As filed with the Securities and Exchange Commission on November 4, 1994.
                                                    REGISTRATION NO. 33-_____
- ------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                    _____________
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                    _____________
                           BALDWIN TECHNOLOGY COMPANY, INC.
                (Exact name of Registrant as specified in its charter)

                          DELAWARE                        13-3258160

                (State or other jurisdiction of          (IRS Employer
                 incorporation or organization)           Identification No.)
                                    _____________
                                  65 ROWAYTON AVENUE
                             ROWAYTON, CONNECTICUT 06853
                                    (203) 838-7470
            (Address, including zip code, of Principal Executive Offices)
                                    ______________
                   BALDWIN TECHNOLOGY COMPANY, INC. SECOND AMENDED
                         AND RESTATED 1986 STOCK OPTION PLAN

                                         AND

        SHARES ISSUABLE UPON ACHIEVEMENT OF PERFORMANCE CONDITIONS UNDER THE 
            EMPLOYMENT AGREEMENT, EFFECTIVE AS OF AUGUST 5, 1993, BETWEEN
                 BALDWIN TECHNOLOGY COMPANY, INC. AND GERALD A. NATHE
                              (Full title of the Plans)
                                    _____________
                                   WENDELL M. SMITH
                                CHAIRMAN OF THE BOARD
                           BALDWIN TECHNOLOGY COMPANY, INC.
                                  65 ROWAYTON AVENUE
                             ROWAYTON, CONNECTICUT 06853
                                    (203) 838-7470
                        (Name, address, and telephone number, 
                      including area code, of agent for service)

                                    _____________
  
                                      COPIES TO:
                           SAMUEL B. FORTENBAUGH III, ESQ.
                               MORGAN, LEWIS & BOCKIUS
                                   101 PARK AVENUE
                              NEW YORK, NEW YORK  10178
                                    (212) 309-6070
                                    _____________

                           CALCULATION OF REGISTRATION FEE

                                 PROPOSED      PROPOSED
                                 MAXIMUM       MAXIMUM
TITLE OF          AMOUNT         OFFERING      AGGREGATE     AMOUNT OF
SECURITIES TO     TO BE          PRICE PER     OFFERING      REGISTRA-
BE REGISTERED     REGISTERED     SHARE (1)     PRICE (1)     TION FEE (1)
=========================================================================
Class A
Common Stock,      500,000        $5.9375      $2,968,75     $1,023.71
par value          shares
$0.01              (2)(3) 
per share                          
==========================================================================

     (1)  Calculated pursuant to Rule 457(c) and (h) , based upon the average
          of the high and low prices for the Class A Common Stock on the
          American Stock Exchange on November 1, 1994, solely for purposes of
          calculating the registration fee.



     <PAGE>2

     (2)  Comprised of 300,000 shares issuable pursuant to the Company's Second
          Amended and Restated 1986 Stock Option Plan and 200,000 shares
          issuable upon achievement of specified performance conditions
          pursuant to the Employment Agreement, effective as of August 5, 1993,
          between the Company and Gerald A. Nathe. 

     (3)  Pursuant to Rule 416(a), the number of shares being registered shall
          be adjusted to include any additional shares which may become
          issuable as a result of stock splits, stock dividends or similar
          transactions in accordance with anti-dilution provisions of the
          Company's Second Amended and Restated 1986 Stock Option Plan and the
          Employment Agreement, effective as of August 5, 1993, between the
          Company and Gerald A. Nathe. 

                                        - 2 -                            



     <PAGE>3
                                  EXPLANATORY NOTES
                                  _________________


               This Registration Statement includes a form of prospectus
          to be used by Gerald A. Nathe, who may be deemed to be an
          affiliate of the Company, in connection with the resale of 40,000
          shares of Class A Common Stock received by him pursuant to the
          Employment Agreement, effective as of August 5, 1993, between the
          Company and him.

                                        - 3 -



          <PAGE>4
                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


          Item 1.   Plan Information.
                    ________________

               Omitted as permitted.


          Item 2.   Registrant Information and Employee Plan Annual
                    Information.
                    ___________

               Omitted as permitted.

                                        - 4 -



          <PAGE>1

          Prospectus

                                    40,000 Shares

                           BALDWIN TECHNOLOGY COMPANY, INC.

                                 Class A Common Stock
                                  __________________


               This  Prospectus relates  to the  offer  and sale  of up  to
          40,000 shares (the  "Shares") of Class A Common  Stock, par value
          $.01  per share  (the  "Common  Stock"),  of  Baldwin  Technology
          Company, Inc. ("Baldwin" or the "Company").  The Shares have been
          or  will   be  acquired   by  Gerald   A.  Nathe  (the   "Selling
          Stockholder") pursuant  to the Employment Agreement, effective as
          of  August  5,  1993,  between   the  Company  and  the   Selling
          Stockholder.  All of  the Shares offered hereby may  be sold from
          time to time by and for the account of the Selling Stockholder or
          any other  selling stockholder named  in this Prospectus or  in a
          supplement to this Prospectus.   See "Selling Stockholder."   The
          methods of sale of the  Shares offered hereby are described under
          the heading  "Plan of  Distribution."  The  Company will  receive
          none of the proceeds  from such sales.  The Company  will pay all
          expenses in connection with this offering, other than commissions
          and discounts of underwriters, dealers or agents. 

               The  Selling  Stockholder  and any  broker  or  dealers that
          participate in the distribution of  the Shares offered hereby may
          be  deemed  to  be  "underwriters"  within  the  meaning  of  the
          Securities  Act of  1933, as  amended (the  "1933 Act"),  and any
          commission or  profit received by  such broker or dealers  on the
          resale of the Shares may be deemed to be underwriting commissions
          and  discounts under  the 1933  Act.   Upon  the Company's  being
          notified by the Selling Stockholder that any material arrangement
          has been entered  into with a  broker or dealer  for the sale  of
          Shares  through a  secondary  distribution, or  a  purchase by  a
          broker or  dealer, a  supplemented Prospectus  will be  filed, if
          required, disclosing among other  things the name of  such broker
          or dealer, the number of Shares involved, the price at which such
          Shares are being  sold and the commissions paid  or the discounts
          or concessions allowed to such broker or dealer.

               There is no assurance that the Selling Stockholder will sell
          any or all  of the Shares.   The Common  Stock of the Company  is
          listed  on  the American  Stock  Exchange  (Symbol:   BLD).    On
          November 1, 1994, the closing price of the Common Stock was $6.00
          per share.

                                                         
                             ____________________________
            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
              SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
                 COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COM-
                   MISSION OR ANY STATE SECURITIES COMMISSION PASSED
                        UPON THE ACCURACY OR ADEQUACY OF THIS
                        PROSPECTUS.  ANY REPRESENTATION TO THE
                           CONTRARY IS A CRIMINAL OFFENSE.
                             ____________________________


                   The date of this Prospectus is November 4, 1994




          <PAGE>2

               No person has been authorized  to give any information or to
          make  any  representation  other  than  those  contained  in,  or
          incorporated by reference into, this Prospectus, and, if given or
          made, such information or representation  must not be relied upon
          as  having  been  authorized  by  the  Company   or  the  Selling
          Stockholder.   This  Prospectus does not  constitute an  offer to
          sell or solicitation of an offer  to buy, nor shall there be  any
          sale of  these securities by  anyone, in any state  in which such
          offer,  solicitation  or  sale would  be  unlawful  prior to  the
          registration  or qualification under  the securities laws  of any
          state, or in  which the person making such  offer or solicitation
          is not  qualified  to do  so,  or to  any person  to  whom it  is
          unlawful to make such offer or solicitation.  Neither delivery of
          this Prospectus  nor  any sale  made hereunder  shall, under  any
          circumstances,  create any  implication that  there  has been  no
          change in the information herein or in the affairs of the Company
          since the date hereof.

               A  registration statement  on  Form S-8  in  respect of  the
          Shares offered  by this Prospectus (the "Registration Statement")
          has  been filed with the  Securities and Exchange Commission (the
          "Commission"), Washington, D.C.  20549, under the 1933 Act.  This
          Prospectus does not contain all  of the information contained  in
          the Registration Statement,  certain portions of which  have been
          omitted pursuant  to the rules and regulations of the Commission.
          Accordingly,  additional information  concerning the  Company and
          such  securities  can  be found  in  the  Registration Statement,
          including various exhibits thereto, which may be inspected at the
          Public  Reference  Section  of  the  Commission  described  under
          "Available Information."


                                AVAILABLE INFORMATION

               The Company is subject to  the reporting requirements of the
          Securities Exchange Act of 1934, as amended (the "1934 Act"), and
          in  accordance therewith files reports and other information with
          the  Commission.  Reports,  proxy and information  statements and
          other information filed by the Company with the Commission can be
          inspected and copied, at prescribed rates, during normal business
          hours  at the  public  reference  facilities  maintained  by  the
          Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
          20549, and at the  following Regional Offices of the  Commission:
          Chicago  Regional Office,  Northwestern  Atrium Center,  500 West
          Madison  Street, Suite 1400,  Chicago, Illinois   60661-2511; and
          New York Regional  Office, 7 World Trade Center,  13th Floor, New
          York, New  York   10048.  Copies  of such  materials can  also be
          obtained from the  Public Reference Section of the Commission, at
          450 Fifth  Street, N.W.,  Washington, D.C.  20549, at  prescribed
          rates.
                                         -2-




          <PAGE>3

               The  Common Stock is listed on  the American Stock Exchange.
          Copies of the Company's reports, proxy and information statements
          and other information can also be inspected at the American Stock
          Exchange.


                         DOCUMENTS INCORPORATED BY REFERENCE

               The following  documents are incorporated  by reference into
          this Prospectus:

               (1)  The Company's Annual Report  on Form 10-K filed for the
          Company's fiscal year ended June 30, 1994; 


               (2)   The Company's  Quarterly Report on  Form 10-Q  for the
          Company's fiscal quarter ended September 30, 1994; and

               (3)    The   description  of  the  Company's   Common  Stock
          registered under the 1934 Act contained in the Company's Form 8-A
          filed with  the Commission  on November  20, 1986, including  any
          amendments  or reports  filed for  the purpose  of updating  such
          description.

               All  reports and other  documents subsequently filed  by the
          Company pursuant  to Sections 13(a),  13(c), 14 and 15(d)  of the
          1934  Act prior  to the  termination  of this  offering shall  be
          deemed to  be incorporated by reference  herein and to be  a part
          hereof from the date of filing of  such documents.  Any statement
          contained herein or  in a document all  or a portion of  which is
          incorporated or  deemed to  be incorporated  by reference  herein
          shall be deemed to be modified or superseded for purposes of this
          Prospectus to the extent that  a statement contained herein or in
          any other subsequently filed document  which also is or is deemed
          to be  incorporated by  reference herein  modifies or  supersedes
          such statement.   Any such  statement so  modified or  superseded
          shall  not be  deemed, except  as so  modified or  superseded, to
          constitute a part of this Prospectus.

               The Company  will provide without  charge to each  person to
          whom this Prospectus is delivered, upon request, a copy of any or
          all of the information  that has been  or may be incorporated  by
          reference  in  this  Prospectus (not  including  exhibits  to the
          information  that  is  incorporated  by  reference  unless   such
          exhibits  are specifically  incorporated  by  reference into  the
          information  that this Prospectus incorporates).  Requests should
          be  directed to  Baldwin Technology  Company,  Inc., 65  Rowayton
          Avenue,  Rowayton, Connecticut  06853, telephone:  (203) 838-7470
          Attention:  Secretary.

                                         -3-



          <PAGE>4
                                     THE COMPANY

               Baldwin Technology Company, Inc. is a leading multi-national
          manufacturer  of material  handling, accessory, control  and pre-
          press  equipment for the  printing industry.   The Company offers
          its customers a  broad range of products designed  to enhance the
          productivity and increase the cost-efficiency of printing presses
          while  addressing the  environmental concerns  and safety  issues
          involved in  the printing  process.   Baldwin's products  include
          cleaning  systems, fountain  solution  and  ink control  systems,
          press and web control systems, web and material handling systems,
          newspaper inserter equipment  and automated imposition and  plate
          exposure equipment.

               The Company  sells its products both to  printers to upgrade
          the quality  and capability of  existing presses and  to printing
          press manufacturers which incorporate the Company's products with
          their  own equipment  for  sale  to printers.    The Company  has
          product  development  and manufacturing  facilities,  as  well as
          sales and  service operations, in  its three major sectors:   the
          Americas, Europe and Asia Pacific.

                                   USE OF PROCEEDS

               The Company  will not receive  any of the proceeds  from the
          sale of the Shares by the Selling Stockholder.


                                 SELLING STOCKHOLDER

               The Selling  Stockholder is an  officer and director  of the
          Company  and may  be deemed to  be an "affiliate"  of the Company
          within the meaning of the 1933 Act.  The following table and text
          indicate  the nature  of any  position, office or  other material
          relationship of the  Selling Stockholder with the  Company or its
          affiliates within the  past three years; the number  of shares of
          the outstanding Common Stock of  the Company owned by the Selling
          Stockholder as of  September 30, 1994; the number  of such shares
          which  may be  sold for  the account  of the  Selling Stockholder
          pursuant to  this Prospectus  and the number  of such  shares and
          percentage of the  outstanding shares of such class  that will be
          owned by the Selling Stockholder  assuming the sale of all shares
          offered hereby.


                     Number                      Number       Percentage
                     Of Shares     Shares        Of Shares    Of Shares
Selling              Owned         Which         Owned        Owned
Stockholder          Before Sale   May be Sold   After Sale   After Sale
___________________  ____________  ____________  __________   ___________
                                  
 Gerald A. Nathe       458,142       40,000       418,142         2.6%


                                         -4-



          <PAGE>5

               Gerald A. Nathe has served as President of the Company since
          August 1993, as  a director of  the Company since  1987 and as  a
          Vice President of the Company from July 1990 through August 1993.
          He has also served as  President of Baldwin Americas Corporation,
          a subsidiary of the Company, since he joined the Company in 1990.



                                 PLAN OF DISTRIBUTION

               The  Shares may be sold by the Selling Stockholder or by his
          pledgees, donees,  transferees or other  successors in  interest.
          In  addition to  any such  number of  Shares sold  hereunder, the
          Selling Stockholder  may, at  the same time,  sell any  shares of
          Common Stock  owned by him  (including the Shares)  in compliance
          with  the  applicable  requirements of  Rule  144,  regardless of
          whether such shares  are covered by this Prospectus.   Such sales
          may be  made on  one or more  exchanges, in  the over-the-counter
          market, or otherwise at prices and at terms then prevailing or at
          prices related to the then-current market price, or in negotiated
          transactions.   The Shares  may be  sold by  one or  more of  the
          following  methods, without  limitation:   (a) a  block trade  in
          which the broker  or dealer so engaged  will attempt to  sell the
          Shares as  agent but  may position  and resell  a portion  of the
          block as principal  to facilitate the transaction;  (b) purchases
          by a broker or  dealer as principal and resale by  such broker or
          dealer for its account pursuant  to this Prospectus; (c) ordinary
          brokerage transactions  and  transactions  in  which  the  broker
          solicits purchasers; (d)  an exchange distribution in  accordance
          with  the   rules  of   such  exchange;   and  (e)   face-to-face
          transactions between sellers  and purchasers without a  broker or
          dealer.   In effecting sales,  brokers or dealers engaged  by the
          Selling  Stockholder may arrange for other  brokers or dealers to
          amounts to  be negotiated  immediately prior to  the sale.   Such
          brokers or dealers and any other participating brokers or dealers
          may be deemed to be "underwriters" within the meaning of the 1933
          Act, in connection with such sales.  

               Upon the Company's being notified by the Selling Stockholder
          that any material arrangement has been entered into with a broker
          or  dealer  for   the  sale   of  Shares   through  a   secondary
          distribution, or a purchase by a broker or dealer, a supplemented
          Prospectus  will be filed,  if required, pursuant  to Rule 424(b)
          under  the 1933  Act, disclosing  (a)  the names  of the  Selling
          Stockholder and  such participating   broker  or dealer,  (b) the
          number of Shares involved, (c) the price at which such Shares are

                                         -5-



          <PAGE>6

          being  sold,  (d)  the  commissions  paid  or  the  discounts  or
          concessions  allowed  to   such  broker  or  dealer,   (e)  where
          applicable, that  such  broker  or dealer  did  not  conduct  any
          investigation to verify  the information set out  or incorporated
          by reference in this Prospectus,  as supplemented, and (f)  other
          facts material to the transaction.

               There is no assurance that the Selling Stockholder will sell
          any or all of the Shares offered hereby.

               The  Company will pay  all expenses in  connection with this
          offering, other than  commissions and discounts of  underwriters,
          dealers or agents.


                                   INDEMNIFICATION

               Section 145 of  the General Corporation Law of  the State of
          Delaware  provides  for  the  indemnification   of  officers  and
          directors under  certain circumstances against  expenses incurred
          in  successfully  defending  against  a  claim,   and  authorizes
          Delaware corporations  to indemnify their officers  and directors
          under  certain  circumstances  against expenses  and  liabilities
          incurred in legal  proceedings involving such persons  because of
          their being  or having been an officer  or director.  Pursuant to
          Section 102(b)(7) of the General  Corporation Law of the State of
          Delaware,  the  Restated  Certificate  of  Incorporation  of  the
          Company  provides that the directors of the Company, individually
          or collectively,  shall  not be  held  personally liable  to  the
          Company or its  stockholders for monetary damages for breaches of
          their fiduciary duty as directors, except that any director shall
          remain liable (1) for any breach of the director's fiduciary duty
          of loyalty to the  Company or its stockholders,  (2) for acts  or
          omissions not in  good faith or involving  intentional misconduct
          or a  knowing violation of  law, (3) for liability  under Section
          174 of the General Corporation Law,  which makes directors liable
          for  unlawful   dividends  or  unlawful   stock  repurchases   or
          redemptions,  or (4) for any transactions from which the director
          derives an improper personal benefit.  The By-Laws of the Company
          provide for indemnification of its  officers and directors to the
          full  extent  authorized  by  law.   The  Company  also currently
          maintains  a directors' and  officers' liability insurance policy
          for the benefit of its management and directors.  

               Insofar as indemnification for liabilities arising under the
          1933  Act may  be  permitted to  directors,  officers or  persons
          controlling the Company pursuant to the foregoing provisions, the
          Company   has been informed that in the opinion of the Commission
          such indemnification is against public policy as expressed in the
          1933 Act and is therefore unenforceable.

                                         -6-




          <PAGE>1
                                       PART II

                             INFORMATION REQUIRED IN THE 
                               REGISTRATION STATEMENT 

          Item 3.   Incorporation of Documents by Reference.
                    _______________________________________

               The following documents filed by Baldwin Technology Company,
          Inc., a Delaware corporation (the "Company"), with the Securities
          and Exchange  Commission (the  "Commission") are  incorporated by
          reference into this registration statement:

               (a)  The latest Annual  Report of the Company on Form  10-K,
          filed  pursuant  to  Section  13(a) or  15(d)  of  the Securities
          Exchange Act of 1934, as amended (the "Exchange Act");

               (b)  All other reports filed by the Company since the end of
          the fiscal year  covered by the Annual Report  referred to above;
          and

               (c)    The   description  of  the  Company's   Common  Stock
          registered under the Exchange Act contained in the Company's Form
          8-A, filed  on  November 20,  1986, including  any amendments  or
          reports filed for the purpose of updating such description.

               All  reports and other  documents subsequently filed  by the
          Company pursuant  to Sections 13(a),  13(c), 14 and 15(d)  of the
          Exchange 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 such
          documents.

               Any statement  contained herein  or in a  document all  or a
          portion of which is 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  in any  other subsequently  filed
          document  which  also is  or  is  deemed  to be  incorporated  by
          reference herein modifies or supersedes such statement.  Any such
          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.

                                         II-1



          <PAGE>2

          Item 6.   Indemnification of Directors and Officers.
                    _________________________________________

               Section 145 of  the General Corporation Law of  the State of
          Delaware  provides  for  the  indemnification  of   officers  and
          directors under certain  circumstances against expenses  incurred
          in successfully defending against a claim and authorizes Delaware
          corporations  to indemnify  their  officers  and directors  under
          certain circumstances against  expenses and liabilities  incurred
          in  legal proceedings  involving such  persons  because of  their
          being or having been an officer or director.  Pursuant to Section
          102(b)(7)  of  the  General  Corporation  Law  of  the  State  of
          Delaware,  the  Restated  Certificate  of  Incorporation  of  the
          Company  provides that the directors of the Company, individually
          or  collectively,  shall not  be  held personally  liable  to the
          Company or  its stockholders for monetary damages for breaches of
          their fiduciary duty as directors, except that any director shall
          remain liable (1) for any breach of the director's fiduciary duty
          of loyalty  to the Company or  its stockholders, (2) for  acts or
          omissions not in  good faith or involving  intentional misconduct
          or a  knowing violation of  law, (3) for liability  under Section
          174 of the General Corporation  Law, which makes directors liable
          for   unlawful  dividends   or  unlawful  stock   repurchases  or
          redemptions, or (4) for any transactions from which the  director
          derives an improper personal benefit.  The By-Laws of the Company
          provide for indemnification of its  officers and directors to the
          full  extent  authorized  by  law.  The  Company  also  currently
          maintains a  directors' and officers'  liability insurance policy
          for the benefit of its management and directors.  


          Item 7.   Exemption from Registration Claimed.
                    ___________________________________

               To the extent, if any, that the offer and sale of the Shares
          by the  Company to the  Selling Stockholder require  an exemption
          from  registration,  such   offer  and  sale  were   exempt  from
          registration pursuant to Section 4(2) of the 1993 Act.

          Item 8.   Exhibits.
                    ________

                                         II-2




          <PAGE>3

             Exhibit     Description
             _______     ___________

               4.1       Employment Agreement,  effective as  of August  5,
                         1993,  between  the Company  and  Gerald A.  Nathe
                         (incorporated by reference to Exhibit 10.22 to the
                         Company's  Annual Report  on  Form  10-K  for  the
                         fiscal year ended June 30, 1994).

               4.2       Restated  Certificate  of   Incorporation  of  the
                         Company  as filed with  the Secretary of  State of
                         the  State  of   Delaware  on  November   4,  1986
                         (incorporated by reference  to Exhibit 3.1 to  the
                         Company's Registration Statement on Form S-1, Reg.
                         No. 33-10028).

               4.3       Certificate  of Amendment  of  the Certificate  of
                         Incorporation  of the  Company as  filed with  the
                         Secretary of  State of  the State  of Delaware  on
                         November 21,  1988 (incorporated  by reference  to
                         Exhibit   3.2   to  the   Company's   Registration
                         Statement on Form S-1, Reg. No. 33-26121).

               4.4       Certificate  of Amendment  of  the Certificate  of
                         Incorporation  of the  Company as  filed with  the
                         Secretary of  State of  the State  of Delaware  on
                         November  20, 1990  (incorporated by  reference to
                         Exhibit 3.3 to the Company's Annual Report on Form
                         10-K for the fiscal year ended June 30, 1991).

               4.5       By-Laws of the Company, as amended.

               5.1       Opinion of Morgan, Lewis & Bockius.

              23.1       Consent of Price Waterhouse, independent accountants.

              23.2       Consent of  Morgan, Lewis &  Bockius (included  in
                         Exhibit 5.1).

               24        Powers  of Attorney (included on Page II-5 of this
                         Registration Statement).


          Item 9.   Undertakings
                    ____________

                  (a)  The undersigned registrant hereby undertakes:


                                         II-3



          <PAGE>4

                    (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 this 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 this Registration Statement; and

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

          provided, however,  that paragraphs  (a)(1)(i) and (a)(1)(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 by the registrant 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.

                  (b)   The undersigned registrant  hereby undertakes that,
          for  purposes of determining  any liability under  the Securities
          Act  of  1933, each  filing  of  the registrant's  annual  report
          pursuant to  Section  13(a) or  Section 15(d)  of the  Securities
          Exchange Act  of 1934 (and,  where applicable, each filing  of an
          employee benefit plan's  annual report pursuant to  Section 15(d)
          of the Securities  Exchange Act of 1934) that  is incorporated by
          reference in the  Registration Statement shall be deemed  to be a
          new registration  statement relating  to  the securities  offered
          therein, and the  offering of such securities at  that time shall
          be deemed to be the initial bona fide offering thereof.

                                         II-4



          <PAGE>5

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

                                         II-5


          <PAGE>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 Town of Rowayton, State of Connecticut, on October 31, 1994.

                                        BALDWIN TECHNOLOGY COMPANY, INC.

                                        By  /s/Wendell M. Smith        
                                            _____________________________
                                            Wendell M. Smith
                                            Chairman of the Board
                                            and Chief Executive Officer

             Each  person  whose signature  appears  below constitutes  and
          appoints Wendell  M. Smith, William   J. Lauricella and  Helen P.
          Oster, and  each of them, his or her true and lawful attorney-in-
          fact   and   agent,   with  full   power   of   substitution  and
          resubstitution, for him or her and in his or her name,  place and
          stead, in any and all capacities, to sign  any and all amendments
          (including post-effective amendments) to this Registration State-
          ment and any  and all other documents  and instruments incidental
          thereto, and to file the same, with all exhibits thereto, and all
          documents  in  connection  therewith,  with  the  Securities  and
          Exchange Commission and any  other regulatory authority, granting
          unto said attorney-in-fact  and agent full power and authority to
          do  and  perform each  and  every  act  and thing  requisite  and
          necessary to be done, as fully to all intents and purposes  as he
          or  she  might  or  could  do in  person,  hereby  ratifying  and
          confirming all  that said attorney-in-fact  and agent, or  his or
          her  substitute, may lawfully  do or cause  to be  done by virtue
          hereof.

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

          /s/Wendell M. Smith       Chairman of the Board,   October 31, 1994
          ________________________  Chief Executive
          Wendell M. Smith          Officer and Director 
                                    (Principal Executive
                                    Officer)

          /s/Gerald A. Nathe        President and Director   October 31, 1994
          ________________________  Director 
          Gerald A. Nathe


          /s/William J. Lauricella  Chief Financial          October 31, 1994
          ________________________  Officer
          William J. Lauricella     and Treasurer
                                    (Principal Financial
                                    Officer)

                                         II-6



          <PAGE>7

          /s/Warren W. Smith             Chief Accounting    October 31, 1994
          ____________________________   Office (Principal
          Warren W. Smith                Accounting Officer)


          /s/Akira Hara                  Vice President      October 31, 1994
          ____________________________   and Director
          Akira Hara


          /s/D. John Youngman            Vice President      October 31, 1994
          ____________________________   and Director
          D. John Youngman


          /s/Judith G. Hyers             Director            October 31, 1994
          ____________________________
          Judith G. Hyers


          /s/Samuel B. Fortenbaugh III   Director            October 31, 1994
          ____________________________
          Samuel B. Fortenbaugh III


          /s/M. Richard Rose             Director            October 31, 1994
          ____________________________
          M. Richard Rose


          /s/Ralph R. Whitney, Jr.       Director            October 31, 1994
          ____________________________
          Ralph R. Whitney, Jr.

                                         II-7



          <PAGE>8
                                    EXHIBIT INDEX

                                                                Sequentially
                                                                Numbered
       Exhibit  Description                                     Page
       _______  ___________                                     ________
                          
          4.1   Employment Agreement, effective as of August 5,
                1993, between the Company and Gerald A. Nathe
                (incorporated by reference to Exhibit 10.22 to
                the Company's Annual Report on Form 10-K for the
                fiscal year ended June 30, 1994).

          4.2   Restated Certificate of Incorporation of the
                Company as filed with the Secretary of State of
                the State of Delaware on November 4, 1986
                (incorporated by reference to Exhibit 3.1 to the
                Company's Registration Statement on Form S-1,
                Reg. No. 33-10028).

          4.3   Certificate of Amendment of the Certificate of
                Incorporation of the Company as filed with the
                Secretary of State of the State of Delaware on
                November 21, 1988 (incorporated by reference to
                Exhibit 3.2 to the Company's Registration
                Statement on Form S-1, Reg. No. 33-26121).

          4.4   Certificate of Amendment of the Certificate of
                Incorporation of the Company as filed with the
                Secretary of State of the State of Delaware on
                November 20, 1990 (incorporated by reference to
                Exhibit 3.3 to the Company's Annual Report on
                Form 10-K for the fiscal year ended June 30,
                1991).

          4.5   By-Laws of the Company, as amended.

          5.1   Opinion of Morgan, Lewis & Bockius.

         23.1   Consent of Price Waterhouse, independent
                accountants.

         23.2   Consent of Morgan, Lewis & Bockius (included in
                Exhibit 5.1).

         24     Powers of Attorney (included on Page II-5 of the
                Registration Statement).


                                         II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 44093}]
{"company-data": {"conformed-name": "BALDWIN TECHNOLOGY CO INC", "cik": "0000805792", "assigned-sic": "3555", "irs-number": "133258160", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56329", "film-number": "94557736"}, "business-address": {"street1": "65 ROWAYTON AVE", "city": "ROWAYTON", "state": "CT", "zip": "06853", "phone": "2038387470"}, "mail-address": {"street1": "65 ROWAYTON AVENUE", "city": "ROWAYTON", "state": "CT", "zip": "06853"}}
As filed with the Securities and Exchange Commission on November 4, 1994.
                                                    REGISTRATION NO. 33-_____
- ------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                    _____________
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                    _____________
                           BALDWIN TECHNOLOGY COMPANY, INC.
                (Exact name of Registrant as specified in its charter)

                          DELAWARE                        13-3258160

                (State or other jurisdiction of          (IRS Employer
                 incorporation or organization)           Identification No.)
                                    _____________
                                  65 ROWAYTON AVENUE
                             ROWAYTON, CONNECTICUT 06853
                                    (203) 838-7470
            (Address, including zip code, of Principal Executive Offices)
                                    ______________
                   BALDWIN TECHNOLOGY COMPANY, INC. SECOND AMENDED
                         AND RESTATED 1986 STOCK OPTION PLAN

                                         AND

        SHARES ISSUABLE UPON ACHIEVEMENT OF PERFORMANCE CONDITIONS UNDER THE 
            EMPLOYMENT AGREEMENT, EFFECTIVE AS OF AUGUST 5, 1993, BETWEEN
                 BALDWIN TECHNOLOGY COMPANY, INC. AND GERALD A. NATHE
                              (Full title of the Plans)
                                    _____________
                                   WENDELL M. SMITH
                                CHAIRMAN OF THE BOARD
                           BALDWIN TECHNOLOGY COMPANY, INC.
                                  65 ROWAYTON AVENUE
                             ROWAYTON, CONNECTICUT 06853
                                    (203) 838-7470
                        (Name, address, and telephone number, 
                      including area code, of agent for service)

                                    _____________
  
                                      COPIES TO:
                           SAMUEL B. FORTENBAUGH III, ESQ.
                               MORGAN, LEWIS & BOCKIUS
                                   101 PARK AVENUE
                              NEW YORK, NEW YORK  10178
                                    (212) 309-6070
                                    _____________

                           CALCULATION OF REGISTRATION FEE

                                 PROPOSED      PROPOSED
                                 MAXIMUM       MAXIMUM
TITLE OF          AMOUNT         OFFERING      AGGREGATE     AMOUNT OF
SECURITIES TO     TO BE          PRICE PER     OFFERING      REGISTRA-
BE REGISTERED     REGISTERED     SHARE (1)     PRICE (1)     TION FEE (1)
=========================================================================
Class A
Common Stock,      500,000        $5.9375      $2,968,75     $1,023.71
par value          shares
$0.01              (2)(3) 
per share                          
==========================================================================

     (1)  Calculated pursuant to Rule 457(c) and (h) , based upon the average
          of the high and low prices for the Class A Common Stock on the
          American Stock Exchange on November 1, 1994, solely for purposes of
          calculating the registration fee.
2

     (2)  Comprised of 300,000 shares issuable pursuant to the Company's Second
          Amended and Restated 1986 Stock Option Plan and 200,000 shares
          issuable upon achievement of specified performance conditions
          pursuant to the Employment Agreement, effective as of August 5, 1993,
          between the Company and Gerald A. Nathe. 

     (3)  Pursuant to Rule 416(a), the number of shares being registered shall
          be adjusted to include any additional shares which may become
          issuable as a result of stock splits, stock dividends or similar
          transactions in accordance with anti-dilution provisions of the
          Company's Second Amended and Restated 1986 Stock Option Plan and the
          Employment Agreement, effective as of August 5, 1993, between the
          Company and Gerald A. Nathe. 

                                        - 2 -
3
                                  EXPLANATORY NOTES
                                  _________________

               This Registration Statement includes a form of prospectus
          to be used by Gerald A. Nathe, who may be deemed to be an
          affiliate of the Company, in connection with the resale of 40,000
          shares of Class A Common Stock received by him pursuant to the
          Employment Agreement, effective as of August 5, 1993, between the
          Company and him.

                                        - 3 -
4
                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Item 1.   Plan Information.
                    ________________

               Omitted as permitted.

          Item 2.   Registrant Information and Employee Plan Annual
                    Information.
                    ___________

               Omitted as permitted.

                                        - 4 -
1

          Prospectus

                                    40,000 Shares

                           BALDWIN TECHNOLOGY COMPANY, INC.

                                 Class A Common Stock
                                  __________________

               This  Prospectus relates  to the  offer  and sale  of up  to
          40,000 shares (the  "Shares") of Class A Common  Stock, par value
          $.01  per share  (the  "Common  Stock"),  of  Baldwin  Technology
          Company, Inc. ("Baldwin" or the "Company").  The Shares have been
          or  will   be  acquired   by  Gerald   A.  Nathe  (the   "Selling
          Stockholder") pursuant  to the Employment Agreement, effective as
          of  August  5,  1993,  between   the  Company  and  the   Selling
          Stockholder.  All of  the Shares offered hereby may  be sold from
          time to time by and for the account of the Selling Stockholder or
          any other  selling stockholder named  in this Prospectus or  in a
          supplement to this Prospectus.   See "Selling Stockholder."   The
          methods of sale of the  Shares offered hereby are described under
          the heading  "Plan of  Distribution."  The  Company will  receive
          none of the proceeds  from such sales.  The Company  will pay all
          expenses in connection with this offering, other than commissions
          and discounts of underwriters, dealers or agents. 

               The  Selling  Stockholder  and any  broker  or  dealers that
          participate in the distribution of  the Shares offered hereby may
          be  deemed  to  be  "underwriters"  within  the  meaning  of  the
          Securities  Act of  1933, as  amended (the  "1933 Act"),  and any
          commission or  profit received by  such broker or dealers  on the
          resale of the Shares may be deemed to be underwriting commissions
          and  discounts under  the 1933  Act.   Upon  the Company's  being
          notified by the Selling Stockholder that any material arrangement
          has been entered  into with a  broker or dealer  for the sale  of
          Shares  through a  secondary  distribution, or  a  purchase by  a
          broker or  dealer, a  supplemented Prospectus  will be  filed, if
          required, disclosing among other  things the name of  such broker
          or dealer, the number of Shares involved, the price at which such
          Shares are being  sold and the commissions paid  or the discounts
          or concessions allowed to such broker or dealer.

               There is no assurance that the Selling Stockholder will sell
          any or all  of the Shares.   The Common  Stock of the Company  is
          listed  on  the American  Stock  Exchange  (Symbol:   BLD).    On
          November 1, 1994, the closing price of the Common Stock was $6.00
          per share.

                                                         
                             ____________________________
            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
              SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
                 COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COM-
                   MISSION OR ANY STATE SECURITIES COMMISSION PASSED
                        UPON THE ACCURACY OR ADEQUACY OF THIS
                        PROSPECTUS.  ANY REPRESENTATION TO THE
                           CONTRARY IS A CRIMINAL OFFENSE.
                             ____________________________

                   The date of this Prospectus is November 4, 1994
2

               No person has been authorized  to give any information or to
          make  any  representation  other  than  those  contained  in,  or
          incorporated by reference into, this Prospectus, and, if given or
          made, such information or representation  must not be relied upon
          as  having  been  authorized  by  the  Company   or  the  Selling
          Stockholder.   This  Prospectus does not  constitute an  offer to
          sell or solicitation of an offer  to buy, nor shall there be  any
          sale of  these securities by  anyone, in any state  in which such
          offer,  solicitation  or  sale would  be  unlawful  prior to  the
          registration  or qualification under  the securities laws  of any
          state, or in  which the person making such  offer or solicitation
          is not  qualified  to do  so,  or to  any person  to  whom it  is
          unlawful to make such offer or solicitation.  Neither delivery of
          this Prospectus  nor  any sale  made hereunder  shall, under  any
          circumstances,  create any  implication that  there  has been  no
          change in the information herein or in the affairs of the Company
          since the date hereof.

               A  registration statement  on  Form S-8  in  respect of  the
          Shares offered  by this Prospectus (the "Registration Statement")
          has  been filed with the  Securities and Exchange Commission (the
          "Commission"), Washington, D.C.  20549, under the 1933 Act.  This
          Prospectus does not contain all  of the information contained  in
          the Registration Statement,  certain portions of which  have been
          omitted pursuant  to the rules and regulations of the Commission.
          Accordingly,  additional information  concerning the  Company and
          such  securities  can  be found  in  the  Registration Statement,
          including various exhibits thereto, which may be inspected at the
          Public  Reference  Section  of  the  Commission  described  under
          "Available Information."

                                AVAILABLE INFORMATION

               The Company is subject to  the reporting requirements of the
          Securities Exchange Act of 1934, as amended (the "1934 Act"), and
          in  accordance therewith files reports and other information with
          the  Commission.  Reports,  proxy and information  statements and
          other information filed by the Company with the Commission can be
          inspected and copied, at prescribed rates, during normal business
          hours  at the  public  reference  facilities  maintained  by  the
          Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
          20549, and at the  following Regional Offices of the  Commission:
          Chicago  Regional Office,  Northwestern  Atrium Center,  500 West
          Madison  Street, Suite 1400,  Chicago, Illinois   60661-2511; and
          New York Regional  Office, 7 World Trade Center,  13th Floor, New
          York, New  York   10048.  Copies  of such  materials can  also be
          obtained from the  Public Reference Section of the Commission, at
          450 Fifth  Street, N.W.,  Washington, D.C.  20549, at  prescribed
          rates.
                                         -2-
3

               The  Common Stock is listed on  the American Stock Exchange.
          Copies of the Company's reports, proxy and information statements
          and other information can also be inspected at the American Stock
          Exchange.

                         DOCUMENTS INCORPORATED BY REFERENCE

               The following  documents are incorporated  by reference into
          this Prospectus:

               (1)  The Company's Annual Report  on Form 10-K filed for the
          Company's fiscal year ended June 30, 1994; 

               (2)   The Company's  Quarterly Report on  Form 10-Q  for the
          Company's fiscal quarter ended September 30, 1994; and

               (3)    The   description  of  the  Company's   Common  Stock
          registered under the 1934 Act contained in the Company's Form 8-A
          filed with  the Commission  on November  20, 1986, including  any
          amendments  or reports  filed for  the purpose  of updating  such
          description.

               All  reports and other  documents subsequently filed  by the
          Company pursuant  to Sections 13(a),  13(c), 14 and 15(d)  of the
          1934  Act prior  to the  termination  of this  offering shall  be
          deemed to  be incorporated by reference  herein and to be  a part
          hereof from the date of filing of  such documents.  Any statement
          contained herein or  in a document all  or a portion of  which is
          incorporated or  deemed to  be incorporated  by reference  herein
          shall be deemed to be modified or superseded for purposes of this
          Prospectus to the extent that  a statement contained herein or in
          any other subsequently filed document  which also is or is deemed
          to be  incorporated by  reference herein  modifies or  supersedes
          such statement.   Any such  statement so  modified or  superseded
          shall  not be  deemed, except  as so  modified or  superseded, to
          constitute a part of this Prospectus.

               The Company  will provide without  charge to each  person to
          whom this Prospectus is delivered, upon request, a copy of any or
          all of the information  that has been  or may be incorporated  by
          reference  in  this  Prospectus (not  including  exhibits  to the
          information  that  is  incorporated  by  reference  unless   such
          exhibits  are specifically  incorporated  by  reference into  the
          information  that this Prospectus incorporates).  Requests should
          be  directed to  Baldwin Technology  Company,  Inc., 65  Rowayton
          Avenue,  Rowayton, Connecticut  06853, telephone:  (203) 838-7470
          Attention:  Secretary.

                                         -3-
4
                                     THE COMPANY

               Baldwin Technology Company, Inc. is a leading multi-national
          manufacturer  of material  handling, accessory, control  and pre-
          press  equipment for the  printing industry.   The Company offers
          its customers a  broad range of products designed  to enhance the
          productivity and increase the cost-efficiency of printing presses
          while  addressing the  environmental concerns  and safety  issues
          involved in  the printing  process.   Baldwin's products  include
          cleaning  systems, fountain  solution  and  ink control  systems,
          press and web control systems, web and material handling systems,
          newspaper inserter equipment  and automated imposition and  plate
          exposure equipment.

               The Company  sells its products both to  printers to upgrade
          the quality  and capability of  existing presses and  to printing
          press manufacturers which incorporate the Company's products with
          their  own equipment  for  sale  to printers.    The Company  has
          product  development  and manufacturing  facilities,  as  well as
          sales and  service operations, in  its three major sectors:   the
          Americas, Europe and Asia Pacific.

                                   USE OF PROCEEDS

               The Company  will not receive  any of the proceeds  from the
          sale of the Shares by the Selling Stockholder.

                                 SELLING STOCKHOLDER

               The Selling  Stockholder is an  officer and director  of the
          Company  and may  be deemed to  be an "affiliate"  of the Company
          within the meaning of the 1933 Act.  The following table and text
          indicate  the nature  of any  position, office or  other material
          relationship of the  Selling Stockholder with the  Company or its
          affiliates within the  past three years; the number  of shares of
          the outstanding Common Stock of  the Company owned by the Selling
          Stockholder as of  September 30, 1994; the number  of such shares
          which  may be  sold for  the account  of the  Selling Stockholder
          pursuant to  this Prospectus  and the number  of such  shares and
          percentage of the  outstanding shares of such class  that will be
          owned by the Selling Stockholder  assuming the sale of all shares
          offered hereby.

                     Number                      Number       Percentage
                     Of Shares     Shares        Of Shares    Of Shares
Selling              Owned         Which         Owned        Owned
Stockholder          Before Sale   May be Sold   After Sale   After Sale
___________________  ____________  ____________  __________   ___________
                                  
 Gerald A. Nathe       458,142       40,000       418,142         2.6%

                                         -4-
5

               Gerald A. Nathe has served as President of the Company since
          August 1993, as  a director of  the Company since  1987 and as  a
          Vice President of the Company from July 1990 through August 1993.
          He has also served as  President of Baldwin Americas Corporation,
          a subsidiary of the Company, since he joined the Company in 1990.

                                 PLAN OF DISTRIBUTION

               The  Shares may be sold by the Selling Stockholder or by his
          pledgees, donees,  transferees or other  successors in  interest.
          In  addition to  any such  number of  Shares sold  hereunder, the
          Selling Stockholder  may, at  the same time,  sell any  shares of
          Common Stock  owned by him  (including the Shares)  in compliance
          with  the  applicable  requirements of  Rule  144,  regardless of
          whether such shares  are covered by this Prospectus.   Such sales
          may be  made on  one or more  exchanges, in  the over-the-counter
          market, or otherwise at prices and at terms then prevailing or at
          prices related to the then-current market price, or in negotiated
          transactions.   The Shares  may be  sold by  one or  more of  the
          following  methods, without  limitation:   (a) a  block trade  in
          which the broker  or dealer so engaged  will attempt to  sell the
          Shares as  agent but  may position  and resell  a portion  of the
          block as principal  to facilitate the transaction;  (b) purchases
          by a broker or  dealer as principal and resale by  such broker or
          dealer for its account pursuant  to this Prospectus; (c) ordinary
          brokerage transactions  and  transactions  in  which  the  broker
          solicits purchasers; (d)  an exchange distribution in  accordance
          with  the   rules  of   such  exchange;   and  (e)   face-to-face
          transactions between sellers  and purchasers without a  broker or
          dealer.   In effecting sales,  brokers or dealers engaged  by the
          Selling  Stockholder may arrange for other  brokers or dealers to
          amounts to  be negotiated  immediately prior to  the sale.   Such
          brokers or dealers and any other participating brokers or dealers
          may be deemed to be "underwriters" within the meaning of the 1933
          Act, in connection with such sales.  

               Upon the Company's being notified by the Selling Stockholder
          that any material arrangement has been entered into with a broker
          or  dealer  for   the  sale   of  Shares   through  a   secondary
          distribution, or a purchase by a broker or dealer, a supplemented
          Prospectus  will be filed,  if required, pursuant  to Rule 424(b)
          under  the 1933  Act, disclosing  (a)  the names  of the  Selling
          Stockholder and  such participating   broker  or dealer,  (b) the
          number of Shares involved, (c) the price at which such Shares are

                                         -5-
6

          being  sold,  (d)  the  commissions  paid  or  the  discounts  or
          concessions  allowed  to   such  broker  or  dealer,   (e)  where
          applicable, that  such  broker  or dealer  did  not  conduct  any
          investigation to verify  the information set out  or incorporated
          by reference in this Prospectus,  as supplemented, and (f)  other
          facts material to the transaction.

               There is no assurance that the Selling Stockholder will sell
          any or all of the Shares offered hereby.

               The  Company will pay  all expenses in  connection with this
          offering, other than  commissions and discounts of  underwriters,
          dealers or agents.

                                   INDEMNIFICATION

               Section 145 of  the General Corporation Law of  the State of
          Delaware  provides  for  the  indemnification   of  officers  and
          directors under  certain circumstances against  expenses incurred
          in  successfully  defending  against  a  claim,   and  authorizes
          Delaware corporations  to indemnify their officers  and directors
          under  certain  circumstances  against expenses  and  liabilities
          incurred in legal  proceedings involving such persons  because of
          their being  or having been an officer  or director.  Pursuant to
          Section 102(b)(7) of the General  Corporation Law of the State of
          Delaware,  the  Restated  Certificate  of  Incorporation  of  the
          Company  provides that the directors of the Company, individually
          or collectively,  shall  not be  held  personally liable  to  the
          Company or its  stockholders for monetary damages for breaches of
          their fiduciary duty as directors, except that any director shall
          remain liable (1) for any breach of the director's fiduciary duty
          of loyalty to the  Company or its stockholders,  (2) for acts  or
          omissions not in  good faith or involving  intentional misconduct
          or a  knowing violation of  law, (3) for liability  under Section
          174 of the General Corporation Law,  which makes directors liable
          for  unlawful   dividends  or  unlawful   stock  repurchases   or
          redemptions,  or (4) for any transactions from which the director
          derives an improper personal benefit.  The By-Laws of the Company
          provide for indemnification of its  officers and directors to the
          full  extent  authorized  by  law.   The  Company  also currently
          maintains  a directors' and  officers' liability insurance policy
          for the benefit of its management and directors.  

               Insofar as indemnification for liabilities arising under the
          1933  Act may  be  permitted to  directors,  officers or  persons
          controlling the Company pursuant to the foregoing provisions, the
          Company   has been informed that in the opinion of the Commission
          such indemnification is against public policy as expressed in the
          1933 Act and is therefore unenforceable.

                                         -6-
1
                                       PART II

                             INFORMATION REQUIRED IN THE 
                               REGISTRATION STATEMENT 

          Item 3.   Incorporation of Documents by Reference.
                    _______________________________________

               The following documents filed by Baldwin Technology Company,
          Inc., a Delaware corporation (the "Company"), with the Securities
          and Exchange  Commission (the  "Commission") are  incorporated by
          reference into this registration statement:

               (a)  The latest Annual  Report of the Company on Form  10-K,
          filed  pursuant  to  Section  13(a) or  15(d)  of  the Securities
          Exchange Act of 1934, as amended (the "Exchange Act");

               (b)  All other reports filed by the Company since the end of
          the fiscal year  covered by the Annual Report  referred to above;
          and

               (c)    The   description  of  the  Company's   Common  Stock
          registered under the Exchange Act contained in the Company's Form
          8-A, filed  on  November 20,  1986, including  any amendments  or
          reports filed for the purpose of updating such description.

               All  reports and other  documents subsequently filed  by the
          Company pursuant  to Sections 13(a),  13(c), 14 and 15(d)  of the
          Exchange 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 such
          documents.

               Any statement  contained herein  or in a  document all  or a
          portion of which is 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  in any  other subsequently  filed
          document  which  also is  or  is  deemed  to be  incorporated  by
          reference herein modifies or supersedes such statement.  Any such
          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.

                                         II-1
2

          Item 6.   Indemnification of Directors and Officers.
                    _________________________________________

               Section 145 of  the General Corporation Law of  the State of
          Delaware  provides  for  the  indemnification  of   officers  and
          directors under certain  circumstances against expenses  incurred
          in successfully defending against a claim and authorizes Delaware
          corporations  to indemnify  their  officers  and directors  under
          certain circumstances against  expenses and liabilities  incurred
          in  legal proceedings  involving such  persons  because of  their
          being or having been an officer or director.  Pursuant to Section
          102(b)(7)  of  the  General  Corporation  Law  of  the  State  of
          Delaware,  the  Restated  Certificate  of  Incorporation  of  the
          Company  provides that the directors of the Company, individually
          or  collectively,  shall not  be  held personally  liable  to the
          Company or  its stockholders for monetary damages for breaches of
          their fiduciary duty as directors, except that any director shall
          remain liable (1) for any breach of the director's fiduciary duty
          of loyalty  to the Company or  its stockholders, (2) for  acts or
          omissions not in  good faith or involving  intentional misconduct
          or a  knowing violation of  law, (3) for liability  under Section
          174 of the General Corporation  Law, which makes directors liable
          for   unlawful  dividends   or  unlawful  stock   repurchases  or
          redemptions, or (4) for any transactions from which the  director
          derives an improper personal benefit.  The By-Laws of the Company
          provide for indemnification of its  officers and directors to the
          full  extent  authorized  by  law.  The  Company  also  currently
          maintains a  directors' and officers'  liability insurance policy
          for the benefit of its management and directors.  

          Item 7.   Exemption from Registration Claimed.
                    ___________________________________

               To the extent, if any, that the offer and sale of the Shares
          by the  Company to the  Selling Stockholder require  an exemption
          from  registration,  such   offer  and  sale  were   exempt  from
          registration pursuant to Section 4(2) of the 1993 Act.

          Item 8.   Exhibits.
                    ________

                                         II-2
3

             Exhibit     Description
             _______     ___________

               4.1       Employment Agreement,  effective as  of August  5,
                         1993,  between  the Company  and  Gerald A.  Nathe
                         (incorporated by reference to Exhibit 10.22 to the
                         Company's  Annual Report  on  Form  10-K  for  the
                         fiscal year ended June 30, 1994).

               4.2       Restated  Certificate  of   Incorporation  of  the
                         Company  as filed with  the Secretary of  State of
                         the  State  of   Delaware  on  November   4,  1986
                         (incorporated by reference  to Exhibit 3.1 to  the
                         Company's Registration Statement on Form S-1, Reg.
                         No. 33-10028).

               4.3       Certificate  of Amendment  of  the Certificate  of
                         Incorporation  of the  Company as  filed with  the
                         Secretary of  State of  the State  of Delaware  on
                         November 21,  1988 (incorporated  by reference  to
                         Exhibit   3.2   to  the   Company's   Registration
                         Statement on Form S-1, Reg. No. 33-26121).

               4.4       Certificate  of Amendment  of  the Certificate  of
                         Incorporation  of the  Company as  filed with  the
                         Secretary of  State of  the State  of Delaware  on
                         November  20, 1990  (incorporated by  reference to
                         Exhibit 3.3 to the Company's Annual Report on Form
                         10-K for the fiscal year ended June 30, 1991).

               4.5       By-Laws of the Company, as amended.

               5.1       Opinion of Morgan, Lewis & Bockius.

              23.1       Consent of Price Waterhouse, independent accountants.

              23.2       Consent of  Morgan, Lewis &  Bockius (included  in
                         Exhibit 5.1).

               24        Powers  of Attorney (included on Page II-5 of this
                         Registration Statement).

          Item 9.   Undertakings
                    ____________

                  (a)  The undersigned registrant hereby undertakes:

                                         II-3
4

                    (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 this 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 this Registration Statement; and

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

          provided, however,  that paragraphs  (a)(1)(i) and (a)(1)(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 by the registrant 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.

                  (b)   The undersigned registrant  hereby undertakes that,
          for  purposes of determining  any liability under  the Securities
          Act  of  1933, each  filing  of  the registrant's  annual  report
          pursuant to  Section  13(a) or  Section 15(d)  of the  Securities
          Exchange Act  of 1934 (and,  where applicable, each filing  of an
          employee benefit plan's  annual report pursuant to  Section 15(d)
          of the Securities  Exchange Act of 1934) that  is incorporated by
          reference in the  Registration Statement shall be deemed  to be a
          new registration  statement relating  to  the securities  offered
          therein, and the  offering of such securities at  that time shall
          be deemed to be the initial bona fide offering thereof.

                                         II-4
5

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

                                         II-5
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 Town of Rowayton, State of Connecticut, on October 31, 1994.

                                        BALDWIN TECHNOLOGY COMPANY, INC.

                                        By  /s/Wendell M. Smith        
                                            _____________________________
                                            Wendell M. Smith
                                            Chairman of the Board
                                            and Chief Executive Officer

             Each  person  whose signature  appears  below constitutes  and
          appoints Wendell  M. Smith, William   J. Lauricella and  Helen P.
          Oster, and  each of them, his or her true and lawful attorney-in-
          fact   and   agent,   with  full   power   of   substitution  and
          resubstitution, for him or her and in his or her name,  place and
          stead, in any and all capacities, to sign  any and all amendments
          (including post-effective amendments) to this Registration State-
          ment and any  and all other documents  and instruments incidental
          thereto, and to file the same, with all exhibits thereto, and all
          documents  in  connection  therewith,  with  the  Securities  and
          Exchange Commission and any  other regulatory authority, granting
          unto said attorney-in-fact  and agent full power and authority to
          do  and  perform each  and  every  act  and thing  requisite  and
          necessary to be done, as fully to all intents and purposes  as he
          or  she  might  or  could  do in  person,  hereby  ratifying  and
          confirming all  that said attorney-in-fact  and agent, or  his or
          her  substitute, may lawfully  do or cause  to be  done by virtue
          hereof.

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

          /s/Wendell M. Smith       Chairman of the Board,   October 31, 1994
          ________________________  Chief Executive
          Wendell M. Smith          Officer and Director 
                                    (Principal Executive
                                    Officer)

          /s/Gerald A. Nathe        President and Director   October 31, 1994
          ________________________  Director 
          Gerald A. Nathe

          /s/William J. Lauricella  Chief Financial          October 31, 1994
          ________________________  Officer
          William J. Lauricella     and Treasurer
                                    (Principal Financial
                                    Officer)

                                         II-6
7

          /s/Warren W. Smith             Chief Accounting    October 31, 1994
          ____________________________   Office (Principal
          Warren W. Smith                Accounting Officer)

          /s/Akira Hara                  Vice President      October 31, 1994
          ____________________________   and Director
          Akira Hara

          /s/D. John Youngman            Vice President      October 31, 1994
          ____________________________   and Director
          D. John Youngman

          /s/Judith G. Hyers             Director            October 31, 1994
          ____________________________
          Judith G. Hyers

          /s/Samuel B. Fortenbaugh III   Director            October 31, 1994
          ____________________________
          Samuel B. Fortenbaugh III

          /s/M. Richard Rose             Director            October 31, 1994
          ____________________________
          M. Richard Rose

          /s/Ralph R. Whitney, Jr.       Director            October 31, 1994
          ____________________________
          Ralph R. Whitney, Jr.

                                         II-7
8
                                    EXHIBIT INDEX

                                                                Sequentially
                                                                Numbered
       Exhibit  Description                                     Page
       _______  ___________                                     ________
                          
          4.1   Employment Agreement, effective as of August 5,
                1993, between the Company and Gerald A. Nathe
                (incorporated by reference to Exhibit 10.22 to
                the Company's Annual Report on Form 10-K for the
                fiscal year ended June 30, 1994).

          4.2   Restated Certificate of Incorporation of the
                Company as filed with the Secretary of State of
                the State of Delaware on November 4, 1986
                (incorporated by reference to Exhibit 3.1 to the
                Company's Registration Statement on Form S-1,
                Reg. No. 33-10028).

          4.3   Certificate of Amendment of the Certificate of
                Incorporation of the Company as filed with the
                Secretary of State of the State of Delaware on
                November 21, 1988 (incorporated by reference to
                Exhibit 3.2 to the Company's Registration
                Statement on Form S-1, Reg. No. 33-26121).

          4.4   Certificate of Amendment of the Certificate of
                Incorporation of the Company as filed with the
                Secretary of State of the State of Delaware on
                November 20, 1990 (incorporated by reference to
                Exhibit 3.3 to the Company's Annual Report on
                Form 10-K for the fiscal year ended June 30,
                1991).

          4.5   By-Laws of the Company, as amended.

          5.1   Opinion of Morgan, Lewis & Bockius.

         23.1   Consent of Price Waterhouse, independent
                accountants.

         23.2   Consent of Morgan, Lewis & Bockius (included in
                Exhibit 5.1).

         24     Powers of Attorney (included on Page II-5 of the
                Registration Statement).

                                         II-8