As filed with the Securities and Exchange Commission on March 6, 1998
                         Registration No. 333-__________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933



                          ATCHISON CASTING CORPORATION
             (Exact name of Registrant as specified in its charter)

                                Kansas 48-1156578
                  (State or other jurisdiction (I.R.S. Employer
              of incorporation or organization) Identification No.)

                             400 South Fourth Street
                           Atchison, Kansas 66002-0188
   (Address, including zip code, of Registrant's principal executive offices)

                   ATCHISON CASTING 1993 INCENTIVE STOCK PLAN
                            (Full title of the Plan)


                                  Hugh H. Aiken
          Chairman of the Board, President and Chief Executive Officer
                          Atchison Casting Corporation
                             400 South Fourth Street
                           Atchison, Kansas 66002-0188
                                 (913) 367-2121
 (Name, address and telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

=====================================   ===============  ==================    =================      ================
<S>                                      <C>             <C>                   <C>                    <C>               

                                                             Proposed           Proposed maximum
Title of securities to be registered      Amount to be        maximum          aggregate offering        Amount of
                                           registered     offering price per        price             registration fee
                                                               share
--------------------------------------  ----------------  ------------------    --------------        ----------------
Common Stock, par value $.01 per share   400,000 shares      $16.00 (1)         $6,400,000 (1)        $1,888.00 (1)
======================================  ================  ==================    ==============        ================
<FN>

(1)      Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of
         1933 based on the average of the high and low prices reported on February 27, 1998.

</FN>
</TABLE>





<PAGE>



         This Registration Statement on Form S-8 of Atchison Casting Corporation
(the "Company") is being filed in accordance with General  Instruction E to Form
S-8 for the purpose of  registering  additional  shares of the Company's  Common
Stock, par value $.01 per share,  issuable under the Atchison Casting  Incentive
Stock Plan, as amended and restated  (the  "Plan").  The shares to be registered
hereunder  are in addition to shares  which were  previously  registered  by the
Company's Registration  Statement on Form S-8, Registration No. 33-81908,  filed
with the  Securities  and  Exchange  Commission  on July 25,  1994  (the  "Prior
Registration  Statement").  The  contents of the  Company's  Prior  Registration
Statement on Form S-8 are incorporated herein by reference, except to the extent
supplemented below.

Item 8: Exhibits

         The following additional exhibits are hereby enclosed for filing:

EXHIBIT
NUMBER

4.1  Articles  of  Incorporation  of  Atchison  Casting  Corporation,  a  Kansas
     corporation  (incorporated  by  reference  to Exhibit 4.1 of the  Company's
     Quarterly Report on Form 10-Q for the quarter ended December 31, 1994).

4.2  By-Laws of Atchison Casting Corporation, a Kansas corporation (incorporated
     by reference to Exhibit 4.2 of the Company's  Quarterly Report on Form 10-Q
     for the quarter ended December 31, 1994).

4.3(a) Credit  Agreement dated as of May 24, 1996 by and among the Company,  the
     banks  party   thereto  and  Harris  Trust  and  Savings   Bank,  as  Agent
     (incorporated by reference to Exhibit 4.1 of the Company's Annual Report on
     Form 10-K for the fiscal year ended June 30, 1996).

4.3(b) First Amendment dated as of May 12, 1997 to Credit  Agreement dated as of
     May 24, 1996 by and among the Company,  the banks party  thereto and Harris
     Trust and Savings  Bank,  as Agent  (incorporated  by  reference to Exhibit
     4.4(b) of Amendment No. 2 to Form S-2 Registration  Statement No. 333-25157
     filed May 19, 1997).

4.4(a) Note Purchase Agreement dated as of July 29, 1994 between the Company and
     Teachers Insurance and Annuity Association of America pursuant to which the
     Company's  8.44%  Senior  Notes  due  2004  were  issued  (incorporated  by
     reference to Exhibit 4.3 of the  Company's  Annual  Report on Form 10-K for
     the year ended June 30, 1994).

4.4(b) First Amendment dated as of March 8, 1996 to the Note Purchase  Agreement
     dated July 29, 1994, between the Company and Teachers Insurance and Annuity
     Association  of America  (incorporated  by  reference to Exhibit 4.2 of the
     Company's Current Report on Form 8-K dated March 25, 1996).

                                       1

<PAGE>



4.4(c) Second Amendment dated as of May 24, 1996 to the Note Purchase  Agreement
     dated July 29, 1994, between the Company and Teachers Insurance and Annuity
     Association of America  (incorporated by reference to Exhibit 4.2(c) of the
     Company's  Annual  Report on Form 10-K for the  fiscal  year ended June 30,
     1996).

4.5  Specimen  stock  certificate  (incorporated  by reference to Exhibit 4.3 of
     Amendment No. 2 to Form S-2 Registration  Statement No. 333-25157 filed May
     19, 1997).

5.1  Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP.

23.1 Consent of Blackwell  Sanders  Matheny  Weary & Lombardi  LLP  (included in
     Exhibit 5.1).

23.2 Consent of Deloitte & Touche LLP.

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

                                      2

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atchison, State of Kansas, on February 20, 1998.

                                        ATCHISON CASTING CORPORATION




                                        By:      /s/  Hugh H. Aiken
                                          -------------------------------------
                                           Hugh H. Aiken
                                           Chairman of the Board,
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         We,  the  undersigned   directors  and  officers  of  Atchison  Casting
Corporation,  do  hereby  constitute  and  appoint  Hugh H.  Aiken  and Kevin T.
McDermed,  and each of them, our true and lawful  attorneys-in-fact  and agents,
with full  power of  substitution  and  resubstitution,  for us and in our name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this Registration  Statement,  and any additional  Registration Statements filed
pursuant to Rule 462(b) under the  Securities Act of 1933, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and we do hereby ratify and confirm all that
said  attorneys-in-fact  and agents,  or their  substitutes,  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  by  the  following  persons  in  the
capacities and on the dates stated.



      Name                             Capacity                   Date
      -----                            --------                   ----

/s/  Hugh H. Aiken                Chairman of the Board,      February 20, 1998
--------------------------------  President, Chief Executive 
     Hugh H. Aiken                Officer and Director
                                  (Principal Executive Officer)



                                        3

<PAGE>





/s/  Kevin T. McDermed            Vice President,              February 16, 1998
-------------------------------   Chief Financial Officer,
     Kevin T. McDermed            Treasurer, and Secretary
                                  (Principal Financial Officer
                                  and Principal Accounting
                                  Officer)


/s/ David L. Belluck              Director                     February 25, 1998
-------------------------------
     David L. Belluck


/s/ John O. Whitney               Director                     February 20, 1998
-------------------------------
     John O. Whitney


/s/ Ray H. Witt                   Director                     February 20, 1998
-------------------------------
      Ray H. Witt


/s/  Stuart Z. Uram               Director                     February 20, 1998
-------------------------------
      Stuart Z. Uram



                                        4
[{"type": "S-8", "sequence": "1", "description": "ATCHISON CASTING S-8", "secsgml_size_bytes": 9839}]
{"company-data": {"conformed-name": "ATCHISON CASTING CORP", "cik": "0000911115", "assigned-sic": "3320", "irs-number": "431572203", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47477", "film-number": "98559369"}, "business-address": {"street1": "400 S 4TH ST", "city": "ATCHISON", "state": "KS", "zip": "66002", "phone": "9133672121"}, "mail-address": {"street1": "400 SOUTH 4TH STREET", "city": "ATCHISON", "state": "KS", "zip": "66002"}}
As filed with the Securities and Exchange Commission on March 6, 1998
                         Registration No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                          ATCHISON CASTING CORPORATION
             (Exact name of Registrant as specified in its charter)

                                Kansas 48-1156578
                  (State or other jurisdiction (I.R.S. Employer
              of incorporation or organization) Identification No.)

                             400 South Fourth Street
                           Atchison, Kansas 66002-0188
   (Address, including zip code, of Registrant's principal executive offices)

                   ATCHISON CASTING 1993 INCENTIVE STOCK PLAN
                            (Full title of the Plan)

                                  Hugh H. Aiken
          Chairman of the Board, President and Chief Executive Officer
                          Atchison Casting Corporation
                             400 South Fourth Street
                           Atchison, Kansas 66002-0188
                                 (913) 367-2121
 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

=====================================   ===============  ==================    =================      ================
Proposed           Proposed maximum
Title of securities to be registered      Amount to be        maximum          aggregate offering        Amount of
                                           registered     offering price per        price             registration fee
                                                               share
--------------------------------------  ----------------  ------------------    --------------        ----------------
Common Stock, par value $.01 per share   400,000 shares      $16.00 (1)         $6,400,000 (1)        $1,888.00 (1)
======================================  ================  ==================    ==============        ================
(1)      Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of
         1933 based on the average of the high and low prices reported on February 27, 1998.
This Registration Statement on Form S-8 of Atchison Casting Corporation
(the "Company") is being filed in accordance with General  Instruction E to Form
S-8 for the purpose of  registering  additional  shares of the Company's  Common
Stock, par value $.01 per share,  issuable under the Atchison Casting  Incentive
Stock Plan, as amended and restated  (the  "Plan").  The shares to be registered
hereunder  are in addition to shares  which were  previously  registered  by the
Company's Registration  Statement on Form S-8, Registration No. 33-81908,  filed
with the  Securities  and  Exchange  Commission  on July 25,  1994  (the  "Prior
Registration  Statement").  The  contents of the  Company's  Prior  Registration
Statement on Form S-8 are incorporated herein by reference, except to the extent
supplemented below.

Item 8: Exhibits

         The following additional exhibits are hereby enclosed for filing:

EXHIBIT
NUMBER

4.1  Articles  of  Incorporation  of  Atchison  Casting  Corporation,  a  Kansas
     corporation  (incorporated  by  reference  to Exhibit 4.1 of the  Company's
     Quarterly Report on Form 10-Q for the quarter ended December 31, 1994).

4.2  By-Laws of Atchison Casting Corporation, a Kansas corporation (incorporated
     by reference to Exhibit 4.2 of the Company's  Quarterly Report on Form 10-Q
     for the quarter ended December 31, 1994).

4.3(a) Credit  Agreement dated as of May 24, 1996 by and among the Company,  the
     banks  party   thereto  and  Harris  Trust  and  Savings   Bank,  as  Agent
     (incorporated by reference to Exhibit 4.1 of the Company's Annual Report on
     Form 10-K for the fiscal year ended June 30, 1996).

4.3(b) First Amendment dated as of May 12, 1997 to Credit  Agreement dated as of
     May 24, 1996 by and among the Company,  the banks party  thereto and Harris
     Trust and Savings  Bank,  as Agent  (incorporated  by  reference to Exhibit
     4.4(b) of Amendment No. 2 to Form S-2 Registration  Statement No. 333-25157
     filed May 19, 1997).

4.4(a) Note Purchase Agreement dated as of July 29, 1994 between the Company and
     Teachers Insurance and Annuity Association of America pursuant to which the
     Company's  8.44%  Senior  Notes  due  2004  were  issued  (incorporated  by
     reference to Exhibit 4.3 of the  Company's  Annual  Report on Form 10-K for
     the year ended June 30, 1994).

4.4(b) First Amendment dated as of March 8, 1996 to the Note Purchase  Agreement
     dated July 29, 1994, between the Company and Teachers Insurance and Annuity
     Association  of America  (incorporated  by  reference to Exhibit 4.2 of the
     Company's Current Report on Form 8-K dated March 25, 1996).

                                       1
4.4(c) Second Amendment dated as of May 24, 1996 to the Note Purchase  Agreement
     dated July 29, 1994, between the Company and Teachers Insurance and Annuity
     Association of America  (incorporated by reference to Exhibit 4.2(c) of the
     Company's  Annual  Report on Form 10-K for the  fiscal  year ended June 30,
     1996).

4.5  Specimen  stock  certificate  (incorporated  by reference to Exhibit 4.3 of
     Amendment No. 2 to Form S-2 Registration  Statement No. 333-25157 filed May
     19, 1997).

5.1  Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP.

23.1 Consent of Blackwell  Sanders  Matheny  Weary & Lombardi  LLP  (included in
     Exhibit 5.1).

23.2 Consent of Deloitte & Touche LLP.

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

                                      2
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atchison, State of Kansas, on February 20, 1998.

                                        ATCHISON CASTING CORPORATION

                                        By:      /s/  Hugh H. Aiken
                                          -------------------------------------
                                           Hugh H. Aiken
                                           Chairman of the Board,
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         We,  the  undersigned   directors  and  officers  of  Atchison  Casting
Corporation,  do  hereby  constitute  and  appoint  Hugh H.  Aiken  and Kevin T.
McDermed,  and each of them, our true and lawful  attorneys-in-fact  and agents,
with full  power of  substitution  and  resubstitution,  for us and in our name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this Registration  Statement,  and any additional  Registration Statements filed
pursuant to Rule 462(b) under the  Securities Act of 1933, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and we do hereby ratify and confirm all that
said  attorneys-in-fact  and agents,  or their  substitutes,  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  by  the  following  persons  in  the
capacities and on the dates stated.

      Name                             Capacity                   Date
      -----                            --------                   ----

/s/  Hugh H. Aiken                Chairman of the Board,      February 20, 1998
--------------------------------  President, Chief Executive 
     Hugh H. Aiken                Officer and Director
                                  (Principal Executive Officer)

                                        3
/s/  Kevin T. McDermed            Vice President,              February 16, 1998
-------------------------------   Chief Financial Officer,
     Kevin T. McDermed            Treasurer, and Secretary
                                  (Principal Financial Officer
                                  and Principal Accounting
                                  Officer)

/s/ David L. Belluck              Director                     February 25, 1998
-------------------------------
     David L. Belluck

/s/ John O. Whitney               Director                     February 20, 1998
-------------------------------
     John O. Whitney

/s/ Ray H. Witt                   Director                     February 20, 1998
-------------------------------
      Ray H. Witt

/s/  Stuart Z. Uram               Director                     February 20, 1998
-------------------------------
      Stuart Z. Uram

                                        4