As filed with the Securities and Exchange Commission
                       on April 21, 1995
                                              
                                              Registration No. 33-_____
_____________________________________________________________________________   
 
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933
                            __________________                     

                            JOSLYN CORPORATION
           (Exact Name of Registrant as Specified in Its Charter)

        Illinois                                        36-3560095
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)

30 South Wacker Drive
Chicago, Illinois                                       60606
(Address of Principal Executive Offices)              (Zip code)

                             Joslyn Corporation
                      Non-Employee Director Stock Plan
                            (Full Title of Plan)
                             __________________ 

                             Wayne M. Koprowski
                  Vice President, General Counsel & Secretary
                             Joslyn Corporation
                            30 South Wacker Drive
                           Chicago, Illinois  60606
                               (312) 454-2900
                   (Name and Address of Agent for Service)

                                  Copy to:

                               Thomas A. Cole
                               Sidley & Austin
                          One First National Plaza
                          Chicago, Illinois  60603
                               (312) 853-7000
______________________________________________________________________________  
                                                                                
                       CALCULATION OF REGISTRATION FEE
______________________________________________________________________________  
                                    Proposed       Proposed    
Title of                            Maximum        Maximum        Amount
Securities        Amount            Offering       Aggregate        of 
to be              to be            Price Per      Offering     Registration  
Registered       Registered         Share (1)      Price (1)        Fee
_____________________________________________________________________________
Common Shares,
par value        125,000 shares     $24.875        $3,109,375     $1,072.20   
$1.25 per share   
Common Stock
Purchase Rights   125,000(2)           -(2)             -(2)           -(2)
____________________________________________________________________________
(1)  Estimated solely for the purpose of calculating the registration fee      
     and,pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of    
     1933,based upon the average of the high and low sale prices of the common 
     shares, par value $1.25 per share, of Joslyn Corporation on The
     NASDAQ National Market on April 19, 1995.

(2)  Rights are initially carried and traded with the Common Shares of the
     Registrant.  Value attributable to such Rights, if any, is reflected in 
     the market price of the Common Shares.

Page 1 of 10
<PAGE>
                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Joslyn Corporation (the "Company") are
incorporated herein by reference:

    (a)  Annual Report on Form 10-K of the Company for the year ended December 
31, 1994.

    (b)  The description of the Company's common shares, $1.25 par value per 
share (the "Common Shares"), which is contained in the Registration Statement 
on Form 8-A filed under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), including any subsequent amendment or any report filed for 
the purpose of updating such description.

    (c)  The description of the Company's common stock purchase rights (the 
"Rights"), which is contained in the Registration Statement on Form 8-A filed 
with the Commission under the Exchange Act (as amended by Amendment No. 1 
thereto filed on March 22, 1988 and Amendment No. 2 thereto filed on 
September 9, 1994), including any subsequent amendment or any report filed 
for the purpose of updating such description.

    (d)  All other reports filed pursuant to Section 13(a) or 15(d) under the
Exchange Act since December 31, 1994.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Exchange Act, prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold 
or which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference into this Registration Statement and to be a 
part hereof from the respective dates of filing of such documents (such 
documents, and the documents enumerated above, being hereinafter referred to 
as "Incorporated Documents").

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Wayne M. Koprowski, Esq., Vice President, General Counsel and Secretary
of the Company, who is giving an opinion with respect to the validity of the 
Common Shares and Common Stock Purchase Rights being registered under this
Registration Statement and certain other legal matters in connection with the
registration and offering of such securities, beneficially owns 23,438 Common
Shares (which includes options to purchase 16,660 shares) as of March 1, 1995. 
Mr. Koprowski also has shared voting power with respect to approximately 904
Common Shares held by the Company's Profit Sharing Plan.


Page 2
<PAGE>

Item 6.  Indemnification of Directors and Officers.

    Reference is made to Section 8.75 ("Section 8.75") of the Illinois Business
Corporation Act (the "Illinois BCA"), which provides for indemnification of 
directors and officers in certain circumstances.

    The Company's Articles of Incorporation, as amended ("Articles of 
Incorporation"), provides that no directors of the Company shall be personally
liable to the Company or its shareholders for monetary damages for breach of 
fiduciary duty as a director except for (i) any breach of the director's duty 
of loyalty to the Company or its shareholders, (ii) acts or omissions not in 
good faith or which involve intentional misconduct or a knowing violation of 
law, (iii) acts under Section 8.65 of the Illinois BCA or (iv) transactions 
from which the director derives an improper personal benefit.

    The Articles of Incorporation provides for indemnification of directors 
and officers to the fullest extent permitted by the Illinois BCA, as amended 
from time to time.  Under Article Eight of the Articles of Incorporation, the 
Company may maintain insurance on behalf of any person who is or was a 
director, officer or employee of the Company or was serving at the request of 
the Company as a director, officer or employee of another corporation, 
partnership, joint venture, trust or other enterprise (including service with 
respect to any employee benefit plan) against any liability asserted against 
such person in such capacity, whether or not the Company would have the power 
to indemnify such person against such liability under the provisions of Article 
Eight of the Articles of Incorporation.


Item 7.  Exemption from Registration Claimed.

     Not applicable.


Item 8.  Exhibits.

     The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.


Item 9.  Undertakings.

     (a)    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; 
and 

     (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,




Page 3

<PAGE>

however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the 
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained 
in periodic reports filed with or furnished to the Securities and Exchange 
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in the registration 
statement.

    (2)  That, for 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 
bonafide offering thereof.

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

    (b)  The undersigned registrant hereby 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report 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.

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



















Page 4

<PAGE>

                                    SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Chicago, State of Illinois, on this 21 day of 
April, 1995.

                                           JOSLYN CORPORATION


                                           __________________________
                                           By:   Lawrence G. Wolski             
                                           Acting Chief Executive Officer 
                                               and Director

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the 
capacities indicated on this 21st day of April, 1995.  Each person whose 
signature appears below hereby appoints Lawrence G. Wolski or Wayne M. 
Koprowski, and each of them individually, his or her true and lawful attorney-
in-fact, with power to act with or without the other and with full power of 
substitution and resubstitution, in any and all capacities, to sign any or 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 full power and authority to do and 
perform each and every act and thing requisite and necessary to be done in 
and about the premises, as fully to all intents and purposes as he or she 
might or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause 
to be done by virtue thereof. 

Signature                               Title



/s/ Lawrence G. Wolski                  Acting Chief Executive Officer
_____________________________           and Director
Lawrence G. Wolski                      (principal executive officer)      
                                         

/s/ Raymond G. Bjorseth                 Controller
_____________________________           (principal accounting officer)
Raymond G. Bjorseth 


/s/ William E. Bendix                   Director
_____________________________
William E. Bendix
                             

/s/ John H. Deininger                   Director
_____________________________
John H. Deininger
                              

/s/ Donald B. Hamister                  Director
_____________________________
Donald B. Hamister
Page 5
<PAGE>



Signature                               Title




/s/ Raymond E. Micheletti               Director
_____________________________
Raymond E. Micheletti


/s/ Richard C. Osborne                  Director
____________________________
Richard C. Osborne













































Page 6



<PAGE>
               
               INDEX TO EXHIBITS TO REGISTRATION STATEMENT


Exhibit
Number             Description of Documents
_______            ________________________

4(a)               Articles of Incorporation of the Company, as
                   amended.

4(b)               By-Laws of the Company, as amended and restated
                   on September 16, 1994, filed as Exhibit 3 to the
                   Company's Current Report on Form 8-K dated
                   September 19, 1994 (File No. 0-1252), which is
                   incorporated herein by reference.

4(c)               Rights Agreement, dated as of February 10, 1988
                   (the "Rights Agreement"), between the Company and
                   The First National Bank of Chicago, as rights agent,
                   which is incorporated herein by reference to Exhibit 4
                   to the Company's Annual Report on Form 10-K for the
                   year ended December 31, 1987 (File No. 0-1252).

4(d)               Amendment to the Rights Agreement, dated as of
                   September 2, 1994, which is incorporated herein by
                   reference to Exhibit 2(a) of Amendment No. 2 to the
                   Company's Registration Statement on Form 8-A (File
                   No. 0-1252) filed under Exchange Act.

4(e)               Joslyn Corporation Non-Employee Director Stock Plan,
                   filed as Exhibit A to the Company's Proxy Statement
                   dated March 28, 1995 (File No. 0-1252).

*5                 Opinion of Wayne M. Koprowski, Esq.

*23(a)             Consent of Wayne M. Koprowski, Esq. (included in
                   Exhibit 5 above)

*23(b)             Consent of Arthur Andersen LLP.

*24                Power of Attorney (reference is made to the Signatures
                   section of this Registration Statement for the Power
                   of Attorney contained therein).


________________
*Filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16823}]
{"company-data": {"conformed-name": "JOSLYN CORP /IL/", "cik": "0000054045", "assigned-sic": "3620", "irs-number": "363560095", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58739", "film-number": "95530228"}, "business-address": {"street1": "30 S WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3124542900"}, "mail-address": {"street1": "30 S  WACKER DRIVE", "city": "CHICAGO", "state": "IL", "zip": "60606"}, "former-company": {"former-conformed-name": "JOSLYN MANUFACTURING & SUPPLY CO", "date-changed": "19850527"}}
As filed with the Securities and Exchange Commission
                       on April 21, 1995
                                              
                                              Registration No. 33-_____
_____________________________________________________________________________   
 
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933
                            __________________                     

                            JOSLYN CORPORATION
           (Exact Name of Registrant as Specified in Its Charter)

        Illinois                                        36-3560095
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)

30 South Wacker Drive
Chicago, Illinois                                       60606
(Address of Principal Executive Offices)              (Zip code)

                             Joslyn Corporation
                      Non-Employee Director Stock Plan
                            (Full Title of Plan)
                             __________________ 

                             Wayne M. Koprowski
                  Vice President, General Counsel & Secretary
                             Joslyn Corporation
                            30 South Wacker Drive
                           Chicago, Illinois  60606
                               (312) 454-2900
                   (Name and Address of Agent for Service)

                                  Copy to:

                               Thomas A. Cole
                               Sidley & Austin
                          One First National Plaza
                          Chicago, Illinois  60603
                               (312) 853-7000
______________________________________________________________________________  
                                                                                
                       CALCULATION OF REGISTRATION FEE
______________________________________________________________________________  
                                    Proposed       Proposed    
Title of                            Maximum        Maximum        Amount
Securities        Amount            Offering       Aggregate        of 
to be              to be            Price Per      Offering     Registration  
Registered       Registered         Share (1)      Price (1)        Fee
_____________________________________________________________________________
Common Shares,
par value        125,000 shares     $24.875        $3,109,375     $1,072.20   
$1.25 per share   
Common Stock
Purchase Rights   125,000(2)           -(2)             -(2)           -(2)
____________________________________________________________________________
(1)  Estimated solely for the purpose of calculating the registration fee      
     and,pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of    
     1933,based upon the average of the high and low sale prices of the common 
     shares, par value $1.25 per share, of Joslyn Corporation on The
     NASDAQ National Market on April 19, 1995.

(2)  Rights are initially carried and traded with the Common Shares of the
     Registrant.  Value attributable to such Rights, if any, is reflected in 
     the market price of the Common Shares.

Page 1 of 10
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Joslyn Corporation (the "Company") are
incorporated herein by reference:

    (a)  Annual Report on Form 10-K of the Company for the year ended December 
31, 1994.

    (b)  The description of the Company's common shares, $1.25 par value per 
share (the "Common Shares"), which is contained in the Registration Statement 
on Form 8-A filed under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), including any subsequent amendment or any report filed for 
the purpose of updating such description.

    (c)  The description of the Company's common stock purchase rights (the 
"Rights"), which is contained in the Registration Statement on Form 8-A filed 
with the Commission under the Exchange Act (as amended by Amendment No. 1 
thereto filed on March 22, 1988 and Amendment No. 2 thereto filed on 
September 9, 1994), including any subsequent amendment or any report filed 
for the purpose of updating such description.

    (d)  All other reports filed pursuant to Section 13(a) or 15(d) under the
Exchange Act since December 31, 1994.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Exchange Act, prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold 
or which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference into this Registration Statement and to be a 
part hereof from the respective dates of filing of such documents (such 
documents, and the documents enumerated above, being hereinafter referred to 
as "Incorporated Documents").

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Wayne M. Koprowski, Esq., Vice President, General Counsel and Secretary
of the Company, who is giving an opinion with respect to the validity of the 
Common Shares and Common Stock Purchase Rights being registered under this
Registration Statement and certain other legal matters in connection with the
registration and offering of such securities, beneficially owns 23,438 Common
Shares (which includes options to purchase 16,660 shares) as of March 1, 1995. 
Mr. Koprowski also has shared voting power with respect to approximately 904
Common Shares held by the Company's Profit Sharing Plan.

Page 2
Item 6.  Indemnification of Directors and Officers.

    Reference is made to Section 8.75 ("Section 8.75") of the Illinois Business
Corporation Act (the "Illinois BCA"), which provides for indemnification of 
directors and officers in certain circumstances.

    The Company's Articles of Incorporation, as amended ("Articles of 
Incorporation"), provides that no directors of the Company shall be personally
liable to the Company or its shareholders for monetary damages for breach of 
fiduciary duty as a director except for (i) any breach of the director's duty 
of loyalty to the Company or its shareholders, (ii) acts or omissions not in 
good faith or which involve intentional misconduct or a knowing violation of 
law, (iii) acts under Section 8.65 of the Illinois BCA or (iv) transactions 
from which the director derives an improper personal benefit.

    The Articles of Incorporation provides for indemnification of directors 
and officers to the fullest extent permitted by the Illinois BCA, as amended 
from time to time.  Under Article Eight of the Articles of Incorporation, the 
Company may maintain insurance on behalf of any person who is or was a 
director, officer or employee of the Company or was serving at the request of 
the Company as a director, officer or employee of another corporation, 
partnership, joint venture, trust or other enterprise (including service with 
respect to any employee benefit plan) against any liability asserted against 
such person in such capacity, whether or not the Company would have the power 
to indemnify such person against such liability under the provisions of Article 
Eight of the Articles of Incorporation.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings.

     (a)    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; 
and 

     (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,

Page 3
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the 
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained 
in periodic reports filed with or furnished to the Securities and Exchange 
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in the registration 
statement.

    (2)  That, for 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 
bonafide offering thereof.

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

    (b)  The undersigned registrant hereby 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report 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.

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

Page 4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Chicago, State of Illinois, on this 21 day of 
April, 1995.

                                           JOSLYN CORPORATION

                                           __________________________
                                           By:   Lawrence G. Wolski             
                                           Acting Chief Executive Officer 
                                               and Director

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the 
capacities indicated on this 21st day of April, 1995.  Each person whose 
signature appears below hereby appoints Lawrence G. Wolski or Wayne M. 
Koprowski, and each of them individually, his or her true and lawful attorney-
in-fact, with power to act with or without the other and with full power of 
substitution and resubstitution, in any and all capacities, to sign any or 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 full power and authority to do and 
perform each and every act and thing requisite and necessary to be done in 
and about the premises, as fully to all intents and purposes as he or she 
might or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause 
to be done by virtue thereof. 

Signature                               Title

/s/ Lawrence G. Wolski                  Acting Chief Executive Officer
_____________________________           and Director
Lawrence G. Wolski                      (principal executive officer)      
                                         

/s/ Raymond G. Bjorseth                 Controller
_____________________________           (principal accounting officer)
Raymond G. Bjorseth 

/s/ William E. Bendix                   Director
_____________________________
William E. Bendix
                             

/s/ John H. Deininger                   Director
_____________________________
John H. Deininger
                              

/s/ Donald B. Hamister                  Director
_____________________________
Donald B. Hamister
Page 5
Signature                               Title

/s/ Raymond E. Micheletti               Director
_____________________________
Raymond E. Micheletti

/s/ Richard C. Osborne                  Director
____________________________
Richard C. Osborne

Page 6
INDEX TO EXHIBITS TO REGISTRATION STATEMENT

Exhibit
Number             Description of Documents
_______            ________________________

4(a)               Articles of Incorporation of the Company, as
                   amended.

4(b)               By-Laws of the Company, as amended and restated
                   on September 16, 1994, filed as Exhibit 3 to the
                   Company's Current Report on Form 8-K dated
                   September 19, 1994 (File No. 0-1252), which is
                   incorporated herein by reference.

4(c)               Rights Agreement, dated as of February 10, 1988
                   (the "Rights Agreement"), between the Company and
                   The First National Bank of Chicago, as rights agent,
                   which is incorporated herein by reference to Exhibit 4
                   to the Company's Annual Report on Form 10-K for the
                   year ended December 31, 1987 (File No. 0-1252).

4(d)               Amendment to the Rights Agreement, dated as of
                   September 2, 1994, which is incorporated herein by
                   reference to Exhibit 2(a) of Amendment No. 2 to the
                   Company's Registration Statement on Form 8-A (File
                   No. 0-1252) filed under Exchange Act.

4(e)               Joslyn Corporation Non-Employee Director Stock Plan,
                   filed as Exhibit A to the Company's Proxy Statement
                   dated March 28, 1995 (File No. 0-1252).

*5                 Opinion of Wayne M. Koprowski, Esq.

*23(a)             Consent of Wayne M. Koprowski, Esq. (included in
                   Exhibit 5 above)

*23(b)             Consent of Arthur Andersen LLP.

*24                Power of Attorney (reference is made to the Signatures
                   section of this Registration Statement for the Power
                   of Attorney contained therein).

________________
*Filed herewith