<PAGE>


As filed with the Securities and Exchange Commission on June 10, 1996  Reg. No.
_______________________________________________________________________________
_______________________________________________________________________________



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                _________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                _________________

                           HASKEL INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

       CALIFORNIA                                    95-4107640
 (State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                              100 EAST GRAHAM PLACE
                            BURBANK, CALIFORNIA 91502               91502
                    (Address of principal executive offices)      (Zip Code)
                                _________________
                        1989 INCENTIVE STOCK OPTION PLAN
                         NONQUALIFIED STOCK OPTION PLAN
                        1995 INCENTIVE STOCK OPTION PLAN
                         1995 FORMULA STOCK OPTION PLAN
                            (Full title of the plan)
                                _________________
                                LONNIE D. SCHNELL
                           HASKEL INTERNATIONAL, INC.
                              100 EAST GRAHAM PLACE
                               BURBANK, CALIFORNIA
                                 (818) 843-4000
(Name, address and telephone number, including area code, of agent for service)

                                    COPY TO:
                              WILLIAM J. FEIS, ESQ.
                      TROY & GOULD PROFESSIONAL CORPORATION
                       1801 CENTURY PARK EAST, SUITE 1600
                          LOS ANGELES, CALIFORNIA 90067
                                 (310) 553-4441

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________
                                                                        Proposed Maximum    Proposed Maximum
                                                       Amount to be      Offering Price    Aggregate Offering      Amount of
Title of Securities to be Registered                   Registered(1)       per Share             Price         Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>                <C>                 <C>
Class A Common Stock, without par value. . . .            159,215           $9.46(2)           $1,506,174
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .            283,500            7.18(2)            2,035,530
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .            110,000            8.03(2)              883,300
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .            120,000           5.375(2)              645,000
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .            141,000            7.00(2)              987,000
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .             24,000           10.00(2)              240,000
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .              5,000            7.25(2)               36,250
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .             43,000            6.50(2)              279,500
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .            494,285            6.75(3)            3,336,424
- -------------------------------------------------------------------------------------------------------------------------------
      TOTAL. . . . . . . . . . . . . . . . . .          1,380,000                              $9,949,178            $3,431
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________

</TABLE>

(1)  In accordance with Rule 416 of the General Rules and Regulations under
     the Securities Act of 1933 (the "General Rules"), there also are being
     registered such indeterminate number of additional shares of Class A
     Common Stock as may become issuable pursuant to anti-dilution provisions
     of the plans.
(2)  The registration fee for shares of Class A Common Stock issuable upon
     exercise of outstanding options under the Plans was calculated pursuant
     to Rule 457(h) using the prices at which such outstanding options may be
     exercised.
(3)  Estimated pursuant to Rule 457 of the General Rules, solely for the
     purpose of computing the registration fee, based on the last reported
     sales price of the Class A Common Stock as reported on The Nasdaq
     National Market on June 5, 1996.
_______________________________________________________________________________
_______________________________________________________________________________

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.   PLAN INFORMATION.*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


______________

*    Information required by Items 1 and 2 of Part I to be contained in the
     Section 10(a) Prospectus is omitted from the Registration Statement in
     accordance with Rule 428 under the Securities Act of 1933 and the Note to
     Part I of Form S-8.





<PAGE>

                                EXPLANATORY NOTE

     The Prospectus filed as part of this Registration Statement has been 
prepared in accordance with the requirements of Part I of Form S-3 and may be 
used for reofferings of Class A Common Stock of Haskel International, Inc. 
acquired by the persons named therein pursuant to the 1989 Incentive Stock 
Option Plan, the Nonqualified Stock Option Plan, the 1995 Incentive Stock 
Option Plan and the 1995 Formula Stock Option Plan of Haskel International, 
Inc.

<PAGE>

PROSPECTUS

                                 698,150 SHARES

                           HASKEL INTERNATIONAL, INC.

                              CLASS A COMMON STOCK
                                 _______________

     This Prospectus relates to the offer by certain shareholders 
(collectively, the "Selling Shareholders") for sale from time to time of up 
to 698,150 shares of Class A Common Stock, without par value (the "Shares").  
The Shares offered hereby are shares of Class A Common Stock previously 
issued and to be issued to officers, employees and directors of Haskel 
International, Inc. (the "Company") upon the exercise of employee stock 
options granted pursuant to the Company's 1989 Incentive Stock Option Plan, 
Nonqualified Stock Option Plan, 1995 Incentive Stock Option Plan and 1995 
Formula Stock Option Plan (collectively, the "Plans"). The Company's Class A 
Common Stock is traded on The Nasdaq National Market under the Symbol "HSKL." 
The last sale price for the Class A Common Stock on June 5, 1996, as 
reported on the Nasdaq National Market, was $6.75 per share. 

     The Selling Shareholders have advised the Company that they may sell, 
directly or through brokers, all or a portion of the Shares owned by each of 
them in negotiated transactions or in transactions on The Nasdaq National 
Market or otherwise at prices and terms prevailing at the time of sale.  It 
is anticipated that usual and customary brokerage fees will be paid by the 
Selling Shareholders.  In connection with such sales, the Selling 
Shareholders and any participating broker or dealer may be deemed to be 
"underwriters" of the Shares within the meaning of the Securities Act of 
1933, as amended (the "Securities Act").

     The Company has informed the Selling Shareholders that the 
anti-manipulation provisions of Rules 10b-6 and 10b-7 under the Securities 
Exchange Act of 1934 (the "Exchange Act") may apply to their sales of the 
Shares.  The Company also has advised the Selling Shareholders of the 
requirements for delivery of this Prospectus in connection with any sale of 
the Shares.

     SEE "RISK FACTORS" ON PAGES 4 THROUGH 10 FOR A DISCUSSION OF CERTAIN 
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A 
COMMON STOCK OFFERED HEREBY.
                                 _______________

  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 COMMISSION 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 June ___, 1996.


<PAGE>

                              AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance 
therewith, files reports, proxy or information statements, and other 
information with the Securities and Exchange Commission (the "Commission").  
Such reports, proxy statements, and other information can be inspected and 
copied at the public reference facilities maintained by the Commission at 
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as at the 
following regional offices: 7 World Trade Center, Suite 1300, New York, New 
York 10048, and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, 
Illinois  60661.  Copies of such materials also can be obtained from the 
Public Reference Section of the Commission at 450 Fifth Street, N.W., 
Washington, D.C. 20549, at prescribed rates.  The Securities are traded on 
The Nasdaq National Market and the Company's reports, proxy or information 
statements, and other information filed with Nasdaq may be inspected at 
Nasdaq's offices at 1735 K Street, N.W., Washington, D.C., 20006.

     Additional information regarding the Company and the Class A Common 
Stock offered hereby is contained in the Registration Statement on Form S-8 
of which this Prospectus is a part (including all exhibits and amendments 
thereto, the "Registration Statement"), filed with the Commission under the 
Securities Act of 1933, as amended (the "Securities Act").  For further 
information pertaining to the Company and the Class A Common Stock, reference 
is made to the Registration Statement and the exhibits thereto, which may be 
inspected and copied at the Commission's public reference facilities at 
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.  Statements 
contained herein concerning the provisions of any document are not 
necessarily complete and in each instance reference is made to the copy of 
the document filed as an exhibit or schedule to the Registration Statement.  
Each such statement is qualified in its entirety by reference to the copy of 
the applicable documents filed with the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company (Commission File No. 
0-25068) with the Commission under the Exchange Act are incorporated in this 
Prospectus by reference: (a) the Company's Annual Report on Form 10-K for the 
fiscal year ended May 31, 1995; (b) the Company's Quarterly Reports on Form 
10-Q for the quarters ended August 31, 1995, November 30, 1995 and February 
29, 1996; and (c) the description of the Company's Class A Common Stock 
contained in the Company's Registration Statement on Form 8-A filed on 
September 19, 1994 with the Commission under the Exchange Act, including any 
amendment or report subsequently filed by the Company for the purpose of 
updating that description.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and 
prior to the termination of this offering shall be deemed to be incorporated 
by reference into this Prospectus and to be a part of this Prospectus from 
the date of filing of such documents.  Any statement contained in a document 
incorporated or deemed to be incorporated by reference herein shall be deemed 
to be modified or superseded for purposes of this 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.

     On request, the Company will provide, without charge, to each person, 
including any beneficial owner, to whom this Prospectus is delivered a copy 
of any or all of the documents incorporated by reference (other than exhibits 
to such documents that are not specifically incorporated by reference in such 
documents).  Requests for such copies should be directed to Haskel 
International, Inc., 100 East Graham Place, Burbank, California 91502, 
Attention: Lonnie D. Schnell, telephone number (818) 843-4000.

                                      2

<PAGE>

                               PROSPECTUS SUMMARY

     THE FOLLOWING INFORMATION IS QUALIFIED IN ITS ENTIRETY BY THE MORE 
DETAILED INFORMATION, INCLUDING "RISK FACTORS" AND THE COMPANY'S CONSOLIDATED 
FINANCIAL STATEMENTS AND NOTES THERETO INCORPORATED BY REFERENCE HEREIN.  
UNLESS OTHERWISE INDICATED, THE INFORMATION CONTAINED IN THIS PROSPECTUS 
ASSUMES THAT OUTSTANDING WARRANTS, AND OPTIONS OUTSTANDING UNDER THE 
COMPANY'S PLANS, ARE NOT EXERCISED. 

                                   THE COMPANY

     Established in 1946, the Company manufactures pneumatically driven, 
high-pressure liquid pumps, gas boosters and air amplifiers for industrial, 
commercial, aerospace and military applications.  Management believes that 
the Company is the world's leading manufacturer of such pumps and boosters 
for these applications.  The Company sells and distributes a broad line of 
its own pneumatically driven pumps, gas boosters, air amplifiers and 
high-pressure valves, as well as third-party valves, cylinders and actuators, 
and other hydraulic and pneumatic devices primarily in the United States, 
Canada, the United Kingdom, various other European countries, South America, 
the Asia-Pacific region, the Middle East and India.  The Company markets a 
range of integrated test and control systems.  This involves design, 
manufacture and assembly incorporating products from the traditional line of 
Haskel-TM- pumps. The Company's high-pressure pumps and systems are used 
worldwide in manufacturing processes for industrial pressure testing and 
controls, fluid storage and containment and a wide variety of other 
applications.  The Company also specializes in the international distribution 
of electronic components, utilizing its proprietary QRD-TM- (Quick Response 
Delivery) global sourcing network.  In its fiscal year ended May 31, 1995, 
approximately 41% of the Company's business was manufacturing (including 
systems incorporating its pumps and boosters); the balance was distribution 
of third-party fluid power and pump related products and distribution of 
electronic components.

     The Company was incorporated in California in November 1986 as the 
successor to Haskel Engineering and Supply Company, whose operations began in 
1946 as the successor to Hayman Engineering Service.  The Company's principal 
executive offices are located at 100 East Graham Place, Burbank, California 
91502, and its telephone number is (818) 843-4000.  Unless the context 
otherwise requires, the term "Company" or "Haskel" refers to Haskel 
International, Inc. and its subsidiaries.

                                  THE OFFERING

<TABLE>

<S>                                                                    <C>
Class A Common Stock offered hereby . . . . . . . . . . . . . . . . .    698,150 shares
Class A Common Stock outstanding or issuable upon 
exercise of all options available under the Plans . . . . . . . . . .  6,023,080 shares
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . .  All of the proceeds from the sale of the Class A 
                                                                       Common Stock offered hereby will be received by the 
                                                                       Selling Shareholders.  The Company will not receive 
                                                                       any of the proceeds from this offering but will bear 
                                                                       estimated expenses of approximately $25,000.
Nasdaq National Market Symbol . . . . . . . . . . . . . . . . . . . .  HSKL

</TABLE>



                                            3
<PAGE>

                                  RISK FACTORS

     In addition to the other information in this Prospectus and incorporated 
herein by reference, the following risk factors should be considered 
carefully in evaluating the Company and its business before purchasing the 
Class A Common Stock offered by this Prospectus.  An investment in the 
Class A Common Stock offered hereby is speculative in nature and involves a 
high degree of risk.

ENVIRONMENTAL MATTERS

     SAN FERNANDO VALLEY AREA 2 SUPERFUND SITE

     The Environmental Protection Agency (the "EPA") has named the Company a 
Potentially Responsible Party ("PRP"), as that term is defined in applicable 
law, for an area known as the San Fernando Valley Area 2 Superfund Site (the 
"Superfund Site"), in which the groundwater has been contaminated by 
solvents. Of the 32 parties named by the EPA as PRPs for the Superfund Site, 
27 parties, including the Company, have formed the Glendale PRP Group (the 
"Group").  Under applicable law, most notably the federal Comprehensive 
Environmental Response Compensation and Liability Act ("CERCLA"), the Company 
might be jointly and severally liable with other PRPs for the full cost of 
cleaning up the Superfund Site, including the cost of the remedial design 
phase discussed below, which the EPA currently estimates to be approximately 
$48,000,000 (the "Remediation Cost").  There is also legal authority, 
however, that holds that when the approximate extent of contamination caused 
by each PRP can be determined, liability must be allocated among the PRPs in 
proportion to their relative contribution.  Based on this authority, 
Management and the Company's environmental counsel believe there will be a 
rational, pro rata allocation of responsibility for the cleanup of the 
Superfund Site among the participating PRPs.  Three primary solvents were 
found at the Superfund Site, and the allocation of liability will probably be 
based upon, at least in part, the quantity of those three solvents used by 
each PRP at the Superfund Site.  The Company used a small quantity of two of 
the three solvents and did not use the third solvent at all.  Management and 
the Company's environmental counsel believe, therefore, that the Company was, 
at most, a small contributor to groundwater contamination at the Superfund 
Site.  The Company has conducted research, the results of which corroborate 
its position.

     On December 21, 1993, an independent mediation team engaged by the Group 
presented a confidential proposed interim allocation schedule (the "Interim 
Allocation"), which allocated 1.76% responsibility to the Company for the 
remedial design phase.  In May 1994, 23 of the 27 parties (including the 
Company) signed an Administrative Order on Consent ("AOC"), by which the 
parties committed themselves to carrying out the initial remedial design 
phase. However, prior to the execution of the AOC, four PRPs dropped out of 
the Group, and their respective shares were distributed among the remaining 
PRPs.  As a result, the Company's Interim Allocation grew to 2.46%.  The 
Group then engaged the services of a private investigative company whose job 
it was to locate and assemble data that would bring additional parties to the 
attention of the EPA. The Group delivered this data to the EPA and the EPA 
named additional PRPs in May and June 1995.  Several of those newly named 
PRPs have joined the Group, such that currently there are 32 members of the 
PRP Group.  Several of these new members make specified flat fee monthly 
payments to the Group and were not assigned a percentage allocation, due to 
the fact that the PRP Group will soon engage in a reallocation process.  
Nevertheless, there were minor adjustments in percentages as a result of the 
addition of some new members such that Haskel's current percentage is 2.36%.  
The Group has completed approximately 95% of the remedial design phase.  To 
date, since its inception the Group has spent approximately $5.7 million.

     As a result of the additional PRPs who have joined the Group, the 
Company and its environmental counsel expect the allocation ultimately 
assigned to the Company to be less than the 2.36% that the Company is 
currently paying.  The Company believes, based on the status of the current 
Group membership, that the Company will bear a lower share of costs than its 
already determined pro rata share.

     The Group has begun the process of reallocation of percentages among the 
Group members with the aim of arriving at a final allocation relative to the 
Remediation Cost (the "Final Allocation").  This process should be complete 
by September, 1996.  It is the hope of the Group that the Final Allocation 
will be concluded prior to the time the EPA will receive a signed AOC 
regarding the 12-year remedy phase of this project.

                                        4

<PAGE>

     Even assuming that the Final Allocation of the Remediation Cost agreed 
upon by the Group is similar to the Interim Allocation, an assumption which 
the Company's environmental counsel believes is reasonable, the Company's 
share of the Remediation Cost will be approximately $1,000,000 (i.e. 
approximately 2.0% of the projected Remediation Cost of $48,000,000).  This 
2.0% figure is based upon the 1.76% Interim Allocation, adjusted to account 
for PRPs who have dropped out of the Group as well as for PRPs who have 
joined subsequent to the Interim Allocation and whose contributions to the 
contamination are therefore not reflected in the Interim Allocation.

     To the extent that a member of the Group does not accept the Final 
Allocation or does not pay its share of the liability for remediation, the 
remaining members will each, on a pro rata basis, become responsible for that 
member's allocation.  Further data, negotiation or disagreements among the 
PRPs, insolvencies of or refusals to pay by PRPs or increases in actual costs 
of remediation could cause the Company's ultimate liability for remediation 
of the Superfund Site to increase significantly from the amount calculated 
based upon the Interim Allocation percentage.  Consequently, there can be no 
assurance that remediation of the Superfund Site will not have a materially 
adverse effect on the results of operations or financial condition of the 
Company.

     In addition to the Remediation Cost, the EPA has informed the Group that 
it intends to seek reimbursement from PRPs for some portion of the 
approximately $13,000,000 of expenses the EPA has incurred in studying the 
Superfund Site and three adjacent superfund sites.  The EPA also has the 
right to seek recovery from PRPs for additional administrative expenses it 
incurs in studying the superfund sites.  The future expenses are not 
currently quantifiable or subject to reasonable estimation.  PRPs from one of 
the adjacent superfund sites have agreed to pay approximately $2,000,000 of 
the $13,000,000.  The EPA has informed the Company's environmental counsel 
that only a portion of the remaining $11,000,000 is attributable to the 
Superfund Site and the Company's counsel does not believe it is unreasonable 
to estimate that approximately 30% of such amount will be attributable to the 
Superfund Site.  Further, the Group has lodged its objection with the EPA for 
the EPA's failure to separate out the costs related only to the Superfund 
Site.  Recently, the Group made a payment of approximately $190,000 to the 
EPA relative to the $13,000,000 of past costs being claimed by the EPA, as 
the Group found $190,000 of those costs unobjectionable.  Assuming that 30% 
of the claimed costs are attributable to the Superfund Site, the Company's 
share of that amount would be approximately $66,000, based on an adjusted 
Interim Allocation of 2.0%.  Payment of all costs and expenses related to the 
Remediation Cost will be due over a period that Management believes, based 
upon EPA estimates, to be approximately twelve years.

     ON-SITE CONTAMINATION

     The soil at the property occupied by the Company at 100 East Graham 
Place, Burbank, California has been contaminated by solvents, primarily at 
one pit with a surface area of less than ten square feet (the "On-Site 
Contamination").  The extent of such contamination has been quantified by 
environmental consultants and engineers.  The cost of such soil and 
groundwater assessment was approximately $250,000, including the cost of 
installation of five groundwater wells, which the Company has installed 
pursuant to a directive of the Regional Water Quality Control Board 
("RWQCB").  Based on such analysis, Management estimates that approximately 
250 cubic yards of contaminated soil has been affected.  The remediation 
system to clean the on-site contamination was installed in July 1995 and was 
continuously operational for about four months, until November 1995, by which 
time the contamination in the soil had been reduced by more than 90% of the 
original concentrations.  The Company had spent approximately $71,000 on 
mobilizing, installing and operating the remediation system through December 
1995.  The Company's environmental consultants and engineers believed that 
maximum possible results were obtained after four months of operation of the 
remediation system.  The RWQCB, however, has requested that the system be 
reactivated for a ninety day period to ascertain if additional benefits are 
possible.  The Company is currently in discussions with the RWQCB regarding 
this request.  If the Company proceeds pursuant to the RWQCB's request, the 
estimated costs associated with such activation are $45,000.

                                      5

<PAGE>

     LUBRICATION CORPORATION OF AMERICA

     The Company has been named a PRP regarding contamination of a site 
operated by Lubrication Corporation of America ("LCA").  LCA operates a used 
oil recycling facility in the Santa Clarita flood plain, to which a portion 
of the Company's used oil was sent for recycling.  The Company had been 
informed by the California Department of Toxic Substances Control that the 
Company's total contribution to the contamination was about 2,500 gallons 
which constituted approximately .05% of the total contamination identified at 
the LCA site. Recently, the Company was informed that its contribution was in 
the amount of 4,545 gallons.  Currently, the Department of Toxic Substances 
Control is negotiating a settlement with approximately 20 other LCA PRPs who 
collectively constitute about 6% of the total contamination found at the LCA 
site.  The Department of Toxic Substances Control is also negotiating with 
the United States military which, according to the Department of Toxic 
Substances Control, is responsible for more than 70% of the total 
contamination found at the LCA site.  The Company has been offered a full 
release from the Department of Toxic Substances Control relative to the LCA 
site if the Company pays approximately $37,000.  The Company is considering 
accepting this settlement offer.

     INSURANCE AND RESERVES 

     One of the Company's insurers agreed to pay 13% of the Company's defense 
costs with respect to litigation concerning the Superfund Site.  The Company 
brought litigation against its insurers in which the Company sought an order 
that its insurers must defend and indemnify the Company with respect to 
Superfund Site litigation.  In August 1995, the trial court ruled that the 
Company's insurers must reimburse the Company for defense costs which the 
Company incurred in defending Superfund Site litigation and defend the 
Company in the future.  As a result of this ruling, the Company expects a 
substantial recovery of its defense costs.  However, the Company is unable at 
this time to quantify the amount it will recover.  There can be no assurance 
of the ultimate outcome of this matter until it is finally resolved.  
Litigation is pending as to whether the Company's insurers must indemnify and 
continue to defend the Company.

     The Company established environmental reserves in the amount of 
$1,445,000 for contingent liabilities that may arise in connection with the 
Superfund Site, the On-Site Contamination and other environmental matters.  
As of May 31, 1993 the Company had reserved $510,000 to perform testing and 
cleanup of soil contamination at its facility in Burbank in accordance with a 
mandate from the RWQCB.  The Company increased the environmental reserves 
when the EPA established its $48,000,000 estimate of the Remediation Cost.  
The Company and its environmental counsel believe that there has been no 
significant change in the estimated environmental liabilities of the Company 
which suggests that the reserve amount should be changed.  At May 31, 1995, 
the environmental reserve balances were $1,065,000.  The Company has not 
included any specific amount in the environmental reserves for litigation 
defense costs, which cannot be estimated but could be substantial if these 
matters precipitate more litigation than is anticipated, particularly 
litigation between PRPs.  The effect on these costs of the favorable court 
ruling set forth above cannot be determined at this time, although the 
Company believes they will be of substantial benefit to the Company.  There 
can be no assurance that the environmental reserves will be adequate to cover 
any contingent liabilities arising from the above-referenced environmental 
matters or that any liability in excess of the environmental reserves will 
not have a materially adverse effect on the Company's results of operations 
or financial condition.

     COMPLIANCE WITH EXISTING REGULATIONS

     Although management anticipates increases in the Company's cost of 
ongoing compliance with existing environmental regulations due to inflation, 
management believes that the cost of ongoing compliance will not have a 
material adverse effect on the Company's financial condition.

RESULTS OF RECENT OPERATIONS

     From fiscal 1991 through fiscal 1993 the Company's sales and gross 
profit increased, while earnings declined, primarily because operating 
expenses increased at a higher rate than the increase in gross margins.  From 
fiscal 1993 through fiscal 1994 sales increased, while gross profit and 
earnings declined, primarily due to certain 

                                    6

<PAGE>

nonrecurring expenses related to increases in environmental reserves, 
restructuring charges and inventory write-offs.  From fiscal 1994 through 
fiscal 1995, sales, gross profit and earnings all increased, primarily as a 
result of increased demand for the Company's products, new sales 
representative programs and the introduction of new products, combined with 
the effects of a cost reduction program.  For the nine months ended February 
29, 1996, sales, gross profit and earnings all increased, primarily as a 
result of increased demand for the Company's products, combined with the 
effects of sales representative programs, the cost reduction program and 
continued benefits from recent acquisitions and overseas expansion.  The 
Company's immediate prospects for revenue growth and increased profitability 
are dependent upon continued demand for the Company's products in a 
competitive environment, further expansion of the applications of its core 
technologies to new products, uses, systems and customers, the control of 
operating expenses, the strength of the United States' economy and the 
general state of the global economy.  There can be no assurance, however, 
that the Company will be able to increase its revenues or profitability.

FLUCTUATIONS IN QUARTERLY RESULTS

     The Company's results of operations are subject to fluctuations from 
quarter to quarter due to changes in demand for its products and other 
factors. Demand for the Company's products in each of the markets it serves 
can vary significantly from quarter to quarter due to revisions in customers' 
budgets or schedules, changes in demand for the customers' products that 
incorporate or utilize the Company's products and other factors beyond the 
Company's control. Therefore, year-to-year comparisons of quarterly results 
may not be meaningful, quarterly results during a year may not be indicative 
of the results that may be expected for the entire year, and there can be no 
assurance that the Company will be profitable in any particular quarter.

PRODUCT DEPENDENCE BY THE ELECTRONIC PRODUCTS GROUP

     The Company's Electronic Products Group ("EPG") is essentially a 
sourcing business, focusing on critical shortages of electronic components.  
Therefore, the EPG's performance tends to relate to the general state of the 
electronic components industry.  That industry is currently experiencing a 
downturn and there is a surplus of electronic products rather than a shortage 
of products. In fiscal 1994, the year in which the EPG's principal entity, 
M.G. Electronics, Inc. ("MGE") was acquired, the EPG accounted for 
approximately 9.4% of the Company's sales.  In fiscal 1995 and the nine 
months ended February 29, 1996, the EPG accounted for approximately 24.8% and 
29.6% of the Company's sales, respectively.  In response to declining demand 
for electronic components, the EPG has recently initiated cost reduction 
measures including a reduction in its personnel and the closing of its two 
European offices.

RISKS OF FOREIGN SALES

     During the year ended May 31, 1995, the Company derived approximately 
23% of its total revenues from export sales of its products to Europe, the 
Asia-Pacific region and other foreign markets, as compared to approximately 
24% during fiscal 1994 and 26% during fiscal 1993.  These figures exclude the 
sales of Haskel Energy Systems Ltd. ("HESL") in the United Kingdom ("UK").  
The Company expects that revenues from foreign sales will continue to 
represent a material portion of its total revenues and may increase as a 
percentage of total revenues.  Foreign sales are subject to numerous risks, 
including significant fluctuations in foreign currencies, political and 
economic instability in foreign markets, restrictive trade policies of 
foreign governments, inconsistent product regulation by foreign agencies or 
governments, the imposition of product tariffs, difficulties associated with 
accounts receivable collection and the burdens of complying with a wide 
variety of international and United States export laws and differing 
regulatory requirements, each of which could have a materially adverse effect 
on the Company's business and results of operations. The Company does not 
engage in hedging transactions to lessen the effect of significant 
fluctuations in foreign currencies.  Currently, the Company maintains a 
substantial portion of its European cash balances in U.S. dollars.

COMPETITION

     In general, the principal competitive factors in the markets in which 
the Company's Industrial Products Group ("IPG") - Manufacturing segment 
participates are product quality, performance, availability, reliability, 

                                    7

<PAGE>

technical support and price.  All of the Company's competitors have a 
significantly smaller market share in the United States than the Company.  
There can be no assurance that the Company can maintain its dominant market 
share.  To remain competitive, the Company will have to continue to improve 
its market penetration and support the reliability and reputation of its 
products with a high level of customer service in terms of product delivery, 
availability and technical support.

     In the high-pressure pump manufacturing industry, the Company's 
IPG - Manufacturing segment has three major competitors:  Teledyne Fluid 
Systems, a division of Teledyne Inc.; Schmidt Kranz & Company Gmbh; and SC 
Hydraulic Engineering Corporation.  Certain of the Company's competitors are 
larger overall and have greater financial resources than the Company.  The 
Company has a significantly larger United States market share in this line of 
business than do any of its competitors, but there can be no assurance that 
the Company will maintain its market share.  In order to remain competitive, 
the Company supports the reliability and reputation of its products with 
customer service, prompt product delivery, competitive pricing, and 
comprehensive technical assistance.

     The Company's competitors in the integrated test and control systems 
market include the same companies that compete with the Company in the 
pneumatically driven pump, gas booster, air amplifier and high-pressure valve 
markets.  In addition, the Company competes with a number of small 
manufacturers of integrated test and control systems, as well as unrelated 
value-added distributors of similar systems.

     Unlike its manufacturing business, the Company's IPG distribution 
business competes with many other companies that provide substantially 
similar products. Management believes that many of these competing companies 
are larger and have greater financial strength than the Company.

     In its EPG distribution business, the Company competes with numerous 
companies in each market it serves, many of which have far greater financial 
and other resources than the Company.  There is intense competition in 
electronic component sourcing and supply to OEMs.  Although the Company has 
applied for trademarks on the names of several of its marketing systems, it 
does not have patent or copyright protection on its proprietary systems or 
technologies, nor does it have exclusive franchises for the products it 
distributes, and there can be no assurance that traditional franchised 
electronic distributor organizations or independent distributors will not 
adopt similar communications technologies to offer similar sourcing services 
to those offered by the EPG.  Additionally, purchasing departments of OEMs 
can develop this capability in-house, and many of the larger OEMs have 
already established international purchasing offices.  In some cases, the EPG 
competes with franchised distributors, such as Avnet Inc., Arrow Electronics 
Inc. and other large organizations, many of which have substantially greater 
financial and other resources.  The Company also competes with small 
independent distributors that locate and source products, but management 
believes that few of these distributors utilize the advanced technology 
employed by the Company for servicing its customers.

     There can be no assurance that the Company will be able to continue to 
compete effectively in the markets for any of its products.

ABILITY TO MANAGE GROWTH AND INTEGRATE RECENTLY ACQUIRED OPERATIONS

     During the past five years, the Company has acquired five companies.  
The Company plans to continue to make strategic acquisitions of complementary 
businesses while simultaneously improving its current operations, 
implementing new computer and software systems, adopting new marketing 
programs and streamlining its manufacturing processes.  Maintaining 
profitability during a period of continued expansion and integration of 
operations will depend on the Company's ability to manage its growth 
effectively.  Difficulties in integrating new operations and managing such 
growth could overextend the Company's management resources and have a 
materially adverse effect on the Company's business and results of operations.

TECHNOLOGICAL CHANGE AND DEPENDENCE ON SYSTEMS AND SOFTWARE

     The rapid rate of technological change in information, communications 
and network systems could make the Company's systems obsolete and have a 
materially adverse effect on the Company's ability to compete, 

                                         8

<PAGE>

particularly in its electronic component sourcing business.  The nature of 
the electronic components industry requires the EPG to continually evaluate 
technological advances in the information, communications and networking 
fields and adopt appropriate new technologies in order to maintain and 
improve its sourcing and supply capabilities.  There can be no assurance that 
the EPG will be able to continue to serve its customers effectively and 
compete with other companies that adopt such technologies.  The EPG is highly 
dependent on its proprietary databases, computer systems and integrated 
network of workstations, fax servers, modems, customized software and 
advanced communication systems.  Any failure or interruption in the 
performance of these systems may have a materially adverse effect on the 
Company's business, financial condition and results of operations.

BACKLOG

     Pursuant to the customary terms of the Company's agreements with 
government contractors and other customers, and in accordance with industry 
custom and practice, a customer generally may cancel or reschedule an order 
without penalty if the Company has not made financial commitments with 
respect to the order. Lead times for the release of purchase orders depend 
upon the scheduling and forecasting practices of the Company's individual 
customers, which also can affect the timing of the conversion of the 
Company's backlog into revenues.  For these reasons, among others, the 
Company's backlog at a particular date may not be indicative of its future 
revenues, and there is no assurance that backlog will be completed and 
recorded as revenue.  Cancellation of pending contracts or termination or 
reductions of contracts in progress may have a materially adverse effect on 
the Company's business and results of operations.

DEPENDENCE ON KEY PERSONNEL AND MANUFACTURERS' REPRESENTATIVES

     The Company is dependent upon the personal efforts and abilities of R. 
Malcolm Greaves, the Company's principal executive officer.  The loss or 
unavailability of the services of Mr. Greaves could have a materially adverse 
effect on the Company.  The Company maintains $2,000,000 of "key person" life 
insurance on the life of Mr. Greaves.  Management believes that the Company's 
success depends in part upon its ability to attract and retain highly skilled 
management, technical, sales and marketing personnel and maintain its 
relationships with manufacturers' representative organizations domestically 
and overseas.  Competition for such personnel is intense, and there can be no 
assurance that the Company will be successful in attracting and retaining 
such personnel and maintaining such relationships.

     Maury S. Friedman, a former principal executive officer, became a 
consultant to the Company effective April 1, 1996 and ceased being an 
employee of the Company.  Mr. Friedman's change in status does not affect the 
continuity of management at MGE or the EPG; however, the possible effect of 
his lesser involvement in their business activities is unknown at present.

SUPERIOR VOTING RIGHTS OF HOLDERS OF CLASS B COMMON STOCK; CONTROL BY PRINCIPAL
SHAREHOLDER

     As of April 1, 1996, the Company's largest shareholder, the Hayman 
Trusts, beneficially owned 1,584,477 shares (33.8%) of the outstanding Class 
A Common Stock and 40,000 shares (100%) of the outstanding Class B Common 
Stock.  Holders of the Class B Common Stock, voting as a separate class, are 
entitled to elect a majority of the Company's Board of Directors.  Thus, the 
Hayman Trusts have the power to elect a majority of the Board of Directors 
and thereby control many of the affairs and policies of the Company.  The 
superior voting rights of the Class B shareholders may have the effect of 
delaying or preventing a change in management or control of the Company.

ABILITY TO PAY DIVIDENDS

     Although the Company currently intends to pay dividends on its Common 
Stock, its ability to do so will depend on a number of factors, including net 
earnings, agreements with creditors, capital expenditure requirements, cash 
on hand, environmental liabilities, successful integration of acquired 
businesses and product lines, growth of the Company's businesses and general 
economic conditions.  In addition, the Company's comprehensive credit 
facility with its bank has certain covenants, including ones requiring 
maintenance of minimum tangible net worth 

                                     9

<PAGE>

and prohibiting the payment of any dividends by the Company in the event of a 
default under such loan agreement.  Consequently, there can be no assurance 
as to the continued payment of dividends or as to amounts thereof.

STOCK PRICE VOLATILITY

     The trading price and volume of the Company's Class A Common Stock could 
be subject to significant fluctuations in response to many factors, including 
quarter-to-quarter variations in operating results, changes in earnings 
estimates by analysts, competition, general conditions in the Company's 
businesses and the economy and other events or factors.  Additionally, broad 
market fluctuations may adversely affect the market price of the Company's 
Class A Common Stock.

ANTI-TAKEOVER EFFECT OF CHARTER PROVISIONS, BYLAWS AND STOCK STRUCTURE

     The Company has two classes of Common Stock with unequal voting power.  
The Company's Board of Directors is elected annually on a split-vote basis, 
with holders of Class A Common Stock and holders of Class B Common Stock 
voting as separate classes.  Holders of Class B Common Stock have the power 
to elect a majority of the Company's Board of Directors.  If the number of 
members of the Company's Board of Directors is an odd number, holders of 
Class B Common Stock are entitled to elect one more member than holders of 
Class A Common Stock.  If the number of members of the Company's Board of 
Directors is an even number, holders of Class B Common Stock are entitled to 
elect two more members than holders of Class A Common Stock.  These 
provisions would have the effect of discouraging a proxy contest or making it 
impossible for a third party acquiring a substantial block of the Company's 
Class A Common Stock to effect a change in management and control of the 
Company.  Such provisions also could limit the price that investors might be 
willing to pay in the future for shares of the Company's Class A Common Stock.

     The Board of Directors of the Company is authorized to issue, without 
shareholder approval, up to 2,000,000 shares of Preferred Stock with voting, 
conversion and other rights and preferences determined by the Board of 
Directors, as well as 15,311,770 additional shares of Class A Common Stock 
(excluding the shares of Class A Common Stock issuable under the Plans), 
which could dilute the voting power of the holders of Class A Common Stock.  
Although the Company has no current plans to issue any shares of Preferred 
Stock or additional shares of Common Stock other than the Class A Common 
Stock issuable under the Plans or any other employee benefit plan, the future 
issuance of Preferred Stock or Common Stock or of rights to purchase 
Preferred Stock or Common Stock could be used to discourage an unsolicited 
acquisition proposal.



                                        10

<PAGE>

                              SELLING SHAREHOLDERS

     The following table lists the Selling Shareholders, the number of shares 
of Class A Common Stock beneficially owned by each such Selling Shareholder 
as of the commencement of this offering, the number of shares included in the 
offering and the number of shares of Class A Common Stock held by each such 
Selling Shareholder after the offering.  The shares included in the 
Prospectus were issued or are issuable to the Selling Shareholders in 
connection with their exercise of options pursuant to the Plans.  Each 
Selling Shareholder has advised the Company that such Selling Shareholder 
intends to offer for sale all of the Shares listed below under the heading 
"Number of Shares Being Offered."

     The remaining Selling Shareholders are not currently known by the 
Company, but will be current or future employees, executive officers or 
directors of the Company who may, in the future, be granted stock options 
under the Plans.

<TABLE>
<CAPTION>

                                                Shares Beneficially Owned                                    Shares Beneficially
                                                    Prior to Offering                                      Owned After Offering (1)
                              ------------------------------------------------------------                 ------------------------
                                                 Issuable         Total                         Number
                                                  Under         Ownership                      of Shares
                                Shares           Option           and                           Being
Name                          Outstanding        Plans (2)        Rights       Percent (3)      Offered      Number     Percent (4)
- ----                          -----------        ---------       -------       -----------     --------     -------     -----------
<S>                           <C>                <C>             <C>           <C>             <C>          <C>         <C>       
Maury S. Friedman (5)          457,000           40,000          497,000         10.5%          40,000      457,000        8.9%
Marvin L. Goldberger (5)        11,155           39,000           50,155          1.1%          46,000        4,155           *
Marvin Goodson (5)              81,110(6)        71,000          152,110          3.2%          91,000       61,110        1.3%
R. Malcolm Greaves               3,000          114,600 (7)      117,600          2.4%         150,000        2,000           *
Edward Malkowicz                11,000           10,400 (8)       21,400             *          52,000       11,000           *
Stanley T. Myers                 1,000            2,400 (9)        3,400             *          12,000        1,000           *
William L. Slover (5)            5,000           27,000           32,000             *          32,000          -0-           *
A. Charles Wilson (5)           15,000          153,000          168,000          3.5%         160,000        8,000           *
Robert A. Smith                    -0-           10,000 (10)      10,000             *          50,000          -0-           *
Lonnie D. Schnell                1,500            6,000 (11)       7,500             *          30,000        1,500           *
James Minyard                      400           10,000 (12)      10,400             *          30,000          400           *
Edward W. Wachtel               16,740              -0-           16,740             *             750       15,990           *
Goodson and Wachtel
  Profit Sharing Plan           24,800              -0-           24,800             *           1,000       23,800           *
David K. Belk                      200            3,450 (13)       3,650             *             200        6,450           *
Williard Bixby                   1,500              -0-            1,500             *           1,500          -0-           *
Robert Goodell                     250              -0-              250             *             250          -0-           *
Elisa Schachnes                  6,640              -0-            6,640             *             250        6,390           *
Chris Sigigie                      600              -0-              600             *             600          -0-           *
Peter Votrian                      600              -0-              600             *             600          -0-           *

</TABLE>
_________________
*    Less than 1%

(1)  The table assumes that the Selling Shareholders will dispose of all of the
     Company's Class A Common Stock issued to them upon exercise of options.

(2)  The figures set forth in this column show the number of shares issuable
     upon exercise of options that were exercisable at May 1, 1996 or within 
     60 days thereafter.

(3)  Shares that a person has the right to acquire within 60 days after May 1,
     1996 are deemed to be outstanding in calculating the percentage ownership
     of the person, but are not deemed to be outstanding as to any other 
     person.

(4)  Assumes all options under the Plans are exercised.

(5)  Messrs. Goodson and Slover and Dr. Goldberger are Directors of the 
     Company. Mr. Friedman was a Director of the Company until January 3, 1996.
     Mr. Wilson was a Director and Chairman of the Board of the Company until
     November 22, 1994.

                                    11

<PAGE>

(6)  Excludes 24,800 shares that are owned by Goodson and Wachtel, A
     Professional Corporation Profit Sharing Plan, of which Mr. Goodson is a
     co-trustee and a participant.

(7)  Does not include 34,400 additional shares issuable upon exercise of 
     options that are not exercisable within 60 days after May 1, 1996.  
     Mr. Greaves is President and Chief Executive Officer and a Director of
     the Company.

(8)  Does not include 41,600 additional shares issuable upon exercise of 
     options that are not exercisable within 60 days after May 1, 1996.  
     Mr. Malkowicz is Chairman of the Board of the Company.

(9)  Does not include 9,600 additional shares issuable upon exercise of options
     that are not exercisable within 60 days after May 1, 1996.  Mr. Myers is a
     Director of the Company.

(10) Does not include 40,000 additional shares issuable upon exercise of 
     options that are not exercisable within 60 days after May 1, 1996.  
     Mr. Smith is President - Industrial Products Group of the Company.

(11) Does not include 24,000 additional shares issuable upon exercise of 
     options that are not exercisable within 60 days after May 1, 1996.  
     Mr. Schnell is Chief Financial Officer and Secretary of the Company.

(12) Does not include 20,000 additional shares issuable upon exercise of 
     options that are not exercisable within 60 days after May 1, 1996.  
     Mr. Minyard is President - Electronic Products Group of the Company.

(13) Does not include 3,000 additional shares issuable upon exercise of options
     that are not exercisable within 60 days after May 1, 1996.




                                     12

<PAGE>

                              PLAN OF DISTRIBUTION 

     The Selling Shareholders may sell, directly or through brokers, the 
Shares offered hereby in negotiated transactions or in one or more 
transactions on The Nasdaq National Market at the price prevailing at the 
time of sale.  In connection with such sales, the Selling Shareholders and 
any participating broker may be deemed to be "underwriters" of such shares 
within the meaning of the Securities Act, although the offering of these 
securities will not be underwritten by a broker-dealer firm.  Sales in the 
over-the-counter market may be made to broker-dealers making a market in the 
Class A Common Stock or other broker-dealers, and such broker-dealers, upon 
their resale of such securities, may be deemed to be "selling shareholders" 
in this offering.  The Company will not receive any of the proceeds from the 
sale of the shares by the Selling Shareholders.

     The Company will bear all costs and expenses of the registration under 
the Securities Act and certain state securities laws of the Shares, other 
than fees of counsel (if any) for the Selling Shareholders and any discounts 
or commissions payable with respect to sales of such shares.

     The Company has informed the Selling Shareholders that the 
anti-manipulation provisions of Rule 10b-6 and 10b-7 under the Exchange Act 
may apply to their sales of the Shares offered hereby and has furnished each 
of the Selling Shareholders with a copy of these rules, as well as a copy of 
certain interpretations thereof by the Commission.  The Company also has 
advised the Selling Shareholders of the requirement for delivery of this 
Prospectus in connection with any sale of such Shares. 





                                        13

<PAGE>

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


     NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE 
HEREBY TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN 
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION 
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY 
SELLING SHAREHOLDER.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR 
A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY 
PERSON IN OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE 
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY 
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION 
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE 
HEREOF.

                                    ________

                                TABLE OF CONTENTS

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . .  2
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . .  2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 13




                           HASKEL INTERNATIONAL, INC.


                     698,150 shares of Class A Common Stock






                                 _______________

                                   PROSPECTUS 
                                 _______________






                                  June __, 1996


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

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Haskel International, Inc. (the 
"Company") with the Securities and Exchange Commission (the "Commission") 
under the Securities Exchange Act of 1934 (the "Exchange Act") (Commission 
File No. 0-25068) are incorporated herein by reference: (a) the Company's 
Annual Report on Form 10-K for the fiscal year ended May 31, 1995; (b) the 
Company's Quarterly Reports on Form 10-Q for the quarters ended August 31, 
1995, November 30, 1995 and February 29, 1996; and (c) the description of the 
Company's Class A Common Stock contained in the Company's Registration 
Statement on Form 8-A filed on September 19, 1994 with the Commission under 
the Exchange Act, including any amendment or report subsequently filed by the 
Company for the purpose of updating that description.

     In addition, any document filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent 
to the date hereof, but prior to the filing of a post-effective amendment to 
this Registration Statement which indicates that all shares of the Company's 
Class A Common Stock registered hereunder have been sold or that deregisters 
all such shares of Class A Common Stock then remaining unsold, will 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 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 amended, to constitute a part of this Registration 
Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

     The Class A Common Stock registered hereby is a class of securities 
registered under Section 12(g) of the Exchange Act.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL

     Troy & Gould Professional Corporation holds an option to acquire 
25,000 shares of the Company's Class A Common Stock, exercisable at the market 
price of the Class A Common Stock on November 15, 1994.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under California law, a California corporation may eliminate or limit 
the personal liability of a director to the corporation for monetary damages 
for breach of the director's duty of care as a director, provided that the 
breach does not involve certain enumerated actions, including, among other 
things, intentional misconduct or knowing and culpable violation of the law, 
acts or omissions that the director believes to be contrary to the best 
interests of the corporation or its shareholders or that reflect an absence 
of good faith on the director's part, the unlawful purchase or redemption of 
stock, payment of unlawful dividends and receipt of improper personal 
benefits.  The Company's Articles of Incorporation include such provisions.

     The Company's Articles of Incorporation and Bylaws also impose a 
mandatory obligation that the Company indemnify any director of the Company 
to the fullest extent authorized or permitted by law (as now or hereinafter 
in effect), including under circumstances in which indemnification would 
otherwise be at the direction of the Company.

                                     II-1

<PAGE>

     The foregoing indemnification provisions are broad enough to encompass 
certain liabilities of directors under the Securities Act of 1933.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     During the fiscal years ended May 31, 1993, 1994 and 1995, and the 
ten months ended March 31, 1996, the Company issued 20,750, 42,100, 12,000 and 
0 shares of Class A Common Stock, respectively, upon exercise of options held 
by 12 persons, including six directors and two former directors.  The 
aggregate consideration received by the Company on exercise of these options 
was approximately $328,959.  With regard to these transactions, the Company 
relied upon Section 4(2) or Rule 701 of the Rules and Regulations promulgated 
under the Securities Act as an exemption from the registration requirements 
of the Securities Act.

     From 1989 through May 31, 1996, the Company issued options (net of any 
forfeitures) to officers, employees and directors under its 1989 Incentive 
Stock Option Plan, its Stock Option Plan and its 1995 Incentive Stock Option 
Plan to purchase an aggregate of 885,715 shares of Common Stock.  

     Management believes that the issuances of securities pursuant to the 
foregoing transactions were exempt from registration under Securities Act of 
1933, as amended, by virtue of Section 4(2) thereof as transactions not 
involving public offerings, or Section 3(a) or 3(b), or as transactions not 
involving the sale of a security. 

ITEM 8.   EXHIBITS

     The following exhibits included herewith or incorporated herein by 
reference are made part of this Registration Statement:

      3.1 Restated Articles of Incorporation of the Company (filed with the
          Commission on August 8, 1994 as Exhibit 3.1 to the Company's Annual
          Report on Form 10-K for the year ended May 31, 1995 and incorporated
          herein by reference).

      4.1 Specimen Class A Common Stock certificate (filed with the Commission
          on October 13, 1994 as Exhibit 4.1 to Amendment No. 4 to the 
          Company's Registration Statement on Form S-1 (Reg. No. 33-74362) and
          incorporated herein by reference).

      5   Opinion of Troy & Gould Professional Corporation regarding the
          legality of the securities registered hereunder.

     23.1 Consent of Deloitte & Touche LLP.

     23.2 Consent of Price Waterhouse U.K.

     23.3 Consent of Troy & Gould Professional Corporation (contained in 
          Exhibit 5).

     24   Power of Attorney (contained in Part II).

ITEM 9.   UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (i)     To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                                        II-2

<PAGE>

           (ii)     To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
registration statement; and

          (iii)     To include any material information with respect to the 
plan of distribution not previously disclosed in the registration statement:

PROVIDED, HOWEVER, that paragraphs (1)(i) and (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 Exchange Act 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.

     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 Exchange Act (and each filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Exchange Act) 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.

     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 Commission such indemnification is against public policy as 
expressed in the Securities Act of 1933 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 registrant in the successful 
defense of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the securities being 
registered, the 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 indemnification by it is 
against public policy as expressed in the Securities Act of 1933 and will be 
governed by the final adjudication of such issue.

                                    II-3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all 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 Burbank, state of California, on May 
31, 1996.

                                   HASKEL INTERNATIONAL, INC.


                                   By:   /s/ Edward Malkowicz
                                      ----------------------------------
                                        Edward Malkowicz
                                        Chairman of the Board 

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Edward Malkowicz and Lonnie D. Schnell, and 
each of them, his true and lawful attorneys-in-fact and agents, with full 
power of substitution and resubstitution, for him and in his name, place, and 
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this registration statement and to file the 
same, with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to 
do and perform each and every act and thing requisite and necessary to be 
done in and about the premises, as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or any 
of them, or their or his substitute or 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 indicated.


<TABLE>
<CAPTION>

         SIGNATURE                     TITLE                               DATE
         ---------                     -----                               ----
<S>                             <C>                                     <C>
 /s/ EDWARD MALKOWICZ           Chairman of the Board                   May 31, 1996
- ---------------------------
Edward Malkowicz

 /s/ R. MALCOLM GREAVES         Chief Executive Officer and             May 31, 1996
- ---------------------------     Director
R. Malcolm Greaves

 /s/ LONNIE D. SCHNELL          Chief Financial Officer (Principal      May 31, 1996
- ---------------------------     Financial and Accounting Officer)
Lonnie D. Schnell

 /s/ MARVIN L. GOLDBERGER       Director                                May 31, 1996
- ---------------------------
Marvin L. Goldberger

 /s/ MARVIN GOODSON             Director                                May 31, 1996
- ---------------------------
Marvin Goodson

 /s/ STANLEY T. MEYERS          Director                                May 31, 1996
- ---------------------------
Stanley T. Meyers

 /s/ TERRENCE A. NOONAN         Director                                May 31, 1996
- ---------------------------
Terrence A. Noonan

 /s/ WILLIAM L. SLOVER          Director                                May 31, 1996
- ---------------------------
William L. Slover

</TABLE>
                                         II-4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 74213}]
{"company-data": {"conformed-name": "HASKEL INTERNATIONAL INC", "cik": "0000918022", "assigned-sic": "3561", "irs-number": "954107640", "state-of-incorporation": "CA", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05567", "film-number": "96578579"}, "business-address": {"street1": "100 EAST GRAHAM PL", "city": "BURBANK", "state": "CA", "zip": "91502", "phone": "8188434000"}, "mail-address": {"street1": "100 EAST GRAHAM PLACE", "city": "BURBANK", "state": "CA", "zip": "91502"}}
As filed with the Securities and Exchange Commission on June 10, 1996  Reg. No.
_______________________________________________________________________________
_______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                _________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                _________________

                           HASKEL INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

       CALIFORNIA                                    95-4107640
 (State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                              100 EAST GRAHAM PLACE
                            BURBANK, CALIFORNIA 91502               91502
                    (Address of principal executive offices)      (Zip Code)
                                _________________
                        1989 INCENTIVE STOCK OPTION PLAN
                         NONQUALIFIED STOCK OPTION PLAN
                        1995 INCENTIVE STOCK OPTION PLAN
                         1995 FORMULA STOCK OPTION PLAN
                            (Full title of the plan)
                                _________________
                                LONNIE D. SCHNELL
                           HASKEL INTERNATIONAL, INC.
                              100 EAST GRAHAM PLACE
                               BURBANK, CALIFORNIA
                                 (818) 843-4000
(Name, address and telephone number, including area code, of agent for service)

                                    COPY TO:
                              WILLIAM J. FEIS, ESQ.
                      TROY & GOULD PROFESSIONAL CORPORATION
                       1801 CENTURY PARK EAST, SUITE 1600
                          LOS ANGELES, CALIFORNIA 90067
                                 (310) 553-4441

                         CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________
                                                                        Proposed Maximum    Proposed Maximum
                                                       Amount to be      Offering Price    Aggregate Offering      Amount of
Title of Securities to be Registered                   Registered(1)       per Share             Price         Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .            159,215           $9.46(2)           $1,506,174
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .            283,500            7.18(2)            2,035,530
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .            110,000            8.03(2)              883,300
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .            120,000           5.375(2)              645,000
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .            141,000            7.00(2)              987,000
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .             24,000           10.00(2)              240,000
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .              5,000            7.25(2)               36,250
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .             43,000            6.50(2)              279,500
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, without par value. . . .            494,285            6.75(3)            3,336,424
- -------------------------------------------------------------------------------------------------------------------------------
      TOTAL. . . . . . . . . . . . . . . . . .          1,380,000                              $9,949,178            $3,431
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________
(1)  In accordance with Rule 416 of the General Rules and Regulations under
     the Securities Act of 1933 (the "General Rules"), there also are being
     registered such indeterminate number of additional shares of Class A
     Common Stock as may become issuable pursuant to anti-dilution provisions
     of the plans.
(2)  The registration fee for shares of Class A Common Stock issuable upon
     exercise of outstanding options under the Plans was calculated pursuant
     to Rule 457(h) using the prices at which such outstanding options may be
     exercised.
(3)  Estimated pursuant to Rule 457 of the General Rules, solely for the
     purpose of computing the registration fee, based on the last reported
     sales price of the Class A Common Stock as reported on The Nasdaq
     National Market on June 5, 1996.
_______________________________________________________________________________
_______________________________________________________________________________
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

______________

*    Information required by Items 1 and 2 of Part I to be contained in the
     Section 10(a) Prospectus is omitted from the Registration Statement in
     accordance with Rule 428 under the Securities Act of 1933 and the Note to
     Part I of Form S-8.
EXPLANATORY NOTE

     The Prospectus filed as part of this Registration Statement has been 
prepared in accordance with the requirements of Part I of Form S-3 and may be 
used for reofferings of Class A Common Stock of Haskel International, Inc. 
acquired by the persons named therein pursuant to the 1989 Incentive Stock 
Option Plan, the Nonqualified Stock Option Plan, the 1995 Incentive Stock 
Option Plan and the 1995 Formula Stock Option Plan of Haskel International, 
Inc.
PROSPECTUS

                                 698,150 SHARES

                           HASKEL INTERNATIONAL, INC.

                              CLASS A COMMON STOCK
                                 _______________

     This Prospectus relates to the offer by certain shareholders 
(collectively, the "Selling Shareholders") for sale from time to time of up 
to 698,150 shares of Class A Common Stock, without par value (the "Shares").  
The Shares offered hereby are shares of Class A Common Stock previously 
issued and to be issued to officers, employees and directors of Haskel 
International, Inc. (the "Company") upon the exercise of employee stock 
options granted pursuant to the Company's 1989 Incentive Stock Option Plan, 
Nonqualified Stock Option Plan, 1995 Incentive Stock Option Plan and 1995 
Formula Stock Option Plan (collectively, the "Plans"). The Company's Class A 
Common Stock is traded on The Nasdaq National Market under the Symbol "HSKL." 
The last sale price for the Class A Common Stock on June 5, 1996, as 
reported on the Nasdaq National Market, was $6.75 per share. 

     The Selling Shareholders have advised the Company that they may sell, 
directly or through brokers, all or a portion of the Shares owned by each of 
them in negotiated transactions or in transactions on The Nasdaq National 
Market or otherwise at prices and terms prevailing at the time of sale.  It 
is anticipated that usual and customary brokerage fees will be paid by the 
Selling Shareholders.  In connection with such sales, the Selling 
Shareholders and any participating broker or dealer may be deemed to be 
"underwriters" of the Shares within the meaning of the Securities Act of 
1933, as amended (the "Securities Act").

     The Company has informed the Selling Shareholders that the 
anti-manipulation provisions of Rules 10b-6 and 10b-7 under the Securities 
Exchange Act of 1934 (the "Exchange Act") may apply to their sales of the 
Shares.  The Company also has advised the Selling Shareholders of the 
requirements for delivery of this Prospectus in connection with any sale of 
the Shares.

     SEE "RISK FACTORS" ON PAGES 4 THROUGH 10 FOR A DISCUSSION OF CERTAIN 
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A 
COMMON STOCK OFFERED HEREBY.
                                 _______________

  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 COMMISSION 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 June ___, 1996.
AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance 
therewith, files reports, proxy or information statements, and other 
information with the Securities and Exchange Commission (the "Commission").  
Such reports, proxy statements, and other information can be inspected and 
copied at the public reference facilities maintained by the Commission at 
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as at the 
following regional offices: 7 World Trade Center, Suite 1300, New York, New 
York 10048, and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, 
Illinois  60661.  Copies of such materials also can be obtained from the 
Public Reference Section of the Commission at 450 Fifth Street, N.W., 
Washington, D.C. 20549, at prescribed rates.  The Securities are traded on 
The Nasdaq National Market and the Company's reports, proxy or information 
statements, and other information filed with Nasdaq may be inspected at 
Nasdaq's offices at 1735 K Street, N.W., Washington, D.C., 20006.

     Additional information regarding the Company and the Class A Common 
Stock offered hereby is contained in the Registration Statement on Form S-8 
of which this Prospectus is a part (including all exhibits and amendments 
thereto, the "Registration Statement"), filed with the Commission under the 
Securities Act of 1933, as amended (the "Securities Act").  For further 
information pertaining to the Company and the Class A Common Stock, reference 
is made to the Registration Statement and the exhibits thereto, which may be 
inspected and copied at the Commission's public reference facilities at 
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.  Statements 
contained herein concerning the provisions of any document are not 
necessarily complete and in each instance reference is made to the copy of 
the document filed as an exhibit or schedule to the Registration Statement.  
Each such statement is qualified in its entirety by reference to the copy of 
the applicable documents filed with the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company (Commission File No. 
0-25068) with the Commission under the Exchange Act are incorporated in this 
Prospectus by reference: (a) the Company's Annual Report on Form 10-K for the 
fiscal year ended May 31, 1995; (b) the Company's Quarterly Reports on Form 
10-Q for the quarters ended August 31, 1995, November 30, 1995 and February 
29, 1996; and (c) the description of the Company's Class A Common Stock 
contained in the Company's Registration Statement on Form 8-A filed on 
September 19, 1994 with the Commission under the Exchange Act, including any 
amendment or report subsequently filed by the Company for the purpose of 
updating that description.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and 
prior to the termination of this offering shall be deemed to be incorporated 
by reference into this Prospectus and to be a part of this Prospectus from 
the date of filing of such documents.  Any statement contained in a document 
incorporated or deemed to be incorporated by reference herein shall be deemed 
to be modified or superseded for purposes of this 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.

     On request, the Company will provide, without charge, to each person, 
including any beneficial owner, to whom this Prospectus is delivered a copy 
of any or all of the documents incorporated by reference (other than exhibits 
to such documents that are not specifically incorporated by reference in such 
documents).  Requests for such copies should be directed to Haskel 
International, Inc., 100 East Graham Place, Burbank, California 91502, 
Attention: Lonnie D. Schnell, telephone number (818) 843-4000.

                                      2
PROSPECTUS SUMMARY

     THE FOLLOWING INFORMATION IS QUALIFIED IN ITS ENTIRETY BY THE MORE 
DETAILED INFORMATION, INCLUDING "RISK FACTORS" AND THE COMPANY'S CONSOLIDATED 
FINANCIAL STATEMENTS AND NOTES THERETO INCORPORATED BY REFERENCE HEREIN.  
UNLESS OTHERWISE INDICATED, THE INFORMATION CONTAINED IN THIS PROSPECTUS 
ASSUMES THAT OUTSTANDING WARRANTS, AND OPTIONS OUTSTANDING UNDER THE 
COMPANY'S PLANS, ARE NOT EXERCISED. 

                                   THE COMPANY

     Established in 1946, the Company manufactures pneumatically driven, 
high-pressure liquid pumps, gas boosters and air amplifiers for industrial, 
commercial, aerospace and military applications.  Management believes that 
the Company is the world's leading manufacturer of such pumps and boosters 
for these applications.  The Company sells and distributes a broad line of 
its own pneumatically driven pumps, gas boosters, air amplifiers and 
high-pressure valves, as well as third-party valves, cylinders and actuators, 
and other hydraulic and pneumatic devices primarily in the United States, 
Canada, the United Kingdom, various other European countries, South America, 
the Asia-Pacific region, the Middle East and India.  The Company markets a 
range of integrated test and control systems.  This involves design, 
manufacture and assembly incorporating products from the traditional line of 
Haskel-TM- pumps. The Company's high-pressure pumps and systems are used 
worldwide in manufacturing processes for industrial pressure testing and 
controls, fluid storage and containment and a wide variety of other 
applications.  The Company also specializes in the international distribution 
of electronic components, utilizing its proprietary QRD-TM- (Quick Response 
Delivery) global sourcing network.  In its fiscal year ended May 31, 1995, 
approximately 41% of the Company's business was manufacturing (including 
systems incorporating its pumps and boosters); the balance was distribution 
of third-party fluid power and pump related products and distribution of 
electronic components.

     The Company was incorporated in California in November 1986 as the 
successor to Haskel Engineering and Supply Company, whose operations began in 
1946 as the successor to Hayman Engineering Service.  The Company's principal 
executive offices are located at 100 East Graham Place, Burbank, California 
91502, and its telephone number is (818) 843-4000.  Unless the context 
otherwise requires, the term "Company" or "Haskel" refers to Haskel 
International, Inc. and its subsidiaries.

                                  THE OFFERING
Class A Common Stock offered hereby . . . . . . . . . . . . . . . . .    698,150 shares
Class A Common Stock outstanding or issuable upon 
exercise of all options available under the Plans . . . . . . . . . .  6,023,080 shares
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . .  All of the proceeds from the sale of the Class A 
                                                                       Common Stock offered hereby will be received by the 
                                                                       Selling Shareholders.  The Company will not receive 
                                                                       any of the proceeds from this offering but will bear 
                                                                       estimated expenses of approximately $25,000.
Nasdaq National Market Symbol . . . . . . . . . . . . . . . . . . . .  HSKL
3
RISK FACTORS

     In addition to the other information in this Prospectus and incorporated 
herein by reference, the following risk factors should be considered 
carefully in evaluating the Company and its business before purchasing the 
Class A Common Stock offered by this Prospectus.  An investment in the 
Class A Common Stock offered hereby is speculative in nature and involves a 
high degree of risk.

ENVIRONMENTAL MATTERS

     SAN FERNANDO VALLEY AREA 2 SUPERFUND SITE

     The Environmental Protection Agency (the "EPA") has named the Company a 
Potentially Responsible Party ("PRP"), as that term is defined in applicable 
law, for an area known as the San Fernando Valley Area 2 Superfund Site (the 
"Superfund Site"), in which the groundwater has been contaminated by 
solvents. Of the 32 parties named by the EPA as PRPs for the Superfund Site, 
27 parties, including the Company, have formed the Glendale PRP Group (the 
"Group").  Under applicable law, most notably the federal Comprehensive 
Environmental Response Compensation and Liability Act ("CERCLA"), the Company 
might be jointly and severally liable with other PRPs for the full cost of 
cleaning up the Superfund Site, including the cost of the remedial design 
phase discussed below, which the EPA currently estimates to be approximately 
$48,000,000 (the "Remediation Cost").  There is also legal authority, 
however, that holds that when the approximate extent of contamination caused 
by each PRP can be determined, liability must be allocated among the PRPs in 
proportion to their relative contribution.  Based on this authority, 
Management and the Company's environmental counsel believe there will be a 
rational, pro rata allocation of responsibility for the cleanup of the 
Superfund Site among the participating PRPs.  Three primary solvents were 
found at the Superfund Site, and the allocation of liability will probably be 
based upon, at least in part, the quantity of those three solvents used by 
each PRP at the Superfund Site.  The Company used a small quantity of two of 
the three solvents and did not use the third solvent at all.  Management and 
the Company's environmental counsel believe, therefore, that the Company was, 
at most, a small contributor to groundwater contamination at the Superfund 
Site.  The Company has conducted research, the results of which corroborate 
its position.

     On December 21, 1993, an independent mediation team engaged by the Group 
presented a confidential proposed interim allocation schedule (the "Interim 
Allocation"), which allocated 1.76% responsibility to the Company for the 
remedial design phase.  In May 1994, 23 of the 27 parties (including the 
Company) signed an Administrative Order on Consent ("AOC"), by which the 
parties committed themselves to carrying out the initial remedial design 
phase. However, prior to the execution of the AOC, four PRPs dropped out of 
the Group, and their respective shares were distributed among the remaining 
PRPs.  As a result, the Company's Interim Allocation grew to 2.46%.  The 
Group then engaged the services of a private investigative company whose job 
it was to locate and assemble data that would bring additional parties to the 
attention of the EPA. The Group delivered this data to the EPA and the EPA 
named additional PRPs in May and June 1995.  Several of those newly named 
PRPs have joined the Group, such that currently there are 32 members of the 
PRP Group.  Several of these new members make specified flat fee monthly 
payments to the Group and were not assigned a percentage allocation, due to 
the fact that the PRP Group will soon engage in a reallocation process.  
Nevertheless, there were minor adjustments in percentages as a result of the 
addition of some new members such that Haskel's current percentage is 2.36%.  
The Group has completed approximately 95% of the remedial design phase.  To 
date, since its inception the Group has spent approximately $5.7 million.

     As a result of the additional PRPs who have joined the Group, the 
Company and its environmental counsel expect the allocation ultimately 
assigned to the Company to be less than the 2.36% that the Company is 
currently paying.  The Company believes, based on the status of the current 
Group membership, that the Company will bear a lower share of costs than its 
already determined pro rata share.

     The Group has begun the process of reallocation of percentages among the 
Group members with the aim of arriving at a final allocation relative to the 
Remediation Cost (the "Final Allocation").  This process should be complete 
by September, 1996.  It is the hope of the Group that the Final Allocation 
will be concluded prior to the time the EPA will receive a signed AOC 
regarding the 12-year remedy phase of this project.

                                        4
Even assuming that the Final Allocation of the Remediation Cost agreed 
upon by the Group is similar to the Interim Allocation, an assumption which 
the Company's environmental counsel believes is reasonable, the Company's 
share of the Remediation Cost will be approximately $1,000,000 (i.e. 
approximately 2.0% of the projected Remediation Cost of $48,000,000).  This 
2.0% figure is based upon the 1.76% Interim Allocation, adjusted to account 
for PRPs who have dropped out of the Group as well as for PRPs who have 
joined subsequent to the Interim Allocation and whose contributions to the 
contamination are therefore not reflected in the Interim Allocation.

     To the extent that a member of the Group does not accept the Final 
Allocation or does not pay its share of the liability for remediation, the 
remaining members will each, on a pro rata basis, become responsible for that 
member's allocation.  Further data, negotiation or disagreements among the 
PRPs, insolvencies of or refusals to pay by PRPs or increases in actual costs 
of remediation could cause the Company's ultimate liability for remediation 
of the Superfund Site to increase significantly from the amount calculated 
based upon the Interim Allocation percentage.  Consequently, there can be no 
assurance that remediation of the Superfund Site will not have a materially 
adverse effect on the results of operations or financial condition of the 
Company.

     In addition to the Remediation Cost, the EPA has informed the Group that 
it intends to seek reimbursement from PRPs for some portion of the 
approximately $13,000,000 of expenses the EPA has incurred in studying the 
Superfund Site and three adjacent superfund sites.  The EPA also has the 
right to seek recovery from PRPs for additional administrative expenses it 
incurs in studying the superfund sites.  The future expenses are not 
currently quantifiable or subject to reasonable estimation.  PRPs from one of 
the adjacent superfund sites have agreed to pay approximately $2,000,000 of 
the $13,000,000.  The EPA has informed the Company's environmental counsel 
that only a portion of the remaining $11,000,000 is attributable to the 
Superfund Site and the Company's counsel does not believe it is unreasonable 
to estimate that approximately 30% of such amount will be attributable to the 
Superfund Site.  Further, the Group has lodged its objection with the EPA for 
the EPA's failure to separate out the costs related only to the Superfund 
Site.  Recently, the Group made a payment of approximately $190,000 to the 
EPA relative to the $13,000,000 of past costs being claimed by the EPA, as 
the Group found $190,000 of those costs unobjectionable.  Assuming that 30% 
of the claimed costs are attributable to the Superfund Site, the Company's 
share of that amount would be approximately $66,000, based on an adjusted 
Interim Allocation of 2.0%.  Payment of all costs and expenses related to the 
Remediation Cost will be due over a period that Management believes, based 
upon EPA estimates, to be approximately twelve years.

     ON-SITE CONTAMINATION

     The soil at the property occupied by the Company at 100 East Graham 
Place, Burbank, California has been contaminated by solvents, primarily at 
one pit with a surface area of less than ten square feet (the "On-Site 
Contamination").  The extent of such contamination has been quantified by 
environmental consultants and engineers.  The cost of such soil and 
groundwater assessment was approximately $250,000, including the cost of 
installation of five groundwater wells, which the Company has installed 
pursuant to a directive of the Regional Water Quality Control Board 
("RWQCB").  Based on such analysis, Management estimates that approximately 
250 cubic yards of contaminated soil has been affected.  The remediation 
system to clean the on-site contamination was installed in July 1995 and was 
continuously operational for about four months, until November 1995, by which 
time the contamination in the soil had been reduced by more than 90% of the 
original concentrations.  The Company had spent approximately $71,000 on 
mobilizing, installing and operating the remediation system through December 
1995.  The Company's environmental consultants and engineers believed that 
maximum possible results were obtained after four months of operation of the 
remediation system.  The RWQCB, however, has requested that the system be 
reactivated for a ninety day period to ascertain if additional benefits are 
possible.  The Company is currently in discussions with the RWQCB regarding 
this request.  If the Company proceeds pursuant to the RWQCB's request, the 
estimated costs associated with such activation are $45,000.

                                      5
LUBRICATION CORPORATION OF AMERICA

     The Company has been named a PRP regarding contamination of a site 
operated by Lubrication Corporation of America ("LCA").  LCA operates a used 
oil recycling facility in the Santa Clarita flood plain, to which a portion 
of the Company's used oil was sent for recycling.  The Company had been 
informed by the California Department of Toxic Substances Control that the 
Company's total contribution to the contamination was about 2,500 gallons 
which constituted approximately .05% of the total contamination identified at 
the LCA site. Recently, the Company was informed that its contribution was in 
the amount of 4,545 gallons.  Currently, the Department of Toxic Substances 
Control is negotiating a settlement with approximately 20 other LCA PRPs who 
collectively constitute about 6% of the total contamination found at the LCA 
site.  The Department of Toxic Substances Control is also negotiating with 
the United States military which, according to the Department of Toxic 
Substances Control, is responsible for more than 70% of the total 
contamination found at the LCA site.  The Company has been offered a full 
release from the Department of Toxic Substances Control relative to the LCA 
site if the Company pays approximately $37,000.  The Company is considering 
accepting this settlement offer.

     INSURANCE AND RESERVES 

     One of the Company's insurers agreed to pay 13% of the Company's defense 
costs with respect to litigation concerning the Superfund Site.  The Company 
brought litigation against its insurers in which the Company sought an order 
that its insurers must defend and indemnify the Company with respect to 
Superfund Site litigation.  In August 1995, the trial court ruled that the 
Company's insurers must reimburse the Company for defense costs which the 
Company incurred in defending Superfund Site litigation and defend the 
Company in the future.  As a result of this ruling, the Company expects a 
substantial recovery of its defense costs.  However, the Company is unable at 
this time to quantify the amount it will recover.  There can be no assurance 
of the ultimate outcome of this matter until it is finally resolved.  
Litigation is pending as to whether the Company's insurers must indemnify and 
continue to defend the Company.

     The Company established environmental reserves in the amount of 
$1,445,000 for contingent liabilities that may arise in connection with the 
Superfund Site, the On-Site Contamination and other environmental matters.  
As of May 31, 1993 the Company had reserved $510,000 to perform testing and 
cleanup of soil contamination at its facility in Burbank in accordance with a 
mandate from the RWQCB.  The Company increased the environmental reserves 
when the EPA established its $48,000,000 estimate of the Remediation Cost.  
The Company and its environmental counsel believe that there has been no 
significant change in the estimated environmental liabilities of the Company 
which suggests that the reserve amount should be changed.  At May 31, 1995, 
the environmental reserve balances were $1,065,000.  The Company has not 
included any specific amount in the environmental reserves for litigation 
defense costs, which cannot be estimated but could be substantial if these 
matters precipitate more litigation than is anticipated, particularly 
litigation between PRPs.  The effect on these costs of the favorable court 
ruling set forth above cannot be determined at this time, although the 
Company believes they will be of substantial benefit to the Company.  There 
can be no assurance that the environmental reserves will be adequate to cover 
any contingent liabilities arising from the above-referenced environmental 
matters or that any liability in excess of the environmental reserves will 
not have a materially adverse effect on the Company's results of operations 
or financial condition.

     COMPLIANCE WITH EXISTING REGULATIONS

     Although management anticipates increases in the Company's cost of 
ongoing compliance with existing environmental regulations due to inflation, 
management believes that the cost of ongoing compliance will not have a 
material adverse effect on the Company's financial condition.

RESULTS OF RECENT OPERATIONS

     From fiscal 1991 through fiscal 1993 the Company's sales and gross 
profit increased, while earnings declined, primarily because operating 
expenses increased at a higher rate than the increase in gross margins.  From 
fiscal 1993 through fiscal 1994 sales increased, while gross profit and 
earnings declined, primarily due to certain 

                                    6
nonrecurring expenses related to increases in environmental reserves, 
restructuring charges and inventory write-offs.  From fiscal 1994 through 
fiscal 1995, sales, gross profit and earnings all increased, primarily as a 
result of increased demand for the Company's products, new sales 
representative programs and the introduction of new products, combined with 
the effects of a cost reduction program.  For the nine months ended February 
29, 1996, sales, gross profit and earnings all increased, primarily as a 
result of increased demand for the Company's products, combined with the 
effects of sales representative programs, the cost reduction program and 
continued benefits from recent acquisitions and overseas expansion.  The 
Company's immediate prospects for revenue growth and increased profitability 
are dependent upon continued demand for the Company's products in a 
competitive environment, further expansion of the applications of its core 
technologies to new products, uses, systems and customers, the control of 
operating expenses, the strength of the United States' economy and the 
general state of the global economy.  There can be no assurance, however, 
that the Company will be able to increase its revenues or profitability.

FLUCTUATIONS IN QUARTERLY RESULTS

     The Company's results of operations are subject to fluctuations from 
quarter to quarter due to changes in demand for its products and other 
factors. Demand for the Company's products in each of the markets it serves 
can vary significantly from quarter to quarter due to revisions in customers' 
budgets or schedules, changes in demand for the customers' products that 
incorporate or utilize the Company's products and other factors beyond the 
Company's control. Therefore, year-to-year comparisons of quarterly results 
may not be meaningful, quarterly results during a year may not be indicative 
of the results that may be expected for the entire year, and there can be no 
assurance that the Company will be profitable in any particular quarter.

PRODUCT DEPENDENCE BY THE ELECTRONIC PRODUCTS GROUP

     The Company's Electronic Products Group ("EPG") is essentially a 
sourcing business, focusing on critical shortages of electronic components.  
Therefore, the EPG's performance tends to relate to the general state of the 
electronic components industry.  That industry is currently experiencing a 
downturn and there is a surplus of electronic products rather than a shortage 
of products. In fiscal 1994, the year in which the EPG's principal entity, 
M.G. Electronics, Inc. ("MGE") was acquired, the EPG accounted for 
approximately 9.4% of the Company's sales.  In fiscal 1995 and the nine 
months ended February 29, 1996, the EPG accounted for approximately 24.8% and 
29.6% of the Company's sales, respectively.  In response to declining demand 
for electronic components, the EPG has recently initiated cost reduction 
measures including a reduction in its personnel and the closing of its two 
European offices.

RISKS OF FOREIGN SALES

     During the year ended May 31, 1995, the Company derived approximately 
23% of its total revenues from export sales of its products to Europe, the 
Asia-Pacific region and other foreign markets, as compared to approximately 
24% during fiscal 1994 and 26% during fiscal 1993.  These figures exclude the 
sales of Haskel Energy Systems Ltd. ("HESL") in the United Kingdom ("UK").  
The Company expects that revenues from foreign sales will continue to 
represent a material portion of its total revenues and may increase as a 
percentage of total revenues.  Foreign sales are subject to numerous risks, 
including significant fluctuations in foreign currencies, political and 
economic instability in foreign markets, restrictive trade policies of 
foreign governments, inconsistent product regulation by foreign agencies or 
governments, the imposition of product tariffs, difficulties associated with 
accounts receivable collection and the burdens of complying with a wide 
variety of international and United States export laws and differing 
regulatory requirements, each of which could have a materially adverse effect 
on the Company's business and results of operations. The Company does not 
engage in hedging transactions to lessen the effect of significant 
fluctuations in foreign currencies.  Currently, the Company maintains a 
substantial portion of its European cash balances in U.S. dollars.

COMPETITION

     In general, the principal competitive factors in the markets in which 
the Company's Industrial Products Group ("IPG") - Manufacturing segment 
participates are product quality, performance, availability, reliability, 

                                    7
technical support and price.  All of the Company's competitors have a 
significantly smaller market share in the United States than the Company.  
There can be no assurance that the Company can maintain its dominant market 
share.  To remain competitive, the Company will have to continue to improve 
its market penetration and support the reliability and reputation of its 
products with a high level of customer service in terms of product delivery, 
availability and technical support.

     In the high-pressure pump manufacturing industry, the Company's 
IPG - Manufacturing segment has three major competitors:  Teledyne Fluid 
Systems, a division of Teledyne Inc.; Schmidt Kranz & Company Gmbh; and SC 
Hydraulic Engineering Corporation.  Certain of the Company's competitors are 
larger overall and have greater financial resources than the Company.  The 
Company has a significantly larger United States market share in this line of 
business than do any of its competitors, but there can be no assurance that 
the Company will maintain its market share.  In order to remain competitive, 
the Company supports the reliability and reputation of its products with 
customer service, prompt product delivery, competitive pricing, and 
comprehensive technical assistance.

     The Company's competitors in the integrated test and control systems 
market include the same companies that compete with the Company in the 
pneumatically driven pump, gas booster, air amplifier and high-pressure valve 
markets.  In addition, the Company competes with a number of small 
manufacturers of integrated test and control systems, as well as unrelated 
value-added distributors of similar systems.

     Unlike its manufacturing business, the Company's IPG distribution 
business competes with many other companies that provide substantially 
similar products. Management believes that many of these competing companies 
are larger and have greater financial strength than the Company.

     In its EPG distribution business, the Company competes with numerous 
companies in each market it serves, many of which have far greater financial 
and other resources than the Company.  There is intense competition in 
electronic component sourcing and supply to OEMs.  Although the Company has 
applied for trademarks on the names of several of its marketing systems, it 
does not have patent or copyright protection on its proprietary systems or 
technologies, nor does it have exclusive franchises for the products it 
distributes, and there can be no assurance that traditional franchised 
electronic distributor organizations or independent distributors will not 
adopt similar communications technologies to offer similar sourcing services 
to those offered by the EPG.  Additionally, purchasing departments of OEMs 
can develop this capability in-house, and many of the larger OEMs have 
already established international purchasing offices.  In some cases, the EPG 
competes with franchised distributors, such as Avnet Inc., Arrow Electronics 
Inc. and other large organizations, many of which have substantially greater 
financial and other resources.  The Company also competes with small 
independent distributors that locate and source products, but management 
believes that few of these distributors utilize the advanced technology 
employed by the Company for servicing its customers.

     There can be no assurance that the Company will be able to continue to 
compete effectively in the markets for any of its products.

ABILITY TO MANAGE GROWTH AND INTEGRATE RECENTLY ACQUIRED OPERATIONS

     During the past five years, the Company has acquired five companies.  
The Company plans to continue to make strategic acquisitions of complementary 
businesses while simultaneously improving its current operations, 
implementing new computer and software systems, adopting new marketing 
programs and streamlining its manufacturing processes.  Maintaining 
profitability during a period of continued expansion and integration of 
operations will depend on the Company's ability to manage its growth 
effectively.  Difficulties in integrating new operations and managing such 
growth could overextend the Company's management resources and have a 
materially adverse effect on the Company's business and results of operations.

TECHNOLOGICAL CHANGE AND DEPENDENCE ON SYSTEMS AND SOFTWARE

     The rapid rate of technological change in information, communications 
and network systems could make the Company's systems obsolete and have a 
materially adverse effect on the Company's ability to compete, 

                                         8
particularly in its electronic component sourcing business.  The nature of 
the electronic components industry requires the EPG to continually evaluate 
technological advances in the information, communications and networking 
fields and adopt appropriate new technologies in order to maintain and 
improve its sourcing and supply capabilities.  There can be no assurance that 
the EPG will be able to continue to serve its customers effectively and 
compete with other companies that adopt such technologies.  The EPG is highly 
dependent on its proprietary databases, computer systems and integrated 
network of workstations, fax servers, modems, customized software and 
advanced communication systems.  Any failure or interruption in the 
performance of these systems may have a materially adverse effect on the 
Company's business, financial condition and results of operations.

BACKLOG

     Pursuant to the customary terms of the Company's agreements with 
government contractors and other customers, and in accordance with industry 
custom and practice, a customer generally may cancel or reschedule an order 
without penalty if the Company has not made financial commitments with 
respect to the order. Lead times for the release of purchase orders depend 
upon the scheduling and forecasting practices of the Company's individual 
customers, which also can affect the timing of the conversion of the 
Company's backlog into revenues.  For these reasons, among others, the 
Company's backlog at a particular date may not be indicative of its future 
revenues, and there is no assurance that backlog will be completed and 
recorded as revenue.  Cancellation of pending contracts or termination or 
reductions of contracts in progress may have a materially adverse effect on 
the Company's business and results of operations.

DEPENDENCE ON KEY PERSONNEL AND MANUFACTURERS' REPRESENTATIVES

     The Company is dependent upon the personal efforts and abilities of R. 
Malcolm Greaves, the Company's principal executive officer.  The loss or 
unavailability of the services of Mr. Greaves could have a materially adverse 
effect on the Company.  The Company maintains $2,000,000 of "key person" life 
insurance on the life of Mr. Greaves.  Management believes that the Company's 
success depends in part upon its ability to attract and retain highly skilled 
management, technical, sales and marketing personnel and maintain its 
relationships with manufacturers' representative organizations domestically 
and overseas.  Competition for such personnel is intense, and there can be no 
assurance that the Company will be successful in attracting and retaining 
such personnel and maintaining such relationships.

     Maury S. Friedman, a former principal executive officer, became a 
consultant to the Company effective April 1, 1996 and ceased being an 
employee of the Company.  Mr. Friedman's change in status does not affect the 
continuity of management at MGE or the EPG; however, the possible effect of 
his lesser involvement in their business activities is unknown at present.

SUPERIOR VOTING RIGHTS OF HOLDERS OF CLASS B COMMON STOCK; CONTROL BY PRINCIPAL
SHAREHOLDER

     As of April 1, 1996, the Company's largest shareholder, the Hayman 
Trusts, beneficially owned 1,584,477 shares (33.8%) of the outstanding Class 
A Common Stock and 40,000 shares (100%) of the outstanding Class B Common 
Stock.  Holders of the Class B Common Stock, voting as a separate class, are 
entitled to elect a majority of the Company's Board of Directors.  Thus, the 
Hayman Trusts have the power to elect a majority of the Board of Directors 
and thereby control many of the affairs and policies of the Company.  The 
superior voting rights of the Class B shareholders may have the effect of 
delaying or preventing a change in management or control of the Company.

ABILITY TO PAY DIVIDENDS

     Although the Company currently intends to pay dividends on its Common 
Stock, its ability to do so will depend on a number of factors, including net 
earnings, agreements with creditors, capital expenditure requirements, cash 
on hand, environmental liabilities, successful integration of acquired 
businesses and product lines, growth of the Company's businesses and general 
economic conditions.  In addition, the Company's comprehensive credit 
facility with its bank has certain covenants, including ones requiring 
maintenance of minimum tangible net worth 

                                     9
and prohibiting the payment of any dividends by the Company in the event of a 
default under such loan agreement.  Consequently, there can be no assurance 
as to the continued payment of dividends or as to amounts thereof.

STOCK PRICE VOLATILITY

     The trading price and volume of the Company's Class A Common Stock could 
be subject to significant fluctuations in response to many factors, including 
quarter-to-quarter variations in operating results, changes in earnings 
estimates by analysts, competition, general conditions in the Company's 
businesses and the economy and other events or factors.  Additionally, broad 
market fluctuations may adversely affect the market price of the Company's 
Class A Common Stock.

ANTI-TAKEOVER EFFECT OF CHARTER PROVISIONS, BYLAWS AND STOCK STRUCTURE

     The Company has two classes of Common Stock with unequal voting power.  
The Company's Board of Directors is elected annually on a split-vote basis, 
with holders of Class A Common Stock and holders of Class B Common Stock 
voting as separate classes.  Holders of Class B Common Stock have the power 
to elect a majority of the Company's Board of Directors.  If the number of 
members of the Company's Board of Directors is an odd number, holders of 
Class B Common Stock are entitled to elect one more member than holders of 
Class A Common Stock.  If the number of members of the Company's Board of 
Directors is an even number, holders of Class B Common Stock are entitled to 
elect two more members than holders of Class A Common Stock.  These 
provisions would have the effect of discouraging a proxy contest or making it 
impossible for a third party acquiring a substantial block of the Company's 
Class A Common Stock to effect a change in management and control of the 
Company.  Such provisions also could limit the price that investors might be 
willing to pay in the future for shares of the Company's Class A Common Stock.

     The Board of Directors of the Company is authorized to issue, without 
shareholder approval, up to 2,000,000 shares of Preferred Stock with voting, 
conversion and other rights and preferences determined by the Board of 
Directors, as well as 15,311,770 additional shares of Class A Common Stock 
(excluding the shares of Class A Common Stock issuable under the Plans), 
which could dilute the voting power of the holders of Class A Common Stock.  
Although the Company has no current plans to issue any shares of Preferred 
Stock or additional shares of Common Stock other than the Class A Common 
Stock issuable under the Plans or any other employee benefit plan, the future 
issuance of Preferred Stock or Common Stock or of rights to purchase 
Preferred Stock or Common Stock could be used to discourage an unsolicited 
acquisition proposal.

                                        10
SELLING SHAREHOLDERS

     The following table lists the Selling Shareholders, the number of shares 
of Class A Common Stock beneficially owned by each such Selling Shareholder 
as of the commencement of this offering, the number of shares included in the 
offering and the number of shares of Class A Common Stock held by each such 
Selling Shareholder after the offering.  The shares included in the 
Prospectus were issued or are issuable to the Selling Shareholders in 
connection with their exercise of options pursuant to the Plans.  Each 
Selling Shareholder has advised the Company that such Selling Shareholder 
intends to offer for sale all of the Shares listed below under the heading 
"Number of Shares Being Offered."

     The remaining Selling Shareholders are not currently known by the 
Company, but will be current or future employees, executive officers or 
directors of the Company who may, in the future, be granted stock options 
under the Plans.
Shares Beneficially Owned                                    Shares Beneficially
                                                    Prior to Offering                                      Owned After Offering (1)
                              ------------------------------------------------------------                 ------------------------
                                                 Issuable         Total                         Number
                                                  Under         Ownership                      of Shares
                                Shares           Option           and                           Being
Name                          Outstanding        Plans (2)        Rights       Percent (3)      Offered      Number     Percent (4)
- ----                          -----------        ---------       -------       -----------     --------     -------     -----------
Maury S. Friedman (5)          457,000           40,000          497,000         10.5%          40,000      457,000        8.9%
Marvin L. Goldberger (5)        11,155           39,000           50,155          1.1%          46,000        4,155           *
Marvin Goodson (5)              81,110(6)        71,000          152,110          3.2%          91,000       61,110        1.3%
R. Malcolm Greaves               3,000          114,600 (7)      117,600          2.4%         150,000        2,000           *
Edward Malkowicz                11,000           10,400 (8)       21,400             *          52,000       11,000           *
Stanley T. Myers                 1,000            2,400 (9)        3,400             *          12,000        1,000           *
William L. Slover (5)            5,000           27,000           32,000             *          32,000          -0-           *
A. Charles Wilson (5)           15,000          153,000          168,000          3.5%         160,000        8,000           *
Robert A. Smith                    -0-           10,000 (10)      10,000             *          50,000          -0-           *
Lonnie D. Schnell                1,500            6,000 (11)       7,500             *          30,000        1,500           *
James Minyard                      400           10,000 (12)      10,400             *          30,000          400           *
Edward W. Wachtel               16,740              -0-           16,740             *             750       15,990           *
Goodson and Wachtel
  Profit Sharing Plan           24,800              -0-           24,800             *           1,000       23,800           *
David K. Belk                      200            3,450 (13)       3,650             *             200        6,450           *
Williard Bixby                   1,500              -0-            1,500             *           1,500          -0-           *
Robert Goodell                     250              -0-              250             *             250          -0-           *
Elisa Schachnes                  6,640              -0-            6,640             *             250        6,390           *
Chris Sigigie                      600              -0-              600             *             600          -0-           *
Peter Votrian                      600              -0-              600             *             600          -0-           *
_________________
*    Less than 1%

(1)  The table assumes that the Selling Shareholders will dispose of all of the
     Company's Class A Common Stock issued to them upon exercise of options.

(2)  The figures set forth in this column show the number of shares issuable
     upon exercise of options that were exercisable at May 1, 1996 or within 
     60 days thereafter.

(3)  Shares that a person has the right to acquire within 60 days after May 1,
     1996 are deemed to be outstanding in calculating the percentage ownership
     of the person, but are not deemed to be outstanding as to any other 
     person.

(4)  Assumes all options under the Plans are exercised.

(5)  Messrs. Goodson and Slover and Dr. Goldberger are Directors of the 
     Company. Mr. Friedman was a Director of the Company until January 3, 1996.
     Mr. Wilson was a Director and Chairman of the Board of the Company until
     November 22, 1994.

                                    11
(6)  Excludes 24,800 shares that are owned by Goodson and Wachtel, A
     Professional Corporation Profit Sharing Plan, of which Mr. Goodson is a
     co-trustee and a participant.

(7)  Does not include 34,400 additional shares issuable upon exercise of 
     options that are not exercisable within 60 days after May 1, 1996.  
     Mr. Greaves is President and Chief Executive Officer and a Director of
     the Company.

(8)  Does not include 41,600 additional shares issuable upon exercise of 
     options that are not exercisable within 60 days after May 1, 1996.  
     Mr. Malkowicz is Chairman of the Board of the Company.

(9)  Does not include 9,600 additional shares issuable upon exercise of options
     that are not exercisable within 60 days after May 1, 1996.  Mr. Myers is a
     Director of the Company.

(10) Does not include 40,000 additional shares issuable upon exercise of 
     options that are not exercisable within 60 days after May 1, 1996.  
     Mr. Smith is President - Industrial Products Group of the Company.

(11) Does not include 24,000 additional shares issuable upon exercise of 
     options that are not exercisable within 60 days after May 1, 1996.  
     Mr. Schnell is Chief Financial Officer and Secretary of the Company.

(12) Does not include 20,000 additional shares issuable upon exercise of 
     options that are not exercisable within 60 days after May 1, 1996.  
     Mr. Minyard is President - Electronic Products Group of the Company.

(13) Does not include 3,000 additional shares issuable upon exercise of options
     that are not exercisable within 60 days after May 1, 1996.

                                     12
PLAN OF DISTRIBUTION 

     The Selling Shareholders may sell, directly or through brokers, the 
Shares offered hereby in negotiated transactions or in one or more 
transactions on The Nasdaq National Market at the price prevailing at the 
time of sale.  In connection with such sales, the Selling Shareholders and 
any participating broker may be deemed to be "underwriters" of such shares 
within the meaning of the Securities Act, although the offering of these 
securities will not be underwritten by a broker-dealer firm.  Sales in the 
over-the-counter market may be made to broker-dealers making a market in the 
Class A Common Stock or other broker-dealers, and such broker-dealers, upon 
their resale of such securities, may be deemed to be "selling shareholders" 
in this offering.  The Company will not receive any of the proceeds from the 
sale of the shares by the Selling Shareholders.

     The Company will bear all costs and expenses of the registration under 
the Securities Act and certain state securities laws of the Shares, other 
than fees of counsel (if any) for the Selling Shareholders and any discounts 
or commissions payable with respect to sales of such shares.

     The Company has informed the Selling Shareholders that the 
anti-manipulation provisions of Rule 10b-6 and 10b-7 under the Exchange Act 
may apply to their sales of the Shares offered hereby and has furnished each 
of the Selling Shareholders with a copy of these rules, as well as a copy of 
certain interpretations thereof by the Commission.  The Company also has 
advised the Selling Shareholders of the requirement for delivery of this 
Prospectus in connection with any sale of such Shares. 

                                        13
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

     NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE 
HEREBY TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN 
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION 
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY 
SELLING SHAREHOLDER.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR 
A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY 
PERSON IN OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE 
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY 
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION 
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE 
HEREOF.

                                    ________

                                TABLE OF CONTENTS

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . .  2
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . .  2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

                           HASKEL INTERNATIONAL, INC.

                     698,150 shares of Class A Common Stock

                                 _______________

                                   PROSPECTUS 
                                 _______________

                                  June __, 1996

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Haskel International, Inc. (the 
"Company") with the Securities and Exchange Commission (the "Commission") 
under the Securities Exchange Act of 1934 (the "Exchange Act") (Commission 
File No. 0-25068) are incorporated herein by reference: (a) the Company's 
Annual Report on Form 10-K for the fiscal year ended May 31, 1995; (b) the 
Company's Quarterly Reports on Form 10-Q for the quarters ended August 31, 
1995, November 30, 1995 and February 29, 1996; and (c) the description of the 
Company's Class A Common Stock contained in the Company's Registration 
Statement on Form 8-A filed on September 19, 1994 with the Commission under 
the Exchange Act, including any amendment or report subsequently filed by the 
Company for the purpose of updating that description.

     In addition, any document filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent 
to the date hereof, but prior to the filing of a post-effective amendment to 
this Registration Statement which indicates that all shares of the Company's 
Class A Common Stock registered hereunder have been sold or that deregisters 
all such shares of Class A Common Stock then remaining unsold, will 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 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 amended, to constitute a part of this Registration 
Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

     The Class A Common Stock registered hereby is a class of securities 
registered under Section 12(g) of the Exchange Act.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL

     Troy & Gould Professional Corporation holds an option to acquire 
25,000 shares of the Company's Class A Common Stock, exercisable at the market 
price of the Class A Common Stock on November 15, 1994.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under California law, a California corporation may eliminate or limit 
the personal liability of a director to the corporation for monetary damages 
for breach of the director's duty of care as a director, provided that the 
breach does not involve certain enumerated actions, including, among other 
things, intentional misconduct or knowing and culpable violation of the law, 
acts or omissions that the director believes to be contrary to the best 
interests of the corporation or its shareholders or that reflect an absence 
of good faith on the director's part, the unlawful purchase or redemption of 
stock, payment of unlawful dividends and receipt of improper personal 
benefits.  The Company's Articles of Incorporation include such provisions.

     The Company's Articles of Incorporation and Bylaws also impose a 
mandatory obligation that the Company indemnify any director of the Company 
to the fullest extent authorized or permitted by law (as now or hereinafter 
in effect), including under circumstances in which indemnification would 
otherwise be at the direction of the Company.

                                     II-1
The foregoing indemnification provisions are broad enough to encompass 
certain liabilities of directors under the Securities Act of 1933.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     During the fiscal years ended May 31, 1993, 1994 and 1995, and the 
ten months ended March 31, 1996, the Company issued 20,750, 42,100, 12,000 and 
0 shares of Class A Common Stock, respectively, upon exercise of options held 
by 12 persons, including six directors and two former directors.  The 
aggregate consideration received by the Company on exercise of these options 
was approximately $328,959.  With regard to these transactions, the Company 
relied upon Section 4(2) or Rule 701 of the Rules and Regulations promulgated 
under the Securities Act as an exemption from the registration requirements 
of the Securities Act.

     From 1989 through May 31, 1996, the Company issued options (net of any 
forfeitures) to officers, employees and directors under its 1989 Incentive 
Stock Option Plan, its Stock Option Plan and its 1995 Incentive Stock Option 
Plan to purchase an aggregate of 885,715 shares of Common Stock.  

     Management believes that the issuances of securities pursuant to the 
foregoing transactions were exempt from registration under Securities Act of 
1933, as amended, by virtue of Section 4(2) thereof as transactions not 
involving public offerings, or Section 3(a) or 3(b), or as transactions not 
involving the sale of a security. 

ITEM 8.   EXHIBITS

     The following exhibits included herewith or incorporated herein by 
reference are made part of this Registration Statement:

      3.1 Restated Articles of Incorporation of the Company (filed with the
          Commission on August 8, 1994 as Exhibit 3.1 to the Company's Annual
          Report on Form 10-K for the year ended May 31, 1995 and incorporated
          herein by reference).

      4.1 Specimen Class A Common Stock certificate (filed with the Commission
          on October 13, 1994 as Exhibit 4.1 to Amendment No. 4 to the 
          Company's Registration Statement on Form S-1 (Reg. No. 33-74362) and
          incorporated herein by reference).

      5   Opinion of Troy & Gould Professional Corporation regarding the
          legality of the securities registered hereunder.

     23.1 Consent of Deloitte & Touche LLP.

     23.2 Consent of Price Waterhouse U.K.

     23.3 Consent of Troy & Gould Professional Corporation (contained in 
          Exhibit 5).

     24   Power of Attorney (contained in Part II).

ITEM 9.   UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (i)     To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                                        II-2
(ii)     To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
registration statement; and

          (iii)     To include any material information with respect to the 
plan of distribution not previously disclosed in the registration statement:

PROVIDED, HOWEVER, that paragraphs (1)(i) and (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 Exchange Act 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.

     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 Exchange Act (and each filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Exchange Act) 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.

     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 Commission such indemnification is against public policy as 
expressed in the Securities Act of 1933 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 registrant in the successful 
defense of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the securities being 
registered, the 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 indemnification by it is 
against public policy as expressed in the Securities Act of 1933 and will be 
governed by the final adjudication of such issue.

                                    II-3
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 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 Burbank, state of California, on May 
31, 1996.

                                   HASKEL INTERNATIONAL, INC.

                                   By:   /s/ Edward Malkowicz
                                      ----------------------------------
                                        Edward Malkowicz
                                        Chairman of the Board 

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Edward Malkowicz and Lonnie D. Schnell, and 
each of them, his true and lawful attorneys-in-fact and agents, with full 
power of substitution and resubstitution, for him and in his name, place, and 
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this registration statement and to file the 
same, with all exhibits thereto, and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to 
do and perform each and every act and thing requisite and necessary to be 
done in and about the premises, as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or any 
of them, or their or his substitute or 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 indicated.
SIGNATURE                     TITLE                               DATE
         ---------                     -----                               ----
/s/ EDWARD MALKOWICZ           Chairman of the Board                   May 31, 1996
- ---------------------------
Edward Malkowicz

 /s/ R. MALCOLM GREAVES         Chief Executive Officer and             May 31, 1996
- ---------------------------     Director
R. Malcolm Greaves

 /s/ LONNIE D. SCHNELL          Chief Financial Officer (Principal      May 31, 1996
- ---------------------------     Financial and Accounting Officer)
Lonnie D. Schnell

 /s/ MARVIN L. GOLDBERGER       Director                                May 31, 1996
- ---------------------------
Marvin L. Goldberger

 /s/ MARVIN GOODSON             Director                                May 31, 1996
- ---------------------------
Marvin Goodson

 /s/ STANLEY T. MEYERS          Director                                May 31, 1996
- ---------------------------
Stanley T. Meyers

 /s/ TERRENCE A. NOONAN         Director                                May 31, 1996
- ---------------------------
Terrence A. Noonan

 /s/ WILLIAM L. SLOVER          Director                                May 31, 1996
- ---------------------------
William L. Slover
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