As filed with the Securities and Exchange Commission on December 4, 1997
                                                          SEC Registration No.


                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


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


                  ENGINEERING MEASUREMENTS COMPANY
      (Exact name of registrant as specified in its charter)

       Colorado                                          84-0572936
(State or other Juris-                                 (IRS Employer
 diction of incorporation)                        Identification Number)

                        600 Diagonal Highway
                         Longmont, CO 80501
                 (Address of Principal Executive
                    Offices, including Zip Code)

                        1997 INCENTIVE PLAN
                     (Full title of the plan)

                          John Thompson
                 Engineering Measurements Company
                          P.O. Box 5000
                       600 Diagonal Highway
                        Longmont, CO 80501
                         (303) 651-0550
         (Name, Address, Including Zip Code, and Telephone
         Number, Including Area Code, of Agent for Service)

                            Copies to
                     Laurie P. Glasscock, Esq.
                  Chrisman, Bynum & Johnson, P.C.
                       1900 Fifteenth Street
                        Boulder, CO  80302
                          (303) 546-1300

                 CALCULATION OF REGISTRATION FEE

                                                  Proposed
                                   Proposed        maximum
                      Amount        maximum      aggregrate      Amount of
Title of securities    to be     offering price   offering      registration
to be registered     registered   per share (1)   price (1)          fee
______________________________________________________________________________

Common Stock
(No Par Value)       500,000      $5.25          $2,625,000.00  $889.83

(1)  Estimated solely for the purpose of calculating the registration fee.
Computed pursuant to Rule 457(c) using the last sale price for the Registrant's
Common Stock as quoted on the NASDAQ National Market System on December 2,
1997.

<PAGE>
                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

   The following documents and all other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all the Common Stock offered hereby has been sold or which
deregisters all such Common Stock then remaining unsold, are hereby incorporated
herein by reference to be a part of this Registration Statement from the date of
filing such documents:

   (a)  The Company's latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933;

   (b)  The Company's latest annual report on Form 10-K filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934;

   (c)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual reports referred to in (b) above;

   (d)  The description of the Common Stock which is contained in the Company's
Registration Statement No. 333-83166-D filed under the Securities Act of 1933;

   (e)  Articles of Incorporation and By-laws filed as Exhibits 2.1 and 2.2, 
respectively, to Registrant's Registration No. 2-69601 filed with the
Commission; and

   (f)  Articles of amendment to Articles of Incorporation as filed as Exhibit
3-1 to Registrant's 10-K for the fiscal year ended April 30, 1988 filed with
the Commission.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

   The Articles of Incorporation and Bylaws of the Company provide that the
Company shall indemnify to the fullest extent permitted by Colorado law 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, by reason of the
fact that he or she is or was a director or officer of the Company or is or was
serving at the request of the Company in any capacity and in any other
corporation, partnership, joint venture, trust or other enterprise.  The
Colorado Business Corporation Act (the "Colorado Act") permits the Company to
indemnify an officer or director who was or is a party or is threatened to be
made a party to any proceeding because of his or her position, if the officer or
director acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the Company or, if such officer or director was not
acting in an official capacity for the Company, he or she reasonably believed
the conduct was not opposed to the best interests of the Company.
Indemnification is mandatory if the officer or director was wholly successful,
on the merits or otherwise, in defending such proceeding.  Such indemnification
(other than as ordered by a court) shall be made by the Company only upon a
determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct.  Advances for such
indemnification may be made pending such determination.  Such determination
shall be made by a majority vote of a quorum consisting of disinterested
directors or of a committee of at least two disinterested directors, or by
independent legal counsel or by the shareholders.

<PAGE>
In addition, the Articles of Incorporation provide for the elimination, to the
extent permitted by Colorado law, of personal liability of directors to the
Company and its shareholders for monetary damages for breach of fiduciary duty
as directors.  The Colorado Act provides for the elimination of personal
liability of directors for damages occasioned by breach of fiduciary duty,
except for liability based on the director's duty of loyalty to the Company,
liability for acts or omissions not made in good faith, liability for acts or
omissions involving intentional misconduct, liability based on payments of
improper dividends, liability based on violations of state securities laws, and
liability for acts occurring prior to the date such provision was added.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.
         
Exhibit No.               Description of Exhibit

5.1        Opinion of Chrisman, Bynum & Johnson, P.C.

23.1       Consent of Chrisman, Bynum & Johnson, P.C. (included in Exhibit 5.1)

23.2       Consent of Grant Thornton LLP

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 and 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, 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.

       (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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   (c) (1)   The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each employee to whom the prospectus is sent
or given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report,
in which case the registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of the
employee.  If the last fiscal year of the registrant has ended within 120 days
prior to the use of the prospectus, the annual report of the registrant for the
preceding fiscal year may be so delivered, but within such 120 day period the
annual report for the last fiscal year will be furnished to each such employee.

       (2)   The undersigned registrant hereby undertakes to transmit or cause
to be transmitted to all employees participating in the plan who do not
otherwise receive such material as stockholders of the registrant, at the time
and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.

<PAGE>

                                 SIGNATURES


  Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Longmont, State of
Colorado, on the 3rd day of December, 1997.

                                         ENGINEERING MEASUREMENTS COMPANY

                                            
                                         By: /s/Charles E. Miller
                                         Charles E. Miller, CEO and President

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

SIGNATURE                   TITLE                         DATE


/s/Charles E. Miller        Chief Executive Officer,      December 3, 1997
Charles E. Miller           President, Chairman of the
                            Board, and Director

/s/Walter Kluck             Director                      December 3, 1997
Walter Kluck

/s/Thomas G. Miller         Director                      December 3, 1997
Thomas G. Miller, M.D

/s/William A. Ringer        Director                      December 3, 1997
William A. Ringer


<PAGE>
                                 EXHIBIT INDEX


Exhibit No.                 Description of Exhibit

5.1                 Opinion of Chrisman, Bynum & Johnson, P.C.

23.1                Consent of Chrisman, Bynum & Johnson, P.C.
                    (included in Exhibit 5.1)

23.2                Consent of Grant Thornton LLP

<PAGE>
December 2, 1997


Board of Directors
Engineering Measurements Co.
600 Diagonal Highway
Longmont, CO 80501

Re:     Registration Statement on Form S-8
        1997 Incentive Plan

Gentlemen:

We  are  counsel  for Engineering Measurements Co., a Colorado corporation  (the
"Company"),  in  connection  with a Registration  Statement  on  Form  S-8  (the
"Registration  Statement")  to be filed with the United  States  Securities  and
Exchange  Commission, pursuant to the Securities Act of 1933, as  amended.   The
Registration  Statement  covers a proposed offering of  500,000  shares  of  the
Company's Common Stock to be issued pursuant to the 1997 Incentive Plan.

In  connection  with our representation of the Company, we are  of  the  opinion
that:

1.   The  Company has been duly incorporated under Colorado law, and is  validly
     existing as a corporation in good standing under the laws of that state.

2.   The  500,000  shares of Common Stock proposed to be sold pursuant  to  this
     offering  will,  upon the purchase, receipt of full payment,  issuance  and
     delivery  of  such  shares in accordance with the  terms  of  the  offering
     described  in  the Registration Statement, be duly and validly  authorized,
     legally issued, fully paid and non-assessable.

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

Very truly yours,

/s/ Laurie P. Glasscock, Esq.
Laurie P. Glasscock, Esq.

LPG/rdm
cc:  Mr. John Thompson,
         Engineering Measurements Co.
     G. James Williams, Jr., Esq.
     NASDAQ
                                                       EXHIBITS 5.1 & 23.1
<PAGE>

               CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated June 13, 1997, accompanying the financial
statements of Engineering Measurements Company appearing in the Annual Report 
of the Company to its shareholders included in the Annual Report on Form 10-KSB
for the year ended April 30, 1997, which are incorporated by reference in the 
Registration Statement.  We consent to the incorporation by reference in the
Registration Statement of the aforementioned report.

/s/ Grant Thornton LLP
Grant Thornton LLP

Denver, Colorado
November 18, 1997

                                                               EXHIBIT 23.2
[{"type": "S-8", "sequence": "1", "description": "1997 INCENTIVE PLAN", "secsgml_size_bytes": 13810}]
{"company-data": {"conformed-name": "ENGINEERING MEASUREMENTS CO", "cik": "0000205303", "assigned-sic": "3823", "irs-number": "840572936", "state-of-incorporation": "CO", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41493", "film-number": "97732446"}, "business-address": {"street1": "600 DIAGONAL HWY", "city": "LONGMONT", "state": "CO", "zip": "80501", "phone": "3036510550"}, "mail-address": {"street1": "600 DIAGONAL HWY", "city": "LONGMONT", "state": "CO", "zip": "80501"}}
As filed with the Securities and Exchange Commission on December 4, 1997
                                                          SEC Registration No.

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

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

                  ENGINEERING MEASUREMENTS COMPANY
      (Exact name of registrant as specified in its charter)

       Colorado                                          84-0572936
(State or other Juris-                                 (IRS Employer
 diction of incorporation)                        Identification Number)

                        600 Diagonal Highway
                         Longmont, CO 80501
                 (Address of Principal Executive
                    Offices, including Zip Code)

                        1997 INCENTIVE PLAN
                     (Full title of the plan)

                          John Thompson
                 Engineering Measurements Company
                          P.O. Box 5000
                       600 Diagonal Highway
                        Longmont, CO 80501
                         (303) 651-0550
         (Name, Address, Including Zip Code, and Telephone
         Number, Including Area Code, of Agent for Service)

                            Copies to
                     Laurie P. Glasscock, Esq.
                  Chrisman, Bynum & Johnson, P.C.
                       1900 Fifteenth Street
                        Boulder, CO  80302
                          (303) 546-1300

                 CALCULATION OF REGISTRATION FEE

                                                  Proposed
                                   Proposed        maximum
                      Amount        maximum      aggregrate      Amount of
Title of securities    to be     offering price   offering      registration
to be registered     registered   per share (1)   price (1)          fee
______________________________________________________________________________

Common Stock
(No Par Value)       500,000      $5.25          $2,625,000.00  $889.83

(1)  Estimated solely for the purpose of calculating the registration fee.
Computed pursuant to Rule 457(c) using the last sale price for the Registrant's
Common Stock as quoted on the NASDAQ National Market System on December 2,
1997.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

   The following documents and all other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all the Common Stock offered hereby has been sold or which
deregisters all such Common Stock then remaining unsold, are hereby incorporated
herein by reference to be a part of this Registration Statement from the date of
filing such documents:

   (a)  The Company's latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933;

   (b)  The Company's latest annual report on Form 10-K filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934;

   (c)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual reports referred to in (b) above;

   (d)  The description of the Common Stock which is contained in the Company's
Registration Statement No. 333-83166-D filed under the Securities Act of 1933;

   (e)  Articles of Incorporation and By-laws filed as Exhibits 2.1 and 2.2, 
respectively, to Registrant's Registration No. 2-69601 filed with the
Commission; and

   (f)  Articles of amendment to Articles of Incorporation as filed as Exhibit
3-1 to Registrant's 10-K for the fiscal year ended April 30, 1988 filed with
the Commission.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

   The Articles of Incorporation and Bylaws of the Company provide that the
Company shall indemnify to the fullest extent permitted by Colorado law 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, by reason of the
fact that he or she is or was a director or officer of the Company or is or was
serving at the request of the Company in any capacity and in any other
corporation, partnership, joint venture, trust or other enterprise.  The
Colorado Business Corporation Act (the "Colorado Act") permits the Company to
indemnify an officer or director who was or is a party or is threatened to be
made a party to any proceeding because of his or her position, if the officer or
director acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the Company or, if such officer or director was not
acting in an official capacity for the Company, he or she reasonably believed
the conduct was not opposed to the best interests of the Company.
Indemnification is mandatory if the officer or director was wholly successful,
on the merits or otherwise, in defending such proceeding.  Such indemnification
(other than as ordered by a court) shall be made by the Company only upon a
determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct.  Advances for such
indemnification may be made pending such determination.  Such determination
shall be made by a majority vote of a quorum consisting of disinterested
directors or of a committee of at least two disinterested directors, or by
independent legal counsel or by the shareholders.
In addition, the Articles of Incorporation provide for the elimination, to the
extent permitted by Colorado law, of personal liability of directors to the
Company and its shareholders for monetary damages for breach of fiduciary duty
as directors.  The Colorado Act provides for the elimination of personal
liability of directors for damages occasioned by breach of fiduciary duty,
except for liability based on the director's duty of loyalty to the Company,
liability for acts or omissions not made in good faith, liability for acts or
omissions involving intentional misconduct, liability based on payments of
improper dividends, liability based on violations of state securities laws, and
liability for acts occurring prior to the date such provision was added.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.
         
Exhibit No.               Description of Exhibit

5.1        Opinion of Chrisman, Bynum & Johnson, P.C.

23.1       Consent of Chrisman, Bynum & Johnson, P.C. (included in Exhibit 5.1)

23.2       Consent of Grant Thornton LLP

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 and 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, 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.

       (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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   (c) (1)   The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each employee to whom the prospectus is sent
or given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report,
in which case the registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of the
employee.  If the last fiscal year of the registrant has ended within 120 days
prior to the use of the prospectus, the annual report of the registrant for the
preceding fiscal year may be so delivered, but within such 120 day period the
annual report for the last fiscal year will be furnished to each such employee.

       (2)   The undersigned registrant hereby undertakes to transmit or cause
to be transmitted to all employees participating in the plan who do not
otherwise receive such material as stockholders of the registrant, at the time
and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Longmont, State of
Colorado, on the 3rd day of December, 1997.

                                         ENGINEERING MEASUREMENTS COMPANY

                                            
                                         By: /s/Charles E. Miller
                                         Charles E. Miller, CEO and President

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

SIGNATURE                   TITLE                         DATE

/s/Charles E. Miller        Chief Executive Officer,      December 3, 1997
Charles E. Miller           President, Chairman of the
                            Board, and Director

/s/Walter Kluck             Director                      December 3, 1997
Walter Kluck

/s/Thomas G. Miller         Director                      December 3, 1997
Thomas G. Miller, M.D

/s/William A. Ringer        Director                      December 3, 1997
William A. Ringer
EXHIBIT INDEX

Exhibit No.                 Description of Exhibit

5.1                 Opinion of Chrisman, Bynum & Johnson, P.C.

23.1                Consent of Chrisman, Bynum & Johnson, P.C.
                    (included in Exhibit 5.1)

23.2                Consent of Grant Thornton LLP
December 2, 1997

Board of Directors
Engineering Measurements Co.
600 Diagonal Highway
Longmont, CO 80501

Re:     Registration Statement on Form S-8
        1997 Incentive Plan

Gentlemen:

We  are  counsel  for Engineering Measurements Co., a Colorado corporation  (the
"Company"),  in  connection  with a Registration  Statement  on  Form  S-8  (the
"Registration  Statement")  to be filed with the United  States  Securities  and
Exchange  Commission, pursuant to the Securities Act of 1933, as  amended.   The
Registration  Statement  covers a proposed offering of  500,000  shares  of  the
Company's Common Stock to be issued pursuant to the 1997 Incentive Plan.

In  connection  with our representation of the Company, we are  of  the  opinion
that:

1.   The  Company has been duly incorporated under Colorado law, and is  validly
     existing as a corporation in good standing under the laws of that state.

2.   The  500,000  shares of Common Stock proposed to be sold pursuant  to  this
     offering  will,  upon the purchase, receipt of full payment,  issuance  and
     delivery  of  such  shares in accordance with the  terms  of  the  offering
     described  in  the Registration Statement, be duly and validly  authorized,
     legally issued, fully paid and non-assessable.

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

Very truly yours,

/s/ Laurie P. Glasscock, Esq.
Laurie P. Glasscock, Esq.

LPG/rdm
cc:  Mr. John Thompson,
         Engineering Measurements Co.
     G. James Williams, Jr., Esq.
     NASDAQ
                                                       EXHIBITS 5.1 & 23.1
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated June 13, 1997, accompanying the financial
statements of Engineering Measurements Company appearing in the Annual Report 
of the Company to its shareholders included in the Annual Report on Form 10-KSB
for the year ended April 30, 1997, which are incorporated by reference in the 
Registration Statement.  We consent to the incorporation by reference in the
Registration Statement of the aforementioned report.

/s/ Grant Thornton LLP
Grant Thornton LLP

Denver, Colorado
November 18, 1997

                                                               EXHIBIT 23.2