As filed with the Securities and
              Exchange Commission on February 16, 1999
                                
                                
                                           Registration No.  333-
                                                                 
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                                
                  -------------------------------              
                                
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                
                  -------------------------------              
                                
                         WPI GROUP, INC.
     (Exact Name of Registrant as Specified in Its Charter)
                                
         New Hampshire                         02-218767
         -------------                         ---------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)                Identification No.)

                         1155 Elm Street
                 Manchester, New Hampshire 03101
                 -------------------------------
   (Address of Principal Executive Offices Including Zip Code)
                                
                                
                                
           WPI GROUP, INC. 1997 EQUITY INCENTIVE PLAN
                  ------------------------------              
                                
                                
                      (Full Title of Plan)
                                
                                
                        MICHAEL H. FOSTER
              Chairman and Chief Executive Officer
                         WPI GROUP, INC.
                         1155 Elm Street
                      Manchester, NH 03101
                         (603) 627-3500
        (Name, address, including zip code, and telephone
        number including area code, of agent for service)
                                
                                
                                
   Copy to: MICHAEL B. TULE, Vice President - General Counsel
                         WPI GROUP, INC.
                         1155 Elm Street
                      Manchester, NH 03101
                                
                  ------------------------------              
    Approximate date of proposed sales pursuant to the Plan:
 From time to time after the effective date of this Registration
                            Statement
                                
                                
<PAGE>                                
<TABLE>
                                
                 CALCULATION OF REGISTRATION FEE
<CAPTION>
                                
--------------------------------------------------------------------------                                
<S>                 <C>           <C>                 <C>               <C>     <S>       

Title of                          Proposed Maximum    Proposed Maximum  Amount of
Securities To       Amount To Be  Offering            Aggregate         Registration
Be Registered       Registered    Price Per Share 1   Offering Price 1  Fee                             
--------------------------------------------------------------------------                                
Common Stock
par value $.01      750,000        $4.031             $3,023,250        $917.63



     1 Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low reported sale prices of the
registrant's Common Stock as quoted in the National Market System
of the NASDAQ on February 12, 1999

<PAGE>





                        TABLE OF CONTENTS
                        -----------------        
                                
                                                             Page
                                                                 

INTRODUCTION                                                   1

AVAILABLE INFORMATION                                          1

                                
                             PART II
                                
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT             II-1

     Item 3.  Incorporation of Documents by Reference          II-1
              ---------------------------------------
     Item 6.  Indemnification of Directors and Officers        II-1
              -----------------------------------------
     Item 8.  Exhibits                                         II-2
              --------
     Item 9.  Undertakings                                     II-2
              ------------
SIGNATURES                                                     II-4

INDEX OF EXHIBITS                                              II-6


<PAGE>


                          INTRODUCTION
                                
     This Registration Statement on Form S-8 relates to the
registration of 750,000 shares of WPI Group, Inc. (the "Company")
common stock issuable under the WPI Group, Inc. 1997 Equity
Incentive Plan (the "Plan").


                      AVAILABLE INFORMATION
                                
     The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth
Street N.W., Washington, D.C. 20549; and at the Regional Offices
of the Commission at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 75 Park Place,
Room 1400, New York, NY 10007.  Copies of such materials can be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.  In addition, the Company is required to filed electronic
versions of these materials with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval
(EDGAR) System.  The Commission maintains a Word Wide Web site at
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants and file
electronically with the Commission.  The common stock of the
Company is traded on the NASDAQ National Market.  Reports and
other information concerning the Company be inspected at the
National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006.

     The Company will provide without charge to any person,
including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request, a copy of its most
recent annual report to stockholders and any and all documents
incorporated herein by reference (other than certain exhibits to
such documents).  See "Certain Other Information."  Written
requests should be directed to Investor Relations, WPI Group,
Inc., 1155 Elm Street, Manchester, New Hampshire 03101.
Telephone requests may be directed to (603) 627-3500.

                                
                              - 1 -
<PAGE>                                


                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
                                
Item 3.    Incorporation of Documents by Reference
           ---------------------------------------

     The following documents filed by the Company with the
Commission are incorporated herein by reference:

     1.   Annual Report on Form 10-KSB for the Fiscal Year Ended
          September 27, 1998.

     2.   Quarterly Reports on Form 10-Q for the quarters
          ended December 27, 1998.

     3.   The description of the Common Stock which is contained
          in the Company's Registration Statement filed pursuant
          to Section 12 of the Exchange Act, and any amendment or
          report filed for the purpose of updating such
          description.

     All documents filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act,  prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters such securities then remaining
unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

Item 6.    Indemnification of Directors and Officers
           -----------------------------------------
    New Hampshire Revised Statutes Annotated ("RSA") 293-A,
Sections 8.51 and 8.56, empower a corporation, subject to certain
limitations, to indemnify its directors and officers against
expenses (including attorneys' fees, judgments, fines and amounts
paid in settlement) actually and reasonably incurred by them in
connection with any civil or criminal suit or proceeding (other
than a derivative action) to which they are parties or threatened
to be made parties by reason of being directors or officers, if
they acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the corporation
(and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful).  The
power to indemnify in connection with an action or suit by or in
the right of the corporation (a derivative action) is more
limited.  Indemnification against expenses actually and
reasonably incurred is required if a director or officer is
wholly successful in defense of an action, suit or proceeding of
the type where indemnity is permitted by the statute.  Unless
ordered by a court, indemnification under the statute, other than
mandatory indemnification against expenses, may be made only if a
determination that indemnification is proper has been made by a
prescribed vote of the board of directors, special legal counsel
in certain cases, by the shareholders or by the prescribed vote
of a committee duly designated by the board of directors, in
certain cases.  Indemnification provided for by RSA 293-A:8.50-
8.58 is not exclusive and a corporation is empowered to maintain
insurance on behalf of its directors and officers against any
liability asserted against them in that capacity, whether or not
the corporation would have the power under that section to
indemnify them.


                              II-1

<PAGE>

     The by-laws of the Registrant provide that it shall
indemnify any director or officer pursuant to the provisions of
RSA 293-A:8.50-8.58.

     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 or any existing arrangement or otherwise, the
Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy and is, therefore, unenforceable.

     The by-laws of the Company provide that it shall indemnify
any director or officer to the fullest extent allowed by law.
The Company currently maintains insurance on behalf of its
directors and officers against liability asserted against them in
that capacity.

Item 8.    Exhibits
           --------
     The exhibits listed on the Exhibit Index on Page II-6 of
this Registration Statement are filed herewith or are
incorporated herein by reference to other filings.

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 1993 ("Act");
     
          (ii)   to reflect in the prospectus any facts or events
                 arising after the effective date of the
                 Registration Statement (or the most recent post-
                 effective amendment thereof) which, individually
                 or in the aggregate, represent a fundamental
                 change in the information set forth in the
                 Registration Statement; and
          
          (iii)  to include any material information with
                 respect to the plan of distribution not previously
                 disclosed in the Registration Statement or any
                 material change to such information in the
                 Registration Statement;
          
          provided, however, that paragraphs (i) and (ii) do 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.
          
     (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 the
     purpose 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 1933 that is incorporated by
     reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities
     offered therein,



                              II-2

<PAGE>

     and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.


(c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors,
     officers and controlling persons of the Registrant pursuant
     to the provisions set forth in Item 6, or otherwise, the
     Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is
     against public policy as expressed in the Act and is,
     therefore, unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than the
     payment by the Registrant of expenses incurred or paid by a
     director, officer or controlling person of the Registrant in
     the successful defense of any action, suit or proceeding) is
     asserted by such director, officer or controlling person in
     connection with the securities being registered the
     Registrant will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question 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.

                                
                              II-3
<PAGE>

                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on behalf by the undersigned, thereunto duly authorized, in the
City of Manchester, State of New Hampshire, on February 16, 1999.

                         WPI GROUP, INC.


                         By:/s/ John Allard
                            ------------------
                            John Allard, President
                            and Chief Operating Officer



     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on the 16th day of
February, 1999.



Signature                          Title
---------                          -----

/s/Michael Foster                  Chairman, Chief Executive Officer
-----------------                  and Director (Principal
Michael Foster                     Executive Officer)

/s/ John Allard                    President, Chief Operating Officer 
-----------------                  and Director 
John Allard                      

/s/John Powers                     Vice President and Chief
--------------                     Financial Officer
John Powers                        (Principal Accounting
                                   Officer)

/s/Stephen Carlotti                Director
-------------------
Stephen Carlotti


/s/Paul Giovacchini                Director
-------------------
Paul Giovacchini

/s/Irving Gutin                    Director
---------------
Irving Gutin

/s/Steven Shulman                  Director
-----------------
Steven Shulman

/s/Bernard Tenenbaum               Director
--------------------
Bernard Tenenbaum




                              II-4
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Manchester, State of New Hampshire, on
February 16, 1999.


                              WPI GROUP, INC.
                              (Plan Administrator)


                              By:/s/ John Allard
                                 ------------------
                                 John Allard, President
                                 and Chief Operating Officer
                                


                              II-5
<PAGE>


                        INDEX OF EXHIBITS
                                
Exhibit
Number              Description of Exhibits


5              Opinion re: Legality

23.1           Consent of Michael B. Tule, Vice President,
               General Counsel and Secretary is contained in
               Exhibit 5

23.2           Consent of Arthur Andersen LLP

99             WPI Group, Inc. 1997 Equity Incentive Plan,
               adopted on June 10, 1997.


                                
                              II-6
<PAGE>                                


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19802}]
{"company-data": {"conformed-name": "WPI GROUP INC", "cik": "0000881771", "assigned-sic": "3677", "irs-number": "020218767", "state-of-incorporation": "NH", "fiscal-year-end": "0928"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72391", "film-number": "99539267"}, "business-address": {"street1": "1155 ELM ST", "city": "MANCHESTER", "state": "NH", "zip": "03101", "phone": "6036273500"}, "mail-address": {"street1": "1155 ELM STREET", "city": "MANCHESTER", "state": "NH", "zip": "03101"}, "former-company": {"former-conformed-name": "WALKER POWER INC", "date-changed": "19930328"}}
As filed with the Securities and
              Exchange Commission on February 16, 1999
                                
                                
                                           Registration No.  333-
                                                                 
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                                
                  -------------------------------              
                                
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                
                  -------------------------------              
                                
                         WPI GROUP, INC.
     (Exact Name of Registrant as Specified in Its Charter)
                                
         New Hampshire                         02-218767
         -------------                         ---------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)                Identification No.)

                         1155 Elm Street
                 Manchester, New Hampshire 03101
                 -------------------------------
   (Address of Principal Executive Offices Including Zip Code)
                                
                                
                                
           WPI GROUP, INC. 1997 EQUITY INCENTIVE PLAN
                  ------------------------------              
                                
                                
                      (Full Title of Plan)
                                
                                
                        MICHAEL H. FOSTER
              Chairman and Chief Executive Officer
                         WPI GROUP, INC.
                         1155 Elm Street
                      Manchester, NH 03101
                         (603) 627-3500
        (Name, address, including zip code, and telephone
        number including area code, of agent for service)
                                
                                
                                
   Copy to: MICHAEL B. TULE, Vice President - General Counsel
                         WPI GROUP, INC.
                         1155 Elm Street
                      Manchester, NH 03101
                                
                  ------------------------------              
    Approximate date of proposed sales pursuant to the Plan:
 From time to time after the effective date of this Registration
                            Statement
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
Title of                          Proposed Maximum    Proposed Maximum  Amount of
Securities To       Amount To Be  Offering            Aggregate         Registration
Be Registered       Registered    Price Per Share 1   Offering Price 1  Fee                             
--------------------------------------------------------------------------                                
Common Stock
par value $.01      750,000        $4.031             $3,023,250        $917.63

     1 Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low reported sale prices of the
registrant's Common Stock as quoted in the National Market System
of the NASDAQ on February 12, 1999
TABLE OF CONTENTS
                        -----------------        
                                
                                                             Page
                                                                 

INTRODUCTION                                                   1

AVAILABLE INFORMATION                                          1

                                
                             PART II
                                
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT             II-1

     Item 3.  Incorporation of Documents by Reference          II-1
              ---------------------------------------
     Item 6.  Indemnification of Directors and Officers        II-1
              -----------------------------------------
     Item 8.  Exhibits                                         II-2
              --------
     Item 9.  Undertakings                                     II-2
              ------------
SIGNATURES                                                     II-4

INDEX OF EXHIBITS                                              II-6
INTRODUCTION
                                
     This Registration Statement on Form S-8 relates to the
registration of 750,000 shares of WPI Group, Inc. (the "Company")
common stock issuable under the WPI Group, Inc. 1997 Equity
Incentive Plan (the "Plan").

                      AVAILABLE INFORMATION
                                
     The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth
Street N.W., Washington, D.C. 20549; and at the Regional Offices
of the Commission at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 75 Park Place,
Room 1400, New York, NY 10007.  Copies of such materials can be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.  In addition, the Company is required to filed electronic
versions of these materials with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval
(EDGAR) System.  The Commission maintains a Word Wide Web site at
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants and file
electronically with the Commission.  The common stock of the
Company is traded on the NASDAQ National Market.  Reports and
other information concerning the Company be inspected at the
National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006.

     The Company will provide without charge to any person,
including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request, a copy of its most
recent annual report to stockholders and any and all documents
incorporated herein by reference (other than certain exhibits to
such documents).  See "Certain Other Information."  Written
requests should be directed to Investor Relations, WPI Group,
Inc., 1155 Elm Street, Manchester, New Hampshire 03101.
Telephone requests may be directed to (603) 627-3500.

                                
                              - 1 -
PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
                                
Item 3.    Incorporation of Documents by Reference
           ---------------------------------------

     The following documents filed by the Company with the
Commission are incorporated herein by reference:

     1.   Annual Report on Form 10-KSB for the Fiscal Year Ended
          September 27, 1998.

     2.   Quarterly Reports on Form 10-Q for the quarters
          ended December 27, 1998.

     3.   The description of the Common Stock which is contained
          in the Company's Registration Statement filed pursuant
          to Section 12 of the Exchange Act, and any amendment or
          report filed for the purpose of updating such
          description.

     All documents filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act,  prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters such securities then remaining
unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

Item 6.    Indemnification of Directors and Officers
           -----------------------------------------
    New Hampshire Revised Statutes Annotated ("RSA") 293-A,
Sections 8.51 and 8.56, empower a corporation, subject to certain
limitations, to indemnify its directors and officers against
expenses (including attorneys' fees, judgments, fines and amounts
paid in settlement) actually and reasonably incurred by them in
connection with any civil or criminal suit or proceeding (other
than a derivative action) to which they are parties or threatened
to be made parties by reason of being directors or officers, if
they acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the corporation
(and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful).  The
power to indemnify in connection with an action or suit by or in
the right of the corporation (a derivative action) is more
limited.  Indemnification against expenses actually and
reasonably incurred is required if a director or officer is
wholly successful in defense of an action, suit or proceeding of
the type where indemnity is permitted by the statute.  Unless
ordered by a court, indemnification under the statute, other than
mandatory indemnification against expenses, may be made only if a
determination that indemnification is proper has been made by a
prescribed vote of the board of directors, special legal counsel
in certain cases, by the shareholders or by the prescribed vote
of a committee duly designated by the board of directors, in
certain cases.  Indemnification provided for by RSA 293-A:8.50-
8.58 is not exclusive and a corporation is empowered to maintain
insurance on behalf of its directors and officers against any
liability asserted against them in that capacity, whether or not
the corporation would have the power under that section to
indemnify them.

                              II-1
The by-laws of the Registrant provide that it shall
indemnify any director or officer pursuant to the provisions of
RSA 293-A:8.50-8.58.

     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 or any existing arrangement or otherwise, the
Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy and is, therefore, unenforceable.

     The by-laws of the Company provide that it shall indemnify
any director or officer to the fullest extent allowed by law.
The Company currently maintains insurance on behalf of its
directors and officers against liability asserted against them in
that capacity.

Item 8.    Exhibits
           --------
     The exhibits listed on the Exhibit Index on Page II-6 of
this Registration Statement are filed herewith or are
incorporated herein by reference to other filings.

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 1993 ("Act");
     
          (ii)   to reflect in the prospectus any facts or events
                 arising after the effective date of the
                 Registration Statement (or the most recent post-
                 effective amendment thereof) which, individually
                 or in the aggregate, represent a fundamental
                 change in the information set forth in the
                 Registration Statement; and
          
          (iii)  to include any material information with
                 respect to the plan of distribution not previously
                 disclosed in the Registration Statement or any
                 material change to such information in the
                 Registration Statement;
          
          provided, however, that paragraphs (i) and (ii) do 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.
          
     (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 the
     purpose 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 1933 that is incorporated by
     reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities
     offered therein,

                              II-2
and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors,
     officers and controlling persons of the Registrant pursuant
     to the provisions set forth in Item 6, or otherwise, the
     Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is
     against public policy as expressed in the Act and is,
     therefore, unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than the
     payment by the Registrant of expenses incurred or paid by a
     director, officer or controlling person of the Registrant in
     the successful defense of any action, suit or proceeding) is
     asserted by such director, officer or controlling person in
     connection with the securities being registered the
     Registrant will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question 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.

                                
                              II-3
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 behalf by the undersigned, thereunto duly authorized, in the
City of Manchester, State of New Hampshire, on February 16, 1999.

                         WPI GROUP, INC.

                         By:/s/ John Allard
                            ------------------
                            John Allard, President
                            and Chief Operating Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on the 16th day of
February, 1999.

Signature                          Title
---------                          -----

/s/Michael Foster                  Chairman, Chief Executive Officer
-----------------                  and Director (Principal
Michael Foster                     Executive Officer)

/s/ John Allard                    President, Chief Operating Officer 
-----------------                  and Director 
John Allard                      

/s/John Powers                     Vice President and Chief
--------------                     Financial Officer
John Powers                        (Principal Accounting
                                   Officer)

/s/Stephen Carlotti                Director
-------------------
Stephen Carlotti

/s/Paul Giovacchini                Director
-------------------
Paul Giovacchini

/s/Irving Gutin                    Director
---------------
Irving Gutin

/s/Steven Shulman                  Director
-----------------
Steven Shulman

/s/Bernard Tenenbaum               Director
--------------------
Bernard Tenenbaum

                              II-4
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Manchester, State of New Hampshire, on
February 16, 1999.

                              WPI GROUP, INC.
                              (Plan Administrator)

                              By:/s/ John Allard
                                 ------------------
                                 John Allard, President
                                 and Chief Operating Officer
                                

                              II-5
INDEX OF EXHIBITS
                                
Exhibit
Number              Description of Exhibits

5              Opinion re: Legality

23.1           Consent of Michael B. Tule, Vice President,
               General Counsel and Secretary is contained in
               Exhibit 5

23.2           Consent of Arthur Andersen LLP

99             WPI Group, Inc. 1997 Equity Incentive Plan,
               adopted on June 10, 1997.

                                
                              II-6