SECURITIES AND EXCHANGE COMMISSION
                      Wasington, 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
         Sate or other jurisdiction    (I.R.S. Employer
          of incorporation or      Identification No.)
                          organization
                                
                     7300 Boone Avenue North
                Minneapolis, Minnesota 55428-1028
      (Address of Principal Executive Offices and zip code)
                                
                                
                        AULT INCORPORATED
            1996 EMPLOYEE STOCK PURCHASE SAVINGS PLAN
                    (Full title of the Plan)
                                
                       Carlos S. Montague
                     7300 Boone Avenue North
                  Minneapolis, MN   55428-1028
                         (612) 493-1900
                  (Name, address, including zip
                    code and telephone number
                      of agent for service)
                                
                            Copy to:
                                
                       Richard A. Primuth
                   Lindquist & Vennum P.L.L.P.
                         4200 IDS Center
                     Minneapolis, MN   55402
                         (612) 371-3211
                                
                      Total Pages - - - 19
                 Exhibits Index on Page - - - 4


                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>                               Proposed       Proposed         
 Title of       Amount      Maximum     Maximum        Amount of
Securities      to be       Offering    Aggregate      Registration
   to be      Registered   Price Per     Offering          Fee
Registered                   Share        Price
<S>            <C>         <C>         <C>               <C>
                                             
  Common       100,000     $10.00(1)   $1,000,000(1)     $344.83
 Stock, no      shares                      
 par value
<FN>
(1)  Estimated solely for the purpose of determining the
     registration fee pursuant to Rule 457(c) and (h) and based
     upon the average of the high and low transaction prices of
     the Company's Common Stock on the Nasdaq Small Cap Market on
     May 20, 1996.
</TABLE>
PART I

     Pursuant to Part 1 of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as 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:

  a)   The Annual Report of the Company on Form 10-K for the fiscal
     period ended May 28, 1995.
  
  b)   The Quarterly Reports of the Company on Form 10-Q for the
     quarters ended August 27, 1995, November 26, 1995 and February
     25, 1996.
  
  c)   The Definitive Proxy Statement dated August 25, 1995 for the
     Meeting of Shareholders held on September 26, 1995.
  
  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 completion or termination of this
offering of shares of Common Stock 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 interest 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 by the Board, by special
legal counsel, by the shareholders or by a court.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.
<TABLE>
<CAPTION>
     Exhibits   Title of Document                       Page
     <S>        <C>                                      <C>

     4.1        1996 Employee Stock Purchase Savings       8
                Plan
     5.1        Opinion of Lindquist & Vennum P.L.L.P.    18
     23.1       Consent of Lindquist & Vennum P.L.L.P.    
                included in Exhibit 5.1)
     23.2       Consent of McGladrey & Pullen, L.L.P.     19
     24.1       Power of Attorney (included on signature   6
                page)
</TABLE>
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 aggregate, represents a fundamental change in 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 any 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 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, the City of
Minneapolis and the State of Minnesota on the 23rd day of May,
1996.

                         AULT INCORPORATED


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


                        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 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 by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
     Signature                Title                   Date
<S>                 <C>                         <C>
/s/Frederick M.     President,                  April 30, 1996
Green               Chief Executive Officer
Frederick M. Green  and Chairman of the Board
                    (Principal Executive
                    Officer)
                    
/s/ Carlos S.       Vice President,             April 30, 1996
Montague            Chief Financial Officer
Carlos S. Montague  and Controller (Principal
                    Financial Officer and
                    Principal Accounting
                    Officer)
                    
/s/James M.         Director                    May 2, 1996
Duddleston
James M. Duddleston

/s/Delbert W.       Director                    May 1, 1996
Johnson
Delbert W. Johnson

/s/John G.          Director                    May 2, 1996
Kassakian
John G. Kassakian

Eric G. Mitchell,   Director                    
Jr.                                             

/s/ Edward C. Lund  Director                    May 2, 1996
Edward C. Lund

Matthew A. Sutton   Director                    
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14149}]
{"company-data": {"conformed-name": "AULT INC", "cik": "0000723639", "assigned-sic": "3679", "irs-number": "410842932", "state-of-incorporation": "MN", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04609", "film-number": "96572832"}, "business-address": {"street1": "7300 BOONE AVE N", "city": "MINNEAPOLIS", "state": "MN", "zip": "55428", "phone": "6124931900"}, "mail-address": {"street1": "7300 BOONE AVENUE NORTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55428"}}
SECURITIES AND EXCHANGE COMMISSION
                      Wasington, 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
         Sate or other jurisdiction    (I.R.S. Employer
          of incorporation or      Identification No.)
                          organization
                                
                     7300 Boone Avenue North
                Minneapolis, Minnesota 55428-1028
      (Address of Principal Executive Offices and zip code)
                                
                                
                        AULT INCORPORATED
            1996 EMPLOYEE STOCK PURCHASE SAVINGS PLAN
                    (Full title of the Plan)
                                
                       Carlos S. Montague
                     7300 Boone Avenue North
                  Minneapolis, MN   55428-1028
                         (612) 493-1900
                  (Name, address, including zip
                    code and telephone number
                      of agent for service)
                                
                            Copy to:
                                
                       Richard A. Primuth
                   Lindquist & Vennum P.L.L.P.
                         4200 IDS Center
                     Minneapolis, MN   55402
                         (612) 371-3211
                                
                      Total Pages - - - 19
                 Exhibits Index on Page - - - 4

                 CALCULATION OF REGISTRATION FEE
Proposed       Proposed         
 Title of       Amount      Maximum     Maximum        Amount of
Securities      to be       Offering    Aggregate      Registration
   to be      Registered   Price Per     Offering          Fee
Registered                   Share        Price
Common       100,000     $10.00(1)   $1,000,000(1)     $344.83
 Stock, no      shares                      
 par value
(1)  Estimated solely for the purpose of determining the
     registration fee pursuant to Rule 457(c) and (h) and based
     upon the average of the high and low transaction prices of
     the Company's Common Stock on the Nasdaq Small Cap Market on
     May 20, 1996.
PART I

     Pursuant to Part 1 of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as 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:

  a)   The Annual Report of the Company on Form 10-K for the fiscal
     period ended May 28, 1995.
  
  b)   The Quarterly Reports of the Company on Form 10-Q for the
     quarters ended August 27, 1995, November 26, 1995 and February
     25, 1996.
  
  c)   The Definitive Proxy Statement dated August 25, 1995 for the
     Meeting of Shareholders held on September 26, 1995.
  
  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 completion or termination of this
offering of shares of Common Stock 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 interest 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 by the Board, by special
legal counsel, by the shareholders or by a court.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.
Exhibits   Title of Document                       Page
4.1        1996 Employee Stock Purchase Savings       8
                Plan
     5.1        Opinion of Lindquist & Vennum P.L.L.P.    18
     23.1       Consent of Lindquist & Vennum P.L.L.P.    
                included in Exhibit 5.1)
     23.2       Consent of McGladrey & Pullen, L.L.P.     19
     24.1       Power of Attorney (included on signature   6
                page)
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 aggregate, represents a fundamental change in 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 any 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 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, the City of
Minneapolis and the State of Minnesota on the 23rd day of May,
1996.

                         AULT INCORPORATED

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

                        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 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 by the
following persons in the capacities and on the dates indicated.
Signature                Title                   Date
/s/Frederick M.     President,                  April 30, 1996
Green               Chief Executive Officer
Frederick M. Green  and Chairman of the Board
                    (Principal Executive
                    Officer)
                    
/s/ Carlos S.       Vice President,             April 30, 1996
Montague            Chief Financial Officer
Carlos S. Montague  and Controller (Principal
                    Financial Officer and
                    Principal Accounting
                    Officer)
                    
/s/James M.         Director                    May 2, 1996
Duddleston
James M. Duddleston

/s/Delbert W.       Director                    May 1, 1996
Johnson
Delbert W. Johnson

/s/John G.          Director                    May 2, 1996
Kassakian
John G. Kassakian

Eric G. Mitchell,   Director                    
Jr.                                             

/s/ Edward C. Lund  Director                    May 2, 1996
Edward C. Lund

Matthew A. Sutton   Director