<PAGE> 1

As filed with the Securities and Exchange Commission on July 22, 1994.
Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 50549

                                    FORM S-8
                          Registration Statement under
                           the Securities Act of 1933

                             THOMAS INDUSTRIES INC.
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                  61-0505332
(State or Other Jurisdiction of                    (I.R.S. Employer
 Incorporation or Organization)                    Identification No.)

                        4360 Brownsboro Road, Suite 300
                           Louisville, Kentucky 40207
                    (Address of Principal Executive Offices)

                             THOMAS INDUSTRIES INC.
                     NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

         Phillip J. Stuecker
 Secretary, Vice President of Finance,
     and Chief Financial Officer
        Thomas Industries Inc.                       502/893-4600
   4360 Brownsboro Road, Suite 300
     Louisville, Kentucky 40207             (Telephone Number, Including Area
(Name and Address of Agent for Service)      Code, of Agent for Service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                             Proposed   Proposed
        Title of                             Maximum    Maximum
       Securities              Amount        Offering   Aggregate   Amount of
         to be                  to be        Price Per  Offering   Registration
       Registered            Registered (1)  Share (2)  Price (2)      Fee
       <C>                   <C>             <C>        <C>        <C>

Common Stock, par value      250,000 Shares   $14.44   $3,610,000     $1,245
$1.00 including Preferred
Stock Purchase Rights (3)

<FN>

(1)  An undetermined number of additional shares may be issued if the anti-
     dilution provisions of the plan become operative.
(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) and (h) under the Securities Act of 1933 on
     the basis of the average of the high and low prices of the Common Stock
     as reported on the New York Stock Exchange on July 20, 1994.
(3)  Prior to the occurrence of certain events, the Preferred Stock Purchase
     Rights will not be evidenced separately from the Common Stock.

</TABLE>

<PAGE> 2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

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

         1.  The Annual Report of Thomas Industries Inc. (the "Company") on
             Form 10-K for the year ended December 31, 1993, which has
             heretofore been filed by the Company with the Securities and
             Exchange Commission (the "Commission") pursuant to the Securities
             Exchange Act of 1934, as amended (the "1934 Act").

         2.  The Company's Quarterly Report on Form 10-Q for the quarterly
             period ended March 31, 1994, filed by the Company with the
             Commission pursuant to the 1934 Act.

         3.  The description of the Company's Common Stock contained in the
             Company's Registration Statement on Form 8-A filed with the
             Commission pursuant to Section 12 of the 1934 Act.

         4.  The description of the Company's Preferred Stock Purchase Rights
             contained in the Company's Registration Statement on Form 8-A, as
             amended, filed with the Commission pursuant to Section 12 of the
             1934 Act.

         All documents subsequently filed by the Company pursuant to Sections
         13(a), 13(c), 14, and 15(d) of the 1934 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 a part hereof from the date of filing
         of such documents (such documents, and the documents enumerated above,
         being hereinafter referred to as "Incorporated Documents"), provided,
         however, that the documents enumerated above or subsequently filed by
         the registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
         Securities Exchange Act of 1934 in each year during which the offering
         made by this registration statement is in effect prior to the filing
         with the Commission of the registrant's Annual Report on Form 10-K
         covering such year shall not be Incorporated Documents or be
         incorporated by reference in this registration statement or be a part
         hereof from and after the filing of such Annual Report on Form 10-K.

         Any statement contained in an Incorporated Document shall be deemed to
         be modified or superseded for purposes of this registration statement
         to the extent that a statement contained herein or in any other
         subsequently filed Incorporated Document modifies or supersedes such
         statement.  Any such statement so modified or superseded shall not be
         deemed, except as so modified or superseded, to constitute a part of
         this registration statement.

<PAGE> 3

Item 4.  Description of Securities.

         The securities to be offered are registered under Section 12(b) of the
         1934 Act.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation law and the Bylaws and
         Restated Certificate of Incorporation of the Company provide as
         follows:

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law and the Bylaws of
         the Company provide for indemnification of directors and officers for
         expenses (including reasonable amounts paid in settlement) incurred in
         defending actions brought against them.

         The Company's Restated Certificate of Incorporation contains a
         provision that eliminates, to the fullest extent permitted by Delaware
         law, the personal liability of each director of the Company to the
         Company and its shareholders for monetary damages for certain breaches
         of fiduciary duty.  This provision does not affect the director's
         liability for monetary damages for breaches of the duty of loyalty,
         actions or omissions not in good faith, knowing violation of law or
         intentional misconduct, willful or negligent conduct in approving an
         unlawful dividend, stock repurchase or redemption, or obtaining
         improper personal benefits; nor does this provision eliminate the
         ability to bring suit to rescind a transaction or to enjoin a proposed
         transaction from occurring.  In addition, this provision applies only
         to claims against a director arising out of his role as a director and
         not, if he is also an officer, his role as an officer or in any other
         capacity, nor to his responsibilities under any other law, such as the
         federal securities laws.

         The Bylaws of the Company provide that directors and officers shall be
         indemnified and held harmless by the Company to the fullest extent
         permitted by the laws of Delaware as the same now or hereafter exist.

         The Company maintains directors and officers liability insurance
         covering all directors and officers of the Company against claims
         arising out of the performance of their duties.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index.

<PAGE> 4

Item 9.  Undertakings.

         The 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 (the "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.

         3.  That, for the purposes of determining any liability under the Act,
             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
             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.

         4.  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.

         5.  Insofar as indemnification for liabilities arising under the Act
             may be permitted to directors, officers, and controlling persons
             of the registrant pursuant to the provisions described in Item 6
             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 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 Act and will be governed by the final adjudication of such
             issue.

<PAGE> 5

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
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 Louisville, Commonwealth of Kentucky, on the
22nd day of July, 1994.

                                             THOMAS INDUSTRIES INC.



                                             /S/ Phillip J. Stuecker
                                             Vice President of Finance, Chief
                                             Financial Officer, and Secretary


                               POWER OF ATTORNEY

We, the undersigned officers and directors of Thomas Industries Inc., hereby
severally constitute Timothy C. Brown and Phillip J. Stuecker, 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 Form S-8 filed herewith and any and all amendments
(including post-effective amendments) to said Registration Statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable Thomas Industries Inc. to comply with the provisions
of the Securities Act of 1933, as amended, 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 Securities Act of 1933, this Registration Statement has been
signed by the following persons, in the capacities indicated, on the 22nd day
of July, 1994.

<TABLE>
<CAPTION>

     Signature                                    Title
     <C>                                          <C>

/S/ Walter S. Davis                    Chairman of the Board


/S/ Timothy C. Brown                   President, Chief Executive Officer, and
                                       Director

/S/ Phillip J. Stuecker                Vice President of Finance, Chief
                                       Financial Officer, and Secretary
                                       (Principal Accounting Officer)

/S/ David J. Stumler                   Controller and Assistant Secretary
                                       (Chief Accounting Officer)

<PAGE> 6

/S/ Peter P. Donis                     Director


/S/ Wallace H. Dunbar                  Director


/S/ Roger P. Eklund                    Director


/S/ H. Joseph Ferguson                 Director


/S/ Gene P. Gardner                    Director


/S/ Lawrence E. Gloyd                  Director


/S/ Ralph D. Ketchum                   Director


/S/ Franklin J. Lunding, Jr.           Director


/S/ Bernard W. Rogers                  Director

</TABLE>

<PAGE> 7

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
  No.                                 Description
<C>                                   <C>

  4.1         Thomas Industries Inc. Nonemployee Director Stock Option Plan*

  4.2         Restated Certificate of Incorporation of Registrant (1)

  4.3         Bylaws of Registrant (2)

  4.4         Rights Agreement dated as of December 23, 1987, between the
              Company and the Wachovia Bank and Trust Co., N.A. (3)

  4.5         Amendment dated as of October 18, 1990, to Rights Agreement (4)

  5           Opinion (including consent) of McDermott, Will & Emery*

 23.1         Consent of KPMG Peat Marwick*

 23.2         Consent of Ernst & Young*

<FN>

*Filed herewith

(1)  Previously filed as an exhibit to Registrant's Form 10-Q filed for the
     quarterly period ended June 30, 1988, and incorporated herein by this
     reference.

(2)  Previously filed as an exhibit to Registrant's Form 10-K filed for the
     fiscal year ended December 31, 1991, and incorporated herein by this
     reference.

(3)  Previously filed by the Registrant on Form 8-A on December 23, 1987, and
     incorporated herein by this reference.

(4)  Previously filed by the Registrant on Form 8 on October 23, 1990, and
     incorporated herein by this reference.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "THOMAS INDUSTRIES  S8   7/94", "secsgml_size_bytes": 15822}]
{"company-data": {"conformed-name": "THOMAS INDUSTRIES INC", "cik": "0000097886", "assigned-sic": "3640", "irs-number": "610505332", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54689", "film-number": "94539740"}, "business-address": {"street1": "P O BOX 35120", "city": "LOUISVILLE", "state": "KY", "zip": "40232", "phone": "5028934600"}, "mail-address": {"street1": "P O BOX 35120", "city": "LOUISVILLE", "state": "KY", "zip": "40232"}}
1

As filed with the Securities and Exchange Commission on July 22, 1994.
Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 50549

                                    FORM S-8
                          Registration Statement under
                           the Securities Act of 1933

                             THOMAS INDUSTRIES INC.
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                  61-0505332
(State or Other Jurisdiction of                    (I.R.S. Employer
 Incorporation or Organization)                    Identification No.)

                        4360 Brownsboro Road, Suite 300
                           Louisville, Kentucky 40207
                    (Address of Principal Executive Offices)

                             THOMAS INDUSTRIES INC.
                     NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

         Phillip J. Stuecker
 Secretary, Vice President of Finance,
     and Chief Financial Officer
        Thomas Industries Inc.                       502/893-4600
   4360 Brownsboro Road, Suite 300
     Louisville, Kentucky 40207             (Telephone Number, Including Area
(Name and Address of Agent for Service)      Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
Proposed   Proposed
        Title of                             Maximum    Maximum
       Securities              Amount        Offering   Aggregate   Amount of
         to be                  to be        Price Per  Offering   Registration
       Registered            Registered (1)  Share (2)  Price (2)      Fee
Common Stock, par value      250,000 Shares   $14.44   $3,610,000     $1,245
$1.00 including Preferred
Stock Purchase Rights (3)
(1)  An undetermined number of additional shares may be issued if the anti-
     dilution provisions of the plan become operative.
(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) and (h) under the Securities Act of 1933 on
     the basis of the average of the high and low prices of the Common Stock
     as reported on the New York Stock Exchange on July 20, 1994.
(3)  Prior to the occurrence of certain events, the Preferred Stock Purchase
     Rights will not be evidenced separately from the Common Stock.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         1.  The Annual Report of Thomas Industries Inc. (the "Company") on
             Form 10-K for the year ended December 31, 1993, which has
             heretofore been filed by the Company with the Securities and
             Exchange Commission (the "Commission") pursuant to the Securities
             Exchange Act of 1934, as amended (the "1934 Act").

         2.  The Company's Quarterly Report on Form 10-Q for the quarterly
             period ended March 31, 1994, filed by the Company with the
             Commission pursuant to the 1934 Act.

         3.  The description of the Company's Common Stock contained in the
             Company's Registration Statement on Form 8-A filed with the
             Commission pursuant to Section 12 of the 1934 Act.

         4.  The description of the Company's Preferred Stock Purchase Rights
             contained in the Company's Registration Statement on Form 8-A, as
             amended, filed with the Commission pursuant to Section 12 of the
             1934 Act.

         All documents subsequently filed by the Company pursuant to Sections
         13(a), 13(c), 14, and 15(d) of the 1934 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 a part hereof from the date of filing
         of such documents (such documents, and the documents enumerated above,
         being hereinafter referred to as "Incorporated Documents"), provided,
         however, that the documents enumerated above or subsequently filed by
         the registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
         Securities Exchange Act of 1934 in each year during which the offering
         made by this registration statement is in effect prior to the filing
         with the Commission of the registrant's Annual Report on Form 10-K
         covering such year shall not be Incorporated Documents or be
         incorporated by reference in this registration statement or be a part
         hereof from and after the filing of such Annual Report on Form 10-K.

         Any statement contained in an Incorporated Document shall be deemed to
         be modified or superseded for purposes of this registration statement
         to the extent that a statement contained herein or in any other
         subsequently filed Incorporated Document modifies or supersedes such
         statement.  Any such statement so modified or superseded shall not be
         deemed, except as so modified or superseded, to constitute a part of
         this registration statement.
3

Item 4.  Description of Securities.

         The securities to be offered are registered under Section 12(b) of the
         1934 Act.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation law and the Bylaws and
         Restated Certificate of Incorporation of the Company provide as
         follows:

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law and the Bylaws of
         the Company provide for indemnification of directors and officers for
         expenses (including reasonable amounts paid in settlement) incurred in
         defending actions brought against them.

         The Company's Restated Certificate of Incorporation contains a
         provision that eliminates, to the fullest extent permitted by Delaware
         law, the personal liability of each director of the Company to the
         Company and its shareholders for monetary damages for certain breaches
         of fiduciary duty.  This provision does not affect the director's
         liability for monetary damages for breaches of the duty of loyalty,
         actions or omissions not in good faith, knowing violation of law or
         intentional misconduct, willful or negligent conduct in approving an
         unlawful dividend, stock repurchase or redemption, or obtaining
         improper personal benefits; nor does this provision eliminate the
         ability to bring suit to rescind a transaction or to enjoin a proposed
         transaction from occurring.  In addition, this provision applies only
         to claims against a director arising out of his role as a director and
         not, if he is also an officer, his role as an officer or in any other
         capacity, nor to his responsibilities under any other law, such as the
         federal securities laws.

         The Bylaws of the Company provide that directors and officers shall be
         indemnified and held harmless by the Company to the fullest extent
         permitted by the laws of Delaware as the same now or hereafter exist.

         The Company maintains directors and officers liability insurance
         covering all directors and officers of the Company against claims
         arising out of the performance of their duties.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index.
4

Item 9.  Undertakings.

         The 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 (the "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.

         3.  That, for the purposes of determining any liability under the Act,
             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
             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.

         4.  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.

         5.  Insofar as indemnification for liabilities arising under the Act
             may be permitted to directors, officers, and controlling persons
             of the registrant pursuant to the provisions described in Item 6
             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 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 Act and will be governed by the final adjudication of such
             issue.
5

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
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 Louisville, Commonwealth of Kentucky, on the
22nd day of July, 1994.

                                             THOMAS INDUSTRIES INC.

                                             /S/ Phillip J. Stuecker
                                             Vice President of Finance, Chief
                                             Financial Officer, and Secretary

                               POWER OF ATTORNEY

We, the undersigned officers and directors of Thomas Industries Inc., hereby
severally constitute Timothy C. Brown and Phillip J. Stuecker, 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 Form S-8 filed herewith and any and all amendments
(including post-effective amendments) to said Registration Statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable Thomas Industries Inc. to comply with the provisions
of the Securities Act of 1933, as amended, 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 Securities Act of 1933, this Registration Statement has been
signed by the following persons, in the capacities indicated, on the 22nd day
of July, 1994.
Signature                                    Title
/S/ Walter S. Davis                    Chairman of the Board

/S/ Timothy C. Brown                   President, Chief Executive Officer, and
                                       Director

/S/ Phillip J. Stuecker                Vice President of Finance, Chief
                                       Financial Officer, and Secretary
                                       (Principal Accounting Officer)

/S/ David J. Stumler                   Controller and Assistant Secretary
                                       (Chief Accounting Officer)
6

/S/ Peter P. Donis                     Director

/S/ Wallace H. Dunbar                  Director

/S/ Roger P. Eklund                    Director

/S/ H. Joseph Ferguson                 Director

/S/ Gene P. Gardner                    Director

/S/ Lawrence E. Gloyd                  Director

/S/ Ralph D. Ketchum                   Director

/S/ Franklin J. Lunding, Jr.           Director

/S/ Bernard W. Rogers                  Director
7

                                 EXHIBIT INDEX
Exhibit
  No.                                 Description
4.1         Thomas Industries Inc. Nonemployee Director Stock Option Plan*

  4.2         Restated Certificate of Incorporation of Registrant (1)

  4.3         Bylaws of Registrant (2)

  4.4         Rights Agreement dated as of December 23, 1987, between the
              Company and the Wachovia Bank and Trust Co., N.A. (3)

  4.5         Amendment dated as of October 18, 1990, to Rights Agreement (4)

  5           Opinion (including consent) of McDermott, Will & Emery*

 23.1         Consent of KPMG Peat Marwick*

 23.2         Consent of Ernst & Young*
*Filed herewith

(1)  Previously filed as an exhibit to Registrant's Form 10-Q filed for the
     quarterly period ended June 30, 1988, and incorporated herein by this
     reference.

(2)  Previously filed as an exhibit to Registrant's Form 10-K filed for the
     fiscal year ended December 31, 1991, and incorporated herein by this
     reference.

(3)  Previously filed by the Registrant on Form 8-A on December 23, 1987, and
     incorporated herein by this reference.

(4)  Previously filed by the Registrant on Form 8 on October 23, 1990, and
     incorporated herein by this reference.