Registration No. 33-________



                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549

                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1993

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


            Ohio                                    31-0811466
   (State of Incorporation)            (I.R.S. Employer Identification No.)

                                   SHOPSMITH, INC.
                                   6530 Poe Avenue
                                 Dayton, Ohio  45414
                                   (513) 898-6070

              (Name, address, including zip code, and telephone number,
          including area code, of registrant's principal executive offices)


                               1995 STOCK OPTION PLAN
                                (Full title of plan)



                                   J. Michael Herr
                              Thompson, Hine and Flory
                                    P.O. Box 8801
                             2000 Courthouse Plaza N.E.
                                 Dayton, Ohio  45401
                                   (513) 443-6615
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)


                           CALCULATION OF REGISTRATION FEE
                                  Proposed    Proposed
Title of                          maximum     maximum
securities        Amount          offering    aggregate       Amount of
to be             to be           price per   offering        registration
registered        registered      share       price           fee

Common Shares     162,000         $ 1.91      $309,420          $106.70

Common Shares      40,000         $ 2.10      $ 84,000          $ 28.97

Common Shares      48,000         $ 2.19(1)   $105,120(1)       $ 36.25


(1)   Estimated solely for the purpose of calculating the registration fee
      in accordance with Rule 457(h), based upon the reported average of
      the bid and asked price of a Common Share on November 27, 1995.
<PAGE>
                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.

           The following documents filed with the Securities and
Exchange Commission are incorporated herein by reference as of
their respective dates of filing:

           (a)   The Annual Report of Shopsmith, Inc. (the
     "Company") on Form 10-K for the year ended April 1, 1995,
     filed pursuant to Section 13 of the Securities Exchange Act
     of 1934 (the "Exchange Act").

           (b)   The Company's Quarterly Reports on Form 10-Q for
     the quarters ended July 1, 1995 and September 30, 1995,
     filed pursuant to Section 13 of the Exchange Act.

           (c)   All other reports filed pursuant to Section 13(a)
     or 15(d) of the Exchange Act since April 1, 1995.

           (d)   The description of the Company's Common Shares
     contained in the Registration Statement filed pursuant to
     Section 12 of the Exchange Act, including any amendment or
     report filed for the purpose of updating such description.

           All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which
indicates that all Common Shares offered hereunder have been sold
or which deregisters all Common Shares then remaining unsold
hereunder shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such
documents.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Thompson, Hine and Flory has provided a legal opinion
to the Company with respect to the Common Shares of the Company
being registered.  J. Michael Herr, a partner in the firm of
Thompson, Hine and Flory, is a director and Secretary of the
Company.

Item 6.    Indemnification of Directors and Officers.

           Section 5 of Article III of the Company's Amended Code
of Regulations (the "Regulations") set forth the circumstances
under which the Company is required to indemnify its directors
and officers.  These provisions are based on Section 1701.13 of
the General Corporation Law of Ohio ("Section 1701.13"), which
provides that an Ohio corporation shall have the power to
indemnify its directors and officers.
<PAGE>

           The Regulations and Section 1701.13 distinguish between
(a) actions, suits or proceedings other than those brought (or
threatened to be brought) by or in the right of the Company
(referred to herein as "third party actions"), and (b) actions,
suits or proceedings brought (or threatened to be brought) by or
in the right of the Company (referred to herein as "derivative
actions").  In third party actions, Section 1701.13 permits, and
the Regulations require, the Company to indemnify a director or
officer against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement, actually and reasonably
incurred by him in connection with any such action in which he
may be involved by reason of his having acted in such capacity,
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 Company,
and, with respect to any matter which is the subject of a
criminal proceeding, he had no reasonable cause to believe that
his conduct was unlawful.

           In the case of derivative actions, Section 1701.13
permits, and the Regulations require, the Company to indemnify a
director or officer against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense or settlement of such action, 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 Company, except that no indemnification
may be made with respect to any matter as to which he has been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the Company unless a court determines
that he is entitled to indemnification.

           Unless indemnification in respect of a third party
action or derivative action is ordered by a court, the
determination as to whether or not an individual has satisfied
the applicable standard of conduct (and therefore may be
indemnified) must be made by the board of directors by a majority
vote of a quorum consisting of directors of the Company who were
not parties to the action; or if such a quorum is not obtainable,
or if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or by the
shareholders.

           To the extent that a director or officer is successful
on the merits or otherwise in defense of any third party action
or derivative action, Section 1701.13 of the Regulations require
the Company to indemnify such director or officer against
expenses, including attorneys' fees, actually and reasonably
incurred in connection with the action, suit or proceeding
without consideration of the applicable standards of conduct.

           The Regulations and Section 1701.13 expressly provide
that they are not exclusive and that they do not limit any other
indemnification rights to which those seeking indemnification may
be entitled.

           The Company maintains insurance policies which
presently provide protection, within the maximum liability limits

<PAGE>
of the policies and subject to a deductible amount for each
claim, to the Company under its indemnification obligations and
to the directors and officers with respect to certain matters
which are not covered by the Company's indemnification
obligations.

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

           See Index to Exhibits following signature pages.

Item 9.    Undertakings.

           (a)   The undersigned registrant hereby undertakes:

                 (1)  To file, during any period in which offers or
sales are being made of the securities registered hereby, 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 this 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 the undertakings set forth in paragraphs
(i) and (ii) above 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 in this 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.

<PAGE>
           (b)   The undersigned registrant hereby further
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 this 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 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 Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
                               SIGNATURES

           Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Dayton, State of Ohio, on this 29th day of November,
1995.

                            SHOPSMITH, INC.


                            By /s/John R. Folkerth
                               John R. Folkerth
                               Chairman of the Board, President
                               and Chief Executive Officer


           Pursuant to the requirements of the Securities act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
_________________________________________________________________

     Name                   Title                       Date

_________________________________________________________________


/s/John R. Folkerth         Chairman of the Board,      November 29, 1995
John R. Folkerth            President and Chief
                            Executive Officer
                            (principal executive
                            officer)


/s/William C. Becker        Vice President of           November 29, 1995
William C. Becker           Finance, Treasurer
                            and Chief Financial
                            Officer (principal
                            financial and accounting
                            officer)


/s/Robert L. Folkerth*      Director                    November 29, 1995
Robert L. Folkerth


/s/J. Michael Herr   *      Director                    November 29, 1995
J. Michael Herr


/s/Edward A. Nicholson*     Director                    November 29, 1995
Edward A. Nicholson

<PAGE>
/s/John L. Schaefer   *     Director                    November 29, 1995
John L. Schaefer


/s/Brady L. Skinner   *     Director                    November 29, 1995
Brady L. Skinner


/s/Richard L. Snell   *     Director                    November 29, 1995
Richard L. Snell


____________________________

*    The undersigned, by signing his name hereto, executes this
     Registration Statement on Form S-8 pursuant to powers of
     attorney executed by the above-named persons which are included
     as exhibits to this Registration Statement.


                                 /s/William C. Becker
                                 William C. Becker
                                 Attorney-in-Fact

HSL2557.CMS
<PAGE>
                            INDEX TO EXHIBITS



(4)  INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
     HOLDERS, INCLUDING INDENTURES:

     4.1  *Amended Articles of Incorporation
           of Shopsmith, Inc., filed as
           Exhibit 4.1 to the Company's
           Registration Statement on Form
           S-8 (Reg. No. 33-26463)

     4.2  *Amended Code of Regulations of
           Shopsmith, Inc., filed as Exhibit
           4.2 to the Company's Registration
           Statement on Form S-8 (Registration
           No. 33-26463)

     4.3   Shopsmith, Inc. 1995 Stock Option Plan

(5)  OPINION RE LEGALITY:

     5.1   Opinion of Thompson, Hine and Flory

(23) CONSENTS OF EXPERTS AND COUNSEL:

     23.1  Consent of Coopers & Lybrand

     23.2  Consent of Crowe, Chizek and Company

     23.3  Consent of Thompson, Hine and Flory
           (included in their opinion filed as
           Exhibit 5.1)

(24) POWERS OF ATTORNEYS:

     24.1  Manually-signed Powers of Attorney of
           certain persons authorizing execution
           of this Registration Statement and
           amendments hereto on behalf of such
           persons by the attorney-in-fact named
           therein

___________________________

*    Indicates that exhibit is incorporated by reference from a
     previous filing with the Securities and Exchange Commission.
<PAGE>
                                                              EXHIBIT 4.3


                 SHOPSMITH, INC. 1995 STOCK OPTION PLAN

<PAGE>
                             SHOPSMITH, INC.

                         1995 STOCK OPTION PLAN



Section 1.  Purposes.

           The purposes of the 1995 Stock Option Plan (the "Plan")
are (i) to provide incentives to officers and other key employees
of the Company upon whose judgment, initiative and efforts the
long-term growth and success of the Company are largely
dependent; (ii) to assist the Company in attracting and retaining
key employees of proven ability; and (iii) to increase the
identity of interests of such key employees with those of the
Company's shareholders by providing such employees options to
acquire Shares of the Company and Stock Appreciation Rights.

Section 2.  Definitions.

           (a)   "Acquisition Transaction" means (i) the merger or
     consolidation of the Company into or with another
     corporation, if the Company will not be the surviving
     corporation or will become a subsidiary of another
     corporation, (ii) the sale of all or substantially all of
     the assets of the Company, or (iii) the liquidation of the
     Company.

           (b)   "Affiliate" means a person, corporation or other
     entity controlling, controlled by or under common control
     with the Company.

           (c)   "Board" means the Board of Directors of the
     Company.

           (d)   "Code" means the Internal Revenue Code of 1986, as
     amended.

           (e)   "Committee" means the Committee referred to in
     Section 4.

           (f)   "Company" means Shopsmith, Inc.; when used in the
     Plan with reference to employment, "Company" shall include
     any Subsidiary of the Company.

           (g)   "Exchange Act" means the Securities Exchange Act
     of 1934, as amended.

           (h)   "Fair Market Value" means the fair market value of
     a Share as determined by the Committee, based on quoted
     market prices (if any).

<PAGE>
           (i)   "Incentive Stock Option" means an option granted
     under the Plan or any other plan of the Company which
     qualifies as an incentive stock option under Section 422 of
     the Code.

           (j)   "Nonstatutory Option" means an option granted
     under the Plan which by its term does not qualify as an
     Incentive Stock Option.

           (k)   "Qualified Domestic Relations Order" means a
     qualified domestic relations order as defined in the
     Internal Revenue Code of 1986, as amended, or Title I of the
     Employee Retirement Income Security Act, or the rules
     thereunder.

           (l)   "Share" or "Shares" means the Common Shares,
     without par value, of the Company.

           (m)   "Stock Appreciation Right" means the right defined
     in Section 10.

           (n)   "Subsidiary" means any company more than 50% of
     the voting stock of which is owned or controlled, directly
     or indirectly, by the Company.

           (o)   "Tax Date" means the date as of which the amount
     of a withholding tax payment with respect to the exercise of
     an option is calculated.

Section 3.  Shares Subject to the Plan.

     The maximum number of Shares that may be issued under the
Plan is 250,000, subject to the adjustment provided in
Section 12.  Such Shares may be either authorized and unissued or
treasury Shares.  Any Shares subject to an option which for any
reason has terminated or expired or has been cancelled prior to
being fully exercised may again be subject to option under the
Plan.  Shares covered by an option as to which option rights have
terminated by reason of the exercise of a Stock Appreciation
Right, and Shares which have been surrendered to, or withheld by,
the Company to satisfy all or a portion of the option price or a
tax withholding obligation, shall not be available for the grant
of options under the Plan.

Section 4.  Administration.

     The Plan shall be administered by a Committee of the Board,
which shall be comprised of not less than three persons who
qualify as "disinterested persons" within the meaning of Rule
16b-3 (or any successor provision) adopted under the Exchange
Act.
<PAGE>

     The Committee shall have and exercise all the power and
authority granted to it under the Plan.  Subject to the
provisions of the Plan, the Committee shall in its sole
discretion determine the persons [from the class described in
Subsection 5(a)] to whom, and the times at which, options shall
be granted; whether and to what extent any option which is
granted shall be accompanied by Stock Appreciation Rights; the
number of Shares to be subject to each option and each Stock
Appreciation Right; the option price per Share; and the duration
and other terms of each option.  The Committee shall also
interpret the Plan, prescribe, amend and rescind rules and
regulations relating to the Plan, and make all other
determinations necessary or advisable for the administration of
the Plan, and such determinations shall be conclusive.  A
majority of the Committee shall constitute a quorum, and the acts
of a majority of the members present at a meeting at which a
quorum is present, or acts reduced to or approved in writing by
all members of the Committee, shall be acts of the Committee.

Section 5.  Eligibility.

           (a)   Grant of Options.  The Committee may grant one or
     more Incentive Stock Options or Nonstatutory Options to any
     officer or other key employee of the Company.

           (b)   Grant of Stock Appreciation Rights.  Any option or
     portion thereof granted under the Plan may include a Stock
     Appreciation Right.  Such right may be granted at the time
     the option is granted, or it may be granted in respect of an
     outstanding option at any time prior to its exercise,
     cancellation, termination or expiration.

Section 6.  Options and Option Terms.

           (a)   Option Agreement.  The terms of each option
     granted under the Plan, including designation as either an
     Incentive Stock Option or a Nonstatutory Option, shall be
     set forth in a written stock option agreement approved by
     the Committee.

           (b)   Terms of All Options.  The following terms and
     provisions shall apply to all options granted under the
     Plan:

                 (1)  No option may be granted under the Plan at a
           purchase price per Share (the "Option Price") which is
           less than the Fair Market Value of a Share on the date
           the option is granted.

                 (2)  No option may be exercised more than ten
           years after the date of grant of the option.
<PAGE>

                 (3)  At the time an option is granted, the
           Committee may provide that the option may be exercised
           in full or in part only after the passage of a
           specified period or periods of time following the date
           of grant or only if specified conditions have been
           satisfied.

                 (4)  Except as provided in Subsections 6(b)(5) and
           6(b)(6), an option may be exercised only if the
           optionee has been continuously employed by the Company
           since the date of grant of the option.  Whether
           authorized leave of absence or absence for military or
           governmental service shall constitute a termination of
           employment shall be determined by the Committee.

                 (5)  At the time an option is granted, or at such
           other time as the Committee may determine, the
           Committee may provide that, if the holder of the option
           ceases to be employed by the Company for any reason
           (including retirement or disability) other than death,
           the option will continue to be exercisable by the
           holder for such additional period (not to exceed the
           remaining term of such option) after such termination
           of employment as the Committee may provide.

                 (6)  At the time an option is granted, or at such
           other time as the Committee may determine, the
           Committee may provide that, if the holder of the option
           dies while employed by the Company or while entitled to
           the benefits of any additional exercise period
           established by the Committee with respect to such
           option in accordance with Section 6(b)(5), then the
           option will continue to be exercisable (to the extent
           it was exercisable on the date of death) by the person
           or persons (including the holder's estate) to whom the
           holder's rights with respect to such option have passed
           by will or by the laws of descent and distribution or,
           if permitted by Section 11, the holder's designated
           beneficiary, for such additional period after death
           (not to exceed the remaining term of such option) as
           the Committee may provide.

                 (7)  In the event any Acquisition Transaction is
           authorized or approved by either the Board or the
           shareholders of the Company, the Committee shall have
           the authority in its sole discretion to cancel,
           effective upon not less than 30 days' notice, any
           option granted under the Plan.  Promptly after such
           cancellation, the Company shall pay in cash to the
           holder of each cancelled option an amount equal to the
           excess of the aggregate Fair Market Value on the
           effective date of such cancellation of the Shares then
<PAGE>
           subject to the option (whether or not the option is
           then fully exercisable) over the aggregate Option Price
           of such Shares.

                 (8)  At the time an option is granted, the
           Committee may provide for any restrictions or
           limitations on the exercise of the option and/or on the
           transferability of the Shares issuable upon the
           exercise of such option, or specify other terms,
           conditions and restrictions in addition to those set
           forth herein, as it may deem appropriate.

                 (9)  Subject to the ten-year limitation set forth
           in Section 6(b)(2), the Committee may waive or modify
           at any time, either before or after the granting of an
           option, any condition, limitation or restriction with
           respect to the exercise of such option imposed by or
           pursuant to this Section 6 or in Section 7 in such
           circumstances as the Committee may, in its discretion,
           deem appropriate; provided, however, that any such
           waiver or modification with respect to an outstanding
           option shall be subject to the same limitations
           applicable to amendments to outstanding options, as set
           forth in Section 6(b)(10).

                 (10) Subject to the terms and provisions of the
           Plan, the Committee may amend any outstanding option;
           provided, however, that (i) no such amendment may
           reduce the Option Price of the option (except to set
           forth an adjustment in the Option Price made pursuant
           to Section 12) or extend the maximum term during which
           the option, if fully vested, may be exercised, and (ii)
           if the amendment would adversely affect the rights of
           the holder of the option, the consent of such holder to
           such amendment must be obtained.

Section 7.  Additional Provisions Applicable to Incentive Stock
Options.

           (a) The following additional terms and provisions shall
     apply to all Incentive Stock Options granted under the Plan,
     notwithstanding any provision of Section 6(b) to the
     contrary:

                 (1)  No Incentive Stock Option shall be granted to
           an officer or other employee who possesses directly or
           indirectly (as provided in Section 425(d) of the Code)
           at the time of grant more than 10% of the voting power
           of all classes of capital shares of the Company, any
           Subsidiary or any parent of the Company unless (i) the
           Option Price is at least 110% of the Fair Market Value
           of the Shares subject to the Incentive Stock Option on
<PAGE>
           the date the Incentive Stock Option is granted, and
           (ii) the Incentive Stock Option is not exercisable
           after the expiration of five years from the date of
           grant.

                 (2)  The aggregate Fair Market Value (determined
           as of the time an Incentive Stock Option is granted) of
           Shares with respect to which Incentive Stock Options
           are exercisable for the first time by any individual in
           any calendar year shall not exceed $100,000, or such
           other maximum amount permitted by the Code.

                 (3)  No Incentive Stock Option may be granted
           after February 2, 2005.

           (b)   The Committee may grant Incentive Stock Options
     from time to time to employees of the Company who formerly
     were employed by a corporation with which the Company or a
     subsidiary entered into a transaction described in Section
     424(a) of the Code in substitution for Incentive Stock
     Options held by such persons.  Any Incentive Stock Options
     so granted shall be on such terms and conditions as may be
     necessary for the grant to be treated as a substitution
     under Section 424(a) of the Code.  To the extent
     contemplated by Section 424(a) of the Code, any Incentive
     Stock Options so granted need not comply with the
     restrictions set forth in Section 6(b)(1) and 7(a)(1) above.

Section 8.  Procedure for Exercise of Options; Payment.

           An option granted under the Plan may be exercised in
full or in part (but for full Shares only) by the optionee (or
other person specifically permitted under this Plan and the
option to exercise the option) giving written notice of exercise
to the Committee or to an officer of the Company designated by
the Committee.  The Option Price for the Shares purchased shall
be paid in full at the time such notice is given.  An option
shall be deemed exercised on the date the Committee receives
written notice of exercise, together with full payment for the
Shares purchased.  The Option Price shall be paid to the Company
either (i) in cash, (ii) by delivery to the Company of Shares
already-owned by the optionee, (iii) by the retention by the
Company of Shares to be issued upon the exercise of such option,
or (iv) any combination of cash, already-owned Shares and/or
retained Shares.  The Committee may, however, at any time and in
its discretion, adopt guidelines limiting or restricting the use
of already-owned Shares and retained Shares to pay all or any
portion of the Option Price.  To the extent that payment is being
made by retention by the Company of Shares to be issued, payment
shall be deemed to have been made at the time the option holder
gives written instructions to the Company to so retain Shares.
In the event already-owned Shares or retained Shares are used to
<PAGE>
pay all or a portion of the Option Price, the amount credited for
payment shall be the Fair Market Value of the already-owned
Shares or retained Shares on the date the option is exercised.

Section 9.  Tax Withholding.

           With the approval of the Committee, the holder of an
option may elect to have the Company retain from the Shares to be
issued upon the exercise of such option a number of Shares, or
may deliver to the Company a number of other Shares, having a
Fair Market Value on the Tax Date equal to all or any part of the
federal, state and local withholding tax payments (whether
mandatory or permissive) to be made on behalf of the holder with
respect to the exercise of the option (up to a maximum amount
determined by the holder's top marginal tax rate) in lieu of
making such payments in cash.  The Committee may establish from
time to time rules or limitations with respect to the exercise of
the rights described in this paragraph; provided, however, that,
in any event, any such election made by a person subject to
Section 16 of the Exchange Act must be made in accordance with
any applicable rules established thereunder.

Section 10.  Stock Appreciation Rights.

           (a)   Definition.  "Stock Appreciation Right" means the
     right of an optionee to surrender his right to purchase all
     or any portion of the Shares which he is then eligible to
     purchase under his option (such Shares being herein referred
     to as "Unpurchased Shares") and to receive from the Company,
     without payment to the Company, cash equal to the excess of
     the Fair Market Value of the Unpurchased Shares on the date
     the optionee exercises his option for this purpose over the
     aggregate Option Price of the Unpurchased Shares.  An
     exercise of a Stock Appreciation Right is void and of no
     effect if such exercise does not comply with the
     restrictions set forth in Subsection 10(b).

           (b)   Restrictions on Exercise.  Subject to the further
     limitations hereinafter set forth, a Stock Appreciation
     Right shall be exercisable only at such times as the related
     option is exercisable (and to the extent that the related
     option is then exercisable) and only at such times that the
     Fair Market Value of a Share exceeds the Option Price under
     the related option.  Provided the conditions in the
     preceding sentence are satisfied and unless otherwise
     determined by the Committee, an optionee may elect to
     exercise his Stock Appreciation Right (or any portion
     thereof) only during the period beginning on the third
     business day following the date the Company releases for
     publication its latest quarterly or latest annual summary of
     its sales and earnings and ending on the twelfth business
     day following such date; provided, however, that, unless
<PAGE>
     otherwise determined by the Committee, any such exercise
     shall be valid only if the Committee consents in writing to
     the exercise of the right within 45 days after the
     optionee's exercise.  In the event the Committee does
     consent, the right shall be deemed to have been validly
     exercised as of the date the optionee exercised his right.
     The Committee shall be deemed to have disapproved of any
     exercise of the right if it does not grant any required
     consent thereto within 45 days after the exercise by the
     optionee.  In the event the Committee does not grant any
     required consent to an exercise of a Stock Appreciation
     Right, the purported exercise shall be void and of no
     effect.

           (c)   Cancellation.  The right of an optionee to
     exercise a Stock Appreciation Right shall be cancelled if
     and to the extent the related option is exercised.  The
     right of an optionee to exercise an option shall be
     cancelled if and to the extent that Shares covered by such
     option are used to calculate cash received upon the exercise
     of a related Stock Appreciation Right.

           (d)   Procedure for Exercise.  An optionee shall
     exercise a Stock Appreciation Right by giving written notice
     of such exercise, specifying the number of Shares as to
     which the right is exercised, to the Committee or to an
     officer of the Company designated by the Committee.
     Provided the exercise is valid and in accordance with the
     terms of the Plan, the Company shall, promptly after the
     Committee consents to such exercise in writing, deliver or
     pay to the optionee the cash to which he is entitled.

Section 11.  Non-Transferability.

           Options and Stock Appreciation Rights may not be sold,
pledged, assigned, hypothecated, or transferred other than by
will or the laws of descent and distribution.  Nonstatutory
Options and related Stock Appreciation Rights may also be
transferred pursuant to a Qualified Domestic Relations Order.
Options and Stock Appreciation Rights may be exercised during the
lifetime of the optionee only by such optionee or by his legal
representative or, in the case of Nonstatutory Options and
related Stock Appreciation Rights, the transferee under a
Qualified Domestic Relations Order.

Section 12.  Adjustments Upon Changes in Capitalization.

           In the event of a change in outstanding Shares by
reason of a Share dividend, recapitalization, merger,
consolidation, split-up, combination or exchange of shares, or
the like, the maximum number of Shares subject to option during
the existence of the Plan, the number of Shares subject to each
<PAGE>
outstanding option and any related Stock Appreciation Right, and
the Option Price of each outstanding option shall be
appropriately adjusted by the Committee, whose determination in
each case shall be conclusive.

Section 13.  Conditions Upon Granting of Options and Stock
Appreciation Rights and Issuance of Shares.

           No option or Stock Appreciation Right shall be granted
and Shares shall not be issued upon the exercise of an option
unless the grant of options or the Stock Appreciation Right, the
exercise of such option or Stock Appreciation Right, and the
issuance and delivery of Shares or cash pursuant thereto shall
comply with all relevant provisions of state and federal law,
including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or trading
system upon which the Shares may then be listed or traded.

Section 14.  Amendment and Termination of Plan.

           (a)   Amendment.  The Board may from time to time amend
     the Plan, or any provision thereof, in such respects as the
     Board may deem advisable except that, other than with the
     approval of the shareholders of the Company:

                 (1)  the maximum number of Shares that may be
           optioned under the Plan cannot be increased except in
           accordance with Section 12;

                 (2)  the class of employees eligible for the grant
           of options may not be changed;

                 (3)  no option may be granted under the Plan at an
           Option Price which is less than the Fair Market Value
           of a Share on the date the option is granted; and

                 (4)  no option may be granted that is exercisable
           more than ten years after the date of grant of the
           option.

           (b)  Termination.  The Board may at any time terminate
     the Plan.

           (c)   Effect of Termination.  Any termination of the
     Plan shall not adversely affect any option or Stock
     Appreciation Right previously granted and such option or
     Stock Appreciation Right shall remain in full force and
     effect as if the Plan had not been terminated.

<PAGE>
Section 15.  Notices.

     Each notice relating to the Plan shall be in writing and
delivered in person or by first class mail (which may, but need
not, be certified or registered mail) to the proper address.
Each notice shall be deemed to have been given on the date of
actual receipt.  Each notice to the Company shall be addressed as
follows:  Stock Option Committee, c/o Corporate Treasurer,
Shopsmith, Inc., 6530 Poe Avenue, Dayton, Ohio 45414-2591.  Each
notice to a holder of an option or other person then entitled to
exercise an option shall be addressed to such holder or other
person at the holder's address shown on the records of the
Company.  Anyone to whom a notice may be given under this Plan
may designate a new address by written notice to the other party
to that effect.

Section 16.  Employment.

           Neither the Plan nor the grant or award of any option
under the Plan shall confer upon any employee the right to
continued employment with the Company or affect in any way the
right of the Company to terminate the employment of an employee
at any time and for any reason.

Section 17.  Savings Provisions.

           With respect to persons subject to Section 16 of the
Exchange Act, transactions under the Plan are intended to comply
with all applicable conditions of Rules 16b-3 or any successor
rule promulgated under the Exchange Act.  To the extent any
provision of the Plan or action by the Board or the Committee
fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Board or the
Committee.

Section 18.  Shareholder Approval.

           The Plan shall become effective upon its approval by
the affirmative vote of the holders of a majority of the Shares.
Prior to the time such approval is obtained, the Committee may
grant Options under the Plan so long as (i) no such Option will
become exercisable prior to such shareholder approval, and (ii)
all such Options will terminate if such shareholder approval is
not obtained within one year after the date of the grant.





HSL352.TKW

<PAGE>
                                                              EXHIBIT 5.1


                   OPINION OF THOMPSON, HINE AND FLORY
<PAGE>




                            November 29, 1995




Shopsmith, Inc.
6530 Poe Avenue
Dayton, Ohio 45414

Gentlemen:

           We have acted as counsel to Shopsmith, Inc., an Ohio
corporation ("Shopsmith"), in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Plan") and the preparation of
Shopsmith's Registration Statement on Form S-8 being filed with
the Securities and Exchange Commission in connection therewith.

           Please be advised that we have examined such
proceedings and records of Shopsmith, and have made investigation
of such other matters, as in our judgment permits us to render an
informed opinion on the matters set forth herein.  Based upon the
foregoing, it is our opinion that:

           (i)   Shopsmith is a corporation duly organized, validly
     existing and in good standing under the laws of the State of
     Ohio, with full power to issue and sell its Common Shares
     pursuant to the Plan; and

           (ii)  Common Shares of Shopsmith to be issued by
     Shopsmith pursuant to the Plan have been duly authorized
     and, when issued and paid for in accordance with the terms
     of the Plan, will be legally issued, fully paid and non-
     assessable.

           We consent to the use of this opinion as an exhibit to
Shopsmith's Registration Statement on Form S-8 with respect to
the Plan and to the use of our firm name, and the statements made
with respect to us, appearing under Item 5 of Part II of such
Registration Statement.

                                 Very truly yours,


                                 THOMPSON, HINE AND FLORY

<PAGE>
                                                             EXHIBIT 23.1

                      CONSENT OF COOPERS & LYBRAND
<PAGE>


CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement
of Shopsmith, Inc. on Form S-8 of our report dated July 7, 1994, on our
audits of the consolidated financial statements and financial statement
schedule of Shopsmith, Inc. and Subsidiaries as of April 2, 1994 and for
the years ended April 2, 1994 and April 3, 1993 which report is included in
the Annual Report on Form 10-K for the year ended April 1, 1995.

/s/Coopers & Lybrand L.L.P.

Dayton, Ohio
November 29, 1995
<PAGE>
                                                             EXHIBIT 23.2


                  CONSENT OF CROWE, CHIZEK AND COMPANY
<PAGE>

                       INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration Statement
of Shopsmith, Inc. and Subsidiaries on Form S-8 of our report dated June 9,
1995, appearing in and incorporated by reference in the Annual Report on
Form 10-K of Shopsmith, Inc. and Subsidiaries for the year ended April 1,
1995.

                                       /s/Crowe, Chizek and Company
                                       Crowe, Chizek and Company

Columbus, Ohio
November 29, 1995

<PAGE>
                                                             EXHIBIT 24.1


                           POWERS OF ATTORNEY
<PAGE>                                                                  11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY


           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director and officer of the Company, hereby
appoints William C. Becker lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to execute in
the undersigned's name, place and stead, as aforesaid, the
Registration Statement and any amendments to the Registration
Statement and any and all other instruments necessary or
incidental in connection therewith, and to file the same with the
Securities and Exchange Commission.  Such attorney shall have
full power and authority to do and perform, in the name and on
behalf of the undersigned, every act whatsoever necessary or
desirable to be done, as fully to all intents and purposes as the
undersigned might or could do in person.  The undersigned hereby
ratifies and approves the acts of such attorney.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.


                                 /s/John R. Folkerth
                                 JOHN R. FOLKERTH

<PAGE>                                                                 11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY


           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as an officer of the Company, hereby appoints John R.
Folkerth lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Such attorney shall have full power and authority to
do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or desirable to be done, as fully
to all intents and purposes as the undersigned might or could do
in person.  The undersigned hereby ratifies and approves the acts
of such attorney.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.


                                 /s/William C. Becker
                                 WILLIAM C. BECKER

<PAGE>
                                                                 11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY


           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C.Becker, and each of them severally, lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, to execute in the undersigned's name, place and
stead, as aforesaid, the Registration Statement and any
amendments to the Registration Statement and any and all other
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of such attorneys shall have full power and authority to do
and perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done, as fully to all
intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of
such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.



                                 /s/Robert L. Folkerth
                                 Robert L. Folkerth
<PAGE>
                                                                  11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY

           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person.  The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.


                                 /s/J. Michael Herr
                                 J. Michael Herr
<PAGE>
                                                                  11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY


           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undesigned
might or could do in person.  The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.


                                 /s/Edward A. Nicholson
                                 Edward A. Nicholson

<PAGE>
                                                                  11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY


           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power or
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person.  The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.


                                 /s/John L. Schaefer
                                 John L. Schaefer
<PAGE>
                                                                  11-6-95

                             SHOPSMITH, INC.


                            POWER OF ATTORNEY


           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person.  The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.



                                 Richard L. Snell
<PAGE>
                                                                  11-6-95

                             SHOPSMITH, INC.


                            POWER OF ATTORNEY


           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person.  The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.


                                 /s/Brady L. Skinner
                                 Brady L. Skinner

<PAGE>


HSL2557.CMS
11/27/95
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{"company-data": {"conformed-name": "SHOPSMITH INC", "cik": "0000089925", "assigned-sic": "3550", "irs-number": "310811466", "state-of-incorporation": "OH", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64663", "film-number": "95598240"}, "business-address": {"street1": "6530 POE AVENUE", "city": "DAYTON", "state": "OH", "zip": "45414", "phone": "5138986070"}}
Registration No. 33-________

                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549

                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1993

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

            Ohio                                    31-0811466
   (State of Incorporation)            (I.R.S. Employer Identification No.)

                                   SHOPSMITH, INC.
                                   6530 Poe Avenue
                                 Dayton, Ohio  45414
                                   (513) 898-6070

              (Name, address, including zip code, and telephone number,
          including area code, of registrant's principal executive offices)

                               1995 STOCK OPTION PLAN
                                (Full title of plan)

                                   J. Michael Herr
                              Thompson, Hine and Flory
                                    P.O. Box 8801
                             2000 Courthouse Plaza N.E.
                                 Dayton, Ohio  45401
                                   (513) 443-6615
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE
                                  Proposed    Proposed
Title of                          maximum     maximum
securities        Amount          offering    aggregate       Amount of
to be             to be           price per   offering        registration
registered        registered      share       price           fee

Common Shares     162,000         $ 1.91      $309,420          $106.70

Common Shares      40,000         $ 2.10      $ 84,000          $ 28.97

Common Shares      48,000         $ 2.19(1)   $105,120(1)       $ 36.25

(1)   Estimated solely for the purpose of calculating the registration fee
      in accordance with Rule 457(h), based upon the reported average of
      the bid and asked price of a Common Share on November 27, 1995.
PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents filed with the Securities and
Exchange Commission are incorporated herein by reference as of
their respective dates of filing:

           (a)   The Annual Report of Shopsmith, Inc. (the
     "Company") on Form 10-K for the year ended April 1, 1995,
     filed pursuant to Section 13 of the Securities Exchange Act
     of 1934 (the "Exchange Act").

           (b)   The Company's Quarterly Reports on Form 10-Q for
     the quarters ended July 1, 1995 and September 30, 1995,
     filed pursuant to Section 13 of the Exchange Act.

           (c)   All other reports filed pursuant to Section 13(a)
     or 15(d) of the Exchange Act since April 1, 1995.

           (d)   The description of the Company's Common Shares
     contained in the Registration Statement filed pursuant to
     Section 12 of the Exchange Act, including any amendment or
     report filed for the purpose of updating such description.

           All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which
indicates that all Common Shares offered hereunder have been sold
or which deregisters all Common Shares then remaining unsold
hereunder shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such
documents.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Thompson, Hine and Flory has provided a legal opinion
to the Company with respect to the Common Shares of the Company
being registered.  J. Michael Herr, a partner in the firm of
Thompson, Hine and Flory, is a director and Secretary of the
Company.

Item 6.    Indemnification of Directors and Officers.

           Section 5 of Article III of the Company's Amended Code
of Regulations (the "Regulations") set forth the circumstances
under which the Company is required to indemnify its directors
and officers.  These provisions are based on Section 1701.13 of
the General Corporation Law of Ohio ("Section 1701.13"), which
provides that an Ohio corporation shall have the power to
indemnify its directors and officers.
The Regulations and Section 1701.13 distinguish between
(a) actions, suits or proceedings other than those brought (or
threatened to be brought) by or in the right of the Company
(referred to herein as "third party actions"), and (b) actions,
suits or proceedings brought (or threatened to be brought) by or
in the right of the Company (referred to herein as "derivative
actions").  In third party actions, Section 1701.13 permits, and
the Regulations require, the Company to indemnify a director or
officer against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement, actually and reasonably
incurred by him in connection with any such action in which he
may be involved by reason of his having acted in such capacity,
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 Company,
and, with respect to any matter which is the subject of a
criminal proceeding, he had no reasonable cause to believe that
his conduct was unlawful.

           In the case of derivative actions, Section 1701.13
permits, and the Regulations require, the Company to indemnify a
director or officer against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense or settlement of such action, 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 Company, except that no indemnification
may be made with respect to any matter as to which he has been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the Company unless a court determines
that he is entitled to indemnification.

           Unless indemnification in respect of a third party
action or derivative action is ordered by a court, the
determination as to whether or not an individual has satisfied
the applicable standard of conduct (and therefore may be
indemnified) must be made by the board of directors by a majority
vote of a quorum consisting of directors of the Company who were
not parties to the action; or if such a quorum is not obtainable,
or if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or by the
shareholders.

           To the extent that a director or officer is successful
on the merits or otherwise in defense of any third party action
or derivative action, Section 1701.13 of the Regulations require
the Company to indemnify such director or officer against
expenses, including attorneys' fees, actually and reasonably
incurred in connection with the action, suit or proceeding
without consideration of the applicable standards of conduct.

           The Regulations and Section 1701.13 expressly provide
that they are not exclusive and that they do not limit any other
indemnification rights to which those seeking indemnification may
be entitled.

           The Company maintains insurance policies which
presently provide protection, within the maximum liability limits
of the policies and subject to a deductible amount for each
claim, to the Company under its indemnification obligations and
to the directors and officers with respect to certain matters
which are not covered by the Company's indemnification
obligations.

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

           See Index to Exhibits following signature pages.

Item 9.    Undertakings.

           (a)   The undersigned registrant hereby undertakes:

                 (1)  To file, during any period in which offers or
sales are being made of the securities registered hereby, 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 this 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 the undertakings set forth in paragraphs
(i) and (ii) above 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 in this registration
statement.

                 (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                 (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b)   The undersigned registrant hereby further
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 this 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 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 Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

           Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Dayton, State of Ohio, on this 29th day of November,
1995.

                            SHOPSMITH, INC.

                            By /s/John R. Folkerth
                               John R. Folkerth
                               Chairman of the Board, President
                               and Chief Executive Officer

           Pursuant to the requirements of the Securities act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
_________________________________________________________________

     Name                   Title                       Date

_________________________________________________________________

/s/John R. Folkerth         Chairman of the Board,      November 29, 1995
John R. Folkerth            President and Chief
                            Executive Officer
                            (principal executive
                            officer)

/s/William C. Becker        Vice President of           November 29, 1995
William C. Becker           Finance, Treasurer
                            and Chief Financial
                            Officer (principal
                            financial and accounting
                            officer)

/s/Robert L. Folkerth*      Director                    November 29, 1995
Robert L. Folkerth

/s/J. Michael Herr   *      Director                    November 29, 1995
J. Michael Herr

/s/Edward A. Nicholson*     Director                    November 29, 1995
Edward A. Nicholson
/s/John L. Schaefer   *     Director                    November 29, 1995
John L. Schaefer

/s/Brady L. Skinner   *     Director                    November 29, 1995
Brady L. Skinner

/s/Richard L. Snell   *     Director                    November 29, 1995
Richard L. Snell

____________________________

*    The undersigned, by signing his name hereto, executes this
     Registration Statement on Form S-8 pursuant to powers of
     attorney executed by the above-named persons which are included
     as exhibits to this Registration Statement.

                                 /s/William C. Becker
                                 William C. Becker
                                 Attorney-in-Fact

HSL2557.CMS
INDEX TO EXHIBITS

(4)  INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
     HOLDERS, INCLUDING INDENTURES:

     4.1  *Amended Articles of Incorporation
           of Shopsmith, Inc., filed as
           Exhibit 4.1 to the Company's
           Registration Statement on Form
           S-8 (Reg. No. 33-26463)

     4.2  *Amended Code of Regulations of
           Shopsmith, Inc., filed as Exhibit
           4.2 to the Company's Registration
           Statement on Form S-8 (Registration
           No. 33-26463)

     4.3   Shopsmith, Inc. 1995 Stock Option Plan

(5)  OPINION RE LEGALITY:

     5.1   Opinion of Thompson, Hine and Flory

(23) CONSENTS OF EXPERTS AND COUNSEL:

     23.1  Consent of Coopers & Lybrand

     23.2  Consent of Crowe, Chizek and Company

     23.3  Consent of Thompson, Hine and Flory
           (included in their opinion filed as
           Exhibit 5.1)

(24) POWERS OF ATTORNEYS:

     24.1  Manually-signed Powers of Attorney of
           certain persons authorizing execution
           of this Registration Statement and
           amendments hereto on behalf of such
           persons by the attorney-in-fact named
           therein

___________________________

*    Indicates that exhibit is incorporated by reference from a
     previous filing with the Securities and Exchange Commission.
EXHIBIT 4.3

                 SHOPSMITH, INC. 1995 STOCK OPTION PLAN
SHOPSMITH, INC.

                         1995 STOCK OPTION PLAN

Section 1.  Purposes.

           The purposes of the 1995 Stock Option Plan (the "Plan")
are (i) to provide incentives to officers and other key employees
of the Company upon whose judgment, initiative and efforts the
long-term growth and success of the Company are largely
dependent; (ii) to assist the Company in attracting and retaining
key employees of proven ability; and (iii) to increase the
identity of interests of such key employees with those of the
Company's shareholders by providing such employees options to
acquire Shares of the Company and Stock Appreciation Rights.

Section 2.  Definitions.

           (a)   "Acquisition Transaction" means (i) the merger or
     consolidation of the Company into or with another
     corporation, if the Company will not be the surviving
     corporation or will become a subsidiary of another
     corporation, (ii) the sale of all or substantially all of
     the assets of the Company, or (iii) the liquidation of the
     Company.

           (b)   "Affiliate" means a person, corporation or other
     entity controlling, controlled by or under common control
     with the Company.

           (c)   "Board" means the Board of Directors of the
     Company.

           (d)   "Code" means the Internal Revenue Code of 1986, as
     amended.

           (e)   "Committee" means the Committee referred to in
     Section 4.

           (f)   "Company" means Shopsmith, Inc.; when used in the
     Plan with reference to employment, "Company" shall include
     any Subsidiary of the Company.

           (g)   "Exchange Act" means the Securities Exchange Act
     of 1934, as amended.

           (h)   "Fair Market Value" means the fair market value of
     a Share as determined by the Committee, based on quoted
     market prices (if any).
(i)   "Incentive Stock Option" means an option granted
     under the Plan or any other plan of the Company which
     qualifies as an incentive stock option under Section 422 of
     the Code.

           (j)   "Nonstatutory Option" means an option granted
     under the Plan which by its term does not qualify as an
     Incentive Stock Option.

           (k)   "Qualified Domestic Relations Order" means a
     qualified domestic relations order as defined in the
     Internal Revenue Code of 1986, as amended, or Title I of the
     Employee Retirement Income Security Act, or the rules
     thereunder.

           (l)   "Share" or "Shares" means the Common Shares,
     without par value, of the Company.

           (m)   "Stock Appreciation Right" means the right defined
     in Section 10.

           (n)   "Subsidiary" means any company more than 50% of
     the voting stock of which is owned or controlled, directly
     or indirectly, by the Company.

           (o)   "Tax Date" means the date as of which the amount
     of a withholding tax payment with respect to the exercise of
     an option is calculated.

Section 3.  Shares Subject to the Plan.

     The maximum number of Shares that may be issued under the
Plan is 250,000, subject to the adjustment provided in
Section 12.  Such Shares may be either authorized and unissued or
treasury Shares.  Any Shares subject to an option which for any
reason has terminated or expired or has been cancelled prior to
being fully exercised may again be subject to option under the
Plan.  Shares covered by an option as to which option rights have
terminated by reason of the exercise of a Stock Appreciation
Right, and Shares which have been surrendered to, or withheld by,
the Company to satisfy all or a portion of the option price or a
tax withholding obligation, shall not be available for the grant
of options under the Plan.

Section 4.  Administration.

     The Plan shall be administered by a Committee of the Board,
which shall be comprised of not less than three persons who
qualify as "disinterested persons" within the meaning of Rule
16b-3 (or any successor provision) adopted under the Exchange
Act.
The Committee shall have and exercise all the power and
authority granted to it under the Plan.  Subject to the
provisions of the Plan, the Committee shall in its sole
discretion determine the persons [from the class described in
Subsection 5(a)] to whom, and the times at which, options shall
be granted; whether and to what extent any option which is
granted shall be accompanied by Stock Appreciation Rights; the
number of Shares to be subject to each option and each Stock
Appreciation Right; the option price per Share; and the duration
and other terms of each option.  The Committee shall also
interpret the Plan, prescribe, amend and rescind rules and
regulations relating to the Plan, and make all other
determinations necessary or advisable for the administration of
the Plan, and such determinations shall be conclusive.  A
majority of the Committee shall constitute a quorum, and the acts
of a majority of the members present at a meeting at which a
quorum is present, or acts reduced to or approved in writing by
all members of the Committee, shall be acts of the Committee.

Section 5.  Eligibility.

           (a)   Grant of Options.  The Committee may grant one or
     more Incentive Stock Options or Nonstatutory Options to any
     officer or other key employee of the Company.

           (b)   Grant of Stock Appreciation Rights.  Any option or
     portion thereof granted under the Plan may include a Stock
     Appreciation Right.  Such right may be granted at the time
     the option is granted, or it may be granted in respect of an
     outstanding option at any time prior to its exercise,
     cancellation, termination or expiration.

Section 6.  Options and Option Terms.

           (a)   Option Agreement.  The terms of each option
     granted under the Plan, including designation as either an
     Incentive Stock Option or a Nonstatutory Option, shall be
     set forth in a written stock option agreement approved by
     the Committee.

           (b)   Terms of All Options.  The following terms and
     provisions shall apply to all options granted under the
     Plan:

                 (1)  No option may be granted under the Plan at a
           purchase price per Share (the "Option Price") which is
           less than the Fair Market Value of a Share on the date
           the option is granted.

                 (2)  No option may be exercised more than ten
           years after the date of grant of the option.
(3)  At the time an option is granted, the
           Committee may provide that the option may be exercised
           in full or in part only after the passage of a
           specified period or periods of time following the date
           of grant or only if specified conditions have been
           satisfied.

                 (4)  Except as provided in Subsections 6(b)(5) and
           6(b)(6), an option may be exercised only if the
           optionee has been continuously employed by the Company
           since the date of grant of the option.  Whether
           authorized leave of absence or absence for military or
           governmental service shall constitute a termination of
           employment shall be determined by the Committee.

                 (5)  At the time an option is granted, or at such
           other time as the Committee may determine, the
           Committee may provide that, if the holder of the option
           ceases to be employed by the Company for any reason
           (including retirement or disability) other than death,
           the option will continue to be exercisable by the
           holder for such additional period (not to exceed the
           remaining term of such option) after such termination
           of employment as the Committee may provide.

                 (6)  At the time an option is granted, or at such
           other time as the Committee may determine, the
           Committee may provide that, if the holder of the option
           dies while employed by the Company or while entitled to
           the benefits of any additional exercise period
           established by the Committee with respect to such
           option in accordance with Section 6(b)(5), then the
           option will continue to be exercisable (to the extent
           it was exercisable on the date of death) by the person
           or persons (including the holder's estate) to whom the
           holder's rights with respect to such option have passed
           by will or by the laws of descent and distribution or,
           if permitted by Section 11, the holder's designated
           beneficiary, for such additional period after death
           (not to exceed the remaining term of such option) as
           the Committee may provide.

                 (7)  In the event any Acquisition Transaction is
           authorized or approved by either the Board or the
           shareholders of the Company, the Committee shall have
           the authority in its sole discretion to cancel,
           effective upon not less than 30 days' notice, any
           option granted under the Plan.  Promptly after such
           cancellation, the Company shall pay in cash to the
           holder of each cancelled option an amount equal to the
           excess of the aggregate Fair Market Value on the
           effective date of such cancellation of the Shares then
subject to the option (whether or not the option is
           then fully exercisable) over the aggregate Option Price
           of such Shares.

                 (8)  At the time an option is granted, the
           Committee may provide for any restrictions or
           limitations on the exercise of the option and/or on the
           transferability of the Shares issuable upon the
           exercise of such option, or specify other terms,
           conditions and restrictions in addition to those set
           forth herein, as it may deem appropriate.

                 (9)  Subject to the ten-year limitation set forth
           in Section 6(b)(2), the Committee may waive or modify
           at any time, either before or after the granting of an
           option, any condition, limitation or restriction with
           respect to the exercise of such option imposed by or
           pursuant to this Section 6 or in Section 7 in such
           circumstances as the Committee may, in its discretion,
           deem appropriate; provided, however, that any such
           waiver or modification with respect to an outstanding
           option shall be subject to the same limitations
           applicable to amendments to outstanding options, as set
           forth in Section 6(b)(10).

                 (10) Subject to the terms and provisions of the
           Plan, the Committee may amend any outstanding option;
           provided, however, that (i) no such amendment may
           reduce the Option Price of the option (except to set
           forth an adjustment in the Option Price made pursuant
           to Section 12) or extend the maximum term during which
           the option, if fully vested, may be exercised, and (ii)
           if the amendment would adversely affect the rights of
           the holder of the option, the consent of such holder to
           such amendment must be obtained.

Section 7.  Additional Provisions Applicable to Incentive Stock
Options.

           (a) The following additional terms and provisions shall
     apply to all Incentive Stock Options granted under the Plan,
     notwithstanding any provision of Section 6(b) to the
     contrary:

                 (1)  No Incentive Stock Option shall be granted to
           an officer or other employee who possesses directly or
           indirectly (as provided in Section 425(d) of the Code)
           at the time of grant more than 10% of the voting power
           of all classes of capital shares of the Company, any
           Subsidiary or any parent of the Company unless (i) the
           Option Price is at least 110% of the Fair Market Value
           of the Shares subject to the Incentive Stock Option on
the date the Incentive Stock Option is granted, and
           (ii) the Incentive Stock Option is not exercisable
           after the expiration of five years from the date of
           grant.

                 (2)  The aggregate Fair Market Value (determined
           as of the time an Incentive Stock Option is granted) of
           Shares with respect to which Incentive Stock Options
           are exercisable for the first time by any individual in
           any calendar year shall not exceed $100,000, or such
           other maximum amount permitted by the Code.

                 (3)  No Incentive Stock Option may be granted
           after February 2, 2005.

           (b)   The Committee may grant Incentive Stock Options
     from time to time to employees of the Company who formerly
     were employed by a corporation with which the Company or a
     subsidiary entered into a transaction described in Section
     424(a) of the Code in substitution for Incentive Stock
     Options held by such persons.  Any Incentive Stock Options
     so granted shall be on such terms and conditions as may be
     necessary for the grant to be treated as a substitution
     under Section 424(a) of the Code.  To the extent
     contemplated by Section 424(a) of the Code, any Incentive
     Stock Options so granted need not comply with the
     restrictions set forth in Section 6(b)(1) and 7(a)(1) above.

Section 8.  Procedure for Exercise of Options; Payment.

           An option granted under the Plan may be exercised in
full or in part (but for full Shares only) by the optionee (or
other person specifically permitted under this Plan and the
option to exercise the option) giving written notice of exercise
to the Committee or to an officer of the Company designated by
the Committee.  The Option Price for the Shares purchased shall
be paid in full at the time such notice is given.  An option
shall be deemed exercised on the date the Committee receives
written notice of exercise, together with full payment for the
Shares purchased.  The Option Price shall be paid to the Company
either (i) in cash, (ii) by delivery to the Company of Shares
already-owned by the optionee, (iii) by the retention by the
Company of Shares to be issued upon the exercise of such option,
or (iv) any combination of cash, already-owned Shares and/or
retained Shares.  The Committee may, however, at any time and in
its discretion, adopt guidelines limiting or restricting the use
of already-owned Shares and retained Shares to pay all or any
portion of the Option Price.  To the extent that payment is being
made by retention by the Company of Shares to be issued, payment
shall be deemed to have been made at the time the option holder
gives written instructions to the Company to so retain Shares.
In the event already-owned Shares or retained Shares are used to
pay all or a portion of the Option Price, the amount credited for
payment shall be the Fair Market Value of the already-owned
Shares or retained Shares on the date the option is exercised.

Section 9.  Tax Withholding.

           With the approval of the Committee, the holder of an
option may elect to have the Company retain from the Shares to be
issued upon the exercise of such option a number of Shares, or
may deliver to the Company a number of other Shares, having a
Fair Market Value on the Tax Date equal to all or any part of the
federal, state and local withholding tax payments (whether
mandatory or permissive) to be made on behalf of the holder with
respect to the exercise of the option (up to a maximum amount
determined by the holder's top marginal tax rate) in lieu of
making such payments in cash.  The Committee may establish from
time to time rules or limitations with respect to the exercise of
the rights described in this paragraph; provided, however, that,
in any event, any such election made by a person subject to
Section 16 of the Exchange Act must be made in accordance with
any applicable rules established thereunder.

Section 10.  Stock Appreciation Rights.

           (a)   Definition.  "Stock Appreciation Right" means the
     right of an optionee to surrender his right to purchase all
     or any portion of the Shares which he is then eligible to
     purchase under his option (such Shares being herein referred
     to as "Unpurchased Shares") and to receive from the Company,
     without payment to the Company, cash equal to the excess of
     the Fair Market Value of the Unpurchased Shares on the date
     the optionee exercises his option for this purpose over the
     aggregate Option Price of the Unpurchased Shares.  An
     exercise of a Stock Appreciation Right is void and of no
     effect if such exercise does not comply with the
     restrictions set forth in Subsection 10(b).

           (b)   Restrictions on Exercise.  Subject to the further
     limitations hereinafter set forth, a Stock Appreciation
     Right shall be exercisable only at such times as the related
     option is exercisable (and to the extent that the related
     option is then exercisable) and only at such times that the
     Fair Market Value of a Share exceeds the Option Price under
     the related option.  Provided the conditions in the
     preceding sentence are satisfied and unless otherwise
     determined by the Committee, an optionee may elect to
     exercise his Stock Appreciation Right (or any portion
     thereof) only during the period beginning on the third
     business day following the date the Company releases for
     publication its latest quarterly or latest annual summary of
     its sales and earnings and ending on the twelfth business
     day following such date; provided, however, that, unless
otherwise determined by the Committee, any such exercise
     shall be valid only if the Committee consents in writing to
     the exercise of the right within 45 days after the
     optionee's exercise.  In the event the Committee does
     consent, the right shall be deemed to have been validly
     exercised as of the date the optionee exercised his right.
     The Committee shall be deemed to have disapproved of any
     exercise of the right if it does not grant any required
     consent thereto within 45 days after the exercise by the
     optionee.  In the event the Committee does not grant any
     required consent to an exercise of a Stock Appreciation
     Right, the purported exercise shall be void and of no
     effect.

           (c)   Cancellation.  The right of an optionee to
     exercise a Stock Appreciation Right shall be cancelled if
     and to the extent the related option is exercised.  The
     right of an optionee to exercise an option shall be
     cancelled if and to the extent that Shares covered by such
     option are used to calculate cash received upon the exercise
     of a related Stock Appreciation Right.

           (d)   Procedure for Exercise.  An optionee shall
     exercise a Stock Appreciation Right by giving written notice
     of such exercise, specifying the number of Shares as to
     which the right is exercised, to the Committee or to an
     officer of the Company designated by the Committee.
     Provided the exercise is valid and in accordance with the
     terms of the Plan, the Company shall, promptly after the
     Committee consents to such exercise in writing, deliver or
     pay to the optionee the cash to which he is entitled.

Section 11.  Non-Transferability.

           Options and Stock Appreciation Rights may not be sold,
pledged, assigned, hypothecated, or transferred other than by
will or the laws of descent and distribution.  Nonstatutory
Options and related Stock Appreciation Rights may also be
transferred pursuant to a Qualified Domestic Relations Order.
Options and Stock Appreciation Rights may be exercised during the
lifetime of the optionee only by such optionee or by his legal
representative or, in the case of Nonstatutory Options and
related Stock Appreciation Rights, the transferee under a
Qualified Domestic Relations Order.

Section 12.  Adjustments Upon Changes in Capitalization.

           In the event of a change in outstanding Shares by
reason of a Share dividend, recapitalization, merger,
consolidation, split-up, combination or exchange of shares, or
the like, the maximum number of Shares subject to option during
the existence of the Plan, the number of Shares subject to each
outstanding option and any related Stock Appreciation Right, and
the Option Price of each outstanding option shall be
appropriately adjusted by the Committee, whose determination in
each case shall be conclusive.

Section 13.  Conditions Upon Granting of Options and Stock
Appreciation Rights and Issuance of Shares.

           No option or Stock Appreciation Right shall be granted
and Shares shall not be issued upon the exercise of an option
unless the grant of options or the Stock Appreciation Right, the
exercise of such option or Stock Appreciation Right, and the
issuance and delivery of Shares or cash pursuant thereto shall
comply with all relevant provisions of state and federal law,
including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or trading
system upon which the Shares may then be listed or traded.

Section 14.  Amendment and Termination of Plan.

           (a)   Amendment.  The Board may from time to time amend
     the Plan, or any provision thereof, in such respects as the
     Board may deem advisable except that, other than with the
     approval of the shareholders of the Company:

                 (1)  the maximum number of Shares that may be
           optioned under the Plan cannot be increased except in
           accordance with Section 12;

                 (2)  the class of employees eligible for the grant
           of options may not be changed;

                 (3)  no option may be granted under the Plan at an
           Option Price which is less than the Fair Market Value
           of a Share on the date the option is granted; and

                 (4)  no option may be granted that is exercisable
           more than ten years after the date of grant of the
           option.

           (b)  Termination.  The Board may at any time terminate
     the Plan.

           (c)   Effect of Termination.  Any termination of the
     Plan shall not adversely affect any option or Stock
     Appreciation Right previously granted and such option or
     Stock Appreciation Right shall remain in full force and
     effect as if the Plan had not been terminated.
Section 15.  Notices.

     Each notice relating to the Plan shall be in writing and
delivered in person or by first class mail (which may, but need
not, be certified or registered mail) to the proper address.
Each notice shall be deemed to have been given on the date of
actual receipt.  Each notice to the Company shall be addressed as
follows:  Stock Option Committee, c/o Corporate Treasurer,
Shopsmith, Inc., 6530 Poe Avenue, Dayton, Ohio 45414-2591.  Each
notice to a holder of an option or other person then entitled to
exercise an option shall be addressed to such holder or other
person at the holder's address shown on the records of the
Company.  Anyone to whom a notice may be given under this Plan
may designate a new address by written notice to the other party
to that effect.

Section 16.  Employment.

           Neither the Plan nor the grant or award of any option
under the Plan shall confer upon any employee the right to
continued employment with the Company or affect in any way the
right of the Company to terminate the employment of an employee
at any time and for any reason.

Section 17.  Savings Provisions.

           With respect to persons subject to Section 16 of the
Exchange Act, transactions under the Plan are intended to comply
with all applicable conditions of Rules 16b-3 or any successor
rule promulgated under the Exchange Act.  To the extent any
provision of the Plan or action by the Board or the Committee
fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Board or the
Committee.

Section 18.  Shareholder Approval.

           The Plan shall become effective upon its approval by
the affirmative vote of the holders of a majority of the Shares.
Prior to the time such approval is obtained, the Committee may
grant Options under the Plan so long as (i) no such Option will
become exercisable prior to such shareholder approval, and (ii)
all such Options will terminate if such shareholder approval is
not obtained within one year after the date of the grant.

HSL352.TKW
EXHIBIT 5.1

                   OPINION OF THOMPSON, HINE AND FLORY
November 29, 1995

Shopsmith, Inc.
6530 Poe Avenue
Dayton, Ohio 45414

Gentlemen:

           We have acted as counsel to Shopsmith, Inc., an Ohio
corporation ("Shopsmith"), in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Plan") and the preparation of
Shopsmith's Registration Statement on Form S-8 being filed with
the Securities and Exchange Commission in connection therewith.

           Please be advised that we have examined such
proceedings and records of Shopsmith, and have made investigation
of such other matters, as in our judgment permits us to render an
informed opinion on the matters set forth herein.  Based upon the
foregoing, it is our opinion that:

           (i)   Shopsmith is a corporation duly organized, validly
     existing and in good standing under the laws of the State of
     Ohio, with full power to issue and sell its Common Shares
     pursuant to the Plan; and

           (ii)  Common Shares of Shopsmith to be issued by
     Shopsmith pursuant to the Plan have been duly authorized
     and, when issued and paid for in accordance with the terms
     of the Plan, will be legally issued, fully paid and non-
     assessable.

           We consent to the use of this opinion as an exhibit to
Shopsmith's Registration Statement on Form S-8 with respect to
the Plan and to the use of our firm name, and the statements made
with respect to us, appearing under Item 5 of Part II of such
Registration Statement.

                                 Very truly yours,

                                 THOMPSON, HINE AND FLORY
EXHIBIT 23.1

                      CONSENT OF COOPERS & LYBRAND
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement
of Shopsmith, Inc. on Form S-8 of our report dated July 7, 1994, on our
audits of the consolidated financial statements and financial statement
schedule of Shopsmith, Inc. and Subsidiaries as of April 2, 1994 and for
the years ended April 2, 1994 and April 3, 1993 which report is included in
the Annual Report on Form 10-K for the year ended April 1, 1995.

/s/Coopers & Lybrand L.L.P.

Dayton, Ohio
November 29, 1995
EXHIBIT 23.2

                  CONSENT OF CROWE, CHIZEK AND COMPANY
INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration Statement
of Shopsmith, Inc. and Subsidiaries on Form S-8 of our report dated June 9,
1995, appearing in and incorporated by reference in the Annual Report on
Form 10-K of Shopsmith, Inc. and Subsidiaries for the year ended April 1,
1995.

                                       /s/Crowe, Chizek and Company
                                       Crowe, Chizek and Company

Columbus, Ohio
November 29, 1995
EXHIBIT 24.1

                           POWERS OF ATTORNEY
11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY

           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director and officer of the Company, hereby
appoints William C. Becker lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to execute in
the undersigned's name, place and stead, as aforesaid, the
Registration Statement and any amendments to the Registration
Statement and any and all other instruments necessary or
incidental in connection therewith, and to file the same with the
Securities and Exchange Commission.  Such attorney shall have
full power and authority to do and perform, in the name and on
behalf of the undersigned, every act whatsoever necessary or
desirable to be done, as fully to all intents and purposes as the
undersigned might or could do in person.  The undersigned hereby
ratifies and approves the acts of such attorney.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.

                                 /s/John R. Folkerth
                                 JOHN R. FOLKERTH
11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY

           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as an officer of the Company, hereby appoints John R.
Folkerth lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Such attorney shall have full power and authority to
do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or desirable to be done, as fully
to all intents and purposes as the undersigned might or could do
in person.  The undersigned hereby ratifies and approves the acts
of such attorney.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.

                                 /s/William C. Becker
                                 WILLIAM C. BECKER
11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY

           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C.Becker, and each of them severally, lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, to execute in the undersigned's name, place and
stead, as aforesaid, the Registration Statement and any
amendments to the Registration Statement and any and all other
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of such attorneys shall have full power and authority to do
and perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done, as fully to all
intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of
such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.

                                 /s/Robert L. Folkerth
                                 Robert L. Folkerth
11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY

           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person.  The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.

                                 /s/J. Michael Herr
                                 J. Michael Herr
11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY

           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undesigned
might or could do in person.  The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.

                                 /s/Edward A. Nicholson
                                 Edward A. Nicholson
11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY

           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power or
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person.  The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.

                                 /s/John L. Schaefer
                                 John L. Schaefer
11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY

           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person.  The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.

                                 Richard L. Snell
11-6-95

                             SHOPSMITH, INC.

                            POWER OF ATTORNEY

           WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");

           NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission.  Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person.  The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.

           IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.

                                 /s/Brady L. Skinner
                                 Brady L. Skinner
HSL2557.CMS
11/27/95