As filed with the Securities and Exchange           Registration No. 33-
Commission on November 17, 1995




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                           --------------------------

                                  FARR COMPANY
             (Exact name of registrant as specified in its charter)


            DELAWARE                                   95-1288401
  (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                  Identification No.)


          2221 Park Place
       El Segundo, California                               90245
(Address of principal executive offices)                  (Zip Code)

                          ----------------------------

                           THE 1993 STOCK OPTION PLAN
                 FOR KEY EMPLOYEES OF FARR COMPANY, AS AMENDED


                          ----------------------------


                              KENNETH W. GERSTNER
                            Chief Financial Officer
                                  Farr Company
                                2221 Park Place
                          El Segundo, California 90245
                                 (310) 536-6300
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)


                        Calculation of Registration Fee
- -------------------------------------------------------------------------------
                                                   Proposed
                                  Proposed          Maximum
   Title of           Amount       Maximum         Aggregate       Amount of
Securities to          to be    Offering Price      Offering     Registration
be Registered       Registered   Per Share (1)      Price (1)        Fee
- -------------------------------------------------------------------------------

Common Stock
$.10 par value        150,000        $7.88          $1,182,000      $236.40



(1) For  purposes  of  computing  the  registration  fee only.  Pursuant to Rule
457(h),  the Proposed  Maximum Offering Price Per Share of the 150,000 shares is
based upon the average of the high and low price for the Company's  Common Stock
on the Nasdaq National Market on November 10, 1995, which was $7.88 per share.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

         By a  Registration  Statement on Form S-8 filed with the Securities and
Exchange  Commission on November 8, 1993,  Registration  File No.  33-71400 (the
"Prior  Registration  Statement"),  Farr Company,  a Delaware  corporation  (the
"Company"),  previously registered 200,000 shares of the Common Stock, par value
$.10 per share (the "Common  Stock"),  of the Company reserved for issuance from
time to time in connection  with the 1993 Stock Option Plan for Key Employees of
Farr Company (the "Plan"). The Plan has been amended and the number of shares of
Common Stock  issuable  thereunder  has been  increased  to 350,000.  Under this
Registration Statement, the Company is registering the additional 150,000 shares
of the  Common  Stock  issuable  under  the  Plan.  The  contents  of the  Prior
Registration  Statement  are  incorporated  by  reference  herein.  Pursuant  to
Instruction E to Form S-8, all other information  otherwise required to be filed
in this Registration  Statement is not required to be filed in this Registration
Statement.


Item 8.  Exhibits

5.1      Opinion of Latham & Watkins

24.1     Consent of Arthur Andersen & Co.

24.2     Consent of Latham & Watkins (included in Exhibit 5.1)

25       Power of Attorney (incorporated in the signature page to the 
         Registration Statement - see page 3)





<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
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 El Segundo,  State of California,  on this 31 day of
October 1995.


                                       FARR COMPANY

                                       By: /s/ KENNETH W. GERSTNER
                                       --------------------------------
                                       Kenneth W. Gerstner
                                       Title: Senior Vice President,
                                       Chief Financial Officer and Secretary




         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. Each person whose signature appears below
hereby authorizes Kenneth W. Gerstner,  as attorney-in-fact,  with full power of
substitution,  to sign on his or her behalf,  individually  and in such capacity
stated below, and to file any amendments, including post-effective amendments or
supplements, to this Registration Statement.


      Signature                      Title                      Date
      ---------                      -----                      ----


 /s/ H. J. MEANY                Chairman, President        October 31, 1995
- -------------------------       Chief Executive
    H. J. Meany

/s/ ROBERT BATINOVICH           Director                   October 31, 1995
- -------------------------
    Robert Batinovich

/s/                             Director                   October 31, 1995
- -------------------------
    Richard P. Birmingham

/s/ DAVID J. FARR               Director                   October 31, 1995
- -------------------------
    David J. Farr

/s/ RICHARD L. FARR             Senior Vice President      October 31, 1995
- -------------------------       and Director
    Richard L. Farr

/s/ JOHN J. KIMES               Director                   October 31, 1995
- -------------------------
    John J. Kimes

/s/ KENNETH W. GERSTNER         Senior Vice President,     October 31, 1995
- -------------------------       Financial Officer
    Kenneth W. Gerstner         Secretary
                                (Principal Accounting Officer)


<PAGE>

Exhibit 5.1


November 17, 1995

Farr Company
2221 Park Place
El Segundo, California 90245

         Re:      Farr Company Common Stock
                  par value $.10 per share


Gentlemen:

         At your request,  we have examined the  Registration  Statement on Form
S-8 (the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended,  of 150,000 shares of Common Stock,  par value $.10 per
share (the "Shares"),  to be sold by Farr Company (the "Company") under The 1993
Stock Option Plan for Key Employees of Farr Company,  as amended (the "Plan). We
are  familiar  with  the   proceedings   undertaken   in  connection   with  the
authorization,  issuance and sale of the Shares. Additionally,  we have examined
such  questions of law and fact as we have  considered  necessary or appropriate
for purposes of this of this opinion.

         Based upon the  foregoing,  we are of the opinion  that the Shares have
been duly  authorized,  and upon the  issuance of Shares  under the terms of the
Plan and delivery and payment  therefor of legal  consideration in excess of the
aggregate par value of the Shares  issued,  such Shares will be validly  issued,
fully paid and nonassessable.

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

                                       Very truly yours,


                                       LATHAM & WATKINS



Los Angeles, California




<PAGE>

Exhibit 24.1




                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation by reference in this  registration  statement of our reports dated
February  17, 1995  (except  for Note 7 as to which the date is March 23,  1995)
included  and  incorporated  by  reference in the Farr Company Form 10-K for the
year ended  December 31, 1994 and to all references to our Firm included in this
registration Statement.





                                       ARTHUR ANDERSEN LLP



Los Angeles, California
November 14, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8860}]
{"company-data": {"conformed-name": "FARR CO", "cik": "0000034629", "assigned-sic": "3569", "irs-number": "951288401", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64387", "film-number": "95594600"}, "business-address": {"street1": "2221 PARK PL", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3105366300"}, "mail-address": {"street1": "P.O. BOX 92187 AIRPORT STATION", "city": "LOS ANGELES", "state": "CA", "zip": "90009"}}
As filed with the Securities and Exchange           Registration No. 33-
Commission on November 17, 1995

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                           --------------------------

                                  FARR COMPANY
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   95-1288401
  (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                  Identification No.)

          2221 Park Place
       El Segundo, California                               90245
(Address of principal executive offices)                  (Zip Code)

                          ----------------------------

                           THE 1993 STOCK OPTION PLAN
                 FOR KEY EMPLOYEES OF FARR COMPANY, AS AMENDED

                          ----------------------------

                              KENNETH W. GERSTNER
                            Chief Financial Officer
                                  Farr Company
                                2221 Park Place
                          El Segundo, California 90245
                                 (310) 536-6300
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                        Calculation of Registration Fee
- -------------------------------------------------------------------------------
                                                   Proposed
                                  Proposed          Maximum
   Title of           Amount       Maximum         Aggregate       Amount of
Securities to          to be    Offering Price      Offering     Registration
be Registered       Registered   Per Share (1)      Price (1)        Fee
- -------------------------------------------------------------------------------

Common Stock
$.10 par value        150,000        $7.88          $1,182,000      $236.40

(1) For  purposes  of  computing  the  registration  fee only.  Pursuant to Rule
457(h),  the Proposed  Maximum Offering Price Per Share of the 150,000 shares is
based upon the average of the high and low price for the Company's  Common Stock
on the Nasdaq National Market on November 10, 1995, which was $7.88 per share.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

         By a  Registration  Statement on Form S-8 filed with the Securities and
Exchange  Commission on November 8, 1993,  Registration  File No.  33-71400 (the
"Prior  Registration  Statement"),  Farr Company,  a Delaware  corporation  (the
"Company"),  previously registered 200,000 shares of the Common Stock, par value
$.10 per share (the "Common  Stock"),  of the Company reserved for issuance from
time to time in connection  with the 1993 Stock Option Plan for Key Employees of
Farr Company (the "Plan"). The Plan has been amended and the number of shares of
Common Stock  issuable  thereunder  has been  increased  to 350,000.  Under this
Registration Statement, the Company is registering the additional 150,000 shares
of the  Common  Stock  issuable  under  the  Plan.  The  contents  of the  Prior
Registration  Statement  are  incorporated  by  reference  herein.  Pursuant  to
Instruction E to Form S-8, all other information  otherwise required to be filed
in this Registration  Statement is not required to be filed in this Registration
Statement.

Item 8.  Exhibits

5.1      Opinion of Latham & Watkins

24.1     Consent of Arthur Andersen & Co.

24.2     Consent of Latham & Watkins (included in Exhibit 5.1)

25       Power of Attorney (incorporated in the signature page to the 
         Registration Statement - see page 3)
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
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 El Segundo,  State of California,  on this 31 day of
October 1995.

                                       FARR COMPANY

                                       By: /s/ KENNETH W. GERSTNER
                                       --------------------------------
                                       Kenneth W. Gerstner
                                       Title: Senior Vice President,
                                       Chief Financial Officer and Secretary

         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. Each person whose signature appears below
hereby authorizes Kenneth W. Gerstner,  as attorney-in-fact,  with full power of
substitution,  to sign on his or her behalf,  individually  and in such capacity
stated below, and to file any amendments, including post-effective amendments or
supplements, to this Registration Statement.

      Signature                      Title                      Date
      ---------                      -----                      ----

 /s/ H. J. MEANY                Chairman, President        October 31, 1995
- -------------------------       Chief Executive
    H. J. Meany

/s/ ROBERT BATINOVICH           Director                   October 31, 1995
- -------------------------
    Robert Batinovich

/s/                             Director                   October 31, 1995
- -------------------------
    Richard P. Birmingham

/s/ DAVID J. FARR               Director                   October 31, 1995
- -------------------------
    David J. Farr

/s/ RICHARD L. FARR             Senior Vice President      October 31, 1995
- -------------------------       and Director
    Richard L. Farr

/s/ JOHN J. KIMES               Director                   October 31, 1995
- -------------------------
    John J. Kimes

/s/ KENNETH W. GERSTNER         Senior Vice President,     October 31, 1995
- -------------------------       Financial Officer
    Kenneth W. Gerstner         Secretary
                                (Principal Accounting Officer)
Exhibit 5.1

November 17, 1995

Farr Company
2221 Park Place
El Segundo, California 90245

         Re:      Farr Company Common Stock
                  par value $.10 per share

Gentlemen:

         At your request,  we have examined the  Registration  Statement on Form
S-8 (the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended,  of 150,000 shares of Common Stock,  par value $.10 per
share (the "Shares"),  to be sold by Farr Company (the "Company") under The 1993
Stock Option Plan for Key Employees of Farr Company,  as amended (the "Plan). We
are  familiar  with  the   proceedings   undertaken   in  connection   with  the
authorization,  issuance and sale of the Shares. Additionally,  we have examined
such  questions of law and fact as we have  considered  necessary or appropriate
for purposes of this of this opinion.

         Based upon the  foregoing,  we are of the opinion  that the Shares have
been duly  authorized,  and upon the  issuance of Shares  under the terms of the
Plan and delivery and payment  therefor of legal  consideration in excess of the
aggregate par value of the Shares  issued,  such Shares will be validly  issued,
fully paid and nonassessable.

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

                                       Very truly yours,

                                       LATHAM & WATKINS

Los Angeles, California
Exhibit 24.1

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation by reference in this  registration  statement of our reports dated
February  17, 1995  (except  for Note 7 as to which the date is March 23,  1995)
included  and  incorporated  by  reference in the Farr Company Form 10-K for the
year ended  December 31, 1994 and to all references to our Firm included in this
registration Statement.

                                       ARTHUR ANDERSEN LLP

Los Angeles, California
November 14, 1995