Registration No. 33-__________
                                                                    
                              FORM S-8
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  
                         ELECTROSOURCE, INC.
         (Exact name of issuer as specified in its charter)
                                           
  Delaware                                 742466304
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)
  2809 Interstate 35 South                   
  San Marcos, Texas                          78666
(Address of Principal Executive           (Zip Code)
Offices)
                                                          
                       1996 STOCK OPTION PLAN
                        (Full title of plan)
                                  
                          Michael G. Semmens, President
                          Electrosource, Inc.
                          2809 Interstate 35 South
                          San Marcos, Texas  78666
               (Name and address of agent for service)
                                  
                           (512) 753-6500
    (Telephone number, including area code, of agent for service)
                                  
                          Copy to:
                          Bret Van Earp
                          Attorney at Law
                          100 Congress Avenue
                          Suite 1800
                          Austin, Texas  78701
                          
                   Calculation of Registration Fee
                                  
                                                 Proposed       
                                   Proposed      maximum        
 Title of           Amount to      maximum      aggregate   Amount of
 securities to be      be       offering price   offering   registrat
 registered        registered     per share     price (1)    ion fee

 Common Stock,
 $1.00 par value     960,000        $7.00       $6,720,000  $2,036.36
 per share           shares

  (1) Estimated solely for the purpose of determining the
registration fee and based upon the closing price quoted by NASDAQ
for a share of Electrosource, Inc. Common Stock on June 30, 1997.
                                  
                An Exhibit Index is found on Page 6.
                         Page 1 of 14 Pages.


    This  registration  statement  relates  to  960,000  shares   of
Electrosource, Inc. Common Stock, $1.00 par value per share (OCommon
StockO)  reserved  for issuance upon exercise of options  that  have
been  granted but not exercised or that may be granted  pursuant  to
the  1996 Stock Option Plan (the OPlanO) of Electrosource, Inc. (the
OCompanyO).
                                  
               Incorporation of Documents by Reference

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

   (1)      The CompanyOs Annual Report on Form 10-K for the  fiscal
year ended December 31, 1996;

   (2)   All other reports filed by the Company pursuant to  Section
13(a)  or Section 15(d) of the Exchange Act since December 31, 1996,
including the following:

         (i)   Form 8-K Current Report dated March 10, 1997;
        (ii)   Form 8-KA1 Current Report dated April 2, 1997;
       (iii)   Form 8-K Current Report dated April 3, 1997; and
        (iv)     The  Company's  Quarterly Report on Form  10-Q  for
                 the quarter ended March 31, 1997.

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

   All  documents  filed by the Company pursuant to Sections  13(a),
13(c),  14  or 15(d) of the Exchange Act subsequent to December  31,
1996, and prior to the filing of a post-effective amendment to  this
registration  statement indicating that all securities offered  have
been sold or which deregisters all securities then remaining unsold,
shall   be  deemed  to  be  incorporated  by  reference  into   this
registration  statement  and to be part thereof  from  the  date  of
filing of such documents.
                                  
                      Description of Securities
                                  
                           Not applicable
                                  
                            Legal Matters

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

  The financial statements of the Company appearing in the Company's
Annual Report (Form 10-K) for the year ended December 31, 1996, have
been  audited  by  Ernst & Young LLP, independent auditors,  as  set
forth  in  their  report  thereon  (which  contains  an  explanatory
paragraph  with  respect to substantial doubt  about  the  Company's
ability  to  continue  as  a  going concern)  included  therein  and
incorporated  herein  by reference.  Such financial  statements  are
incorporated herein by reference in reliance upon such report  given
upon  the  authority  of  such firm as  experts  in  accounting  and
auditing.
                                  
               Interests of Named Experts and Counsel
                                  
                           Not Applicable
                                  
              Indemnification of Directors and Officers

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

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

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

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

  The following exhibits are filed with or incorporated by reference
into this registration statement:
              
     Exhibit
              
     4.1      Articles Four, Seven, and Eight of the Restated
              Certificate of Incorporation of Electrosource,
              Inc. (filed as Exhibit 3.1 to registrant's
              Registration Statement on Form 10 filed October
              19, 1987 as amended by Form 8 Amendments filed
              January 8, 1988 and January 13, 1988 and
              incorporated herein by reference)
              
     4.2      1996 Stock Option Plan of Electrosource, Inc.
              
     5.1      Opinion re legality
              
     24.1     Consent of Ernst & Young LLP
              
     24.2     Consent of Bret Van Earp (included as part of
              Exhibit 5.1)
              
                                  
                            Undertakings

  The undersigned registrant hereby undertakes:

          (a)        To  file, during any period in which offers  or
          sales  are being made, a post-effective amendment to  this
          registration statement:

                    (i)  To include any prospectus required by section
                         10(a)(3) of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts  or
                events  arising  after  the effective  date  of  the
                registration  statement (or the  most  recent  post-
                effective amendment thereof) which, individually  or
                in  the  aggregate, reflect a fundamental change  in
                the   information  set  forth  in  the  registration
                statement;

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

     Provided, that paragraphs (a)(i) and (a)(ii) shall not apply if
     the  information  required to be included in  a  post-effective
     amendment by those paragraphs is contained in periodic  reports
     filed by the registrant pursuant to section 13 or section 15(d)
     of the Securities Exchange Act of 1934 that are incorporated by
     reference in the registration statement.

          (b)  That, for purposes of determining any liability under
          the  Securities  Act  of  1933, each  such  post-effective
          amendment  shall  be  deemed  to  be  a  new  registration
          statement  relating to the securities offered herein,  and
          the  offering  of such securities at that  time  shall  be
          deemed to be the initial bona fide offering thereof.

          (c)   To  remove  from registration by means  of  a  post-
          effective amendment any of the securities being registered
          which remain unsold at the termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes
     of  determining any liability under the Securities Act of 1933,
     each  filing  of  the  registrantOs annual report  pursuant  to
     section  13(a) of section 15(d) of the Securities Exchange  Act
     of  1934  that is incorporated by reference in the registration
     statement  shall  be deemed to be a new registration  statement
     relating to the securities offered therein, and the offering of
     such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     The  undersigned  registrant hereby undertakes  to  deliver  or
     cause  to  be delivered with the prospectus, to each person  to
     whom  the prospectus is sent or given, the latest annual report
     to  security holders that is incorporated by reference  in  the
     prospectus   and   furnished  pursuant  to  and   meeting   the
     requirements  of Rule 14aD3 or Rule 14cD3 under the  Securities
     Exchange  Act of 1934; and, where interim financial information
     required to be presented by Article 3 of Regulation SDX is  not
     set  forth  in  the  prospectus, to deliver,  or  cause  to  be
     delivered  to  each person to whom the prospectus  is  sent  or
     given,   the  latest  quarterly  report  that  is  specifically
     incorporated  by  reference in the prospectus to  provide  such
     interim financial information.


                             SIGNATURES
                                  
   Pursuant  to the requirements of the Securities Act of 1933,  the
registrant certifies that it has reasonable grounds to believe  that
it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Austin, State
of Texas, on July 11, 1997.

                                   ELECTROSOURCE, INC.
                                   (Registrant)



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

   Pursuant to the requirements of the Securities Act of 1933,  this
registration statement has been signed by the following  persons  in
the capacities and on the date indicated.
                                                              
        Signature                     Title                 Date
                                                              
                                                              
/s/ Michael G. Semmens      President and Chairman of  June 30, 1997
Michael G. Semmens          the Board of Directors
                            (Principal Executive Officer)
                                                              
                                                              
/s/  Richard S. Balzhiser   Director                   June 30, 1997
Richard S. Balzhiser
                                                              
                                                              
/s/  William R. Graham      Director                   June 30, 1997
William R. Graham
                                                              
                                                              
/s/  Norman Hackerman       Director                   June 30, 1997
Norman Hackerman
                                                              
                                                              
/s/  Charles L. Mathews     Director                   June 30, 1997
Charles L. Mathews
                                                              
                                                              
/s/  Nathan Morton          Director                   June 30, 1997
Nathan Morton
                                                              
                                                              
/s/  Richard S. Williamson  Director                   June 30, 1997
Richard S. Williamson
                                                              
                                                              
/s/  Thomas S. Wilson       Director                   June 30, 1997
Thomas S. Wilson
                                                              
                                                              
/s/  James M. Rosel         Vice President Finance     June 30, 1997
James M. Rosel              and General Counsel
                            (Chief Financial Officer)
                                                              
                                                              
/s/  Mary Beth Koenig       Treasurer and Controller   June 30, 1997
Mary Beth Koenig            (Principal Accounting
                            Officer)




                            EXHIBIT INDEX
                                  
Exhibit                                              Sequentially
                                                     Numbered Page
                                                           
4.1      Articles Four, Seven, and Eight of the           --
         Restated Certificate of Incorporation of
         Electrosource, Inc. (filed as Exhibit 3.1
         to registrant's Registration Statement on
         Form 10 filed October 19, 1987 as amended
         by Form 8 Amendments filed January 8, 1988
         and January 13, 1988 and incorporated
         herein by reference)
         
4.2      1996 Stock Option Plan of Electrosource,          7
         Inc.
         
5.1      Opinion re legality                              13
         
24.1     Consent of Ernst & Young                         14
         
24.2     Consent of Bret Van Earp (included as part       --
         of Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19557}]
{"company-data": {"conformed-name": "ELECTROSOURCE INC", "cik": "0000823927", "assigned-sic": "3690", "irs-number": "742466304", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31101", "film-number": "97639396"}, "business-address": {"street1": "2809 INTERSTATE 35 SOUTH", "city": "SAN MARCOS", "state": "TX", "zip": "78666", "phone": "512/753 6500"}, "mail-address": {"street1": "2809 INTERSTATE 35 SOUTH", "city": "SAN MARCOS", "state": "TX", "zip": "78666"}}
Registration No. 33-__________
                                                                    
                              FORM S-8
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  
                         ELECTROSOURCE, INC.
         (Exact name of issuer as specified in its charter)
                                           
  Delaware                                 742466304
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)
  2809 Interstate 35 South                   
  San Marcos, Texas                          78666
(Address of Principal Executive           (Zip Code)
Offices)
                                                          
                       1996 STOCK OPTION PLAN
                        (Full title of plan)
                                  
                          Michael G. Semmens, President
                          Electrosource, Inc.
                          2809 Interstate 35 South
                          San Marcos, Texas  78666
               (Name and address of agent for service)
                                  
                           (512) 753-6500
    (Telephone number, including area code, of agent for service)
                                  
                          Copy to:
                          Bret Van Earp
                          Attorney at Law
                          100 Congress Avenue
                          Suite 1800
                          Austin, Texas  78701
                          
                   Calculation of Registration Fee
                                  
                                                 Proposed       
                                   Proposed      maximum        
 Title of           Amount to      maximum      aggregate   Amount of
 securities to be      be       offering price   offering   registrat
 registered        registered     per share     price (1)    ion fee

 Common Stock,
 $1.00 par value     960,000        $7.00       $6,720,000  $2,036.36
 per share           shares

  (1) Estimated solely for the purpose of determining the
registration fee and based upon the closing price quoted by NASDAQ
for a share of Electrosource, Inc. Common Stock on June 30, 1997.
                                  
                An Exhibit Index is found on Page 6.
                         Page 1 of 14 Pages.

    This  registration  statement  relates  to  960,000  shares   of
Electrosource, Inc. Common Stock, $1.00 par value per share (OCommon
StockO)  reserved  for issuance upon exercise of options  that  have
been  granted but not exercised or that may be granted  pursuant  to
the  1996 Stock Option Plan (the OPlanO) of Electrosource, Inc. (the
OCompanyO).
                                  
               Incorporation of Documents by Reference

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

   (1)      The CompanyOs Annual Report on Form 10-K for the  fiscal
year ended December 31, 1996;

   (2)   All other reports filed by the Company pursuant to  Section
13(a)  or Section 15(d) of the Exchange Act since December 31, 1996,
including the following:

         (i)   Form 8-K Current Report dated March 10, 1997;
        (ii)   Form 8-KA1 Current Report dated April 2, 1997;
       (iii)   Form 8-K Current Report dated April 3, 1997; and
        (iv)     The  Company's  Quarterly Report on Form  10-Q  for
                 the quarter ended March 31, 1997.

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

   All  documents  filed by the Company pursuant to Sections  13(a),
13(c),  14  or 15(d) of the Exchange Act subsequent to December  31,
1996, and prior to the filing of a post-effective amendment to  this
registration  statement indicating that all securities offered  have
been sold or which deregisters all securities then remaining unsold,
shall   be  deemed  to  be  incorporated  by  reference  into   this
registration  statement  and to be part thereof  from  the  date  of
filing of such documents.
                                  
                      Description of Securities
                                  
                           Not applicable
                                  
                            Legal Matters

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

  The financial statements of the Company appearing in the Company's
Annual Report (Form 10-K) for the year ended December 31, 1996, have
been  audited  by  Ernst & Young LLP, independent auditors,  as  set
forth  in  their  report  thereon  (which  contains  an  explanatory
paragraph  with  respect to substantial doubt  about  the  Company's
ability  to  continue  as  a  going concern)  included  therein  and
incorporated  herein  by reference.  Such financial  statements  are
incorporated herein by reference in reliance upon such report  given
upon  the  authority  of  such firm as  experts  in  accounting  and
auditing.
                                  
               Interests of Named Experts and Counsel
                                  
                           Not Applicable
                                  
              Indemnification of Directors and Officers

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

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

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

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

  The following exhibits are filed with or incorporated by reference
into this registration statement:
              
     Exhibit
              
     4.1      Articles Four, Seven, and Eight of the Restated
              Certificate of Incorporation of Electrosource,
              Inc. (filed as Exhibit 3.1 to registrant's
              Registration Statement on Form 10 filed October
              19, 1987 as amended by Form 8 Amendments filed
              January 8, 1988 and January 13, 1988 and
              incorporated herein by reference)
              
     4.2      1996 Stock Option Plan of Electrosource, Inc.
              
     5.1      Opinion re legality
              
     24.1     Consent of Ernst & Young LLP
              
     24.2     Consent of Bret Van Earp (included as part of
              Exhibit 5.1)
              
                                  
                            Undertakings

  The undersigned registrant hereby undertakes:

          (a)        To  file, during any period in which offers  or
          sales  are being made, a post-effective amendment to  this
          registration statement:

                    (i)  To include any prospectus required by section
                         10(a)(3) of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts  or
                events  arising  after  the effective  date  of  the
                registration  statement (or the  most  recent  post-
                effective amendment thereof) which, individually  or
                in  the  aggregate, reflect a fundamental change  in
                the   information  set  forth  in  the  registration
                statement;

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

     Provided, that paragraphs (a)(i) and (a)(ii) shall not apply if
     the  information  required to be included in  a  post-effective
     amendment by those paragraphs is contained in periodic  reports
     filed by the registrant pursuant to section 13 or section 15(d)
     of the Securities Exchange Act of 1934 that are incorporated by
     reference in the registration statement.

          (b)  That, for purposes of determining any liability under
          the  Securities  Act  of  1933, each  such  post-effective
          amendment  shall  be  deemed  to  be  a  new  registration
          statement  relating to the securities offered herein,  and
          the  offering  of such securities at that  time  shall  be
          deemed to be the initial bona fide offering thereof.

          (c)   To  remove  from registration by means  of  a  post-
          effective amendment any of the securities being registered
          which remain unsold at the termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes
     of  determining any liability under the Securities Act of 1933,
     each  filing  of  the  registrantOs annual report  pursuant  to
     section  13(a) of section 15(d) of the Securities Exchange  Act
     of  1934  that is incorporated by reference in the registration
     statement  shall  be deemed to be a new registration  statement
     relating to the securities offered therein, and the offering of
     such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     The  undersigned  registrant hereby undertakes  to  deliver  or
     cause  to  be delivered with the prospectus, to each person  to
     whom  the prospectus is sent or given, the latest annual report
     to  security holders that is incorporated by reference  in  the
     prospectus   and   furnished  pursuant  to  and   meeting   the
     requirements  of Rule 14aD3 or Rule 14cD3 under the  Securities
     Exchange  Act of 1934; and, where interim financial information
     required to be presented by Article 3 of Regulation SDX is  not
     set  forth  in  the  prospectus, to deliver,  or  cause  to  be
     delivered  to  each person to whom the prospectus  is  sent  or
     given,   the  latest  quarterly  report  that  is  specifically
     incorporated  by  reference in the prospectus to  provide  such
     interim financial information.

                             SIGNATURES
                                  
   Pursuant  to the requirements of the Securities Act of 1933,  the
registrant certifies that it has reasonable grounds to believe  that
it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Austin, State
of Texas, on July 11, 1997.

                                   ELECTROSOURCE, INC.
                                   (Registrant)

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

   Pursuant to the requirements of the Securities Act of 1933,  this
registration statement has been signed by the following  persons  in
the capacities and on the date indicated.
                                                              
        Signature                     Title                 Date
                                                              
                                                              
/s/ Michael G. Semmens      President and Chairman of  June 30, 1997
Michael G. Semmens          the Board of Directors
                            (Principal Executive Officer)
                                                              
                                                              
/s/  Richard S. Balzhiser   Director                   June 30, 1997
Richard S. Balzhiser
                                                              
                                                              
/s/  William R. Graham      Director                   June 30, 1997
William R. Graham
                                                              
                                                              
/s/  Norman Hackerman       Director                   June 30, 1997
Norman Hackerman
                                                              
                                                              
/s/  Charles L. Mathews     Director                   June 30, 1997
Charles L. Mathews
                                                              
                                                              
/s/  Nathan Morton          Director                   June 30, 1997
Nathan Morton
                                                              
                                                              
/s/  Richard S. Williamson  Director                   June 30, 1997
Richard S. Williamson
                                                              
                                                              
/s/  Thomas S. Wilson       Director                   June 30, 1997
Thomas S. Wilson
                                                              
                                                              
/s/  James M. Rosel         Vice President Finance     June 30, 1997
James M. Rosel              and General Counsel
                            (Chief Financial Officer)
                                                              
                                                              
/s/  Mary Beth Koenig       Treasurer and Controller   June 30, 1997
Mary Beth Koenig            (Principal Accounting
                            Officer)

                            EXHIBIT INDEX
                                  
Exhibit                                              Sequentially
                                                     Numbered Page
                                                           
4.1      Articles Four, Seven, and Eight of the           --
         Restated Certificate of Incorporation of
         Electrosource, Inc. (filed as Exhibit 3.1
         to registrant's Registration Statement on
         Form 10 filed October 19, 1987 as amended
         by Form 8 Amendments filed January 8, 1988
         and January 13, 1988 and incorporated
         herein by reference)
         
4.2      1996 Stock Option Plan of Electrosource,          7
         Inc.
         
5.1      Opinion re legality                              13
         
24.1     Consent of Ernst & Young                         14
         
24.2     Consent of Bret Van Earp (included as part       --
         of Exhibit 5.1)