As filed with the Securities and Exchange Commission on September 25, 1997
                                                  Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                            SI HANDLING SYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Pennsylvania                                 22-1643428
----------------------------------------    ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

        600 Kuebler Road
       Easton, Pennsylvania                             18040-9295
----------------------------------------                ----------
(Address of Principal Executive Offices)                (Zip Code)

             SI Handling Systems, Inc. 1997 Equity Compensation Plan
             -------------------------------------------------------
                            (Full title of the plans)

                               Leonard S. Yurkovic
                      President and Chief Executive Officer
                            SI Handling Systems, Inc.
                                600 Kuebler Road
                         Easton, Pennsylvania 18040-9295
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (610) 252-7321
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                            Donald A. Scott, Esquire
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                      Philadelphia, Pennsylvania 19103-6993
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>

                                        Proposed    Proposed
                                        maximum     maximum
                       Amount           offering    aggregate       Amount of
Title of securities    to be            price per   offering        registration
to be registered (1)   registered       share (2)   price           fee
--------------------   --------------   ---------   -------------   ------------
<S>                    <C>              <C>         <C>             <C>
Common Stock,
  $1.00 par value      275,000 shares   $16.8125    $4,623,437.50   $1,401.05

--------------------------------------------------------------------------------
<FN>
(1)  This  Registration  Statement  covers shares of Common Stock of the Company
     that may be offered or sold pursuant to the SI Handling Systems,  Inc. 1997
     Equity Compensation Plan.

(2)  Calculated  pursuant to Rule 457(h) under the Securities Act of 1933, based
     upon the average of the high and low sales prices of the  Company's  Common
     Stock,  as reported on the Nasdaq  National Market tier of the Nasdaq Stock
     Market, of $16.8125 per share on September 24, 1997.

(3)  Pursuant to Rule 416 under the  Securities Act of 1933,  this  Registration
     Statement also covers such additional  shares as may hereinafter be offered
     or issued to prevent dilution resulting from stock splits, stock dividends,
     recapitalizations or certain other capital adjustments.
</FN>
</TABLE>


<PAGE>



                                     PART II
                                     -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.        Incorporation of Documents by Reference.
               ---------------------------------------

     The  following   documents  filed  by  SI  Handling   Systems,   Inc.  (the
"Registrant")  with the  Securities  and  Exchange  Commission  pursuant  to the
Securities Exchange Act of 1934 are incorporated in this registration  statement
by reference:

     1. The  Registrant's  Annual  Report on Form 10-K for the fiscal year ended
March 2, 1997.

     2. The Registrant's Quarterly Report on Form 10-Q for the period ended June
1, 1997.

     3. The description of the  Registrant's  shares of Common Stock,  $1.00 par
value (the "Common Stock"),  contained in the Registration Statement on Form 10,
filed by the Company with the  Securities  and Exchange  Commission  to register
such securities under the Securities Exchange Act of 1934.
      
     All documents filed by the Registrant  pursuant to Section 13(a), 13(c), 14
and  15(d)  of the  Securities  Exchange  Act of  1934  after  the  date of this
registration statement and prior to the filing of a post-effective  amendment to
this registration  statement 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 in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference  herein shall be deemed to be
modified  or  superseded  for  purposes  hereof to the extent  that a  statement
contained  herein (or in any other  subsequently  filed  document  which also is
incorporated by reference  herein)  modifies or supersedes  such statement.  Any
statement  so modified or  superseded  shall not be deemed to  constitute a part
hereof except as so modified or superseded.

          Experts
          -------

     The financial statements of the Registrant as of March 2, 1997 and for each
of the years in the  three-year  period  ended  March 2, 1997,  included  in the
Registrant's Annual Report on Form 10-K for the fiscal year ended March 2, 1997,
have been  incorporated by reference in the  registration  statement in reliance
upon  the  report  of  KPMG  Peat  Marwick  LLP,  independent  certified  public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick
LLP audits and  reports on  financial  statements  of the  Registrant  issued at
future dates,  and consents to the use of their report  thereon,  such financial
statements also will be incorporated by reference in the registration  statement
in reliance upon their report and said authority.

Item 4.        Description of Securities.
               -------------------------

     Not applicable.

Item 5.        Interests of Named Experts and Counsel.
               --------------------------------------

     Not applicable.
                                      II-1


<PAGE>



Item 6.        Indemnification of Directors and Officers.
               -----------------------------------------

     Sections  1741-1750 of the  Pennsylvania  Business  Corporation Law of 1988
("BCL") provides the Company has the power to indemnify any person acting in his
or her capacity as a  representative  of the Company who was or is a party or is
threatened  to be made a party to any  action or  proceeding  against  expenses,
judgments,  penalties,  fines and amounts paid in settlement in connection  with
such  action or  proceeding  subject to the  conditions  set forth  therein.  As
permitted  by  BCL  Section  1746,  the  By-Laws  of  the  Company  provide  for
indemnification  of its officers and  directors  against  liability and expenses
incurred in the defense of any action,  suit or proceeding in which they, or any
of them,  are a party by reason of being or having been directors or officers of
the Company, except where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted  willful misconduct
or  recklessness.  The  Company  maintains  directors  and  officers'  liability
insurance to insure against  certain  liabilities  incurred in their capacity as
such.

Item 7.        Exemption from Registration Claimed.
               -----------------------------------

     Not applicable.

Item 8.        Exhibits.
               --------

     The following Exhibits are filed as part of this Registration Statement:

     5.1       Opinion of Morgan, Lewis & Bockius LLP

     10.7      SI Handling Systems, Inc. 1997 Equity Compensation Plan

     23.1      Consent of KPMG Peat Marwick LLP

     23.2      Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1)

     24.1      Power of Attorney (contained on signature page of this 
               Registration Statement)

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;

                                      II-2


<PAGE>



               (iii)     To include any material information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement; provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or 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.

     (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 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  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.

                                      II-3


<PAGE>



                        SIGNATURES AND POWER OF ATTORNEY


         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 Easton, Pennsylvania on September 25, 1997.

                                    SI HANDLING SYSTEMS, INC.

                                    By:     /s/ Leonard S. Yurkovic
                                           ------------------------------------ 
                                           Leonard S. Yurkovic
                                           President and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Leonard S. Yurkovic and Barry V. Mack,
his  true  and  lawful   attorneys-in-fact   and  agents,  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  to this  Registration
Statement,  and to file the same,  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 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 below by the  following  persons in the
capacities and on the dates indicated.

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

/s/ Leonard S. Yurkovic            Director; President and    September 25, 1997
--------------------------------   Chief Executive Officer
Leonard S. Yurkovic                    

/s/ Edward J. Fahey                Director;                  September 25, 1997
--------------------------------   Chairman of the Board
Edward J. Fahey                        


/s/ Barry V. Mack                  Vice President - Finance   September 25, 1997
--------------------------------   (Principal Financial and
Barry V. Mack                      Accounting Officer)

/s/ L. Jack Bradt                  Director                   September 25, 1997
--------------------------------
L. Jack Bradt

/s/ Elmer D. Gates                 Director                   September 25, 1997
--------------------------------
Elmer D. Gates

/s/ Michael J. Gausling            Director                   September 25, 1997
--------------------------------
Michael J. Gausling

                                      II-4


<PAGE>



                            SI HANDLING SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX

Exhibit No.
----------

5.1      Opinion of Morgan, Lewis & Bockius LLP

10.7     SI Handling Systems, Inc. 1997 Equity Compensation Plan

23.1     Consent of KPMG Peat Marwick LLP

23.2     Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1)

24.1     Power of Attorney (contained on signature page of this Registration
         Statement)

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16497}]
{"company-data": {"conformed-name": "SI HANDLING SYSTEMS INC", "cik": "0000090045", "assigned-sic": "3530", "irs-number": "221643428", "state-of-incorporation": "PA", "fiscal-year-end": "0225"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36397", "film-number": "97685617"}, "business-address": {"street1": "600 KUBLER ROAD", "city": "EASTON", "state": "PA", "zip": "18044-0070", "phone": "6102527321"}, "mail-address": {"street1": "P O BOX 70", "city": "EASTON", "state": "PA", "zip": "18040"}}
As filed with the Securities and Exchange Commission on September 25, 1997
                                                  Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                            SI HANDLING SYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Pennsylvania                                 22-1643428
----------------------------------------    ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

        600 Kuebler Road
       Easton, Pennsylvania                             18040-9295
----------------------------------------                ----------
(Address of Principal Executive Offices)                (Zip Code)

             SI Handling Systems, Inc. 1997 Equity Compensation Plan
             -------------------------------------------------------
                            (Full title of the plans)

                               Leonard S. Yurkovic
                      President and Chief Executive Officer
                            SI Handling Systems, Inc.
                                600 Kuebler Road
                         Easton, Pennsylvania 18040-9295
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (610) 252-7321
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                            Donald A. Scott, Esquire
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                      Philadelphia, Pennsylvania 19103-6993
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE

================================================================================
Proposed    Proposed
                                        maximum     maximum
                       Amount           offering    aggregate       Amount of
Title of securities    to be            price per   offering        registration
to be registered (1)   registered       share (2)   price           fee
--------------------   --------------   ---------   -------------   ------------
Common Stock,
  $1.00 par value      275,000 shares   $16.8125    $4,623,437.50   $1,401.05

--------------------------------------------------------------------------------
(1)  This  Registration  Statement  covers shares of Common Stock of the Company
     that may be offered or sold pursuant to the SI Handling Systems,  Inc. 1997
     Equity Compensation Plan.

(2)  Calculated  pursuant to Rule 457(h) under the Securities Act of 1933, based
     upon the average of the high and low sales prices of the  Company's  Common
     Stock,  as reported on the Nasdaq  National Market tier of the Nasdaq Stock
     Market, of $16.8125 per share on September 24, 1997.

(3)  Pursuant to Rule 416 under the  Securities Act of 1933,  this  Registration
     Statement also covers such additional  shares as may hereinafter be offered
     or issued to prevent dilution resulting from stock splits, stock dividends,
     recapitalizations or certain other capital adjustments.
PART II
                                     -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.        Incorporation of Documents by Reference.
               ---------------------------------------

     The  following   documents  filed  by  SI  Handling   Systems,   Inc.  (the
"Registrant")  with the  Securities  and  Exchange  Commission  pursuant  to the
Securities Exchange Act of 1934 are incorporated in this registration  statement
by reference:

     1. The  Registrant's  Annual  Report on Form 10-K for the fiscal year ended
March 2, 1997.

     2. The Registrant's Quarterly Report on Form 10-Q for the period ended June
1, 1997.

     3. The description of the  Registrant's  shares of Common Stock,  $1.00 par
value (the "Common Stock"),  contained in the Registration Statement on Form 10,
filed by the Company with the  Securities  and Exchange  Commission  to register
such securities under the Securities Exchange Act of 1934.
      
     All documents filed by the Registrant  pursuant to Section 13(a), 13(c), 14
and  15(d)  of the  Securities  Exchange  Act of  1934  after  the  date of this
registration statement and prior to the filing of a post-effective  amendment to
this registration  statement 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 in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference  herein shall be deemed to be
modified  or  superseded  for  purposes  hereof to the extent  that a  statement
contained  herein (or in any other  subsequently  filed  document  which also is
incorporated by reference  herein)  modifies or supersedes  such statement.  Any
statement  so modified or  superseded  shall not be deemed to  constitute a part
hereof except as so modified or superseded.

          Experts
          -------

     The financial statements of the Registrant as of March 2, 1997 and for each
of the years in the  three-year  period  ended  March 2, 1997,  included  in the
Registrant's Annual Report on Form 10-K for the fiscal year ended March 2, 1997,
have been  incorporated by reference in the  registration  statement in reliance
upon  the  report  of  KPMG  Peat  Marwick  LLP,  independent  certified  public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick
LLP audits and  reports on  financial  statements  of the  Registrant  issued at
future dates,  and consents to the use of their report  thereon,  such financial
statements also will be incorporated by reference in the registration  statement
in reliance upon their report and said authority.

Item 4.        Description of Securities.
               -------------------------

     Not applicable.

Item 5.        Interests of Named Experts and Counsel.
               --------------------------------------

     Not applicable.
                                      II-1
Item 6.        Indemnification of Directors and Officers.
               -----------------------------------------

     Sections  1741-1750 of the  Pennsylvania  Business  Corporation Law of 1988
("BCL") provides the Company has the power to indemnify any person acting in his
or her capacity as a  representative  of the Company who was or is a party or is
threatened  to be made a party to any  action or  proceeding  against  expenses,
judgments,  penalties,  fines and amounts paid in settlement in connection  with
such  action or  proceeding  subject to the  conditions  set forth  therein.  As
permitted  by  BCL  Section  1746,  the  By-Laws  of  the  Company  provide  for
indemnification  of its officers and  directors  against  liability and expenses
incurred in the defense of any action,  suit or proceeding in which they, or any
of them,  are a party by reason of being or having been directors or officers of
the Company, except where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted  willful misconduct
or  recklessness.  The  Company  maintains  directors  and  officers'  liability
insurance to insure against  certain  liabilities  incurred in their capacity as
such.

Item 7.        Exemption from Registration Claimed.
               -----------------------------------

     Not applicable.

Item 8.        Exhibits.
               --------

     The following Exhibits are filed as part of this Registration Statement:

     5.1       Opinion of Morgan, Lewis & Bockius LLP

     10.7      SI Handling Systems, Inc. 1997 Equity Compensation Plan

     23.1      Consent of KPMG Peat Marwick LLP

     23.2      Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1)

     24.1      Power of Attorney (contained on signature page of this 
               Registration Statement)

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;

                                      II-2
(iii)     To include any material information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement; provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or 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.

     (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 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  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.

                                      II-3
SIGNATURES AND POWER OF ATTORNEY

         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 Easton, Pennsylvania on September 25, 1997.

                                    SI HANDLING SYSTEMS, INC.

                                    By:     /s/ Leonard S. Yurkovic
                                           ------------------------------------ 
                                           Leonard S. Yurkovic
                                           President and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Leonard S. Yurkovic and Barry V. Mack,
his  true  and  lawful   attorneys-in-fact   and  agents,  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  to this  Registration
Statement,  and to file the same,  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 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 below by the  following  persons in the
capacities and on the dates indicated.

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

/s/ Leonard S. Yurkovic            Director; President and    September 25, 1997
--------------------------------   Chief Executive Officer
Leonard S. Yurkovic                    

/s/ Edward J. Fahey                Director;                  September 25, 1997
--------------------------------   Chairman of the Board
Edward J. Fahey                        

/s/ Barry V. Mack                  Vice President - Finance   September 25, 1997
--------------------------------   (Principal Financial and
Barry V. Mack                      Accounting Officer)

/s/ L. Jack Bradt                  Director                   September 25, 1997
--------------------------------
L. Jack Bradt

/s/ Elmer D. Gates                 Director                   September 25, 1997
--------------------------------
Elmer D. Gates

/s/ Michael J. Gausling            Director                   September 25, 1997
--------------------------------
Michael J. Gausling

                                      II-4
SI HANDLING SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX

Exhibit No.
----------

5.1      Opinion of Morgan, Lewis & Bockius LLP

10.7     SI Handling Systems, Inc. 1997 Equity Compensation Plan

23.1     Consent of KPMG Peat Marwick LLP

23.2     Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1)

24.1     Power of Attorney (contained on signature page of this Registration
         Statement)

                                      II-5