AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2000


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  ABC-NACO INC.
             (Exact name of registrant as specified in its charter)

     DELAWARE                                            36-3498749
     (State  or  other  jurisdiction of                  (I.R.S. Employer
     incorporation  or  organization)                    Identification  No.)

                              2001 BUTTERFIELD ROAD
                                    SUITE 502
                          DOWNERS GROVE, ILLINOIS 60515
                    (Address of principal executive offices)


                                 (630) 852-1300
                         (Registrant's telephone number)

                                  ABC-NACO INC.
                             1999 OMNIBUS STOCK PLAN
                            (Full title of the plan)

                                 MARK F. BAGGIO
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                  ABC-NACO INC.
                        2001 BUTTERFIELD ROAD, SUITE 502
                          DOWNERS GROVE, ILLINOIS 60515
                     (Name and address of agent for service)

                                 (630) 852-1300
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                                 ROBERT J. REGAN
                              SCHIFF HARDIN & WAITE
                                6600 SEARS TOWER
                          CHICAGO, ILLINOIS 60606-6473
                                 (312) 258-5500

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
<S>                                    <C>                      <C>
Title of Securities to be Registered.  Amount     Proposed         Proposed
                                       to be      Maximum          Maximum             Amount of
                                      Registered  Offering Price   Aggregate           Registration
                                                  Per Share(1)     Offering Price(1)   Fee
Common Stock, par value $0.01
per share (and related preferred.
stock purchase rights)                600,000     $7.25           $4,350,000.00       $1,148.40
</TABLE>
================================================================================

(1)     Estimated  solely  for  the  purpose of calculating the registration fee
pursuant  to  Rule 457(h) under the Securities Act of 1933, as amended, based on
$7.25,  the  average of the high and low sales prices of the registrant's common
stock  on  May 12, 2000.  The value attributable to the preferred stock purchase
rights  is  reflected  in  the  value  attributable  to  the  common  stock.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The Securities and Exchange Commission ("SEC") allows us to "incorporate by
reference"  into  this  registration  statement the information we file with it,
which  means  that  we  can disclose important information by referring to those
documents. The information incorporated by reference is considered to be part of
this  registration  statement,  and  later information that we file with the SEC
will  automatically  update  and  supersede  this information. We incorporate by
reference  the  documents  listed  below:

(1)     Our  Transition  Report  on Form 10-K for the five months ended December
31, 1999;

(2)     Our  Annual Report on Form 10-K for the fiscal year ended July 31, 1999;

(3)     Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2000;

(4)     The  description  of  the  common  stock  contained  in our registration
statement  on  Form  8-A  filed with the SEC on November 19, 1993, including any
amendments  or  reports  filed for the purpose of updating that description; and

(5)     The description of the related preferred stock purchase rights contained
in our registration statement on Form 8-A filed with the SEC on October 2, 1995,
including  any  amendments  or  reports  filed  for the purpose of updating that
description.

     In addition to the documents listed above, we also incorporate by reference
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of  the Securities Exchange Act of 1934, 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.  Our subsequent filings
with  the  SEC  will  automatically  update  and  supersede  information in this
registration  statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Mark  F. Baggio, Vice President, General Counsel and Secretary of ABC-NACO,
has given the legal opinion attached as Exhibit 5 to this Registration Statement
regarding the validity of the securities covered by this Registration Statement.
As of May 16, 2000 Mr. Baggio beneficially owned 1,667 shares of common stock of
ABC-NACO, all of which are shares issuable pursuant to stock options exercisable
within the next 60 days.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Section  102  of  the Delaware General Corporation Law (the "Delaware law")
allows  a  corporation  to eliminate the personal liability of a director to the
corporation  or  its  stockholders  for monetary damages for breach of fiduciary
duty  as a director, except in cases where the director breached his or her duty
of  loyalty to the corporation or its stockholders, failed to act in good faith,
engaged  in  intentional misconduct or a knowing violation of the law, willfully
or  negligently  authorized  the  unlawful  payment of a dividend or approved an
unlawful  stock  redemption  or  repurchase  or  obtained  an  improper personal
benefit.  Our  restated  certificate of incorporation contains a provision which
eliminates  directors'  personal  liability  as  set  forth  above.

     Our  restated  certificate of incorporation and restated by-laws provide in
effect  that  we  shall  indemnify  our  directors  and  officers  to the extent
permitted  by the Delaware law.  Section 145 of the Delaware law provides that a
Delaware  corporation  has  the  power  to  indemnify  its  directors, officers,
employees and agents in certain circumstances.  Subsection (a) of Section 145 of
the  Delaware  law  empowers  a  corporation to indemnify any director, officer,
employee or agent, or former director, officer, employee or agent, who was or is
a  party  or  its  threatened  to  be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than  an  action  by or in the right of the corporation),
against  expenses (including attorneys' fees), judgments, fines and amounts paid
in  settlement  or  actually  and  reasonably  incurred  in connection with such
action,  suit  or  proceeding  provided that such director, officer, employee or
agent acted in good faith and in a manner he or she reasonably believed to be in
or  not  opposed  to the best interests of the corporation, and, with respect to
any  criminal  action  or  proceeding,  provided  that  such  director, officer,
employee or agent had no reasonable cause to believe that his or her conduct was
unlawful.

     Subsection (b) of Section 145 of the Delaware law empowers a corporation to
indemnify any director, officer, employee or agent, or former director, officer,
employee or agent, who was or is a party or  is threatened to be made a party to
any  threatened,  pending  or completed action or suit by or in the right of the
corporation  to  procure a judgment in its favor by reason of the fact that such
person  acted  in  any  of  the  capacities  set  forth  above, against expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of such action or suit provided that such person acted
in  good  faith  and  in  a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may  be  made  in  respect of any claim, issue or matter as to which such person
shall  have been adjudged to be liable to the corporation unless and only to the
extent  that  the  Delaware  Court  of Chancery shall determine that despite the
adjudication  of  liability  such  person  is  fairly and reasonably entitled to
indemnity  for  such  expenses  which  the  court  shall  deem  proper.

     Section  145 further provides that to the extent that a director or officer
or  employee  of a corporation has been successful in the defense of any action,
suit  or  proceeding referred to in subsections (a) and (b) or in the defense of
any  claim,  issue  or  matter  therein,  he or she shall be indemnified against
expenses  (including attorneys' fees) actually and reasonably incurred by him or
her  in connection therewith; that indemnification provided by Section 145 shall
not  be  deemed  exclusive  of  any  other  rights  to  which  the party seeking
indemnification  may  be  entitled; and the corporation is empowered to purchase
and  maintain  insurance  on behalf of a director, officer, employee or agent of
the corporation against any liability asserted against him or her or incurred by
him  or  her  in  any  such capacity or arising out of his or her status as such
whether  or  not  the  corporation  would have the power to indemnify him or her
against  such liabilities under Section 145; and that, unless indemnification is
ordered by a court, the determination that indemnification under subsections (a)
and  (b)  of  Section  145  is proper because the director, officer, employee or
agent has met the applicable standard of conduct under such subsections shall be
made by (1) a majority vote of the directors who are not parties to such action,
suit  or proceeding, even though less than a quorum, or (2) if there are no such
directors,  or  if  such  directors so direct, by independent legal counsel in a
written  opinion,  or  (3)  by  the  stockholders.


<PAGE>
     We  have  in effect insurance policies for general officers' and directors'
liability  insurance  covering  all  of  our  officers  and  directors.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS.

     The  exhibits  filed  herewith  or incorporated by reference herein are set
forth  in  the  Exhibit  Index  filed  as  part  of this Registration Statement.

ITEM  9.     UNDERTAKINGS.

     The  undersigned  Registrant  hereby  undertakes:

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

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

     (ii)     To reflect in the prospectus any facts or events arising after the
effective  date of the Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the Registration Statement.
Notwithstanding  the foregoing, any increase or decrease in volume of securities
offered  (if  the total dollar value of securities offered would not exceed that
which  was  registered)  and  any  deviation  from  the  low  or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume  and price represent no more than a 20 percent change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee"  table  in  the  effective  Registration  Statement;  and

     (iii)     To  include  any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  Registration Statement or any
material  change  to  such  information  in  the  Registration  Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of 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.

     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes   of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant  to  Section  13(a)  or  Section 15(d) of
the  Securities Exchange Act of 1934 (and, where applicable, each filing of  an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in 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.

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


<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act of 1933, ABC-NACO
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Downers Grove, State of Illinois, on this 16th day of
May, 2000.

                                                    ABC-NACO INC.
                                                    (Registrant)


                                                    By: /s/ Joseph A. Seher
                                                    ----------------------------
                                                    Joseph  A.  Seher
                                                    Chief  Executive  Officer

     Each  person  whose signature appears below hereby constitutes and appoints
Joseph  A.  Seher  and J. P. Singsank, the true and lawful attorneys-in-fact and
agents  of  the undersigned, with full power of substitution and resubstitution,
for  and  in  the  name,  place  and  stead  of  the undersigned, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and  other  documents  in connection therewith, with the Securities and Exchange
Commission,  and  hereby grants to such attorneys-in-fact and agents, full power
and  authority  to  do  and  perform  each and every act and thing requisite and
necessary to be done, fully to all intents and purposes as the undersigned might
or  could  do  in  person,  hereby  ratifying  and   confirming  all  that  said
attorneys-in-fact  and  agents, or their substitute or substitutes, may lawfully
do  or  cause  to  be  done  by  virtue  hereof.

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

     SIGNATURE                    TITLE                                 DATE
     ---------                    -----                                 ----


/s/  Joseph  A.  Seher     Chief Executive Officer and Director     May 16, 2000
-------------------------
Joseph  A.  Seher          (Principal  Executive  Officer)


/s/  Donald  W. Grinter    Chairman of the Board of                 May 16, 2000
-------------------------
Donald  W.  Grinter        Directors


/s/ J.P. Singsank          Senior Vice President and                May 16, 2000
-------------------------
J. P. Singsank             Chief  Financial  Officer
                           (Principal  Financial  Officer)


/s/  Brian  L. Greenburg   Vice President and Corporate             May 16, 2000
-------------------------
Brian L. Greenburg         Controller (Principal  Accounting
                           Officer)


/s/  Richard  A.  Drexler  Director                                May  16, 2000
-------------------------
Richard  A.  Drexler


/s/  Daniel  W.  Duval     Director                                May  16, 2000
-------------------------
Daniel  W.  Duval


/s/  Jean-Pierre M. Ergas  Director                                May  16, 2000
---------------------------
Jean-Pierre  M.  Ergas


/s/  James  E.  Martin      Director                               May  16, 2000
----------------------
James  E.  Martin


/s/  George  W.  Peck  IV   Director                               May  16, 2000
-------------------------
George  W.  Peck  IV


/s/  Willard H. Thompson    Director                               May  16, 2000
--------------------------
Willard  H.  Thompson


<PAGE>

                                   EXHIBIT  INDEX

EXHIBIT
NUMBER                                                   EXHIBIT
------                                                   -------

5                       Opinion  of  Counsel.

23.1                    Consent  of  Arthur  Andersen  LLP.

23.2                    Consent  of  Counsel  (contained  in
                        its  opinion  filed  as  Exhibit  5).

24                      Powers  of  Attorney  (as  set  forth  on the  signature
                        pages  hereto).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19939}]
{"company-data": {"conformed-name": "ABC NACO INC", "cik": "0000913364", "assigned-sic": "3460", "irs-number": "363498749", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37178", "film-number": "638225"}, "business-address": {"street1": "2001 BUTTERFIELD ROAD", "street2": "SUITE 502", "city": "DOWNES GROVE", "state": "IL", "zip": "60515", "phone": "3123224614"}, "mail-address": {"street1": "200 S MICHIGAN AVE", "street2": "SUITE 1300", "city": "CHICAGO", "state": "IL", "zip": "60604"}, "former-company": {"former-conformed-name": "ABC RAIL PRODUCTS CORP", "date-changed": "19931014"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  ABC-NACO INC.
             (Exact name of registrant as specified in its charter)

     DELAWARE                                            36-3498749
     (State  or  other  jurisdiction of                  (I.R.S. Employer
     incorporation  or  organization)                    Identification  No.)

                              2001 BUTTERFIELD ROAD
                                    SUITE 502
                          DOWNERS GROVE, ILLINOIS 60515
                    (Address of principal executive offices)

                                 (630) 852-1300
                         (Registrant's telephone number)

                                  ABC-NACO INC.
                             1999 OMNIBUS STOCK PLAN
                            (Full title of the plan)

                                 MARK F. BAGGIO
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                  ABC-NACO INC.
                        2001 BUTTERFIELD ROAD, SUITE 502
                          DOWNERS GROVE, ILLINOIS 60515
                     (Name and address of agent for service)

                                 (630) 852-1300
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                                 ROBERT J. REGAN
                              SCHIFF HARDIN & WAITE
                                6600 SEARS TOWER
                          CHICAGO, ILLINOIS 60606-6473
                                 (312) 258-5500

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Securities to be Registered.  Amount     Proposed         Proposed
                                       to be      Maximum          Maximum             Amount of
                                      Registered  Offering Price   Aggregate           Registration
                                                  Per Share(1)     Offering Price(1)   Fee
Common Stock, par value $0.01
per share (and related preferred.
stock purchase rights)                600,000     $7.25           $4,350,000.00       $1,148.40
================================================================================

(1)     Estimated  solely  for  the  purpose of calculating the registration fee
pursuant  to  Rule 457(h) under the Securities Act of 1933, as amended, based on
$7.25,  the  average of the high and low sales prices of the registrant's common
stock  on  May 12, 2000.  The value attributable to the preferred stock purchase
rights  is  reflected  in  the  value  attributable  to  the  common  stock.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The Securities and Exchange Commission ("SEC") allows us to "incorporate by
reference"  into  this  registration  statement the information we file with it,
which  means  that  we  can disclose important information by referring to those
documents. The information incorporated by reference is considered to be part of
this  registration  statement,  and  later information that we file with the SEC
will  automatically  update  and  supersede  this information. We incorporate by
reference  the  documents  listed  below:

(1)     Our  Transition  Report  on Form 10-K for the five months ended December
31, 1999;

(2)     Our  Annual Report on Form 10-K for the fiscal year ended July 31, 1999;

(3)     Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2000;

(4)     The  description  of  the  common  stock  contained  in our registration
statement  on  Form  8-A  filed with the SEC on November 19, 1993, including any
amendments  or  reports  filed for the purpose of updating that description; and

(5)     The description of the related preferred stock purchase rights contained
in our registration statement on Form 8-A filed with the SEC on October 2, 1995,
including  any  amendments  or  reports  filed  for the purpose of updating that
description.

     In addition to the documents listed above, we also incorporate by reference
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of  the Securities Exchange Act of 1934, 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.  Our subsequent filings
with  the  SEC  will  automatically  update  and  supersede  information in this
registration  statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Mark  F. Baggio, Vice President, General Counsel and Secretary of ABC-NACO,
has given the legal opinion attached as Exhibit 5 to this Registration Statement
regarding the validity of the securities covered by this Registration Statement.
As of May 16, 2000 Mr. Baggio beneficially owned 1,667 shares of common stock of
ABC-NACO, all of which are shares issuable pursuant to stock options exercisable
within the next 60 days.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Section  102  of  the Delaware General Corporation Law (the "Delaware law")
allows  a  corporation  to eliminate the personal liability of a director to the
corporation  or  its  stockholders  for monetary damages for breach of fiduciary
duty  as a director, except in cases where the director breached his or her duty
of  loyalty to the corporation or its stockholders, failed to act in good faith,
engaged  in  intentional misconduct or a knowing violation of the law, willfully
or  negligently  authorized  the  unlawful  payment of a dividend or approved an
unlawful  stock  redemption  or  repurchase  or  obtained  an  improper personal
benefit.  Our  restated  certificate of incorporation contains a provision which
eliminates  directors'  personal  liability  as  set  forth  above.

     Our  restated  certificate of incorporation and restated by-laws provide in
effect  that  we  shall  indemnify  our  directors  and  officers  to the extent
permitted  by the Delaware law.  Section 145 of the Delaware law provides that a
Delaware  corporation  has  the  power  to  indemnify  its  directors, officers,
employees and agents in certain circumstances.  Subsection (a) of Section 145 of
the  Delaware  law  empowers  a  corporation to indemnify any director, officer,
employee or agent, or former director, officer, employee or agent, who was or is
a  party  or  its  threatened  to  be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than  an  action  by or in the right of the corporation),
against  expenses (including attorneys' fees), judgments, fines and amounts paid
in  settlement  or  actually  and  reasonably  incurred  in connection with such
action,  suit  or  proceeding  provided that such director, officer, employee or
agent acted in good faith and in a manner he or she reasonably believed to be in
or  not  opposed  to the best interests of the corporation, and, with respect to
any  criminal  action  or  proceeding,  provided  that  such  director, officer,
employee or agent had no reasonable cause to believe that his or her conduct was
unlawful.

     Subsection (b) of Section 145 of the Delaware law empowers a corporation to
indemnify any director, officer, employee or agent, or former director, officer,
employee or agent, who was or is a party or  is threatened to be made a party to
any  threatened,  pending  or completed action or suit by or in the right of the
corporation  to  procure a judgment in its favor by reason of the fact that such
person  acted  in  any  of  the  capacities  set  forth  above, against expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of such action or suit provided that such person acted
in  good  faith  and  in  a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may  be  made  in  respect of any claim, issue or matter as to which such person
shall  have been adjudged to be liable to the corporation unless and only to the
extent  that  the  Delaware  Court  of Chancery shall determine that despite the
adjudication  of  liability  such  person  is  fairly and reasonably entitled to
indemnity  for  such  expenses  which  the  court  shall  deem  proper.

     Section  145 further provides that to the extent that a director or officer
or  employee  of a corporation has been successful in the defense of any action,
suit  or  proceeding referred to in subsections (a) and (b) or in the defense of
any  claim,  issue  or  matter  therein,  he or she shall be indemnified against
expenses  (including attorneys' fees) actually and reasonably incurred by him or
her  in connection therewith; that indemnification provided by Section 145 shall
not  be  deemed  exclusive  of  any  other  rights  to  which  the party seeking
indemnification  may  be  entitled; and the corporation is empowered to purchase
and  maintain  insurance  on behalf of a director, officer, employee or agent of
the corporation against any liability asserted against him or her or incurred by
him  or  her  in  any  such capacity or arising out of his or her status as such
whether  or  not  the  corporation  would have the power to indemnify him or her
against  such liabilities under Section 145; and that, unless indemnification is
ordered by a court, the determination that indemnification under subsections (a)
and  (b)  of  Section  145  is proper because the director, officer, employee or
agent has met the applicable standard of conduct under such subsections shall be
made by (1) a majority vote of the directors who are not parties to such action,
suit  or proceeding, even though less than a quorum, or (2) if there are no such
directors,  or  if  such  directors so direct, by independent legal counsel in a
written  opinion,  or  (3)  by  the  stockholders.
We  have  in effect insurance policies for general officers' and directors'
liability  insurance  covering  all  of  our  officers  and  directors.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS.

     The  exhibits  filed  herewith  or incorporated by reference herein are set
forth  in  the  Exhibit  Index  filed  as  part  of this Registration Statement.

ITEM  9.     UNDERTAKINGS.

     The  undersigned  Registrant  hereby  undertakes:

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

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

     (ii)     To reflect in the prospectus any facts or events arising after the
effective  date of the Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the Registration Statement.
Notwithstanding  the foregoing, any increase or decrease in volume of securities
offered  (if  the total dollar value of securities offered would not exceed that
which  was  registered)  and  any  deviation  from  the  low  or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume  and price represent no more than a 20 percent change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee"  table  in  the  effective  Registration  Statement;  and

     (iii)     To  include  any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  Registration Statement or any
material  change  to  such  information  in  the  Registration  Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of 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.

     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes   of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant  to  Section  13(a)  or  Section 15(d) of
the  Securities Exchange Act of 1934 (and, where applicable, each filing of  an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in 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.

     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, ABC-NACO
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Downers Grove, State of Illinois, on this 16th day of
May, 2000.

                                                    ABC-NACO INC.
                                                    (Registrant)

                                                    By: /s/ Joseph A. Seher
                                                    ----------------------------
                                                    Joseph  A.  Seher
                                                    Chief  Executive  Officer

     Each  person  whose signature appears below hereby constitutes and appoints
Joseph  A.  Seher  and J. P. Singsank, the true and lawful attorneys-in-fact and
agents  of  the undersigned, with full power of substitution and resubstitution,
for  and  in  the  name,  place  and  stead  of  the undersigned, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and  other  documents  in connection therewith, with the Securities and Exchange
Commission,  and  hereby grants to such attorneys-in-fact and agents, full power
and  authority  to  do  and  perform  each and every act and thing requisite and
necessary to be done, fully to all intents and purposes as the undersigned might
or  could  do  in  person,  hereby  ratifying  and   confirming  all  that  said
attorneys-in-fact  and  agents, or their substitute or substitutes, may lawfully
do  or  cause  to  be  done  by  virtue  hereof.

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

     SIGNATURE                    TITLE                                 DATE
     ---------                    -----                                 ----

/s/  Joseph  A.  Seher     Chief Executive Officer and Director     May 16, 2000
-------------------------
Joseph  A.  Seher          (Principal  Executive  Officer)

/s/  Donald  W. Grinter    Chairman of the Board of                 May 16, 2000
-------------------------
Donald  W.  Grinter        Directors

/s/ J.P. Singsank          Senior Vice President and                May 16, 2000
-------------------------
J. P. Singsank             Chief  Financial  Officer
                           (Principal  Financial  Officer)

/s/  Brian  L. Greenburg   Vice President and Corporate             May 16, 2000
-------------------------
Brian L. Greenburg         Controller (Principal  Accounting
                           Officer)

/s/  Richard  A.  Drexler  Director                                May  16, 2000
-------------------------
Richard  A.  Drexler

/s/  Daniel  W.  Duval     Director                                May  16, 2000
-------------------------
Daniel  W.  Duval

/s/  Jean-Pierre M. Ergas  Director                                May  16, 2000
---------------------------
Jean-Pierre  M.  Ergas

/s/  James  E.  Martin      Director                               May  16, 2000
----------------------
James  E.  Martin

/s/  George  W.  Peck  IV   Director                               May  16, 2000
-------------------------
George  W.  Peck  IV

/s/  Willard H. Thompson    Director                               May  16, 2000
--------------------------
Willard  H.  Thompson
EXHIBIT  INDEX

EXHIBIT
NUMBER                                                   EXHIBIT
------                                                   -------

5                       Opinion  of  Counsel.

23.1                    Consent  of  Arthur  Andersen  LLP.

23.2                    Consent  of  Counsel  (contained  in
                        its  opinion  filed  as  Exhibit  5).

24                      Powers  of  Attorney  (as  set  forth  on the  signature
                        pages  hereto).