<PAGE>
 
      As filed with the Securities and Exchange Commission on May 3, 1996
                                               Registration No. 33-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
      --------------------------------------------------------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
      --------------------------------------------------------------------

                             POLYPHASE CORPORATION
             (Exact name of registrant as specified in its charter)

                NEVADA                              23-2708876
    (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)             Identification No.)

     16885 DALLAS PARKWAY, SUITE 400
             DALLAS, TEXAS                            75248
(Address of principal executive offices)            (Zip Code)

     --------------------------------------------------------------------

           1994 Employee Stock Option Plan for Polyphase Corporation
                                      and
                      Option Agreement for Pierre Koshakji
                           (Full title of the plans)

     --------------------------------------------------------------------

             PAUL A. TANNER                          COPY TO:
               PRESIDENT                     RONALD J. FRAPPIER, ESQ.
         POLYPHASE CORPORATION                 JENKENS & GILCHRIST,
    16885 DALLAS PARKWAY, SUITE 400        A PROFESSIONAL CORPORATION
         DALLAS, TEXAS  75248             1445 ROSS AVENUE, SUITE 3200
            (214) 732-0010                     DALLAS, TEXAS  75202
  (Name, address and telephone number
including area code of agent for service)

     --------------------------------------------------------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
                                                  AMOUNT           PROPOSED MAXIMUM       PROPOSED MAXIMUM
            TITLE OF CLASS OF                      TO BE            OFFERING PRICE           AGGREGATE              AMOUNT OF
       SECURITIES TO BE REGISTERED             REGISTERED(1)       PER SHARE(2)(3)      OFFERING PRICE(2)(3)   REGISTRATION FEE(3)
====================================================================================================================================
<S>                                          <C>                 <C>                    <C>                    <C>
Common Stock, $0.01 par value per share      857,143 Shares             $3.50                $2,955,001              $1,019
====================================================================================================================================

</TABLE>

          (1) The securities to be registered include 500,000 additional shares
              reserved for issuance under an amendment to the 1994 Employee
              Stock Option Plan for Polyphase Corporation (the "1994 ESOP") and
              357,143 shares reserved for issuance under the Option Agreement
              for Pierre Koshakji (the "OAPK" and, together with the 1994 ESOP,
              the "Plans") .

         (2)  Estimated solely for the purpose of calculating the registration
              fee.
         
         (3)  Calculated pursuant to Rule 457(c) and (h). Accordingly, the price
              per share of Common Stock offered hereunder pursuant to the Plans
              is based on (i) 500,000 additional shares of Common Stock reserved
              for issuance under the 1994 ESOP, but not subject to outstanding
              stock options, at a price per share of $3.41, which is the average
              of the highest and lowest price per share of Common Stock on the
              American Stock Exchange, Inc. on April 29, 1996, and (ii) 357,143
              shares of Common Stock reserved for issuance under the OAPK and
              subject to outstanding stock options at the exercise price of
              $3.50 per share.
================================================================================
               
<PAGE>
 
                                    PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

              (1) the registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended September 30, 1995;

              (2) the registrant's Quarterly Report on Form 10-Q filed with the
         Commission for the quarter ended December 31, 1995; and

              (3) the description of the Common Stock, par value $0.01 per
         share, of the registrant (the "Common Stock") set forth in the
         Registration Statement on Form 8-B, dated August 26, 1994, including
         any amendment or report filed for the purpose of updating such
         description.

         All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
         The Company is a Nevada corporation.  Section 78.751 of the General
Corporation Law of Nevada (the "NGCL") provides authority for broad
indemnification of officers, directors, employees and agents of a corporation.
The NGCL also permits a corporation to purchase and maintain liability insurance
on behalf of any such officer, director, employee or agent of a corporation.

         Reference is made to the Company's Articles of Incorporation and
Bylaws, which are included in this Registration Statement as Exhibits 4.1 and
4.2, respectively.  Article Tenth of the Company's Articles of Incorporation
provides that the Company shall have the power both to indemnify its directors,
officers, employees and agents to the extent currently allowed by the NGCL and
to purchase and maintain liability insurance on behalf of such persons.

         At the present time, the Company does not have any such liability
insurance, nor does the Company have indemnification agreements with any of its
directors, officers, employees or agents.

                                      II-1
<PAGE>
 
ITEM 8.  EXHIBITS.

         (a)  Exhibits.

                   The following documents are filed as a part of this 
                   registration statement.

         Exhibit                       Description of Exhibit
         -------                       ----------------------

          4.1*     Articles of Incorporation of the Company, as amended
          4.2      Bylaws of the Company (incorporated by reference from Exhibit
                   4.2 to the Form S-8 filed with the Commission on July 27,
                   1994 (the "1994 Form S-8")).
          4.3      1994 Employee Stock Option Plan for Polyphase Corporation
                   (incorporated by reference from Exhibit 4.9 to the 1994 Form
                   S-8).
          4.4*     Form of First Amendment to the 1994 Stock Option Plan for
                   Polyphase Corporation.
          4.5      Form of Incentive Stock Option Agreement for the 1994
                   Employee Stock Option Plan of Polyphase Corporation
                   (incorporated by reference from Exhibit 4.10 to the 1994 Form
                   S-8).
          4.6      Form of Nonqualified Stock Option Agreement for the 1994
                   Employee Stock Option Plan for Polyphase Corporation
                   (incorporated by reference from Exhibit 4.11 to the 1994 Form
                   S-8).
          4.7*     Option Agreement for Pierre Koshakji
          5.1*     Opinion of Jenkens & Gilchrist, a Professional Corporation
         23.1      Consent of Jenkens & Gilchrist, a Professional Corporation
                   (included in their opinion filed as Exhibit 5.1)
         23.2*     Consent of Ernst & Young LLP
         23.3*     Consent of Price Waterhouse LLP
         24.1      Power of Attorney (see signature page of this registration
                   statement)

________________________
*        Filed herewith.

ITEM 9.  UNDERTAKINGS.

         A.   The undersigned registrant hereby undertakes:

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

              (2) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and

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

         B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 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 Commission such
indemnification is against public policy as expressed in the Securities 

                                      II-2
<PAGE>
 
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 of 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.

                                      II-3
<PAGE>
 
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Dallas, Texas, on May 2, 1996.


                                       POLYPHASE CORPORATION


                                       By: /s/ Paul A. Tanner
                                           -------------------------------------
                                           Paul A. Tanner,
                                           President and Chief Executive Officer



                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Paul A. Tanner and William E. Shatley,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION> 
Signature                                 Office                   Date
- ---------                                 ------                   ----

<S>                          <C>                                <C>
/s/ Paul A. Tanner           President and Chief Executive      May 2, 1996
- --------------------------   Officer and Director (Principal
Paul A. Tanner               Executive Officer)


/s/ William E. Shatley       Senior Vice President              May 2, 1996
- --------------------------   (Principal
William E. Shatley           Finance and Accounting Officer)
 

/s/ James Rudis              Executive Vice President and       May 2, 1996
- --------------------------   Director
James Rudis


/s/ Harold Estes             Director                           May 2, 1996
- --------------------------
Harold Estes
</TABLE>

                                      II-4
<PAGE>
 
<TABLE>
<CAPTION> 
Signature                                 Office                   Date
- ---------                                 ------                   ----

<S>                          <C>                                <C>
/s/ Michael F. Buck
- --------------------------   Director                           May 2, 1996
Michael F. Buck


/s/ George R. Schrader       Director                           May 2, 1996
- --------------------------
George R. Schrader


/s/ Paul A. Tanner, Jr.      Director                           May 2, 1996
- --------------------------
Paul A. Tanner, Jr.
</TABLE>

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
                                                                                                   SEQUENTIALLY
EXHIBIT                                                                                              NUMBERED
NUMBER                                    DOCUMENT DESCRIPTION                                         PAGE
- -------                                   --------------------                                     ------------
<C>          <S>                                                                                   <C>
  4.1*       Articles of Incorporation of the Company, as amended
  4.2        Bylaws of the Company (incorporated by reference from Exhibit 4.2 to the 1994
             Form S-8)
  4.3        1994 Employee Stock Option Plan for Polyphase Corporation (incorporated by
             reference from Exhibit 4.9 to the 1994 Form S-8)
  4.4*       Form of First Amendment to the 1994 Stock Option Plan for Polyphase Corporation
  4.5        Form of Incentive Stock Option Agreement for the 1994 Employee Stock Option
             Plan of Polyphase Corporation (incorporated by reference from Exhibit 4.10 to the
             1994 Form S-8)
  4.6        Form of Nonqualified Stock Option Agreement for the 1994 Employee Stock
             Option Plan of Polyphase Corporation (incorporated by reference from Exhibit 4.11
             to the 1994 Form S-8)
  4.7*       Option Agreement for Pierre Koshakji
  5.1*       Opinion of Jenkens & Gilchrist, a Professional Corporation
 23.1        Consent of Jenkens & Gilchrist, a Professional Corporation (included in the firm's
             opinion filed as Exhibit 5.1)
 23.2*       Consent of Ernst & Young LLP
 23.3*       Consent of Price Waterhouse LLP
 24.1        Power of Attorney (see signature page of this registration statement)
</TABLE>

- -------------------
*  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "1994 ESOP & OPTION AGRMNT FOR PIERRE KASHAKJI", "secsgml_size_bytes": 17522}]
{"company-data": {"conformed-name": "POLYPHASE CORP", "cik": "0000748212", "assigned-sic": "5045", "irs-number": "232708876", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03333", "film-number": "96558140"}, "business-address": {"street1": "16885 DALLAS PARKWAY", "city": "DALLAS", "state": "TX", "zip": "75248", "phone": "2147320010"}, "mail-address": {"street1": "16885 DALLAS PKWY", "city": "DALLAS", "state": "TX", "zip": "75248"}, "former-company": {"former-conformed-name": "KAPPA NETWORKS INC", "date-changed": "19910721"}}
As filed with the Securities and Exchange Commission on May 3, 1996
                                               Registration No. 33-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
      --------------------------------------------------------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
      --------------------------------------------------------------------

                             POLYPHASE CORPORATION
             (Exact name of registrant as specified in its charter)

                NEVADA                              23-2708876
    (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)             Identification No.)

     16885 DALLAS PARKWAY, SUITE 400
             DALLAS, TEXAS                            75248
(Address of principal executive offices)            (Zip Code)

     --------------------------------------------------------------------

           1994 Employee Stock Option Plan for Polyphase Corporation
                                      and
                      Option Agreement for Pierre Koshakji
                           (Full title of the plans)

     --------------------------------------------------------------------

             PAUL A. TANNER                          COPY TO:
               PRESIDENT                     RONALD J. FRAPPIER, ESQ.
         POLYPHASE CORPORATION                 JENKENS & GILCHRIST,
    16885 DALLAS PARKWAY, SUITE 400        A PROFESSIONAL CORPORATION
         DALLAS, TEXAS  75248             1445 ROSS AVENUE, SUITE 3200
            (214) 732-0010                     DALLAS, TEXAS  75202
  (Name, address and telephone number
including area code of agent for service)

     --------------------------------------------------------------------

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                  AMOUNT           PROPOSED MAXIMUM       PROPOSED MAXIMUM
            TITLE OF CLASS OF                      TO BE            OFFERING PRICE           AGGREGATE              AMOUNT OF
       SECURITIES TO BE REGISTERED             REGISTERED(1)       PER SHARE(2)(3)      OFFERING PRICE(2)(3)   REGISTRATION FEE(3)
====================================================================================================================================
Common Stock, $0.01 par value per share      857,143 Shares             $3.50                $2,955,001              $1,019
====================================================================================================================================
(1) The securities to be registered include 500,000 additional shares
              reserved for issuance under an amendment to the 1994 Employee
              Stock Option Plan for Polyphase Corporation (the "1994 ESOP") and
              357,143 shares reserved for issuance under the Option Agreement
              for Pierre Koshakji (the "OAPK" and, together with the 1994 ESOP,
              the "Plans") .

         (2)  Estimated solely for the purpose of calculating the registration
              fee.
         
         (3)  Calculated pursuant to Rule 457(c) and (h). Accordingly, the price
              per share of Common Stock offered hereunder pursuant to the Plans
              is based on (i) 500,000 additional shares of Common Stock reserved
              for issuance under the 1994 ESOP, but not subject to outstanding
              stock options, at a price per share of $3.41, which is the average
              of the highest and lowest price per share of Common Stock on the
              American Stock Exchange, Inc. on April 29, 1996, and (ii) 357,143
              shares of Common Stock reserved for issuance under the OAPK and
              subject to outstanding stock options at the exercise price of
              $3.50 per share.
================================================================================
PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

              (1) the registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended September 30, 1995;

              (2) the registrant's Quarterly Report on Form 10-Q filed with the
         Commission for the quarter ended December 31, 1995; and

              (3) the description of the Common Stock, par value $0.01 per
         share, of the registrant (the "Common Stock") set forth in the
         Registration Statement on Form 8-B, dated August 26, 1994, including
         any amendment or report filed for the purpose of updating such
         description.

         All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
         The Company is a Nevada corporation.  Section 78.751 of the General
Corporation Law of Nevada (the "NGCL") provides authority for broad
indemnification of officers, directors, employees and agents of a corporation.
The NGCL also permits a corporation to purchase and maintain liability insurance
on behalf of any such officer, director, employee or agent of a corporation.

         Reference is made to the Company's Articles of Incorporation and
Bylaws, which are included in this Registration Statement as Exhibits 4.1 and
4.2, respectively.  Article Tenth of the Company's Articles of Incorporation
provides that the Company shall have the power both to indemnify its directors,
officers, employees and agents to the extent currently allowed by the NGCL and
to purchase and maintain liability insurance on behalf of such persons.

         At the present time, the Company does not have any such liability
insurance, nor does the Company have indemnification agreements with any of its
directors, officers, employees or agents.

                                      II-1
ITEM 8.  EXHIBITS.

         (a)  Exhibits.

                   The following documents are filed as a part of this 
                   registration statement.

         Exhibit                       Description of Exhibit
         -------                       ----------------------

          4.1*     Articles of Incorporation of the Company, as amended
          4.2      Bylaws of the Company (incorporated by reference from Exhibit
                   4.2 to the Form S-8 filed with the Commission on July 27,
                   1994 (the "1994 Form S-8")).
          4.3      1994 Employee Stock Option Plan for Polyphase Corporation
                   (incorporated by reference from Exhibit 4.9 to the 1994 Form
                   S-8).
          4.4*     Form of First Amendment to the 1994 Stock Option Plan for
                   Polyphase Corporation.
          4.5      Form of Incentive Stock Option Agreement for the 1994
                   Employee Stock Option Plan of Polyphase Corporation
                   (incorporated by reference from Exhibit 4.10 to the 1994 Form
                   S-8).
          4.6      Form of Nonqualified Stock Option Agreement for the 1994
                   Employee Stock Option Plan for Polyphase Corporation
                   (incorporated by reference from Exhibit 4.11 to the 1994 Form
                   S-8).
          4.7*     Option Agreement for Pierre Koshakji
          5.1*     Opinion of Jenkens & Gilchrist, a Professional Corporation
         23.1      Consent of Jenkens & Gilchrist, a Professional Corporation
                   (included in their opinion filed as Exhibit 5.1)
         23.2*     Consent of Ernst & Young LLP
         23.3*     Consent of Price Waterhouse LLP
         24.1      Power of Attorney (see signature page of this registration
                   statement)

________________________
*        Filed herewith.

ITEM 9.  UNDERTAKINGS.

         A.   The undersigned registrant hereby undertakes:

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

              (2) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and

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

         B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 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 Commission such
indemnification is against public policy as expressed in the Securities 

                                      II-2
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 of 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.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Dallas, Texas, on May 2, 1996.

                                       POLYPHASE CORPORATION

                                       By: /s/ Paul A. Tanner
                                           -------------------------------------
                                           Paul A. Tanner,
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Paul A. Tanner and William E. Shatley,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                 Office                   Date
- ---------                                 ------                   ----
/s/ Paul A. Tanner           President and Chief Executive      May 2, 1996
- --------------------------   Officer and Director (Principal
Paul A. Tanner               Executive Officer)

/s/ William E. Shatley       Senior Vice President              May 2, 1996
- --------------------------   (Principal
William E. Shatley           Finance and Accounting Officer)
 

/s/ James Rudis              Executive Vice President and       May 2, 1996
- --------------------------   Director
James Rudis

/s/ Harold Estes             Director                           May 2, 1996
- --------------------------
Harold Estes
II-4
Signature                                 Office                   Date
- ---------                                 ------                   ----
/s/ Michael F. Buck
- --------------------------   Director                           May 2, 1996
Michael F. Buck

/s/ George R. Schrader       Director                           May 2, 1996
- --------------------------
George R. Schrader

/s/ Paul A. Tanner, Jr.      Director                           May 2, 1996
- --------------------------
Paul A. Tanner, Jr.
II-5
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT                                                                                              NUMBERED
NUMBER                                    DOCUMENT DESCRIPTION                                         PAGE
- -------                                   --------------------                                     ------------
4.1*       Articles of Incorporation of the Company, as amended
  4.2        Bylaws of the Company (incorporated by reference from Exhibit 4.2 to the 1994
             Form S-8)
  4.3        1994 Employee Stock Option Plan for Polyphase Corporation (incorporated by
             reference from Exhibit 4.9 to the 1994 Form S-8)
  4.4*       Form of First Amendment to the 1994 Stock Option Plan for Polyphase Corporation
  4.5        Form of Incentive Stock Option Agreement for the 1994 Employee Stock Option
             Plan of Polyphase Corporation (incorporated by reference from Exhibit 4.10 to the
             1994 Form S-8)
  4.6        Form of Nonqualified Stock Option Agreement for the 1994 Employee Stock
             Option Plan of Polyphase Corporation (incorporated by reference from Exhibit 4.11
             to the 1994 Form S-8)
  4.7*       Option Agreement for Pierre Koshakji
  5.1*       Opinion of Jenkens & Gilchrist, a Professional Corporation
 23.1        Consent of Jenkens & Gilchrist, a Professional Corporation (included in the firm's
             opinion filed as Exhibit 5.1)
 23.2*       Consent of Ernst & Young LLP
 23.3*       Consent of Price Waterhouse LLP
 24.1        Power of Attorney (see signature page of this registration statement)
- -------------------
*  Filed herewith.