SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933
                         _____________

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

                            Delaware
(State or other jurisdiction of incorporation or organization)

                           38-0865770
               (I.R.S. Employer Identification No.)

1825 S. Woodward, Suite 240, Bloomfield Hills, Michigan 48302
(810)253-2400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

                          NEWCOR, INC.
                  1996 NON-EMPLOYEE DIRECTORS
                        STOCK OPTION PLAN
                    (Full title of the plan)

                       W. John Weinhardt
             President and Chief Executive Officer
                          Newcor, Inc.
                  1825 S. Woodward, Suite 240
                Bloomfield Hills, Michigan 48302
                         (810) 253-2400
      (Name, address, including zip code, and telephone number,
including area code, of agent for service)
                         _____________
                            Copy to:
                      Karen A. McCoy, ESQ.
              Miller, Canfield, Paddock and Stone
                 150 West Jefferson, Suite 2500
                    Detroit, Michigan 48226
                         (313) 963-6420

                CALCULATION OF REGISTRATION FEE


 Title of     Amount to      Proposed     Proposed    Amount of
each class        be         maximum      maximum     registra-
    of        registered     offering    aggregate    tion fee
securities                  price per     offering
   to be                    share (1)     price(1)
registered
CommonStock    100,000         $8.3125    $831,250     $259.77
 $1.00 par      shares
   value



     (1)  Pursuant to Rule 457(h)(1) under the Securities Act,
the offering price  is  based upon the average high and low sales prices of
the  Common Stock  as  reported  on  the  National Association  of
Securities  Dealers National Market System on  March 7, 1997.

                            PART II

            INFORMATION REQUIRED IN THE REGISTRATION
                           STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents heretofore filed by Registrant pursuant to the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  hereby
are   incorporated  in  this  Registration  Statement  by reference:   (a)
Registrant's  Annual Report on Form 10-K for the fiscal year ended  October
31,  1996; and (b) the description of Registrant's common stock, $1.00  par
value, included in Registrant's Exchange Act Registration Statement on Form
8-A,  dated  December  30,  1991.   All  documents  subsequently filed  by
Registrant  pursuant to Sections 13(a), 14, and 15(d) of the Exchange  Act,
prior to the filing of a post-effective amendment which indicates that  all
securities offered have been sold or which deregisters all securities  then
remaining unsold, shall be deemed to be incorporated by reference in  this
Registration Statement and to be part hereof from the date of filing  such
documents.


Item 4.  Description of Securities.

     Not applicable.


Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

      The General Corporation Law ("GCL") of the State of Delaware provides
that  a  Delaware corporation, such as Registrant, may indemnify a director
or  officer  against his or her expenses and judgments, fines, and  amounts
paid in settlement actually and reasonably incurred in connection with  any
action, suit, or proceeding (other than an action by or in the right of the
corporation) involving such person by reason of the fact that such  person
is or was a director or officer, concerning actions taken in good faith and
in  a  manner  reasonably  believed to be in or not  opposed  to the  best
interest  of  the corporation and, with respect to any criminal action  or
proceeding,  without reasonable cause to believe his  or  her conduct  was
unlawful.   The GCL also provides that in a derivative action,a Delaware
corporation  may  indemnify  its directors and  officers  against expenses
actually  and  reasonably  incurred to the extent  that  such director  or
officer  acted  in  good  faith and in a manner such  director or  officer
reasonably  believed to be in or not opposed to the best interests  of  the
corporation, except that no indemnification may be made with respect to any
claim, issue, or matter as to which such director or officer is adjudged to
be  liable to the corporation unless and only to the extent that the  court
determines upon application that, despite the adjudication of liability but
in  view of all the circumstances of the case, such director or officer  is
fairly  and  reasonably entitled to indemnity for such expenses which  the
court  deems proper.  The GCL also generally permits the advancement  of  a
director's or officer's expenses, including by means of a mandatory charter
or  bylaw  provision to that effect, in lieu of requiring the authorization
of  such  advancement by the corporation's board of directors in specific
cases.

       Section  102(b)(7)  of  the  GCL  provides  that  a certificate  of
incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders
for monetary damages  for  breach  of fiduciary duty as a director,
provided that such provision  may not eliminate or limit the liability of a
director (i)  for any  breach  of  the director's duty of loyalty to the
corporation  or  its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under  Section 174  of  the  GCL  (relating to liability for
unauthorized acquisitions  or redemptions of, or dividends on, capital
stock) or (iv) for any transaction from which the director derived an
improper personal benefit.

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

           NINTH.  (a)  The corporation shall indemnify any person who
     was or is a party or is threatened to be made a party to any
threatened,  pending  or completed action,  suit  or proceeding,
whether  civil, criminal, administrative or investigative (other than an
ction by or in the right of the corporation) by reason of  the  fact that
he is or was a director, officer, employee  or agent of the corporation, or
is or was serving at the request of the  corporation  as a director,
officer, employee or agent of another  corporation, partnership, joint
venture, trust or other enterprise,  including service with respect to
employee benefit plans, against  expenses (including attorneys'  fees  and
ERISA excise taxes or penalties), judgments, fines and amounts paid  in
settlement  actually and reasonably incurred by him in connection with
such  action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the  best interests of
the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea  of nolo contendere or its
quivalent, shall not, of itself, create  a  presumption that the person did
not act in good faith and  in  a  manner which he reasonably believed to be
in  or not opposed  to  the  best  interests of the corporation,  and,
with respect  to  any  criminal action or proceeding,  had reasonable
cause to believe that his conduct was unlawful.

           (b)  The corporation shall indemnify any person who
was  or is a party or is threatened to be made a party to any
threatened, pending  or  completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation,  or is or was serving at  the  request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint  venture,  trust or other enterprise,  including service with respect
to  employee benefit plans,  against  expenses (including attorneys'  fees
and ERISA excise  taxes or penalties), actually and reasonably incurred  by
him  in  connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed  to  be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect  of  any claim, issue or matter as
to which such person shall  have been adjudged to be liable to the
corporation unless and  only  to the extent that the court in which such
action  or suit  was brought shall determine upon application that,
despite the adjudication  of  liability  but  in  view   of   all
the circumstances  of the case, such person is fairly and reasonably
entitled  to  indemnity for such expenses which such court shall deem
proper.
           (c)   To  the extent that a director, officer, employee  or
     agent  of  the corporation has been successful on the
merits or otherwise  in defense of any action, suit or proceeding
referred to  in paragraphs (a) and (b) of this Article Ninth or in
defense of any claim, issue or matter therein, he shall be
indemnified by the  corporation  against  expenses (including  attorneys'
fees) actually and reasonably incurred by him in connection therewith.

           (d)   Any indemnification under paragraphs (a) and (b)  of
this  Article Ninth, unless ordered by a court, shall be made  by
the  corporation only as authorized in the specific case upon  a
determination  that  indemnification of  the  director, officer,
employee or agent is proper in the circumstances because  he has
met  the  applicable  standard  of  conduct  set  forth  in said
paragraphs (a) and (b).  Such determination shall be made (i)  by
the  Board of Directors by a majority vote of a quorum consisting
of  directors  who  were  not parties to such  action,
suit,  or proceeding, or (ii) if such a quorum is not obtainable,  or
even if obtainable and a quorum of disinterested directors so
directs, by  independent legal counsel (compensated by the
corporation) in a written opinion, or (iii) by the stockholders.

           (e)   Expenses  incurred in defending a civil  or
criminal action,  suit  or  proceeding may be paid by the
corporation  in advance  of  the  final  disposition  of  such  action,
suit  or proceeding upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount
if it shall  ultimately  be determined that he is not  entitled
to  be indemnified by the corporation as authorized in this
Article.

           (f)   The  indemnification  and  advancement  of expenses
provided  by  or granted pursuant to this Article  shall
not  be deemed  exclusive  of  any other rights to  which  those
seeking indemnification or advancement of expenses may be entitled
under any  by-law,  agreement,  vote of stockholders  or
disinterested directors  or  otherwise,  both as  to  action  in  his
official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to
be  a director,  officer,  employee or agent and  shall  inure  to
the benefit  of  the heirs, executors and administrators  of
such  a person.

           (g)  The corporation may purchase and maintain
insurance on behalf  of any person who is or was a director, officer,
employee or  agent of the corporation, or is or was serving at the
request of  the corporation as a director, officer, employee or
agent  of another  corporation, partnership, joint venture, trust or
other enterprise  against  any  liability  asserted  against  him
and incurred  by  him  in any such capacity, or arising  out  of
his status  as  such, whether or not the corporation would  have
the power   to  indemnify  him  against  such  liability  under
the provisions   of   this  Article  or  of  applicable   law.
The indemnification rights conferred in this Article Ninth
shall  be contract  rights  between  the corporation  and  the
officer  or director or other individual entitled to indemnification.

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

      Insurance  is maintained on a regular basis (and not
specifically in connnnection with this offering) against liabilities
arising on the part  of directors  and  officers out of their performance
in  such capacities  or arising  on the part of the registrant out of its
foregoing indemnification provisions, subject to certain exclusions and to
the policy limits.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are furnished with this Registration
Statement:

          Exhibit No.                        Description

           (4)(a)        Restated Certificate of Incorporation of
Registrant, dated July 25,  1990
                         (Filed  as Exhibit 3(a) to Registrant's Report  on
                         Form  10-K  for the fiscal year ended October  31,
                         1990  (File number 1-5985) and incorporated herein
                         by reference)

         (4)(a)(i)      Certificate of Amendment to Restated Certificate
                        of Incorporation of Registrant, filed with the
                        Delaware Secretary of State  on April 6, 1992
                        (Filed as Exhibit  4(a)(i)to Registrant's
                        Registration Statement on Form S-8 (Registration
                        No.33-72906) and incorporated herein by reference)

          (4)(b)        By  Laws  of Registrant  as amended   to  date
                       (Filed  as  Exhibit 3(b) to Registrant's  Report on
                       Form 10-K for the  fiscal year  ended October 31,
                       1990  (File number 1-5985) and incorporated herein
                       by reference)

           (4)(c)      Newcor, Inc. 1996 Non-Employee Directors  Stock
                       Option Plan (Filed as Appendix  B to  Registrant's
                       proxy statement dated February 5, 1996  (File
                       number 1-5985) and incorporated herein by
                       reference)

            (5)        Opinion and consent of Miller, Canfield, Paddock and
                       Stone, P.L.C.

            (15)       (not applicable)

          (23)(a)      Consent of Miller,Canfield, Paddock  and Stone,
                        P.L.C. (contained in  Exhibit (5))

          (23)(b)      Consent of Coopers & Lybrand,L.L.P.

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

          (25)         (not applicable)

          (28)         (not applicable)


Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being  made,  a  post-effective amendment  to  this
registration statement:

                     (i)   To include any prospectus required  by
          Section 10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts
          or  events  arising  after the effective  date  of  the
          registration  statement  (or  the  most  recent   post-
          effective amendment thereof) which, individually or  in
          the  aggregate, represent a fundamental change  in  the
          information set forth in the registration statement;

                    (iii)     To include any material information
          with respect to the plan of distribution not previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)  do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange  Act
of  1934  that are incorporated by reference into the registration
statement.

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

    (3)   To  remove  from registration by  means  of  a post-
     effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the  registrant's annual report pursuant to Section 13(a) or
Section  15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the  registration  statement  shall be deemed  to  be  a
new registration statement  relating to the securities offered therein, and
the offering  of such  securities at that time shall be deemed to be the
initial bona  fide offering thereof.

       Insofar  as  indemnification  for  liabilities  arising
under the Securities  Act  of  1933  may  be permitted  to  directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or  otherwise, the registrant has been advised that
in the opinion of the Securities  and Exchange Commission such
indemnification is against  public policy  as  expressed  in  the
Securities Act of 1933  and  is, therefore, unenforceable.  In the event
that a claim for indemnification against  such liabilities (other than the
payment by the registrant of expenses incurred or  paid by a director,
officer or controlling person of the registrant  in
the  successful defense of any action, suit or proceeding) is asserted  by
such  director,  officer  or  controlling person  in  connection with  the
securities being registered, the registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit to a   court   of   appropriate  jurisdiction  the   question
whether   such indemnification by it is against public policy as expressed
in the Act  and will be governed by the final adjudication of such issue.

                           SIGNATURES

     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933,  Registrant certifies that it has reasonable
grounds to believe  that it meets all of the requirements for filing on
Form S-8 and has duly caused this  Registration Statement to be signed on
its behalf by the undersigned, thereunto  duly  authorized,  in the City of
Bloomfield  Hills, State  of Michigan, on March 5, 1997.

                                   NEWCOR, INC.


                             By /s/W.John Weinhardt
                                   W. John Weinhardt
                                President and Chief Executive Officer



     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated and on the dates indicated below.  By
so signing, each of the undersigned, in his capacity as a director or
officer, or both,as the case may be, of the registrant, does hereby appoint
W. John Weinhardt, William A. Lawson, John J. Garber, and each of them
severally, his true and lawful attorney to execute in his or her name,
place and stead, in his capacity as a director or officer, or both, as the
case may be, of the registrant, any and all amendments to this
Registration Statement including post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and to file
the same with the Securities and Exchange Commission.  Each of said
attorneys shall have full power and authority to do and perform in the name
and on behalf of each of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises as fully,
and for all intents and purposes, as each of the undersigned might or could
do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.

       Signatures              Title                   Date

(1) Principal Executive
Officer:


/s/W. John Weinhardt    President and CEO          March 5, 1997
W. John Weinhardt


(2) Principal Fin'l
Officer and Principal
Accounting Officer:


/s/ John J. Garber       Treasurer, VP Finance,       March 5,1997
John J. Garber            and CFO


(3) Directors:

 /a/ William A. Lawson   Director and Chairman        March 5,1997
William A. Lawson


/s/ Jerry D. Campbell      Director                   March 11,1997
Jerry D. Campbell


/s/ Shirley E. Gofrank     Director                   March 5,1997
Shirley E. Gofrank


/s/ FrankL.Klapperich,Jr.   Director                  March 5,1997
 Frank L. Klapperich, Jr.


/s/ Jack R. Lousma         Director                   March 5,1997
   Jack R. Lousma


/s/ Richard A. Smith       Director                   March 5,1997
Richard A. Smith


/s/ Kurt O. Tech           Director                   March 5,1997
Kurt O. Tech


/s/ W. John Weinhardt      Director                   March 5,1997
   W. John Weinhardt


                      EXHIBIT INDEX


Exhibit No.                  Description


 (4)(a)        Restated   Certificate   of Incorporation   of
               Registrant,  dated July 25, 1990 (Filed as Exhibit 3(a)  to
               Registrant's Report on Form 10-K for the fiscal year ended
               October  31,  1990  (File  number 1-5985)  and incorporated
               herein by reference)

 (4)(a)(i)     Certificate of Amendment to Restated Certificate of
               Incorporation  of Registrant, filed  with  the Delaware
               Secretary  of  State  on  April 6, 1992  (Filed as  Exhibit
               (4)(a)(i) to Registrant's Registration Statement on Form S-8
               Registration  No.  33-72906) and incorporated herein  by
               reference)

 (4)(b)        By Laws of Registrant as amended to date (Filed as Exhibit
               3(b)  to Registrant's Report on Form 10-K for the fiscal
               year ended October 31, 1990 (File number 1-5985) and
               incorporated herein by reference)

 (4)(c)        Newcor,  Inc. 1996 Non-Employee Directors  Stock Option
               Plan  (Filed  as  Appendix B to Registrant's  proxy
               statement  dated February 5, 1996 (File number  1-5985)  and
               incorporated herein by reference)

 (5)           Opinion and Consent of Miller, Canfield, Paddock
               and Stone, P.L.C.

 (23)(a)       Consent of Miller, Canfield, Paddock and  Stone, P.L.C.
               (contained in Exhibit (5))

 (23)(b)       Consent of Coopers & Lybrand, L.L.P.

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



Exhibit (5)

      [letterhead of Miller, Canfield, Paddock and Stone, P.L.C.]

                                March 11, 1997

Newcor, Inc.
1825 S. Woodward Avenue, Suite 240
Bloomfield Hills, Michigan 48302

Gentlemen:

       With  respect  to  the  registration  statement  on  Form
S-8  (the "Registration  Statement")  being  filed  today  with  the
Securities  and Exchange   Commission  (the  "Commission")  by  Newcor,
Inc.,  a Delaware corporation  (the  "Company"), for the purpose  of
registering under  the Securities  Act  of  1933, as amended (the "Act"),
100,000 shares  of  the common  stock,  $1.00  par value, of the Company
(the "Registered Shares") that  may  be  acquired under and pursuant to the
Newcor,  Inc. 1996 Non-Employee  Directors  Stock Option Plan (the "Plan")
by  Plan participants (which  Registered Shares may consist of shares
already issued and held  in the  treasury of the Company, or newly issued
shares), we, as your counsel, have  examined  such  certificates,
nstruments,  and  documents and  have reviewed  such  questions  of  law
as  we  have  considered necessary  or appropriate  for the purposes of
this opinion, and, on the  basis of  such examination and review, we advise
you that, in our opinion:

     1.   The Registered Shares have been legally authorized.

     2.    When  the Registration Statement has become effective
and  any newly  issued Registered Shares have been sold in accordance with
the  Plan and  paid for, said newly issued Registered Shares will be
validly  issued, fully paid, and nonassessable.

     In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.

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

                         Very truly yours,

                         MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.






Exhibit (23)(b)

                   [letterhead of Coopers & Lybrand, L.L.P.]


                    Consent of Independent Accountants

We consent to the incorporation by reference in the Registration
Statement of Newcor, Inc. on Form S-8 of our report dated December 5, 1996,
on our audits of the consolidated financial statements of Newcor, Inc.
as of October 31, 1996 and 1995, and for the years ended October 31,
1996, 1995, and 1993, which report is incorporated by reference from the
Annual Report on Form 10-K for the year ended October 31, 1996.

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

Detroit, Michigan
March 7, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26872}]
{"company-data": {"conformed-name": "NEWCOR INC", "cik": "0000071745", "assigned-sic": "3559", "irs-number": "380865770", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23181", "film-number": "97555459"}, "business-address": {"street1": "1825 S WOODWARD AVE", "street2": "STE 240", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48302", "phone": "8102532400"}, "mail-address": {"street1": "1825 S WOODWARD AVENUE", "street2": "SUITE 240", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48302"}}
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933
                         _____________

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

                            Delaware
(State or other jurisdiction of incorporation or organization)

                           38-0865770
               (I.R.S. Employer Identification No.)

1825 S. Woodward, Suite 240, Bloomfield Hills, Michigan 48302
(810)253-2400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

                          NEWCOR, INC.
                  1996 NON-EMPLOYEE DIRECTORS
                        STOCK OPTION PLAN
                    (Full title of the plan)

                       W. John Weinhardt
             President and Chief Executive Officer
                          Newcor, Inc.
                  1825 S. Woodward, Suite 240
                Bloomfield Hills, Michigan 48302
                         (810) 253-2400
      (Name, address, including zip code, and telephone number,
including area code, of agent for service)
                         _____________
                            Copy to:
                      Karen A. McCoy, ESQ.
              Miller, Canfield, Paddock and Stone
                 150 West Jefferson, Suite 2500
                    Detroit, Michigan 48226
                         (313) 963-6420

                CALCULATION OF REGISTRATION FEE

 Title of     Amount to      Proposed     Proposed    Amount of
each class        be         maximum      maximum     registra-
    of        registered     offering    aggregate    tion fee
securities                  price per     offering
   to be                    share (1)     price(1)
registered
CommonStock    100,000         $8.3125    $831,250     $259.77
 $1.00 par      shares
   value

     (1)  Pursuant to Rule 457(h)(1) under the Securities Act,
the offering price  is  based upon the average high and low sales prices of
the  Common Stock  as  reported  on  the  National Association  of
Securities  Dealers National Market System on  March 7, 1997.

                            PART II

            INFORMATION REQUIRED IN THE REGISTRATION
                           STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents heretofore filed by Registrant pursuant to the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  hereby
are   incorporated  in  this  Registration  Statement  by reference:   (a)
Registrant's  Annual Report on Form 10-K for the fiscal year ended  October
31,  1996; and (b) the description of Registrant's common stock, $1.00  par
value, included in Registrant's Exchange Act Registration Statement on Form
8-A,  dated  December  30,  1991.   All  documents  subsequently filed  by
Registrant  pursuant to Sections 13(a), 14, and 15(d) of the Exchange  Act,
prior to the filing of a post-effective amendment which indicates that  all
securities offered have been sold or which deregisters all securities  then
remaining unsold, shall be deemed to be incorporated by reference in  this
Registration Statement and to be part hereof from the date of filing  such
documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

      The General Corporation Law ("GCL") of the State of Delaware provides
that  a  Delaware corporation, such as Registrant, may indemnify a director
or  officer  against his or her expenses and judgments, fines, and  amounts
paid in settlement actually and reasonably incurred in connection with  any
action, suit, or proceeding (other than an action by or in the right of the
corporation) involving such person by reason of the fact that such  person
is or was a director or officer, concerning actions taken in good faith and
in  a  manner  reasonably  believed to be in or not  opposed  to the  best
interest  of  the corporation and, with respect to any criminal action  or
proceeding,  without reasonable cause to believe his  or  her conduct  was
unlawful.   The GCL also provides that in a derivative action,a Delaware
corporation  may  indemnify  its directors and  officers  against expenses
actually  and  reasonably  incurred to the extent  that  such director  or
officer  acted  in  good  faith and in a manner such  director or  officer
reasonably  believed to be in or not opposed to the best interests  of  the
corporation, except that no indemnification may be made with respect to any
claim, issue, or matter as to which such director or officer is adjudged to
be  liable to the corporation unless and only to the extent that the  court
determines upon application that, despite the adjudication of liability but
in  view of all the circumstances of the case, such director or officer  is
fairly  and  reasonably entitled to indemnity for such expenses which  the
court  deems proper.  The GCL also generally permits the advancement  of  a
director's or officer's expenses, including by means of a mandatory charter
or  bylaw  provision to that effect, in lieu of requiring the authorization
of  such  advancement by the corporation's board of directors in specific
cases.

       Section  102(b)(7)  of  the  GCL  provides  that  a certificate  of
incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders
for monetary damages  for  breach  of fiduciary duty as a director,
provided that such provision  may not eliminate or limit the liability of a
director (i)  for any  breach  of  the director's duty of loyalty to the
corporation  or  its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under  Section 174  of  the  GCL  (relating to liability for
unauthorized acquisitions  or redemptions of, or dividends on, capital
stock) or (iv) for any transaction from which the director derived an
improper personal benefit.

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

           NINTH.  (a)  The corporation shall indemnify any person who
     was or is a party or is threatened to be made a party to any
threatened,  pending  or completed action,  suit  or proceeding,
whether  civil, criminal, administrative or investigative (other than an
ction by or in the right of the corporation) by reason of  the  fact that
he is or was a director, officer, employee  or agent of the corporation, or
is or was serving at the request of the  corporation  as a director,
officer, employee or agent of another  corporation, partnership, joint
venture, trust or other enterprise,  including service with respect to
employee benefit plans, against  expenses (including attorneys'  fees  and
ERISA excise taxes or penalties), judgments, fines and amounts paid  in
settlement  actually and reasonably incurred by him in connection with
such  action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the  best interests of
the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea  of nolo contendere or its
quivalent, shall not, of itself, create  a  presumption that the person did
not act in good faith and  in  a  manner which he reasonably believed to be
in  or not opposed  to  the  best  interests of the corporation,  and,
with respect  to  any  criminal action or proceeding,  had reasonable
cause to believe that his conduct was unlawful.

           (b)  The corporation shall indemnify any person who
was  or is a party or is threatened to be made a party to any
threatened, pending  or  completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation,  or is or was serving at  the  request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint  venture,  trust or other enterprise,  including service with respect
to  employee benefit plans,  against  expenses (including attorneys'  fees
and ERISA excise  taxes or penalties), actually and reasonably incurred  by
him  in  connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed  to  be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect  of  any claim, issue or matter as
to which such person shall  have been adjudged to be liable to the
corporation unless and  only  to the extent that the court in which such
action  or suit  was brought shall determine upon application that,
despite the adjudication  of  liability  but  in  view   of   all
the circumstances  of the case, such person is fairly and reasonably
entitled  to  indemnity for such expenses which such court shall deem
proper.
           (c)   To  the extent that a director, officer, employee  or
     agent  of  the corporation has been successful on the
merits or otherwise  in defense of any action, suit or proceeding
referred to  in paragraphs (a) and (b) of this Article Ninth or in
defense of any claim, issue or matter therein, he shall be
indemnified by the  corporation  against  expenses (including  attorneys'
fees) actually and reasonably incurred by him in connection therewith.

           (d)   Any indemnification under paragraphs (a) and (b)  of
this  Article Ninth, unless ordered by a court, shall be made  by
the  corporation only as authorized in the specific case upon  a
determination  that  indemnification of  the  director, officer,
employee or agent is proper in the circumstances because  he has
met  the  applicable  standard  of  conduct  set  forth  in said
paragraphs (a) and (b).  Such determination shall be made (i)  by
the  Board of Directors by a majority vote of a quorum consisting
of  directors  who  were  not parties to such  action,
suit,  or proceeding, or (ii) if such a quorum is not obtainable,  or
even if obtainable and a quorum of disinterested directors so
directs, by  independent legal counsel (compensated by the
corporation) in a written opinion, or (iii) by the stockholders.

           (e)   Expenses  incurred in defending a civil  or
criminal action,  suit  or  proceeding may be paid by the
corporation  in advance  of  the  final  disposition  of  such  action,
suit  or proceeding upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount
if it shall  ultimately  be determined that he is not  entitled
to  be indemnified by the corporation as authorized in this
Article.

           (f)   The  indemnification  and  advancement  of expenses
provided  by  or granted pursuant to this Article  shall
not  be deemed  exclusive  of  any other rights to  which  those
seeking indemnification or advancement of expenses may be entitled
under any  by-law,  agreement,  vote of stockholders  or
disinterested directors  or  otherwise,  both as  to  action  in  his
official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to
be  a director,  officer,  employee or agent and  shall  inure  to
the benefit  of  the heirs, executors and administrators  of
such  a person.

           (g)  The corporation may purchase and maintain
insurance on behalf  of any person who is or was a director, officer,
employee or  agent of the corporation, or is or was serving at the
request of  the corporation as a director, officer, employee or
agent  of another  corporation, partnership, joint venture, trust or
other enterprise  against  any  liability  asserted  against  him
and incurred  by  him  in any such capacity, or arising  out  of
his status  as  such, whether or not the corporation would  have
the power   to  indemnify  him  against  such  liability  under
the provisions   of   this  Article  or  of  applicable   law.
The indemnification rights conferred in this Article Ninth
shall  be contract  rights  between  the corporation  and  the
officer  or director or other individual entitled to indemnification.

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

      Insurance  is maintained on a regular basis (and not
specifically in connnnection with this offering) against liabilities
arising on the part  of directors  and  officers out of their performance
in  such capacities  or arising  on the part of the registrant out of its
foregoing indemnification provisions, subject to certain exclusions and to
the policy limits.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are furnished with this Registration
Statement:

          Exhibit No.                        Description

           (4)(a)        Restated Certificate of Incorporation of
Registrant, dated July 25,  1990
                         (Filed  as Exhibit 3(a) to Registrant's Report  on
                         Form  10-K  for the fiscal year ended October  31,
                         1990  (File number 1-5985) and incorporated herein
                         by reference)

         (4)(a)(i)      Certificate of Amendment to Restated Certificate
                        of Incorporation of Registrant, filed with the
                        Delaware Secretary of State  on April 6, 1992
                        (Filed as Exhibit  4(a)(i)to Registrant's
                        Registration Statement on Form S-8 (Registration
                        No.33-72906) and incorporated herein by reference)

          (4)(b)        By  Laws  of Registrant  as amended   to  date
                       (Filed  as  Exhibit 3(b) to Registrant's  Report on
                       Form 10-K for the  fiscal year  ended October 31,
                       1990  (File number 1-5985) and incorporated herein
                       by reference)

           (4)(c)      Newcor, Inc. 1996 Non-Employee Directors  Stock
                       Option Plan (Filed as Appendix  B to  Registrant's
                       proxy statement dated February 5, 1996  (File
                       number 1-5985) and incorporated herein by
                       reference)

            (5)        Opinion and consent of Miller, Canfield, Paddock and
                       Stone, P.L.C.

            (15)       (not applicable)

          (23)(a)      Consent of Miller,Canfield, Paddock  and Stone,
                        P.L.C. (contained in  Exhibit (5))

          (23)(b)      Consent of Coopers & Lybrand,L.L.P.

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

          (25)         (not applicable)

          (28)         (not applicable)

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being  made,  a  post-effective amendment  to  this
registration statement:

                     (i)   To include any prospectus required  by
          Section 10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts
          or  events  arising  after the effective  date  of  the
          registration  statement  (or  the  most  recent   post-
          effective amendment thereof) which, individually or  in
          the  aggregate, represent a fundamental change  in  the
          information set forth in the registration statement;

                    (iii)     To include any material information
          with respect to the plan of distribution not previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)  do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange  Act
of  1934  that are incorporated by reference into the registration
statement.

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

    (3)   To  remove  from registration by  means  of  a post-
     effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the  registrant's annual report pursuant to Section 13(a) or
Section  15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the  registration  statement  shall be deemed  to  be  a
new registration statement  relating to the securities offered therein, and
the offering  of such  securities at that time shall be deemed to be the
initial bona  fide offering thereof.

       Insofar  as  indemnification  for  liabilities  arising
under the Securities  Act  of  1933  may  be permitted  to  directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or  otherwise, the registrant has been advised that
in the opinion of the Securities  and Exchange Commission such
indemnification is against  public policy  as  expressed  in  the
Securities Act of 1933  and  is, therefore, unenforceable.  In the event
that a claim for indemnification against  such liabilities (other than the
payment by the registrant of expenses incurred or  paid by a director,
officer or controlling person of the registrant  in
the  successful defense of any action, suit or proceeding) is asserted  by
such  director,  officer  or  controlling person  in  connection with  the
securities being registered, the registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit to a   court   of   appropriate  jurisdiction  the   question
whether   such indemnification by it is against public policy as expressed
in the Act  and will be governed by the final adjudication of such issue.

                           SIGNATURES

     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933,  Registrant certifies that it has reasonable
grounds to believe  that it meets all of the requirements for filing on
Form S-8 and has duly caused this  Registration Statement to be signed on
its behalf by the undersigned, thereunto  duly  authorized,  in the City of
Bloomfield  Hills, State  of Michigan, on March 5, 1997.

                                   NEWCOR, INC.

                             By /s/W.John Weinhardt
                                   W. John Weinhardt
                                President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated and on the dates indicated below.  By
so signing, each of the undersigned, in his capacity as a director or
officer, or both,as the case may be, of the registrant, does hereby appoint
W. John Weinhardt, William A. Lawson, John J. Garber, and each of them
severally, his true and lawful attorney to execute in his or her name,
place and stead, in his capacity as a director or officer, or both, as the
case may be, of the registrant, any and all amendments to this
Registration Statement including post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and to file
the same with the Securities and Exchange Commission.  Each of said
attorneys shall have full power and authority to do and perform in the name
and on behalf of each of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises as fully,
and for all intents and purposes, as each of the undersigned might or could
do in person, the undersigned hereby ratifying and approving the acts
of said attorneys and each of them.

       Signatures              Title                   Date

(1) Principal Executive
Officer:

/s/W. John Weinhardt    President and CEO          March 5, 1997
W. John Weinhardt

(2) Principal Fin'l
Officer and Principal
Accounting Officer:

/s/ John J. Garber       Treasurer, VP Finance,       March 5,1997
John J. Garber            and CFO

(3) Directors:

 /a/ William A. Lawson   Director and Chairman        March 5,1997
William A. Lawson

/s/ Jerry D. Campbell      Director                   March 11,1997
Jerry D. Campbell

/s/ Shirley E. Gofrank     Director                   March 5,1997
Shirley E. Gofrank

/s/ FrankL.Klapperich,Jr.   Director                  March 5,1997
 Frank L. Klapperich, Jr.

/s/ Jack R. Lousma         Director                   March 5,1997
   Jack R. Lousma

/s/ Richard A. Smith       Director                   March 5,1997
Richard A. Smith

/s/ Kurt O. Tech           Director                   March 5,1997
Kurt O. Tech

/s/ W. John Weinhardt      Director                   March 5,1997
   W. John Weinhardt

                      EXHIBIT INDEX

Exhibit No.                  Description

 (4)(a)        Restated   Certificate   of Incorporation   of
               Registrant,  dated July 25, 1990 (Filed as Exhibit 3(a)  to
               Registrant's Report on Form 10-K for the fiscal year ended
               October  31,  1990  (File  number 1-5985)  and incorporated
               herein by reference)

 (4)(a)(i)     Certificate of Amendment to Restated Certificate of
               Incorporation  of Registrant, filed  with  the Delaware
               Secretary  of  State  on  April 6, 1992  (Filed as  Exhibit
               (4)(a)(i) to Registrant's Registration Statement on Form S-8
               Registration  No.  33-72906) and incorporated herein  by
               reference)

 (4)(b)        By Laws of Registrant as amended to date (Filed as Exhibit
               3(b)  to Registrant's Report on Form 10-K for the fiscal
               year ended October 31, 1990 (File number 1-5985) and
               incorporated herein by reference)

 (4)(c)        Newcor,  Inc. 1996 Non-Employee Directors  Stock Option
               Plan  (Filed  as  Appendix B to Registrant's  proxy
               statement  dated February 5, 1996 (File number  1-5985)  and
               incorporated herein by reference)

 (5)           Opinion and Consent of Miller, Canfield, Paddock
               and Stone, P.L.C.

 (23)(a)       Consent of Miller, Canfield, Paddock and  Stone, P.L.C.
               (contained in Exhibit (5))

 (23)(b)       Consent of Coopers & Lybrand, L.L.P.

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

Exhibit (5)

      [letterhead of Miller, Canfield, Paddock and Stone, P.L.C.]

                                March 11, 1997

Newcor, Inc.
1825 S. Woodward Avenue, Suite 240
Bloomfield Hills, Michigan 48302

Gentlemen:

       With  respect  to  the  registration  statement  on  Form
S-8  (the "Registration  Statement")  being  filed  today  with  the
Securities  and Exchange   Commission  (the  "Commission")  by  Newcor,
Inc.,  a Delaware corporation  (the  "Company"), for the purpose  of
registering under  the Securities  Act  of  1933, as amended (the "Act"),
100,000 shares  of  the common  stock,  $1.00  par value, of the Company
(the "Registered Shares") that  may  be  acquired under and pursuant to the
Newcor,  Inc. 1996 Non-Employee  Directors  Stock Option Plan (the "Plan")
by  Plan participants (which  Registered Shares may consist of shares
already issued and held  in the  treasury of the Company, or newly issued
shares), we, as your counsel, have  examined  such  certificates,
nstruments,  and  documents and  have reviewed  such  questions  of  law
as  we  have  considered necessary  or appropriate  for the purposes of
this opinion, and, on the  basis of  such examination and review, we advise
you that, in our opinion:

     1.   The Registered Shares have been legally authorized.

     2.    When  the Registration Statement has become effective
and  any newly  issued Registered Shares have been sold in accordance with
the  Plan and  paid for, said newly issued Registered Shares will be
validly  issued, fully paid, and nonassessable.

     In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.

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

                         Very truly yours,

                         MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

Exhibit (23)(b)

                   [letterhead of Coopers & Lybrand, L.L.P.]

                    Consent of Independent Accountants

We consent to the incorporation by reference in the Registration
Statement of Newcor, Inc. on Form S-8 of our report dated December 5, 1996,
on our audits of the consolidated financial statements of Newcor, Inc.
as of October 31, 1996 and 1995, and for the years ended October 31,
1996, 1995, and 1993, which report is incorporated by reference from the
Annual Report on Form 10-K for the year ended October 31, 1996.

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

Detroit, Michigan
March 7, 1997