As filed with the Securities and Exchange Commission on August 1, 1997
                                             Registration Statement No. 33-


                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549



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



                          WATTS INDUSTRIES, INC.
          (Exact name of Registrant as Specified in Its Charter)

      Delaware                                              04-2916536
(State of Incorporation)                   (I.R.S. Employer Identification #)
                           815 Chestnut Street
                         North Andover, MA 01845
                              (508) 688-1811
(Address, including zip code, and telephone number, including area code, of
                 Registrant's principal executive offices)

               WATTS INDUSTRIES, INC. 1996 STOCK OPTION PLAN
                         (Full Title of the Plan)


                           Thomas J. White, Esq.
                            Corporate Attorney
                           Watts Industries, Inc
                            815 Chestnut Street
                          North Andover, MA 01845
                              (508) 688-1811
 (Name, address, including zip code, and telephone number, including area
                        code, of agent for service)


                               With copy to:
                               _____________

                        Robert P. Whalen, Jr., Esq.
                        Goodwin, Procter & Hoar LLP
                              Exchange Place
                              53 State Street
                     Boston, Massachusetts 02109-2881
                              (617) 570-1000



                      CALCULATION OF REGISTRATION FEE
   Title of     Amount to be     Proposed       Proposed      Amount of
  Securities     Registered       Maximum        Maximum     Registration
     Being           (1)         Offering       Aggregate        Fee
  Registered                     Price Per      Offering
                                   Share          Price
Class A Common   232,500 shares   $16.375 (2)    $3,807,188    $1,154
Stock, $.10 par  2,767,500 shares $25.125 (3)    $69,533,438   $21,071
     value        
                   

(1) Plus  such  additional number of shares as may be required pursuant  to
    the  Watts  Industries, Inc 1996 Stock Option Plan in the  event  of  a
    stock  dividend,   stock  split  or similar  change  in  capitalization
    affecting the Class A Common Stock of the Registrant.
(2) The aggregate offering price and fee are computed based on the exercise
    price  of  the  option to purchase shares of the Registrant's  Class  A
    Common Stock, $.10 par value per share, which have been granted to date
    under  the  Watts Industries, Inc. 1996 Stock Option Plan in accordance
    with Rule 457(h) under the Securities Act of 1933.
(3) This  estimate  is  made  pursuant to Rule 457(c)  and  (h)  under  the
    Securities  Act of 1933, as amended (the "Securities Act"), solely  for
    the  purpose of determining the amount of the registration fee  and  is
    based  upon the average of the high and low prices for the Registrant's
    Class A Common Stock, $.10 par value per share, as reported on the  New
    York Stock Exchange on July 31, 1997.


                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.

    Watts Industries, Inc. (the "Company") hereby incorporates by
reference  the  following documents which  have  previously  been
filed   with   the   Securities  and  Exchange  Commission   (the
"Commission"):

         (a)  The  Company's Annual Report on Form 10-K  for  the
fiscal year ended June 30, 1996;

        (b)  The Company's Quarterly Report on Form 10-Q for  the
        quarter ended September 30, 1996; the Company's Quarterly
        Report  on  Form 10-Q for the quarter ended December  31,
        1996; the Company's Quarterly Report on Form 10-Q for the
        quarter  ended  March  31, 1997;  the  Company's  Current
        Report  on  Form  8-K dated September 4,  1996;  and  the
        Company's Current Report on Form 8-K dated April 4, 1997;
        and

        (c)  The  description  of the Company's  Class  A  Common
        Stock,  $.10  par  value  per  share,  contained  in  the
        Company's  registration statement on Form 8-A dated  June
        22,   1995,   filed  with  the  Securities  and  Exchange
        Commission pursuant to Section 12 of the Exchange Act  of
        1934, as amended (the "Exchange Act"), and any amendments
        or  reports  filed  for  the  purpose  of  updating  such
        description.

     In  addition,  all  documents subsequently  filed  with  the
Securities  and  Exchange Commission by the Company  pursuant  to
Sections  13(a) and 13(c), Section 14 and Section  15(d)  of  the
Exchange  Act, prior to the filing of a post-effective  amendment
hereto that indicates that all securities offered hereunder  have
been  sold  or  that  deregisters all securities  then  remaining
unsold,  shall be deemed to be incorporated by reference in  this
registration statement and to be a part hereof from the  date  of
filing of such documents.

Item 4. Description of Securities.

    Not Applicable.


Item 5. Interests of Named Experts and Counsel.

    Not Applicable.


Item 6. Indemnification of Directors and Officers.

     Subsection  (a)  of  Section 145  of  the  Delaware  General
Corporation Law (the "DGCL") empowers a corporation to  indemnify
any  person who was or is a party or is threatened to be  made  a
party  to  any threatened, pending or completed action,  suit  or
proceeding,   whether   civil,   criminal,   administrative    or
investigative  (other than an action by or in the  right  of  the
corporation) by reason of the fact that the person is  or  was  a
director, officer, employee or agent of the corporation, or is or
was  serving  at  the request of the corporation as  a  director,
officer,  employee or agent of another corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement  actually and reasonably incurred  by  the  person  in
connection  with such action, suit or proceeding  if  the  person
acted  in  good  faith  and  in a manner  the  person  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  the  person's
conduct  was  unlawful.  Under subsection (a) the termination  of
any  action,  suit or proceeding by judgment, order,  settlement,
conviction  or upon a plea of nolo contendere or its  equivalent,
shall  not,  of itself, create a presumption that the person  did
not act in good faith and in a manner which the person 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  reasonable cause to believe that  the  person's
conduct was unlawful.

     Subsection  (b)  of  Section 145  of  the  DGCL  empowers  a
corporation to indemnify any person who was or is a party  or  is
threatened  to  be  made  a party to any threatened,  pending  or
completed action or suit by or in the right of the corporation to
procure  a judgment in its favor by reason of the fact  that  the
person  is or was a director, officer, employee or agent  of  the
corporation,  or  is  or  was  serving  at  the  request  of  the
corporation as a director, officer, employee or agent of  another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise against expenses (including attorneys' fees)  actually
and  reasonably  incurred by the person in  connection  with  the
defense or settlement of such action or suit if the person  acted
in  good faith and in a manner the person reasonably believed  to
be in or not opposed to the best interests of the corporation and
except  that no indemnification shall be made in respect  of  any
claim,  issue or matter as to which such person shall  have  been
adjudged to be liable to the corporation unless and only  to  the
extent  that  the Court of Chancery or the court  in  which  such
action or suit was brought shall determine upon application that,
despite  the  adjudication of liability but in view  of  all  the
circumstances  of the case, such person is fairly and  reasonably
entitled  to  indemnity  for such expenses  which  the  Court  of
Chancery or such other court shall deem proper.

      Subsection   (d)  of  Section  145  of  the  DGCL   permits
indemnification under subsections (a) and (b) of Section 145 only
if authorized in the specific case following a determination that
the  individual seeking indemnification has met the  standard  of
conduct   required   by   the   applicable   subsection.     Such
determination  shall  be  made (1) by  a  majority  vote  of  the
directors who are not parties to such action, suit or proceeding,
even  though  less  than a quorum, or (2) if there  are  no  such
directors,  or if such directors so direct, by independent  legal
counsel in a written opinion, or (3) by the stockholders.

    Section 145 further provides that to the extent a director or
officer  of  a corporation has been successful on the  merits  or
otherwise  in defense of any action, suit or proceeding  referred
to  in  subsections (a) and (b) of Section 145, or in the defense
of  any  claim,  issue or matter therein,  he  or  she  shall  be
indemnified against expenses (including attorneys' fees) actually
and  reasonably  incurred by him or her in connection  therewith;
that  indemnification provided for by Section 145  shall  not  be
deemed  exclusive  of any other rights to which  the  indemnified
party  may  be  entitled; that indemnification  provided  for  by
Section  145 shall, unless otherwise provided when authorized  or
ratified,  continue  as  to a person  who  has  ceased  to  be  a
director,  officer,  employee or agent and  shall  inure  to  the
benefit of such person's heirs, executors and administrators; and
that  the  corporation  has the power to  purchase  and  maintain
insurance  on behalf of a director or officer of the  corporation
against any liability asserted against him or her and incurred by
him  or  her in any such capacity, or arising out of his  or  her
status  as  such  whether or not the corporation would  have  the
power  to  indemnify  him or her against such  liabilities  under
Section 145.

     Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the
personal  liability  of  a director to  the  corporation  or  its
stockholders for monetary damages for breach of fiduciary duty as
a  director  provided that such provision shall not eliminate  or
limit  the  liability of a director (i) for  any  breach  of  the
director's   duty   of   loyalty  to  the  corporation   or   its
stockholders,  (ii) for acts or omissions not in  good  faith  or
which  involve intentional misconduct or a knowing  violation  of
law,  (iii)  under  Section 174 of the  DGCL,  or  (iv)  for  any
transaction from which the director derived an improper  personal
benefit.

     Article  TENTH  of  the  Company's Restated  Certificate  of
Incorporation, as amended, states that:

     No director of the Company shall be personally liable to the
Company  or its stockholders for monetary damages for  breach  of
fiduciary  duty  as  a  director;  provided,  however,  that  the
foregoing  clause shall not apply to any liability of a  director
(i)  for  any  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)  under  Section  174  of  the  General
Corporation  Law  of  the  State of Delaware,  or  (iv)  for  any
transaction from which the director derived an improper  personal
benefit.  This Article shall not eliminate or limit the liability
of  a  director for any act or omission occurring  prior  to  the
effective  date  of  this Restated Certificate  of  Incorporation
under the laws of the State of Delaware.

     Article V of the Company's By-laws provides that the Company
shall indemnify, to the fullest extent permitted by the DGCL  (as
presently in effect or as hereafter amended):

     Any person who was or is a party or is threatened to be made
a  party to any threatened, pending or completed action, suit  or
proceeding,   whether   civil,   criminal,   administrative    or
investigative (other than an action or suit by or in the right of
the  Company) by reason of the fact that he is or was a  director
or officer of the Company, or is or was serving at the request of
the  Company  as  a  director or officer of another  corporation,
partnership,  joint  venture, trust or other enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines   and
amounts  paid in settlement actually and reasonably  incurred  by
him  in  connection with such suit, action or  proceeding  if  he
acted in good faith and in a manner he reasonably believed to  be
in or not opposed to the best interests of the Company, and, with
respect  to  any criminal action or proceeding, had no reasonable
cause  to  believe his conduct was unlawful.  The termination  of
any  action,  suit or proceeding by judgment, order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,
shall  not,  of itself, create a presumption that the person  did
not  act  in  good  faith  and in a manner  which  he  reasonably
believed  to  be in or not opposed to the best interests  of  the
Company  or,  with respect to any criminal action or  proceeding,
that  the person had reasonable cause to believe that his conduct
was unlawful.

     Any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by
or in the right of the Company to procure a judgment in its favor
by reason of the fact that he is or was a director or  officer of
the  Company, or is or was serving at the request of the  Company
as  a  director  or officer of another corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys' fees) actually and reasonably incurred  by
him  in  connection with the defense or settlement of such action
or  suit  if he acted in good faith and in a manner he reasonably
believed  to  be in or not opposed to the best interests  of  the
Company  and  except that no indemnification  shall  be  made  in
respect  of  any claim, issue or matter as to which  such  person
shall  have  been  adjudged  to  be  liable  for  negligence   or
misconduct in the performance of his duty to the Company  unless,
and  only to the extent that, the Court of Chancery of the  State
of Delaware or the court in which such action or suit was brought
shall  determine upon application that, despite the  adjudication
of  liability but in view of all the circumstances of  the  case,
such  person  is fairly and reasonably entitled to indemnity  for
such  expenses  which the Court of Chancery or such  other  court
shall deem proper.

     To  the extent that a director or officer of the Company has
been  successful  on the merits or otherwise in  defense  of  any
action,  suit  or  proceeding referred to in the two  immediately
preceding paragraphs, or in defense of any claim, issue or matter
therein,  he  shall  be indemnified against  expenses  (including
attorneys'  fees)  actually and reasonably  incurred  by  him  in
connection therewith.

     Article V of the Company's By-laws also authorizes the Board
of Directors of the Company, in its discretion to indemnify:

     Any person who was or is a party or is threatened to be made
a  party  to any threatened pending or completed action, suit  or
proceeding,   whether   civil,   criminal,   administrative    or
investigative  (other than an action by or in the  right  of  the
Company)  by reason of the fact that he is or was an employee  or
agent of the Company, or is or was serving at the request of  the
Company  as  a  director or as an employee or  agent  of  another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise,   against  expenses  (including   attorneys'   fees),
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred by him in connection with such action,  suit
or  proceeding  if  he acted in good faith and  in  a  manner  he
reasonably believed to be in or not opposed to the best interests
of  the  Company  and,  with respect to any  criminal  action  or
proceeding,  had no reasonable cause to believe his  conduct  was
unlawful.   The termination of any action, suit or proceeding  by
judgment, order, settlement, conviction, or upon a plea  of  nolo
contendere  or  its equivalent, shall not, of  itself,  create  a
presumption that the person did not act in good faith  and  in  a
manner  which he reasonably believed to be in or not  opposed  to
the  best  interests  of  the Company or,  with  respect  to  any
criminal  action  or proceeding, that the person  had  reasonable
cause to believe that his conduct was unlawful.

     Any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by
or in the right of the Company to procure a judgment in its favor
by  reason of the fact that he is or was an employee or agent  of
the  Company, or is or was serving at the request of the  Company
as  an  employee  or  agent of another corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys' fees) actually and reasonably incurred  by
him  in  connection with the defense or settlement of such action
or  suit  if he acted in good faith and in a manner he reasonably
believed  to  be in or not opposed to the best interests  of  the
Company  and  except that no indemnification  shall  be  made  in
respect  of  any claim, issue or matter as to which  such  person
shall  have  been  adjudged  to  be  liable  for  negligence   or
misconduct in the performance of his duty to the Company  unless,
and  only to the extent that, the Court of Chancery of the  State
of Delaware or the court in which such action or suit was brought
shall  determine upon application that, despite the  adjudication
of  liability but in view of all the circumstances of  the  case,
such  person  is fairly and reasonably entitled to indemnify  for
such  expenses  which the Court of Chancery or such  other  court
shall deem proper.

     Article  V  of  the Company's By-laws also includes  certain
provisions  relating  to  the scope of  the  indemnification  for
officers  and  directors of the Company and  the  procedures  for
determining entitlement to indemnification:

     Determination of Entitlement.  Any indemnification  pursuant
to Article V (unless required by law or ordered by a court) shall
be  made  by the Company only as authorized in the specific  case
upon  a  determination  that  indemnification  of  the  director,
officer, employee or agent is proper in the circumstances because
he  has  met  the  applicable standard of conduct  set  forth  in
Section 1 of Article V.  Such determination shall be made (a)  by
the  Board of Directors by a majority vote of a quorum consisting
of  directors  who  were  not parties to  such  action,  suit  or
proceeding, or (b) if such a quorum is not obtainable,  or,  even
if  obtainable a quorum of disinterested directors so directs, by
independent  legal counsel in a written opinion, or  (c)  by  the
stockholders of the Company.

     Advance Payments.  Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Company in
advance  of  the  final  disposition  of  such  action,  suit  or
proceeding, only as authorized by the Board of Directors  in  the
specific  case  (including by one or more directors  who  may  be
parties to such action, suit or proceeding), upon receipt  of  an
undertaking by or on behalf of the director, officer, employee or
agent  to  repay  such  amount  unless  it  shall  ultimately  be
determined  that he is entitled to be indemnified by the  Company
as authorized in Article V.

    Non-Exclusive Nature of Indemnification.  The indemnification
provided in Article V shall not be deemed exclusive of any  other
rights  to  which  any  person, whether or  not  entitled  to  be
indemnified hereunder, may be entitled under any statute, by-law,
agreement,  vote of stockholders or directors or otherwise,  both
as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue  as  to  a
person  who  has  ceased to be a director, officer,  employee  or
agent and shall inure to the benefit of the heirs, executors  and
administrators of such a person.  Each person who is or becomes a
director  or officer as aforesaid shall be deemed to have  served
or  to have continued to serve in such capacity in reliance  upon
the indemnity provided for in Article V.

     Insurance.   To  the  extent  obtainable,  the  Company  may
purchase and maintain insurance with reasonable limits on  behalf
of  any  person  who is or was a director, officer,  employee  or
agent of the Company, or is or was serving at the request of  the
Company  as  a  director, officer, employee or agent  of  another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising  out  of
such  person's  status as such, whether or not the Company  would
have  the  power to indemnify such person against such  liability
under  the provisions of the General Corporation Law of the State
of  Delaware  (as presently in effect or hereafter amended),  the
Restated Certificate of Incorporation or these By-laws.

     No Duplicate Payments.  The Company's indemnification  under
Section  1  of Article V of any person who is or was a  director,
officer,  employee or agent of the Company, or is or was  serving
at the request of the Company as a director, officer, employee or
agent  of another corporation, partnership, joint venture,  trust
or  other enterprise, shall be reduced by any amounts such person
receives  as  indemnification (i) under any policy  of  insurance
purchased and maintained on such person's behalf by the  Company,
(ii)  from such other Company, partnership, joint venture,  trust
or   other  enterprise,  or  (iii)  under  any  other  applicable
indemnification provision.


Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

     The  following  is  a  complete list of  exhibits  filed  or
incorporated by reference as part of this registration statement:

  Exhibit
    4.1   Restated Certificate of Incorporation, as amended,
          of the Company. (1)
    4.2   Amended and Restated By-laws of the Company. (2)
    4.3   Watts Industries, Inc. 1996 Stock Option Plan.
    5.1   Opinion of Goodwin, Procter & Hoar  LLP as to the
          legality of the securities being registered.
   23.1   Consent of Goodwin, Procter & Hoar  LLP (included
          in Exhibit 5.1 to this  Registration Statement).
   23.2   Consent of Ernst & Young LLP,  Independent Auditors.
   23.3   Consent of Deloitte & Touche,   Independent Auditors.
   24.1   Powers of Attorney (included on signature page  to
          this registration statement).
_____________________

(1)  Incorporated  by reference to the relevant  exhibit  to  the
     Company's  Annual  Report  on  Form  10-K   filed  with  the
     Commission on September 28, 1995.
(2)  Incorporated  by reference to the relevant  exhibit  to  the
     Company's  Current  Report  on  Form  8-K  filed  with   the
     Commission on May 15, 1992.

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;

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

                                 (iii)    To include any material
                    information  with  respect  to  the  plan  of
                    distribution not previously disclosed in  the
                    registration statement or any material change
                    to   such  information  in  the  registration
                    statement;

        provided,   however,   that  paragraphs   (a)(1)(i)   and
        (a)(1)(ii)   herein  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 undersigned registrant pursuant to Section 13  or
        Section  15(d) of the Exchange Act that are  incorporated
        by reference in the registration statement;

                 (2)  That,  for  the purpose of determining  any
        liability   under   the   Securities   Act,   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; and

                 (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,  each filing of the registrant's  annual
        report pursuant to Section 13(a) or 15(d) of the Exchange
        Act  (and,  where applicable, each filing of an  employee
        benefit plan's annual report pursuant to Section 15(d) of
        the  Exchange  Act) 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.

        (c)       Insofar   as  indemnification  for  liabilities
        arising  under  the Securities Act 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 Securities 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 Securities Act and  will  be
        governed  by  the  final  adjudication  of  such   issue.


                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
Watts  Industries, Inc. 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  Town  of  North  Andover,  Commonwealth  of
Massachusetts, on this 1st day of August, 1997.

                              WATTS INDUSTRIES, INC.


                              By:/s/ Timothy P. Horne
                                 Timothy P. Horne, Chairman of the Board and 
                                 Chief Executive Officer

     KNOW  ALL  MEN  BY THESE PRESENTS, that we, the  undersigned
officers and directors of Watts Industries, Inc. hereby severally
constitute  and appoint Timothy P. Horne and Kenneth  J.  McAvoy,
and  each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our
names   in  the  capacities  indicated  below,  the  Registration
Statement  on Form S-8 filed herewith and any and all  amendments
to  said  Registration Statement, and generally to  do  all  such
things  in  our  names  and  in our capacities  as  officers  and
directors  to enable Watts Industries, Inc.  to comply  with  the
provisions of the Securities Act of 1933, and all requirements of
the  Securities  and  Exchange Commission, hereby  ratifying  and
confirming  our  signatures as they may be  signed  by  our  said
attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.

     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 dates indicated.

 Signature                     Title                      Date


/s/ Timothy P. Horne       Chairman of the Board and       August 1, 1997
Timothy P. Horne           Chief Executive Officer


/s/ Kenneth J. McAvoy      Chief Financial Officer and     August 1, 1997
Kenneth J. McAvoy          Treasurer, Secretary and 
                           Director


/s/ David A. Bloss, Sr.    President, Chief Operating      August 1, 1997
David A. Bloss, Sr.        Operating Officer and Director



/s/ Frederic B. Horne      Corporate Vice President and    August 1, 1997
Frederic B. Horne          Director


/s/ Noah T. Herndon        Director                        August 1, 1997
Noah T. Herndon


/s/ Wendy E. Lane          Director                        August 1, 1997
Wendy E. Lane


/s/ Gordon W. Moran        Director                        August 1, 1997
Gordon W. Moran


/s/ Daniel J. Murphy, III  Director                        August 1, 1997
Daniel J. Murphy, III




                          EXHIBIT INDEX

Exhibit  No.          Description                                     Page

  4.1      Restated Certificate of Incorporation,  as  amended (1)

  4.2      Amended and Restated By-laws (2)

  4.3      Watts Industries, Inc. 1996 Stock Option Plan

  5.1      Opinion of Goodwin, Procter & Hoar  LLP  as  to  the
           legality of the securities being registered

  23.1     Consent of Goodwin, Procter & Hoar  LLP  (included
           in Exhibit 5.1 hereto)

  23.2     Consent of Ernst & Young LLP,  Independent Auditors

  23.3     Consent of Deloitte & Touche,   Independent Auditors

  24.1     Powers of Attorney (included on signature page  to
           this registration statement)

_________________________

(1) Incorporated  by  reference to the relevant  exhibit  to  the
    Company's  Annual  Report  on  Form  10-K  filed   with   the
    Commission on September 28, 1995.
(2) Incorporated  by  reference to the relevant  exhibit  to  the
    Company's  Current  Report  on  Form  8-K  filed   with   the
    Commission on May 15, 1992.





                          Exhibit 4.3


                    WATTS INDUSTRIES, INC.

                     1996 STOCK OPTION PLAN

1.   PURPOSE

     The Watts Industries, Inc. 1996 Stock Option Plan (the

"Plan") is intended as a performance incentive for officers and

other employees of Watts Industries, Inc. (the "Company") or its

Subsidiaries (as hereinafter defined) to enable the persons to

whom options to purchase Common Stock (as defined in Section 3

below) are granted (the "Optionees") to acquire or increase a

proprietary interest in the success of the Company.  The Company

intends that this purpose will be effected by the granting of

"incentive stock options" ("Incentive Options") as defined in

Section 422 of the Internal Revenue Code of 1986, as amended (the

"Code"), and nonqualified stock options ("Nonqualified Options")

under the Plan.  The term "Subsidiaries" shall include any

corporation (other than the Company) in any unbroken chain of

corporations, beginning with the Company if each of the

corporations (other than the last corporation in the unbroken

chain) owns stock possessing 50% or more of the total combined

voting power of all classes of stock in one of the other

corporations in the chain.  Shares of Common Stock acquired or

acquirable upon exercise of options are referred to herein as

"Option Shares."

2.   OPTIONS TO BE ISSUED AND ADMINISTRATION

          (a)  Options granted under the Plan may be either

Incentive Options or Nonqualified Options, and shall be

designated as such at the time of grant.  To the extent that any

option intended to be an Incentive Option shall fail to qualify

as an "incentive stock option" under the Code, such option shall

be deemed to be a Nonqualified Option.  Nonqualified Options may

not be granted pursuant to the Plan until the earlier to occur of

(i) the date on which the sum of (x) the number of shares of

Common Stock purchased pursuant to the Watts Industries, Inc.

1989 Nonqualified Stock Option Plan, as amended (the "1989

Plan"), and (y) the number of shares of Common Stock subject to

outstanding Nonqualified Options issued under the 1989 Plan

equals the maximum number of shares of Common Stock reserved for

issuance under the 1989 Plan as set forth in Section 1 of the

1989 Plan and (ii) the expiration of the 1989 Plan.

          (b)  The Plan shall be administered by either the Board

of Directors of the Company or the Stock Option and Compensation

Committee of the Board of Directors or any successor committee

thereto appointed by the Board of Directors (the "Committee").

Action by the Committee shall require the affirmative vote of a

majority of all its members.  Each member of the Committee shall

be an "outside director" within the meaning of Section 162(m) of

the Code and the regulations promulgated thereunder, and a "non-

employee director" within the meaning of Rule 16b-3(a)(3) of the

Securities Exchange Act of 1934, as amended.  All references to

the "Committee" herein may also be deemed to refer to the Board

of Directors.

          (c)  Subject to the terms and conditions of the Plan,

the Committee shall have the power:

               (i)  To determine from time to time the options to

be issued to eligible persons under the Plan and to prescribe the

terms and provisions (which need not be identical) of options

issued under the Plan to such persons;

               (ii) To construe and interpret the Plan and

issuances thereunder and to establish, amend, and revoke rules

and regulations for administration of the Plan.  In this

connection, the Committee may correct any defect or supply any

omission, or reconcile any inconsistency in the Plan, in any

option agreement in the manner and to the extent it shall deem

necessary or expedient to make the Plan fully effective with all

decisions and determinations by the Committee in the exercise of

this power to be final and binding upon the Company and the

Optionees;

               (iii)     To accelerate the exercisability or

vesting of all or any portion of any option;

               (iv) Subject to the provisions of Section 5(a), to

extend the period in which options may be exercised; and

               (v)  Generally, to exercise such powers and to

perform such acts as are deemed necessary or expedient to promote

the best interests of the Company with respect to the Plan.

3.   STOCK

     The stock subject to the options granted under the Plan,

shall be shares of the Company's authorized but unissued Class A

Common Stock, par value $.10 per share (the "Common Stock").  The

total number of shares that may be issued under the Plan shall

not exceed an aggregate of 3,000,000 shares of Common Stock.

Such numbers shall be subject to adjustment as provided in

Section 7 hereof.

4.   ELIGIBILITY

          (a)  Options may be granted or issued only to officers

or other full-time employees of the Company or its Subsidiaries,

including members of the Board of Directors who are also

full-time employees of the Company or its Subsidiaries.

          (b)  No person shall be eligible to receive any

Incentive Option under the Plan if, at the date of grant, such

person beneficially owns (or is deemed to own under Section

424(d) of the Code) stock representing in excess of ten percent

of the voting power of all outstanding capital stock of the

Company or of any "parent corporation" or "subsidiary

corporation", as defined in Sections 424(e) and 424(f),

respectively, of the Code, unless notwithstanding anything in

this Plan to the contrary (i) the exercise price for Common Stock

subject to such option is at least 110% of the fair market value

of such Common Stock at the time of the grant determined as

provided below and (ii) the option by its terms is not

exercisable after the expiration of five years from the date of

grant thereof.

          (c)  Notwithstanding any other provision of the Plan,

the aggregate fair market value (determined as of the time the

option is granted) of the Common Stock with respect to which

Incentive Options are exercisable for the first time by any

individual during any calendar year (under all plans of the

Company and of all parent corporations and subsidiary

corporations, within the meaning of Sections 424(e) and 424(f),

respectively, of the Code) shall not exceed $100,000.  Any

Incentive Option granted under the Plan in excess of the

foregoing limitation shall be deemed a Nonqualified Option.

          (d)  Options with respect to no more than 100,000

shares of Common Stock may be granted to any one individual

during any one calendar year period.

5.   TERMS OF THE OPTION AGREEMENTS

     Subject to the terms and conditions of the Plan, each option

agreement shall contain such provisions as the Committee shall

from time to time deem appropriate.  Option agreements need not

be identical, but each option agreement by appropriate language

shall include the substance of all of the following provisions:

          (a)  Expiration; Termination of Employment.

Notwithstanding any other provision of the Plan or of any option

agreement, each option shall expire on the date specified in the

option agreement, which date in the case of any Incentive Option

shall not be more than ten years after the date on which the

option was granted (subject to Section 4(b)).  The Committee may

in its discretion specify, at the time an option is granted under

the Plan and subject to the agreement of the applicable Optionee

thereafter, a period or periods within which such option may be

exercised following retirement of the Optionee or termination of

the Optionee's employment with the Company or its Subsidiaries

for any reason, or upon the happening of any other event.

          (b)  Minimum Shares Exercisable.  Option agreements may

in the discretion of the Committee set forth a minimum number of

shares with respect to which an option may be exercised at any

one time.

          (c)  Exercise.  Options shall be exercisable in such

installments (which need not be equal) and at such time or times

(including upon the occurrence of such event or events) as may be

designated by the Committee.  To the extent not exercised,

installments shall accumulate and be exercisable, in whole or in

part, at any time after becoming exercisable, but not later than

the date the option expires.

          (d)  Exercise Price.  The exercise price per share of

Common Stock subject to each option shall be determined by the

Committee; provided, however, that the exercise price per share

of Common Stock subject to each Incentive Option shall not be

less than the fair market value of the Common Stock on the date

such Incentive Option is granted and the exercise price per share

of Common Stock subject to each Nonqualified Option shall not be

less than fifty percent (50%) of the fair market value of the

Common Stock on the date such Nonqualified Option is granted.

For the purposes of the Plan, the fair market value of the shares

subject to options granted hereunder shall be determined in good

faith by the Committee; provided, however, that if the Common

Stock is admitted to trading on a national securities exchange or

the NASDAQ National Market on the date the option is granted, the

fair market value shall not be less than the closing price

reported for the Common Stock on such exchange or system for such

date or, if no sales were reported for such date, for the last

date preceding such date for which a sale was reported.

          (e)  Rights of Optionees.  No Optionee shall be deemed

for any purpose to be the owner of any shares of Common Stock

subject to any option unless and until (i) the option shall have

been exercised pursuant to the terms thereof, (ii) all

requirements under applicable law and regulations shall have been

complied with to the satisfaction of the Company, (iii) the

Company shall have issued and delivered the shares to the

Optionee, and (iv) the Optionee's name shall have been entered as

a stockholder of record on the books of the Company.  Thereupon,

the Optionee shall have full dividend and other ownership rights

with respect to such shares of Common Stock.  Nothing in this

Plan or in any option shall confer upon any Optionee any right to

continue in the employ of the Company or any of its Subsidiaries

or interfere in any way with any right of the Company or any of

its Subsidiaries to terminate the Optionee's employment at any

time.

          (f)  Transfer.  No option granted hereunder shall be

transferable by the Optionee other than by will or by the laws of

descent and distribution, and such option may be exercised during

the Optionee's lifetime only by the Optionee.  Notwithstanding

the foregoing, the Committee may provide in an option agreement

that the Optionee may transfer, without consideration for the

transfer, such Optionee's Nonqualified Options to charitable or

other non-profit organizations that are exempt from taxation

under the Code, to members of his or her immediate family, to

trusts for the benefit of such family members and to partnerships

in which such family members are the only partners.

6.   METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE

          (a)  Any option granted under the Plan may, to the

extent then exercisable,  be exercised by the Optionee in whole

or, subject to Section 5(b) hereof, in part by delivering to the

Company on any business day a written notice specifying the

number of shares of Common Stock the Optionee then desires to

purchase pursuant to the exercise of an option (the "Notice").

          (b)  Payment for the shares of Common Stock purchased

pursuant to the exercise of an option shall be made either:  (i)

in cash, or by certified or bank check or other payment

acceptable to the Company, equal to the option exercise price for

the number of shares specified in the Notice (the "Total Option

Price"); (ii) if authorized by the applicable option agreement

and if permitted by law, by delivery of shares of Common Stock

that the Optionee may freely transfer and that have been held by

the Optionee free of any substantial risk of forfeiture for at

least six months having a fair market value, determined by

reference to the provisions of Section 5(d) hereof, equal to or

less than the Total Option Price, plus cash in an amount equal to

the difference, if any, of the Total Option Price less the fair

market value of such shares of Common Stock; or (iii) if

authorized by the applicable option agreement, by the Optionee

delivering the Notice to the Company together with irrevocable

instructions to a broker to promptly deliver the Total Option

Price to the Company in cash or by other method of payment

acceptable to the Company; provided, however, that the Optionee

and the broker shall comply with such procedures and enter into

such agreements of indemnity or other agreements as the Company

shall prescribe as a condition of payment under this clause

(iii).

          (c)  Payment instruments will be received subject to

collection.  The delivery of certificates representing shares of

Common Stock to be purchased pursuant to the exercise of an

option will be contingent upon the Company's receipt of the Total

Option Price and of any written representations from the Optionee

required by the Committee, and the fulfillment of any other

requirements contained in the option agreement or applicable

provisions of law.

7.   ADJUSTMENT UPON CHANGES IN CAPITALIZATION

          (a)  Subject to Section 8 hereof, if the shares of the

Company's Common Stock as a whole are increased, decreased,

changed into or exchanged for a different number or kind of

shares or securities of the Company, whether through merger,

consolidation, reorganization, recapitalization,

reclassification, stock dividend, stock split, combination of

shares, exchange of shares, change in corporate structure or the

like, an appropriate and proportionate adjustment shall be made

in the number and kind of shares subject to the Plan, and in the

number, kind, and per share exercise price of shares subject to

unexercised options or portions thereof granted prior to any such

change.  Subject to Section 8 hereof, in the event of any such

adjustment in an outstanding option, the Optionee thereafter

shall have the right to purchase the number of shares under such

option at the per share price, as so adjusted, which the Optionee

could purchase at the total purchase price applicable to the

option immediately prior to such adjustment.

          (b)  Adjustments under this Section 7 shall be

determined by the Committee and such determinations shall be

final, binding and conclusive.  The Committee shall have the

discretion and power in any such event to determine and to make

effective provisions for acceleration of the time or times at

which any option or portion thereof shall become exercisable.

8.   EFFECT OF CERTAIN TRANSACTIONS

     In the case of (i) the dissolution or liquidation of the

Company, (ii) a merger, reorganization or consolidation in which

the Company is acquired by another person or entity (other than a

holding company formed by the Company) or in which the Company is

not the surviving corporation, (iii) the sale of all or

substantially all of the assets of the Company to another person

or entity or (iv) the sale of all of the stock of the Company to

an unrelated person or entity, the Plan and the options issued

hereunder shall terminate upon the effectiveness of any such

transaction or event.  Notwithstanding the foregoing, in the

event of any transaction which will result in such a termination,

the Company shall give written notice of such transaction to the

Optionee at least sixty (60) days prior to the effective date of

any such transaction or the record date on which shareholders of

the Company entitled to participate in such transaction shall be

determined, whichever shall first occur.  Not later than thirty

(30) days prior to the effective date of such transaction, the

Optionee shall be entitled to purchase, subject to the

consummation of such transaction, all or any part of the Option

Shares (all of which shall be deemed vested as of the date of

such written notice), and this Option shall expire as to any

Option Shares not purchased prior to such date unless the Board

of Directors otherwise determines.

9.   TAX WITHHOLDING

          (a)  Each Optionee shall, no later than the exercise

date of any option, pay to the Company, or make arrangements

satisfactory to the Company regarding payment of, any federal,

state, or local taxes of any kind required by law to be withheld

with respect to such income.  The Company and its Subsidiaries

shall, to the extent permitted by law, have the right to deduct

any such taxes from any payment of any kind otherwise due to the

Optionee.

          (b)  An Optionee may elect to have his tax withholding

obligation satisfied, in whole or in part, by (i) authorizing the

Company to withhold from shares of Common Stock to be issued

pursuant to any option the number of shares with an aggregate

fair market value (determined by reference to the provisions of

Section 5(d) hereof), that would satisfy the withholding amount

due or (ii) transferring to the Company shares of Common Stock

owned by the Optionee with an aggregate fair market value

(determined by reference to the provisions of Section 5(d)

hereof) that would satisfy the withholding amount due.

10.  AMENDMENT OF THE PLAN

     The Board of Directors may discontinue the Plan or amend the

Plan at any time.  Plan amendments shall be subject to approval

by the Company's stockholders if and to the extent determined by

the Committee to be necessary to ensure that Incentive Options

granted under the Plan are qualified under Section 422 of the

Code.  Except as provided in Sections 7 and 8 hereof, rights and

obligations under any option granted before any discontinuance or

amendment of the Plan shall not be altered or impaired by such

discontinuance or amendment, except with the consent of the

Optionee.

11.  NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of the Plan by the Board of Directors

nor the submission of the Plan to the stockholders of the Company

for approval shall be construed as creating any limitations on

the power of the Board of Directors to adopt such other incentive

arrangements as it may deem desirable, including, without

limitation, the granting of stock or stock options otherwise than

under the Plan, and such arrangements may be either applicable

generally or only in specific cases.

12.  GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW

          (a)  The obligation of the Company to deliver shares of

Common Stock with respect to options granted under the Plan shall

be subject to all applicable laws, rules and regulations,

including all applicable federal and state securities laws, and

the obtaining of all such approvals by governmental agencies as

may be deemed necessary or appropriate by the Committee.

          (b)  The Plan shall be governed by Delaware law, except

to the extent that such law is preempted by federal law.

          (c)  Transactions under the Plan are intended to comply

with Rule 16b-3, as amended through August 15, 1996.

13.  EFFECTIVE DATE OF PLAN; STOCKHOLDER APPROVAL

     The Plan shall become effective upon the date that it is

approved by the Board of Directors of the Company; provided,

however, that the Plan shall be subject to the approval of the

Company's stockholders in accordance with applicable laws and

regulations at an annual or special meeting held within twelve

months of such effective date.  No options granted under the Plan

prior to such stockholder approval may be exercised until such

approval has been obtained.  No Incentive Options may be granted

under the Plan on or after the tenth anniversary of the effective

date of the Plan.



Adopted as of August 6, 1996







                       Exhibit 5.1


                         August 1, 1997



Watts Industries, Inc.
815 Chestnut Street
North Andover, MA  01845

          Re:  Watts Industries, Inc. 1996 Stock Option Plan

Ladies and Gentlemen:

     This opinion is furnished in connection with the
registration pursuant to the Securities Act of 1933, as amended
(the "Act"), of 3,000,000 shares (the "Shares") of Class A Common
Stock, par value $.10 per share (the "Class A Common Stock"), of
Watts Industries, Inc. (the "Company") which may be issued
pursuant to options granted under the Watts Industries, Inc. 1996
Stock Option Plan (the "Plan").

     We have acted as counsel to the Company in connection with
the registration of the Shares under the Act.  We have examined
the Restated Certificate of Incorporation, as amended, and the
Amended and Restated By-laws of the Company; such records of the
corporate proceedings of the Company as we deemed necessary; the
Plan; a registration statement on Form S-8 under the Act relating
to the Shares (the "Registration Statement"); and such other
certificates, receipts, records and documents as we considered
necessary for the purposes of this opinion.  We have assumed the
genuineness of all signatures, the conformity to the originals of
all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original
form, and the legal competence of each individual executing a
document.

     We are attorneys admitted to practice in the Commonwealth of
Massachusetts.  We express no opinion concerning the laws of any
jurisdictions other than the laws of the United States of
America, the Commonwealth of Massachusetts and the corporate laws
of the  State of Delaware.

     Based upon the foregoing, we are of the opinion that upon
the issuance and delivery of, and payment for, the Shares, in
accordance with the terms of the Registration Statement and the
Plan, the Shares will be legally issued, fully paid and non-
assessable shares of the Company's Class A Common Stock.

      The foregoing opinion assumes that all requisite steps will
be  taken  to  comply  with  the  requirements  of  the  Act  and
applicable  requirements of state laws regulating the  offer  and
sale  of securities.  The foregoing opinion further assumes  that
the  purchase price paid for the Shares will be in excess of  the
par value thereof.

      We  hereby  consent  to the filing of this  opinion  as  an
exhibit to the Registration Statement.

                                   Very truly yours,



                                   GOODWIN, PROCTER & HOAR  LLP




                            Exhibit 23.2


              Consent of Ernst & Young LLP, Independent Auditors

We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the 
Watts Industries, Inc. 1996 Stock Option Plan of our report dated August 6,
1996, with respect to the consolidated financial statements and schedule
of Watts Industries, Inc. included in its Annual Report (Form 10-K)
for the year ended June 30, 1996, filed with the Securities 
and Exchange Commission.

                                                   ERNST & YOUNG LLP

Boston, Massachusetts
August 1, 1997







                            Exhibit 23.3

August 1, 1997

               Independent Auditors' Consent 

We consent to the incorporation by reference in this Registration Statement
of Watts Industries, Inc. on Form S-8 of our report dated August 6, 1996
appearing in the Annual Report on Form 10-K of Watts Industries, Inc. for 
the year ended June 30, 1996.

Leiden, The Netherlands

Deloitte & Touche
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 57767}]
{"company-data": {"conformed-name": "WATTS INDUSTRIES INC", "cik": "0000795403", "assigned-sic": "3490", "irs-number": "042916536", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32685", "film-number": "97650286"}, "business-address": {"street1": "815 CHESTNUT ST", "city": "NORTH ANDOVER", "state": "MA", "zip": "01845", "phone": "5086881811"}, "mail-address": {"street1": "815 CHESTNUT STREET", "street2": "815 CHESTNUT STREET", "city": "NORTH ANDOVER", "state": "MA", "zip": "01845"}}
As filed with the Securities and Exchange Commission on August 1, 1997
                                             Registration Statement No. 33-

                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

                          WATTS INDUSTRIES, INC.
          (Exact name of Registrant as Specified in Its Charter)

      Delaware                                              04-2916536
(State of Incorporation)                   (I.R.S. Employer Identification #)
                           815 Chestnut Street
                         North Andover, MA 01845
                              (508) 688-1811
(Address, including zip code, and telephone number, including area code, of
                 Registrant's principal executive offices)

               WATTS INDUSTRIES, INC. 1996 STOCK OPTION PLAN
                         (Full Title of the Plan)

                           Thomas J. White, Esq.
                            Corporate Attorney
                           Watts Industries, Inc
                            815 Chestnut Street
                          North Andover, MA 01845
                              (508) 688-1811
 (Name, address, including zip code, and telephone number, including area
                        code, of agent for service)

                               With copy to:
                               _____________

                        Robert P. Whalen, Jr., Esq.
                        Goodwin, Procter & Hoar LLP
                              Exchange Place
                              53 State Street
                     Boston, Massachusetts 02109-2881
                              (617) 570-1000

                      CALCULATION OF REGISTRATION FEE
   Title of     Amount to be     Proposed       Proposed      Amount of
  Securities     Registered       Maximum        Maximum     Registration
     Being           (1)         Offering       Aggregate        Fee
  Registered                     Price Per      Offering
                                   Share          Price
Class A Common   232,500 shares   $16.375 (2)    $3,807,188    $1,154
Stock, $.10 par  2,767,500 shares $25.125 (3)    $69,533,438   $21,071
     value        
                   

(1) Plus  such  additional number of shares as may be required pursuant  to
    the  Watts  Industries, Inc 1996 Stock Option Plan in the  event  of  a
    stock  dividend,   stock  split  or similar  change  in  capitalization
    affecting the Class A Common Stock of the Registrant.
(2) The aggregate offering price and fee are computed based on the exercise
    price  of  the  option to purchase shares of the Registrant's  Class  A
    Common Stock, $.10 par value per share, which have been granted to date
    under  the  Watts Industries, Inc. 1996 Stock Option Plan in accordance
    with Rule 457(h) under the Securities Act of 1933.
(3) This  estimate  is  made  pursuant to Rule 457(c)  and  (h)  under  the
    Securities  Act of 1933, as amended (the "Securities Act"), solely  for
    the  purpose of determining the amount of the registration fee  and  is
    based  upon the average of the high and low prices for the Registrant's
    Class A Common Stock, $.10 par value per share, as reported on the  New
    York Stock Exchange on July 31, 1997.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

    Watts Industries, Inc. (the "Company") hereby incorporates by
reference  the  following documents which  have  previously  been
filed   with   the   Securities  and  Exchange  Commission   (the
"Commission"):

         (a)  The  Company's Annual Report on Form 10-K  for  the
fiscal year ended June 30, 1996;

        (b)  The Company's Quarterly Report on Form 10-Q for  the
        quarter ended September 30, 1996; the Company's Quarterly
        Report  on  Form 10-Q for the quarter ended December  31,
        1996; the Company's Quarterly Report on Form 10-Q for the
        quarter  ended  March  31, 1997;  the  Company's  Current
        Report  on  Form  8-K dated September 4,  1996;  and  the
        Company's Current Report on Form 8-K dated April 4, 1997;
        and

        (c)  The  description  of the Company's  Class  A  Common
        Stock,  $.10  par  value  per  share,  contained  in  the
        Company's  registration statement on Form 8-A dated  June
        22,   1995,   filed  with  the  Securities  and  Exchange
        Commission pursuant to Section 12 of the Exchange Act  of
        1934, as amended (the "Exchange Act"), and any amendments
        or  reports  filed  for  the  purpose  of  updating  such
        description.

     In  addition,  all  documents subsequently  filed  with  the
Securities  and  Exchange Commission by the Company  pursuant  to
Sections  13(a) and 13(c), Section 14 and Section  15(d)  of  the
Exchange  Act, prior to the filing of a post-effective  amendment
hereto that indicates that all securities offered hereunder  have
been  sold  or  that  deregisters all securities  then  remaining
unsold,  shall be deemed to be incorporated by reference in  this
registration statement and to be a part hereof from the  date  of
filing of such documents.

Item 4. Description of Securities.

    Not Applicable.

Item 5. Interests of Named Experts and Counsel.

    Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Subsection  (a)  of  Section 145  of  the  Delaware  General
Corporation Law (the "DGCL") empowers a corporation to  indemnify
any  person who was or is a party or is threatened to be  made  a
party  to  any threatened, pending or completed action,  suit  or
proceeding,   whether   civil,   criminal,   administrative    or
investigative  (other than an action by or in the  right  of  the
corporation) by reason of the fact that the person is  or  was  a
director, officer, employee or agent of the corporation, or is or
was  serving  at  the request of the corporation as  a  director,
officer,  employee or agent of another corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement  actually and reasonably incurred  by  the  person  in
connection  with such action, suit or proceeding  if  the  person
acted  in  good  faith  and  in a manner  the  person  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  the  person's
conduct  was  unlawful.  Under subsection (a) the termination  of
any  action,  suit or proceeding by judgment, order,  settlement,
conviction  or upon a plea of nolo contendere or its  equivalent,
shall  not,  of itself, create a presumption that the person  did
not act in good faith and in a manner which the person 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  reasonable cause to believe that  the  person's
conduct was unlawful.

     Subsection  (b)  of  Section 145  of  the  DGCL  empowers  a
corporation to indemnify any person who was or is a party  or  is
threatened  to  be  made  a party to any threatened,  pending  or
completed action or suit by or in the right of the corporation to
procure  a judgment in its favor by reason of the fact  that  the
person  is or was a director, officer, employee or agent  of  the
corporation,  or  is  or  was  serving  at  the  request  of  the
corporation as a director, officer, employee or agent of  another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise against expenses (including attorneys' fees)  actually
and  reasonably  incurred by the person in  connection  with  the
defense or settlement of such action or suit if the person  acted
in  good faith and in a manner the person reasonably believed  to
be in or not opposed to the best interests of the corporation and
except  that no indemnification shall be made in respect  of  any
claim,  issue or matter as to which such person shall  have  been
adjudged to be liable to the corporation unless and only  to  the
extent  that  the Court of Chancery or the court  in  which  such
action or suit was brought shall determine upon application that,
despite  the  adjudication of liability but in view  of  all  the
circumstances  of the case, such person is fairly and  reasonably
entitled  to  indemnity  for such expenses  which  the  Court  of
Chancery or such other court shall deem proper.

      Subsection   (d)  of  Section  145  of  the  DGCL   permits
indemnification under subsections (a) and (b) of Section 145 only
if authorized in the specific case following a determination that
the  individual seeking indemnification has met the  standard  of
conduct   required   by   the   applicable   subsection.     Such
determination  shall  be  made (1) by  a  majority  vote  of  the
directors who are not parties to such action, suit or proceeding,
even  though  less  than a quorum, or (2) if there  are  no  such
directors,  or if such directors so direct, by independent  legal
counsel in a written opinion, or (3) by the stockholders.

    Section 145 further provides that to the extent a director or
officer  of  a corporation has been successful on the  merits  or
otherwise  in defense of any action, suit or proceeding  referred
to  in  subsections (a) and (b) of Section 145, or in the defense
of  any  claim,  issue or matter therein,  he  or  she  shall  be
indemnified against expenses (including attorneys' fees) actually
and  reasonably  incurred by him or her in connection  therewith;
that  indemnification provided for by Section 145  shall  not  be
deemed  exclusive  of any other rights to which  the  indemnified
party  may  be  entitled; that indemnification  provided  for  by
Section  145 shall, unless otherwise provided when authorized  or
ratified,  continue  as  to a person  who  has  ceased  to  be  a
director,  officer,  employee or agent and  shall  inure  to  the
benefit of such person's heirs, executors and administrators; and
that  the  corporation  has the power to  purchase  and  maintain
insurance  on behalf of a director or officer of the  corporation
against any liability asserted against him or her and incurred by
him  or  her in any such capacity, or arising out of his  or  her
status  as  such  whether or not the corporation would  have  the
power  to  indemnify  him or her against such  liabilities  under
Section 145.

     Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the
personal  liability  of  a director to  the  corporation  or  its
stockholders for monetary damages for breach of fiduciary duty as
a  director  provided that such provision shall not eliminate  or
limit  the  liability of a director (i) for  any  breach  of  the
director's   duty   of   loyalty  to  the  corporation   or   its
stockholders,  (ii) for acts or omissions not in  good  faith  or
which  involve intentional misconduct or a knowing  violation  of
law,  (iii)  under  Section 174 of the  DGCL,  or  (iv)  for  any
transaction from which the director derived an improper  personal
benefit.

     Article  TENTH  of  the  Company's Restated  Certificate  of
Incorporation, as amended, states that:

     No director of the Company shall be personally liable to the
Company  or its stockholders for monetary damages for  breach  of
fiduciary  duty  as  a  director;  provided,  however,  that  the
foregoing  clause shall not apply to any liability of a  director
(i)  for  any  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)  under  Section  174  of  the  General
Corporation  Law  of  the  State of Delaware,  or  (iv)  for  any
transaction from which the director derived an improper  personal
benefit.  This Article shall not eliminate or limit the liability
of  a  director for any act or omission occurring  prior  to  the
effective  date  of  this Restated Certificate  of  Incorporation
under the laws of the State of Delaware.

     Article V of the Company's By-laws provides that the Company
shall indemnify, to the fullest extent permitted by the DGCL  (as
presently in effect or as hereafter amended):

     Any person who was or is a party or is threatened to be made
a  party to any threatened, pending or completed action, suit  or
proceeding,   whether   civil,   criminal,   administrative    or
investigative (other than an action or suit by or in the right of
the  Company) by reason of the fact that he is or was a  director
or officer of the Company, or is or was serving at the request of
the  Company  as  a  director or officer of another  corporation,
partnership,  joint  venture, trust or other enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines   and
amounts  paid in settlement actually and reasonably  incurred  by
him  in  connection with such suit, action or  proceeding  if  he
acted in good faith and in a manner he reasonably believed to  be
in or not opposed to the best interests of the Company, and, with
respect  to  any criminal action or proceeding, had no reasonable
cause  to  believe his conduct was unlawful.  The termination  of
any  action,  suit or proceeding by judgment, order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,
shall  not,  of itself, create a presumption that the person  did
not  act  in  good  faith  and in a manner  which  he  reasonably
believed  to  be in or not opposed to the best interests  of  the
Company  or,  with respect to any criminal action or  proceeding,
that  the person had reasonable cause to believe that his conduct
was unlawful.

     Any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by
or in the right of the Company to procure a judgment in its favor
by reason of the fact that he is or was a director or  officer of
the  Company, or is or was serving at the request of the  Company
as  a  director  or officer of another corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys' fees) actually and reasonably incurred  by
him  in  connection with the defense or settlement of such action
or  suit  if he acted in good faith and in a manner he reasonably
believed  to  be in or not opposed to the best interests  of  the
Company  and  except that no indemnification  shall  be  made  in
respect  of  any claim, issue or matter as to which  such  person
shall  have  been  adjudged  to  be  liable  for  negligence   or
misconduct in the performance of his duty to the Company  unless,
and  only to the extent that, the Court of Chancery of the  State
of Delaware or the court in which such action or suit was brought
shall  determine upon application that, despite the  adjudication
of  liability but in view of all the circumstances of  the  case,
such  person  is fairly and reasonably entitled to indemnity  for
such  expenses  which the Court of Chancery or such  other  court
shall deem proper.

     To  the extent that a director or officer of the Company has
been  successful  on the merits or otherwise in  defense  of  any
action,  suit  or  proceeding referred to in the two  immediately
preceding paragraphs, or in defense of any claim, issue or matter
therein,  he  shall  be indemnified against  expenses  (including
attorneys'  fees)  actually and reasonably  incurred  by  him  in
connection therewith.

     Article V of the Company's By-laws also authorizes the Board
of Directors of the Company, in its discretion to indemnify:

     Any person who was or is a party or is threatened to be made
a  party  to any threatened pending or completed action, suit  or
proceeding,   whether   civil,   criminal,   administrative    or
investigative  (other than an action by or in the  right  of  the
Company)  by reason of the fact that he is or was an employee  or
agent of the Company, or is or was serving at the request of  the
Company  as  a  director or as an employee or  agent  of  another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise,   against  expenses  (including   attorneys'   fees),
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred by him in connection with such action,  suit
or  proceeding  if  he acted in good faith and  in  a  manner  he
reasonably believed to be in or not opposed to the best interests
of  the  Company  and,  with respect to any  criminal  action  or
proceeding,  had no reasonable cause to believe his  conduct  was
unlawful.   The termination of any action, suit or proceeding  by
judgment, order, settlement, conviction, or upon a plea  of  nolo
contendere  or  its equivalent, shall not, of  itself,  create  a
presumption that the person did not act in good faith  and  in  a
manner  which he reasonably believed to be in or not  opposed  to
the  best  interests  of  the Company or,  with  respect  to  any
criminal  action  or proceeding, that the person  had  reasonable
cause to believe that his conduct was unlawful.

     Any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by
or in the right of the Company to procure a judgment in its favor
by  reason of the fact that he is or was an employee or agent  of
the  Company, or is or was serving at the request of the  Company
as  an  employee  or  agent of another corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys' fees) actually and reasonably incurred  by
him  in  connection with the defense or settlement of such action
or  suit  if he acted in good faith and in a manner he reasonably
believed  to  be in or not opposed to the best interests  of  the
Company  and  except that no indemnification  shall  be  made  in
respect  of  any claim, issue or matter as to which  such  person
shall  have  been  adjudged  to  be  liable  for  negligence   or
misconduct in the performance of his duty to the Company  unless,
and  only to the extent that, the Court of Chancery of the  State
of Delaware or the court in which such action or suit was brought
shall  determine upon application that, despite the  adjudication
of  liability but in view of all the circumstances of  the  case,
such  person  is fairly and reasonably entitled to indemnify  for
such  expenses  which the Court of Chancery or such  other  court
shall deem proper.

     Article  V  of  the Company's By-laws also includes  certain
provisions  relating  to  the scope of  the  indemnification  for
officers  and  directors of the Company and  the  procedures  for
determining entitlement to indemnification:

     Determination of Entitlement.  Any indemnification  pursuant
to Article V (unless required by law or ordered by a court) shall
be  made  by the Company only as authorized in the specific  case
upon  a  determination  that  indemnification  of  the  director,
officer, employee or agent is proper in the circumstances because
he  has  met  the  applicable standard of conduct  set  forth  in
Section 1 of Article V.  Such determination shall be made (a)  by
the  Board of Directors by a majority vote of a quorum consisting
of  directors  who  were  not parties to  such  action,  suit  or
proceeding, or (b) if such a quorum is not obtainable,  or,  even
if  obtainable a quorum of disinterested directors so directs, by
independent  legal counsel in a written opinion, or  (c)  by  the
stockholders of the Company.

     Advance Payments.  Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Company in
advance  of  the  final  disposition  of  such  action,  suit  or
proceeding, only as authorized by the Board of Directors  in  the
specific  case  (including by one or more directors  who  may  be
parties to such action, suit or proceeding), upon receipt  of  an
undertaking by or on behalf of the director, officer, employee or
agent  to  repay  such  amount  unless  it  shall  ultimately  be
determined  that he is entitled to be indemnified by the  Company
as authorized in Article V.

    Non-Exclusive Nature of Indemnification.  The indemnification
provided in Article V shall not be deemed exclusive of any  other
rights  to  which  any  person, whether or  not  entitled  to  be
indemnified hereunder, may be entitled under any statute, by-law,
agreement,  vote of stockholders or directors or otherwise,  both
as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue  as  to  a
person  who  has  ceased to be a director, officer,  employee  or
agent and shall inure to the benefit of the heirs, executors  and
administrators of such a person.  Each person who is or becomes a
director  or officer as aforesaid shall be deemed to have  served
or  to have continued to serve in such capacity in reliance  upon
the indemnity provided for in Article V.

     Insurance.   To  the  extent  obtainable,  the  Company  may
purchase and maintain insurance with reasonable limits on  behalf
of  any  person  who is or was a director, officer,  employee  or
agent of the Company, or is or was serving at the request of  the
Company  as  a  director, officer, employee or agent  of  another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising  out  of
such  person's  status as such, whether or not the Company  would
have  the  power to indemnify such person against such  liability
under  the provisions of the General Corporation Law of the State
of  Delaware  (as presently in effect or hereafter amended),  the
Restated Certificate of Incorporation or these By-laws.

     No Duplicate Payments.  The Company's indemnification  under
Section  1  of Article V of any person who is or was a  director,
officer,  employee or agent of the Company, or is or was  serving
at the request of the Company as a director, officer, employee or
agent  of another corporation, partnership, joint venture,  trust
or  other enterprise, shall be reduced by any amounts such person
receives  as  indemnification (i) under any policy  of  insurance
purchased and maintained on such person's behalf by the  Company,
(ii)  from such other Company, partnership, joint venture,  trust
or   other  enterprise,  or  (iii)  under  any  other  applicable
indemnification provision.

Item 7. Exemption from Registration Claimed.

    Not applicable.

Item 8. Exhibits.

     The  following  is  a  complete list of  exhibits  filed  or
incorporated by reference as part of this registration statement:

  Exhibit
    4.1   Restated Certificate of Incorporation, as amended,
          of the Company. (1)
    4.2   Amended and Restated By-laws of the Company. (2)
    4.3   Watts Industries, Inc. 1996 Stock Option Plan.
    5.1   Opinion of Goodwin, Procter & Hoar  LLP as to the
          legality of the securities being registered.
   23.1   Consent of Goodwin, Procter & Hoar  LLP (included
          in Exhibit 5.1 to this  Registration Statement).
   23.2   Consent of Ernst & Young LLP,  Independent Auditors.
   23.3   Consent of Deloitte & Touche,   Independent Auditors.
   24.1   Powers of Attorney (included on signature page  to
          this registration statement).
_____________________

(1)  Incorporated  by reference to the relevant  exhibit  to  the
     Company's  Annual  Report  on  Form  10-K   filed  with  the
     Commission on September 28, 1995.
(2)  Incorporated  by reference to the relevant  exhibit  to  the
     Company's  Current  Report  on  Form  8-K  filed  with   the
     Commission on May 15, 1992.

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;

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

                                 (iii)    To include any material
                    information  with  respect  to  the  plan  of
                    distribution not previously disclosed in  the
                    registration statement or any material change
                    to   such  information  in  the  registration
                    statement;

        provided,   however,   that  paragraphs   (a)(1)(i)   and
        (a)(1)(ii)   herein  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 undersigned registrant pursuant to Section 13  or
        Section  15(d) of the Exchange Act that are  incorporated
        by reference in the registration statement;

                 (2)  That,  for  the purpose of determining  any
        liability   under   the   Securities   Act,   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; and

                 (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,  each filing of the registrant's  annual
        report pursuant to Section 13(a) or 15(d) of the Exchange
        Act  (and,  where applicable, each filing of an  employee
        benefit plan's annual report pursuant to Section 15(d) of
        the  Exchange  Act) 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.

        (c)       Insofar   as  indemnification  for  liabilities
        arising  under  the Securities Act 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 Securities 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 Securities Act and  will  be
        governed  by  the  final  adjudication  of  such   issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
Watts  Industries, Inc. 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  Town  of  North  Andover,  Commonwealth  of
Massachusetts, on this 1st day of August, 1997.

                              WATTS INDUSTRIES, INC.

                              By:/s/ Timothy P. Horne
                                 Timothy P. Horne, Chairman of the Board and 
                                 Chief Executive Officer

     KNOW  ALL  MEN  BY THESE PRESENTS, that we, the  undersigned
officers and directors of Watts Industries, Inc. hereby severally
constitute  and appoint Timothy P. Horne and Kenneth  J.  McAvoy,
and  each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our
names   in  the  capacities  indicated  below,  the  Registration
Statement  on Form S-8 filed herewith and any and all  amendments
to  said  Registration Statement, and generally to  do  all  such
things  in  our  names  and  in our capacities  as  officers  and
directors  to enable Watts Industries, Inc.  to comply  with  the
provisions of the Securities Act of 1933, and all requirements of
the  Securities  and  Exchange Commission, hereby  ratifying  and
confirming  our  signatures as they may be  signed  by  our  said
attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.

     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 dates indicated.

 Signature                     Title                      Date

/s/ Timothy P. Horne       Chairman of the Board and       August 1, 1997
Timothy P. Horne           Chief Executive Officer

/s/ Kenneth J. McAvoy      Chief Financial Officer and     August 1, 1997
Kenneth J. McAvoy          Treasurer, Secretary and 
                           Director

/s/ David A. Bloss, Sr.    President, Chief Operating      August 1, 1997
David A. Bloss, Sr.        Operating Officer and Director

/s/ Frederic B. Horne      Corporate Vice President and    August 1, 1997
Frederic B. Horne          Director

/s/ Noah T. Herndon        Director                        August 1, 1997
Noah T. Herndon

/s/ Wendy E. Lane          Director                        August 1, 1997
Wendy E. Lane

/s/ Gordon W. Moran        Director                        August 1, 1997
Gordon W. Moran

/s/ Daniel J. Murphy, III  Director                        August 1, 1997
Daniel J. Murphy, III

                          EXHIBIT INDEX

Exhibit  No.          Description                                     Page

  4.1      Restated Certificate of Incorporation,  as  amended (1)

  4.2      Amended and Restated By-laws (2)

  4.3      Watts Industries, Inc. 1996 Stock Option Plan

  5.1      Opinion of Goodwin, Procter & Hoar  LLP  as  to  the
           legality of the securities being registered

  23.1     Consent of Goodwin, Procter & Hoar  LLP  (included
           in Exhibit 5.1 hereto)

  23.2     Consent of Ernst & Young LLP,  Independent Auditors

  23.3     Consent of Deloitte & Touche,   Independent Auditors

  24.1     Powers of Attorney (included on signature page  to
           this registration statement)

_________________________

(1) Incorporated  by  reference to the relevant  exhibit  to  the
    Company's  Annual  Report  on  Form  10-K  filed   with   the
    Commission on September 28, 1995.
(2) Incorporated  by  reference to the relevant  exhibit  to  the
    Company's  Current  Report  on  Form  8-K  filed   with   the
    Commission on May 15, 1992.

                          Exhibit 4.3

                    WATTS INDUSTRIES, INC.

                     1996 STOCK OPTION PLAN

1.   PURPOSE

     The Watts Industries, Inc. 1996 Stock Option Plan (the

"Plan") is intended as a performance incentive for officers and

other employees of Watts Industries, Inc. (the "Company") or its

Subsidiaries (as hereinafter defined) to enable the persons to

whom options to purchase Common Stock (as defined in Section 3

below) are granted (the "Optionees") to acquire or increase a

proprietary interest in the success of the Company.  The Company

intends that this purpose will be effected by the granting of

"incentive stock options" ("Incentive Options") as defined in

Section 422 of the Internal Revenue Code of 1986, as amended (the

"Code"), and nonqualified stock options ("Nonqualified Options")

under the Plan.  The term "Subsidiaries" shall include any

corporation (other than the Company) in any unbroken chain of

corporations, beginning with the Company if each of the

corporations (other than the last corporation in the unbroken

chain) owns stock possessing 50% or more of the total combined

voting power of all classes of stock in one of the other

corporations in the chain.  Shares of Common Stock acquired or

acquirable upon exercise of options are referred to herein as

"Option Shares."

2.   OPTIONS TO BE ISSUED AND ADMINISTRATION

          (a)  Options granted under the Plan may be either

Incentive Options or Nonqualified Options, and shall be

designated as such at the time of grant.  To the extent that any

option intended to be an Incentive Option shall fail to qualify

as an "incentive stock option" under the Code, such option shall

be deemed to be a Nonqualified Option.  Nonqualified Options may

not be granted pursuant to the Plan until the earlier to occur of

(i) the date on which the sum of (x) the number of shares of

Common Stock purchased pursuant to the Watts Industries, Inc.

1989 Nonqualified Stock Option Plan, as amended (the "1989

Plan"), and (y) the number of shares of Common Stock subject to

outstanding Nonqualified Options issued under the 1989 Plan

equals the maximum number of shares of Common Stock reserved for

issuance under the 1989 Plan as set forth in Section 1 of the

1989 Plan and (ii) the expiration of the 1989 Plan.

          (b)  The Plan shall be administered by either the Board

of Directors of the Company or the Stock Option and Compensation

Committee of the Board of Directors or any successor committee

thereto appointed by the Board of Directors (the "Committee").

Action by the Committee shall require the affirmative vote of a

majority of all its members.  Each member of the Committee shall

be an "outside director" within the meaning of Section 162(m) of

the Code and the regulations promulgated thereunder, and a "non-

employee director" within the meaning of Rule 16b-3(a)(3) of the

Securities Exchange Act of 1934, as amended.  All references to

the "Committee" herein may also be deemed to refer to the Board

of Directors.

          (c)  Subject to the terms and conditions of the Plan,

the Committee shall have the power:

               (i)  To determine from time to time the options to

be issued to eligible persons under the Plan and to prescribe the

terms and provisions (which need not be identical) of options

issued under the Plan to such persons;

               (ii) To construe and interpret the Plan and

issuances thereunder and to establish, amend, and revoke rules

and regulations for administration of the Plan.  In this

connection, the Committee may correct any defect or supply any

omission, or reconcile any inconsistency in the Plan, in any

option agreement in the manner and to the extent it shall deem

necessary or expedient to make the Plan fully effective with all

decisions and determinations by the Committee in the exercise of

this power to be final and binding upon the Company and the

Optionees;

               (iii)     To accelerate the exercisability or

vesting of all or any portion of any option;

               (iv) Subject to the provisions of Section 5(a), to

extend the period in which options may be exercised; and

               (v)  Generally, to exercise such powers and to

perform such acts as are deemed necessary or expedient to promote

the best interests of the Company with respect to the Plan.

3.   STOCK

     The stock subject to the options granted under the Plan,

shall be shares of the Company's authorized but unissued Class A

Common Stock, par value $.10 per share (the "Common Stock").  The

total number of shares that may be issued under the Plan shall

not exceed an aggregate of 3,000,000 shares of Common Stock.

Such numbers shall be subject to adjustment as provided in

Section 7 hereof.

4.   ELIGIBILITY

          (a)  Options may be granted or issued only to officers

or other full-time employees of the Company or its Subsidiaries,

including members of the Board of Directors who are also

full-time employees of the Company or its Subsidiaries.

          (b)  No person shall be eligible to receive any

Incentive Option under the Plan if, at the date of grant, such

person beneficially owns (or is deemed to own under Section

424(d) of the Code) stock representing in excess of ten percent

of the voting power of all outstanding capital stock of the

Company or of any "parent corporation" or "subsidiary

corporation", as defined in Sections 424(e) and 424(f),

respectively, of the Code, unless notwithstanding anything in

this Plan to the contrary (i) the exercise price for Common Stock

subject to such option is at least 110% of the fair market value

of such Common Stock at the time of the grant determined as

provided below and (ii) the option by its terms is not

exercisable after the expiration of five years from the date of

grant thereof.

          (c)  Notwithstanding any other provision of the Plan,

the aggregate fair market value (determined as of the time the

option is granted) of the Common Stock with respect to which

Incentive Options are exercisable for the first time by any

individual during any calendar year (under all plans of the

Company and of all parent corporations and subsidiary

corporations, within the meaning of Sections 424(e) and 424(f),

respectively, of the Code) shall not exceed $100,000.  Any

Incentive Option granted under the Plan in excess of the

foregoing limitation shall be deemed a Nonqualified Option.

          (d)  Options with respect to no more than 100,000

shares of Common Stock may be granted to any one individual

during any one calendar year period.

5.   TERMS OF THE OPTION AGREEMENTS

     Subject to the terms and conditions of the Plan, each option

agreement shall contain such provisions as the Committee shall

from time to time deem appropriate.  Option agreements need not

be identical, but each option agreement by appropriate language

shall include the substance of all of the following provisions:

          (a)  Expiration; Termination of Employment.

Notwithstanding any other provision of the Plan or of any option

agreement, each option shall expire on the date specified in the

option agreement, which date in the case of any Incentive Option

shall not be more than ten years after the date on which the

option was granted (subject to Section 4(b)).  The Committee may

in its discretion specify, at the time an option is granted under

the Plan and subject to the agreement of the applicable Optionee

thereafter, a period or periods within which such option may be

exercised following retirement of the Optionee or termination of

the Optionee's employment with the Company or its Subsidiaries

for any reason, or upon the happening of any other event.

          (b)  Minimum Shares Exercisable.  Option agreements may

in the discretion of the Committee set forth a minimum number of

shares with respect to which an option may be exercised at any

one time.

          (c)  Exercise.  Options shall be exercisable in such

installments (which need not be equal) and at such time or times

(including upon the occurrence of such event or events) as may be

designated by the Committee.  To the extent not exercised,

installments shall accumulate and be exercisable, in whole or in

part, at any time after becoming exercisable, but not later than

the date the option expires.

          (d)  Exercise Price.  The exercise price per share of

Common Stock subject to each option shall be determined by the

Committee; provided, however, that the exercise price per share

of Common Stock subject to each Incentive Option shall not be

less than the fair market value of the Common Stock on the date

such Incentive Option is granted and the exercise price per share

of Common Stock subject to each Nonqualified Option shall not be

less than fifty percent (50%) of the fair market value of the

Common Stock on the date such Nonqualified Option is granted.

For the purposes of the Plan, the fair market value of the shares

subject to options granted hereunder shall be determined in good

faith by the Committee; provided, however, that if the Common

Stock is admitted to trading on a national securities exchange or

the NASDAQ National Market on the date the option is granted, the

fair market value shall not be less than the closing price

reported for the Common Stock on such exchange or system for such

date or, if no sales were reported for such date, for the last

date preceding such date for which a sale was reported.

          (e)  Rights of Optionees.  No Optionee shall be deemed

for any purpose to be the owner of any shares of Common Stock

subject to any option unless and until (i) the option shall have

been exercised pursuant to the terms thereof, (ii) all

requirements under applicable law and regulations shall have been

complied with to the satisfaction of the Company, (iii) the

Company shall have issued and delivered the shares to the

Optionee, and (iv) the Optionee's name shall have been entered as

a stockholder of record on the books of the Company.  Thereupon,

the Optionee shall have full dividend and other ownership rights

with respect to such shares of Common Stock.  Nothing in this

Plan or in any option shall confer upon any Optionee any right to

continue in the employ of the Company or any of its Subsidiaries

or interfere in any way with any right of the Company or any of

its Subsidiaries to terminate the Optionee's employment at any

time.

          (f)  Transfer.  No option granted hereunder shall be

transferable by the Optionee other than by will or by the laws of

descent and distribution, and such option may be exercised during

the Optionee's lifetime only by the Optionee.  Notwithstanding

the foregoing, the Committee may provide in an option agreement

that the Optionee may transfer, without consideration for the

transfer, such Optionee's Nonqualified Options to charitable or

other non-profit organizations that are exempt from taxation

under the Code, to members of his or her immediate family, to

trusts for the benefit of such family members and to partnerships

in which such family members are the only partners.

6.   METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE

          (a)  Any option granted under the Plan may, to the

extent then exercisable,  be exercised by the Optionee in whole

or, subject to Section 5(b) hereof, in part by delivering to the

Company on any business day a written notice specifying the

number of shares of Common Stock the Optionee then desires to

purchase pursuant to the exercise of an option (the "Notice").

          (b)  Payment for the shares of Common Stock purchased

pursuant to the exercise of an option shall be made either:  (i)

in cash, or by certified or bank check or other payment

acceptable to the Company, equal to the option exercise price for

the number of shares specified in the Notice (the "Total Option

Price"); (ii) if authorized by the applicable option agreement

and if permitted by law, by delivery of shares of Common Stock

that the Optionee may freely transfer and that have been held by

the Optionee free of any substantial risk of forfeiture for at

least six months having a fair market value, determined by

reference to the provisions of Section 5(d) hereof, equal to or

less than the Total Option Price, plus cash in an amount equal to

the difference, if any, of the Total Option Price less the fair

market value of such shares of Common Stock; or (iii) if

authorized by the applicable option agreement, by the Optionee

delivering the Notice to the Company together with irrevocable

instructions to a broker to promptly deliver the Total Option

Price to the Company in cash or by other method of payment

acceptable to the Company; provided, however, that the Optionee

and the broker shall comply with such procedures and enter into

such agreements of indemnity or other agreements as the Company

shall prescribe as a condition of payment under this clause

(iii).

          (c)  Payment instruments will be received subject to

collection.  The delivery of certificates representing shares of

Common Stock to be purchased pursuant to the exercise of an

option will be contingent upon the Company's receipt of the Total

Option Price and of any written representations from the Optionee

required by the Committee, and the fulfillment of any other

requirements contained in the option agreement or applicable

provisions of law.

7.   ADJUSTMENT UPON CHANGES IN CAPITALIZATION

          (a)  Subject to Section 8 hereof, if the shares of the

Company's Common Stock as a whole are increased, decreased,

changed into or exchanged for a different number or kind of

shares or securities of the Company, whether through merger,

consolidation, reorganization, recapitalization,

reclassification, stock dividend, stock split, combination of

shares, exchange of shares, change in corporate structure or the

like, an appropriate and proportionate adjustment shall be made

in the number and kind of shares subject to the Plan, and in the

number, kind, and per share exercise price of shares subject to

unexercised options or portions thereof granted prior to any such

change.  Subject to Section 8 hereof, in the event of any such

adjustment in an outstanding option, the Optionee thereafter

shall have the right to purchase the number of shares under such

option at the per share price, as so adjusted, which the Optionee

could purchase at the total purchase price applicable to the

option immediately prior to such adjustment.

          (b)  Adjustments under this Section 7 shall be

determined by the Committee and such determinations shall be

final, binding and conclusive.  The Committee shall have the

discretion and power in any such event to determine and to make

effective provisions for acceleration of the time or times at

which any option or portion thereof shall become exercisable.

8.   EFFECT OF CERTAIN TRANSACTIONS

     In the case of (i) the dissolution or liquidation of the

Company, (ii) a merger, reorganization or consolidation in which

the Company is acquired by another person or entity (other than a

holding company formed by the Company) or in which the Company is

not the surviving corporation, (iii) the sale of all or

substantially all of the assets of the Company to another person

or entity or (iv) the sale of all of the stock of the Company to

an unrelated person or entity, the Plan and the options issued

hereunder shall terminate upon the effectiveness of any such

transaction or event.  Notwithstanding the foregoing, in the

event of any transaction which will result in such a termination,

the Company shall give written notice of such transaction to the

Optionee at least sixty (60) days prior to the effective date of

any such transaction or the record date on which shareholders of

the Company entitled to participate in such transaction shall be

determined, whichever shall first occur.  Not later than thirty

(30) days prior to the effective date of such transaction, the

Optionee shall be entitled to purchase, subject to the

consummation of such transaction, all or any part of the Option

Shares (all of which shall be deemed vested as of the date of

such written notice), and this Option shall expire as to any

Option Shares not purchased prior to such date unless the Board

of Directors otherwise determines.

9.   TAX WITHHOLDING

          (a)  Each Optionee shall, no later than the exercise

date of any option, pay to the Company, or make arrangements

satisfactory to the Company regarding payment of, any federal,

state, or local taxes of any kind required by law to be withheld

with respect to such income.  The Company and its Subsidiaries

shall, to the extent permitted by law, have the right to deduct

any such taxes from any payment of any kind otherwise due to the

Optionee.

          (b)  An Optionee may elect to have his tax withholding

obligation satisfied, in whole or in part, by (i) authorizing the

Company to withhold from shares of Common Stock to be issued

pursuant to any option the number of shares with an aggregate

fair market value (determined by reference to the provisions of

Section 5(d) hereof), that would satisfy the withholding amount

due or (ii) transferring to the Company shares of Common Stock

owned by the Optionee with an aggregate fair market value

(determined by reference to the provisions of Section 5(d)

hereof) that would satisfy the withholding amount due.

10.  AMENDMENT OF THE PLAN

     The Board of Directors may discontinue the Plan or amend the

Plan at any time.  Plan amendments shall be subject to approval

by the Company's stockholders if and to the extent determined by

the Committee to be necessary to ensure that Incentive Options

granted under the Plan are qualified under Section 422 of the

Code.  Except as provided in Sections 7 and 8 hereof, rights and

obligations under any option granted before any discontinuance or

amendment of the Plan shall not be altered or impaired by such

discontinuance or amendment, except with the consent of the

Optionee.

11.  NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of the Plan by the Board of Directors

nor the submission of the Plan to the stockholders of the Company

for approval shall be construed as creating any limitations on

the power of the Board of Directors to adopt such other incentive

arrangements as it may deem desirable, including, without

limitation, the granting of stock or stock options otherwise than

under the Plan, and such arrangements may be either applicable

generally or only in specific cases.

12.  GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW

          (a)  The obligation of the Company to deliver shares of

Common Stock with respect to options granted under the Plan shall

be subject to all applicable laws, rules and regulations,

including all applicable federal and state securities laws, and

the obtaining of all such approvals by governmental agencies as

may be deemed necessary or appropriate by the Committee.

          (b)  The Plan shall be governed by Delaware law, except

to the extent that such law is preempted by federal law.

          (c)  Transactions under the Plan are intended to comply

with Rule 16b-3, as amended through August 15, 1996.

13.  EFFECTIVE DATE OF PLAN; STOCKHOLDER APPROVAL

     The Plan shall become effective upon the date that it is

approved by the Board of Directors of the Company; provided,

however, that the Plan shall be subject to the approval of the

Company's stockholders in accordance with applicable laws and

regulations at an annual or special meeting held within twelve

months of such effective date.  No options granted under the Plan

prior to such stockholder approval may be exercised until such

approval has been obtained.  No Incentive Options may be granted

under the Plan on or after the tenth anniversary of the effective

date of the Plan.

Adopted as of August 6, 1996

                       Exhibit 5.1

                         August 1, 1997

Watts Industries, Inc.
815 Chestnut Street
North Andover, MA  01845

          Re:  Watts Industries, Inc. 1996 Stock Option Plan

Ladies and Gentlemen:

     This opinion is furnished in connection with the
registration pursuant to the Securities Act of 1933, as amended
(the "Act"), of 3,000,000 shares (the "Shares") of Class A Common
Stock, par value $.10 per share (the "Class A Common Stock"), of
Watts Industries, Inc. (the "Company") which may be issued
pursuant to options granted under the Watts Industries, Inc. 1996
Stock Option Plan (the "Plan").

     We have acted as counsel to the Company in connection with
the registration of the Shares under the Act.  We have examined
the Restated Certificate of Incorporation, as amended, and the
Amended and Restated By-laws of the Company; such records of the
corporate proceedings of the Company as we deemed necessary; the
Plan; a registration statement on Form S-8 under the Act relating
to the Shares (the "Registration Statement"); and such other
certificates, receipts, records and documents as we considered
necessary for the purposes of this opinion.  We have assumed the
genuineness of all signatures, the conformity to the originals of
all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original
form, and the legal competence of each individual executing a
document.

     We are attorneys admitted to practice in the Commonwealth of
Massachusetts.  We express no opinion concerning the laws of any
jurisdictions other than the laws of the United States of
America, the Commonwealth of Massachusetts and the corporate laws
of the  State of Delaware.

     Based upon the foregoing, we are of the opinion that upon
the issuance and delivery of, and payment for, the Shares, in
accordance with the terms of the Registration Statement and the
Plan, the Shares will be legally issued, fully paid and non-
assessable shares of the Company's Class A Common Stock.

      The foregoing opinion assumes that all requisite steps will
be  taken  to  comply  with  the  requirements  of  the  Act  and
applicable  requirements of state laws regulating the  offer  and
sale  of securities.  The foregoing opinion further assumes  that
the  purchase price paid for the Shares will be in excess of  the
par value thereof.

      We  hereby  consent  to the filing of this  opinion  as  an
exhibit to the Registration Statement.

                                   Very truly yours,

                                   GOODWIN, PROCTER & HOAR  LLP

                            Exhibit 23.2

              Consent of Ernst & Young LLP, Independent Auditors

We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the 
Watts Industries, Inc. 1996 Stock Option Plan of our report dated August 6,
1996, with respect to the consolidated financial statements and schedule
of Watts Industries, Inc. included in its Annual Report (Form 10-K)
for the year ended June 30, 1996, filed with the Securities 
and Exchange Commission.

                                                   ERNST & YOUNG LLP

Boston, Massachusetts
August 1, 1997

                            Exhibit 23.3

August 1, 1997

               Independent Auditors' Consent 

We consent to the incorporation by reference in this Registration Statement
of Watts Industries, Inc. on Form S-8 of our report dated August 6, 1996
appearing in the Annual Report on Form 10-K of Watts Industries, Inc. for 
the year ended June 30, 1996.

Leiden, The Netherlands

Deloitte & Touche