<PAGE>
      As filed with the Securities and Exchange Commission on May 10, 1996

                                        Registration No. 33-51563

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 AMENDMENT NO. 1

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                THE TORO COMPANY
               (Exact name of issuer as specified in its charter)

                 Delaware                        41-0580470
        (State or other jurisdiction          (I.R.S. Employer
     of incorporation or organization)      Identification Number)

                            8111 Lyndale Avenue South
                          Bloomington, Minnesota 55420
               (Address of principal executive offices) (Zip Code)

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

                                THE TORO COMPANY
                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

                          J. Lawrence McIntyre, Esquire
                  Vice President, Secretary and General Counsel
                                The Toro Company
                            8111 Lyndale Avenue South
                          Bloomington, Minnesota 55420
                        Telephone number : (612) 888-8801
            (Name, address and telephone number of agent for service)


                                    Copy to:

                                 Helen P. Starr
                                 Attorney at Law
                             6010 33rd Street, N.W.
                          Washington, D.C. 20015-1606 

<PAGE>


                         CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
  Title of              Amount to         Proposed    Proposed    Amount of
securities to         be registered       maximum     maximum   registration fee
be registered                             offering    aggregate           
                                          price per   offering       
                                          share       price
- -------------------------------------------------------------------------------
                                                                               
Common Stock,        600,000 shares(b)    $31.75(c)   $19,050,000(c) $6,569(d)
par value $1.00 per 
share (a)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(a)  Each share of Common Stock has attached thereto one Preferred Share
     Purchase Right.  Value attributable to such Rights, if any, is reflected in
     the market price of the Common Stock.

(b)  An indeterminate number of shares will be issued from time to time to
     participants in the Plan.  

(c)  Estimated solely to calculate the registration fee, pursuant to Rule 457(c)
     on the basis of the average of the high and low prices on the New York
     Stock Exchange on May 7, 1996 as reported in THE WALL STREET JOURNAL.

(d)  Restricted fee to be applied to account number 737758.

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

INCORPORATION BY REFERENCE

     This Amendment No. 1, filed pursuant to Instruction E of Form S-8, relates
to Registrant's Registration Statement on Form S-8 (No. 33-51563), filed with
the Securities and Exchange Commission on December 17, 1993.  Under that
Registration Statement, Registrant registered 1,000,000 shares of Common Stock
for issuance in connection with The Toro Company 1993 Stock Option Plan (the
"Plan").  This Amendment No. 1 increases to 1,600,000 shares the total number of
shares registered for issuance under the Plan. 

     The contents of Registrant's Registration Statement on Form S-8 (No. 33-
51563) are incorporated by reference in this Amendment No. 1. 

AMENDMENT OF PLAN
  
     On March 12, 1996, the stockholders of Registrant approved amendments to
the Plan to increase the number of shares of Common Stock that may be issued
under the Plan from 1,000,000 to 1,600,000, subject to adjustment to reflect
changes in the corporate or capital structure of Registrant, and to ensure that
stock options granted under the Plan continue to qualify as performance-based
compensation for federal income tax purposes.

     As permitted by the instructions to Form S-8, this Amendment No. 1 to
Registrant's Registration Statement on Form S-8 omits the information specified
in Part I of that form.

<PAGE>

                                     PART II


                     INFORMATION NOT REQUIRED IN PROSPECTUS

        
ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION

23        Consent of KPMG Peat Marwick LLP.

99        Additional Exhibits:

          The Toro Company 1993 Stock Option Plan, as amended and restated.

                                      II-1

<PAGE>

                                   SIGNATURES

     THE REGISTRANT.  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
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bloomington, State of
Minnesota on the 10th day of May, 1996.

                         THE TORO COMPANY
                         (Registrant)


                         By: J. LAWRENCE MCINTYRE                              
                             --------------------------------------
                             J. Lawrence McIntyre, Vice President,
                             Secretary and General Counsel


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

   SIGNATURE                       TITLE                               DATE


KENDRICK B. MELROSE      Chairman, Chief Executive                  May 10, 1996
- -------------------      Officer, President and Director
Kendrick B. Melrose      (Principal Executive Officer)

        *                Vice President Finance                     May 10, 1996
- -------------------      and Chief Financial Officer
Gerald T. Knight         (Principal Financial Officer)


        *                Vice President and Controller              May 10, 1996
- -------------------      (Principal Accounting Officer)
Randy B. James

                    
- -------------------      Director                                   May  , 1996
Ronald O. Baukol    
     

- -------------------      Director                                   May   , 1996
Robert C. Buhrmaster 
    

- -------------------      Director                                   May   , 1996
Janet K. Cooper     


<PAGE>

        *                Director                                   May 10, 1996
- -------------------
William W. George


        *                Director                                   May 10, 1996
- -------------------
Alex A. Meyer
     
        *                Director                                   May 10, 1996
- -------------------
Robert H. Nassau

        *                Director                                   May 10, 1996
- -------------------
Dale R. Olseth

        *                Director                                   May 10, 1996
- -------------------
Edwin H. Wingate



*   By  KENDRICK B. MELROSE 
       ---------------------
        Kendrick B. Melrose
        ATTORNEY-IN-FACT
        May 10, 1996


<PAGE>

                                  EXHIBIT LIST



EXHIBIT                                                CONSECUTIVELY
NUMBER    DESCRIPTION                                  NUMBERED PAGE

23        Consent of KPMG Peat Marwick LLP.

99        Additional Exhibits:

          The Toro Company 1993 Stock Option Plan, as
          amended and restated.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 8616}]
{"company-data": {"conformed-name": "TORO CO", "cik": "0000737758", "assigned-sic": "3524", "irs-number": "410580470", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03505", "film-number": "96559883"}, "business-address": {"street1": "8111 LYNDALE AVE SOUTH", "city": "BLOOMINGTON", "state": "MN", "zip": "55420-1196", "phone": "6128878633"}, "mail-address": {"street1": "8111 LYNDALE AVENUE SOUTH", "city": "BLOOMINGTON", "state": "MN", "zip": "55420"}, "former-company": {"former-conformed-name": "TORO CO/DE", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 10, 1996

                                        Registration No. 33-51563

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 AMENDMENT NO. 1

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                THE TORO COMPANY
               (Exact name of issuer as specified in its charter)

                 Delaware                        41-0580470
        (State or other jurisdiction          (I.R.S. Employer
     of incorporation or organization)      Identification Number)

                            8111 Lyndale Avenue South
                          Bloomington, Minnesota 55420
               (Address of principal executive offices) (Zip Code)

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

                                THE TORO COMPANY
                             1993 STOCK OPTION PLAN
                            (Full title of the plan)

                          J. Lawrence McIntyre, Esquire
                  Vice President, Secretary and General Counsel
                                The Toro Company
                            8111 Lyndale Avenue South
                          Bloomington, Minnesota 55420
                        Telephone number : (612) 888-8801
            (Name, address and telephone number of agent for service)

                                    Copy to:

                                 Helen P. Starr
                                 Attorney at Law
                             6010 33rd Street, N.W.
                          Washington, D.C. 20015-1606
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
  Title of              Amount to         Proposed    Proposed    Amount of
securities to         be registered       maximum     maximum   registration fee
be registered                             offering    aggregate           
                                          price per   offering       
                                          share       price
- -------------------------------------------------------------------------------
                                                                               
Common Stock,        600,000 shares(b)    $31.75(c)   $19,050,000(c) $6,569(d)
par value $1.00 per 
share (a)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(a)  Each share of Common Stock has attached thereto one Preferred Share
     Purchase Right.  Value attributable to such Rights, if any, is reflected in
     the market price of the Common Stock.

(b)  An indeterminate number of shares will be issued from time to time to
     participants in the Plan.  

(c)  Estimated solely to calculate the registration fee, pursuant to Rule 457(c)
     on the basis of the average of the high and low prices on the New York
     Stock Exchange on May 7, 1996 as reported in THE WALL STREET JOURNAL.

(d)  Restricted fee to be applied to account number 737758.

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

INCORPORATION BY REFERENCE

     This Amendment No. 1, filed pursuant to Instruction E of Form S-8, relates
to Registrant's Registration Statement on Form S-8 (No. 33-51563), filed with
the Securities and Exchange Commission on December 17, 1993.  Under that
Registration Statement, Registrant registered 1,000,000 shares of Common Stock
for issuance in connection with The Toro Company 1993 Stock Option Plan (the
"Plan").  This Amendment No. 1 increases to 1,600,000 shares the total number of
shares registered for issuance under the Plan. 

     The contents of Registrant's Registration Statement on Form S-8 (No. 33-
51563) are incorporated by reference in this Amendment No. 1. 

AMENDMENT OF PLAN
  
     On March 12, 1996, the stockholders of Registrant approved amendments to
the Plan to increase the number of shares of Common Stock that may be issued
under the Plan from 1,000,000 to 1,600,000, subject to adjustment to reflect
changes in the corporate or capital structure of Registrant, and to ensure that
stock options granted under the Plan continue to qualify as performance-based
compensation for federal income tax purposes.

     As permitted by the instructions to Form S-8, this Amendment No. 1 to
Registrant's Registration Statement on Form S-8 omits the information specified
in Part I of that form.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

        
ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION

23        Consent of KPMG Peat Marwick LLP.

99        Additional Exhibits:

          The Toro Company 1993 Stock Option Plan, as amended and restated.

                                      II-1
SIGNATURES

     THE REGISTRANT.  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
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bloomington, State of
Minnesota on the 10th day of May, 1996.

                         THE TORO COMPANY
                         (Registrant)

                         By: J. LAWRENCE MCINTYRE                              
                             --------------------------------------
                             J. Lawrence McIntyre, Vice President,
                             Secretary and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

   SIGNATURE                       TITLE                               DATE

KENDRICK B. MELROSE      Chairman, Chief Executive                  May 10, 1996
- -------------------      Officer, President and Director
Kendrick B. Melrose      (Principal Executive Officer)

        *                Vice President Finance                     May 10, 1996
- -------------------      and Chief Financial Officer
Gerald T. Knight         (Principal Financial Officer)

        *                Vice President and Controller              May 10, 1996
- -------------------      (Principal Accounting Officer)
Randy B. James

                    
- -------------------      Director                                   May  , 1996
Ronald O. Baukol    
     

- -------------------      Director                                   May   , 1996
Robert C. Buhrmaster 
    

- -------------------      Director                                   May   , 1996
Janet K. Cooper
*                Director                                   May 10, 1996
- -------------------
William W. George

        *                Director                                   May 10, 1996
- -------------------
Alex A. Meyer
     
        *                Director                                   May 10, 1996
- -------------------
Robert H. Nassau

        *                Director                                   May 10, 1996
- -------------------
Dale R. Olseth

        *                Director                                   May 10, 1996
- -------------------
Edwin H. Wingate

*   By  KENDRICK B. MELROSE 
       ---------------------
        Kendrick B. Melrose
        ATTORNEY-IN-FACT
        May 10, 1996
EXHIBIT LIST

EXHIBIT                                                CONSECUTIVELY
NUMBER    DESCRIPTION                                  NUMBERED PAGE

23        Consent of KPMG Peat Marwick LLP.

99        Additional Exhibits:

          The Toro Company 1993 Stock Option Plan, as
          amended and restated.