<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                              ____________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                                 TENNANT COMPANY
             (Exact name of Registrant as specified in its charter)

              Minnesota                                           41-0572550
    (State or other jurisdiction                               (I.R.S. Employer
  of incorporation or organization)                          Identification No.)

       701 North Lilac Drive
           P.O. Box 1452
       Minneapolis, Minnesota                                        55440
(Address of Principal Executive Offices)                          (Zip Code)

                            1995 STOCK INCENTIVE PLAN
                             (Full title of the plan)

              Roger L. Hale, President and Chief Executive Officer
                                 Tennant Company
                              701 North Lilac Drive
                                  P.O. Box 1452
                          Minneapolis, Minnesota  55440
                     (Name and address of agent for service)

                                 (612) 540-1200
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>                      <C>                       <C>
                                              Amount             Proposed maximum          Proposed maximum           Amount of
          Title of securities                  to be              offering price          aggregate offering        registration
            to be registered                registered            per share (1)                price (1)                 fee
- ------------------------------------------------------------------------------------------------------------------------------------
             Common Stock,
 $0.375 par value (including preferred        250,000                $25.875                  $6,468,750               $2,230
         share purchase rights)               Shares
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the average
of the high and low sale prices per share of the Registrant's Common Stock as
reported on the National Association of Securities Dealers Automated Quotation
System on August 16, 1995.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, previously filed (File No. 0-4804) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), are, as of their respective dates,
incorporated in this Registration Statement by reference and made a part hereof:

          (1)  The latest Annual Report on Form 10-K of Tennant Company (the
               "Company") filed pursuant to Section 13(a) or 15(d) of the
               Exchange Act;

          (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange Act since the end of the fiscal year covered by the
               Annual Report referred to in (1) above;

          (3)  The description of the Company's Common Stock contained in a
               registration statement filed pursuant to the Exchange Act,
               including any amendment or report filed for the purpose of
               updating such description; and

          (4)  The Company's Registration Statement on Form 8-A filed on
               April 27, 1987 for the registration of Preferred Share Purchase
               Rights (including the Rights Agreement filed as an Exhibit
               thereto), and all amendments filed with respect thereto.

          All documents filed by the Company with the Commission pursuant to
Section 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 of the shares of Common Stock offered have
been sold or which deregisters all shares of the Common Stock then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of such documents.

          Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article VI of the Company's Restated By-Laws provides that the Company
shall indemnify its directors and officers to the full extent required by
Minnesota Statutes, Section 302A.521, or by other provisions of law.
Section 302A.521 requires the Company to indemnify a person made or threatened
to be made a party to a proceeding by reason of the former or present official
capacity of the person with respect to the Company against judgments, penalties,
fines, including, without limitation, excise taxes assessed against the person
with respect to an


<PAGE>

employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, if, with respect to the acts or omissions of
the person complained of in the proceeding, such person (1) has not been
indemnified by another organization or employee benefit plan for the same
judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements,  and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions, (2) acted in good faith, (3) received no
improper personal benefit, and  statutory procedure has been followed in the
case of any conflict of interest by a director, (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful, and
(5) in the case of acts or omissions occurring in the person's performance in
the official capacity of director or, for a person not a director, in the
official capacity of officer, committee member, employee or agent, reasonably
believed that  the conduct was in the best interests of the Company, or, in the
case of performance by a director, officer, employee or agent of the Company as
a director, officer, partner, trustee, employee or agent of another organization
or employee benefit  plan, reasonably believed that the conduct was not opposed
to the best interests of the Company.  In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain  instances.  A decision as to required
indemnification is made by a disinterested majority of the Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of disinterested directors, by special legal counsel, by
the disinterested shareholders, or by a court.

          Article VIII of the Company's Restated Articles of Incorporation
provides that no director shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except (i) for any breach of the director's duty of loyalty to the Company or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for dividends, stock
repurchases and other distributions made in violation of Minnesota law or for
violations of the Minnesota securities laws, (iv) for any transaction from which
the director derived an improper personal benefit, or (v) for any act or
omission occurring prior to the effective date of the provision limiting such
liability in the Company's Restated Articles.  This Article does not affect the
availability of equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty, although, as a practical
matter, equitable relief may not be available.  This Article also does not limit
liability of the directors for violations of, or relieve them from the necessity
of complying with, the federal securities laws.

          The Company also maintains a director and officer insurance policy
which insures the Company and its directors and officers against damages,
judgments, settlements and costs incurred by reason of certain acts of such
persons in their capacities as directors and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

     Exhibit                            Description
     -------                            -----------

     4.1       Restated Articles of Incorporation of the Company, as amended
               (1).

     4.2       Restated By-Laws of the Company (1).

     4.3       Rights Agreement, dated as of December 9, 1986, between Tennant
               Company and First Trust Company, Inc. (incorporated herein by
               reference, filed as Exhibit 1 to the Company's Current Report on
               Form 8-K dated December 22, 1986, File No. 0-4804), as

- ---------------------------
(1) Incorporated herein by reference to the same-numbered Exhibit to the
Company's Registration Statement on Form S-8, File No. 33-59054.

                                      II-2

<PAGE>

               amended by an Amendment to Rights Agreement dated as of
               August 14, 1990 between Tennant Company and Norwest Bank
               Minnesota, National Association, as successor Rights Agent
               (incorporated herein by reference, filed as Exhibit 1 to the
               Company's Form 8 dated August 21, 1990, File No. 0-4804).

     4.4       Tennant Company 1995 Stock Incentive Plan.

     5         Opinion of Janet M. Dolan, Senior Vice President and General
               Counsel of the Company.

     23.1      Consent of KPMG Peat Marwick LLP.

     23.2      Consent of Janet M. Dolan, Senior Vice President and General
               Counsel of the Company (included in Exhibit 5).

     24        Powers of Attorney authorizing Roger L. Hale, Janet M. Dolan
               and Bruce J. Borgerding, and each or any of them, to sign
               and file this Registration Statement and any amendments and
               exhibits thereto on behalf of the directors of the Company.

ITEM 9.   UNDERTAKINGS

     A.   The 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 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; 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 Company 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 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 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 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

                                      II-3

<PAGE>

Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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.

                                      II-4
<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Minneapolis, State of Minnesota, on the 10th day of
August, 1995.

                                        TENNANT COMPANY


                                        By /s/ Roger L. Hale
                                          ------------------------------------
                                         Roger L. Hale, President and
                                           Chief Executive Officer

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

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

/s/ Roger L. Hale        President and Chief Executive Officer   August 10, 1995
- ---------------------    and a Director (Principal Executive
Roger L. Hale            Officer)

/s/ Richard A. Snyder    Vice President, Treasurer and Chief     August 10, 1995
- ---------------------    Financial Officer (Principal
Richard A. Snyder        Financial Officer)

/s/ Mahedi A. Jiwani     Corporate Controller                    August 10, 1995
- ---------------------    (Principal Accounting Officer)
Mahedi A. Jiwani



Arthur D. Collins, Jr.   Director            )
                                             )
David C. Cox             Director            )
                                             )
Andrew P. Czajkowski     Director            )    By /s/ Bruce J. Borgerding
                                                     ---------------------------
                                             )        Attorney-in-Fact
Vernon H. Heath          Director            )
                                             )
William A. Hodder        Director            )              August 10, 1995
                                             )
Delbert W. Johnson       Director            )
                                             )
William I. Miller        Director            )
                                             )
Arthur R. Schulze, Jr.   Director            )
                                             )




                                      II-5

<PAGE>

                                INDEX TO EXHIBITS


Exhibits                                                                   Page
- --------                                                                   ----

4.1  Restated Articles of Incorporation of the Company,
     as amended (1).

4.2  Restated By-Laws of the Company (1).

4.3  Rights Agreement, dated as of December 9, 1986,
     between Tennant Company and First Trust Company,
     Inc. (incorporated herein by reference, filed as
     Exhibit 1 to the Company's Current Report on Form
     8-K dated December 22, 1986, File No. 0-4804), as
     amended by an Amendment to Rights Agreement dated
     as of August 14, 1990 between Tennant Company and
     Norwest Bank Minnesota, National Association, as
     successor Rights Agent (incorporated herein by
     reference, filed as Exhibit 1 to the Company's
     Form 8 dated August 21, 1990, File No. 0-4804).

4.4  Tennant Company 1995 Stock Incentive Plan. . . . . .Electronic Transmission

5    Opinion of Janet M. Dolan, Senior Vice President
     and General Counsel of the Company. . . . . . . . . Electronic Transmission

23.1 Consent of KPMG Peat Marwick LLP  . . . . . . . . . Electronic Transmission

23.2 Consent of Janet M. Dolan (included in Exhibit 5).

24   Powers of Attorney. . . . . . . . . . . . . . . . . Electronic Transmission


- -----------------------
(1) Incorporated by reference to the same-numbered Exhibit to the Company's
Registration Statement on Form S-8, File No. 33-59054.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20672}]
{"company-data": {"conformed-name": "TENNANT CO", "cik": "0000097134", "assigned-sic": "3580", "irs-number": "410572550", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62003", "film-number": "95565907"}, "business-address": {"street1": "701 N LILAC DR", "street2": "P O BOX 1452", "city": "MINNEAPOLIS", "state": "MN", "zip": "55440", "phone": "6125401200"}, "former-company": {"former-conformed-name": "TENNANT G H CO", "date-changed": "19700515"}}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                              ____________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                                 TENNANT COMPANY
             (Exact name of Registrant as specified in its charter)

              Minnesota                                           41-0572550
    (State or other jurisdiction                               (I.R.S. Employer
  of incorporation or organization)                          Identification No.)

       701 North Lilac Drive
           P.O. Box 1452
       Minneapolis, Minnesota                                        55440
(Address of Principal Executive Offices)                          (Zip Code)

                            1995 STOCK INCENTIVE PLAN
                             (Full title of the plan)

              Roger L. Hale, President and Chief Executive Officer
                                 Tennant Company
                              701 North Lilac Drive
                                  P.O. Box 1452
                          Minneapolis, Minnesota  55440
                     (Name and address of agent for service)

                                 (612) 540-1200
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Amount             Proposed maximum          Proposed maximum           Amount of
          Title of securities                  to be              offering price          aggregate offering        registration
            to be registered                registered            per share (1)                price (1)                 fee
- ------------------------------------------------------------------------------------------------------------------------------------
             Common Stock,
 $0.375 par value (including preferred        250,000                $25.875                  $6,468,750               $2,230
         share purchase rights)               Shares
- ------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the average
of the high and low sale prices per share of the Registrant's Common Stock as
reported on the National Association of Securities Dealers Automated Quotation
System on August 16, 1995.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, previously filed (File No. 0-4804) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), are, as of their respective dates,
incorporated in this Registration Statement by reference and made a part hereof:

          (1)  The latest Annual Report on Form 10-K of Tennant Company (the
               "Company") filed pursuant to Section 13(a) or 15(d) of the
               Exchange Act;

          (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange Act since the end of the fiscal year covered by the
               Annual Report referred to in (1) above;

          (3)  The description of the Company's Common Stock contained in a
               registration statement filed pursuant to the Exchange Act,
               including any amendment or report filed for the purpose of
               updating such description; and

          (4)  The Company's Registration Statement on Form 8-A filed on
               April 27, 1987 for the registration of Preferred Share Purchase
               Rights (including the Rights Agreement filed as an Exhibit
               thereto), and all amendments filed with respect thereto.

          All documents filed by the Company with the Commission pursuant to
Section 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 of the shares of Common Stock offered have
been sold or which deregisters all shares of the Common Stock then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of such documents.

          Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article VI of the Company's Restated By-Laws provides that the Company
shall indemnify its directors and officers to the full extent required by
Minnesota Statutes, Section 302A.521, or by other provisions of law.
Section 302A.521 requires the Company to indemnify a person made or threatened
to be made a party to a proceeding by reason of the former or present official
capacity of the person with respect to the Company against judgments, penalties,
fines, including, without limitation, excise taxes assessed against the person
with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, if, with respect to the acts or omissions of
the person complained of in the proceeding, such person (1) has not been
indemnified by another organization or employee benefit plan for the same
judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements,  and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions, (2) acted in good faith, (3) received no
improper personal benefit, and  statutory procedure has been followed in the
case of any conflict of interest by a director, (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful, and
(5) in the case of acts or omissions occurring in the person's performance in
the official capacity of director or, for a person not a director, in the
official capacity of officer, committee member, employee or agent, reasonably
believed that  the conduct was in the best interests of the Company, or, in the
case of performance by a director, officer, employee or agent of the Company as
a director, officer, partner, trustee, employee or agent of another organization
or employee benefit  plan, reasonably believed that the conduct was not opposed
to the best interests of the Company.  In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain  instances.  A decision as to required
indemnification is made by a disinterested majority of the Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of disinterested directors, by special legal counsel, by
the disinterested shareholders, or by a court.

          Article VIII of the Company's Restated Articles of Incorporation
provides that no director shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except (i) for any breach of the director's duty of loyalty to the Company or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for dividends, stock
repurchases and other distributions made in violation of Minnesota law or for
violations of the Minnesota securities laws, (iv) for any transaction from which
the director derived an improper personal benefit, or (v) for any act or
omission occurring prior to the effective date of the provision limiting such
liability in the Company's Restated Articles.  This Article does not affect the
availability of equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty, although, as a practical
matter, equitable relief may not be available.  This Article also does not limit
liability of the directors for violations of, or relieve them from the necessity
of complying with, the federal securities laws.

          The Company also maintains a director and officer insurance policy
which insures the Company and its directors and officers against damages,
judgments, settlements and costs incurred by reason of certain acts of such
persons in their capacities as directors and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

     Exhibit                            Description
     -------                            -----------

     4.1       Restated Articles of Incorporation of the Company, as amended
               (1).

     4.2       Restated By-Laws of the Company (1).

     4.3       Rights Agreement, dated as of December 9, 1986, between Tennant
               Company and First Trust Company, Inc. (incorporated herein by
               reference, filed as Exhibit 1 to the Company's Current Report on
               Form 8-K dated December 22, 1986, File No. 0-4804), as

- ---------------------------
(1) Incorporated herein by reference to the same-numbered Exhibit to the
Company's Registration Statement on Form S-8, File No. 33-59054.

                                      II-2
amended by an Amendment to Rights Agreement dated as of
               August 14, 1990 between Tennant Company and Norwest Bank
               Minnesota, National Association, as successor Rights Agent
               (incorporated herein by reference, filed as Exhibit 1 to the
               Company's Form 8 dated August 21, 1990, File No. 0-4804).

     4.4       Tennant Company 1995 Stock Incentive Plan.

     5         Opinion of Janet M. Dolan, Senior Vice President and General
               Counsel of the Company.

     23.1      Consent of KPMG Peat Marwick LLP.

     23.2      Consent of Janet M. Dolan, Senior Vice President and General
               Counsel of the Company (included in Exhibit 5).

     24        Powers of Attorney authorizing Roger L. Hale, Janet M. Dolan
               and Bruce J. Borgerding, and each or any of them, to sign
               and file this Registration Statement and any amendments and
               exhibits thereto on behalf of the directors of the Company.

ITEM 9.   UNDERTAKINGS

     A.   The 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 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; 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 Company 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 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 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 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

                                      II-3
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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.

                                      II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Minneapolis, State of Minnesota, on the 10th day of
August, 1995.

                                        TENNANT COMPANY

                                        By /s/ Roger L. Hale
                                          ------------------------------------
                                         Roger L. Hale, President and
                                           Chief Executive Officer

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

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

/s/ Roger L. Hale        President and Chief Executive Officer   August 10, 1995
- ---------------------    and a Director (Principal Executive
Roger L. Hale            Officer)

/s/ Richard A. Snyder    Vice President, Treasurer and Chief     August 10, 1995
- ---------------------    Financial Officer (Principal
Richard A. Snyder        Financial Officer)

/s/ Mahedi A. Jiwani     Corporate Controller                    August 10, 1995
- ---------------------    (Principal Accounting Officer)
Mahedi A. Jiwani

Arthur D. Collins, Jr.   Director            )
                                             )
David C. Cox             Director            )
                                             )
Andrew P. Czajkowski     Director            )    By /s/ Bruce J. Borgerding
                                                     ---------------------------
                                             )        Attorney-in-Fact
Vernon H. Heath          Director            )
                                             )
William A. Hodder        Director            )              August 10, 1995
                                             )
Delbert W. Johnson       Director            )
                                             )
William I. Miller        Director            )
                                             )
Arthur R. Schulze, Jr.   Director            )
                                             )

                                      II-5
INDEX TO EXHIBITS

Exhibits                                                                   Page
- --------                                                                   ----

4.1  Restated Articles of Incorporation of the Company,
     as amended (1).

4.2  Restated By-Laws of the Company (1).

4.3  Rights Agreement, dated as of December 9, 1986,
     between Tennant Company and First Trust Company,
     Inc. (incorporated herein by reference, filed as
     Exhibit 1 to the Company's Current Report on Form
     8-K dated December 22, 1986, File No. 0-4804), as
     amended by an Amendment to Rights Agreement dated
     as of August 14, 1990 between Tennant Company and
     Norwest Bank Minnesota, National Association, as
     successor Rights Agent (incorporated herein by
     reference, filed as Exhibit 1 to the Company's
     Form 8 dated August 21, 1990, File No. 0-4804).

4.4  Tennant Company 1995 Stock Incentive Plan. . . . . .Electronic Transmission

5    Opinion of Janet M. Dolan, Senior Vice President
     and General Counsel of the Company. . . . . . . . . Electronic Transmission

23.1 Consent of KPMG Peat Marwick LLP  . . . . . . . . . Electronic Transmission

23.2 Consent of Janet M. Dolan (included in Exhibit 5).

24   Powers of Attorney. . . . . . . . . . . . . . . . . Electronic Transmission

- -----------------------
(1) Incorporated by reference to the same-numbered Exhibit to the Company's
Registration Statement on Form S-8, File No. 33-59054.