SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          
                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933
                     ________________________________
                     
                               NEWCOR, INC.
          (Exact name of registrant as specified in its charter)

    Delaware                                  38-0865770
(State or other jurisdiction       (I.R.S. Employer Identification No.)
of incorporation or organization)

1825 S. Woodward, Suite 240, Bloomfield Hills, Michigan 48302
Address of Registrant

Registrant's Telephone Number: (810) 253-2400

                                NEWCOR, INC.
                    1996 EMPLOYEE INCENTIVE STOCK PLAN
                         (Full title of the plan)

                             W. John Weinhardt
                            President and Chief
                             Executive Officer
                               Newcor, Inc.
                        1825 S. Woodward, Suite 240
                     Bloomfield Hills, Michigan 48302
                              (810) 253-2400

(Name, address, including zip code, and telephone number, including
area code, of agent for service)

                   ________________________________
                                   
                               Copy to:
                           Karen A. McCoy, ESQ.
                    Miller, Canfield, Paddock and
                  Stone 150 West Jefferson, Suite 2500
                       Detroit, Michigan 48226
                              (313) 963-6420
                              
                    CALCULATION OF REGISTRATION FEE

_________________________________________________________________________

 Title of     Amount to        Proposed     Proposed    Amount of
each class        be           maximum      maximum    registration
    of        registered       offering    aggregate     fee
securities                    price per     offering
   to be                      share (1)     price(1)
registered
__________     __________     __________    __________   __________

  Common       500,000
  Stock,        shares          $9.25       $4,625,000    $1,594.83
 $1.00 par
   value
_________________________________________________________________________

     (1)  Pursuant to Rule 457(h)(1)under the Securities Act, the
offering price is based upon the average high and low sales prices of the
Common Stock as reported on the National Association of Securities
Dealers National Market System on March 19, 1996.

                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                    
Item 3.  Incorporation of Documents by Reference.

          The following documents heretofore  filed by Registrant
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), hereby are incorporated in this Registration Statement
by reference: (a) Registrant's Annual Report on Form 10K for the fiscal
year ended October 31, 1995; (b) Registrant's Quarterly Report on 
Form 10-Q for the quarterly period ended January 31, 1996; 
and (c) the description of Registrant's common stock, $1.00 par value, 
included in Registrant's Exchange Act Registration Statement on 
Form 8-A, dated December 30, 1991.  All documents subsequently filed 
by Registrant pursuant to Sections 13(a), 14, and 15(d) of 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.

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 General Corporation Law ("GCL") of the State of Delaware
provides that a Delaware corporation, such as the registrant, may
indemnify a director or officer against his or her expenses and
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding (other than an
action by or in the right of the corporation) involving such person by
reason of the fact that such person is or was a director or officer,
concerning actions taken in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of the corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The GCL also provides
that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred
to the extent that such director or officer acted in good faith and in a
manner such director or officer reasonably believed to be in or not
opposed to the  best interests of the corporation, except that no
indemnification may be made with respect to any claim, issue or matter as
to which such director or officer is adjudged to be liable to the
corporation unless and only to the extent that the court determines upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the court deems
proper.  The GCL also generally permits the advancement of a director's
or officer's expenses, including by means of a mandatory charter or bylaw
provision to that effect, in lieu of requiring the authorization of such
advancement by the Board of Directors in specific cases. Section
102(b)(7) of the GCL provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision may
not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the GCL (relating to liability for unauthorized 
acquisitions or redemptions of, or dividends on, capital stock) or 
(iv) for any transaction from which the director derived an improper 
personal benefit.

      Article Ninth of Registrant's Restated Certificate of
Incorporation, as amended, implements the foregoing provisions and
provides as follows:

        NINTH.  (a) The corporation shall indemnify any person who was or
     is a party or is threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (other than an action by
     or in the right of the corporation) by reason of the fact that he is
     or was a director, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a director,
     officer, employee or agent of another corporation, partnership,
     joint venture, trust or other enterprise, including service with
     respect to employee benefit plans, against expenses (including
     attorneys' fees and ERISA excise taxes or penalties), judgments,
     fines and amounts paid in settlement actually and reasonably
     incurred by him in connection with such action, suit or proceeding
     if he acted in good faith and in a manner he reasonably believed to
     be in or not opposed to the best interests of the corporation, and,
     with respect to any criminal action or proceeding, had no reasonable
     cause to believe his conduct was unlawful.  The termination of any
     action, suit or proceeding by judgment, order, settlement,
     conviction, or upon a plea of nolo contendere or its equivalent,
     shall not, of itself, create a presumption that the person did not
     act in good faith and in a manner which he reasonably believed to be
     in or not opposed to the best interests of the corporation, and,
     with respect to any criminal action or proceeding, had reasonable
     cause to believe that his conduct was unlawful.
          
          (b)   The corporation shall indemnify any person who was or is
     a party or is threatened to be made a party to any threatened,
     pending or completed action or suit by or in the right of the
     corporation to procure a judgment in its favor by reason of the fact
     that he is or was  a director, officer, employee or agent of the
     corporation, or is or was serving at the request of the corporation
     as a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise, including
     service with respect to employee benefit plans, against expenses
     (including attorneys' fees and ERISA excise taxes or penalties),
     actually and reasonably incurred by him  in connection with  the
     defense or settlement of such action or suit if he acted in good
     faith  and in a manner he reasonably believed to be in or not
     opposed to the best interests of the corporation and except that no
     indemnification shall be made in respect of any claim, issue or
     matter as to which such person  shall have been adjudged to be
     liable to the corporation unless and only to the extent that the
     court in which such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but  in view
     of all the circumstances of the case, such person is fairly and
     reasonably entitled to indemnity for such expenses which such court
     shall deem proper.
          
          (c)  To the extent that a director, officer, employee or agent
     of the corporation has been successful on the merits or otherwise in
     defense of any action, suit or proceeding referred to in paragraphs
     (a) and (b) of this Article Ninth or in defense of any claim, issue
     or matter therein, he shall be indemnified by the corporation
     against expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection therewith.
          
          (d)  Any indemnification under paragraphs (a) and (b) of this
     Article Ninth, unless ordered by a court, shall be made by the
     corporation only as authorized  in the specific case upon a
     determination  that indemnification of the director, officer,
     employee or agent is proper in the circumstances because he has met
     the applicable standard of conduct set forth in said paragraphs (a)
     and (b).  Such determination shall be made (i) by the Board of
     Directors by a majority vote of a quorum consisting of directors
     who were not parties to such action, suit, or proceeding, or (ii)
     if such a quorum is not obtainable, or even if obtainable and a
     quorum of disinterested directors so directs, by independent legal
     counsel (compensated by the corporation) in a written opinion, or
     (iii) by the stockholders.
          
          (e)  Expenses incurred in defending a civil or criminal
     action, suit or proceeding may be paid by the corporation in
     advance of the final disposition of such action, suit or proceeding
     upon receipt of an undertaking by or on behalf of the director,
     officer, employee or agent to repay such amount if it shall
     ultimately be determined that he is not entitled to be indemnified
     by the corporation as authorized in  this Article.
          
          (f)   The indemnification and advancement of expenses provided
     by or granted pursuant to this Article shall not be deemed
     exclusive of any other rights to which those seeking
     indemnification or advancement of expenses may be entitled under
     any bylaw, agreement, vote of stockholders or disinterested
     directors or otherwise, both as to action in his official capacity
     and as to action in another capacity while holding such office, and
     shall continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.
          
          (g)  The corporation may purchase and maintain insurance on
     behalf of any person who is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of
     the corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other
     enterprise against any liability asserted against him and incurred
     by him in any such capacity, or arising out of his status as such,
     whether or  not the corporation would have the power to indemnify
     him against such liability under the provisions of this Article or
     of applicable law. The indemnification rights conferred in this
     Article  Ninth shall be contract rights between the corporation 
     and the officer or director or other individual entitled to 
     indemnification.

          (h)   A director of the corporation shall not be personally
     liable to the corporation or its stockholders for monetary damages
     for breach of fiduciary duty as a director, except for liability
     (i) for any breach of the director's duty of loyalty to the
     corporation or its stockholders, (ii) for acts or omissions not in
     good faith or which involve intentional misconduct or a knowing
     violation of law, (iii) under section 174 of the Delaware General
     Corporation Law, or (iv) for any transaction from which the director
     derived an improper personal benefit.
     
      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 its foregoing
indemnification provisions, subject to certain exclusions and to the
policy limits.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.
          
          The following exhibits are furnished with this

Registration Statement:
          
          Exhibit No.                        Description
          ___________                        ___________

           (4)(a)        Restated Certificate of Incorporation of
                         Registrant, dated July 25, 1990 (Filed as Exhibit
                         3(a) to Registrant's Report on Form 10-K for the
                         fiscal year ended October 31, 1990 (File number  
                         1-5985) and incorporated herein by reference)
                         
           (4)(a)(i)     Certificate of Amendment to Restated Certificate of
                         Incorporation of Registrant, filed with the
                         Delaware Secretary of State on March 31, 1992
                         (Filed as Exhibit (4)(a)(i) to Registrant's 
                         Form S-8 registration statement filed 
                         December 15, 1993 (Registration No. 33-72906)
                         and incorporated herein by reference)
                         
           (4)(b)        By Laws of Registrant as amended to date (Filed as 
                         Exhibit 3(b) to Registrant's Report on Form  10-K  
                         for the fiscal year ended October 31, 1990 (File 
                         number 1-5985) and incorporated herein by reference)

           (4)(c)        Newcor, Inc. 1996 Employee Incentive Stock Plan 
                         (Filed as Appendix A to Registrant's proxy statement 
                         dated February 5, 1996 (File number 1-5985) 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 Coopers & Lybrand, L.L.P.

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

           (25)          (not applicable)

           (28)          (not applicable)

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:
     
               (i)  To include any prospectus required by Section
          10(a)(3)of the Securities Act of 1933;
          
               (ii) To reflect in the prospectus any facts or events
          arising  after the effective date of the registration statement
          (or  the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental
          change in the information set forth in the registration
          statement;
          
               (iii)  To include any material information with  respect
          to the plan of distribution not previously disclosed in  the
          registration statement or any material change to such
          information in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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)   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.
          
      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 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.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 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.
           
                               SIGNATURES
                                    
      The  Registrant.  Pursuant to the requirements of the Securities
Act of 1933, 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 Bloomfield
Hills, State of Michigan, on March 19, 1996.

                                   NEWCOR, INC.
                                   By     /s/ W. John Weinhardt
                                          ____________________________
                                          W. John Weinhardt
                                          President and Chief Executive
                                          Officer
                                          
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the dates indicated below.  By so
signing, 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 W. John Weinhardt, William A. Lawson, John J. Garber, and each of
them severally, his true and lawful attorney to execute in his or her
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 including 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.

       Signatures               Title                      Date

(1) Principal Executive Officer:
           
    /s/ W. John Weinhardt       President and Chief        March 19, 1996
    ___________________________ Executive Officer
        W. John Weinhardt

(2) Principal Financial Officer
    and Principal
    Accounting Officer:

    /s/ John J. Garber          Treasurer, Vice            March 19, 1996
    ___________________________ President Finance, and
        John J. Garber          Chief Financial Officer

(3) Directors:

    /s/ William A. Lawson       Director and Chairman      March 19, 1996
    ____________________________
        William A. Lawson
    
    /s/ Jerry D. Campbell        Director                  March 19, 1996
    ____________________________
        Jerry D. Campbell
    
    /s/ Shirley E. Gofrank       Director                  March 19, 1996
    ____________________________
        Shirley E. Gofrank
    
    /s/ Frank L. Klapperich, Jr. Director                  March 19, 1996
    ____________________________
        Frank L. Klapperich, Jr.

    /s/ Jack R. Lousma           Director                  March 19, 1996
    ____________________________
        Jack R. Lousma

                                 Director
    ____________________________
        Richard A. Smith

    /s/ Kurt O. Tech             Director                  March 19, 1996
    ____________________________
        Kurt O. Tech

    /s/ W. John Weinhardt        Director                  March 19, 1996
    ____________________________
        W. John Weinhardt

                             EXHIBIT INDEX
                                                                     
    Exhibit No.                  Description
    ___________                  ___________

          (4)(a)    Restated Certificate of Incorporation of
                    Registrant, dated July 25, 1990 (Filed as Exhibit 3(a) 
                    to Registrant's Report on Form 10-K for the fiscal 
                    year ended October 31, 1990 (File number 1-5985) and 
                    incorporated herein by reference)
                    
       (4)(a)(i)    Certificate of Amendment to Restated Certificate of
                    Incorporation of Registrant, filed with the 
                    Delaware Secretary of State on March 31, 1992 
                    (Filed as Exhibit (4)(a)(i) to Registrant's 
                    Form S-8 registration statement filed 
                    December 15, 1993 (Registration No. 33-72906) 
                    and incorporated herein by reference)
                    
          (4)(b)    By Laws of Registrant as amended to date(Filed as
                    Exhibit 3(b) to Registrant's Report on Form 10-K for the
                    fiscal year ended October 31, 1990 (File number 1-5985)
                    and incorporated herein by reference)
                    
          (4)(c)    Newcor, Inc. 1996 Employee Incentive Stock
                    Plan (Filed as Appendix A to Registrant's proxy statement
                    dated February 5, 1996 (File number 1-5985) and
                    incorporated herein by reference)
                    
           (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 Coopers & Lybrand, L.L.P.
                           
           (24)     Powers of Attorney (contained in the
                    signature pages hereto)
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SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          
                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933
                     ________________________________
                     
                               NEWCOR, INC.
          (Exact name of registrant as specified in its charter)

    Delaware                                  38-0865770
(State or other jurisdiction       (I.R.S. Employer Identification No.)
of incorporation or organization)

1825 S. Woodward, Suite 240, Bloomfield Hills, Michigan 48302
Address of Registrant

Registrant's Telephone Number: (810) 253-2400

                                NEWCOR, INC.
                    1996 EMPLOYEE INCENTIVE STOCK PLAN
                         (Full title of the plan)

                             W. John Weinhardt
                            President and Chief
                             Executive Officer
                               Newcor, Inc.
                        1825 S. Woodward, Suite 240
                     Bloomfield Hills, Michigan 48302
                              (810) 253-2400

(Name, address, including zip code, and telephone number, including
area code, of agent for service)

                   ________________________________
                                   
                               Copy to:
                           Karen A. McCoy, ESQ.
                    Miller, Canfield, Paddock and
                  Stone 150 West Jefferson, Suite 2500
                       Detroit, Michigan 48226
                              (313) 963-6420
                              
                    CALCULATION OF REGISTRATION FEE

_________________________________________________________________________

 Title of     Amount to        Proposed     Proposed    Amount of
each class        be           maximum      maximum    registration
    of        registered       offering    aggregate     fee
securities                    price per     offering
   to be                      share (1)     price(1)
registered
__________     __________     __________    __________   __________

  Common       500,000
  Stock,        shares          $9.25       $4,625,000    $1,594.83
 $1.00 par
   value
_________________________________________________________________________

     (1)  Pursuant to Rule 457(h)(1)under the Securities Act, the
offering price is based upon the average high and low sales prices of the
Common Stock as reported on the National Association of Securities
Dealers National Market System on March 19, 1996.

                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                    
Item 3.  Incorporation of Documents by Reference.

          The following documents heretofore  filed by Registrant
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), hereby are incorporated in this Registration Statement
by reference: (a) Registrant's Annual Report on Form 10K for the fiscal
year ended October 31, 1995; (b) Registrant's Quarterly Report on 
Form 10-Q for the quarterly period ended January 31, 1996; 
and (c) the description of Registrant's common stock, $1.00 par value, 
included in Registrant's Exchange Act Registration Statement on 
Form 8-A, dated December 30, 1991.  All documents subsequently filed 
by Registrant pursuant to Sections 13(a), 14, and 15(d) of 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.

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 General Corporation Law ("GCL") of the State of Delaware
provides that a Delaware corporation, such as the registrant, may
indemnify a director or officer against his or her expenses and
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding (other than an
action by or in the right of the corporation) involving such person by
reason of the fact that such person is or was a director or officer,
concerning actions taken in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of the corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The GCL also provides
that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred
to the extent that such director or officer acted in good faith and in a
manner such director or officer reasonably believed to be in or not
opposed to the  best interests of the corporation, except that no
indemnification may be made with respect to any claim, issue or matter as
to which such director or officer is adjudged to be liable to the
corporation unless and only to the extent that the court determines upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the court deems
proper.  The GCL also generally permits the advancement of a director's
or officer's expenses, including by means of a mandatory charter or bylaw
provision to that effect, in lieu of requiring the authorization of such
advancement by the Board of Directors in specific cases. Section
102(b)(7) of the GCL provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision may
not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the GCL (relating to liability for unauthorized 
acquisitions or redemptions of, or dividends on, capital stock) or 
(iv) for any transaction from which the director derived an improper 
personal benefit.

      Article Ninth of Registrant's Restated Certificate of
Incorporation, as amended, implements the foregoing provisions and
provides as follows:

        NINTH.  (a) The corporation shall indemnify any person who was or
     is a party or is threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (other than an action by
     or in the right of the corporation) by reason of the fact that he is
     or was a director, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a director,
     officer, employee or agent of another corporation, partnership,
     joint venture, trust or other enterprise, including service with
     respect to employee benefit plans, against expenses (including
     attorneys' fees and ERISA excise taxes or penalties), judgments,
     fines and amounts paid in settlement actually and reasonably
     incurred by him in connection with such action, suit or proceeding
     if he acted in good faith and in a manner he reasonably believed to
     be in or not opposed to the best interests of the corporation, and,
     with respect to any criminal action or proceeding, had no reasonable
     cause to believe his conduct was unlawful.  The termination of any
     action, suit or proceeding by judgment, order, settlement,
     conviction, or upon a plea of nolo contendere or its equivalent,
     shall not, of itself, create a presumption that the person did not
     act in good faith and in a manner which he reasonably believed to be
     in or not opposed to the best interests of the corporation, and,
     with respect to any criminal action or proceeding, had reasonable
     cause to believe that his conduct was unlawful.
          
          (b)   The corporation shall indemnify any person who was or is
     a party or is threatened to be made a party to any threatened,
     pending or completed action or suit by or in the right of the
     corporation to procure a judgment in its favor by reason of the fact
     that he is or was  a director, officer, employee or agent of the
     corporation, or is or was serving at the request of the corporation
     as a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise, including
     service with respect to employee benefit plans, against expenses
     (including attorneys' fees and ERISA excise taxes or penalties),
     actually and reasonably incurred by him  in connection with  the
     defense or settlement of such action or suit if he acted in good
     faith  and in a manner he reasonably believed to be in or not
     opposed to the best interests of the corporation and except that no
     indemnification shall be made in respect of any claim, issue or
     matter as to which such person  shall have been adjudged to be
     liable to the corporation unless and only to the extent that the
     court in which such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but  in view
     of all the circumstances of the case, such person is fairly and
     reasonably entitled to indemnity for such expenses which such court
     shall deem proper.
          
          (c)  To the extent that a director, officer, employee or agent
     of the corporation has been successful on the merits or otherwise in
     defense of any action, suit or proceeding referred to in paragraphs
     (a) and (b) of this Article Ninth or in defense of any claim, issue
     or matter therein, he shall be indemnified by the corporation
     against expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection therewith.
          
          (d)  Any indemnification under paragraphs (a) and (b) of this
     Article Ninth, unless ordered by a court, shall be made by the
     corporation only as authorized  in the specific case upon a
     determination  that indemnification of the director, officer,
     employee or agent is proper in the circumstances because he has met
     the applicable standard of conduct set forth in said paragraphs (a)
     and (b).  Such determination shall be made (i) by the Board of
     Directors by a majority vote of a quorum consisting of directors
     who were not parties to such action, suit, or proceeding, or (ii)
     if such a quorum is not obtainable, or even if obtainable and a
     quorum of disinterested directors so directs, by independent legal
     counsel (compensated by the corporation) in a written opinion, or
     (iii) by the stockholders.
          
          (e)  Expenses incurred in defending a civil or criminal
     action, suit or proceeding may be paid by the corporation in
     advance of the final disposition of such action, suit or proceeding
     upon receipt of an undertaking by or on behalf of the director,
     officer, employee or agent to repay such amount if it shall
     ultimately be determined that he is not entitled to be indemnified
     by the corporation as authorized in  this Article.
          
          (f)   The indemnification and advancement of expenses provided
     by or granted pursuant to this Article shall not be deemed
     exclusive of any other rights to which those seeking
     indemnification or advancement of expenses may be entitled under
     any bylaw, agreement, vote of stockholders or disinterested
     directors or otherwise, both as to action in his official capacity
     and as to action in another capacity while holding such office, and
     shall continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.
          
          (g)  The corporation may purchase and maintain insurance on
     behalf of any person who is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of
     the corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other
     enterprise against any liability asserted against him and incurred
     by him in any such capacity, or arising out of his status as such,
     whether or  not the corporation would have the power to indemnify
     him against such liability under the provisions of this Article or
     of applicable law. The indemnification rights conferred in this
     Article  Ninth shall be contract rights between the corporation 
     and the officer or director or other individual entitled to 
     indemnification.

          (h)   A director of the corporation shall not be personally
     liable to the corporation or its stockholders for monetary damages
     for breach of fiduciary duty as a director, except for liability
     (i) for any breach of the director's duty of loyalty to the
     corporation or its stockholders, (ii) for acts or omissions not in
     good faith or which involve intentional misconduct or a knowing
     violation of law, (iii) under section 174 of the Delaware General
     Corporation Law, or (iv) for any transaction from which the director
     derived an improper personal benefit.
     
      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 its foregoing
indemnification provisions, subject to certain exclusions and to the
policy limits.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.
          
          The following exhibits are furnished with this

Registration Statement:
          
          Exhibit No.                        Description
          ___________                        ___________

           (4)(a)        Restated Certificate of Incorporation of
                         Registrant, dated July 25, 1990 (Filed as Exhibit
                         3(a) to Registrant's Report on Form 10-K for the
                         fiscal year ended October 31, 1990 (File number  
                         1-5985) and incorporated herein by reference)
                         
           (4)(a)(i)     Certificate of Amendment to Restated Certificate of
                         Incorporation of Registrant, filed with the
                         Delaware Secretary of State on March 31, 1992
                         (Filed as Exhibit (4)(a)(i) to Registrant's 
                         Form S-8 registration statement filed 
                         December 15, 1993 (Registration No. 33-72906)
                         and incorporated herein by reference)
                         
           (4)(b)        By Laws of Registrant as amended to date (Filed as 
                         Exhibit 3(b) to Registrant's Report on Form  10-K  
                         for the fiscal year ended October 31, 1990 (File 
                         number 1-5985) and incorporated herein by reference)

           (4)(c)        Newcor, Inc. 1996 Employee Incentive Stock Plan 
                         (Filed as Appendix A to Registrant's proxy statement 
                         dated February 5, 1996 (File number 1-5985) 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 Coopers & Lybrand, L.L.P.

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

           (25)          (not applicable)

           (28)          (not applicable)

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:
     
               (i)  To include any prospectus required by Section
          10(a)(3)of the Securities Act of 1933;
          
               (ii) To reflect in the prospectus any facts or events
          arising  after the effective date of the registration statement
          (or  the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental
          change in the information set forth in the registration
          statement;
          
               (iii)  To include any material information with  respect
          to the plan of distribution not previously disclosed in  the
          registration statement or any material change to such
          information in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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)   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.
          
      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 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.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 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.
           
                               SIGNATURES
                                    
      The  Registrant.  Pursuant to the requirements of the Securities
Act of 1933, 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 Bloomfield
Hills, State of Michigan, on March 19, 1996.

                                   NEWCOR, INC.
                                   By     /s/ W. John Weinhardt
                                          ____________________________
                                          W. John Weinhardt
                                          President and Chief Executive
                                          Officer
                                          
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the dates indicated below.  By so
signing, 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 W. John Weinhardt, William A. Lawson, John J. Garber, and each of
them severally, his true and lawful attorney to execute in his or her
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 including 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.

       Signatures               Title                      Date

(1) Principal Executive Officer:
           
    /s/ W. John Weinhardt       President and Chief        March 19, 1996
    ___________________________ Executive Officer
        W. John Weinhardt

(2) Principal Financial Officer
    and Principal
    Accounting Officer:

    /s/ John J. Garber          Treasurer, Vice            March 19, 1996
    ___________________________ President Finance, and
        John J. Garber          Chief Financial Officer

(3) Directors:

    /s/ William A. Lawson       Director and Chairman      March 19, 1996
    ____________________________
        William A. Lawson
    
    /s/ Jerry D. Campbell        Director                  March 19, 1996
    ____________________________
        Jerry D. Campbell
    
    /s/ Shirley E. Gofrank       Director                  March 19, 1996
    ____________________________
        Shirley E. Gofrank
    
    /s/ Frank L. Klapperich, Jr. Director                  March 19, 1996
    ____________________________
        Frank L. Klapperich, Jr.

    /s/ Jack R. Lousma           Director                  March 19, 1996
    ____________________________
        Jack R. Lousma

                                 Director
    ____________________________
        Richard A. Smith

    /s/ Kurt O. Tech             Director                  March 19, 1996
    ____________________________
        Kurt O. Tech

    /s/ W. John Weinhardt        Director                  March 19, 1996
    ____________________________
        W. John Weinhardt

                             EXHIBIT INDEX
                                                                     
    Exhibit No.                  Description
    ___________                  ___________

          (4)(a)    Restated Certificate of Incorporation of
                    Registrant, dated July 25, 1990 (Filed as Exhibit 3(a) 
                    to Registrant's Report on Form 10-K for the fiscal 
                    year ended October 31, 1990 (File number 1-5985) and 
                    incorporated herein by reference)
                    
       (4)(a)(i)    Certificate of Amendment to Restated Certificate of
                    Incorporation of Registrant, filed with the 
                    Delaware Secretary of State on March 31, 1992 
                    (Filed as Exhibit (4)(a)(i) to Registrant's 
                    Form S-8 registration statement filed 
                    December 15, 1993 (Registration No. 33-72906) 
                    and incorporated herein by reference)
                    
          (4)(b)    By Laws of Registrant as amended to date(Filed as
                    Exhibit 3(b) to Registrant's Report on Form 10-K for the
                    fiscal year ended October 31, 1990 (File number 1-5985)
                    and incorporated herein by reference)
                    
          (4)(c)    Newcor, Inc. 1996 Employee Incentive Stock
                    Plan (Filed as Appendix A to Registrant's proxy statement
                    dated February 5, 1996 (File number 1-5985) and
                    incorporated herein by reference)
                    
           (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 Coopers & Lybrand, L.L.P.
                           
           (24)     Powers of Attorney (contained in the
                    signature pages hereto)