As filed with the Securities and Exchange Commission on January 14, 1998
Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933
                        --------------------------------

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

     Delaware                                            36-2362379
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                  Identification No.)

                                    OEA, Inc.
                                 P.O. Box 100488
                             Denver, Colorado 80250
               (Address of principal executive offices) (Zip Code)

                   OEA, Inc. 1997 Employee Stock Purchase Plan

                            (Full title of the Plan)
                            ------------------------

              J. Thompson McConathy, Vice President Finance and CFO
                                    OEA, Inc.
                                 P.O. Box 100488
                             Denver, Colorado 80250
                     (Name and address of agent for service)

                                 (303) 693-1248
            (Telephone number, including area code, of agent for service)
                                 -------------
                                    Copy to:
                             Leslie A. Nichols, Esq.
                             Sherman & Howard L.L.C.
                        3000 First Interstate Tower North
                             633 Seventeenth Street
                             Denver, Colorado 80202
                                 (303) 297-2900

                        CALCULATION OF REGISTRATION FEE
<TABLE>


-------------------------------- -------------------- --------------------- -------------------- -------------------
                                                        Proposed Maximum     Proposed Maximum
                                                       Offering Price Per   Aggregate Offering       Amount of
   Title of Securities to be        Amount to be           Share (1)               Price          Registration Fee
          Registered                 Registered                                                         (1)
-------------------------------- -------------------- --------------------- -------------------- -------------------
<S>                                                       <C>                 <C>                   <C>    
Class A Common Stock par value   100,000 Shares           $26.9375            $2,693,750            $795
$.10 per share
-------------------------------- -------------------- --------------------- -------------------- -------------------
(1)   Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933, based
      upon the average high and low prices reported on January 12, 1998.

</TABLE>
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The  information  required by Part I is included in  documents  sent or
given to  participants  in the OEA,  Inc.  1997  Employee  Stock  Purchase  Plan
pursuant to Rule  428(b)(1)  under the  Securities  Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428(a) and the requirements of Part I
of Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as a  prospectuses  or  prospectus  supplements  pursuant  to Rule 424 under the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The following  documents  filed by OEA, Inc. (the  "Registrant"  or the
"Company") with the Commission  pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated herein by reference:

         (a)      The  Registrant's  latest  annual  report  filed  pursuant  to
                  Section  13(a) or 15(d) of the  Exchange  Act;  or the  latest
                  prospectus  filed pursuant to Rule 424(b) under the Securities
                  Act  that  contains  audited  financial   statements  for  the
                  Registrant's latest fiscal year for which such statements have
                  been filed.

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  the annual report or prospectus referred to in (a) above.

         (c)      The  description of the common stock,  $.10 par value,  of the
                  Registrant  contained in a registration  statement filed under
                  Section 12 of the Exchange Act,  including  any  amendments or
                  reports filed for the purpose of updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the Exchange Act, as amended,  subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities  remaining unsold, shall be deemed to be incorporated
by reference in this  Registration  Statement  and to be a part thereof from the
date of the filing of such documents.

Item 4.  Description of Securities.

         All of the securities  being registered are registered under Section 12
of the Exchange Act.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  145  of  the  Delaware   General   Corporation  Law  provides,
generally,  that a corporation  shall have the power to indemnify any person who
was or is a party or is  threatened  to be made a party to any  action,  suit or
proceeding  (except actions by or in the right of the  corporation) by reason of
the fact that such  person is or was a director  or  officer of the  corporation
against all expenses,  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.  A corporation  may  similarly  indemnify  such person for
expenses actually and reasonably  incurred by him in connection with the defense
or  settlement  of any  action  or suit by or in the  right of the  corporation,
provided such person 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, in the
case of claims,  issues and  matters  as to which  such  person  shall have been
adjudged liable to the corporation, provided that a court shall have determined,
upon application, that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnify for such expenses which such court shall deem proper.
<PAGE>

         Section  102(b)(7) of the Delaware  General  Corporation  Law provides,
generally,  that the  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 Title 8, or (iv) for any  transaction  from  which the  director
derived an improper personal  benefit.  No such provision may eliminate or limit
the liability of a director for any act or omission  occurring prior to the date
when such provision becomes effective.

         The Company's  By-Laws  provide for the  indemnification  of directors,
officers,  employees of and  consultants to the Company to the extent  permitted
under the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  See Exhibit Index and Exhibits at the end of this Registration
                  Statement.

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  (1)(i)  and  (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 in 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.

         4. 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) and each filing of the annual report of the Plan pursuant
to Section 15(d) of the Securities  Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.
<PAGE>

         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
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the City of Denver, State of Colorado, on January 14, 1998.

                                    OEA, INC.



                                    By:      /s/ Charles B. Kafadar
                                             ----------------------
                                                 Charles B. Kafadar
                                                 President


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Ahmed  D.  Kafadar  and J.  Thompson
McConathy,  and each of them, his true and lawful  attorneys-in-fact and agents,
each with full  power of  substitution  and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or either of them, or their or his substitute or
substitutes,  may lawfully do or cause to be done by virtue hereof.  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:


    Signature                            Title                       Date

/s/ Ahmed D. Kafadar                 Chairman of the Board      January 14, 1998
---------------------             and Chief Executive Officer
    Ahmed D. Kafadar             (Principal Executive Officer)


/s/ Charles B. Kafadar                  President,              January 14, 1998
-----------------------    Chief Operating Officer and Director 
    Charles B. Kafadar

/s/ J. Thompson McConathy        Vice President Finance         January 14, 1998
--------------------------              and CFO
    J. Thompson McConathy       (Principal Financial and
                                    Accounting Officer)

/s/ Ralph A.L. Bogan, Jr.             Director                  January 14, 1998
-------------------------
    Ralph A.L. Bogan, Jr.

/s/ James R. Burnett                  Director                  January 14, 1998
---------------------
    James R. Burnett

/s/ Lewis W. Watson                   Director                  January 14, 1998
--------------------
    Lewis W. Watson

/s/ Philip E. Johnson                 Director                  January 14, 1998
----------------------
    Philip E. Johnson

/s/ George S. Ansell                  Director                  January 14, 1998
---------------------
    George S. Ansell

/s/ Robert J. Schultz                 Director                  January 14, 1998
---------------------
    Robert J. Schultz


--------------------                  Director                  January 14, 1998
    Erwin H. Billig

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
persons who administer the Plan have duly caused this registration  statement to
be signed on its behalf by the undersigned,  thereunto duly  authorized,  in the
City of Denver, State of Colorado, on January 14, 1998.


                                      By:    /s/ James H. Welsh
                                             ----------------------------------
                                             James H. Welsh, Plan Administrator



                                  EXHIBIT INDEX

         Exhibits


         5.1      Opinion of Sherman & Howard L.L.C.

         23.1     Consent of Ernst & Young LLP

         23.2     Consent of Sherman & Howard L.L.C. (included in Exhibit 5.1)



<PAGE>




                                                                     Exhibit 5.1


                              January 14, 1998


OEA, Inc.
P.O. Box 100488
Denver, Colorado 80250

                  Attn: Ahmed D. Kafadar, Chairman of the Board of Directors

Dear Mr. Kafadar:

We have acted as special  counsel for OEA,  Inc.  (the  "Company") in connection
with the preparation, execution and filing of a Registration Statement under the
Securities  Act of 1933 on Form S-8  relating  to the  registration  of  100,000
shares of OEA, Inc. Common Stock, $.10 par value ("Common Stock"),  which may be
purchased by  participants  in the 1997 OEA, Inc.  Employee  Stock Purchase Plan
(the "Plan").

In  connection  with the  opinion  expressed  below,  we have made such  factual
inquiries and have examined or caused to be examined such questions of law as we
have considered necessary or appropriate for the purpose of such opinion. On the
basis of such inquiries or examinations, it is our opinion that any newly issued
shares of Common Stock  purchased  from the Company  pursuant to the Plan,  when
paid for as contemplated by the Plan, will be duly  authorized,  validly issued,
fully paid and nonassessable.

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



                                                 Very truly yours,

                                                 /s/ SHERMAN & HOWARD L.L.C.


<PAGE>


                                                                    Exhibit 23.1


                         Consent of Independent Auditors


We consent to the  incorporation  by  reference  in the  Registration  Statement
pertaining  to the OEA, Inc.  1997  Employee  Stock  Purchase Plan of our report
dated September 18, 1997, with respect to the consolidated  financial statements
of OEA, Inc.  included in its Annual Report on Form 10-K for the year ended July
31, 1997, filed with the Securities and Exchange Commission.



                              /s/ ERNST & YOUNG LLP

Denver, Colorado
January 14, 1998



<PAGE>
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As filed with the Securities and Exchange Commission on January 14, 1998
Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933
                        --------------------------------

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

     Delaware                                            36-2362379
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                  Identification No.)

                                    OEA, Inc.
                                 P.O. Box 100488
                             Denver, Colorado 80250
               (Address of principal executive offices) (Zip Code)

                   OEA, Inc. 1997 Employee Stock Purchase Plan

                            (Full title of the Plan)
                            ------------------------

              J. Thompson McConathy, Vice President Finance and CFO
                                    OEA, Inc.
                                 P.O. Box 100488
                             Denver, Colorado 80250
                     (Name and address of agent for service)

                                 (303) 693-1248
            (Telephone number, including area code, of agent for service)
                                 -------------
                                    Copy to:
                             Leslie A. Nichols, Esq.
                             Sherman & Howard L.L.C.
                        3000 First Interstate Tower North
                             633 Seventeenth Street
                             Denver, Colorado 80202
                                 (303) 297-2900

                        CALCULATION OF REGISTRATION FEE

-------------------------------- -------------------- --------------------- -------------------- -------------------
                                                        Proposed Maximum     Proposed Maximum
                                                       Offering Price Per   Aggregate Offering       Amount of
   Title of Securities to be        Amount to be           Share (1)               Price          Registration Fee
          Registered                 Registered                                                         (1)
-------------------------------- -------------------- --------------------- -------------------- -------------------
Class A Common Stock par value   100,000 Shares           $26.9375            $2,693,750            $795
$.10 per share
-------------------------------- -------------------- --------------------- -------------------- -------------------
(1)   Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933, based
      upon the average high and low prices reported on January 12, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  required by Part I is included in  documents  sent or
given to  participants  in the OEA,  Inc.  1997  Employee  Stock  Purchase  Plan
pursuant to Rule  428(b)(1)  under the  Securities  Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428(a) and the requirements of Part I
of Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as a  prospectuses  or  prospectus  supplements  pursuant  to Rule 424 under the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed by OEA, Inc. (the  "Registrant"  or the
"Company") with the Commission  pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated herein by reference:

         (a)      The  Registrant's  latest  annual  report  filed  pursuant  to
                  Section  13(a) or 15(d) of the  Exchange  Act;  or the  latest
                  prospectus  filed pursuant to Rule 424(b) under the Securities
                  Act  that  contains  audited  financial   statements  for  the
                  Registrant's latest fiscal year for which such statements have
                  been filed.

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  the annual report or prospectus referred to in (a) above.

         (c)      The  description of the common stock,  $.10 par value,  of the
                  Registrant  contained in a registration  statement filed under
                  Section 12 of the Exchange Act,  including  any  amendments or
                  reports filed for the purpose of updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the Exchange Act, as amended,  subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities  remaining unsold, shall be deemed to be incorporated
by reference in this  Registration  Statement  and to be a part thereof from the
date of the filing of such documents.

Item 4.  Description of Securities.

         All of the securities  being registered are registered under Section 12
of the Exchange Act.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  145  of  the  Delaware   General   Corporation  Law  provides,
generally,  that a corporation  shall have the power to indemnify any person who
was or is a party or is  threatened  to be made a party to any  action,  suit or
proceeding  (except actions by or in the right of the  corporation) by reason of
the fact that such  person is or was a director  or  officer of the  corporation
against all expenses,  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.  A corporation  may  similarly  indemnify  such person for
expenses actually and reasonably  incurred by him in connection with the defense
or  settlement  of any  action  or suit by or in the  right of the  corporation,
provided such person 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, in the
case of claims,  issues and  matters  as to which  such  person  shall have been
adjudged liable to the corporation, provided that a court shall have determined,
upon application, that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnify for such expenses which such court shall deem proper.
Section  102(b)(7) of the Delaware  General  Corporation  Law provides,
generally,  that the  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 Title 8, or (iv) for any  transaction  from  which the  director
derived an improper personal  benefit.  No such provision may eliminate or limit
the liability of a director for any act or omission  occurring prior to the date
when such provision becomes effective.

         The Company's  By-Laws  provide for the  indemnification  of directors,
officers,  employees of and  consultants to the Company to the extent  permitted
under the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  See Exhibit Index and Exhibits at the end of this Registration
                  Statement.

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  (1)(i)  and  (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 in 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.

         4. 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) and each filing of the annual report of the Plan pursuant
to Section 15(d) of the Securities  Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.
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
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the City of Denver, State of Colorado, on January 14, 1998.

                                    OEA, INC.

                                    By:      /s/ Charles B. Kafadar
                                             ----------------------
                                                 Charles B. Kafadar
                                                 President

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Ahmed  D.  Kafadar  and J.  Thompson
McConathy,  and each of them, his true and lawful  attorneys-in-fact and agents,
each with full  power of  substitution  and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or either of them, or their or his substitute or
substitutes,  may lawfully do or cause to be done by virtue hereof.  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:

    Signature                            Title                       Date

/s/ Ahmed D. Kafadar                 Chairman of the Board      January 14, 1998
---------------------             and Chief Executive Officer
    Ahmed D. Kafadar             (Principal Executive Officer)

/s/ Charles B. Kafadar                  President,              January 14, 1998
-----------------------    Chief Operating Officer and Director 
    Charles B. Kafadar

/s/ J. Thompson McConathy        Vice President Finance         January 14, 1998
--------------------------              and CFO
    J. Thompson McConathy       (Principal Financial and
                                    Accounting Officer)

/s/ Ralph A.L. Bogan, Jr.             Director                  January 14, 1998
-------------------------
    Ralph A.L. Bogan, Jr.

/s/ James R. Burnett                  Director                  January 14, 1998
---------------------
    James R. Burnett

/s/ Lewis W. Watson                   Director                  January 14, 1998
--------------------
    Lewis W. Watson

/s/ Philip E. Johnson                 Director                  January 14, 1998
----------------------
    Philip E. Johnson

/s/ George S. Ansell                  Director                  January 14, 1998
---------------------
    George S. Ansell

/s/ Robert J. Schultz                 Director                  January 14, 1998
---------------------
    Robert J. Schultz

--------------------                  Director                  January 14, 1998
    Erwin H. Billig

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
persons who administer the Plan have duly caused this registration  statement to
be signed on its behalf by the undersigned,  thereunto duly  authorized,  in the
City of Denver, State of Colorado, on January 14, 1998.

                                      By:    /s/ James H. Welsh
                                             ----------------------------------
                                             James H. Welsh, Plan Administrator

                                  EXHIBIT INDEX

         Exhibits

         5.1      Opinion of Sherman & Howard L.L.C.

         23.1     Consent of Ernst & Young LLP

         23.2     Consent of Sherman & Howard L.L.C. (included in Exhibit 5.1)
Exhibit 5.1

                              January 14, 1998

OEA, Inc.
P.O. Box 100488
Denver, Colorado 80250

                  Attn: Ahmed D. Kafadar, Chairman of the Board of Directors

Dear Mr. Kafadar:

We have acted as special  counsel for OEA,  Inc.  (the  "Company") in connection
with the preparation, execution and filing of a Registration Statement under the
Securities  Act of 1933 on Form S-8  relating  to the  registration  of  100,000
shares of OEA, Inc. Common Stock, $.10 par value ("Common Stock"),  which may be
purchased by  participants  in the 1997 OEA, Inc.  Employee  Stock Purchase Plan
(the "Plan").

In  connection  with the  opinion  expressed  below,  we have made such  factual
inquiries and have examined or caused to be examined such questions of law as we
have considered necessary or appropriate for the purpose of such opinion. On the
basis of such inquiries or examinations, it is our opinion that any newly issued
shares of Common Stock  purchased  from the Company  pursuant to the Plan,  when
paid for as contemplated by the Plan, will be duly  authorized,  validly issued,
fully paid and nonassessable.

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

                                                 Very truly yours,

                                                 /s/ SHERMAN & HOWARD L.L.C.
Exhibit 23.1

                         Consent of Independent Auditors

We consent to the  incorporation  by  reference  in the  Registration  Statement
pertaining  to the OEA, Inc.  1997  Employee  Stock  Purchase Plan of our report
dated September 18, 1997, with respect to the consolidated  financial statements
of OEA, Inc.  included in its Annual Report on Form 10-K for the year ended July
31, 1997, filed with the Securities and Exchange Commission.

                              /s/ ERNST & YOUNG LLP

Denver, Colorado
January 14, 1998