<PAGE>




                                                 Registration No. 33- ____

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

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

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

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

                             CONSOLIDATED PRODUCTS, INC.
                (Exact name of registrant as specified in its charter)

        INDIANA                                            37-0684070
   (State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                  500 Century Building, 36 South Pennsylvania Street
                             Indianapolis, Indiana 46204
                       (Address of principal executive offices)

             CONSOLIDATED PRODUCTS, INC. 1997 EMPLOYEE STOCK OPTION PLAN
                               (Full title of the Plan)

                  James W. Bear, Senior Vice President and Treasurer
                             CONSOLIDATED PRODUCTS, INC.
                  500 Century Building, 36 South Pennsylvania Street
                             Indianapolis, Indiana 46204
                       (Name and address of agent for service)

                                    (317) 633-4100
                       (Telephone number of agent for service)
-------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
                                  Proposed       Proposed       
 Title Of                          Maximum        Maximum
Securities            Amount      Offering       Aggregate        Amount Of
  To Be               To Be         Price         Offering       Registration
Registered          Registered    Per Share*       Price   *         Fee   *
----------          ----------   -----------    -----------      -------------
Common Stock,        550,000      $17.2188       $9,470,340        $2,869.51
$.50 stated value        
-------------------------------------------------------------------------------
 * Determined pursuant to Rule 457(c) and (h) based upon the average of
   the high and low sale price of the Common Stock on August 8, 1997.

The Index to Exhibits is located on page 8            Total number of pages 14 


                                         -1-

<PAGE>

                                CROSS-REFERENCE SHEET

                     Between Items in Form S-8 and the Prospectus
                       Pursuant to Regulation S-K, Item 501(b)

Item Number                                        Prospectus Captions
-----------                                        -------------------
1(a).    General Plan Information................General Information; Purpose;
                                                 Administration of the Plan;
                                                 Termination of the Plan;
                                                 Modification of the Plan;
                                                 Adjustment of Shares
1(b).    Securities to be
         Offered.................................General Information

1(c).    Employees Who May Participate
         in the Plan.............................Eligibility, Limits on Options
                                                 Granted

1(d).    Purchase of Securities Pursuant
         to Plan and Payment for Securities
         Offered.................................Eligibility, Limits on Options
                                                 Granted; Option Term;
                                                 Exercise of Options

1(e).    Resale
         Restrictions............................Restrictions on the Sale of
                                                 Stock Purchased Pursuant to
                                                 the Plan

1(f).    Tax Effects of Plan Participation.......Federal Income Tax
                                                 Consequences

1(g).    Investment of Funds.....................Not applicable

1(h).    Withdrawal from the Plan;
         Assignment of Interest..................Termination of Employment;
                                                 Nontransferability of Options

1(i).    Forfeitures and Penalties...............Option Term; Termination of
                                                 Employment; Lapsing of
                                                 Options

1(j).    Charges and Deductions and
         Liens Therefor..........................Not Applicable

2.       Registrant Information and
         Employee Plan Annual Information........General Information;
                                                 Information Incorporated by
                                                 Reference

                                         -2-

<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents are incorporated by reference in the registration
statement:

    (a)  The registrant's latest annual report on Form 10-K;

    (b)  All other reports filed by the registrant pursuant to 
         Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 
         since the end of the fiscal year covered by the annual report 
         referred to in (a) above; and

    (c)  The description of the registrant's Common Stock 
         contained in the registrant's registration statement filed under 
         section 12 of the Securities Act of 1933, on May 21, 1997, 
         including any amendments or reports filed for the purpose of 
         updating such description.

    All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
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 registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which is to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.


ITEM 4. DESCRIPTION OF SECURITIES.

     Not Applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Indiana Business Corporation Law ("BCL"), the provisions of which
govern the registrant, empowers an Indiana corporation to indemnify present and
former directors, officers, employees or agents or any person who may have
served at the request of the corporation as a director, officer, employee or
agent of another corporation ("Eligible Persons") against liability incurred in
any proceeding, civil or criminal, in which the 


                                       -3-

<PAGE>

Eligible Person is made a party by reason of being or having been in any such
capacity, or arising out of his status as such, if the individual acted in good
faith and reasonably believed that (a) the individual was acting in the best
interests of the corporation, (b) if the challenged action was taken other than
in the individual's official capacity as an officer, director, employee or
agent, the individual's conduct was at least not opposed to the corporation's
best interests, or (c) if in a criminal proceeding, either the individual had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful.

    The BCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim including counsel fees, and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he or she is wholly successful in any such
proceeding, on the merits or otherwise.  Under certain circumstances, a
corporation may pay or reimburse an Eligible Person for reasonable expenses
prior to final disposition of the matter.  Unless a corporation's articles of
incorporation otherwise provide, an Eligible Person may apply for
indemnification to a court which may order indemnification upon a determination
that the Eligible Person is entitled to mandatory indemnification for reasonable
expenses or that the Eligible Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances without regard to
whether his or her actions satisfied the appropriate standard of conduct.

    Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the BCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because an Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought.  If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board of Directors or by a committee, or by the shareholders of
the corporation.

    In addition to the foregoing, the BCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of
incorporation, bylaws, resolution or other authorization adopted, after notice
by a majority vote of all the voting shares then issued and outstanding.  The
BCL also empowers an Indiana corporation to purchase and maintain insurance on
behalf of any Eligible Person against any liability asserted against or incurred
by him or her in any capacity as such, or arising out of his or her status as
such, whether or not the corporation would have had the power to indemnify him
or her against such liability.

    The Amended Articles of Incorporation and the Bylaws of the registrant
contain provisions pursuant to which the officers and directors of the
registrant are entitled to indemnification as a matter of right against expenses
and liabilities incurred by them by reason of their having acted in such
capacities if such person has been wholly successful in the defense of such
claims or acted in good faith in what he reasonably believed to be in or not
opposed to the best interests of the registrant.  Such rights are in addition to
any other rights of indemnification to which such persons may be entitled by
contract or as a matter of law.


                                        -4-


<PAGE>

    The registrant maintains directors' and officers' liability insurance, the
effect of which is to indemnify the directors and officers of the corporation
and its subsidiaries against certain losses caused by errors, misleading
statements, wrongful acts, omissions, neglect or breach of duty by them of any
matter claimed against them in their capacities as directors or officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

    The exhibits to the registration statement are listed in the Exhibit Index
on Page 8, herein.

ITEM 9. UNDERTAKINGS.

    The undersigned registrant hereby undertakes:

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

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

              (2)  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;

              (3)  To include any material information with respect to the plan
                   of distribution not previously disclosed in the registration
                   statement or any material change to such information set
                   forth in the registration statement;

                   Provided, however, that paragraphs (a)(l) and (a)(2) shall
                   not apply if the information required to be included in a
                   post-effective amendment by those paragraphs is contained in
                   periodic reports filed by the registrant pursuant to section
                   13 or section 15(d) of the Securities Exchange Act of 1934
                   that are incorporated by reference in the registration
                   statement.

         (b)       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.

                                       -5-

<PAGE>

         (c)       To remove from registration by means of a post-effective
                   amendment any of the securities from being registered which
                   remain unsold at the termination of the offering.

         (d)       That, for purposes of determining any liability under the
                   Securities Act of 1933, each filing of the registrant's
                   annual report pursuant to Section 13(a) or Section 15(d) of
                   the Securities Exchange Act of 1934 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.

         (e)       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 provisions described in Item 6 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 Act and is,
                   therefore, unenforceable.  In the event that a claim for
                   indemnification against such liabilities (other than the
                   payment by the registrant of expenses incurred or paid by a
                   director, officer or controlling  person of the 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 of whether
                   such indemnification by it is against public policy as
                   expressed in the Act and will be governed by the final
                   adjudication of such issue.



                                         -6-


<PAGE>

                               SIGNATURES      

Pursuant to the requirements of the Securities Act of 1933, 
the registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing on 
Form S-8 and has duly caused this registration statement to 
be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Indianapolis, State of Indiana, on 
August 14, 1997.

                                            CONSOLIDATED PRODUCTS, INC.

                                            By: /s/ Alan B. Gilman
                                               ------------------
                                                President

                              POWER OF ATTORNEY

    Each person whose signature appears below irrevocably constitutes E. W. 
Kelley, James W. Bear and Mary H. Mueller, and each of them (with full power 
to act alone), as his or her true and lawful attorneys-in-fact and agents 
with full power of substitution and resubstitution, for him or her and in his 
or her name, place and stead, in any and all capacities, to sign any and all 
amendments 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 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 fully 
to all intents and purposes as he or she might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or their 
substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, registration
statement has been signed by the following persons in the capacities indicated,
on August 14, 1997.


/s/ E. W. Kelley                  Chairman and Director
------------------------

/s/ Alan B. Gilman                Chief Executive Officer, 
------------------------          President and Director

/s/ James W. Bear                 Senior Vice President and Treasurer
------------------------          (Principal Financial Officer and Principal
                                  Accounting Officer)

/s/ Gregory G. Fehr               Vice President and Controller
------------------------

/s/ S. Sue Aramian                Vice Chairwoman and Director
------------------------

/s/ Alva T. Bonda                 Director
------------------------

/s/ Neal Gilliatt                 Director
------------------------

/s/ Charles E. Lanham             Director
------------------------

/s/ J. Fred Risk                  Director
------------------------

/s/ John W. Ryan                  Director
------------------------

/s/ James Williamson, Jr.         Director
------------------------

                                          -7-

<PAGE>

                             CONSOLIDATED PRODUCTS, INC.
                                       FORM S-8
                                    EXHIBIT INDEX

Exhibit Number
  Assigned In                                                    Page Number
Regulation S-K                                                  In Sequential
   Item 601                  Description of Exhibit            Numbering System
---------------              ----------------------            ----------------
    (4)  4.01                Specimen Certificate
                             representing Common Stock of
                             Consolidated Products, Inc.
                             (Incorporated by reference to 
                             Exhibit 4.01 to the 
                             registrant's Quarterly Report on
                             Form 10-Q for the fiscal quarter
                             ended April 9, 1997).
    
         4.02                Form of Stock Option Agreement           9

    (5)  5.01                Opinion of Ice Miller Donadio &         12
                             Ryan

    (15)                     No Exhibit.
    
    (23)  23.01              Consent of Ice Miller Donadio &
                             Ryan. (Included as a part of
                             Exhibit 5.01.)

          23.02              Consent of Ernst & Young LLP            14

    (24)  24.01              Power of Attorney (See Signature
                             Page.)

    (27)                     No Exhibit.

    (99)                     No Exhibit.


                                  -8-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21350}]
{"company-data": {"conformed-name": "CONSOLIDATED PRODUCTS INC /IN/", "cik": "0000093859", "assigned-sic": "5812", "irs-number": "370684070", "state-of-incorporation": "IN", "fiscal-year-end": "0927"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33667", "film-number": "97663946"}, "business-address": {"street1": "500 CENTURY BLDG", "street2": "36 S PENNSYLVANIA ST", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204", "phone": "3176334100"}, "mail-address": {"street1": "500 CENTURY BUILDING", "street2": "36 SOUTH PENNSYLVANIA STREET", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204"}, "former-company": {"former-conformed-name": "STEAK N SHAKE INC", "date-changed": "19840529"}}
Registration No. 33- ____

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

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

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

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

                             CONSOLIDATED PRODUCTS, INC.
                (Exact name of registrant as specified in its charter)

        INDIANA                                            37-0684070
   (State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                  500 Century Building, 36 South Pennsylvania Street
                             Indianapolis, Indiana 46204
                       (Address of principal executive offices)

             CONSOLIDATED PRODUCTS, INC. 1997 EMPLOYEE STOCK OPTION PLAN
                               (Full title of the Plan)

                  James W. Bear, Senior Vice President and Treasurer
                             CONSOLIDATED PRODUCTS, INC.
                  500 Century Building, 36 South Pennsylvania Street
                             Indianapolis, Indiana 46204
                       (Name and address of agent for service)

                                    (317) 633-4100
                       (Telephone number of agent for service)
-------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
                                  Proposed       Proposed       
 Title Of                          Maximum        Maximum
Securities            Amount      Offering       Aggregate        Amount Of
  To Be               To Be         Price         Offering       Registration
Registered          Registered    Per Share*       Price   *         Fee   *
----------          ----------   -----------    -----------      -------------
Common Stock,        550,000      $17.2188       $9,470,340        $2,869.51
$.50 stated value        
-------------------------------------------------------------------------------
 * Determined pursuant to Rule 457(c) and (h) based upon the average of
   the high and low sale price of the Common Stock on August 8, 1997.

The Index to Exhibits is located on page 8            Total number of pages 14 

                                         -1-
CROSS-REFERENCE SHEET

                     Between Items in Form S-8 and the Prospectus
                       Pursuant to Regulation S-K, Item 501(b)

Item Number                                        Prospectus Captions
-----------                                        -------------------
1(a).    General Plan Information................General Information; Purpose;
                                                 Administration of the Plan;
                                                 Termination of the Plan;
                                                 Modification of the Plan;
                                                 Adjustment of Shares
1(b).    Securities to be
         Offered.................................General Information

1(c).    Employees Who May Participate
         in the Plan.............................Eligibility, Limits on Options
                                                 Granted

1(d).    Purchase of Securities Pursuant
         to Plan and Payment for Securities
         Offered.................................Eligibility, Limits on Options
                                                 Granted; Option Term;
                                                 Exercise of Options

1(e).    Resale
         Restrictions............................Restrictions on the Sale of
                                                 Stock Purchased Pursuant to
                                                 the Plan

1(f).    Tax Effects of Plan Participation.......Federal Income Tax
                                                 Consequences

1(g).    Investment of Funds.....................Not applicable

1(h).    Withdrawal from the Plan;
         Assignment of Interest..................Termination of Employment;
                                                 Nontransferability of Options

1(i).    Forfeitures and Penalties...............Option Term; Termination of
                                                 Employment; Lapsing of
                                                 Options

1(j).    Charges and Deductions and
         Liens Therefor..........................Not Applicable

2.       Registrant Information and
         Employee Plan Annual Information........General Information;
                                                 Information Incorporated by
                                                 Reference

                                         -2-
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents are incorporated by reference in the registration
statement:

    (a)  The registrant's latest annual report on Form 10-K;

    (b)  All other reports filed by the registrant pursuant to 
         Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 
         since the end of the fiscal year covered by the annual report 
         referred to in (a) above; and

    (c)  The description of the registrant's Common Stock 
         contained in the registrant's registration statement filed under 
         section 12 of the Securities Act of 1933, on May 21, 1997, 
         including any amendments or reports filed for the purpose of 
         updating such description.

    All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
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 registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which is to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Indiana Business Corporation Law ("BCL"), the provisions of which
govern the registrant, empowers an Indiana corporation to indemnify present and
former directors, officers, employees or agents or any person who may have
served at the request of the corporation as a director, officer, employee or
agent of another corporation ("Eligible Persons") against liability incurred in
any proceeding, civil or criminal, in which the 

                                       -3-
Eligible Person is made a party by reason of being or having been in any such
capacity, or arising out of his status as such, if the individual acted in good
faith and reasonably believed that (a) the individual was acting in the best
interests of the corporation, (b) if the challenged action was taken other than
in the individual's official capacity as an officer, director, employee or
agent, the individual's conduct was at least not opposed to the corporation's
best interests, or (c) if in a criminal proceeding, either the individual had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful.

    The BCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim including counsel fees, and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he or she is wholly successful in any such
proceeding, on the merits or otherwise.  Under certain circumstances, a
corporation may pay or reimburse an Eligible Person for reasonable expenses
prior to final disposition of the matter.  Unless a corporation's articles of
incorporation otherwise provide, an Eligible Person may apply for
indemnification to a court which may order indemnification upon a determination
that the Eligible Person is entitled to mandatory indemnification for reasonable
expenses or that the Eligible Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances without regard to
whether his or her actions satisfied the appropriate standard of conduct.

    Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the BCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because an Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought.  If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board of Directors or by a committee, or by the shareholders of
the corporation.

    In addition to the foregoing, the BCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of
incorporation, bylaws, resolution or other authorization adopted, after notice
by a majority vote of all the voting shares then issued and outstanding.  The
BCL also empowers an Indiana corporation to purchase and maintain insurance on
behalf of any Eligible Person against any liability asserted against or incurred
by him or her in any capacity as such, or arising out of his or her status as
such, whether or not the corporation would have had the power to indemnify him
or her against such liability.

    The Amended Articles of Incorporation and the Bylaws of the registrant
contain provisions pursuant to which the officers and directors of the
registrant are entitled to indemnification as a matter of right against expenses
and liabilities incurred by them by reason of their having acted in such
capacities if such person has been wholly successful in the defense of such
claims or acted in good faith in what he reasonably believed to be in or not
opposed to the best interests of the registrant.  Such rights are in addition to
any other rights of indemnification to which such persons may be entitled by
contract or as a matter of law.

                                        -4-
The registrant maintains directors' and officers' liability insurance, the
effect of which is to indemnify the directors and officers of the corporation
and its subsidiaries against certain losses caused by errors, misleading
statements, wrongful acts, omissions, neglect or breach of duty by them of any
matter claimed against them in their capacities as directors or officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

    The exhibits to the registration statement are listed in the Exhibit Index
on Page 8, herein.

ITEM 9. UNDERTAKINGS.

    The undersigned registrant hereby undertakes:

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

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

              (2)  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;

              (3)  To include any material information with respect to the plan
                   of distribution not previously disclosed in the registration
                   statement or any material change to such information set
                   forth in the registration statement;

                   Provided, however, that paragraphs (a)(l) and (a)(2) shall
                   not apply if the information required to be included in a
                   post-effective amendment by those paragraphs is contained in
                   periodic reports filed by the registrant pursuant to section
                   13 or section 15(d) of the Securities Exchange Act of 1934
                   that are incorporated by reference in the registration
                   statement.

         (b)       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.

                                       -5-
(c)       To remove from registration by means of a post-effective
                   amendment any of the securities from being registered which
                   remain unsold at the termination of the offering.

         (d)       That, for purposes of determining any liability under the
                   Securities Act of 1933, each filing of the registrant's
                   annual report pursuant to Section 13(a) or Section 15(d) of
                   the Securities Exchange Act of 1934 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.

         (e)       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 provisions described in Item 6 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 Act and is,
                   therefore, unenforceable.  In the event that a claim for
                   indemnification against such liabilities (other than the
                   payment by the registrant of expenses incurred or paid by a
                   director, officer or controlling  person of the 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 of whether
                   such indemnification by it is against public policy as
                   expressed in the Act and will be governed by the final
                   adjudication of such issue.

                                         -6-
SIGNATURES      

Pursuant to the requirements of the Securities Act of 1933, 
the registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing on 
Form S-8 and has duly caused this registration statement to 
be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Indianapolis, State of Indiana, on 
August 14, 1997.

                                            CONSOLIDATED PRODUCTS, INC.

                                            By: /s/ Alan B. Gilman
                                               ------------------
                                                President

                              POWER OF ATTORNEY

    Each person whose signature appears below irrevocably constitutes E. W. 
Kelley, James W. Bear and Mary H. Mueller, and each of them (with full power 
to act alone), as his or her true and lawful attorneys-in-fact and agents 
with full power of substitution and resubstitution, for him or her and in his 
or her name, place and stead, in any and all capacities, to sign any and all 
amendments 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 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 fully 
to all intents and purposes as he or she might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or their 
substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, registration
statement has been signed by the following persons in the capacities indicated,
on August 14, 1997.

/s/ E. W. Kelley                  Chairman and Director
------------------------

/s/ Alan B. Gilman                Chief Executive Officer, 
------------------------          President and Director

/s/ James W. Bear                 Senior Vice President and Treasurer
------------------------          (Principal Financial Officer and Principal
                                  Accounting Officer)

/s/ Gregory G. Fehr               Vice President and Controller
------------------------

/s/ S. Sue Aramian                Vice Chairwoman and Director
------------------------

/s/ Alva T. Bonda                 Director
------------------------

/s/ Neal Gilliatt                 Director
------------------------

/s/ Charles E. Lanham             Director
------------------------

/s/ J. Fred Risk                  Director
------------------------

/s/ John W. Ryan                  Director
------------------------

/s/ James Williamson, Jr.         Director
------------------------

                                          -7-
CONSOLIDATED PRODUCTS, INC.
                                       FORM S-8
                                    EXHIBIT INDEX

Exhibit Number
  Assigned In                                                    Page Number
Regulation S-K                                                  In Sequential
   Item 601                  Description of Exhibit            Numbering System
---------------              ----------------------            ----------------
    (4)  4.01                Specimen Certificate
                             representing Common Stock of
                             Consolidated Products, Inc.
                             (Incorporated by reference to 
                             Exhibit 4.01 to the 
                             registrant's Quarterly Report on
                             Form 10-Q for the fiscal quarter
                             ended April 9, 1997).
    
         4.02                Form of Stock Option Agreement           9

    (5)  5.01                Opinion of Ice Miller Donadio &         12
                             Ryan

    (15)                     No Exhibit.
    
    (23)  23.01              Consent of Ice Miller Donadio &
                             Ryan. (Included as a part of
                             Exhibit 5.01.)

          23.02              Consent of Ernst & Young LLP            14

    (24)  24.01              Power of Attorney (See Signature
                             Page.)

    (27)                     No Exhibit.

    (99)                     No Exhibit.

                                  -8-