SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

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

                                  PRAB, INC.
            (Exact name of registrant as specified in its charter)

             Michigan                                     38-1654849
   (State or other jurisdiction of                     (I.R.S. Employer 
    incorporation or organization)                    Identification No.)

        5944 E. Kilgore Road, P.O. Box 2121, Kalamazoo, Michigan 49003
  (Address, including zip code of registrant's principal executive offices)

                              PRAB ROBOTS, INC.
                       1982 INCENTIVE STOCK OPTION PLAN
                           (Full title of the plan)

                                GARY A. HERDER
                                  President
                                  Prab, Inc.
                             5944 E. Kilgore Road
                                P.O. Box 2121
                   Kalamazoo, Michigan 49003 (616) 382-8200
(Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

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

                                   Copy to:
                              JOHN R. COOK, ESQ.
                 Miller, Canfield, Paddock and Stone, P.L.C.
                           444 West Michigan Avenue
                          Kalamazoo, Michigan 49007
                                (616) 381-7030
<TABLE>
<CAPTION>
                                    CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------

                                                  Proposed maximum     Proposed maximum
   Title of each class of        Amount to be    offering price per   aggregate offering      Amount of
securities to be registered       registered          share (1)           price (1)        registration fee
<S>                              <C>                   <C>               <C>                   <C> 
       Common Stock,             52,500 shares         $1.935            $101,587.50           $100.00
      $.10 par value
<FN>
-----------------------------------------------------------------------------------------------------------
      (1) Pursuant to Rule 457(h)(1) under the Securities Act, the offering
price is based upon the average of the bid and asked price of the Common Stock
as reported on the NASDAQ "over the counter bulletin board" on May 19, 1995,
subject to the minimum $100 fee requirement.
</TABLE>
<PAGE>
                                   PART II

                   INFORMATION REQUIRED IN THE REGISTRATION
                                  STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The documents listed in (a), (b) and (c) below are incorporated in
this Registration Statement by reference. All documents subsequently filed by
the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents.

                  (a)      The registrant's Annual Report on Form 10-KSB for
         its fiscal year ended October 31, 1994;

                  (b)      The registrant's Quarterly Report on Form 10-QSB
         for the quarterly period ended January 31, 1995;

                  (c)      The description of the registrant's common stock, 
         $.10 par value (the "Common Stock"), included in the registrant's
         Form 8-A Registration Statement dated February 19, 1982 (No. 0-10187),
         as amended by the registrant's Form 8-A/A (Amendment No. 1) dated 
         May 25, 1995.


Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.

         The validity of the Common Stock being registered hereunder is being
passed upon for the Company by Miller, Canfield, Paddock and Stone, P.L.C.,
Kalamazoo, Michigan. Eric V. Brown, Sr., a director of the Company, is "of
counsel" to Miller, Canfield, Paddock and Stone, P.L.C.


Item 6.  Indemnification of Directors and Officers.

         The Michigan Business Corporation Act, as amended (the "MBCA") and
Article VIII of the registrant's Articles of Incorporation provide, under
certain circumstances, for indemnification by the registrant of the
registrant's directors and officers against liabilities and related expenses
incurred by them in such capacities.

         Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of the registrant out of the foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.


                                     -1-
<PAGE>
         Section 209(c) of the MBCA provides that the Articles of
Incorporation of a Michigan business corporation may contain a provision
providing that a director of the corporation is not personally liable to the
corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty, except that such a provision may not eliminate or
limit the liability of a director for (i) any breach of the director's duty of
loyalty to the corporation or its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of
law; (iii) a violation of Section 551(1) of the MBCA (relating to unauthorized
dividends or distributions to shareholders and unauthorized loans); or (iv)
any transaction from which the director derived an improper personal benefit.
At the 1988 Annual Meeting of registrant's shareholders, the shareholders
approved an amendment to registrant's Articles of Incorporation to include
such a provision, as well as the above-referenced provisions of Article VIII.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         The following exhibits are furnished with this Registration
Statement:

           Exhibit No.                          Description

             (4)                       Prab Robots, Inc. 1982 Incentive
                                       Stock Option Plan (filed as
                                       Exhibit A to registrant's proxy
                                       statement dated March 1, 1982, and
                                       incorporated herein by reference)

             (5)                       Opinion and consent of Miller,
                                       Canfield, Paddock and Stone, P.L.C.*

             (15)                      (not applicable)

             (23)(a)                   Consent of Miller, Canfield,
                                       Paddock and Stone, P.L.C.
                                       (contained in Exhibit (5))

             (23)(b)                   Consent of Plante & Moran, LLP*

             (24)                      Powers of attorney (contained in the
                                       signature pages hereto)

             (28)                      (not applicable)

             (99)                      (not applicable)

____________
*Filed herewith




                                     -2-
<PAGE>
Item 9.  Undertakings.

         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:

                           (i)      Include any prospectus required by 
                  Section 10(a)(3) of the Securities Act of 1933;

                           (ii)     Reflect in the prospectus any facts 
                  or events which, individually or together, represent a 
                  fundamental change in the information in this 
                  registration statement;

                           (iii)    Include any additional or changed 
                  material information on the plan of distribution;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         by the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference
         into the registration statement.

                  (2) For determining liability under the Securities Act of
         1933, to treat each post-effective amendment as a new registration
         statement of the securities offered, and the offering of such
         securities at that time to be the initial bona fide offering.

                  (3) To file a post-effective amendment to remove from
         registration any of the securities registered hereunder that remain
         unsold at the end of the offering.
























                                     -3-
<PAGE>



                                  SIGNATURES

         The Registrant. 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 Kalamazoo, State of Michigan, on May
25, 1995.

                              PRAB, INC.



                              By   /s/ John J. Wallace
                                   --------------------------
                                   John J. Wallace
                                   Chairman of the Board


         Each of the undersigned, in his capacity as a director or officer, or
both, as the case may be, of the registrant, does hereby appoint John J.
Wallace and Gary A. Herder and each of them severally, his true and lawful
attorney to execute in his name, place and stead, in his capacity as a
director or officer, or both, as the case may be, of the registrant, any and
all amendments to this Registration Statement and post-effective amendments
thereto and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have full power and authority to do and perform in the name
and on behalf of each of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises as fully, and for
all intents and purposes, as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.























                                     -4-
<PAGE>



Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.


     Signatures                         Title                         Date
     ----------                         -----                         ----

/s/ John J. Wallace                Chairman of the                 May 1, 1995
--------------------------         Board and Director
John J. Wallace

/s/ Gary A. Herder                 President, Principal            May 1, 1995
--------------------------         Executive Officer,
Gary A. Herder                     Principal Financial
                                   Officer, and Director

/s/ Eric V. Brown, Sr.             Secretary and Director          May 22, 1995
--------------------------
Eric V. Brown, Sr.

/s/ Robert J. Hamman               Director                        May 7, 1995
--------------------------
Robert J. Hamman

/s/ James H. Haas                  Director                        May 3, 1995
--------------------------
James H. Haas

/s/ Robert J. Skandalaris          Director                        May 2, 1995
--------------------------
Robert J. Skandalaris

/s/ Robert W. Klinge               Controller (Principal           May 1, 1995
--------------------------         Accountant)
Robert W. Klinge



<PAGE>



                                EXHIBIT INDEX



Exhibit No.                      Description
-----------                      -----------

                           Exhibits Filed Herewith
                           -----------------------

(5)             --      Opinion and consent of Miller, Canfield, Paddock and
                        Stone, P.L.C.

(23)(a)         --      Consent of Miller, Canfield, Paddock and Stone,
                        P.L.C. (contained in Exhibit (5))

(23)(b)         --      Consent of Plante & Moran, LLP

(24)            --      Powers of attorney (contained in the signature pages
                        hereto)


                      Exhibits Incorporated by Reference
                      ----------------------------------

(4)             --      Prab Robots, Inc. 1982 Incentive
                        Stock Option Plan (filed as Exhibit A to
                        registrant's proxy statement dated March 1,
                        1982)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13827}]
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

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

                                  PRAB, INC.
            (Exact name of registrant as specified in its charter)

             Michigan                                     38-1654849
   (State or other jurisdiction of                     (I.R.S. Employer 
    incorporation or organization)                    Identification No.)

        5944 E. Kilgore Road, P.O. Box 2121, Kalamazoo, Michigan 49003
  (Address, including zip code of registrant's principal executive offices)

                              PRAB ROBOTS, INC.
                       1982 INCENTIVE STOCK OPTION PLAN
                           (Full title of the plan)

                                GARY A. HERDER
                                  President
                                  Prab, Inc.
                             5944 E. Kilgore Road
                                P.O. Box 2121
                   Kalamazoo, Michigan 49003 (616) 382-8200
(Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

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

                                   Copy to:
                              JOHN R. COOK, ESQ.
                 Miller, Canfield, Paddock and Stone, P.L.C.
                           444 West Michigan Avenue
                          Kalamazoo, Michigan 49007
                                (616) 381-7030
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------

                                                  Proposed maximum     Proposed maximum
   Title of each class of        Amount to be    offering price per   aggregate offering      Amount of
securities to be registered       registered          share (1)           price (1)        registration fee
Common Stock,             52,500 shares         $1.935            $101,587.50           $100.00
      $.10 par value
-----------------------------------------------------------------------------------------------------------
      (1) Pursuant to Rule 457(h)(1) under the Securities Act, the offering
price is based upon the average of the bid and asked price of the Common Stock
as reported on the NASDAQ "over the counter bulletin board" on May 19, 1995,
subject to the minimum $100 fee requirement.
PART II

                   INFORMATION REQUIRED IN THE REGISTRATION
                                  STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The documents listed in (a), (b) and (c) below are incorporated in
this Registration Statement by reference. All documents subsequently filed by
the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents.

                  (a)      The registrant's Annual Report on Form 10-KSB for
         its fiscal year ended October 31, 1994;

                  (b)      The registrant's Quarterly Report on Form 10-QSB
         for the quarterly period ended January 31, 1995;

                  (c)      The description of the registrant's common stock, 
         $.10 par value (the "Common Stock"), included in the registrant's
         Form 8-A Registration Statement dated February 19, 1982 (No. 0-10187),
         as amended by the registrant's Form 8-A/A (Amendment No. 1) dated 
         May 25, 1995.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the Common Stock being registered hereunder is being
passed upon for the Company by Miller, Canfield, Paddock and Stone, P.L.C.,
Kalamazoo, Michigan. Eric V. Brown, Sr., a director of the Company, is "of
counsel" to Miller, Canfield, Paddock and Stone, P.L.C.

Item 6.  Indemnification of Directors and Officers.

         The Michigan Business Corporation Act, as amended (the "MBCA") and
Article VIII of the registrant's Articles of Incorporation provide, under
certain circumstances, for indemnification by the registrant of the
registrant's directors and officers against liabilities and related expenses
incurred by them in such capacities.

         Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of the registrant out of the foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.

                                     -1-
Section 209(c) of the MBCA provides that the Articles of
Incorporation of a Michigan business corporation may contain a provision
providing that a director of the corporation is not personally liable to the
corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty, except that such a provision may not eliminate or
limit the liability of a director for (i) any breach of the director's duty of
loyalty to the corporation or its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of
law; (iii) a violation of Section 551(1) of the MBCA (relating to unauthorized
dividends or distributions to shareholders and unauthorized loans); or (iv)
any transaction from which the director derived an improper personal benefit.
At the 1988 Annual Meeting of registrant's shareholders, the shareholders
approved an amendment to registrant's Articles of Incorporation to include
such a provision, as well as the above-referenced provisions of Article VIII.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are furnished with this Registration
Statement:

           Exhibit No.                          Description

             (4)                       Prab Robots, Inc. 1982 Incentive
                                       Stock Option Plan (filed as
                                       Exhibit A to registrant's proxy
                                       statement dated March 1, 1982, and
                                       incorporated herein by reference)

             (5)                       Opinion and consent of Miller,
                                       Canfield, Paddock and Stone, P.L.C.*

             (15)                      (not applicable)

             (23)(a)                   Consent of Miller, Canfield,
                                       Paddock and Stone, P.L.C.
                                       (contained in Exhibit (5))

             (23)(b)                   Consent of Plante & Moran, LLP*

             (24)                      Powers of attorney (contained in the
                                       signature pages hereto)

             (28)                      (not applicable)

             (99)                      (not applicable)

____________
*Filed herewith

                                     -2-
Item 9.  Undertakings.

         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:

                           (i)      Include any prospectus required by 
                  Section 10(a)(3) of the Securities Act of 1933;

                           (ii)     Reflect in the prospectus any facts 
                  or events which, individually or together, represent a 
                  fundamental change in the information in this 
                  registration statement;

                           (iii)    Include any additional or changed 
                  material information on the plan of distribution;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         by the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference
         into the registration statement.

                  (2) For determining liability under the Securities Act of
         1933, to treat each post-effective amendment as a new registration
         statement of the securities offered, and the offering of such
         securities at that time to be the initial bona fide offering.

                  (3) To file a post-effective amendment to remove from
         registration any of the securities registered hereunder that remain
         unsold at the end of the offering.

                                     -3-
SIGNATURES

         The Registrant. 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 Kalamazoo, State of Michigan, on May
25, 1995.

                              PRAB, INC.

                              By   /s/ John J. Wallace
                                   --------------------------
                                   John J. Wallace
                                   Chairman of the Board

         Each of the undersigned, in his capacity as a director or officer, or
both, as the case may be, of the registrant, does hereby appoint John J.
Wallace and Gary A. Herder and each of them severally, his true and lawful
attorney to execute in his name, place and stead, in his capacity as a
director or officer, or both, as the case may be, of the registrant, any and
all amendments to this Registration Statement and post-effective amendments
thereto and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have full power and authority to do and perform in the name
and on behalf of each of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises as fully, and for
all intents and purposes, as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.

                                     -4-
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

     Signatures                         Title                         Date
     ----------                         -----                         ----

/s/ John J. Wallace                Chairman of the                 May 1, 1995
--------------------------         Board and Director
John J. Wallace

/s/ Gary A. Herder                 President, Principal            May 1, 1995
--------------------------         Executive Officer,
Gary A. Herder                     Principal Financial
                                   Officer, and Director

/s/ Eric V. Brown, Sr.             Secretary and Director          May 22, 1995
--------------------------
Eric V. Brown, Sr.

/s/ Robert J. Hamman               Director                        May 7, 1995
--------------------------
Robert J. Hamman

/s/ James H. Haas                  Director                        May 3, 1995
--------------------------
James H. Haas

/s/ Robert J. Skandalaris          Director                        May 2, 1995
--------------------------
Robert J. Skandalaris

/s/ Robert W. Klinge               Controller (Principal           May 1, 1995
--------------------------         Accountant)
Robert W. Klinge
EXHIBIT INDEX

Exhibit No.                      Description
-----------                      -----------

                           Exhibits Filed Herewith
                           -----------------------

(5)             --      Opinion and consent of Miller, Canfield, Paddock and
                        Stone, P.L.C.

(23)(a)         --      Consent of Miller, Canfield, Paddock and Stone,
                        P.L.C. (contained in Exhibit (5))

(23)(b)         --      Consent of Plante & Moran, LLP

(24)            --      Powers of attorney (contained in the signature pages
                        hereto)

                      Exhibits Incorporated by Reference
                      ----------------------------------

(4)             --      Prab Robots, Inc. 1982 Incentive
                        Stock Option Plan (filed as Exhibit A to
                        registrant's proxy statement dated March 1,
                        1982)