As filed with the Securities and Exchange Commission on June 12, 2001
                              Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                               ELECSYS CORPORATION
             (Exact name of registrant as specified in its charter)
    Kansas                                                     48-1099142
(State or other jurisdiction                                 (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

                             11300 West 89th Street
                           Overland Park, Kansas 66214
                                 (913) 495-2600
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                  RESTATED AIRPORT SYSTEMS INTERNATIONAL, INC.
                            1991 STOCK OPTION PLAN(1)


Keith S. Cowan                             With Copies to:
President and Chief Executive Officer      Steven F. Carman
Elecsys Corporation                        Blackwell Sanders Peper Martin LLP
11300 West 89th Street                     2300 Main Street, Suite 1000
Overland Park, Kansas 66214                Kansas City, Missouri 64108
(913) 495-2601                             (816) 983-8153
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------ ------------------ ------------------- ------------------ ------------------
                                                                     Proposed maximum   Proposed maximum
    Title of each class of securities to be        Amount to be       Offering price        aggregate          Amount of
                  registered                        registered          per share        offering price    registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
<S>                                              <C>                <C>                 <C>                <C>
Common Stock, par value $.01 per share(2)         475,000 shares         $1.25(3)           $593,750            $148.44
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
</TABLE>


(1)  The Company changed its name from "Airport Systems International,  Inc." to
     "Elecsys Corporation" on November 1, 2000.

(2)  Issuable under the Restated Airport Systems International,  Inc. 1991 Stock
     Option Plan.

                                       1
<PAGE>

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) under the Securities  Act of 1933, as amended.  The
     maximum  offering  price per share is based on the  average of the high and
     low prices of the Registrant's Common Stock as listed on the American Stock
     Exchange on June 6, 2001.

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


                                EXPLANATORY NOTE


                  As permitted by the rules of the Securities and Exchange
                  Commission (the "Commission"), this Registration Statement
                  omits the information specified in Part I of Form S-8.





                                       2
<PAGE>
                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The issuer, referred to herein as the Company, changed its name on
November 1, 2000 from Airport Systems International, Inc. to Elecsys
Corporation. The following documents filed with the Commission by the Company
are incorporated in this Registration Statement on Form S-8 (the "Registration
Statement") by reference:

     1.   The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          April 30, 2000, filed with the Commission on July 31, 2000.

     2.   The Company's Current Report on Form 8-K/A,  filed with the Commission
          on October 30, 2000.

     3.   The Company's Current Report on Form 8-K, filed with the Commission on
          November 1, 2000.

     4.   The Company's Current Report on Form 8-K, filed with the Commission on
          November 22, 2000.

     5.   The Company's Current Report on Form 8-K, filed with the Commission on
          February 22, 2001.

     6.   The Company's Current Report on Form 8-K, filed with the Commission on
          February 23, 2001.

     7.   The Company's Current Report on Form 8-K, filed with the Commission on
          March 13, 2001.

     8.   The Company's Current Report on Form 8-K, filed with the Commission on
          April 26, 2001.

     9.   The Company's Quarterly Report on Form 10-Q for the quarter ended July
          31, 2000, filed with the Commission on September 14, 2000.

     10.  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          October 31, 2000, filed with the Commission on December 15, 2000.

     11.  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          January 31, 2001, filed with the Commission on March 19, 2001.

     12.  The  description  of the Company's  Common  Stock,  par value $.01 per
          share, contained in the Company's Registration Statement on Form SB-2,
          filed with the  Commission  on November 28, 1993,  and  including  any
          further  amendment  or report  filed for the purpose of updating  such
          description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered 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.

                                       3
<PAGE>

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 17-6305 of the Kansas General Corporation Code ("KGCC")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.

         As permitted by the KGCC, the Company's Articles of Incorporation
include a provision that eliminates the personal liability of each of the
Company's directors for monetary damages for a breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or the Company's stockholders; (ii) for acts or omissions
not in good faith or involving intentional misconduct or a knowing violation of
law; (iii) under Section 17-6424 of the KGCC regarding unlawful dividends and
stock purchases; or (iv) for any transaction from which the director derived any
improper personal benefit.

         As permitted by the KGCC, the Company's Bylaws provide that (i) the
Company shall indemnify a former or current director or officer against
liability incurred in any threatened, pending or completed action, suit or
proceeding (whether civil, criminal, administrative or investigative) if the
director or officer conducted himself in good faith and reasonably believed (a)
that his conduct (in his official capacity with the Company) was in the best
interests of the Company, (b) that his conduct (in all other cases) was at least
not opposed to the Company's best interest, or (c) (in a criminal proceeding)
that he had no reasonable cause to believe his conduct was unlawful; (ii) the
Company shall indemnify a director or officer who was wholly successful, on the
merits or otherwise, in the defense of any legal proceeding against reasonable
expenses incurred; (iii) the Company may advance expenses, as incurred, to the
Company's directors or officers in connection with a legal proceeding, subject
to (a) the Company's receipt of a written affirmation of the director's or
officer's good faith belief that he has met the Company's standard of conduct,
(b) the Company's receipt of a written undertaking of the director or officer to
repay the advance if it is ultimately determined that he did not meet the
Company's standard of conduct, and (c) a determination that the facts then known
to those making the determination would not preclude indemnification; (iv) a
director or officer may apply for indemnification to the court conducting the
legal proceeding and the court may order indemnification if it determines the
director or officer is entitled to mandatory indemnification or the director or
officer is, subject to certain limitations, fairly and reasonably entitled to
indemnification in view of all the relevant circumstances; and (v) the Company
may maintain insurance, at the Company's expense, to protect the Company and any
director, officer, employee, or agent of the Company or while a director,
officer, employee or agent of the Company is or was serving as a director,
officer, partner, trustee, employee or agent at the request of the Company of
another entity against liability asserted against or incurred by him in that
capacity, whether or not the Company would have the power to indemnify such
person against the same liability. The Company's Bylaws provide that the Company
may not indemnify a director or officer in connection with a legal proceeding by
or in the right of the Company whereby the director was adjudged liable to the
Company or in connection with any other proceeding charging improper personal
benefit to the director or officer whereby he was adjudged liable on the basis
the personal benefit was improperly received by him.

         The Company carries insurance that insures the Company's officers and
directors against liability they may incur for actions they take in their
capacity as officers and directors, including liability related to alleged
violations of federal or state securities laws.

                                       4
<PAGE>
Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

4.1      Articles of Incorporation of Elecsys Corporation, as amended
         (incorporated by reference to Exhibit 3.1 of the Company's Annual
         Report on Form 10-K for the fiscal year ended April 30, 2000, filed
         with the Commission on July 31, 2000).

4.2      Amendment to the Articles of Incorporation of Elecsys Corporation,
         dated November 1, 2000.

4.3      Restated Bylaws of Elecsys Corporation (incorporated by reference to
         Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal
         year ended April 30, 2000, filed with the Commission on July 31, 2000).

4.4      A specimen stock certificate representing shares of common stock, par
         value $.01 per share (incorporated by reference to Exhibit 4 of the
         Company's Annual Report on Form 10-K for the fiscal year ended April
         30, 2000, filed with the Commission on July 31, 2000).

5        Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.

23.1     Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).

23.2     Consent of Ernst & Young LLP.

24       Powers of Attorney (included in signature page to the Registration
         Statement).

99.1     Restated Airport Systems International, Inc. 1991 Stock Option Plan.

Item 9.  Undertakings.

Rule 415 Offering.
-----------------

         The undersigned Company 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 the 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% change in the maximum aggregate offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
     effective Registration Statement;

                                       5
<PAGE>

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

provided, however, that paragraphs (i) and (ii) 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
Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this 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.

Incorporation of Subsequent Exchange Act Documents by Reference.
---------------------------------------------------------------

     The undersigned Company hereby undertakes that, for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company's
annual  report  pursuant  to Section  13(a) or 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.

Form S-8 Registration Statement.
-------------------------------

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 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 Act and will be governed by the final adjudication of
such issue.


                                       6
<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Overland Park, State of Kansas, on June 12, 2001.

                                ELECSYS CORPORATION

                                By: /s/ Keith S. Cowan
                                   ------------------------------------
                                    Keith S. Cowan
                                    Chief Executive Officer

     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each of the  undersigned  hereby
severally  constitute and appoint Keith S. Cowan and Thomas C. Cargin,  and each
of them singly,  with full power of substitution and  resubstitution,  as his or
her true and lawful  attorneys with full power to them, and each of them singly,
to  sign  for  the  undersigned  and in the  names  of  the  undersigned  in the
capacities  indicated  below,  any  and  all  amendments  to  this  Registration
Statement on Form S-8,  and  generally to do all such things in the names of the
undersigned  and in  their  capacities  as  indicated  below to  enable  Elecsys
Corporation to comply with the provisions of the Securities Act of 1933, and all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming  the  signatures  of the  undersigned  as they may be  signed by said
attorneys,  or any of  them,  to  said  Registration  Statement  and any and all
amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
<S>                                            <C>                                              <C>

               Signature                                    Title                                   Date
               ---------                                    -----                                   ----

/s/ Walter Stowell                            Chairman of the Board of Directors                June 12, 2001
------------------------------------
            Walter Stowell

/s/ Thomas C. Cargin                                       Director                             June 12, 2001
-----------------------------------
           Thomas C. Cargin

/s/ David D. Gatchell                                      Director                             June 12, 2001
-----------------------------------
           David D. Gatchell

/s/ Michael Meyer                                          Director                             June 12, 2001
-----------------------------------
             Michael Meyer

/s/ David Schulte                                          Director                             June 12, 2001
-----------------------------------
             David Schulte

/s/ Robert Taylor                                          Director                             June 12, 2001
-----------------------------------
             Robert Taylor

/s/ Keith S. Cowan                                         Director                             June 12, 2001
-----------------------------------
            Keith S. Cowan


</TABLE>
                                       7
<PAGE>

                                Index of Exhibits


Exhibit
Number   Document
------   --------

4.1  Articles of Incorporation of Elecsys Corporation,  as amended (incorporated
     by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for
     the fiscal year ended April 30, 2000, filed with the Commission on July 31,
     2000).

4.2  Amendment to the Articles of  Incorporation of Elecsys  Corporation,  dated
     November 1, 2000.

4.3  Restated  Bylaws of  Elecsys  Corporation  (incorporated  by  reference  to
     Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal year
     ended April 30, 2000, filed with the Commission on July 31, 2000).

4.4  A specimen stock certificate representing shares of common stock, par value
     $.01 per share  (incorporated  by reference  to Exhibit 4 of the  Company's
     Annual Report on Form 10-K for the fiscal year ended April 30, 2000,  filed
     with the Commission on July 31, 2000).

5    Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.

23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).

23.2 Consent of Ernst & Young LLP.

24   Powers of Attorney  (included  in the  signature  page to the  Registration
     Statement).

99.1 Restated Airport Systems International, Inc. 1991 Stock Option Plan.




                                       8
<PAGE>
                            Certificate of Amendment


Name of corporation:  AIRPORT SYSTEMS INTERNATIONAL, INC.

         We, Keith S. Cowan, President and Thomas C. Cargin, Secretary of the
above named corporation, a corporation organized and existing under the laws of
the State of Kansas, do hereby certify that at a meeting of the Board of
Directors of the corporation, the board adopted a resolution setting forth the
following amendment to the Articles of Incorporation and declaring its
advisability:

         Article One of the Articles of Incorporation is amended in its entirety
to read as follows:

         The name of the corporation is ELECSYS CORPORATION.

         We further certify that thereafter, pursuant to the resolution and in
accordance with the bylaws of the corporation and the laws of the State of
Kansas, the Board of Directors called a meeting of stockholders for
consideration of the proposed amendment, and thereafter, pursuant to notice and
in accordance with the statutes of the State of Kansas, the stockholders
convened and considered the proposed amendment.

         We further certify that at the meeting a majority of the stockholders
entitled to vote voted in favor of the proposed amendment.

         We further certify that the amendment was duly adopted in accordance
with the provisions of K.S.A. 17-6602, as amended.

         In Testimony Whereof, we have hereunto set our hands this 1st day of
November, 2000.


                                                     /s/   Keith S. Cowan
                                                    ----------------------------
                                                    Keith S. Cowan, President

                                                     /s/ Thomas C. Cargin
                                                    ----------------------------
                                                    Thomas C. Cargin, Secretary
STATE OF KANSAS                     )
                                    )  ss.
COUNTY OF JOHNSON                   )

         Be it remembered that before me, a Notary Public in and for the
aforesaid county and state personally appeared Keith S. Cowan, President and
Thomas C. Cargin, Secretary of the corporation named in this document, who are
known to me to be the same persons who executed the foregoing certificate and
duly acknowledged its execution of the same this 19th day of October, 2000.

                                       /s/ Jeanne M. Hayes
                                       -----------------------------------------
                                       Notary Public


My appointment or commission expires: May 29, 2003.



                                       9
<PAGE>
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{"company-data": {"conformed-name": "ELECSYS CORP", "cik": "0000914398", "assigned-sic": "3812", "irs-number": "481099142", "state-of-incorporation": "KS", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62844", "film-number": "1659530"}, "business-address": {"street1": "11300 WEST 89TH ST", "city": "OVERLAND PARK", "state": "KS", "zip": "66214", "phone": "9134920861"}, "mail-address": {"street1": "11300 WEST 89TH ST", "city": "OVERLAND PARK", "state": "KS", "zip": "66214"}, "former-company": {"former-conformed-name": "AIRPORT SYSTEMS INTERNATIONAL INC", "date-changed": "19931103"}}
As filed with the Securities and Exchange Commission on June 12, 2001
                              Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               ELECSYS CORPORATION
             (Exact name of registrant as specified in its charter)
    Kansas                                                     48-1099142
(State or other jurisdiction                                 (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

                             11300 West 89th Street
                           Overland Park, Kansas 66214
                                 (913) 495-2600
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                  RESTATED AIRPORT SYSTEMS INTERNATIONAL, INC.
                            1991 STOCK OPTION PLAN(1)

Keith S. Cowan                             With Copies to:
President and Chief Executive Officer      Steven F. Carman
Elecsys Corporation                        Blackwell Sanders Peper Martin LLP
11300 West 89th Street                     2300 Main Street, Suite 1000
Overland Park, Kansas 66214                Kansas City, Missouri 64108
(913) 495-2601                             (816) 983-8153
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

------------------------------------------------ ------------------ ------------------- ------------------ ------------------
                                                                     Proposed maximum   Proposed maximum
    Title of each class of securities to be        Amount to be       Offering price        aggregate          Amount of
                  registered                        registered          per share        offering price    registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
Common Stock, par value $.01 per share(2)         475,000 shares         $1.25(3)           $593,750            $148.44
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(1)  The Company changed its name from "Airport Systems International,  Inc." to
     "Elecsys Corporation" on November 1, 2000.

(2)  Issuable under the Restated Airport Systems International,  Inc. 1991 Stock
     Option Plan.

                                       1
(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h) under the Securities  Act of 1933, as amended.  The
     maximum  offering  price per share is based on the  average of the high and
     low prices of the Registrant's Common Stock as listed on the American Stock
     Exchange on June 6, 2001.

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

                                EXPLANATORY NOTE

                  As permitted by the rules of the Securities and Exchange
                  Commission (the "Commission"), this Registration Statement
                  omits the information specified in Part I of Form S-8.

                                       2
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The issuer, referred to herein as the Company, changed its name on
November 1, 2000 from Airport Systems International, Inc. to Elecsys
Corporation. The following documents filed with the Commission by the Company
are incorporated in this Registration Statement on Form S-8 (the "Registration
Statement") by reference:

     1.   The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          April 30, 2000, filed with the Commission on July 31, 2000.

     2.   The Company's Current Report on Form 8-K/A,  filed with the Commission
          on October 30, 2000.

     3.   The Company's Current Report on Form 8-K, filed with the Commission on
          November 1, 2000.

     4.   The Company's Current Report on Form 8-K, filed with the Commission on
          November 22, 2000.

     5.   The Company's Current Report on Form 8-K, filed with the Commission on
          February 22, 2001.

     6.   The Company's Current Report on Form 8-K, filed with the Commission on
          February 23, 2001.

     7.   The Company's Current Report on Form 8-K, filed with the Commission on
          March 13, 2001.

     8.   The Company's Current Report on Form 8-K, filed with the Commission on
          April 26, 2001.

     9.   The Company's Quarterly Report on Form 10-Q for the quarter ended July
          31, 2000, filed with the Commission on September 14, 2000.

     10.  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          October 31, 2000, filed with the Commission on December 15, 2000.

     11.  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          January 31, 2001, filed with the Commission on March 19, 2001.

     12.  The  description  of the Company's  Common  Stock,  par value $.01 per
          share, contained in the Company's Registration Statement on Form SB-2,
          filed with the  Commission  on November 28, 1993,  and  including  any
          further  amendment  or report  filed for the purpose of updating  such
          description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered 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.

                                       3
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 17-6305 of the Kansas General Corporation Code ("KGCC")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.

         As permitted by the KGCC, the Company's Articles of Incorporation
include a provision that eliminates the personal liability of each of the
Company's directors for monetary damages for a breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or the Company's stockholders; (ii) for acts or omissions
not in good faith or involving intentional misconduct or a knowing violation of
law; (iii) under Section 17-6424 of the KGCC regarding unlawful dividends and
stock purchases; or (iv) for any transaction from which the director derived any
improper personal benefit.

         As permitted by the KGCC, the Company's Bylaws provide that (i) the
Company shall indemnify a former or current director or officer against
liability incurred in any threatened, pending or completed action, suit or
proceeding (whether civil, criminal, administrative or investigative) if the
director or officer conducted himself in good faith and reasonably believed (a)
that his conduct (in his official capacity with the Company) was in the best
interests of the Company, (b) that his conduct (in all other cases) was at least
not opposed to the Company's best interest, or (c) (in a criminal proceeding)
that he had no reasonable cause to believe his conduct was unlawful; (ii) the
Company shall indemnify a director or officer who was wholly successful, on the
merits or otherwise, in the defense of any legal proceeding against reasonable
expenses incurred; (iii) the Company may advance expenses, as incurred, to the
Company's directors or officers in connection with a legal proceeding, subject
to (a) the Company's receipt of a written affirmation of the director's or
officer's good faith belief that he has met the Company's standard of conduct,
(b) the Company's receipt of a written undertaking of the director or officer to
repay the advance if it is ultimately determined that he did not meet the
Company's standard of conduct, and (c) a determination that the facts then known
to those making the determination would not preclude indemnification; (iv) a
director or officer may apply for indemnification to the court conducting the
legal proceeding and the court may order indemnification if it determines the
director or officer is entitled to mandatory indemnification or the director or
officer is, subject to certain limitations, fairly and reasonably entitled to
indemnification in view of all the relevant circumstances; and (v) the Company
may maintain insurance, at the Company's expense, to protect the Company and any
director, officer, employee, or agent of the Company or while a director,
officer, employee or agent of the Company is or was serving as a director,
officer, partner, trustee, employee or agent at the request of the Company of
another entity against liability asserted against or incurred by him in that
capacity, whether or not the Company would have the power to indemnify such
person against the same liability. The Company's Bylaws provide that the Company
may not indemnify a director or officer in connection with a legal proceeding by
or in the right of the Company whereby the director was adjudged liable to the
Company or in connection with any other proceeding charging improper personal
benefit to the director or officer whereby he was adjudged liable on the basis
the personal benefit was improperly received by him.

         The Company carries insurance that insures the Company's officers and
directors against liability they may incur for actions they take in their
capacity as officers and directors, including liability related to alleged
violations of federal or state securities laws.

                                       4
Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

4.1      Articles of Incorporation of Elecsys Corporation, as amended
         (incorporated by reference to Exhibit 3.1 of the Company's Annual
         Report on Form 10-K for the fiscal year ended April 30, 2000, filed
         with the Commission on July 31, 2000).

4.2      Amendment to the Articles of Incorporation of Elecsys Corporation,
         dated November 1, 2000.

4.3      Restated Bylaws of Elecsys Corporation (incorporated by reference to
         Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal
         year ended April 30, 2000, filed with the Commission on July 31, 2000).

4.4      A specimen stock certificate representing shares of common stock, par
         value $.01 per share (incorporated by reference to Exhibit 4 of the
         Company's Annual Report on Form 10-K for the fiscal year ended April
         30, 2000, filed with the Commission on July 31, 2000).

5        Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.

23.1     Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).

23.2     Consent of Ernst & Young LLP.

24       Powers of Attorney (included in signature page to the Registration
         Statement).

99.1     Restated Airport Systems International, Inc. 1991 Stock Option Plan.

Item 9.  Undertakings.

Rule 415 Offering.
-----------------

         The undersigned Company 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 the 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% change in the maximum aggregate offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
     effective Registration Statement;

                                       5
(iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material change to such information in the Registration Statement;

provided, however, that paragraphs (i) and (ii) 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
Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this 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.

Incorporation of Subsequent Exchange Act Documents by Reference.
---------------------------------------------------------------

     The undersigned Company hereby undertakes that, for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company's
annual  report  pursuant  to Section  13(a) or 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.

Form S-8 Registration Statement.
-------------------------------

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 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 Act and will be governed by the final adjudication of
such issue.

                                       6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Overland Park, State of Kansas, on June 12, 2001.

                                ELECSYS CORPORATION

                                By: /s/ Keith S. Cowan
                                   ------------------------------------
                                    Keith S. Cowan
                                    Chief Executive Officer

     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each of the  undersigned  hereby
severally  constitute and appoint Keith S. Cowan and Thomas C. Cargin,  and each
of them singly,  with full power of substitution and  resubstitution,  as his or
her true and lawful  attorneys with full power to them, and each of them singly,
to  sign  for  the  undersigned  and in the  names  of  the  undersigned  in the
capacities  indicated  below,  any  and  all  amendments  to  this  Registration
Statement on Form S-8,  and  generally to do all such things in the names of the
undersigned  and in  their  capacities  as  indicated  below to  enable  Elecsys
Corporation to comply with the provisions of the Securities Act of 1933, and all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming  the  signatures  of the  undersigned  as they may be  signed by said
attorneys,  or any of  them,  to  said  Registration  Statement  and any and all
amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:
Signature                                    Title                                   Date
               ---------                                    -----                                   ----

/s/ Walter Stowell                            Chairman of the Board of Directors                June 12, 2001
------------------------------------
            Walter Stowell

/s/ Thomas C. Cargin                                       Director                             June 12, 2001
-----------------------------------
           Thomas C. Cargin

/s/ David D. Gatchell                                      Director                             June 12, 2001
-----------------------------------
           David D. Gatchell

/s/ Michael Meyer                                          Director                             June 12, 2001
-----------------------------------
             Michael Meyer

/s/ David Schulte                                          Director                             June 12, 2001
-----------------------------------
             David Schulte

/s/ Robert Taylor                                          Director                             June 12, 2001
-----------------------------------
             Robert Taylor

/s/ Keith S. Cowan                                         Director                             June 12, 2001
-----------------------------------
            Keith S. Cowan
7
Index of Exhibits

Exhibit
Number   Document
------   --------

4.1  Articles of Incorporation of Elecsys Corporation,  as amended (incorporated
     by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for
     the fiscal year ended April 30, 2000, filed with the Commission on July 31,
     2000).

4.2  Amendment to the Articles of  Incorporation of Elecsys  Corporation,  dated
     November 1, 2000.

4.3  Restated  Bylaws of  Elecsys  Corporation  (incorporated  by  reference  to
     Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal year
     ended April 30, 2000, filed with the Commission on July 31, 2000).

4.4  A specimen stock certificate representing shares of common stock, par value
     $.01 per share  (incorporated  by reference  to Exhibit 4 of the  Company's
     Annual Report on Form 10-K for the fiscal year ended April 30, 2000,  filed
     with the Commission on July 31, 2000).

5    Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.

23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).

23.2 Consent of Ernst & Young LLP.

24   Powers of Attorney  (included  in the  signature  page to the  Registration
     Statement).

99.1 Restated Airport Systems International, Inc. 1991 Stock Option Plan.

                                       8
Certificate of Amendment

Name of corporation:  AIRPORT SYSTEMS INTERNATIONAL, INC.

         We, Keith S. Cowan, President and Thomas C. Cargin, Secretary of the
above named corporation, a corporation organized and existing under the laws of
the State of Kansas, do hereby certify that at a meeting of the Board of
Directors of the corporation, the board adopted a resolution setting forth the
following amendment to the Articles of Incorporation and declaring its
advisability:

         Article One of the Articles of Incorporation is amended in its entirety
to read as follows:

         The name of the corporation is ELECSYS CORPORATION.

         We further certify that thereafter, pursuant to the resolution and in
accordance with the bylaws of the corporation and the laws of the State of
Kansas, the Board of Directors called a meeting of stockholders for
consideration of the proposed amendment, and thereafter, pursuant to notice and
in accordance with the statutes of the State of Kansas, the stockholders
convened and considered the proposed amendment.

         We further certify that at the meeting a majority of the stockholders
entitled to vote voted in favor of the proposed amendment.

         We further certify that the amendment was duly adopted in accordance
with the provisions of K.S.A. 17-6602, as amended.

         In Testimony Whereof, we have hereunto set our hands this 1st day of
November, 2000.

                                                     /s/   Keith S. Cowan
                                                    ----------------------------
                                                    Keith S. Cowan, President

                                                     /s/ Thomas C. Cargin
                                                    ----------------------------
                                                    Thomas C. Cargin, Secretary
STATE OF KANSAS                     )
                                    )  ss.
COUNTY OF JOHNSON                   )

         Be it remembered that before me, a Notary Public in and for the
aforesaid county and state personally appeared Keith S. Cowan, President and
Thomas C. Cargin, Secretary of the corporation named in this document, who are
known to me to be the same persons who executed the foregoing certificate and
duly acknowledged its execution of the same this 19th day of October, 2000.

                                       /s/ Jeanne M. Hayes
                                       -----------------------------------------
                                       Notary Public

My appointment or commission expires: May 29, 2003.

                                       9