Registration No. 333 - ____________
                                
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                      Washington D.C. 20549
                                
                            FORM S-8
                                
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                
                          NORTEK, INC.
       (Exact name of issuer as specified in its charter)
                                
            Delaware                         05-0314991
 (State or other jurisdiction of        (I.R.S. Employer
 incorporation or organization          Identification No.)

  50 Kennedy Plaza, Providence, Rhode Island       02903
 (Address of Principal Executive Offices)        (Zip Code)



        NORTEK, INC. 1997 EQUITY AND CASH INCENTIVE PLAN
        NORTEK, INC. 1997 STOCK OPTION PLAN FOR DIRECTORS
                    (Full title of the plan)
                                
                                
                                 Copy to
Richard L. Bready, Chairman      Kevin W. Donnelly, Esq.
Nortek, Inc., 50 Kennedy Plaza   Nortek, Inc., 50 Kennedy Plaza
Providence, Rhode Island 02903   Providence, Rhode Island 02903
             (Name and address of agent for service)
                                
                                
                            (401) 751-1600
  (Telephone number, including area code, of agent for service)
                                
                                
                                
The Exhibit Index can be found on Page 11.
                 CALCULATION OF REGISTRATION FEE

                                
                            Proposed       Proposed
Title of                    Maximum        Maximum
Securities     Amount to    Offering       Aggregate   Amount of
to be          be Regis-    Price          Offering    Registra-
Registered     tered(1)     Per Share(2)   Price(2)    tion Fee

Common Stock,
Par Value
$1.00 Per
Share(3)         480,000       $23.01     $11,044,625  $3,346.86


(1)  Persons  eligible to receive awards under  the  Plans  being
     registered hereunder (the "Plans") may receive shares of or may
     receive options to purchase shares of Special Common Stock, par
     value $1.00 per share, which is convertible into Common Stock.
     No more than 480,000 shares of Common Stock and Special Common
     Stock in the aggregate may be issued.

(2)  Outstanding  options  on  the date hereof  have  an  average
     exercise price of $23.03 and a maximum aggregate offering price
     of $8,191,200, the registration fee payable with respect to such
     options is $2,482.18.  There are 124,400 shares available for
     grant under the Plans, at exercise prices still to be determined.
     For the purpose of determining the registration fee, the maximum
     per share and aggregate offering prices have been determined,
     pursuant  to Rule 457(h) of the Securities Act of  1933,  as
     amended, on the basis of the average of the high and low prices
     of the Common Stock reported on the New York Stock Exchange on
     October 28, 1997.  The registration fee for the shares not yet
     subject  to  outstanding  options  is  $864.68.   The  total
     registration  fee  payable in respect of  the  shares  being
     registered hereunder is $3,346.86.

(3)  There  is also registered hereunder 480,000 attached  Rights
     to  purchase  one  one-hundredth of  a  share  of  Series  A
     Participating Preference Stock of the Company.

                             Part II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

       Nortek,  Inc.  (the  "Company")  hereby  incorporates  the
following documents by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
     
     (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 29, 1997 and June 28, 1997.

     (c)  The Company's Current Reports on Form 8-K and 8-K/A filed
with  the  Commission on March 5, 1997, March 13,  1997,  May  5,
1997,  July  29, 1997, August 27, 1997, September  10,  1997  and
September 12, 1997.

     (d)  The description of the Company's Common Stock contained in
its  registration statement on Form 8-A filed with the Commission
on  April  23, 1981 and the description of the Company's  Special
Common Stock contained in its registration statement on Form  8-A
filed with the Commission on November 25, 1986.
     
     All  reports and other documents subsequently filed  by  the
Company pursuant to Sections 13(a) and (c), 14 and 15(d)  of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that  all  securities  offered hereby have  been  sold  or  which
deregisters all securities remaining unsold, shall be  deemed  to
be  incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.
     
Item 4.   Description of Securities

     Not applicable.
     
Item 5.   Interests of Named Experts and Counsel

     The validity of the shares of Common Stock (and the attached
Rights)  and Special Common Stock offered hereby is being  passed
upon  by  Kevin W. Donnelly, Vice President, General Counsel  and
Secretary of the Company.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law ("DGCL")
provides that a corporation may 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  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,  against  expenses
(including attorneys' fees), 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.  Section 145 further provides  that  a
corporation  similarly may indemnify any such person  serving  in
any  such capacity 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, against expenses actually and reasonably incurred
in  connection with the defense or settlement of such  action  or
suit if he acted in good faith 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 Delaware Court of Chancery  or  such  other
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  the  Court  of  Chancery or such other  court  shall  deem
proper.

      Section  102(b)(7)  of the DGCL permits  a  corporation  to
include   in   its  certificate  of  incorporation  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  shall  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  DGCL
(relating  to  unlawful payment of dividends and  unlawful  stock
purchase  and redemption) or (iv) for any transaction from  which
the director derived an improper personal benefit.

     The Company's Certificate of Incorporation provides that its
directors  shall not be liable to the Company or its stockholders
for  monetary damages for breach of fiduciary duty as a  director
except  to  the extent that exculpation from liabilities  is  not
permitted  under the DGCL as in effect at the time such liability
is  determined.   The  Company's  By-Laws  further  provide  that
Registrant  shall  indemnify its directors and  officers  to  the
fullest extent permitted by the DGCL.

      The directors and officers of the Company are covered under
directors'  and officers' liability insurance policies maintained
by the Company.

Item 7.   Exemption From Registration Claimed

     Not applicable.

Item 8.   Exhibits

      Exhibits  marked with an asterisk are filed herewith.   The
remainder  of  the exhibits have heretofore been filed  with  the
Commission and are incorporated herein by reference:

Exhibit Number

4.1    Restated  Certificate  of Incorporation  of  Nortek,  Inc.
       (Exhibit 2 to form 8-K filed April 23, 1987).

4.2    Amendment  to  Restated Certificate  of  Incorporation  of
       Nortek,  Inc. effective May 10, 1989 (Exhibit 3.2 to  Form
       10-K filed March 30, 1990, File No. 1-6112).

4.3    By-laws of Nortek, Inc. (as amended through September  19,
       1996)  (Exhibit 3.3 to Form 10-Q filed November  5,  1996,
       File No. 1-6112).

4.4    Indenture  dated  as  of February  14,  1994  between  the
       Company  and  State  Street Bank  and  Trust  Company,  as
       Trustee, relating to the 9 7/8% Senior Subordinated  Notes
       due  2004 (Exhibit 4.5 to Form 10-K filed March 25,  1994,
       File No. 1-6112).

4.5    Indenture  dated as of March 17, 1997 between the  Company
       and  State  Street  Bank  and Trust  Company,  as  Trustee
       relating  to the 9.25% Series A and Series B Senior  Notes
       due  March 15, 2007 (Exhibit 4.2 to Registration Statement
       No. 333-25505 filed April 18, 1997).

4.6    Indenture dated as of August 26, 1997 between the  Company
       and  State  Street  Bank  and Trust  Company,  as  Trustee
       relating  to  the 9.125% Series A and B Senior  Notes  due
       September  1,2007.  (Exhibit 4.1 to Registration Statement
       No. 333-36711 filed September 30, 1997).

4.7    Second Amended and Restated Rights Agreement dated  as  of
       April  1,  1996 between the Company and State Street  Bank
       and  Trust Company, as Rights Agent (Exhibit 1 to Form 8-K
       filed April 2, 1996).

*5.    Opinion of Kevin W. Donnelly, Esq..

*23.1  Consent  of Kevin W. Donnelly, Esq. (contained in  Exhibit
       5).

*23.2  Consent of Arthur Andersen LLP.

24.    Power   of  Attorney  (see  page  9  of  the  Registration
       Statement).
          
99.1   Nortek,  Inc. 1997 Equity and Cash Incentive Plan (Exhibit
       10.1 to Form 10-Q filed May 12, 1997, File No. 1-6112).

99.2   Nortek,   Inc.  1997  Stock  Option  Plan  for   Directors
       (Exhibit 10.2 to Form 10-Q filed May 12, 1997, File No. 1-
       6112).

*99.3  Form of Stock Option Certificate.

Item 9.   Undertakings

     (a) The Company 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 Act;
          
                (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) shall
not  apply if the information required to be included in a  post-
effective amendment by those paragraphs is contained in  periodic
reports  filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act  that
are incorporated by reference in the registration statement.

          (2)    That,  for  the  purposes  of  determining   any
liability under 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)  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  Company hereby  undertakes  that,
     for   purposes  of  determining  any  liability  under   the
     Securities Act of 1933, each filing of the Company's  annual
     report  pursuant to Section 13(a) or Section  15(d)  of  the
     Exchange  Act  (and, where applicable,  each  filing  of  an
     employee  benefit plan's annual report pursuant  to  Section
     15(d) of the Exchange Act) that is incorporated by reference
     in  the registration statement shall be deemed to be  a  new
     registration  statement relating to the  securities  offered
     therein,  and the offering of such securities at  that  time
     shall  be  deemed  to  be  the initial  bona  fide  offering
     thereof.
               
           (c)Insofar as indemnification for liabilities  arising
     under  the Act may be permitted to directors, officers,  and
     controlling  persons  of  the  registrant  pursuant  to  the
     foregoing  provisions, or otherwise, the  Company  has  been
     advised   that  in  the  opinion  of  the  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 Company of expenses incurred or paid
     by  a director, officer or controlling person of the Company
     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
     Company  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
                                
      Pursuant  to  the requirements of the Act,  the  registrant
certifies that it has reasonable grounds to believe that it meets
all  of  the  requirements for filing on Form S-8  and  has  duly
caused this registration statement to be signed on its behalf  by
the  undersigned, thereunto duly authorized, in Providence, Rhode
Island on this 31st day of October, 1997.

                                   NORTEK, INC.



                                   By: /s/Richard L. Bready
                                      Richard L. Bready
                                      Chairman of the Board


      We,  the undersigned officers and directors of the Company,
hereby  severally  constitute  and  appoint  Richard  L.  Bready,
Richard J. Harris and Kevin W. Donnelly, and each of them singly,
our  true  and  lawful attorneys or attorney to  execute  in  our
names,  in the capacities indicated below, any and all amendments
to  this  registration statement on Form S-8, and all instruments
necessary or incidental in connection therewith, and to file  the
same  with  the  Commission.  Each of said attorneys  shall  have
power  to  act  hereunder  with or  without  any  other  of  said
attorneys,  and  shall  have  full  power  of  substitution   and
resubstitution.  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
to  all intents and purposes as each of the undersigned might  or
could  do  in person, and each of the undersigned hereby ratifies
and approves the acts of said attorneys and each of them.

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

     Name                     Title               Date

/s/Richard L. Bready  Chairman of the Board of  October 31, 1997
Richard L. Bready     Directors and President
                      (Principal Executive
                      Officer)

/s/Richard J. Harris  Vice President and        October 31, 1997
Richard J. Harris     Treasurer (Principal
                      Financial Officer) and
                      Director



/s/Almon C. Hall      Vice President and        October 31, 1997
Almon C. Hall         Controller (Principal
                      Accounting Officer)



/s/Phillip L. Cohen   Director                  October 28, 1997
Phillip L. Cohen



/s/William I. Kelly   Director                  October 25, 1997
William I. Kelly



/s/J. Peter Lyons     Director                  October 28, 1997
J. Peter Lyons
                          EXHIBIT INDEX


      Exhibits  marked with an asterisk are filed herewith.   The
remainder  of  the exhibits have heretofore been filed  with  the
Commission and are incorporated herein by reference:

                                                  Sequentially
Exhibit Number                                    Numbered Pages

4.1    Restated  Certificate of  Incorporation  of
       Nortek,  Inc. (Exhibit 2 to form 8-K  filed
       April 23, 1987).

4.2    Amendment   to   Restated  Certificate   of
       Incorporation  of  Nortek,  Inc.  effective
       May  10,  1989  (Exhibit 3.2 to  Form  10-K
       filed March 30, 1990, File No. 1-6112).

4.3    By-laws   of   Nortek,  Inc.  (as   amended
       through  September 19, 1996)  (Exhibit  3.3
       to  Form 10-Q filed November 5, 1996,  File
       No. 1-6112).

4.4    Indenture  dated  as of February  14,  1994
       between  the Company and State Street  Bank
       and Trust Company, as Trustee, relating  to
       the  9  7/8% Senior Subordinated Notes  due
       2004  (Exhibit 4.5 to Form 10-K filed March
       25, 1994, File No. 1-6112).

4.5    Indenture  dated  as  of  March  17,   1997
       between  the Company and State Street  Bank
       and  Trust Company, as Trustee relating  to
       the  9.25%  Series A and  Series  B  Senior
       Notes  due March 15, 2007 (Exhibit  4.2  to
       Registration Statement No. 333-25505  filed
       April 18, 1997).

4.6    Indenture  dated  as  of  August  26,  1997
       between  the Company and State Street  Bank
       and  Trust Company, as Trustee relating  to
       the  9.125% Series A and B Senior Notes due
       September   1,2007.    (Exhibit   4.1    to
       Registration Statement No. 333-36711  filed
       September 30, 1997).

4.7    Second    Amended   and   Restated   Rights
       Agreement  dated  as  of  April   1,   1996
       between  the Company and State Street  Bank
       and   Trust   Company,  as   Rights   Agent
       (Exhibit  1  to  Form 8-K  filed  April  2,
       1996).

*5.    Opinion of Kevin W. Donnelly, Esq.

*23.1  Consent   of   Kevin  W.   Donnelly,   Esq.
       (contained in Exhibit 5).

*23.2  Consent of Arthur Andersen LLP.

24.    Power  of  Attorney  (see  page  9  of  the
       Registration Statement).
          
99.1   Nortek,   Inc.   1997   Equity   and   Cash
       Incentive  Plan (Exhibit 10.1 to Form  10-Q
       filed May 12, 1997, File No. 1-6112).

99.2   Nortek,  Inc.  1997 Stock Option  Plan  for
       Directors (Exhibit 10.2 to Form 10-Q  filed
       May 12, 1997, File No. 1-6112).

*99.3  Form of Stock Option Certificate.
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Registration No. 333 - ____________
                                
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                      Washington D.C. 20549
                                
                            FORM S-8
                                
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                
                          NORTEK, INC.
       (Exact name of issuer as specified in its charter)
                                
            Delaware                         05-0314991
 (State or other jurisdiction of        (I.R.S. Employer
 incorporation or organization          Identification No.)

  50 Kennedy Plaza, Providence, Rhode Island       02903
 (Address of Principal Executive Offices)        (Zip Code)

        NORTEK, INC. 1997 EQUITY AND CASH INCENTIVE PLAN
        NORTEK, INC. 1997 STOCK OPTION PLAN FOR DIRECTORS
                    (Full title of the plan)
                                
                                
                                 Copy to
Richard L. Bready, Chairman      Kevin W. Donnelly, Esq.
Nortek, Inc., 50 Kennedy Plaza   Nortek, Inc., 50 Kennedy Plaza
Providence, Rhode Island 02903   Providence, Rhode Island 02903
             (Name and address of agent for service)
                                
                                
                            (401) 751-1600
  (Telephone number, including area code, of agent for service)
                                
                                
                                
The Exhibit Index can be found on Page 11.
                 CALCULATION OF REGISTRATION FEE

                                
                            Proposed       Proposed
Title of                    Maximum        Maximum
Securities     Amount to    Offering       Aggregate   Amount of
to be          be Regis-    Price          Offering    Registra-
Registered     tered(1)     Per Share(2)   Price(2)    tion Fee

Common Stock,
Par Value
$1.00 Per
Share(3)         480,000       $23.01     $11,044,625  $3,346.86

(1)  Persons  eligible to receive awards under  the  Plans  being
     registered hereunder (the "Plans") may receive shares of or may
     receive options to purchase shares of Special Common Stock, par
     value $1.00 per share, which is convertible into Common Stock.
     No more than 480,000 shares of Common Stock and Special Common
     Stock in the aggregate may be issued.

(2)  Outstanding  options  on  the date hereof  have  an  average
     exercise price of $23.03 and a maximum aggregate offering price
     of $8,191,200, the registration fee payable with respect to such
     options is $2,482.18.  There are 124,400 shares available for
     grant under the Plans, at exercise prices still to be determined.
     For the purpose of determining the registration fee, the maximum
     per share and aggregate offering prices have been determined,
     pursuant  to Rule 457(h) of the Securities Act of  1933,  as
     amended, on the basis of the average of the high and low prices
     of the Common Stock reported on the New York Stock Exchange on
     October 28, 1997.  The registration fee for the shares not yet
     subject  to  outstanding  options  is  $864.68.   The  total
     registration  fee  payable in respect of  the  shares  being
     registered hereunder is $3,346.86.

(3)  There  is also registered hereunder 480,000 attached  Rights
     to  purchase  one  one-hundredth of  a  share  of  Series  A
     Participating Preference Stock of the Company.

                             Part II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

       Nortek,  Inc.  (the  "Company")  hereby  incorporates  the
following documents by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
     
     (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 29, 1997 and June 28, 1997.

     (c)  The Company's Current Reports on Form 8-K and 8-K/A filed
with  the  Commission on March 5, 1997, March 13,  1997,  May  5,
1997,  July  29, 1997, August 27, 1997, September  10,  1997  and
September 12, 1997.

     (d)  The description of the Company's Common Stock contained in
its  registration statement on Form 8-A filed with the Commission
on  April  23, 1981 and the description of the Company's  Special
Common Stock contained in its registration statement on Form  8-A
filed with the Commission on November 25, 1986.
     
     All  reports and other documents subsequently filed  by  the
Company pursuant to Sections 13(a) and (c), 14 and 15(d)  of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that  all  securities  offered hereby have  been  sold  or  which
deregisters all securities remaining unsold, shall be  deemed  to
be  incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.
     
Item 4.   Description of Securities

     Not applicable.
     
Item 5.   Interests of Named Experts and Counsel

     The validity of the shares of Common Stock (and the attached
Rights)  and Special Common Stock offered hereby is being  passed
upon  by  Kevin W. Donnelly, Vice President, General Counsel  and
Secretary of the Company.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law ("DGCL")
provides that a corporation may 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  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,  against  expenses
(including attorneys' fees), 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.  Section 145 further provides  that  a
corporation  similarly may indemnify any such person  serving  in
any  such capacity 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, against expenses actually and reasonably incurred
in  connection with the defense or settlement of such  action  or
suit if he acted in good faith 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 Delaware Court of Chancery  or  such  other
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  the  Court  of  Chancery or such other  court  shall  deem
proper.

      Section  102(b)(7)  of the DGCL permits  a  corporation  to
include   in   its  certificate  of  incorporation  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  shall  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  DGCL
(relating  to  unlawful payment of dividends and  unlawful  stock
purchase  and redemption) or (iv) for any transaction from  which
the director derived an improper personal benefit.

     The Company's Certificate of Incorporation provides that its
directors  shall not be liable to the Company or its stockholders
for  monetary damages for breach of fiduciary duty as a  director
except  to  the extent that exculpation from liabilities  is  not
permitted  under the DGCL as in effect at the time such liability
is  determined.   The  Company's  By-Laws  further  provide  that
Registrant  shall  indemnify its directors and  officers  to  the
fullest extent permitted by the DGCL.

      The directors and officers of the Company are covered under
directors'  and officers' liability insurance policies maintained
by the Company.

Item 7.   Exemption From Registration Claimed

     Not applicable.

Item 8.   Exhibits

      Exhibits  marked with an asterisk are filed herewith.   The
remainder  of  the exhibits have heretofore been filed  with  the
Commission and are incorporated herein by reference:

Exhibit Number

4.1    Restated  Certificate  of Incorporation  of  Nortek,  Inc.
       (Exhibit 2 to form 8-K filed April 23, 1987).

4.2    Amendment  to  Restated Certificate  of  Incorporation  of
       Nortek,  Inc. effective May 10, 1989 (Exhibit 3.2 to  Form
       10-K filed March 30, 1990, File No. 1-6112).

4.3    By-laws of Nortek, Inc. (as amended through September  19,
       1996)  (Exhibit 3.3 to Form 10-Q filed November  5,  1996,
       File No. 1-6112).

4.4    Indenture  dated  as  of February  14,  1994  between  the
       Company  and  State  Street Bank  and  Trust  Company,  as
       Trustee, relating to the 9 7/8% Senior Subordinated  Notes
       due  2004 (Exhibit 4.5 to Form 10-K filed March 25,  1994,
       File No. 1-6112).

4.5    Indenture  dated as of March 17, 1997 between the  Company
       and  State  Street  Bank  and Trust  Company,  as  Trustee
       relating  to the 9.25% Series A and Series B Senior  Notes
       due  March 15, 2007 (Exhibit 4.2 to Registration Statement
       No. 333-25505 filed April 18, 1997).

4.6    Indenture dated as of August 26, 1997 between the  Company
       and  State  Street  Bank  and Trust  Company,  as  Trustee
       relating  to  the 9.125% Series A and B Senior  Notes  due
       September  1,2007.  (Exhibit 4.1 to Registration Statement
       No. 333-36711 filed September 30, 1997).

4.7    Second Amended and Restated Rights Agreement dated  as  of
       April  1,  1996 between the Company and State Street  Bank
       and  Trust Company, as Rights Agent (Exhibit 1 to Form 8-K
       filed April 2, 1996).

*5.    Opinion of Kevin W. Donnelly, Esq..

*23.1  Consent  of Kevin W. Donnelly, Esq. (contained in  Exhibit
       5).

*23.2  Consent of Arthur Andersen LLP.

24.    Power   of  Attorney  (see  page  9  of  the  Registration
       Statement).
          
99.1   Nortek,  Inc. 1997 Equity and Cash Incentive Plan (Exhibit
       10.1 to Form 10-Q filed May 12, 1997, File No. 1-6112).

99.2   Nortek,   Inc.  1997  Stock  Option  Plan  for   Directors
       (Exhibit 10.2 to Form 10-Q filed May 12, 1997, File No. 1-
       6112).

*99.3  Form of Stock Option Certificate.

Item 9.   Undertakings

     (a) The Company 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 Act;
          
                (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) shall
not  apply if the information required to be included in a  post-
effective amendment by those paragraphs is contained in  periodic
reports  filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act  that
are incorporated by reference in the registration statement.

          (2)    That,  for  the  purposes  of  determining   any
liability under 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)  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  Company hereby  undertakes  that,
     for   purposes  of  determining  any  liability  under   the
     Securities Act of 1933, each filing of the Company's  annual
     report  pursuant to Section 13(a) or Section  15(d)  of  the
     Exchange  Act  (and, where applicable,  each  filing  of  an
     employee  benefit plan's annual report pursuant  to  Section
     15(d) of the Exchange Act) that is incorporated by reference
     in  the registration statement shall be deemed to be  a  new
     registration  statement relating to the  securities  offered
     therein,  and the offering of such securities at  that  time
     shall  be  deemed  to  be  the initial  bona  fide  offering
     thereof.
               
           (c)Insofar as indemnification for liabilities  arising
     under  the Act may be permitted to directors, officers,  and
     controlling  persons  of  the  registrant  pursuant  to  the
     foregoing  provisions, or otherwise, the  Company  has  been
     advised   that  in  the  opinion  of  the  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 Company of expenses incurred or paid
     by  a director, officer or controlling person of the Company
     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
     Company  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
                                
      Pursuant  to  the requirements of the Act,  the  registrant
certifies that it has reasonable grounds to believe that it meets
all  of  the  requirements for filing on Form S-8  and  has  duly
caused this registration statement to be signed on its behalf  by
the  undersigned, thereunto duly authorized, in Providence, Rhode
Island on this 31st day of October, 1997.

                                   NORTEK, INC.

                                   By: /s/Richard L. Bready
                                      Richard L. Bready
                                      Chairman of the Board

      We,  the undersigned officers and directors of the Company,
hereby  severally  constitute  and  appoint  Richard  L.  Bready,
Richard J. Harris and Kevin W. Donnelly, and each of them singly,
our  true  and  lawful attorneys or attorney to  execute  in  our
names,  in the capacities indicated below, any and all amendments
to  this  registration statement on Form S-8, and all instruments
necessary or incidental in connection therewith, and to file  the
same  with  the  Commission.  Each of said attorneys  shall  have
power  to  act  hereunder  with or  without  any  other  of  said
attorneys,  and  shall  have  full  power  of  substitution   and
resubstitution.  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
to  all intents and purposes as each of the undersigned might  or
could  do  in person, and each of the undersigned hereby ratifies
and approves the acts of said attorneys and each of them.

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

     Name                     Title               Date

/s/Richard L. Bready  Chairman of the Board of  October 31, 1997
Richard L. Bready     Directors and President
                      (Principal Executive
                      Officer)

/s/Richard J. Harris  Vice President and        October 31, 1997
Richard J. Harris     Treasurer (Principal
                      Financial Officer) and
                      Director

/s/Almon C. Hall      Vice President and        October 31, 1997
Almon C. Hall         Controller (Principal
                      Accounting Officer)

/s/Phillip L. Cohen   Director                  October 28, 1997
Phillip L. Cohen

/s/William I. Kelly   Director                  October 25, 1997
William I. Kelly

/s/J. Peter Lyons     Director                  October 28, 1997
J. Peter Lyons
                          EXHIBIT INDEX

      Exhibits  marked with an asterisk are filed herewith.   The
remainder  of  the exhibits have heretofore been filed  with  the
Commission and are incorporated herein by reference:

                                                  Sequentially
Exhibit Number                                    Numbered Pages

4.1    Restated  Certificate of  Incorporation  of
       Nortek,  Inc. (Exhibit 2 to form 8-K  filed
       April 23, 1987).

4.2    Amendment   to   Restated  Certificate   of
       Incorporation  of  Nortek,  Inc.  effective
       May  10,  1989  (Exhibit 3.2 to  Form  10-K
       filed March 30, 1990, File No. 1-6112).

4.3    By-laws   of   Nortek,  Inc.  (as   amended
       through  September 19, 1996)  (Exhibit  3.3
       to  Form 10-Q filed November 5, 1996,  File
       No. 1-6112).

4.4    Indenture  dated  as of February  14,  1994
       between  the Company and State Street  Bank
       and Trust Company, as Trustee, relating  to
       the  9  7/8% Senior Subordinated Notes  due
       2004  (Exhibit 4.5 to Form 10-K filed March
       25, 1994, File No. 1-6112).

4.5    Indenture  dated  as  of  March  17,   1997
       between  the Company and State Street  Bank
       and  Trust Company, as Trustee relating  to
       the  9.25%  Series A and  Series  B  Senior
       Notes  due March 15, 2007 (Exhibit  4.2  to
       Registration Statement No. 333-25505  filed
       April 18, 1997).

4.6    Indenture  dated  as  of  August  26,  1997
       between  the Company and State Street  Bank
       and  Trust Company, as Trustee relating  to
       the  9.125% Series A and B Senior Notes due
       September   1,2007.    (Exhibit   4.1    to
       Registration Statement No. 333-36711  filed
       September 30, 1997).

4.7    Second    Amended   and   Restated   Rights
       Agreement  dated  as  of  April   1,   1996
       between  the Company and State Street  Bank
       and   Trust   Company,  as   Rights   Agent
       (Exhibit  1  to  Form 8-K  filed  April  2,
       1996).

*5.    Opinion of Kevin W. Donnelly, Esq.

*23.1  Consent   of   Kevin  W.   Donnelly,   Esq.
       (contained in Exhibit 5).

*23.2  Consent of Arthur Andersen LLP.

24.    Power  of  Attorney  (see  page  9  of  the
       Registration Statement).
          
99.1   Nortek,   Inc.   1997   Equity   and   Cash
       Incentive  Plan (Exhibit 10.1 to Form  10-Q
       filed May 12, 1997, File No. 1-6112).

99.2   Nortek,  Inc.  1997 Stock Option  Plan  for
       Directors (Exhibit 10.2 to Form 10-Q  filed
       May 12, 1997, File No. 1-6112).

*99.3  Form of Stock Option Certificate.