Doc# 1154348\2
As filed with the Securities and Exchange Commission on November 19, 1999
                                              Registration No. 333-_________



                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                       ____________________________

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

                            AULT INCORPORATED
          (Exact name of registrant as specified in its charter)

          Minnesota                                   41-0842932
     (State or other jurisdiction                  (I.R.S. Employer
     of incorporation or organization)             Identification No.)

                          7105 Northland Terrace
                      Minneapolis, Minnesota  55428
          (Address of principal executive offices and zip code)
                       ____________________________

                            AULT INCORPORATED
                          1996 STOCK OPTION PLAN
                         (Full title of the Plan)
                       ____________________________

     Frederick M. Green                           Copy to:
     President and Chief Executive Officer        Richard A. Primuth, Esq.
     Ault Incorporated                            Lindquist & Vennum
     7105 Northland Terrace                       4200 IDS Center
     Minneapolis, Minnesota  55428                80 South Eighth Street
     (612) 592-1910                               Minneapolis, Minnesota 55402
     (Name, address and telephone number          (612) 371-3211
     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(2) Per Share(1) Price(1)       Fee
     _________________________________________________________________
     Common Stock,   250,000      $6.125       $1,531,250     $425.69
     no par value
     _________________________________________________________________
     (1)  Estimated  solely  for  the  purpose  of  determining  the
          registration  fee pursuant to Rules 457(c)  and  457(h)(1)
          and  based  upon  the  last reported  sale  price  of  the
          Company's  Common Stock on the NASDAQ SmallCap  Market  on
          November 18, 1999.
     (2)  500,000 shares were registered on Form S-8 (File No. 333-38455) on
          October 16, 1997 and 250,000 shares are being registered herewith.


           INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                              BY REFERENCE

          A  Registration  Statement on Form S-8 (File No.  333-38455)
     was  filed with the Securities and Exchange Commission on October
     16,  1997  covering the registration of 500,000 shares  initially
     authorized for issuance under the Company's 1996 Stock  Incentive
     Plan  (the "Plan").  A filing fee of $1,175 was paid at the  time
     the  Registration  Statement  was  filed.   Pursuant  to  General
     Instruction  E  of  Form  S-8  and Rule  429,  this  Registration
     Statement is being filed to register an additional 250,000 shares
     authorized under the Plan.  An amendment to the Plan to  increase
     the  reserved and authorized number of shares under the  Plan  by
     250,000  was  authorized by the Company's Board of  Directors  on
     July  21,  1999 and such amendment was approved by the  Company's
     shareholders on September 30, 1999.  This Registration  Statement
     should also be considered a post-effective amendment to the prior
     Registration  Statement.  The contents of the prior  Registration
     Statement are incorporated herein by reference.

                                 PART I

          Pursuant  to the Note to Part I of Form S-8, the information
     required by Items 1 and 2 of Form S-8 is not filed as a  part  of
     this Registration Statement.


                                 PART II

     Item 3.  Incorporation of Documents by Reference.

          The  following  documents  filed  with  the  Securities  and
     Exchange Commission are hereby incorporated by reference herein:

          (a)  The  Annual Report of the Company on Form 10-K for  the
               fiscal year ended May 30, 1999.

          (b)  The  Quarterly Report of the Company on Form  10-Q  for
               the period ended August 29, 1999.

          (c)  The  Proxy  Statement of the Company dated  August  24,
               1999  for  the  Annual  Meeting  of  Shareholders  held
               September 30, 1999.

          (d)  The  description of the Company's Common Stock  as  set
               forth  under  "Description of  Common  Shares"  in  the
               Company's Registration Statement on Form S-1  as  filed
               with the Securities and Exchange Commission on July 18,
               1983   (Registration  No.  2-85224),    including   any
               amendment  or report filed for the purpose of  updating
               such description.

          All documents subsequently filed by the Company 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
     which  indicates that all securities offered have  been  sold  or
     which deregisters all securities then remaining unsold, shall  be
     deemed  to  be  incorporated by reference  in  this  Registration
     Statement and to be a part hereof from the date of filing of such
     documents.

     Item 4.  Description of Securities.

          Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

     Item 6.  Indemnification of Directors and Officers.

          Article  XI  of  the Registrant's Bylaws provides  that  the
     Registrant shall indemnify any person who at any time shall serve
     or  shall have served as a director, officer or employee  of  the
     Corporation, or of any other enterprise at the  request  of  the
     Corporation, and the heirs, executors and administrators of  such
     person in accordance with, and to the fullest extent permitted by
     the provisions of the  Minnesota  Business  Corporation  Act,
     Minnesota Statutes, Chapter 302A, as it may be amended from  time
     to time.

          Section  302A.521 of the Minnesota Business Corporation  Act
     provides  that a corporation shall indemnify any person  made  or
     threatened to be made a party to a proceeding by reason  of  acts
     or  omissions performed in their official capacity as an officer,
     director, employee or agent of the corporation against judgments,
     penalties,  fines,  including without  limitation,  excise  taxes
     assessed against such person with respect to an employee  benefit
     plan,  settlements, and reasonable expenses, including attorneys'
     fees  and  disbursements, incurred by such person  in  connection
     with the proceeding if, with respect to the acts or omissions  of
     such person complained of in the proceeding, such person (i)  has
     not  been indemnified by another organization or employee benefit
     plan  for  the  same expenses with respect to the  same  acts  or
     omissions;  (ii) acted in good faith; (iii) received no  improper
     personal   benefit  and  Minnesota  Statutes,  Section   302A.255
     (regarding  conflicts  of  interest),  if  applicable,  has  been
     satisfied;  (iv)  in  the case of a criminal proceeding,  has  no
     reasonable cause to believe the conduct was unlawful; and (v)  in
     the  case  of  acts  or omissions by persons  in  their  official
     capacity  for  the  corporation,  reasonably  believed  that  the
     conduct was in the best interests of the corporation, or  in  the
     case  of acts or omissions by persons in their capacity for other
     organization,  reasonably  believed  that  the  conduct  was  not
     opposed  to the best interests of the corporation.  In  addition,
     Section  302A.521,  subd. 3, of the Minnesota  Statutes  requires
     payment   or  reimbursement  by  the  corporation,  upon  written
     request,  of  reasonable  expenses  (including  attorneys'  fees)
     incurred  by  a person in advance of the final disposition  of  a
     proceeding  in  certain instances if a decision  as  to  required
     indemnification is made by a disinterested majority of the  Board
     of Directors present at a meeting at which a disinterested quorum
     is present, or by a designated committee of the Board, by special
     legal counsel, by the shareholders or by a court.

          Insofar as indemnification for liabilities arising under the
     Securities  Act may be permitted to our directors,  officers  and
     controlling  persons  pursuant to the  foregoing  provisions,  or
     otherwise, we have been advised that, in the opinion of the  SEC,
     such indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable.

     Item 7.  Exemption from Registration Claimed.

          Not applicable.

     Item 8.  Exhibits.

     Exhibit

       4.1     Ault  Incorporated  1996 Stock  Option  Plan, as amended

       5.1     Opinion of Lindquist & Vennum P.L.L.P.

      23.1     Consent of Lindquist & Vennum P.L.L.P. (included  in Exhibit 5.1)

      23.2     Consent  of  McGladrey  &  Pullen,  LLP,  independent auditors

      24.1     Power  of  Attorney (set forth on the  signature  page hereof)

    Item 9.  Undertakings.

     The Company hereby undertakes:

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

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

               (ii)  To reflect in the prospectus any facts or  events
          arising   after  the  effective  date  of  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. Notwithstanding the foregoing,  any
          increase or decrease in volume of securities offered (if the
          total  dollar value of securities offered would  not  exceed
          that which was registered) and any deviation from the low or
          high  end  of  the estimated maximum offering range  may  be
          reflected  in  the  form  of  prospectus  filed   with   the
          Commission pursuant to Rule 424(b) under the Securities  Act
          of  1933  if,  in the aggregate, the changes in  volume  and
          price  represent no more than a 20% change  in  the  maximum
          aggregate  offering price set forth in the  "Calculation  of
          Registration   Fee"  table  in  the  effective  registration
          statement; and

               (iii)      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 in the registration statement.

          (2)   That,  for determining liability under the  Securities
     Act, to treat each post-effective amendment as a new registration
     statement  of  the securities offered, and the  offering  of  the
     securities at that time to be the initial bona fide offering.

          (3)   To  file  a  post-effective amendment to  remove  from
     registration any of the securities that remain unsold at the  end
     of the offering.

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

     (h)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 (the "Act") may be permitted to directors,
     officers,  and  controlling persons of the small business  issuer
     pursuant  to  the foregoing provisions, or otherwise,  the  small
     business  issuer  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  small
     business  issuer  of  expenses incurred or paid  by  a  director,
     officer or controlling person of the small business issuer 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 small business  issuer
     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  Act  and will be governed by the final adjudication of  such
     issue.


                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of  Minneapolis, State of Minnesota, on  November  __,
1999.

                              AULT INCORPORATED


                              By /s/ Frederick M. Green
                                   Frederick M. Green
                                   President and Chief Executive
                                   Officer


                       POWER OF ATTORNEY

     The  undersigned officers and directors of Ault Incorporated
hereby  constitute and appoint Frederick M. Green and  Carlos  S.
Montague,  or either of them, with power to act one  without  the
other, our true and lawful attorney-in-fact and agent, with  full
power  of  substitution and resubstitution, for  us  and  in  our
stead,  in  any and all capacities to sign any and all amendments
(including   post-effective  amendments)  to  this   Registration
Statement  and all documents relating thereto, and  to  file  the
same,   with  all  exhibits  thereto,  and  other  documents   in
connection   therewith,   with  the   Securities   and   Exchange
Commission,  granting unto said attorney-in-fact and agent,  full
power  and  authority to do and perform each and  every  act  and
thing  necessary  or  advisable to  be  done  in  and  about  the
premises,  as fully to all intents and purposes as  he  might  or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may  lawfully  do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
as  amended, this registration statement has been signed below by
the  following  persons on November 19, 1999  in  the  capacities
indicated.

Signature                                        Title

/s/   Frederick   M.   Green            President, Chief Executive Officer
Frederick M. Green                      and Chairman of the Board
                                        (Principal Executive Officer)


/s/ James M. Duddleston                 Director
James M. Duddleston


/s/ Delbert W. Johnson                  Director
Delbert W. Johnson


/s/ John G. Kassakian                   Director
John G. Kassakian

/s/ David J. Larkin                     Director
David J. Larkin

/s/ Frank L. Sims                       Director
Frank L. Sims

/s/ Matthew A. Sutton                   Director
Matthew A. Sutton
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17096}]
{"company-data": {"conformed-name": "AULT INC", "cik": "0000723639", "assigned-sic": "3679", "irs-number": "410842932", "state-of-incorporation": "MN", "fiscal-year-end": "0530"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91389", "film-number": "99761720"}, "business-address": {"street1": "7105 NORTHLAND TERRACE", "city": "MINNEAPOLIS", "state": "MN", "zip": "55428-1028", "phone": "(612) 493-"}, "mail-address": {"street1": "7105 NORTHLAND TERRACE", "city": "MINNEAPOLIS", "state": "MN", "zip": "55428-1028"}}
Doc# 1154348\2
As filed with the Securities and Exchange Commission on November 19, 1999
                                              Registration No. 333-_________

                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                       ____________________________

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

                            AULT INCORPORATED
          (Exact name of registrant as specified in its charter)

          Minnesota                                   41-0842932
     (State or other jurisdiction                  (I.R.S. Employer
     of incorporation or organization)             Identification No.)

                          7105 Northland Terrace
                      Minneapolis, Minnesota  55428
          (Address of principal executive offices and zip code)
                       ____________________________

                            AULT INCORPORATED
                          1996 STOCK OPTION PLAN
                         (Full title of the Plan)
                       ____________________________

     Frederick M. Green                           Copy to:
     President and Chief Executive Officer        Richard A. Primuth, Esq.
     Ault Incorporated                            Lindquist & Vennum
     7105 Northland Terrace                       4200 IDS Center
     Minneapolis, Minnesota  55428                80 South Eighth Street
     (612) 592-1910                               Minneapolis, Minnesota 55402
     (Name, address and telephone number          (612) 371-3211
     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(2) Per Share(1) Price(1)       Fee
     _________________________________________________________________
     Common Stock,   250,000      $6.125       $1,531,250     $425.69
     no par value
     _________________________________________________________________
     (1)  Estimated  solely  for  the  purpose  of  determining  the
          registration  fee pursuant to Rules 457(c)  and  457(h)(1)
          and  based  upon  the  last reported  sale  price  of  the
          Company's  Common Stock on the NASDAQ SmallCap  Market  on
          November 18, 1999.
     (2)  500,000 shares were registered on Form S-8 (File No. 333-38455) on
          October 16, 1997 and 250,000 shares are being registered herewith.

           INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                              BY REFERENCE

          A  Registration  Statement on Form S-8 (File No.  333-38455)
     was  filed with the Securities and Exchange Commission on October
     16,  1997  covering the registration of 500,000 shares  initially
     authorized for issuance under the Company's 1996 Stock  Incentive
     Plan  (the "Plan").  A filing fee of $1,175 was paid at the  time
     the  Registration  Statement  was  filed.   Pursuant  to  General
     Instruction  E  of  Form  S-8  and Rule  429,  this  Registration
     Statement is being filed to register an additional 250,000 shares
     authorized under the Plan.  An amendment to the Plan to  increase
     the  reserved and authorized number of shares under the  Plan  by
     250,000  was  authorized by the Company's Board of  Directors  on
     July  21,  1999 and such amendment was approved by the  Company's
     shareholders on September 30, 1999.  This Registration  Statement
     should also be considered a post-effective amendment to the prior
     Registration  Statement.  The contents of the prior  Registration
     Statement are incorporated herein by reference.

                                 PART I

          Pursuant  to the Note to Part I of Form S-8, the information
     required by Items 1 and 2 of Form S-8 is not filed as a  part  of
     this Registration Statement.

                                 PART II

     Item 3.  Incorporation of Documents by Reference.

          The  following  documents  filed  with  the  Securities  and
     Exchange Commission are hereby incorporated by reference herein:

          (a)  The  Annual Report of the Company on Form 10-K for  the
               fiscal year ended May 30, 1999.

          (b)  The  Quarterly Report of the Company on Form  10-Q  for
               the period ended August 29, 1999.

          (c)  The  Proxy  Statement of the Company dated  August  24,
               1999  for  the  Annual  Meeting  of  Shareholders  held
               September 30, 1999.

          (d)  The  description of the Company's Common Stock  as  set
               forth  under  "Description of  Common  Shares"  in  the
               Company's Registration Statement on Form S-1  as  filed
               with the Securities and Exchange Commission on July 18,
               1983   (Registration  No.  2-85224),    including   any
               amendment  or report filed for the purpose of  updating
               such description.

          All documents subsequently filed by the Company 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
     which  indicates that all securities offered have  been  sold  or
     which deregisters all securities then remaining unsold, shall  be
     deemed  to  be  incorporated by reference  in  this  Registration
     Statement and to be a part hereof from the date of filing of such
     documents.

     Item 4.  Description of Securities.

          Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

     Item 6.  Indemnification of Directors and Officers.

          Article  XI  of  the Registrant's Bylaws provides  that  the
     Registrant shall indemnify any person who at any time shall serve
     or  shall have served as a director, officer or employee  of  the
     Corporation, or of any other enterprise at the  request  of  the
     Corporation, and the heirs, executors and administrators of  such
     person in accordance with, and to the fullest extent permitted by
     the provisions of the  Minnesota  Business  Corporation  Act,
     Minnesota Statutes, Chapter 302A, as it may be amended from  time
     to time.

          Section  302A.521 of the Minnesota Business Corporation  Act
     provides  that a corporation shall indemnify any person  made  or
     threatened to be made a party to a proceeding by reason  of  acts
     or  omissions performed in their official capacity as an officer,
     director, employee or agent of the corporation against judgments,
     penalties,  fines,  including without  limitation,  excise  taxes
     assessed against such person with respect to an employee  benefit
     plan,  settlements, and reasonable expenses, including attorneys'
     fees  and  disbursements, incurred by such person  in  connection
     with the proceeding if, with respect to the acts or omissions  of
     such person complained of in the proceeding, such person (i)  has
     not  been indemnified by another organization or employee benefit
     plan  for  the  same expenses with respect to the  same  acts  or
     omissions;  (ii) acted in good faith; (iii) received no  improper
     personal   benefit  and  Minnesota  Statutes,  Section   302A.255
     (regarding  conflicts  of  interest),  if  applicable,  has  been
     satisfied;  (iv)  in  the case of a criminal proceeding,  has  no
     reasonable cause to believe the conduct was unlawful; and (v)  in
     the  case  of  acts  or omissions by persons  in  their  official
     capacity  for  the  corporation,  reasonably  believed  that  the
     conduct was in the best interests of the corporation, or  in  the
     case  of acts or omissions by persons in their capacity for other
     organization,  reasonably  believed  that  the  conduct  was  not
     opposed  to the best interests of the corporation.  In  addition,
     Section  302A.521,  subd. 3, of the Minnesota  Statutes  requires
     payment   or  reimbursement  by  the  corporation,  upon  written
     request,  of  reasonable  expenses  (including  attorneys'  fees)
     incurred  by  a person in advance of the final disposition  of  a
     proceeding  in  certain instances if a decision  as  to  required
     indemnification is made by a disinterested majority of the  Board
     of Directors present at a meeting at which a disinterested quorum
     is present, or by a designated committee of the Board, by special
     legal counsel, by the shareholders or by a court.

          Insofar as indemnification for liabilities arising under the
     Securities  Act may be permitted to our directors,  officers  and
     controlling  persons  pursuant to the  foregoing  provisions,  or
     otherwise, we have been advised that, in the opinion of the  SEC,
     such indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable.

     Item 7.  Exemption from Registration Claimed.

          Not applicable.

     Item 8.  Exhibits.

     Exhibit

       4.1     Ault  Incorporated  1996 Stock  Option  Plan, as amended

       5.1     Opinion of Lindquist & Vennum P.L.L.P.

      23.1     Consent of Lindquist & Vennum P.L.L.P. (included  in Exhibit 5.1)

      23.2     Consent  of  McGladrey  &  Pullen,  LLP,  independent auditors

      24.1     Power  of  Attorney (set forth on the  signature  page hereof)

    Item 9.  Undertakings.

     The Company hereby undertakes:

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

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

               (ii)  To reflect in the prospectus any facts or  events
          arising   after  the  effective  date  of  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. Notwithstanding the foregoing,  any
          increase or decrease in volume of securities offered (if the
          total  dollar value of securities offered would  not  exceed
          that which was registered) and any deviation from the low or
          high  end  of  the estimated maximum offering range  may  be
          reflected  in  the  form  of  prospectus  filed   with   the
          Commission pursuant to Rule 424(b) under the Securities  Act
          of  1933  if,  in the aggregate, the changes in  volume  and
          price  represent no more than a 20% change  in  the  maximum
          aggregate  offering price set forth in the  "Calculation  of
          Registration   Fee"  table  in  the  effective  registration
          statement; and

               (iii)      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 in the registration statement.

          (2)   That,  for determining liability under the  Securities
     Act, to treat each post-effective amendment as a new registration
     statement  of  the securities offered, and the  offering  of  the
     securities at that time to be the initial bona fide offering.

          (3)   To  file  a  post-effective amendment to  remove  from
     registration any of the securities that remain unsold at the  end
     of the offering.

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

     (h)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 (the "Act") may be permitted to directors,
     officers,  and  controlling persons of the small business  issuer
     pursuant  to  the foregoing provisions, or otherwise,  the  small
     business  issuer  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  small
     business  issuer  of  expenses incurred or paid  by  a  director,
     officer or controlling person of the small business issuer 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 small business  issuer
     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  Act  and will be governed by the final adjudication of  such
     issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of  Minneapolis, State of Minnesota, on  November  __,
1999.

                              AULT INCORPORATED

                              By /s/ Frederick M. Green
                                   Frederick M. Green
                                   President and Chief Executive
                                   Officer

                       POWER OF ATTORNEY

     The  undersigned officers and directors of Ault Incorporated
hereby  constitute and appoint Frederick M. Green and  Carlos  S.
Montague,  or either of them, with power to act one  without  the
other, our true and lawful attorney-in-fact and agent, with  full
power  of  substitution and resubstitution, for  us  and  in  our
stead,  in  any and all capacities to sign any and all amendments
(including   post-effective  amendments)  to  this   Registration
Statement  and all documents relating thereto, and  to  file  the
same,   with  all  exhibits  thereto,  and  other  documents   in
connection   therewith,   with  the   Securities   and   Exchange
Commission,  granting unto said attorney-in-fact and agent,  full
power  and  authority to do and perform each and  every  act  and
thing  necessary  or  advisable to  be  done  in  and  about  the
premises,  as fully to all intents and purposes as  he  might  or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may  lawfully  do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
as  amended, this registration statement has been signed below by
the  following  persons on November 19, 1999  in  the  capacities
indicated.

Signature                                        Title

/s/   Frederick   M.   Green            President, Chief Executive Officer
Frederick M. Green                      and Chairman of the Board
                                        (Principal Executive Officer)

/s/ James M. Duddleston                 Director
James M. Duddleston

/s/ Delbert W. Johnson                  Director
Delbert W. Johnson

/s/ John G. Kassakian                   Director
John G. Kassakian

/s/ David J. Larkin                     Director
David J. Larkin

/s/ Frank L. Sims                       Director
Frank L. Sims

/s/ Matthew A. Sutton                   Director
Matthew A. Sutton