As filed with the Securities and Exchange Commission on November 29, 1995

                                             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. MANAGEMENT STOCK PURCHASE 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:
                               _____________

                          John R. LeClaire, P.C.
                          Goodwin, Procter & Hoar
                              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 Being  Registered (1) Maximum         Maximum         Registration
Registered                       Offering Price  Aggregate       Fee
                                 Per Share       Offering Price
Class A Common    1,000,000      $22.1875 (2)    $22,187,500     $7,650.86
Stock, $.10 par   shares                                         
value


(1) Plus  such  additional number of shares as may be required pursuant  to
    the  Watts Industries, Inc Management Stock Purchase 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) 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 November 24, 1995.

                             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 Quarterly Report on Form  10-Q  for  the
quarter ended September 30, 1995; and

         (b)  The  Company's Annual Report on  Form10-K  for  the
fiscal year ended June 30, 1995.

    (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 posteffective  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.

    Under Section 145 of the Delaware General Corporation Law, as
amended  (the  "DGCL"), the Company has the  power  to  indemnify
directors and officers under certain prescribed circumstances and
subject   to  certain  limitations  against  certain  costs   and
expenses,  including  attorneys'  fees  actually  and  reasonably
incurred  in  connection  with any action,  suit  or  proceeding,
whether  civil,  criminal, administrative  or  investigative,  to
which  any  of  them is a party by reason of his or  her  being  a
director or officer of the Company if it is determined that he or
she  acted in accordance with the applicable standard of  conduct
set forth in such statutory provisions.

     Section102(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  General
Corporation Law of the State of Delaware (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  Companyor,  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  a
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 Section1
of ArticleV.  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 ArticleV.

      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 ArticleV.

    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 Section1 of ArticleV 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. Management Stock Purchase Plan
     5.1   Opinion of Goodwin, Procter & Hoar as to the  legality
           of the securities being registered
    23.1   Consent  of  Goodwin,  Procter  &  Hoar  (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 posteffective 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 posteffective 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  posteffective
    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
    posteffective   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 29th day of November, 1995.

                              WATTS INDUSTRIES, INC.


                              By:   /s/ Timothy P. Horne
                                 Timothy  P.  Horne, Chairman  of the Board, 
                                 President 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 FormS-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, President November 29, 1995
Timothy P. Horne          and Chief Executive Officer

/s/ Kenneth J. McAvoy     Chief Financial Officer          November 29, 1995
Kenneth J. McAvoy         and Treasurer, Secretary 
                          and Director

/s/ David  A. Bloss, Sr.  Executive Vice President and     November 29, 1995
David A. Bloss, Sr.       Director

/s/ Frederic B. Horne     Corporate Vice President and     November 29, 1995
Frederic B. Horne         Director

/s/ Noah T. Herndon       Director                         November 29, 1995
Noah T. Herndon

/s/ Wendy E. Lane         Director                         November 29, 1995
Wendy E. Lane

/s/ Gordon W. Moran       Director                         November 29, 1995
Gordon W. Moran

/s/ Daniel J. Murphy, III Director                         November 29, 1995
Daniel J. Murphy, III

                           EXHIBIT INDEX

Exhibit No.           Description                                   Page*

  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. Management Stock Purchase Plan

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

 23.1      Consent of Goodwin, Procter & Hoar (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.

    *   Refers to sequentially numbered copy.




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As filed with the Securities and Exchange Commission on November 29, 1995

                                             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. MANAGEMENT STOCK PURCHASE 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:
                               _____________

                          John R. LeClaire, P.C.
                          Goodwin, Procter & Hoar
                              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 Being  Registered (1) Maximum         Maximum         Registration
Registered                       Offering Price  Aggregate       Fee
                                 Per Share       Offering Price
Class A Common    1,000,000      $22.1875 (2)    $22,187,500     $7,650.86
Stock, $.10 par   shares                                         
value

(1) Plus  such  additional number of shares as may be required pursuant  to
    the  Watts Industries, Inc Management Stock Purchase 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) 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 November 24, 1995.

                             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 Quarterly Report on Form  10-Q  for  the
quarter ended September 30, 1995; and

         (b)  The  Company's Annual Report on  Form10-K  for  the
fiscal year ended June 30, 1995.

    (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 posteffective  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.

    Under Section 145 of the Delaware General Corporation Law, as
amended  (the  "DGCL"), the Company has the  power  to  indemnify
directors and officers under certain prescribed circumstances and
subject   to  certain  limitations  against  certain  costs   and
expenses,  including  attorneys'  fees  actually  and  reasonably
incurred  in  connection  with any action,  suit  or  proceeding,
whether  civil,  criminal, administrative  or  investigative,  to
which  any  of  them is a party by reason of his or  her  being  a
director or officer of the Company if it is determined that he or
she  acted in accordance with the applicable standard of  conduct
set forth in such statutory provisions.

     Section102(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  General
Corporation Law of the State of Delaware (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  Companyor,  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  a
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 Section1
of ArticleV.  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 ArticleV.

      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 ArticleV.

    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 Section1 of ArticleV 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. Management Stock Purchase Plan
     5.1   Opinion of Goodwin, Procter & Hoar as to the  legality
           of the securities being registered
    23.1   Consent  of  Goodwin,  Procter  &  Hoar  (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 posteffective 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 posteffective 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  posteffective
    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
    posteffective   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 29th day of November, 1995.

                              WATTS INDUSTRIES, INC.

                              By:   /s/ Timothy P. Horne
                                 Timothy  P.  Horne, Chairman  of the Board, 
                                 President 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 FormS-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, President November 29, 1995
Timothy P. Horne          and Chief Executive Officer

/s/ Kenneth J. McAvoy     Chief Financial Officer          November 29, 1995
Kenneth J. McAvoy         and Treasurer, Secretary 
                          and Director

/s/ David  A. Bloss, Sr.  Executive Vice President and     November 29, 1995
David A. Bloss, Sr.       Director

/s/ Frederic B. Horne     Corporate Vice President and     November 29, 1995
Frederic B. Horne         Director

/s/ Noah T. Herndon       Director                         November 29, 1995
Noah T. Herndon

/s/ Wendy E. Lane         Director                         November 29, 1995
Wendy E. Lane

/s/ Gordon W. Moran       Director                         November 29, 1995
Gordon W. Moran

/s/ Daniel J. Murphy, III Director                         November 29, 1995
Daniel J. Murphy, III

                           EXHIBIT INDEX

Exhibit No.           Description                                   Page*

  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. Management Stock Purchase Plan

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

 23.1      Consent of Goodwin, Procter & Hoar (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.

    *   Refers to sequentially numbered copy.

222290.c3