As filed with the Securities and Exchange Commission on October 16,1997
                                                  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.)  
     
                         7300 Boone Avenue North
                      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
7300 Boone Avenue North                       4200 IDS Center
Minneapolis, Minnesota  55428                 80 South Eight Street
(612) 493-1900                                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        Aggregat    Amount of
                                                    e
to be             to be             Price           Offering    Registration
Registered        Registered        Per             Price(1)    Fee
                                    Share(1)
                                                                
Common Stock,     500,000           $7.75          $3,3875,000  $1,175
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 National Market on  October  14,
    1997
     
     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 June 1, 1997.
     
          (b)  The Quarterly Report of the Company on Form 10-Q for
               the period ended August 31, 1997.
     
          (c)  The Proxy Statement of the Company dated August 27,
               1997 for the Annual Meeting of Shareholders held
               September 29, 1997.
     
          (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.
     
     Item 7.  Exemption from Registration Claimed.
     
          Not applicable.
     
     Item 8.  Exhibits.
     
     Exhibit
     
       4.1     Ault Incorporated 1996 Stock Option Plan
     
       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 accountants
     
      24.1     Power of Attorney (set forth on the signature page hereof)
     
     
     Item 9.  Undertakings.
     
     (a)  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)  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, represents
          a fundamental change in the information set forth in the
          registration statement;
     
               (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;
     
          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the registration statement is on Form S-3 or Form
     S-8 and 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.
     
          (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial
     bona fide offering thereof.
     
          (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered which
     remain unsold at the termination of the offering.
     
     (b)  The undersigned registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act of
     1933, each filing of the registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Securities Exchange Act of
     1934 (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in the
     registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be
     the initial bona fide offering thereof.
     
     (h)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers,
     and controlling persons of the registrant pursuant to the
     foregoing provisions, or otherwise, the registrant has been
     advised that in the opinion of the Securities and Exchange
     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 connected 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 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 October 16, 1997.
     
                                   AULT INCORPORATED
     
     
                                   By /s/ Frederick M. Green
                                        Frederick M. Green
                                        President and Chief Executive
                                        Officer
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As filed with the Securities and Exchange Commission on October 16,1997
                                                  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.)  
     
                         7300 Boone Avenue North
                      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
7300 Boone Avenue North                       4200 IDS Center
Minneapolis, Minnesota  55428                 80 South Eight Street
(612) 493-1900                                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        Aggregat    Amount of
                                                    e
to be             to be             Price           Offering    Registration
Registered        Registered        Per             Price(1)    Fee
                                    Share(1)
                                                                
Common Stock,     500,000           $7.75          $3,3875,000  $1,175
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 National Market on  October  14,
    1997
     
     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 June 1, 1997.
     
          (b)  The Quarterly Report of the Company on Form 10-Q for
               the period ended August 31, 1997.
     
          (c)  The Proxy Statement of the Company dated August 27,
               1997 for the Annual Meeting of Shareholders held
               September 29, 1997.
     
          (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.
     
     Item 7.  Exemption from Registration Claimed.
     
          Not applicable.
     
     Item 8.  Exhibits.
     
     Exhibit
     
       4.1     Ault Incorporated 1996 Stock Option Plan
     
       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 accountants
     
      24.1     Power of Attorney (set forth on the signature page hereof)
     
     
     Item 9.  Undertakings.
     
     (a)  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)  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, represents
          a fundamental change in the information set forth in the
          registration statement;
     
               (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;
     
          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the registration statement is on Form S-3 or Form
     S-8 and 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.
     
          (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial
     bona fide offering thereof.
     
          (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered which
     remain unsold at the termination of the offering.
     
     (b)  The undersigned registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act of
     1933, each filing of the registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Securities Exchange Act of
     1934 (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in the
     registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be
     the initial bona fide offering thereof.
     
     (h)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers,
     and controlling persons of the registrant pursuant to the
     foregoing provisions, or otherwise, the registrant has been
     advised that in the opinion of the Securities and Exchange
     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 connected 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 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 October 16, 1997.
     
                                   AULT INCORPORATED
     
     
                                   By /s/ Frederick M. Green
                                        Frederick M. Green
                                        President and Chief Executive
                                        Officer