Registration No. 33-_____
                                                                    
                              FORM S-8
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  
                         ELECTROSOURCE, INC.
         (Exact name of issuer as specified in its charter)
                                                              
              Delaware                            742466304
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                Identification No.)

      3800B Drossett Drive                                    
           Austin, Texas                            78744-1131
(Address of Principal Executive Offices)            (Zip Code)
                                                          
                       1994 STOCK OPTION PLAN
                        (Full title of plan)
                                  
                          Michael G. Semmens, President
                          Electrosource, Inc.
                          3800B Drossett Drive
                          Austin, Texas  78744-1131
               (Name and address of agent for service)
                                  
                           (512) 445-6606
    (Telephone number, including area code, of agent for service)
                                  
                          Copy to:
                          Bret Van Earp
                          Attorney at Law
                          100 Congress Avenue
                          Suite 1800
                          Austin, Texas  78701
                          
                   Calculation of Registration Fee
                                  
                             Proposed    Proposed        
                             maximum     maximum         
 Title of       Amount to    offering   aggregate   Amount of
 securities to      be      price per    offering   registrati
 be registered  registered    share     price (1)     on fee
 Common Stock,                                           
 $.10 par       1,500,000     $1.875     $2,812,500   $969.83
 value per        shares
 share

  (1) Estimated solely for the purpose of determining the
registration fee and based upon the closing price quoted by NASDAQ
for a share of Electrosource, Inc. Common Stock on October 9, 1995.

                An Exhibit Index is found on page 7.
                         Page 1 of 9 pages.

   This  registration  statement  relates  to  1,500,000  shares  of
Electrosource, Inc. Common Stock, $.10 par value per share  ("Common
Stock")  reserved  for issuance upon exercise of options  that  have
been  granted but not exercised or that may be granted  pursuant  to
the  1994 Stock Option Plan (the "Plan") of Electrosource, Inc. (the
"Company").
                                  
               Incorporation of Documents by Reference

   The  following documents are hereby specifically incorporated  by
reference into this registration statement:

   (1)      The Company's Annual Report on Form 10-K for the  fiscal
year ended December 31, 1994;

  (2)     All other reports filed by the Company pursuant to Section
13(a)  or Section 15(d) of the Securities Exchange Act of 1934 since
December 31, 1994;

   (3)      The description of the Company's Common Stock set  forth
under the captions "Description of Electrosource, Inc. Common Stock"
and   "Purposes   and   Effects  of  Certain   Provisions   of   the
Electrosource, Inc. Certificate and the Electrosource, Inc.  Bylaws"
in  the Information Statement filed as Exhibit 28.1 to the Company's
Registration Statement on Form 10 filed October 19, 1987 (as amended
by  Form  8 Amendments filed January 8, 1988 and January 13,  1988),
which description of the Company's Common Stock was incorporated  by
reference into the Registration Statement on Form 10 in response  to
Item  11, "Description of Registrant's Securities to be Registered,"
together  with  any  subsequent amendment or report  filed  for  the
purpose of updating such description.

   All  documents  filed by the Company pursuant to Sections  13(a),
13(c),  14  or 15(d) of the Exchange Act subsequent to December  31,
1994, and prior to the filing of a post-effective amendment to  this
registration  statement indicating that all securities offered  have
been sold or which deregisters all securities then remaining unsold,
shall   be  deemed  to  be  incorporated  by  reference  into   this
registration  statement  and to be part thereof  from  the  date  of
filing of such documents.
                                  
                      Description of Securities
                                  
                           Not applicable
                                  
                            Legal Matters

   The  validity of the Company Common Stock offered hereby will  be
passed  upon for the Company by Bret Van Earp, Attorney at Law,  100
Congress Avenue, Suite 1800, Austin, Texas 78701.
                                  
                               Experts

  The financial statements of the Company appearing in the Company's
Current Report on Form 8-K dated October 10, 1995, have
been  audited  by  Ernst & Young LLP, independent auditors,  as  set
forth  in  their  report thereon (which contained an explanatory paragraph 
with respect to the Company's ability to continue as a going concern as
discussed in Note R to the financial statements) included therein  
and  incorporated herein  by  reference. Such financial statements  
are,  and  audited financial  statements to be included in subsequently 
filed documents will be, incorporated herein in reliance upon the 
reports of Ernst & Young  LLP  pertaining to such financial statements 
(to  the  extent covered   by  consents  filed  with  the  Securities  
and   Exchange Commission)  given  upon the authority of such firm  as  
experts in accounting and auditing.
                                  
               Interests of Named Experts and Counsel
                                  
                           Not Applicable
                                  
              Indemnification of Directors and Officers

   The Company's Restated Certificate of Incorporation provides that
a  director  of  the Company will not be personally  liable  to  the
Company  or  its  stockholders for monetary damages  for  breach  of
fiduciary duty as a director, except that such provisions  will  not
eliminate  or limit the liability of a director (i) for a breach  of
the  director's duty of loyalty to the Company or its  stockholders,
(ii)  for  acts  or  omissions not in good faith  or  which  involve
intentional  misconduct or a knowing violation of  law,  (iii)  with
respect  to  unlawful  payments  of  dividends  or  unlawful   stock
purchases  or  redemptions for which the director  is  liable  under
Section 174 of the General Corporation Law of the State of Delaware,
or  (iv)  for  any  transaction from which the director  derives  an
improper personal benefit.

  The Company's Bylaws provide that, to the extent permitted by law,
the  Company will indemnify each of its directors, and authorize the
purchase of insurance with respect thereto. The Bylaws also  provide
that the Company may indemnify its officers, employees or agents who
are  made or threatened to be made defendants or respondents to  any
threatened, pending or completed action, suit or proceeding  due  to
such person's service to the Company or to certain other entities at
the  request  of the Company, so long as such person acted  in  good
faith  and  in a manner he reasonably believed to be not opposed  to
the  best interests of the Company. Such indemnification may be made
only upon a determination that such indemnification is proper in the
circumstances  because  the person to be  indemnified  has  met  the
applicable standard of conduct to permit indemnification  under  the
law.

   In addition to indemnification provided pursuant to the Company's
Restated  Certificate of Incorporation and Bylaws, the  Company  has
entered into a Director Indemnification Agreement with each director
of   the   Company   providing  for,   among   other   things,   (i)
indemnification by the Company of each director to the  full  extent
authorized  or  permitted by Delaware statutes; (ii) maintenance  by
the  Company  of  director and officer insurance  coverage  for  the
benefit   of   each  director  of  up  to  $2,000,000,  subject   to
availability at premiums not substantially disproportionate  to  the
amount  of  coverage; (iii) indemnification by the Company  of  each
director in connection with settlements under certain circumstances;
(iv)  procedures  relating to independent review  of  determinations
regarding director indemnification (including special provisions  in
case of a change in control of the Company); and (v) the advancement
of  expenses to directors in connection with matters for  which  the
director is entitled to indemnification.

   Insofar  as  indemnification for liabilities  arising  under  the
Securities  Act may be permitted to directors, officers  or  persons
controlling  the  Company pursuant to the foregoing  provisions,  or
otherwise, the Company has been advised that in the opinion  of  the
Securities and Exchange Commission, such indemnification is  against
public  policy as expressed in the Securities Act and  is  therefore
unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is  asserted  against  the  Company by  such  director,  officer  or
controlling   person  in  connection  with  the   securities   being
registered,  the Company will, unless in the opinion of its  counsel
the  matter has been settled by controlling precedent, submit  to  a
court   of  appropriate  jurisdiction  the  question  whether   such
indemnification by it is against public policy as expressed  in  the
Securities  Act  and will be governed by the final  adjudication  of
such issue.
                                  
                 Exemption from Registration Claimed
                                  
                           Not applicable
                                  
                              Exhibits

  The following exhibits are filed with or incorporated by reference
into this registration statement:
             
     Exhibit
             
     4.1     Articles Four, Seven, and Eight of the
             Restated Certificate of Incorporation of
             Electrosource, Inc. (filed as Exhibit 3.1 to
             registrant's Registration Statement on Form 10
             filed October 19, 1987 as amended by Form 8
             Amendments filed January 8, 1988 and January
             13, 1988 and incorporated herein by reference)
             
     4.2     1994 Stock Option Plan of Electrosource, Inc.
             (filed as Exhibit 10.4 to Electrosource, Inc.
             Quarterly Report on Form 10-Q filed August 14,
             1995, and incorporated herein by reference)
             
     5       Opinion of Bret Van Earp, Attorney at Law.
             
     24.1    Consent of Ernst & Young LLP to incorporation by reference
            	of report of financial statements.
             
     24.2    Consent of Bret Van Earp (included as part of
             Exhibit 5)
             
                                  
                            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:
       
       (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,  reflect
          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, that paragraphs (a)(i) and (a)(ii) 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 purposes 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  herein,  and  the  offering  of  such
     securities at that time shall be deemed to be the initial  bona
     fide offering thereof.
  
  (c)          To  remove  from  registration by means  of  a  post-
     effective  amendment  any  of the securities  being  registered
     which remain unsold at the termination of the offering.

  The undersigned registrant hereby undertakes that, for purposes of
determining  any liability under the Securities Act  of  1933,  each
filing  of the registrant's annual report pursuant to section  13(a)
of  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.

   The  undersigned registrant hereby undertakes to deliver or cause
to  be  delivered with the prospectus, to each person  to  whom  the
prospectus  is sent or given, the latest annual report  to  security
holders  that  is  incorporated by reference in the  prospectus  and
furnished pursuant to and meeting the requirements of Rule 14a-3  or
Rule  14c-3  under the Securities Exchange Act of 1934;  and,  where
interim financial information required to be presented by Article  3
of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is  sent
or   given,   the  latest  quarterly  report  that  is  specifically
incorporated by reference in the prospectus to provide such  interim
financial information.
                                  
                             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 Austin, State
of Texas, on October 12, 1995.

                             ELECTROSOURCE, INC.
                             (Registrant)



                             By: /s/ Michael  G. Semmens
                                Michael G. Semmens, President

   Pursuant to the requirements of the Securities Act of 1933,  this
registration statement has been signed by the following  persons  in
the capacities and on the date indicated.
                                                     
     Signature               Title                            Date
                                                     
                                                     
/s/ Michael G. Semmens    President and Chairman           October 11, 1995
Michael G. Semmens        of the Board of Directors
                          (Principal Executive Officer)
                                                     
                                                     
/s/ Charles L. Mathews    Director                         October 11, 1995
Charles L. Mathews
                                                     
                                                     
/s/ Richard S. Williamson Director                         October 11, 1995
Richard S. Williamson
                                                     
                                                     
/s/ Todd Templeton        Director                         October 11, 1995
Todd Templeton
                                                     
                                                     
/s/ Norman Hackerman      Director                         October 11, 1995
Norman Hackerman
                                                     
                                                     
/s/ John Malone           Director                         October 11, 1995
John Malone
                                                     
                                                     
                          Director                         October __, 1995
Thomas S. Wilson
                                                     
                                                     
/s/ John Akin             Director                        October 11, 1995
John Akin
                                                     
                                                     
                          Director                        October __, 1995
Nathan Morton
                                                     
                                                     
                          Director                        October __, 1995
William R. Graham
                                                     
                                                     
/s/ Frank Butler          Director                        October 11, 1995
Frank Butler
                                                     
                                                     
/s/ Michael Rosen    Vice President,                      October 11, 1995
Michael Rosen        Treasurer and Chief
                     Financial Officer
                     (Principal
                     Accounting and
                     Financial Officer)

                            EXHIBIT INDEX
                                  
Exhibit                                             Sequentially
                                                    Numbered Page
                                                         
4.1     Articles Four, Seven, and Eight of the          
        Restated Certificate of Incorporation of
        Electrosource, Inc. (filed as Exhibit 3.1
        to registrant's Registration Statement on
        Form 10 filed October 19, 1987 as amended
        by Form 8 Amendments filed January 8,
        1988 and January 13, 1988 and
        incorporated herein by reference)
        
4.2     1994 Stock Option Plan of Electrosource,        
        Inc. (filed as Exhibit 10.4 to
        Electrosource, Inc. Quarterly Report on
        Form 10-Q filed August 14, 1995, and
        incorporated herein by reference)
        
5       Opinion re legality                             8
        
24.1    Consent of Ernst & Young LLP                    9
        
24.2    Consent of Bret Van Earp (included as           
        part of Exhibit 5)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19892}]
{"company-data": {"conformed-name": "ELECTROSOURCE INC", "cik": "0000823927", "assigned-sic": "8731", "irs-number": "742466304", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63363", "film-number": "95580103"}, "business-address": {"street1": "3800B DROSSETT DR", "city": "AUSTIN", "state": "TX", "zip": "78744-1131", "phone": "5124456606"}, "mail-address": {"street1": "3800-B DROSSETT DR", "city": "AUSTIN", "state": "TX", "zip": "78744-1131"}}
Registration No. 33-_____
                                                                    
                              FORM S-8
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  
                         ELECTROSOURCE, INC.
         (Exact name of issuer as specified in its charter)
                                                              
              Delaware                            742466304
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                Identification No.)

      3800B Drossett Drive                                    
           Austin, Texas                            78744-1131
(Address of Principal Executive Offices)            (Zip Code)
                                                          
                       1994 STOCK OPTION PLAN
                        (Full title of plan)
                                  
                          Michael G. Semmens, President
                          Electrosource, Inc.
                          3800B Drossett Drive
                          Austin, Texas  78744-1131
               (Name and address of agent for service)
                                  
                           (512) 445-6606
    (Telephone number, including area code, of agent for service)
                                  
                          Copy to:
                          Bret Van Earp
                          Attorney at Law
                          100 Congress Avenue
                          Suite 1800
                          Austin, Texas  78701
                          
                   Calculation of Registration Fee
                                  
                             Proposed    Proposed        
                             maximum     maximum         
 Title of       Amount to    offering   aggregate   Amount of
 securities to      be      price per    offering   registrati
 be registered  registered    share     price (1)     on fee
 Common Stock,                                           
 $.10 par       1,500,000     $1.875     $2,812,500   $969.83
 value per        shares
 share

  (1) Estimated solely for the purpose of determining the
registration fee and based upon the closing price quoted by NASDAQ
for a share of Electrosource, Inc. Common Stock on October 9, 1995.

                An Exhibit Index is found on page 7.
                         Page 1 of 9 pages.

   This  registration  statement  relates  to  1,500,000  shares  of
Electrosource, Inc. Common Stock, $.10 par value per share  ("Common
Stock")  reserved  for issuance upon exercise of options  that  have
been  granted but not exercised or that may be granted  pursuant  to
the  1994 Stock Option Plan (the "Plan") of Electrosource, Inc. (the
"Company").
                                  
               Incorporation of Documents by Reference

   The  following documents are hereby specifically incorporated  by
reference into this registration statement:

   (1)      The Company's Annual Report on Form 10-K for the  fiscal
year ended December 31, 1994;

  (2)     All other reports filed by the Company pursuant to Section
13(a)  or Section 15(d) of the Securities Exchange Act of 1934 since
December 31, 1994;

   (3)      The description of the Company's Common Stock set  forth
under the captions "Description of Electrosource, Inc. Common Stock"
and   "Purposes   and   Effects  of  Certain   Provisions   of   the
Electrosource, Inc. Certificate and the Electrosource, Inc.  Bylaws"
in  the Information Statement filed as Exhibit 28.1 to the Company's
Registration Statement on Form 10 filed October 19, 1987 (as amended
by  Form  8 Amendments filed January 8, 1988 and January 13,  1988),
which description of the Company's Common Stock was incorporated  by
reference into the Registration Statement on Form 10 in response  to
Item  11, "Description of Registrant's Securities to be Registered,"
together  with  any  subsequent amendment or report  filed  for  the
purpose of updating such description.

   All  documents  filed by the Company pursuant to Sections  13(a),
13(c),  14  or 15(d) of the Exchange Act subsequent to December  31,
1994, and prior to the filing of a post-effective amendment to  this
registration  statement indicating that all securities offered  have
been sold or which deregisters all securities then remaining unsold,
shall   be  deemed  to  be  incorporated  by  reference  into   this
registration  statement  and to be part thereof  from  the  date  of
filing of such documents.
                                  
                      Description of Securities
                                  
                           Not applicable
                                  
                            Legal Matters

   The  validity of the Company Common Stock offered hereby will  be
passed  upon for the Company by Bret Van Earp, Attorney at Law,  100
Congress Avenue, Suite 1800, Austin, Texas 78701.
                                  
                               Experts

  The financial statements of the Company appearing in the Company's
Current Report on Form 8-K dated October 10, 1995, have
been  audited  by  Ernst & Young LLP, independent auditors,  as  set
forth  in  their  report thereon (which contained an explanatory paragraph 
with respect to the Company's ability to continue as a going concern as
discussed in Note R to the financial statements) included therein  
and  incorporated herein  by  reference. Such financial statements  
are,  and  audited financial  statements to be included in subsequently 
filed documents will be, incorporated herein in reliance upon the 
reports of Ernst & Young  LLP  pertaining to such financial statements 
(to  the  extent covered   by  consents  filed  with  the  Securities  
and   Exchange Commission)  given  upon the authority of such firm  as  
experts in accounting and auditing.
                                  
               Interests of Named Experts and Counsel
                                  
                           Not Applicable
                                  
              Indemnification of Directors and Officers

   The Company's Restated Certificate of Incorporation provides that
a  director  of  the Company will not be personally  liable  to  the
Company  or  its  stockholders for monetary damages  for  breach  of
fiduciary duty as a director, except that such provisions  will  not
eliminate  or limit the liability of a director (i) for a breach  of
the  director's duty of loyalty to the Company or its  stockholders,
(ii)  for  acts  or  omissions not in good faith  or  which  involve
intentional  misconduct or a knowing violation of  law,  (iii)  with
respect  to  unlawful  payments  of  dividends  or  unlawful   stock
purchases  or  redemptions for which the director  is  liable  under
Section 174 of the General Corporation Law of the State of Delaware,
or  (iv)  for  any  transaction from which the director  derives  an
improper personal benefit.

  The Company's Bylaws provide that, to the extent permitted by law,
the  Company will indemnify each of its directors, and authorize the
purchase of insurance with respect thereto. The Bylaws also  provide
that the Company may indemnify its officers, employees or agents who
are  made or threatened to be made defendants or respondents to  any
threatened, pending or completed action, suit or proceeding  due  to
such person's service to the Company or to certain other entities at
the  request  of the Company, so long as such person acted  in  good
faith  and  in a manner he reasonably believed to be not opposed  to
the  best interests of the Company. Such indemnification may be made
only upon a determination that such indemnification is proper in the
circumstances  because  the person to be  indemnified  has  met  the
applicable standard of conduct to permit indemnification  under  the
law.

   In addition to indemnification provided pursuant to the Company's
Restated  Certificate of Incorporation and Bylaws, the  Company  has
entered into a Director Indemnification Agreement with each director
of   the   Company   providing  for,   among   other   things,   (i)
indemnification by the Company of each director to the  full  extent
authorized  or  permitted by Delaware statutes; (ii) maintenance  by
the  Company  of  director and officer insurance  coverage  for  the
benefit   of   each  director  of  up  to  $2,000,000,  subject   to
availability at premiums not substantially disproportionate  to  the
amount  of  coverage; (iii) indemnification by the Company  of  each
director in connection with settlements under certain circumstances;
(iv)  procedures  relating to independent review  of  determinations
regarding director indemnification (including special provisions  in
case of a change in control of the Company); and (v) the advancement
of  expenses to directors in connection with matters for  which  the
director is entitled to indemnification.

   Insofar  as  indemnification for liabilities  arising  under  the
Securities  Act may be permitted to directors, officers  or  persons
controlling  the  Company pursuant to the foregoing  provisions,  or
otherwise, the Company has been advised that in the opinion  of  the
Securities and Exchange Commission, such indemnification is  against
public  policy as expressed in the Securities Act and  is  therefore
unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is  asserted  against  the  Company by  such  director,  officer  or
controlling   person  in  connection  with  the   securities   being
registered,  the Company will, unless in the opinion of its  counsel
the  matter has been settled by controlling precedent, submit  to  a
court   of  appropriate  jurisdiction  the  question  whether   such
indemnification by it is against public policy as expressed  in  the
Securities  Act  and will be governed by the final  adjudication  of
such issue.
                                  
                 Exemption from Registration Claimed
                                  
                           Not applicable
                                  
                              Exhibits

  The following exhibits are filed with or incorporated by reference
into this registration statement:
             
     Exhibit
             
     4.1     Articles Four, Seven, and Eight of the
             Restated Certificate of Incorporation of
             Electrosource, Inc. (filed as Exhibit 3.1 to
             registrant's Registration Statement on Form 10
             filed October 19, 1987 as amended by Form 8
             Amendments filed January 8, 1988 and January
             13, 1988 and incorporated herein by reference)
             
     4.2     1994 Stock Option Plan of Electrosource, Inc.
             (filed as Exhibit 10.4 to Electrosource, Inc.
             Quarterly Report on Form 10-Q filed August 14,
             1995, and incorporated herein by reference)
             
     5       Opinion of Bret Van Earp, Attorney at Law.
             
     24.1    Consent of Ernst & Young LLP to incorporation by reference
            	of report of financial statements.
             
     24.2    Consent of Bret Van Earp (included as part of
             Exhibit 5)
             
                                  
                            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:
       
       (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,  reflect
          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, that paragraphs (a)(i) and (a)(ii) 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 purposes 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  herein,  and  the  offering  of  such
     securities at that time shall be deemed to be the initial  bona
     fide offering thereof.
  
  (c)          To  remove  from  registration by means  of  a  post-
     effective  amendment  any  of the securities  being  registered
     which remain unsold at the termination of the offering.

  The undersigned registrant hereby undertakes that, for purposes of
determining  any liability under the Securities Act  of  1933,  each
filing  of the registrant's annual report pursuant to section  13(a)
of  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.

   The  undersigned registrant hereby undertakes to deliver or cause
to  be  delivered with the prospectus, to each person  to  whom  the
prospectus  is sent or given, the latest annual report  to  security
holders  that  is  incorporated by reference in the  prospectus  and
furnished pursuant to and meeting the requirements of Rule 14a-3  or
Rule  14c-3  under the Securities Exchange Act of 1934;  and,  where
interim financial information required to be presented by Article  3
of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is  sent
or   given,   the  latest  quarterly  report  that  is  specifically
incorporated by reference in the prospectus to provide such  interim
financial information.
                                  
                             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 Austin, State
of Texas, on October 12, 1995.

                             ELECTROSOURCE, INC.
                             (Registrant)

                             By: /s/ Michael  G. Semmens
                                Michael G. Semmens, President

   Pursuant to the requirements of the Securities Act of 1933,  this
registration statement has been signed by the following  persons  in
the capacities and on the date indicated.
                                                     
     Signature               Title                            Date
                                                     
                                                     
/s/ Michael G. Semmens    President and Chairman           October 11, 1995
Michael G. Semmens        of the Board of Directors
                          (Principal Executive Officer)
                                                     
                                                     
/s/ Charles L. Mathews    Director                         October 11, 1995
Charles L. Mathews
                                                     
                                                     
/s/ Richard S. Williamson Director                         October 11, 1995
Richard S. Williamson
                                                     
                                                     
/s/ Todd Templeton        Director                         October 11, 1995
Todd Templeton
                                                     
                                                     
/s/ Norman Hackerman      Director                         October 11, 1995
Norman Hackerman
                                                     
                                                     
/s/ John Malone           Director                         October 11, 1995
John Malone
                                                     
                                                     
                          Director                         October __, 1995
Thomas S. Wilson
                                                     
                                                     
/s/ John Akin             Director                        October 11, 1995
John Akin
                                                     
                                                     
                          Director                        October __, 1995
Nathan Morton
                                                     
                                                     
                          Director                        October __, 1995
William R. Graham
                                                     
                                                     
/s/ Frank Butler          Director                        October 11, 1995
Frank Butler
                                                     
                                                     
/s/ Michael Rosen    Vice President,                      October 11, 1995
Michael Rosen        Treasurer and Chief
                     Financial Officer
                     (Principal
                     Accounting and
                     Financial Officer)

                            EXHIBIT INDEX
                                  
Exhibit                                             Sequentially
                                                    Numbered Page
                                                         
4.1     Articles Four, Seven, and Eight of the          
        Restated Certificate of Incorporation of
        Electrosource, Inc. (filed as Exhibit 3.1
        to registrant's Registration Statement on
        Form 10 filed October 19, 1987 as amended
        by Form 8 Amendments filed January 8,
        1988 and January 13, 1988 and
        incorporated herein by reference)
        
4.2     1994 Stock Option Plan of Electrosource,        
        Inc. (filed as Exhibit 10.4 to
        Electrosource, Inc. Quarterly Report on
        Form 10-Q filed August 14, 1995, and
        incorporated herein by reference)
        
5       Opinion re legality                             8
        
24.1    Consent of Ernst & Young LLP                    9
        
24.2    Consent of Bret Van Earp (included as           
        part of Exhibit 5)