As filed with the Securities and Exchange Commission on May 28, 2004


                                       Registration No. 333-_____



                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      ____________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                      ____________________

                       Allen Organ Company
     (Exact name of registrant as specified in its charter)

                Pennsylvania                  23-1263194
(State or other jurisdiction of  (I.R.S. Employer Identification No.)
incorporation or organization)

     150 Locust Street, P.O. Box 36, Macungie, Pennsylvania 18062-0036
    (Address of Principal Executive Offices)       (Zip Code)

              Allen Organ Company Stock Option Plan
                    (Full title of the plan)

                       Steven A. Markowitz
              President and Chief Executive Officer
                       Allen Organ Company
                 150 Locust Street, P.O. Box 36
                    Macungie, Pennsylvania  18062-0036
             (Name and address of agent for service)

                            (610) 966-2200
  (Telephone number, including area code, of agent for service)

                           Copies to:

                    David W. Swartz, Esquire
                       Stevens & Lee, P.C.
                     111 North Sixth Street
                Reading, Pennsylvania  19603-0679
                         (610) 478-2184
                      ____________________



                 CALCULATION OF REGISTRATION FEE

 Title of     Amount to     Proposed     Proposed     Amount of
each class        be        maximum      maximum     registration
    of        registered    offering    aggregate        fee
securities                 price per     offering
   to be                   share (2)     price(2)
registered(1)


Class B         100,000      $48.78     $4,878,000     $618.04
Common
Stock,
$1.00 par
value

(1)     Based on the maximum number of shares of the Registrant's
        common stock, $1.00 par value per share, authorized for
        issuance under the Plan set forth above.

(2)     Estimated pursuant to Rule 457(c) and (h)(1) solely for
        the purpose of calculating the amount of the registration fee
        based upon the average of the high and low prices for a share
        of the Registrant's common stock on May 26, 2004.




                             PART II

Item 3.  Incorporation of Documents by Reference.

          In this Registration Statement, "we," "us," and "our"
          refer to Allen Organ Company.

          The following documents filed with the Securities and
          Exchange Commission (the "SEC") are incorporated by reference in
          this Registration Statement and made a part hereof:

          (a) our Annual Report on Form 10-K for the fiscal year
              ended December 31, 2003; and

          (b) our Quarterly Report on Form 10-Q for the three
              months ended March 31, 2004, and

          (c) all other documents filed by us after the date of
              this Registration Statement under Section 13(a),
              13(c),14 and 15(d) of the Securities Exchange Act
              of 1934, prior to the filing of a post-effective
              amendment to the Registration Statement 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 part of this Registration Statement
              from the date of filing of such documents.

          (d) The description of our Class B common stock,
              $1.00 par value per share, set forth in our
              registration statement filed under the Securities
              Exchange Act of 1934 to register such common stock,
              including any amendments thereto.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interest of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Pennsylvania law provides that a Pennsylvania
          corporation may indemnify directors, officers, employees and
          agents of the corporation against liabilities they may incur in
          such capacities for any action taken or any failure to act,
          whether or not the corporation would have the power to indemnify
          the person under any provision of law, unless such action or
          failure to act is determined by a court to have constituted
          recklessness or willful misconduct.  Pennsylvania law also
          permits the adoption of a bylaw amendment, approved by
          shareholders, providing for the elimination of a director's
          liability for monetary damages for any action taken or any
          failure to take any action unless (1) the director has breached
          or failed to perform the duties of his office and (2) the breach
          or failure to perform constitutes self-dealing, willful
          misconduct or recklessness.

          Our bylaws provide for (1) indemnification of
          directors, officers, employees and agents and (2) the elimination
          of a director's liability for monetary damages, to the fullest
          extent permitted by Pennsylvania law.

Item 7.  Exemption from Registration Claimed.

          Not Applicable.

Item 8.  Exhibits.

          Exhibits:

Number    Description

3.1       Articles of Incorporation of Allen Organ Company
          (Incorporated by reference to the Registrant's Annual
          Report on Form 10-K for the year ended December 31,
          1984.)

3.2       Bylaws of Allen Organ Company (Incorporated by
          reference to the Registrant's Annual Report on
          Form 10-K for the year ended December 31, 1991.)

5.1       Opinion of Stevens & Lee, P.C.

23.1      Consent of Stevens & Lee, P.C. (included in
          Exhibit 5.1).

23.2      Consent of KPMG LLP.

24.1      Powers of Attorney of Directors and Officers (included
          on signature page).

99.1      Allen Organ Company Stock Option Plan (Incorporated by
          reference to Exhibit 10.1 to the Registrant's
          Quarterly Report on Form 10-Q filed for the quarter
          ended September 30, 2002).

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.
             Notwithstanding the foregoing, any increase or decrease in volume
             of securities offered (if the total dollar value of securities
             offered would not exceed that which was registered) and any
             deviation from the low or high end of the estimated maximum
             offering range may be reflected in the form of prospectus filed
             with the Commission pursuant to Rule 424(b) if, in the aggregate,
             the changes in volume and price represent no more than a 20%
             change in the maximum aggregate offering price set forth in the
             "Calculation of Registration Fee" table in the effective
             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.

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

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

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

          Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and that it has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Macungie, Pennsylvania, on April 22, 2004.

                              ALLEN ORGAN COMPANY

                              By:   /s/STEVEN A. MARKOWITZ
                                    Steven A. Markowitz
                                    President and Chief Executive
                                    Officer


          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven A.
Markowitz and Nathan S. Eckhart and each of them, his or her true
and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him or her and in his or her
name, place and stead, in any and all capacity, to sign any or
all 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 to such attorney-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 and to all intents and purposes as they might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their 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

/s/STEVEN A. MARKOWITZ   President, Chief         April 22, 2004
Steven A. Markowitz      Executive Officer and
                         Director (Principal
                         Executive Officer)

/s/ERNEST J. CHOQUETTE   Director                 April 22, 2004
Ernest J. Choquette

/s/MICHAEL F. DOYLE      Director                 April 22, 2004
Michael F. Doyle

/s/ORVILLE G. HAWK       Director                 April 22, 2004
Orville G. Hawk

/s/LEONARD W. HELFRICH   Director                 April 22, 2004
Leonard W. Helfrich

/s/MARTHA MARKOWITZ      Director                 April 22, 2004
Martha Markowitz

/s/EUGENE MOROZ          Director                 April 22, 2004
Eugene Moroz

/s/JEFFREY L. SCHUCKER   Director                 April 22, 2004
Jeffrey L. Schucker

/s/ALBERT F. SCHUSTER    Director                 April 22, 2004
Albert F. Schuster

/s/NATHAN S. ECKHART     Vice President and       April 22, 2004
Nathan S. Eckhart        Chief Financial Officer
                         (Principal Financial
                         and Accounting Officer)


                          EXHIBIT INDEX

Number    Description

5.1       Opinion of Stevens & Lee, P.C.

23.2      Consent of KPMG LLP.
[{"type": "S-8", "sequence": "1", "filename": "s8052704.txt", "secsgml_size_bytes": 14156}]
{"company-data": {"conformed-name": "ALLEN ORGAN CO", "cik": "0000003753", "assigned-sic": "3931", "irs-number": "231263194", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116002", "film-number": "04838238"}, "business-address": {"street1": "150 LOCUST ST", "street2": "PO BOX 36", "city": "MACUNGIE", "state": "PA", "zip": "18062", "phone": "2159662200"}, "mail-address": {"street1": "150 LOCUST STREET", "street2": "PO BOX 36", "city": "MACUNGIE", "state": "PA", "zip": "18062-0036"}}
As filed with the Securities and Exchange Commission on May 28, 2004

                                       Registration No. 333-_____

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      ____________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                      ____________________

                       Allen Organ Company
     (Exact name of registrant as specified in its charter)

                Pennsylvania                  23-1263194
(State or other jurisdiction of  (I.R.S. Employer Identification No.)
incorporation or organization)

     150 Locust Street, P.O. Box 36, Macungie, Pennsylvania 18062-0036
    (Address of Principal Executive Offices)       (Zip Code)

              Allen Organ Company Stock Option Plan
                    (Full title of the plan)

                       Steven A. Markowitz
              President and Chief Executive Officer
                       Allen Organ Company
                 150 Locust Street, P.O. Box 36
                    Macungie, Pennsylvania  18062-0036
             (Name and address of agent for service)

                            (610) 966-2200
  (Telephone number, including area code, of agent for service)

                           Copies to:

                    David W. Swartz, Esquire
                       Stevens & Lee, P.C.
                     111 North Sixth Street
                Reading, Pennsylvania  19603-0679
                         (610) 478-2184
                      ____________________

                 CALCULATION OF REGISTRATION FEE

 Title of     Amount to     Proposed     Proposed     Amount of
each class        be        maximum      maximum     registration
    of        registered    offering    aggregate        fee
securities                 price per     offering
   to be                   share (2)     price(2)
registered(1)

Class B         100,000      $48.78     $4,878,000     $618.04
Common
Stock,
$1.00 par
value

(1)     Based on the maximum number of shares of the Registrant's
        common stock, $1.00 par value per share, authorized for
        issuance under the Plan set forth above.

(2)     Estimated pursuant to Rule 457(c) and (h)(1) solely for
        the purpose of calculating the amount of the registration fee
        based upon the average of the high and low prices for a share
        of the Registrant's common stock on May 26, 2004.

                             PART II

Item 3.  Incorporation of Documents by Reference.

          In this Registration Statement, "we," "us," and "our"
          refer to Allen Organ Company.

          The following documents filed with the Securities and
          Exchange Commission (the "SEC") are incorporated by reference in
          this Registration Statement and made a part hereof:

          (a) our Annual Report on Form 10-K for the fiscal year
              ended December 31, 2003; and

          (b) our Quarterly Report on Form 10-Q for the three
              months ended March 31, 2004, and

          (c) all other documents filed by us after the date of
              this Registration Statement under Section 13(a),
              13(c),14 and 15(d) of the Securities Exchange Act
              of 1934, prior to the filing of a post-effective
              amendment to the Registration Statement 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 part of this Registration Statement
              from the date of filing of such documents.

          (d) The description of our Class B common stock,
              $1.00 par value per share, set forth in our
              registration statement filed under the Securities
              Exchange Act of 1934 to register such common stock,
              including any amendments thereto.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interest of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Pennsylvania law provides that a Pennsylvania
          corporation may indemnify directors, officers, employees and
          agents of the corporation against liabilities they may incur in
          such capacities for any action taken or any failure to act,
          whether or not the corporation would have the power to indemnify
          the person under any provision of law, unless such action or
          failure to act is determined by a court to have constituted
          recklessness or willful misconduct.  Pennsylvania law also
          permits the adoption of a bylaw amendment, approved by
          shareholders, providing for the elimination of a director's
          liability for monetary damages for any action taken or any
          failure to take any action unless (1) the director has breached
          or failed to perform the duties of his office and (2) the breach
          or failure to perform constitutes self-dealing, willful
          misconduct or recklessness.

          Our bylaws provide for (1) indemnification of
          directors, officers, employees and agents and (2) the elimination
          of a director's liability for monetary damages, to the fullest
          extent permitted by Pennsylvania law.

Item 7.  Exemption from Registration Claimed.

          Not Applicable.

Item 8.  Exhibits.

          Exhibits:

Number    Description

3.1       Articles of Incorporation of Allen Organ Company
          (Incorporated by reference to the Registrant's Annual
          Report on Form 10-K for the year ended December 31,
          1984.)

3.2       Bylaws of Allen Organ Company (Incorporated by
          reference to the Registrant's Annual Report on
          Form 10-K for the year ended December 31, 1991.)

5.1       Opinion of Stevens & Lee, P.C.

23.1      Consent of Stevens & Lee, P.C. (included in
          Exhibit 5.1).

23.2      Consent of KPMG LLP.

24.1      Powers of Attorney of Directors and Officers (included
          on signature page).

99.1      Allen Organ Company Stock Option Plan (Incorporated by
          reference to Exhibit 10.1 to the Registrant's
          Quarterly Report on Form 10-Q filed for the quarter
          ended September 30, 2002).

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.
             Notwithstanding the foregoing, any increase or decrease in volume
             of securities offered (if the total dollar value of securities
             offered would not exceed that which was registered) and any
             deviation from the low or high end of the estimated maximum
             offering range may be reflected in the form of prospectus filed
             with the Commission pursuant to Rule 424(b) if, in the aggregate,
             the changes in volume and price represent no more than a 20%
             change in the maximum aggregate offering price set forth in the
             "Calculation of Registration Fee" table in the effective
             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.

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

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

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

          Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and that it has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Macungie, Pennsylvania, on April 22, 2004.

                              ALLEN ORGAN COMPANY

                              By:   /s/STEVEN A. MARKOWITZ
                                    Steven A. Markowitz
                                    President and Chief Executive
                                    Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven A.
Markowitz and Nathan S. Eckhart and each of them, his or her true
and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him or her and in his or her
name, place and stead, in any and all capacity, to sign any or
all 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 to such attorney-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 and to all intents and purposes as they might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their 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

/s/STEVEN A. MARKOWITZ   President, Chief         April 22, 2004
Steven A. Markowitz      Executive Officer and
                         Director (Principal
                         Executive Officer)

/s/ERNEST J. CHOQUETTE   Director                 April 22, 2004
Ernest J. Choquette

/s/MICHAEL F. DOYLE      Director                 April 22, 2004
Michael F. Doyle

/s/ORVILLE G. HAWK       Director                 April 22, 2004
Orville G. Hawk

/s/LEONARD W. HELFRICH   Director                 April 22, 2004
Leonard W. Helfrich

/s/MARTHA MARKOWITZ      Director                 April 22, 2004
Martha Markowitz

/s/EUGENE MOROZ          Director                 April 22, 2004
Eugene Moroz

/s/JEFFREY L. SCHUCKER   Director                 April 22, 2004
Jeffrey L. Schucker

/s/ALBERT F. SCHUSTER    Director                 April 22, 2004
Albert F. Schuster

/s/NATHAN S. ECKHART     Vice President and       April 22, 2004
Nathan S. Eckhart        Chief Financial Officer
                         (Principal Financial
                         and Accounting Officer)

                          EXHIBIT INDEX

Number    Description

5.1       Opinion of Stevens & Lee, P.C.

23.2      Consent of KPMG LLP.