As filed with the Securities and Exchange Commission on  May __, 2000.
                                                     Registration No. 333-______
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

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

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


                            NATIONAL-STANDARD COMPANY
             (Exact Name of Registrant as Specified in its Charter)

               INDIANA                                     38-1493458
   (State or Other Jurisdiction of                      (I.R.S. Employer
   Incorporation or Organization)                      Identification No.)

                               1618 TERMINAL ROAD
                              NILES, MICHIGAN 49120
                    (Address of Principal Executive Offices)

                            NATIONAL-STANDARD COMPANY
                             1993 STOCK OPTION PLAN
                            (AS AMENDED AND RESTATED)

                            NATIONAL-STANDARD COMPANY
                             STOCK OPTION PLAN FOR
                             NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plans)

              TIMOTHY C. WRIGHT                     Telephone number,
               GENERAL COUNSEL                    including area code,
                     AND                          of agent for service:
                  SECRETARY                          (616) 683-8100
          NATIONAL-STANDARD COMPANY
             1618 TERMINAL ROAD
           NILES, MICHIGAN  49120
   (Name and Address of Agent For Service)


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

                                       Proposed        Proposed
      Title of                          Maximum         Maximum
     Securities          Amount        Offering        Aggregate      Amount of
        to be             to be          Price         Offering     Registration
     Registered        Registered*     Per Share         Price           Fee

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

Common Stock,
par value $0.01        1,364,444       $1.968        $2,685,226       $708.90

*  Calculated pursuant to Rule 457(h)(1) and Rule 457(c), based upon the average
   of the high and low prices of  registrant's  Common  Stock on May 23, 2000 on
   the American Stock Exchange.








<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

                  Pursuant   to  General   Instruction   E  of  Form  S-8,   the
Registration  Statement  on Form S-8  filed by  National-Standard  Company  (the
"Company") (File No. 33-68926) with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference.

                  The following documents are also incorporated by reference:

                           (a)  The  registrant's  Annual Report on  Form 10-K/A
for the fiscal year ended September 30, 1999, filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934.

                           (b)  The Company's Quarterly Reports on Form 10-Q for
the quarterly period ended July 4, 1999 and Form 10-Q/A for the quarterly period
ended January 2, 2000,  which have heretofore been filed by the Company with the
Commission pursuant to the 1934 Act.

                           (c)  The description of the Company's Common Stock is
contained in the Company's Registration Statement on Form 8-A filed with
Commission pursuant to Section 12 of the 1934 Act.

                  All documents  subsequently  filed by the Company  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof  from the date of filing of  documents  (  documents,  and the  documents
enumerated above,  being hereinafter  referred to as "Incorporated  Documents");
provided,  however, that the documents enumerated above or subsequently filed by
the registrant  pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act of  1934 in each  year  during  which  the  offering  made by this
registration  statement is in effect prior to the filing with the  Commission of
the  registrant's  Annual  Report on Form 10-K  covering  that year shall not be
Incorporated  Documents or be  incorporated  by  reference in this  registration
statement or be a part hereof from and after the filing of that Annual Report on
Form 10-K.

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed Incorporated Document modifies or supersedes the statement.  Any statement
so  modified  or  superseded  shall not be deemed to  constitute  a part of this
registration statement.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

                  The By-Laws provide that the registrant shall indemnity to the
fullest extent permitted by law any person made or threatened to be made a party
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  by reason of the fact that the  person is or was a  director  or
officer of the  registrant or serves or served at the request of the  registrant
any other enterprise as a director or officer.

                  Section  23-1-37 of  the General  Corporation Law of the State
of Indiana  provides for the  indemnification  of directors  and officers  under
certain circumstances, as therein set forth

Item 8.  Exhibits.
         --------

                  Reference is made to the Exhibits Index.


<PAGE>

Item 9.  Undertakings.
         ------------

                  The registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration   statement  or  any  material  change  to  the
information in the registration statement;

                  (2) That, for the purposes of determining  any liability under
the Securities Act of 1933 (the "Act"), each  post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of  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..

                  (4) That, for the purposes of determining  any liability under
the Act, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities  Exchange Act of 1934 (and, where applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities  offered  therein,  and the offering of securities at
that time shall be deemed to be the initial bona fide offering thereof.

                  (5) Insofar as indemnification  for liabilities  arising under
the Act may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  described in Item 6 or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  indemnification is against public policy as expressed in the Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  liabilities  (other  than the  payment by the  registrant  of  expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the  successful  defense of any action,  suit or proceeding) is asserted by a
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the question whether the  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
the issue.


<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 Niles, State of Michigan, on May 25, 2000.

                                          NATIONAL-STANDARD COMPANY


                                          By: /s/ Ronald B. Kalich
                                              __________________________________
                                                   Ronald B. Kalich,
                                             President, Chief Executive Officer
                                              and Director


We, the undersigned officers and directors of National-Standard  Company, hereby
severally  constitute  Ronald B. Kalich and Timothy C. Wright,  and each of them
singly,  our true and lawful attorneys with full power to them, and each of them
singly,  to sign for us and in our names in the capacities  indicated below, the
Registration  Statement on Form S-8 filed  herewith  and any and all  amendments
including   post-effective   amendments)  to  the  Registration  Statement,  and
generally  to do all things in our name and behalf in the  capacities  indicated
below to enable  National-Standard  Company to comply with the provisions of the
Securities Act of 1933, as amended,  and all  requirements of the Securities and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be signed by our attorneys,  or any of them, to the  Registration  Statement and
any and all amendments thereto.

Pursuant to the Securities  Act of 1933,  this  Registration  Statement has been
signed by the following  persons in the capacities  indicated on the 25th day of
May, 2000.

           Signature                   Title
           ---------                   -----

    /s/ Ronald B. Kalich           President, Chief Executive Officer and a
-------------------------------    Director
Ronald B. Kalich

   /s/ Michael K. Conn             Vice President, Finance and Administration
-------------------------------    (Principal Financial and Accounting Officer)
Michael K. Conn

      *                            Chairman of the Board, Director
-------------------------------
David Craigmile

      *
-------------------------------    Vice Chairman of the Board, Director
Michael B. Savitske

      *
-------------------------------    Director
Ranko Cucuz

       *
-------------------------------    Director
Ernest J. Nagy

        *                          Director
-------------------------------
Donald R. Sheley, Jr.

        *
-------------------------------    Director
Charles E. Schroeder

        *
-------------------------------    Director
Donald F. Walter

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

* By:  /s/ Timothy Wright
     --------------------------
           Timothy Wright, Attorney-in-fact


<PAGE>


                                  EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------

  5                        Opinion of McDermott, Will & Emery, counsel to the
                           registrant, as to the legality of the securities
                           being registered.

  23.1                     Consent of KPMG LLP.

  23.2                     Consent of McDermott, Will & Emery (contained in the
                           opinion filed as Exhibit 5 to the registration
                           statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13026}]
{"company-data": {"conformed-name": "NATIONAL STANDARD CO", "cik": "0000070564", "assigned-sic": "3310", "irs-number": "381493458", "state-of-incorporation": "IN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37806", "film-number": "643616"}, "business-address": {"street1": "1618 TERMINAL RD", "city": "NILES", "state": "MI", "zip": "49120", "phone": "6166838100"}, "mail-address": {"street1": "1618 TERMINAL RD", "city": "NILES", "state": "MI", "zip": "49120"}}
As filed with the Securities and Exchange Commission on  May __, 2000.
                                                     Registration No. 333-______
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

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

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

                            NATIONAL-STANDARD COMPANY
             (Exact Name of Registrant as Specified in its Charter)

               INDIANA                                     38-1493458
   (State or Other Jurisdiction of                      (I.R.S. Employer
   Incorporation or Organization)                      Identification No.)

                               1618 TERMINAL ROAD
                              NILES, MICHIGAN 49120
                    (Address of Principal Executive Offices)

                            NATIONAL-STANDARD COMPANY
                             1993 STOCK OPTION PLAN
                            (AS AMENDED AND RESTATED)

                            NATIONAL-STANDARD COMPANY
                             STOCK OPTION PLAN FOR
                             NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plans)

              TIMOTHY C. WRIGHT                     Telephone number,
               GENERAL COUNSEL                    including area code,
                     AND                          of agent for service:
                  SECRETARY                          (616) 683-8100
          NATIONAL-STANDARD COMPANY
             1618 TERMINAL ROAD
           NILES, MICHIGAN  49120
   (Name and Address of Agent For Service)

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

                                       Proposed        Proposed
      Title of                          Maximum         Maximum
     Securities          Amount        Offering        Aggregate      Amount of
        to be             to be          Price         Offering     Registration
     Registered        Registered*     Per Share         Price           Fee

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

Common Stock,
par value $0.01        1,364,444       $1.968        $2,685,226       $708.90

*  Calculated pursuant to Rule 457(h)(1) and Rule 457(c), based upon the average
   of the high and low prices of  registrant's  Common  Stock on May 23, 2000 on
   the American Stock Exchange.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

                  Pursuant   to  General   Instruction   E  of  Form  S-8,   the
Registration  Statement  on Form S-8  filed by  National-Standard  Company  (the
"Company") (File No. 33-68926) with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference.

                  The following documents are also incorporated by reference:

                           (a)  The  registrant's  Annual Report on  Form 10-K/A
for the fiscal year ended September 30, 1999, filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934.

                           (b)  The Company's Quarterly Reports on Form 10-Q for
the quarterly period ended July 4, 1999 and Form 10-Q/A for the quarterly period
ended January 2, 2000,  which have heretofore been filed by the Company with the
Commission pursuant to the 1934 Act.

                           (c)  The description of the Company's Common Stock is
contained in the Company's Registration Statement on Form 8-A filed with
Commission pursuant to Section 12 of the 1934 Act.

                  All documents  subsequently  filed by the Company  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof  from the date of filing of  documents  (  documents,  and the  documents
enumerated above,  being hereinafter  referred to as "Incorporated  Documents");
provided,  however, that the documents enumerated above or subsequently filed by
the registrant  pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act of  1934 in each  year  during  which  the  offering  made by this
registration  statement is in effect prior to the filing with the  Commission of
the  registrant's  Annual  Report on Form 10-K  covering  that year shall not be
Incorporated  Documents or be  incorporated  by  reference in this  registration
statement or be a part hereof from and after the filing of that Annual Report on
Form 10-K.

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed Incorporated Document modifies or supersedes the statement.  Any statement
so  modified  or  superseded  shall not be deemed to  constitute  a part of this
registration statement.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

                  The By-Laws provide that the registrant shall indemnity to the
fullest extent permitted by law any person made or threatened to be made a party
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  by reason of the fact that the  person is or was a  director  or
officer of the  registrant or serves or served at the request of the  registrant
any other enterprise as a director or officer.

                  Section  23-1-37 of  the General  Corporation Law of the State
of Indiana  provides for the  indemnification  of directors  and officers  under
certain circumstances, as therein set forth

Item 8.  Exhibits.
         --------

                  Reference is made to the Exhibits Index.
Item 9.  Undertakings.
         ------------

                  The registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration   statement  or  any  material  change  to  the
information in the registration statement;

                  (2) That, for the purposes of determining  any liability under
the Securities Act of 1933 (the "Act"), each  post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of  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..

                  (4) That, for the purposes of determining  any liability under
the Act, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities  Exchange Act of 1934 (and, where applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities  offered  therein,  and the offering of securities at
that time shall be deemed to be the initial bona fide offering thereof.

                  (5) Insofar as indemnification  for liabilities  arising under
the Act may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  described in Item 6 or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  indemnification is against public policy as expressed in the Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  liabilities  (other  than the  payment by the  registrant  of  expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the  successful  defense of any action,  suit or proceeding) is asserted by a
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the question whether the  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
the issue.
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Niles, State of Michigan, on May 25, 2000.

                                          NATIONAL-STANDARD COMPANY

                                          By: /s/ Ronald B. Kalich
                                              __________________________________
                                                   Ronald B. Kalich,
                                             President, Chief Executive Officer
                                              and Director

We, the undersigned officers and directors of National-Standard  Company, hereby
severally  constitute  Ronald B. Kalich and Timothy C. Wright,  and each of them
singly,  our true and lawful attorneys with full power to them, and each of them
singly,  to sign for us and in our names in the capacities  indicated below, the
Registration  Statement on Form S-8 filed  herewith  and any and all  amendments
including   post-effective   amendments)  to  the  Registration  Statement,  and
generally  to do all things in our name and behalf in the  capacities  indicated
below to enable  National-Standard  Company to comply with the provisions of the
Securities Act of 1933, as amended,  and all  requirements of the Securities and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be signed by our attorneys,  or any of them, to the  Registration  Statement and
any and all amendments thereto.

Pursuant to the Securities  Act of 1933,  this  Registration  Statement has been
signed by the following  persons in the capacities  indicated on the 25th day of
May, 2000.

           Signature                   Title
           ---------                   -----

    /s/ Ronald B. Kalich           President, Chief Executive Officer and a
-------------------------------    Director
Ronald B. Kalich

   /s/ Michael K. Conn             Vice President, Finance and Administration
-------------------------------    (Principal Financial and Accounting Officer)
Michael K. Conn

      *                            Chairman of the Board, Director
-------------------------------
David Craigmile

      *
-------------------------------    Vice Chairman of the Board, Director
Michael B. Savitske

      *
-------------------------------    Director
Ranko Cucuz

       *
-------------------------------    Director
Ernest J. Nagy

        *                          Director
-------------------------------
Donald R. Sheley, Jr.

        *
-------------------------------    Director
Charles E. Schroeder

        *
-------------------------------    Director
Donald F. Walter

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

* By:  /s/ Timothy Wright
     --------------------------
           Timothy Wright, Attorney-in-fact
EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------

  5                        Opinion of McDermott, Will & Emery, counsel to the
                           registrant, as to the legality of the securities
                           being registered.

  23.1                     Consent of KPMG LLP.

  23.2                     Consent of McDermott, Will & Emery (contained in the
                           opinion filed as Exhibit 5 to the registration
                           statement).