to report ownership of securities
<PAGE>
owned by a Participant) subject to Section 16 of the Exchange Act ("Insiders"),
the Plan and such Plan Awards satisfy the applicable requirements of Rule 16b-3
promulgated under the 1934 Act, so that each Participants will be entitled to
the benefits of such Rule 16b-3, or other exemptive rules under such Section
16, and will not be subjected to avoidable liability thereunder.  If any
provision of this Plan or of any Plan Award would otherwise frustrate or
conflict with the intent expressed in this Section 2, that provision to the
extent possible shall be interpreted and deemed amended so as to avoid such
conflict.  To the extent of any remaining irreconcilable conflict with such
intent, such provision shall be deemed void as applicable to Insiders.

3.     Shares of Stock Subject to the Plan

     Except as provided in Section 12, the aggregate number of shares that may
be issued or transferred pursuant to Plan Awards shall not exceed 850,000
shares of Common Stock.  Such shares of Common Stock available under the Plan
may be authorized and unissued shares or previously issued shares acquired or
to be acquired by the Company and held in treasury.  Any shares subject to a
Plan Award which for any reason terminates, expires, or is forfeited without
the delivery to the holder of the Plan Award of shares of Common Stock or other
consideration may again be subject to a new Plan Award, except that shares
subject to a restricted stock award that are forfeited after the holder thereof
has received dividends or other benefits of ownership (excluding voting rights)
shall not thereafter be available for grant pursuant to the Plan.  If an option
or related stock appreciation right is exercised for shares of Common Stock,
the shares covered by such option shall not thereafter be available for grant
pursuant to the Plan.  Any shares of Common Stock that are used by a recipient
as full or partial payment of withholding or other taxes or of the purchase
price of shares of Common Stock acquired on the exercise of an option shall be
counted against the limit set forth in the first sentence of this Section 3
and shall not thereafter be available for Plan Awards, except that such shares
shall be available for Plan Awards to persons who are not Insiders.

4.     Eligibility

     Plan Awards may be granted to management (including directors) and other
key employees who are employed by, and consultants to, the Company or a parent
or subsidiary of the Company.

5.     Granting of Plan Awards

     All Plan Awards shall be granted within 10 years from January 19, 1994.
Except for automatic grants provided in Section 9, the date of the grant of any
Plan Award shall be the date on which the Committee authorizes the grant of
such Plan Award.

6.     Options

     Options shall be evidenced by stock option agreements in such form, not
inconsistent with the Plan, as the Committee shall approve from time to time,
which agreements need not be identical, and shall be subject to the following
terms and conditions and such other terms and conditions as the committee may
prescribe:
<PAGE>

     (a)     Option Price.  The exercise price of each stock option shall
be not less than 50% of the Fair Market Value (as defined below) of the Common
Stock at the date the option is granted and not less than the par value of the
Common Stock. In the case of an incentive stock option granted to a Participant
owning more than 10% of the total combined voting power of all classes of stock
of the Company or of any parent or subsidiary of the Company (a "10%
Stockholder"), actually or constructively under Section 424(d) of the Code, the
exercise price shall not be less than 110% of the Fair Market Value of the
Common Stock subject to the option at the date of its grant.

     (b)     Medium and Time of Payment.  Shares of Common Stock purchased
pursuant to the exercise of an option shall at the time of purchase be paid for
in full in cash, or with shares of Common Stock, or a combination of cash and
Common Stock to be valued at the Fair Market Value thereof on the date of such
exercise; provided, however, that any shares of Common Stock so delivered shall
have been beneficially owned by the optionee for a period of not less than six
months prior to the date of exercise.  Upon receipt of payment and such
documentation as the Company may deem necessary to establish compliance with
the Securities Act of 1933, as amended (the "1933 Act"), the Company shall,
without stock transfer tax to the optionee or other person entitled to exercise
the option, deliver to the person exercising the option a certificate or
certificate for such shares.  It shall be a condition to the performance of the
Company's obligation to issue or transfer Common Stock upon exercise of an
option or options that the optionee pay, or make provision satisfactory to the
Company for the payment of, any taxes (other than stock transfer taxes) which
the Company is obligated to collect with respect to the issue or transfer of
Common Stock upon such exercise, including any Federal, state, or local
withholding taxes.  At the discretion of the Committee, or as may be provided
in the option agreement evidencing any option, such taxes may be, or may be
required to be, paid in cash or by tender of the option holder or withholding
by the Company of the number of shares of Common Stock whose Fair Market Value
equals the amount required to be withheld.  At the discretion of the Committee,
such taxes may be paid by the Company.

     (c)     Waiting and Exercise Period.  The waiting period and time for
exercising an option shall be prescribed by the Committee in each particular
case; provided, however, that (i) no option may be exercised after 10 years
from the date it is granted and (ii) in the case of an incentive stock option
granted to a 10% Stockholder, such option, by its terms, shall be exercisable
only within five years from the date of grant.

     (d)     Reload Options.  The Committee shall have the authority (but not
any obligation) to include within any option agreement a provision of entitling
the optionee to a further option (a "Reload Option") if the optionee exercises
the option evidenced by the option agreement, in whole or in part, by
surrendering other shares of Common Stock of the Company held by the optionee
for at least six months prior to such date of surrender in accordance with the
Plan and the terms and conditions of the option agreement.  Any such Reload
Option shall not be an incentive stock option, shall be for a number of shares
of Common Stock equal to the number of surrendered shares, shall be exercisable
at a price equal to the Fair Market Value of the Common Stock on the date of
exercise of such original option, shall become exercisable if the shares
purchased by the optionee pursuant to the option agreement are held for a
minimum period of time established by the committee, and shall be subject to
such other terms and conditions as the Committee may determine.


     (e)     Fair Market Value.  The "Fair Market Value" per share of the
Common Stock on any date shall be the closing price on the trading day
immediately preceding the date in question, where the "closing price" on any
day is (i) the last reported sales price regular way or, in case no such
reported sale takes place on such day, the closing bid price regular way,
in either case on the principal national securities exchange (including, for
purposes hereof, the NASDAQ National Market System) on which the Common Stock
is listed or admitted to trading, (ii) if on such date the Common Stock is not
listed or admitted to trading on any national securities exchange, the highest
<PAGE>
reported bid price for the Common Stock as furnished by the National
Association of Securities Dealers, Inc. through NASDAQ or a similar
organization if NASDAQ is no longer reporting such information, or (iii) if on
such date the Common Stock is not listed or admitted to trading on any national
securities exchange and is not quoted by NASDAQ or any similar organization,
the Fair Market Value of a share of Common Stock on such date, as determined in
good faith by the Committee in a manner consistent with the requirements of the
Code, whose determination shall be conclusive absent manifest error, shall be
used.

     (f)     Incentive Stock Options.  No incentive stock options shall be
granted to any person, if, giving effect to such grant, the Fair Market Value
at the date of such grant of the Common Stock (or other capital stock of the
Company) which first becomes purchasable in any calendar year under all
incentive stock options held by such person under the Plan and any other plans
of the Company any parent or subsidiary shall exceed $100,000.  Incentive stock
options shall not be issued to directors or consultants who are not also
employees of the Company or a parent or subsidiary.  Without the written
consent of the Company, no stock acquired by an optionee upon exercise of an
incentive stock option granted hereunder may be disposed of by the optionee
within two years from the date such incentive stock option was granted, nor
within one year after the transfer of such stock to the optionee; provided,
however, that (i) a transfer to a trustee, receiver, or other fiduciary in any
insolvency proceeding, as described in Section 422(c)(3) of the code, shall not
be deemed to be such a disposition and (ii) if Section 422 of the Code is
a mended during the term of the Plan, the Committee may modify the Plan
consistent with such amendment.

7.     Restricted Stock Awards

     Restricted stock awards shall be evidenced by agreements in such form, not
inconsistent with the Plan, as the Committee shall approve from time to time,
which agreements need not be identical, and shall be subject to the following
terms and conditions and such other terms and conditions as the Committee may
prescribe:

     (a)     Forfeiture Period.  The period and time during, and the conditions
and restrictions under, which a restricted stock award is subject to forfeiture
(the Restriction Period) shall be prescribed by the Committee in each
particular case, subject to the provisions of Section 11.

     (b)     Restrictive Legend and Stock Power.  Each certificate evidencing
shares of Common Stock subject to a restricted stock award shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such restricted stock award.  The Committee may prescribe that
the certificates evidencing such shares be held in escrow by a bank or other
institution, or that the Company may itself hold such shares in escrow, until
the restrictions thereon shall have lapsed and may require, as a condition of
any restricted stock award, that the recipient shall have delivered a stock
power endorsed in blank relating to the shares of Common Stock subject to the
restricted stock award.  Upon the termination of the Restriction Period with
respect to any shares of Common Stock subject to a restricted stock award, the
certificate evidencing such shares will be delivered out of escrow subject to
the satisfaction by the recipient of applicable Federal and state securities
laws and withholding tax requirements, including any Federal, state, or local
withholding taxes.  At the discretion of the Committee, or as may be provided
in the agreement evidencing any option, such taxes may be paid, or may be
required to be paid ,in cash or by tender of the holder of restricted stock or
withholding by the Company of the number of shares of Common Stock whose Fair
Market Value equals the amount required to be withheld.  At the discretion of
the Committee, such taxes may be paid by the Company.
<PAGE>
8.     Stock Appreciation Rights


     Stock appreciation rights shall be evidenced by agreements (which, in the
case of stock appreciation rights related to a stock option, may be included as
part of the agreement evidencing such option) in such form, not inconsistent
with the Plan, as the Committee shall approve from time to time, which
agreements need not be identical, and shall be subject to the following terms
and conditions and such other terms and conditions as the Committee may
prescribe:

     (a)     Definition.  A stock appreciation right means a right granted
pursuant to the Plan to receive, upon the exercise of such right, up to the
excess of (i) the Fair Market Value of one share of Common Stock on the date of
exercise or at any time during a specified period before the date of exercise
over (ii) the Fair Market Value of one s hare of Common Stock on the date of
grant.  Any payment by the Company in respect of such right may be made in
cash, shares of Common Stock, other property, or any combination thereof, as
the Committee, in its sole discretion, shall determine or as shall be provided
in the agreement evidencing such stock appreciation right.

     (b)     Grant and Termination.  Stock appreciation rights may be granted
either alone or in addition to other Plan Awards granted under the Plan and
may, but need not, relate to a specific stock option granted under the Plan.
The provisions of stock appreciation rights need not be the same with respect
to each participant.  Any stock appreciation right related to a stock option
may be granted at the same time such stock option is granted or at any time
thereafter before exercise or expiration of such stock option.  In the case of
<PAGE>
any stock appreciation right related to any stock option, the stock
appreciation right or applicable portion thereof shall terminate and no longer
be exercisable upon the termination or exercise of the related stock option or
portion thereof, except that a stock appreciation right granted with respect to
less than the full number of shares of Common Stock covered by a related stock
option shall only be reduced when the exercise or termination of the related
stock option exceeds the number of shares not covered by the stock appreciation
right.  Any  stock option related to any stock appreciation right shall no
longer be exercisable to the extent the related stock appreciation right has
been exercised.

     (c)     Number of Rights.  If any agreement evidencing a stock
appreciation right which does not relate to any option shall provide that such
stock appreciation right may be settled only in cash (a cash-only right), the
number of shares of Common Stock to which such cash-only right relates shall
not be deducted from the limit set forth in Section 3; provided that the number
of cash-only rights which may be issued in any fiscal year of the Company shall
not exceed 50,000.  Except with respect to cash-only rights, the committee, for
purposes of determining compliance with the limit set forth in Section 3, shall
estimate the number of shares of Common Stock expected to be issued on
settlement of any stock appreciation right, taking into account any intention
of the Committee to require settlement in cash.


     (d)     Exercise by Insiders.  No stock appreciation right may be
exercised by an Insider unless such exercise is exempt from Section 16(b) of
the 1934 Act pursuant to Rule 16b-3 promulgated thereunder or otherwise.

9.     Non-Employee Directors

     Each director of the Company who is not an employee of the Company or any
parent or subsidiary (a "Non-Employee Director") shall receive Plan Awards as
follows:
<PAGE>
     (a)     Current Directors.  On the date of approval of this Plan by the
Board, each Non-Employee Director shall receive an option to purchase 3,000
shares of Common Stock, subject, in each case, to adjustment as provided in
Section 12.

     (b)     New Directors.  Upon the date of his initial election or
appointment as a member of the Board, each new Non-Employee Director who
previously has not been granted Plan Awards shall receive an option to purchase
3,000 shares of Common Stock, subject, in each case, to adjustment as provided
in Section 12.

     (c)     Annual Grants.  Each Non-Employee Director, upon the anniversary
of his or her initial grant pursuant to Section 9(a) or 9(b), if he or she
remains a member of the Board as of such anniversary, shall receive an option
to purchase 1,500 shares of Common Stock, subject to adjustment as provided in
Section 12.

     (d)     Options.  The exercise price per share of any option granted
pursuant to this Section 9 shall be 100% of the Fair Market Value of a share of
Common Stock on the date of grant (except for grants pursuant to Section 9(a),
which shall be exercisable at a price per share equal to the initial public
offering price in the Company's initial public offering), subject to adjustment
as provided in Section 12.  Each option granted pursuant to this Section 9
shall be exercisable six months after the date of grant and shall terminate 10
years from the date of grant (unless earlier exercised or terminated in
accordance with the Plan).  No option granted pursuant to this Section 9 shall
provide for Reload Options or be accompanied by stock appreciation rights.

     (e)     Non-Committee Members.  Nothing in this Section 9 shall limit the
authority of the Committee to grant Plan Awards to Non-Employee Directors who
are not members of the Committee.

10.     Death, Retirement, and Termination of Employment or Association

     (a)     General.  An option or stock appreciation right which has not
theretofore expired shall terminate on the date of the termination for cause or
30 days after the date of the termination for any reason, other than for cause,
death, or Retirement (as defined in Section 10(b)), of the holder's employment
or association with the Company or a parent or subsidiary of the Company
(including by reason of any event as a result of which a parent or subsidiary
ceases to be such), subject to the condition that no option or stock
appreciation right granted in connection with an option may be exercised in
whole or in part after the expiration date of the option or more than 10 years
after the date of grant of such option or stock appreciation right.

     (b)     Retirement and Non-Qualified Options.  With respect to
non-qualified options and stock appreciation rights, upon the termination of
employment or association due to retirement with the consent of the Committee
or Disability (as hereinafter defined) (collectively, "Retirement"), the holder
of such Award Option or stock appreciation right may, during a period (the
"Retirement Period") which is the longer of (i) up to 10 years after the date
of grant of such option or stock appreciation right, such period to be set on a
case by case basis by the Committee, and (ii) three years from the date of such
termination, exercise such stock appreciation right or purchase some or all of
the shares covered by such non-qualified stock option which was exercisable
under the Plan immediately prior to such termination.  "Disability" shall have
the meaning provided in Section 22(e)(3) of the code.


     (c)     Retirement and Incentive Options.  With respect to incentive stock
options, upon the termination of the employment of any such employee due to
Retirement, the employee may, within three months after the date of such
termination (12 months in the case of Disability), purchase some or all of the
<PAGE>
shares covered by an incentive stock option which was exercisable under the
Plan immediately prior to such termination and shares not purchased within
three months (12 months in the case of Disability) after the date of
termination due to Retirement under such incentive stock option may be
purchased during the Retirement Period but will be non-qualified stock options
stock and not incentive stock option stock; provided, however, that, prior to
such purchase, the option will remain subject to the provisions of the Plan
governing incentive stock options.

     (d)     Death.  Upon the death of any holder of any option or stock
appreciation right while in active service or of the death of any disabled or
retired person within the periods referenced in Sections 10(b) and 10(c), the
person or persons to whom such holder's rights under an option or stock
appreciation right are transferred by will or the laws of descent and
distribution may, within 12 months after the date of such person's death,
exercise such stock appreciation right or purchase some or all of the shares to
which such person was entitled pursuant to the exercise of an option under the
Plan on the date of his death.

     (e)     Leaves of Absence.  Leaves of absence pursuant to Section 14(d)
shall not be deemed terminations or interruptions of employment or other
association.

11.     Acceleration of Vesting

     (a)     Acceleration.  Immediately upon the occurrence of a Change in
Control of the Company, except as specifically otherwise provided by the terms
of an agreement relating to a particular Plan Award,

             (i)     all options and stock appreciation rights shall
immediately become exercisable in full, including that portion of any option or
stock appreciation right that had not become exercisable, and the Company
shall afford each holder of an option the opportunity to exercise such right
prior to its settlement pursuant to Section 11(b), and

             (ii)     all restricted stock awards shall immediately vest and no
longer be subject to forfeiture.

     (b)     Settlement.  Immediately following the occurrence of any Change in
Control,

            (i)     each stock appreciation right not theretofore exercised
shall be settled by a payment to the holder thereof by the Company in cash of
the amount to which the holder thereof would have been entitled (on a basis as
if the Fair Market Value was determined as provided in Section 11(b)(iii)) had
he exercised such right on the Change in Control Date (immediately prior to the
occurrence of such Change in Control, if it occurred on the Change in Control
Date), and thereafter shall be deemed terminated, and

            (ii)     each stock option not theretofore exercised shall be
settled by a payment to the holder thereof by the Company in cash of an amount
equal to the excess of the Fair Market Value on the Change in Control Date over
the exercise price of such option, multiplied by the number of shares of Common
Stock for which each option is exercisable immediately prior to the Change in
Control, and thereafter shall be deemed terminated, provided, that,

            (iii)     in each case, for purposes of the foregoing, the Fair
Market Value on the Change in Control Date shall be the higher of the Fair
Market Value, as defined, on such date and the Change in Control Price,
<PAGE>
            (iv)     in the case of an option with a related stock appreciation
right, whichever of such option or such stock appreciation right entitled the
holder to the greatest payment shall be settled pursuant to Section 11(b)(i) or
(ii), and the other shall be terminated without any further payment,

            (v)     in the case of any option or stock appreciation right which
had been granted to an Insider within the six-month period preceding the Change
in Control Date, such settlement shall be delayed until such time as such
settlement would not cause such Insider to realize liability under Section 16
(b) of the 1934 Act, and

     (vi)     no settlement shall be made pursuant to this Section 11(b) of any
option or stock appreciation right held by an Insider who has control over the
timing or occurrence of the Change in Control.

     (c)     Change in Control.  A "Change in Control" shall mean:

            (i)     consummation of

                   (A)     any consolidation or merger of the Company in which
                           the persons who are the stockholders of the Company
                           immediately prior to such consolidation or merger do
                           not own at least a majority of each of the common
                           stock and of the combined voting power of the then
                           outstanding capital stock of the continuing or
                           surviving corporation in such merger, provided that
                           no Change in Control shall be deemed to have
                           occurred if persons having effective control over
                           the affairs of the Company immediately prior to such
                           consolidation or merger have effective control over
                           such continuing or surviving corporation; or

                   (B)     any sale, lease, exchange, or other transfer (in one
                           transaction or a series of related transactions) of
                           all, or substantially all, of the assets of the
                           Company; or

            (ii)     approval by the stockholders of the Company of any plan or
proposal for the liquidation or dissolution of the Company; or

            (iii)     any "person," including a "group" as determined in
accordance with Sections 13(d) and 14(d) of the 1934 Act and the rules and
regulations thereunder, becoming the beneficial owner (within the meaning of
Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of 30%
or more of the combined voting power of the Company's then outstanding capital
stock, whether by means of open-market purchases, tender offer, or otherwise,
provided that no Change in Control shall be deemed to have occurred as a result
of the ownership of any capital stock by the Company, any subsidiary of the
Company, any employee benefit plan of the Company, or any member of the Weber
Family; or

           (iv)     individuals who constitute the board on December 1, 1993
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board, provided that any person becoming a director subsequent to
December 1, 1993, whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
comprising the Incumbent Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination) shall be considered as though
such person were a member of the Incumbent Board.
<PAGE>
     (d)     "Change in Control Date".  "Change in Control Date" shall mean the
(i) in the case of a Change in Control described in Section 11(c)(i), (ii), or
(iv), the date of occurrence thereof, and (ii) in the case of a Change in
Control described in Section 11 (c)(iii), the date on which the Company first
obtains knowledge of the occurrence thereof.

     (e)     "Change in Control Price".  "Change in Control Price" means (i) in
the case of a Change in Control described in Section 11(c)(i), the amount paid
or to be paid in or as a result of such merger, consolidation, or other
transaction per share of Common Stock, (ii) in the case of a Change in Control
described in Section 11(c)(iii), the highest price per share of Common Stock
paid to acquire Common Stock by the person described therein in the one-year
preceding the Change of Control Date or in the transaction which results in the
Change of Control, and (iii) in the case of a Change in Control described in
Section 11(c)(ii) or (iv), the highest price per share of Common Stock paid to
acquire Common Stock by any person (other than a member of the Weber Family)
proposing such liquidation or distribution, or becoming or nominating a person
for election as a director without the approval of the Incumbent Board.

     (f)     "Weber Family".  "Weber Family" means (i) F. William Weber,
Martha A. Weber, Dana S. Weber, Kimberly A.W. Frank, and Ashley R. Weber; (ii)
any lineal descendants of any such person (including by adoption); (iii) any
trust all of the beneficiaries (other than contingent beneficiaries) of which
are members of the Weber Family (or their estates); (iv) any charitable trust,
charitable foundation, or other charitable entity if and so long as a majority
of the trustees, directors, or members of a similar managing body of such trust,
foundation, or entity are members of the Weber Family; and (v) any corporation,
limited partnership, general partnership, limited liability company, or other
entity if and so long as members of the Weber Family beneficially own equity
interests in such entity enabling them to effectively control the voting and
disposition of Common Stock owned by such entity.

12.     Adjustments Upon Changes in Capitalization

     (a)     If dividends payable in Common Stock during any fiscal year of the
Company exceed in the aggregate 5% of the Common Stock issued and outstanding
at the beginning of such fiscal year, or if there is during any fiscal year of
the Company one or more splits, subdivisions, or combinations of shares of
Common Stock resulting in an increase or decrease by more than 5% of the shares
of Common Stock outstanding at the beginning of the year, the number of shares
of Common Stock available under the Plan shall be increased or decreased
proportionately, as the case may be, and the exercise price and number of
shares of Common Stock deliverable upon the exercise thereafter of any options
theretofore granted shall be increased or decreased proportionately, as the
case may be, without change in the aggregate purchase price.  Common Stock
dividends, splits, subdivisions, or combinations during any fiscal year which
do not exceed in the aggregate 5% of the Common Stock issued and outstanding at
the beginning of such year shall be ignored for purposes of the Plan.  All
adjustments shall be made as of the day such action necessitating such
adjustment becomes effective.


     (b)     In the case of any change or reclassification of the Common Stock,
including by reason of any merger, consolidation, or sale of all or
substantially all of the assets of the Company, and including a change into a
right to receive cash or other property, but excluding a change or
reclassification provided for in Section 12(a), (i) the holder of each option
shall thereafter be entitled, upon exercise of such option, to receive the kind
and amount of securities, property, or cash, or any combination thereof,
receivable upon such change or reclassification by a holder of the number of
shares of Common Stock for which such option might have been exercised (without
regard to any waiting or vesting period) immediately prior to such change or
reclassification and (ii) the holder of each stock appreciation right shall be
entitled to receive, upon exercise thereof, the excess, if any, of the fair
<PAGE>
market value (determined in a manner consistent with the definition of Fair
Market Value in Section 6(e)) of the securities, property, or cash, or
combination thereof, receivable upon such change or reclassification by a
holder of one share of Common Stock over the grant price of such stock
appreciation right.

     (c)     In the event that the Committee shall determine that any event not
specifically provided for in Sections 12(a) and (b) affects the shares of
Common Stock such that an adjustment is determined by the Committee to be
appropriate to prevent dilution or enlargement of Participants' rights under
the Plan, then the Committee shall, in such manner as it may deem equitable,
adjust any or all of (i) the number and kind of shares which may thereafter be
issued in connection with Plan Awards; (ii) the number and kind of shares
issued or issuable in respect of outstanding Plan Awards; and (iii) the
exercise price, grant price, or purchase price relating to any Plan Award or,
if deemed appropriate, make provision for a cash payment with respect to any
outstanding Plan Award; provided, however, in each case, that, with respect to
incentive stock options, no such adjustments shall be authorized to the extent
that such adjustment would cause the Plan to violate Section 422(b)(2) of the
Code or any successor provision thereto.

     (d)     Notwithstanding the foregoing, no adjustments referred to above
shall be made as a result of the stock split to be effected in connection with
the Company's initial public offering.

13.     Effectiveness, Termination, and Amendment of the Plan

     (a)     The Plan became effective as to 550,000 shares of Common Stock on
January 19, 1994, the date of its adoption by the favorable vote of a majority
of the Board, and the subsequent approval by the stockholders of the Company
within the 12 months next following such adoption by the Board.  The Plan
became effective as to an additional 300,000 shares of Common Stock on March 5,
1998, the date of the adoption by the favorable vote of a majority of the Board
of such additional shares, subject, however, to approval by the stockholders of
the Company within the 12 months next following such adoption by the Board. If
such stockholder approval is not obtained, the Plan and any and all Plan Awards
granted during such interim period shall remain in full force and effect as to
550,000 shares of Common Stock.  The Plan shall, in all events, terminate on
January 19, 2004, or on such earlier date as the Board may determine.  Any
option or stock appreciation right outstanding  at the termination date shall
remain outstanding until it has either expired or has been exercised.  Any
restricted stock award outstanding at the termination date shall remain subject
to the term of the Plan until the restrictions thereon shall have lapsed.

     (b)     The Board shall have the right to amend, suspend, or terminate the
Plan at any time; provided, however, that (i) no such action shall affect or in
anyway impair the rights of a Participant under any Plan Award theretofore
granted; (ii) unless first duly approved by the stockholders of the Company
entitled to vote thereon at a meeting (which may be the annual meeting) duly
called and held for such purpose, except as provided in Section 12, or by a
consent of stockholders, no amendment or change shall be made in the Plan:  (A)
increasing the total number of shares of Common Stock which may be issued or
transferred under the Plan; (B) changing the provisions of Section 6(a); (C)
extending the period during which Plan Awards may be granted or exercised; or
(D) changing the designation of persons eligible to receive Plan Awards; and
iii) the provisions of Section 9 may not be amended more than once every six
months except to comport with changes in the Code or the Employee Retirement
Income Security Act or the rules thereunder.
<PAGE>
14.     Miscellaneous Provisions


     (a)     Rights as an Employee, Director, or Consultant.  Nothing in the
Plan, the grant or holding of a Plan Award, or in any agreement entered into
pursuant to the Plan shall confer to holders of Plan Awards any right to
continue in the employ of or other association with the Company or any parent
or subsidiary of the Company or interfere in any way with the right of the
Company or any parent or subsidiary of the Company to terminate such employment
or other association of a Participant at anytime.

     (b)     Rights as a Stockholder.  Except as provided in Section 14(c), a
holder of a restricted stock award shall have all of the rights of a
stockholder with respect to all of the shares of Common Stock subject to the
restricted stock award, including, without limitation, the right to vote such
shares and to receive dividends in cash or other property or other
distributions or rights in respect to such shares.  A holder of a Plan Award
(other than a restricted stock award) shall have no rights as a stockholder
with respect to any shares issuable or transferable upon exercise thereof until
the date a stock certificate is issued to him for such shares and, except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.

     (c)     Non-Assignability of Plan Awards.  No Plan Award shall be
assignable or transferable by the recipient, except (i) by will or by the laws
of descent and distribution or (ii) pursuant to a qualified domestic relations
order (as defined in the Code or the Employee Retirement Income Security Act or
the rules thereunder), provided that such restriction on the transfer or
assignment of a restricted stock award shall expire upon the date of expiration
of the related Restriction Period.  During the lifetime of a recipient ( or
transferee pursuant to Section 14(c)(ii)), Plan Awards shall be exercisable
only by him or his personal representative or guardian.  No Plan Award or
interest therein may be pledged, attached, or otherwise encumbered other than
in favor of the Company.

     (d)     Leave of Absence.  In the case of a holder of a Plan Award on an
approved leave of absence, the Committee may, if it determines that to do so
would be in the best interests of the Company, provide in a specific case for
continuation of Plan Awards during such leave of absence, such continuation to
be on such terms and conditions as the Committee determines to be appropriate,
except that in no event shall an option or stock appreciation right be
exercisable after 10 years from the date it is granted.

     (e)     Other Restrictions.  Each Plan Award shall be subject to the
requirement that, if at any time the Board or the Committee shall determine, in
its discretion, that the listing, registration, or qualification of the shares
issuable or transferable upon exercise thereof upon any securities exchange or
under any state or Federal law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the granting of such Plan Award or the issue, transfer, or purchase of
shares thereunder, such Plan Award may not be exercised in whole or in part
unless such listing, registration, qualification, consent, or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board.  The Company shall not be obligated to sell or issue any shares of
Common Stock in any manner in contravention of the 1933 Act or any state
securities law.
<PAGE>
Exhibit 4.2

Form of Stock Option Agreement

WEBCO INDUSTRIES, INC.
AGREEMENT PURSUANT TO THE
1994 STOCK OPTION PLAN


     AGREEMENT, dated ____________  between WEBCO INDUSTRIES, INC. (The
"Company") and [Name] (the "Employee") an employee or director of or consultant
to the Company or a parent or subsidiary of the Company.

     The Compensation Committee of the Board of Directors of the Company (the
"Company"), on ___________ (the "Grant Date"), pursuant to the 1994 Stock
Incentive Plan, a copy of which is annexed hereto as Exhibit A (the "Plan"),
granted to the Employee an option to purchase shares of the common stock, par
value $.01 per share, of the Company (the "Common Stock"), as hereafter set
forth and authorized the execution and delivery of this Agreement.

     Accordingly, the parties hereto agree as follows:

     1.     The Employee is granted the option to purchase from the Company,
subject to and under the terms and conditions set forth in this Agreement and
the Plan, all or any part of _______  shares of Common Stock of the Company.
these options shall be treated as incentive stock options and shall have an
exercise price of $______  per share.

     2.     The incentive stock options shall become exercisable in 5
substantially equal installments, the first such installment to become
exercisable on the first anniversary of the Grant Date and the remaining
installments to become exercisable on each subsequent anniversary thereof until
all such options have become exercisable.  The vesting periods set forth above
are subject to acceleration upon a Change in Control (as defined in the Plan),
as provided in the Plan.  All of the options represented hereby shall terminate
on the tenth anniversary of the Grant Date.  Any option not exercised within
the period specified herein shall terminate.

     3.     Stock purchased pursuant to this Agreement shall be paid for in
full at the time of purchase.  Payment may be made either with cash, Common
Stock, or a combination of the two, provided that any shares of Common Stock so
delivered must have been beneficially owned by the Employee for a period of not
less that six months prior to the date of exercise.  If payment is made in
whole or part by tender of shares of Common Stock, such shares shall be valued
at the Fair Market Value thereof, as such term is defined in the Plan.  Upon
receipt of written notice of exercise in the form attached hereto as Exhibit B
together with payment and delivery of any other required documentation, the
Company shall deliver to the person exercising the option a certificate for
such shares.  It shall be a condition to the performance of the Company's
obligation to issue or transfer Common Stock upon exercise of this option that
the Employee pay, or make provision satisfactory to the Company for the payment
of, any taxes (other than stock transfer taxes) which the Company is obligated
to collect with respect to the issue or transfer of Common Stock upon such
exercise, including any Federal, state, or local withholding taxes.  The
options represented hereby are subject to certain automatic settlement
provisions in the event of a Change in Control.

     4.     Shares of Common Stock acquired on exercise of any incentive stock
options represented hereby may not be disposed of by the Employee without the
consent of the Company within two years after the Grant Date nor within one
year after the date of exercise, except as otherwise provided in the Plan.

     5.     This option is not transferable otherwise than by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order
and is exercisable, during the lifetime of the Employee, only by the Employee
or the Employee's personal representative or guardian or a transferee pursuant
to a qualified domestic relation order.
<PAGE>
      6.     (a)     This option shall terminate 30 days after the date of the
termination for any reason, other than for , death , or Retirement (as
hereinafter defined), of the employment or other association of the Employee
with the Company or a parent or subsidiary of the Company.  This option shall
not be affected by any change of employment or association as long as the
Employee continues to be employed by or associated with either the Company or
any parent or subsidiary of the Company.

             (b)     Nothing in the Plan or in this Agreement shall confer on
the Employee any right to continue in the employ of or other association with
the Company or any parent or subsidiary of the Company or interfere in any way
with the right of the Company or any parent or subsidiary of the Company to
terminate the employment of the Employee at any time.

             (c)     "Retirement" means the termination of employment or
association due to retirement with the consent of the Committee or on
Disability.  The Committee shall have the sole discretion whether or not to
give consent to a Retirement, which determination shall be final and
conclusive.

             (d)     If the Employee is granted an approved leave of absence,
the Committee may, if it determines that to do so would be in the best
interests of the Company, provide for continuation of this option during such
leave of absence, such continuation to be on such terms and conditions as the
Committee determines to be appropriate, except that in no event shall this
option be exercisable after the dates specified in Section 2.

     7.     The number and kind of shares issuable on exercise of, and the
exercise price of, options represented hereby shall be subject to adjustment as
provided in the Plan.

     8.     If at any time the Board of Directors of the Committee shall
determine in its discretion, that the listing, registration, or qualification
of any of the shares subject to this option upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of this option or the issue or purchase of shares hereunder,
this option may not be exercised in whole or in part unless such listing,
registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors and
the Committee.

     9.     All notices hereunder shall be in writing, and if to the Company,
shall be delivered personally to the Secretary of the Company or mailed to its
principal office, addressed to the attention of the Secretary, and if to the
Employee, shall be delivered personally or mailed to the Employee at the
address noted below.  Such addresses may be changed at any time by notice from
one party to the other.

     10.     All decisions or interpretations made by the Committee with regard
to any question arising hereunder or under the Plan shall be binding and
conclusive on the Company and the Employee.

     11.     This Agreement shall bind and inure to the benefit of the parties
hereto and the successors and assigns of the Company and, to the extent
provided in Section 5, the executors, administrators, legatees, heirs, and
permitted transferees of the Employee.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.


                                       WEBCO INDUSTRIES, INC.


                                       BY:



                                       (Employee)



                                       (Street Address)



                                       (City)               (State)     (zip)
<PAGE>
EXHIBIT B

EXERCISE NOTICE


The undersigned, pursuant to the foregoing option agreement, hereby elects to
exercise purchase rights represented by said option agreement for, and to
purchase thereunder, shares of the Common Stock (the "Shares") covered by said
option agreement and herewith makes payment in full therefor pursuant to such
option agreement.

     1.     If the sale of the Shares and the resale thereof has not, prior to
the date hereof, been registered pursuant to a registration statement filed and
declared effective under the Securities Act of 1933 (the "Act"), the
undersigned hereby agrees, represents, and warrants that:

            (a)     I am acquiring the Shares for my own account (and not for
the account of others) for investment and not with a view to the distribution
of resale thereof;

            (b)     By virtue of my position, I have access to the same kind
of information which would be available in a registration statement filed under
the Act;

            (c)     I am a sophisticated investor;

            (d)     I understand that I may not sell or otherwise dispose of
such shares in the absence of either a registration statement under the Act or
an exemption from the registration provisions of the Act; and

            (e)     The certificates representing such shares may contain a
legend to the effect of (d) above.

     2.     If the sale of the Shares and the resale thereof has been
registered under the Act, the undersigned hereby represents and warrants that
I have received the applicable prospectus and all subsequent reports
incorporated therein by reference.

Very truly yours,




[Name]


Dated:
<PAGE>
Exhibit 5.1
Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson




                                            March 30, 1998



Webco Industries, Inc.
9101 West 21st Street
Sand Springs, Oklahoma 74063

              RE:     REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8, to be filed by
you with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of  shares of your
Common Stock (the "Shares") issued or issuable upon the exercise of options
granted under the 1994 Stock Incentive Plan ("Plan") referred to therein.  As
your counsel in connection with this transaction, we have examined the
proceedings taken and proposed to be taken by you in connection with the
issuance of the Shares.

     It is our opinion that the Shares , when issued and paid for in accordance
with the terms of the Plan, will be legally and validly issued, fully paid, and
nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and any
amendment thereto.

                                            Very truly yours,

                                            HALL, ESTILL, HARDWICK, GABLE,
                                            GOLDEN & NELSON, P.C.
<PAGE>
Exhibit 15.1

Letter of Coopers & Lybrand L.L.P. Re Unaudited Interim Financial Information




                            WEBCO INDUSTRIES, INC.
               LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:     Webco Industries, Inc.
Registration on Form S-8


We are aware that our reports dated November 24, 1997 and February 20, 1998 on
our review of the interim financial information of Webco Industries, Inc. for
the periods ended October 31, 1997 and 1996 and January 31, 1998 and 1997 are
incorporated by reference in the Company's registration statement on Form S-8
(File No. 333-_________).  Pursuant to Rule 436(c) under the Securities Act of
1933, these reports should not be considered a part of the registration
statement prepared or certified by us within the meaning of Sections 7 and 11
of the Act.



COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma 
April 1, 1998 
<PAGE>
Exhibit 23.1
Consent of Coopers & Lybrand L.L.P.




                      CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this Registration Statement on
Form S-8 (File No. 333-__________) of our report dated September 18, 1997, on
our audits of the financial statements of Webco Industries, Inc. as of July 31,
1997 and 1996 and for the years ended July 31, 1997, 1996 and 1995, which
report is included in the Annual Report on Form 10-K for the year ended
July 31, 1997.



COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
April 1, 1998
<PAGE>

                                March 31, 1998


VIA EDGAR

Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549

Re:     Webco Industries, Inc. Registration Statement on  Form  S- 8 
        relating to 1994 Stock Incentive Plan
     
Ladies and Gentlemen:

On  behalf  of Webco Industries, Inc. (the  "Registrant"), I hereby attach (via
EDGAR) for filing under the Securities Act of 1933, as amended (the "Act"),
the  above-described  Registration Statement.  The filing fee in the  amount of
$2,163.00 has been paid.

      The Registrant understands that, pursuant to Rule 456 under the Act, the
Registration  Statement  will  become  effective automatically upon filing.

Should  you  have any questions with regard to  the above, please call the
undersigned, collect, at (918) 241-1094.

                                            Sincerely,

                                            /s/ Michael P. Howard

                                            Michael P. Howard
                                            Vice President
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{"company-data": {"conformed-name": "WEBCO INDUSTRIES INC", "cik": "0000916314", "assigned-sic": "3317", "irs-number": "731097133", "state-of-incorporation": "OK", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49219", "film-number": "98586238"}, "business-address": {"street1": "201 S WOODLAND DR", "city": "SAND SPRINGS", "state": "OK", "zip": "74063", "phone": "9182411000"}, "mail-address": {"street1": "201 S WOODLAND DR", "city": "SAND SPRINGS", "state": "OK", "zip": "74063"}}
As filed with the Securities and Exchange Commission on April 2, 1998

                                                      Registration No. 333-

===============================================================================

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

                                   FORM S-8
                             REGISTRATION STATEMENT

                                    under
                          THE SECURITIES ACT OF 1933

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

                            WEBCO INDUSTRIES, INC.
              (Exact name of issuer as specified in its charter)
                         ---------------------------

            Oklahoma                                        73-1097133
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                          ________________________

         9101 West 21st Street                                   74063
         Sand Springs, Oklahoma                                (Zip Code)
(Address of principal executive offices) 

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

                          1994 Stock Incentive Plan
                         ---------------------------

                                Mike Howard
                           Webco Industries, Inc.
                            9101 West 21st Street
                        Sand Springs, Oklahoma  74063
                              (918) 241-1000
(Name, address and telephone number, including area code, of agent for service)

                         ---------------------------
CALCULATION OF REGISTRATION FEE

===============================================================================

                                  Proposed        Proposed
                                  Maximum         Maximum
  Title of           Amount       Offering        Aggregate      Amount of
 Securities to       to be        Price           Offering       Registration
 be Registered     Registered     Per Unit*       Price*            Fee*
-------------------------------------------------------------------------------
Common Stock,                                                                  
 ($.01 par value)   850,000 **    $ 8.625       $7,331,250.00     $2,163.00
===============================================================================

*Estimated pursuant to rule 457(c).

**Includes awards that may be granted pursuant to the 1994 Stock Incentive Plan
  and an indeterminate number of shares of Common Stock that may become
  issuable pursuant to the antidilution provisions of such Plan.
===============================================================================
PART I
     
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.     PLAN INFORMATION.

     The documents containing the information required by Item I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the Securities Act). Such documents are not
required to be and are not filed with the Commission  either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered to Plan participants pursuant to Rule
428(b), and any additional information about the Plan  and its administrators
are available without charge by contacting:

                            Webco Industries, Inc.
                             9101 West 21st Street
                         Sand Springs, Oklahoma 74063
                                (918) 241-1000
                           David E. Boyer, Secretary

                                    PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed with the Commission by the Company
(Commission File No. 0-23242) for purposes of the information reporting
requirements of the Securities Exchange Act of 1934, as amended (the Exchange
Act) are incorporated herein by reference:

     
1. the Company's Annual Report on Form 10-K for the year ended July 31,
1997;

     2. Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the
year ended July 31, 1997.

     3. the Company's Quarterly Report on Form 10-Q for the three months ended
October 31, 1997; 

     4. the Company's Quarterly Report on Form 10-Q for the three months ended
January  31, 1998;
5. the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated January 14, 1994.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement 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 herein by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
herein by reference will 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
herein by reference 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 hereof.

ITEM 4.     DESCRIPTION OF SECURITIES

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

            None

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Amended and Restated Certificate of Incorporation and
By-Laws authorize the Company to indemnify any present or former director,
officer, employee, or agent of the Company, or a person serving in a similar
post in another organization at the request of the Company, against expenses,
judgments, fines, and amounts paid in settlement incurred by such person in
connection with any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, to the
maximum extent authorized by the Oklahoma General Corporation Act. Section 1031
of the Oklahoma General Corporation Act authorizes a corporation to indemnify
its directors, officers, employees, or agents in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including provisions permitting advances for expenses incurred) arising under
the Securities Act.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.
ITEM 8.  EXHIBITS

Exhibit No.                         Title

   4.1         1994 Stock Incentive Plan (As Amended and Restated)
   4.2         Form of Agreement Pursuant to 1994 Stock Option Plan     
   5.1         Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
  15.1         Letter of Coopers & Lybrand L.L.P. re Interim financial
                 information
  23.1         Consent of Coopers & Lybrand L.L.P.
  23.2         Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
                 (included in Exhibit 5.1)
  24.1         Power of Attorney (included on page 5)

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

ITEM 9.  UNDERTAKINGS

     (a)     The undersigned Registrant hereby undertakes:

          (1)     To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this
                  Registration Statement to;

               (i)     include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;

               (ii)    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)   include any additional or changed material information
                       with respect to the plan of distribution not previously
                       disclosed in the registration statement or any material
                       change to such information in the registration
                       statement; provided, however, that paragraphs (a)(1)(i)
                       and (a)(1)(ii) do not apply if the 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) or the Securities
                       Exchange Act of 1934 that are incorporated by reference
                       in the registration statement.

          (2)     That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating
                  to the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof.
(3)     To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

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

                                  SIGNATURES

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, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sand Springs, State of Oklahoma on
the 30th day of March, 1998.
                                         WEBCO INDUSTRIES, INC.

                                         By: /s/ Dana S. Weber
                                                 Name: Dana S. Weber
                                                 Title: President
POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below
constitutes and appoints Dana S. Weber and Michael P. Howard, and each of them
singly, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities (including his or her capacity
as a director or officer of Webco Industries, Inc.) 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 said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her 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 has been signed by the following persons in the capacities and on the
dates indicated.

/s/ F. William Weber     Chairman of the Board,
F. William Weber         Chief Executive Officer
                         and Director                    Dated:  March 30, 1998

/s/ Dana S. Weber        Vice Chairman of the Board
Dana S. Weber            President, Chief Operating
                         Officer and Director            Dated:  March 30, 1998

/s/ Michael P. Howard    Vice President, Treasurer       Dated:  March 30, 1998
Michael P. Howard        and Chief Financial Officer

/s/ Neven C. Hulsey      Director                        Dated:  March 30, 1998
Neven C. Hulsey

/s/ Frederick C. Ermel   Director                        Dated:  March 30, 1998
Frederick C. Ermel

/s/ Dr. Kenneth E. Case  Director                        Dated:  March 30, 1998
Dr. Kenneth E. Case
Exhibit 4.1

1994 Stock Incentive Plan

                            WEBCO INDUSTRIES, INC.

                           1994 STOCK INCENTIVE PLAN
                           (As Amended and Restated)

1.     Purpose

     The purpose of this 1994 Stock Incentive Plan (the Plan) is to encourage
and enable selected management (including directors) and other key employees of
and consultants to Webco Industries, Inc. (the Company) or a parent or
subsidiary of the Company to acquire a proprietary interest in the Company
through the ownership of Common Stock, par value $.01 per share (the Common
Stock), of the Company.  Such ownership will provide such persons with a more
direct stake in the future welfare of the Company and encourage them to remain
with the Company or a parent or subsidiary of the Company.  It is also expected
that the Plan will encourage qualified persons to seek and accept employment or
other association with the Company or a parent or subsidiary of the Company.
Pursuant to the Plan, such persons may be granted stock options, restricted
stock awards, and stock appreciation rights (collectively, Plan Awards).

     As used herein, the term "parent" or "subsidiary" shall mean any present
or future corporation which is or would be a "parent corporation" or
"subsidiary corporation" of the Company as such terms are defined in Section
424 of the Internal Revenue Code of 1986, as amended (the "Code") (determined as
if the Company were the employer corporation).

2.     Administration of the Plan

     The Plan shall be administered by a committee (the "Committee") of the
Board of Directors of the Company (the "Board").  The Committee may be the
Compensation Committee, if any, or such other committee of the Board to which
the Board shall delegate the authority to administer the Plan and as shall meet
the requirements of the Plan.  The Committee shall consist of not less than two
members of the Board, and only directors who are "non-employee directors", as
such term is defined in Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), shall be appointed members
of the Committee.  No person while a member of the Committee shall be eligible
to receive a Plan Award except as provided in Section 9.

     In administering the Plan, the Committee shall follow any general
guidelines not inconsistent with the Plan established by the Board and may
adopt rules and regulations for carrying out the Plan.  The Committee may
consult with counsel, who may be counsel to the Company, and shall not incur
any liability for any action taken in good faith in reliance upon the advice of
counsel. The interpretation and decision made by the Committee with regard to
any question arising under the Plan shall be final and conclusive on all
persons participating, or eligible to participate in the Plan.  Subject to the
provisions of the Plan and any guidelines established by the Board, the
Committee from time to time shall determine the terms and conditions of all
Plan Awards, including, but not limited to, the persons ("Participants") to
whom, and the time or times at which, Plan Awards shall be granted, the number
of shares subject to each Plan Award, the number of options which shall be
treated as incentive stock options (as described in Section 422 of the Code),
the duration of each option, the specific restrictions applicable to restricted
stock awards and other Plan Awards, and other terms and provisions of each Plan
Award.

     It is the intent of the Company that this Plan and all Plan Awards satisfy,
and be interpreted in a manner that, Participants who are or may be, with
respect to their ownership of Common Stock, directly or indirectly (including
by virtue of any other person being required to report ownership of securities
owned by a Participant) subject to Section 16 of the Exchange Act ("Insiders"),
the Plan and such Plan Awards satisfy the applicable requirements of Rule 16b-3
promulgated under the 1934 Act, so that each Participants will be entitled to
the benefits of such Rule 16b-3, or other exemptive rules under such Section
16, and will not be subjected to avoidable liability thereunder.  If any
provision of this Plan or of any Plan Award would otherwise frustrate or
conflict with the intent expressed in this Section 2, that provision to the
extent possible shall be interpreted and deemed amended so as to avoid such
conflict.  To the extent of any remaining irreconcilable conflict with such
intent, such provision shall be deemed void as applicable to Insiders.

3.     Shares of Stock Subject to the Plan

     Except as provided in Section 12, the aggregate number of shares that may
be issued or transferred pursuant to Plan Awards shall not exceed 850,000
shares of Common Stock.  Such shares of Common Stock available under the Plan
may be authorized and unissued shares or previously issued shares acquired or
to be acquired by the Company and held in treasury.  Any shares subject to a
Plan Award which for any reason terminates, expires, or is forfeited without
the delivery to the holder of the Plan Award of shares of Common Stock or other
consideration may again be subject to a new Plan Award, except that shares
subject to a restricted stock award that are forfeited after the holder thereof
has received dividends or other benefits of ownership (excluding voting rights)
shall not thereafter be available for grant pursuant to the Plan.  If an option
or related stock appreciation right is exercised for shares of Common Stock,
the shares covered by such option shall not thereafter be available for grant
pursuant to the Plan.  Any shares of Common Stock that are used by a recipient
as full or partial payment of withholding or other taxes or of the purchase
price of shares of Common Stock acquired on the exercise of an option shall be
counted against the limit set forth in the first sentence of this Section 3
and shall not thereafter be available for Plan Awards, except that such shares
shall be available for Plan Awards to persons who are not Insiders.

4.     Eligibility

     Plan Awards may be granted to management (including directors) and other
key employees who are employed by, and consultants to, the Company or a parent
or subsidiary of the Company.

5.     Granting of Plan Awards

     All Plan Awards shall be granted within 10 years from January 19, 1994.
Except for automatic grants provided in Section 9, the date of the grant of any
Plan Award shall be the date on which the Committee authorizes the grant of
such Plan Award.

6.     Options

     Options shall be evidenced by stock option agreements in such form, not
inconsistent with the Plan, as the Committee shall approve from time to time,
which agreements need not be identical, and shall be subject to the following
terms and conditions and such other terms and conditions as the committee may
prescribe:
(a)     Option Price.  The exercise price of each stock option shall
be not less than 50% of the Fair Market Value (as defined below) of the Common
Stock at the date the option is granted and not less than the par value of the
Common Stock. In the case of an incentive stock option granted to a Participant
owning more than 10% of the total combined voting power of all classes of stock
of the Company or of any parent or subsidiary of the Company (a "10%
Stockholder"), actually or constructively under Section 424(d) of the Code, the
exercise price shall not be less than 110% of the Fair Market Value of the
Common Stock subject to the option at the date of its grant.

     (b)     Medium and Time of Payment.  Shares of Common Stock purchased
pursuant to the exercise of an option shall at the time of purchase be paid for
in full in cash, or with shares of Common Stock, or a combination of cash and
Common Stock to be valued at the Fair Market Value thereof on the date of such
exercise; provided, however, that any shares of Common Stock so delivered shall
have been beneficially owned by the optionee for a period of not less than six
months prior to the date of exercise.  Upon receipt of payment and such
documentation as the Company may deem necessary to establish compliance with
the Securities Act of 1933, as amended (the "1933 Act"), the Company shall,
without stock transfer tax to the optionee or other person entitled to exercise
the option, deliver to the person exercising the option a certificate or
certificate for such shares.  It shall be a condition to the performance of the
Company's obligation to issue or transfer Common Stock upon exercise of an
option or options that the optionee pay, or make provision satisfactory to the
Company for the payment of, any taxes (other than stock transfer taxes) which
the Company is obligated to collect with respect to the issue or transfer of
Common Stock upon such exercise, including any Federal, state, or local
withholding taxes.  At the discretion of the Committee, or as may be provided
in the option agreement evidencing any option, such taxes may be, or may be
required to be, paid in cash or by tender of the option holder or withholding
by the Company of the number of shares of Common Stock whose Fair Market Value
equals the amount required to be withheld.  At the discretion of the Committee,
such taxes may be paid by the Company.

     (c)     Waiting and Exercise Period.  The waiting period and time for
exercising an option shall be prescribed by the Committee in each particular
case; provided, however, that (i) no option may be exercised after 10 years
from the date it is granted and (ii) in the case of an incentive stock option
granted to a 10% Stockholder, such option, by its terms, shall be exercisable
only within five years from the date of grant.

     (d)     Reload Options.  The Committee shall have the authority (but not
any obligation) to include within any option agreement a provision of entitling
the optionee to a further option (a "Reload Option") if the optionee exercises
the option evidenced by the option agreement, in whole or in part, by
surrendering other shares of Common Stock of the Company held by the optionee
for at least six months prior to such date of surrender in accordance with the
Plan and the terms and conditions of the option agreement.  Any such Reload
Option shall not be an incentive stock option, shall be for a number of shares
of Common Stock equal to the number of surrendered shares, shall be exercisable
at a price equal to the Fair Market Value of the Common Stock on the date of
exercise of such original option, shall become exercisable if the shares
purchased by the optionee pursuant to the option agreement are held for a
minimum period of time established by the committee, and shall be subject to
such other terms and conditions as the Committee may determine.

     (e)     Fair Market Value.  The "Fair Market Value" per share of the
Common Stock on any date shall be the closing price on the trading day
immediately preceding the date in question, where the "closing price" on any
day is (i) the last reported sales price regular way or, in case no such
reported sale takes place on such day, the closing bid price regular way,
in either case on the principal national securities exchange (including, for
purposes hereof, the NASDAQ National Market System) on which the Common Stock
is listed or admitted to trading, (ii) if on such date the Common Stock is not
listed or admitted to trading on any national securities exchange, the highest
reported bid price for the Common Stock as furnished by the National
Association of Securities Dealers, Inc. through NASDAQ or a similar
organization if NASDAQ is no longer reporting such information, or (iii) if on
such date the Common Stock is not listed or admitted to trading on any national
securities exchange and is not quoted by NASDAQ or any similar organization,
the Fair Market Value of a share of Common Stock on such date, as determined in
good faith by the Committee in a manner consistent with the requirements of the
Code, whose determination shall be conclusive absent manifest error, shall be
used.

     (f)     Incentive Stock Options.  No incentive stock options shall be
granted to any person, if, giving effect to such grant, the Fair Market Value
at the date of such grant of the Common Stock (or other capital stock of the
Company) which first becomes purchasable in any calendar year under all
incentive stock options held by such person under the Plan and any other plans
of the Company any parent or subsidiary shall exceed $100,000.  Incentive stock
options shall not be issued to directors or consultants who are not also
employees of the Company or a parent or subsidiary.  Without the written
consent of the Company, no stock acquired by an optionee upon exercise of an
incentive stock option granted hereunder may be disposed of by the optionee
within two years from the date such incentive stock option was granted, nor
within one year after the transfer of such stock to the optionee; provided,
however, that (i) a transfer to a trustee, receiver, or other fiduciary in any
insolvency proceeding, as described in Section 422(c)(3) of the code, shall not
be deemed to be such a disposition and (ii) if Section 422 of the Code is
a mended during the term of the Plan, the Committee may modify the Plan
consistent with such amendment.

7.     Restricted Stock Awards

     Restricted stock awards shall be evidenced by agreements in such form, not
inconsistent with the Plan, as the Committee shall approve from time to time,
which agreements need not be identical, and shall be subject to the following
terms and conditions and such other terms and conditions as the Committee may
prescribe:

     (a)     Forfeiture Period.  The period and time during, and the conditions
and restrictions under, which a restricted stock award is subject to forfeiture
(the Restriction Period) shall be prescribed by the Committee in each
particular case, subject to the provisions of Section 11.

     (b)     Restrictive Legend and Stock Power.  Each certificate evidencing
shares of Common Stock subject to a restricted stock award shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such restricted stock award.  The Committee may prescribe that
the certificates evidencing such shares be held in escrow by a bank or other
institution, or that the Company may itself hold such shares in escrow, until
the restrictions thereon shall have lapsed and may require, as a condition of
any restricted stock award, that the recipient shall have delivered a stock
power endorsed in blank relating to the shares of Common Stock subject to the
restricted stock award.  Upon the termination of the Restriction Period with
respect to any shares of Common Stock subject to a restricted stock award, the
certificate evidencing such shares will be delivered out of escrow subject to
the satisfaction by the recipient of applicable Federal and state securities
laws and withholding tax requirements, including any Federal, state, or local
withholding taxes.  At the discretion of the Committee, or as may be provided
in the agreement evidencing any option, such taxes may be paid, or may be
required to be paid ,in cash or by tender of the holder of restricted stock or
withholding by the Company of the number of shares of Common Stock whose Fair
Market Value equals the amount required to be withheld.  At the discretion of
the Committee, such taxes may be paid by the Company.
8.     Stock Appreciation Rights

     Stock appreciation rights shall be evidenced by agreements (which, in the
case of stock appreciation rights related to a stock option, may be included as
part of the agreement evidencing such option) in such form, not inconsistent
with the Plan, as the Committee shall approve from time to time, which
agreements need not be identical, and shall be subject to the following terms
and conditions and such other terms and conditions as the Committee may
prescribe:

     (a)     Definition.  A stock appreciation right means a right granted
pursuant to the Plan to receive, upon the exercise of such right, up to the
excess of (i) the Fair Market Value of one share of Common Stock on the date of
exercise or at any time during a specified period before the date of exercise
over (ii) the Fair Market Value of one s hare of Common Stock on the date of
grant.  Any payment by the Company in respect of such right may be made in
cash, shares of Common Stock, other property, or any combination thereof, as
the Committee, in its sole discretion, shall determine or as shall be provided
in the agreement evidencing such stock appreciation right.

     (b)     Grant and Termination.  Stock appreciation rights may be granted
either alone or in addition to other Plan Awards granted under the Plan and
may, but need not, relate to a specific stock option granted under the Plan.
The provisions of stock appreciation rights need not be the same with respect
to each participant.  Any stock appreciation right related to a stock option
may be granted at the same time such stock option is granted or at any time
thereafter before exercise or expiration of such stock option.  In the case of
any stock appreciation right related to any stock option, the stock
appreciation right or applicable portion thereof shall terminate and no longer
be exercisable upon the termination or exercise of the related stock option or
portion thereof, except that a stock appreciation right granted with respect to
less than the full number of shares of Common Stock covered by a related stock
option shall only be reduced when the exercise or termination of the related
stock option exceeds the number of shares not covered by the stock appreciation
right.  Any  stock option related to any stock appreciation right shall no
longer be exercisable to the extent the related stock appreciation right has
been exercised.

     (c)     Number of Rights.  If any agreement evidencing a stock
appreciation right which does not relate to any option shall provide that such
stock appreciation right may be settled only in cash (a cash-only right), the
number of shares of Common Stock to which such cash-only right relates shall
not be deducted from the limit set forth in Section 3; provided that the number
of cash-only rights which may be issued in any fiscal year of the Company shall
not exceed 50,000.  Except with respect to cash-only rights, the committee, for
purposes of determining compliance with the limit set forth in Section 3, shall
estimate the number of shares of Common Stock expected to be issued on
settlement of any stock appreciation right, taking into account any intention
of the Committee to require settlement in cash.

     (d)     Exercise by Insiders.  No stock appreciation right may be
exercised by an Insider unless such exercise is exempt from Section 16(b) of
the 1934 Act pursuant to Rule 16b-3 promulgated thereunder or otherwise.

9.     Non-Employee Directors

     Each director of the Company who is not an employee of the Company or any
parent or subsidiary (a "Non-Employee Director") shall receive Plan Awards as
follows:
(a)     Current Directors.  On the date of approval of this Plan by the
Board, each Non-Employee Director shall receive an option to purchase 3,000
shares of Common Stock, subject, in each case, to adjustment as provided in
Section 12.

     (b)     New Directors.  Upon the date of his initial election or
appointment as a member of the Board, each new Non-Employee Director who
previously has not been granted Plan Awards shall receive an option to purchase
3,000 shares of Common Stock, subject, in each case, to adjustment as provided
in Section 12.

     (c)     Annual Grants.  Each Non-Employee Director, upon the anniversary
of his or her initial grant pursuant to Section 9(a) or 9(b), if he or she
remains a member of the Board as of such anniversary, shall receive an option
to purchase 1,500 shares of Common Stock, subject to adjustment as provided in
Section 12.

     (d)     Options.  The exercise price per share of any option granted
pursuant to this Section 9 shall be 100% of the Fair Market Value of a share of
Common Stock on the date of grant (except for grants pursuant to Section 9(a),
which shall be exercisable at a price per share equal to the initial public
offering price in the Company's initial public offering), subject to adjustment
as provided in Section 12.  Each option granted pursuant to this Section 9
shall be exercisable six months after the date of grant and shall terminate 10
years from the date of grant (unless earlier exercised or terminated in
accordance with the Plan).  No option granted pursuant to this Section 9 shall
provide for Reload Options or be accompanied by stock appreciation rights.

     (e)     Non-Committee Members.  Nothing in this Section 9 shall limit the
authority of the Committee to grant Plan Awards to Non-Employee Directors who
are not members of the Committee.

10.     Death, Retirement, and Termination of Employment or Association

     (a)     General.  An option or stock appreciation right which has not
theretofore expired shall terminate on the date of the termination for cause or
30 days after the date of the termination for any reason, other than for cause,
death, or Retirement (as defined in Section 10(b)), of the holder's employment
or association with the Company or a parent or subsidiary of the Company
(including by reason of any event as a result of which a parent or subsidiary
ceases to be such), subject to the condition that no option or stock
appreciation right granted in connection with an option may be exercised in
whole or in part after the expiration date of the option or more than 10 years
after the date of grant of such option or stock appreciation right.

     (b)     Retirement and Non-Qualified Options.  With respect to
non-qualified options and stock appreciation rights, upon the termination of
employment or association due to retirement with the consent of the Committee
or Disability (as hereinafter defined) (collectively, "Retirement"), the holder
of such Award Option or stock appreciation right may, during a period (the
"Retirement Period") which is the longer of (i) up to 10 years after the date
of grant of such option or stock appreciation right, such period to be set on a
case by case basis by the Committee, and (ii) three years from the date of such
termination, exercise such stock appreciation right or purchase some or all of
the shares covered by such non-qualified stock option which was exercisable
under the Plan immediately prior to such termination.  "Disability" shall have
the meaning provided in Section 22(e)(3) of the code.

     (c)     Retirement and Incentive Options.  With respect to incentive stock
options, upon the termination of the employment of any such employee due to
Retirement, the employee may, within three months after the date of such
termination (12 months in the case of Disability), purchase some or all of the
shares covered by an incentive stock option which was exercisable under the
Plan immediately prior to such termination and shares not purchased within
three months (12 months in the case of Disability) after the date of
termination due to Retirement under such incentive stock option may be
purchased during the Retirement Period but will be non-qualified stock options
stock and not incentive stock option stock; provided, however, that, prior to
such purchase, the option will remain subject to the provisions of the Plan
governing incentive stock options.

     (d)     Death.  Upon the death of any holder of any option or stock
appreciation right while in active service or of the death of any disabled or
retired person within the periods referenced in Sections 10(b) and 10(c), the
person or persons to whom such holder's rights under an option or stock
appreciation right are transferred by will or the laws of descent and
distribution may, within 12 months after the date of such person's death,
exercise such stock appreciation right or purchase some or all of the shares to
which such person was entitled pursuant to the exercise of an option under the
Plan on the date of his death.

     (e)     Leaves of Absence.  Leaves of absence pursuant to Section 14(d)
shall not be deemed terminations or interruptions of employment or other
association.

11.     Acceleration of Vesting

     (a)     Acceleration.  Immediately upon the occurrence of a Change in
Control of the Company, except as specifically otherwise provided by the terms
of an agreement relating to a particular Plan Award,

             (i)     all options and stock appreciation rights shall
immediately become exercisable in full, including that portion of any option or
stock appreciation right that had not become exercisable, and the Company
shall afford each holder of an option the opportunity to exercise such right
prior to its settlement pursuant to Section 11(b), and

             (ii)     all restricted stock awards shall immediately vest and no
longer be subject to forfeiture.

     (b)     Settlement.  Immediately following the occurrence of any Change in
Control,

            (i)     each stock appreciation right not theretofore exercised
shall be settled by a payment to the holder thereof by the Company in cash of
the amount to which the holder thereof would have been entitled (on a basis as
if the Fair Market Value was determined as provided in Section 11(b)(iii)) had
he exercised such right on the Change in Control Date (immediately prior to the
occurrence of such Change in Control, if it occurred on the Change in Control
Date), and thereafter shall be deemed terminated, and

            (ii)     each stock option not theretofore exercised shall be
settled by a payment to the holder thereof by the Company in cash of an amount
equal to the excess of the Fair Market Value on the Change in Control Date over
the exercise price of such option, multiplied by the number of shares of Common
Stock for which each option is exercisable immediately prior to the Change in
Control, and thereafter shall be deemed terminated, provided, that,

            (iii)     in each case, for purposes of the foregoing, the Fair
Market Value on the Change in Control Date shall be the higher of the Fair
Market Value, as defined, on such date and the Change in Control Price,
(iv)     in the case of an option with a related stock appreciation
right, whichever of such option or such stock appreciation right entitled the
holder to the greatest payment shall be settled pursuant to Section 11(b)(i) or
(ii), and the other shall be terminated without any further payment,

            (v)     in the case of any option or stock appreciation right which
had been granted to an Insider within the six-month period preceding the Change
in Control Date, such settlement shall be delayed until such time as such
settlement would not cause such Insider to realize liability under Section 16
(b) of the 1934 Act, and

     (vi)     no settlement shall be made pursuant to this Section 11(b) of any
option or stock appreciation right held by an Insider who has control over the
timing or occurrence of the Change in Control.

     (c)     Change in Control.  A "Change in Control" shall mean:

            (i)     consummation of

                   (A)     any consolidation or merger of the Company in which
                           the persons who are the stockholders of the Company
                           immediately prior to such consolidation or merger do
                           not own at least a majority of each of the common
                           stock and of the combined voting power of the then
                           outstanding capital stock of the continuing or
                           surviving corporation in such merger, provided that
                           no Change in Control shall be deemed to have
                           occurred if persons having effective control over
                           the affairs of the Company immediately prior to such
                           consolidation or merger have effective control over
                           such continuing or surviving corporation; or

                   (B)     any sale, lease, exchange, or other transfer (in one
                           transaction or a series of related transactions) of
                           all, or substantially all, of the assets of the
                           Company; or

            (ii)     approval by the stockholders of the Company of any plan or
proposal for the liquidation or dissolution of the Company; or

            (iii)     any "person," including a "group" as determined in
accordance with Sections 13(d) and 14(d) of the 1934 Act and the rules and
regulations thereunder, becoming the beneficial owner (within the meaning of
Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of 30%
or more of the combined voting power of the Company's then outstanding capital
stock, whether by means of open-market purchases, tender offer, or otherwise,
provided that no Change in Control shall be deemed to have occurred as a result
of the ownership of any capital stock by the Company, any subsidiary of the
Company, any employee benefit plan of the Company, or any member of the Weber
Family; or

           (iv)     individuals who constitute the board on December 1, 1993
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board, provided that any person becoming a director subsequent to
December 1, 1993, whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
comprising the Incumbent Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination) shall be considered as though
such person were a member of the Incumbent Board.
(d)     "Change in Control Date".  "Change in Control Date" shall mean the
(i) in the case of a Change in Control described in Section 11(c)(i), (ii), or
(iv), the date of occurrence thereof, and (ii) in the case of a Change in
Control described in Section 11 (c)(iii), the date on which the Company first
obtains knowledge of the occurrence thereof.

     (e)     "Change in Control Price".  "Change in Control Price" means (i) in
the case of a Change in Control described in Section 11(c)(i), the amount paid
or to be paid in or as a result of such merger, consolidation, or other
transaction per share of Common Stock, (ii) in the case of a Change in Control
described in Section 11(c)(iii), the highest price per share of Common Stock
paid to acquire Common Stock by the person described therein in the one-year
preceding the Change of Control Date or in the transaction which results in the
Change of Control, and (iii) in the case of a Change in Control described in
Section 11(c)(ii) or (iv), the highest price per share of Common Stock paid to
acquire Common Stock by any person (other than a member of the Weber Family)
proposing such liquidation or distribution, or becoming or nominating a person
for election as a director without the approval of the Incumbent Board.

     (f)     "Weber Family".  "Weber Family" means (i) F. William Weber,
Martha A. Weber, Dana S. Weber, Kimberly A.W. Frank, and Ashley R. Weber; (ii)
any lineal descendants of any such person (including by adoption); (iii) any
trust all of the beneficiaries (other than contingent beneficiaries) of which
are members of the Weber Family (or their estates); (iv) any charitable trust,
charitable foundation, or other charitable entity if and so long as a majority
of the trustees, directors, or members of a similar managing body of such trust,
foundation, or entity are members of the Weber Family; and (v) any corporation,
limited partnership, general partnership, limited liability company, or other
entity if and so long as members of the Weber Family beneficially own equity
interests in such entity enabling them to effectively control the voting and
disposition of Common Stock owned by such entity.

12.     Adjustments Upon Changes in Capitalization

     (a)     If dividends payable in Common Stock during any fiscal year of the
Company exceed in the aggregate 5% of the Common Stock issued and outstanding
at the beginning of such fiscal year, or if there is during any fiscal year of
the Company one or more splits, subdivisions, or combinations of shares of
Common Stock resulting in an increase or decrease by more than 5% of the shares
of Common Stock outstanding at the beginning of the year, the number of shares
of Common Stock available under the Plan shall be increased or decreased
proportionately, as the case may be, and the exercise price and number of
shares of Common Stock deliverable upon the exercise thereafter of any options
theretofore granted shall be increased or decreased proportionately, as the
case may be, without change in the aggregate purchase price.  Common Stock
dividends, splits, subdivisions, or combinations during any fiscal year which
do not exceed in the aggregate 5% of the Common Stock issued and outstanding at
the beginning of such year shall be ignored for purposes of the Plan.  All
adjustments shall be made as of the day such action necessitating such
adjustment becomes effective.

     (b)     In the case of any change or reclassification of the Common Stock,
including by reason of any merger, consolidation, or sale of all or
substantially all of the assets of the Company, and including a change into a
right to receive cash or other property, but excluding a change or
reclassification provided for in Section 12(a), (i) the holder of each option
shall thereafter be entitled, upon exercise of such option, to receive the kind
and amount of securities, property, or cash, or any combination thereof,
receivable upon such change or reclassification by a holder of the number of
shares of Common Stock for which such option might have been exercised (without
regard to any waiting or vesting period) immediately prior to such change or
reclassification and (ii) the holder of each stock appreciation right shall be
entitled to receive, upon exercise thereof, the excess, if any, of the fair
market value (determined in a manner consistent with the definition of Fair
Market Value in Section 6(e)) of the securities, property, or cash, or
combination thereof, receivable upon such change or reclassification by a
holder of one share of Common Stock over the grant price of such stock
appreciation right.

     (c)     In the event that the Committee shall determine that any event not
specifically provided for in Sections 12(a) and (b) affects the shares of
Common Stock such that an adjustment is determined by the Committee to be
appropriate to prevent dilution or enlargement of Participants' rights under
the Plan, then the Committee shall, in such manner as it may deem equitable,
adjust any or all of (i) the number and kind of shares which may thereafter be
issued in connection with Plan Awards; (ii) the number and kind of shares
issued or issuable in respect of outstanding Plan Awards; and (iii) the
exercise price, grant price, or purchase price relating to any Plan Award or,
if deemed appropriate, make provision for a cash payment with respect to any
outstanding Plan Award; provided, however, in each case, that, with respect to
incentive stock options, no such adjustments shall be authorized to the extent
that such adjustment would cause the Plan to violate Section 422(b)(2) of the
Code or any successor provision thereto.

     (d)     Notwithstanding the foregoing, no adjustments referred to above
shall be made as a result of the stock split to be effected in connection with
the Company's initial public offering.

13.     Effectiveness, Termination, and Amendment of the Plan

     (a)     The Plan became effective as to 550,000 shares of Common Stock on
January 19, 1994, the date of its adoption by the favorable vote of a majority
of the Board, and the subsequent approval by the stockholders of the Company
within the 12 months next following such adoption by the Board.  The Plan
became effective as to an additional 300,000 shares of Common Stock on March 5,
1998, the date of the adoption by the favorable vote of a majority of the Board
of such additional shares, subject, however, to approval by the stockholders of
the Company within the 12 months next following such adoption by the Board. If
such stockholder approval is not obtained, the Plan and any and all Plan Awards
granted during such interim period shall remain in full force and effect as to
550,000 shares of Common Stock.  The Plan shall, in all events, terminate on
January 19, 2004, or on such earlier date as the Board may determine.  Any
option or stock appreciation right outstanding  at the termination date shall
remain outstanding until it has either expired or has been exercised.  Any
restricted stock award outstanding at the termination date shall remain subject
to the term of the Plan until the restrictions thereon shall have lapsed.

     (b)     The Board shall have the right to amend, suspend, or terminate the
Plan at any time; provided, however, that (i) no such action shall affect or in
anyway impair the rights of a Participant under any Plan Award theretofore
granted; (ii) unless first duly approved by the stockholders of the Company
entitled to vote thereon at a meeting (which may be the annual meeting) duly
called and held for such purpose, except as provided in Section 12, or by a
consent of stockholders, no amendment or change shall be made in the Plan:  (A)
increasing the total number of shares of Common Stock which may be issued or
transferred under the Plan; (B) changing the provisions of Section 6(a); (C)
extending the period during which Plan Awards may be granted or exercised; or
(D) changing the designation of persons eligible to receive Plan Awards; and
iii) the provisions of Section 9 may not be amended more than once every six
months except to comport with changes in the Code or the Employee Retirement
Income Security Act or the rules thereunder.
14.     Miscellaneous Provisions

     (a)     Rights as an Employee, Director, or Consultant.  Nothing in the
Plan, the grant or holding of a Plan Award, or in any agreement entered into
pursuant to the Plan shall confer to holders of Plan Awards any right to
continue in the employ of or other association with the Company or any parent
or subsidiary of the Company or interfere in any way with the right of the
Company or any parent or subsidiary of the Company to terminate such employment
or other association of a Participant at anytime.

     (b)     Rights as a Stockholder.  Except as provided in Section 14(c), a
holder of a restricted stock award shall have all of the rights of a
stockholder with respect to all of the shares of Common Stock subject to the
restricted stock award, including, without limitation, the right to vote such
shares and to receive dividends in cash or other property or other
distributions or rights in respect to such shares.  A holder of a Plan Award
(other than a restricted stock award) shall have no rights as a stockholder
with respect to any shares issuable or transferable upon exercise thereof until
the date a stock certificate is issued to him for such shares and, except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.

     (c)     Non-Assignability of Plan Awards.  No Plan Award shall be
assignable or transferable by the recipient, except (i) by will or by the laws
of descent and distribution or (ii) pursuant to a qualified domestic relations
order (as defined in the Code or the Employee Retirement Income Security Act or
the rules thereunder), provided that such restriction on the transfer or
assignment of a restricted stock award shall expire upon the date of expiration
of the related Restriction Period.  During the lifetime of a recipient ( or
transferee pursuant to Section 14(c)(ii)), Plan Awards shall be exercisable
only by him or his personal representative or guardian.  No Plan Award or
interest therein may be pledged, attached, or otherwise encumbered other than
in favor of the Company.

     (d)     Leave of Absence.  In the case of a holder of a Plan Award on an
approved leave of absence, the Committee may, if it determines that to do so
would be in the best interests of the Company, provide in a specific case for
continuation of Plan Awards during such leave of absence, such continuation to
be on such terms and conditions as the Committee determines to be appropriate,
except that in no event shall an option or stock appreciation right be
exercisable after 10 years from the date it is granted.

     (e)     Other Restrictions.  Each Plan Award shall be subject to the
requirement that, if at any time the Board or the Committee shall determine, in
its discretion, that the listing, registration, or qualification of the shares
issuable or transferable upon exercise thereof upon any securities exchange or
under any state or Federal law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the granting of such Plan Award or the issue, transfer, or purchase of
shares thereunder, such Plan Award may not be exercised in whole or in part
unless such listing, registration, qualification, consent, or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board.  The Company shall not be obligated to sell or issue any shares of
Common Stock in any manner in contravention of the 1933 Act or any state
securities law.
Exhibit 4.2

Form of Stock Option Agreement

WEBCO INDUSTRIES, INC.
AGREEMENT PURSUANT TO THE
1994 STOCK OPTION PLAN

     AGREEMENT, dated ____________  between WEBCO INDUSTRIES, INC. (The
"Company") and [Name] (the "Employee") an employee or director of or consultant
to the Company or a parent or subsidiary of the Company.

     The Compensation Committee of the Board of Directors of the Company (the
"Company"), on ___________ (the "Grant Date"), pursuant to the 1994 Stock
Incentive Plan, a copy of which is annexed hereto as Exhibit A (the "Plan"),
granted to the Employee an option to purchase shares of the common stock, par
value $.01 per share, of the Company (the "Common Stock"), as hereafter set
forth and authorized the execution and delivery of this Agreement.

     Accordingly, the parties hereto agree as follows:

     1.     The Employee is granted the option to purchase from the Company,
subject to and under the terms and conditions set forth in this Agreement and
the Plan, all or any part of _______  shares of Common Stock of the Company.
these options shall be treated as incentive stock options and shall have an
exercise price of $______  per share.

     2.     The incentive stock options shall become exercisable in 5
substantially equal installments, the first such installment to become
exercisable on the first anniversary of the Grant Date and the remaining
installments to become exercisable on each subsequent anniversary thereof until
all such options have become exercisable.  The vesting periods set forth above
are subject to acceleration upon a Change in Control (as defined in the Plan),
as provided in the Plan.  All of the options represented hereby shall terminate
on the tenth anniversary of the Grant Date.  Any option not exercised within
the period specified herein shall terminate.

     3.     Stock purchased pursuant to this Agreement shall be paid for in
full at the time of purchase.  Payment may be made either with cash, Common
Stock, or a combination of the two, provided that any shares of Common Stock so
delivered must have been beneficially owned by the Employee for a period of not
less that six months prior to the date of exercise.  If payment is made in
whole or part by tender of shares of Common Stock, such shares shall be valued
at the Fair Market Value thereof, as such term is defined in the Plan.  Upon
receipt of written notice of exercise in the form attached hereto as Exhibit B
together with payment and delivery of any other required documentation, the
Company shall deliver to the person exercising the option a certificate for
such shares.  It shall be a condition to the performance of the Company's
obligation to issue or transfer Common Stock upon exercise of this option that
the Employee pay, or make provision satisfactory to the Company for the payment
of, any taxes (other than stock transfer taxes) which the Company is obligated
to collect with respect to the issue or transfer of Common Stock upon such
exercise, including any Federal, state, or local withholding taxes.  The
options represented hereby are subject to certain automatic settlement
provisions in the event of a Change in Control.

     4.     Shares of Common Stock acquired on exercise of any incentive stock
options represented hereby may not be disposed of by the Employee without the
consent of the Company within two years after the Grant Date nor within one
year after the date of exercise, except as otherwise provided in the Plan.

     5.     This option is not transferable otherwise than by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order
and is exercisable, during the lifetime of the Employee, only by the Employee
or the Employee's personal representative or guardian or a transferee pursuant
to a qualified domestic relation order.
6.     (a)     This option shall terminate 30 days after the date of the
termination for any reason, other than for , death , or Retirement (as
hereinafter defined), of the employment or other association of the Employee
with the Company or a parent or subsidiary of the Company.  This option shall
not be affected by any change of employment or association as long as the
Employee continues to be employed by or associated with either the Company or
any parent or subsidiary of the Company.

             (b)     Nothing in the Plan or in this Agreement shall confer on
the Employee any right to continue in the employ of or other association with
the Company or any parent or subsidiary of the Company or interfere in any way
with the right of the Company or any parent or subsidiary of the Company to
terminate the employment of the Employee at any time.

             (c)     "Retirement" means the termination of employment or
association due to retirement with the consent of the Committee or on
Disability.  The Committee shall have the sole discretion whether or not to
give consent to a Retirement, which determination shall be final and
conclusive.

             (d)     If the Employee is granted an approved leave of absence,
the Committee may, if it determines that to do so would be in the best
interests of the Company, provide for continuation of this option during such
leave of absence, such continuation to be on such terms and conditions as the
Committee determines to be appropriate, except that in no event shall this
option be exercisable after the dates specified in Section 2.

     7.     The number and kind of shares issuable on exercise of, and the
exercise price of, options represented hereby shall be subject to adjustment as
provided in the Plan.

     8.     If at any time the Board of Directors of the Committee shall
determine in its discretion, that the listing, registration, or qualification
of any of the shares subject to this option upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of this option or the issue or purchase of shares hereunder,
this option may not be exercised in whole or in part unless such listing,
registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors and
the Committee.

     9.     All notices hereunder shall be in writing, and if to the Company,
shall be delivered personally to the Secretary of the Company or mailed to its
principal office, addressed to the attention of the Secretary, and if to the
Employee, shall be delivered personally or mailed to the Employee at the
address noted below.  Such addresses may be changed at any time by notice from
one party to the other.

     10.     All decisions or interpretations made by the Committee with regard
to any question arising hereunder or under the Plan shall be binding and
conclusive on the Company and the Employee.

     11.     This Agreement shall bind and inure to the benefit of the parties
hereto and the successors and assigns of the Company and, to the extent
provided in Section 5, the executors, administrators, legatees, heirs, and
permitted transferees of the Employee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.

                                       WEBCO INDUSTRIES, INC.

                                       BY:

                                       (Employee)

                                       (Street Address)

                                       (City)               (State)     (zip)
EXHIBIT B

EXERCISE NOTICE

The undersigned, pursuant to the foregoing option agreement, hereby elects to
exercise purchase rights represented by said option agreement for, and to
purchase thereunder, shares of the Common Stock (the "Shares") covered by said
option agreement and herewith makes payment in full therefor pursuant to such
option agreement.

     1.     If the sale of the Shares and the resale thereof has not, prior to
the date hereof, been registered pursuant to a registration statement filed and
declared effective under the Securities Act of 1933 (the "Act"), the
undersigned hereby agrees, represents, and warrants that:

            (a)     I am acquiring the Shares for my own account (and not for
the account of others) for investment and not with a view to the distribution
of resale thereof;

            (b)     By virtue of my position, I have access to the same kind
of information which would be available in a registration statement filed under
the Act;

            (c)     I am a sophisticated investor;

            (d)     I understand that I may not sell or otherwise dispose of
such shares in the absence of either a registration statement under the Act or
an exemption from the registration provisions of the Act; and

            (e)     The certificates representing such shares may contain a
legend to the effect of (d) above.

     2.     If the sale of the Shares and the resale thereof has been
registered under the Act, the undersigned hereby represents and warrants that
I have received the applicable prospectus and all subsequent reports
incorporated therein by reference.

Very truly yours,

[Name]

Dated:
Exhibit 5.1
Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson

                                            March 30, 1998

Webco Industries, Inc.
9101 West 21st Street
Sand Springs, Oklahoma 74063

              RE:     REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8, to be filed by
you with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of  shares of your
Common Stock (the "Shares") issued or issuable upon the exercise of options
granted under the 1994 Stock Incentive Plan ("Plan") referred to therein.  As
your counsel in connection with this transaction, we have examined the
proceedings taken and proposed to be taken by you in connection with the
issuance of the Shares.

     It is our opinion that the Shares , when issued and paid for in accordance
with the terms of the Plan, will be legally and validly issued, fully paid, and
nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and any
amendment thereto.

                                            Very truly yours,

                                            HALL, ESTILL, HARDWICK, GABLE,
                                            GOLDEN & NELSON, P.C.
Exhibit 15.1

Letter of Coopers & Lybrand L.L.P. Re Unaudited Interim Financial Information

                            WEBCO INDUSTRIES, INC.
               LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:     Webco Industries, Inc.
Registration on Form S-8

We are aware that our reports dated November 24, 1997 and February 20, 1998 on
our review of the interim financial information of Webco Industries, Inc. for
the periods ended October 31, 1997 and 1996 and January 31, 1998 and 1997 are
incorporated by reference in the Company's registration statement on Form S-8
(File No. 333-_________).  Pursuant to Rule 436(c) under the Securities Act of
1933, these reports should not be considered a part of the registration
statement prepared or certified by us within the meaning of Sections 7 and 11
of the Act.

COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma 
April 1, 1998
Exhibit 23.1
Consent of Coopers & Lybrand L.L.P.

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on
Form S-8 (File No. 333-__________) of our report dated September 18, 1997, on
our audits of the financial statements of Webco Industries, Inc. as of July 31,
1997 and 1996 and for the years ended July 31, 1997, 1996 and 1995, which
report is included in the Annual Report on Form 10-K for the year ended
July 31, 1997.

COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
April 1, 1998
March 31, 1998

VIA EDGAR

Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549

Re:     Webco Industries, Inc. Registration Statement on  Form  S- 8 
        relating to 1994 Stock Incentive Plan
     
Ladies and Gentlemen:

On  behalf  of Webco Industries, Inc. (the  "Registrant"), I hereby attach (via
EDGAR) for filing under the Securities Act of 1933, as amended (the "Act"),
the  above-described  Registration Statement.  The filing fee in the  amount of
$2,163.00 has been paid.

      The Registrant understands that, pursuant to Rule 456 under the Act, the
Registration  Statement  will  become  effective automatically upon filing.

Should  you  have any questions with regard to  the above, please call the
undersigned, collect, at (918) 241-1094.

                                            Sincerely,

                                            /s/ Michael P. Howard

                                            Michael P. Howard
                                            Vice President