Registration No. 333 -

              As filed with the Securities and Exchange Commission
                                on April 15, 1999


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


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


                                  NORTEK, INC.
               (Exact name of issuer as specified in its charter)

                    Delaware                    05-0314991
           (State or other jurisdiction of     (I.R.S. Employer
           incorporation or organization)      Identification No.)

                50 Kennedy Plaza, Providence, Rhode Island 02903
               (Address of Principal Executive Offices) (Zip Code)

                NORTEK, INC. 1998 EQUITY AND CASH INCENTIVE PLAN
                            (Full title of the plan)

                                          Copy to
     Richard L. Bready, Chairman          Kevin W. Donnelly, Esq.
     Nortek, Inc., 50 Kennedy Plaza       Nortek, Inc., 50 Kennedy Plaza
     Providence, Rhode Island 02903       Providence, Rhode Island 02903

                     (Name and address of agent for service)

                                 (401) 751-1600 
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

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

                                                   Proposed       
Title of                           Proposed        Maximum        
Securities                         Maximum         Aggregate      Amount of
to be             Amount to be     Offering Price  Offering       Registration
Registered        Registered (1)   Per Share(2)    Price(2)       Fee

--------------------------------------------------------------------------------
Common Stock, Par
Value $1.00 Per     475,000        $25.09          $11,643,471    $3,237(2)
Share (1)
--------------------------------------------------------------------------------


(1) Persons eligible to receive awards under the Plan being registered hereunder
(the "Plan") may receive shares of or may receive  options to purchase shares of
Special  Common Stock,  par value $1.00 per share,  which are  convertible  into
Common  Stock.  No more than 475,000  shares of Common Stock and Special  Common
Stock in the aggregate may be issued. There is also registered hereunder 475,000
attached  Rights  to  purchase  one   one-hundredth  of  a  share  of  Series  A
Participating Preference Stock of the Company.

(2)  Outstanding  options on the date  hereof have a weighted  average  exercise
price of $24.4616 and a maximum  aggregate  offering price of  $10,682,380.  The
registration  fee  payable  with  respect to such  options is $2,970.  There are
38,300 shares available for grant under the Plan, at exercise prices still to be
determined. For the purpose of determining the registration fee, the maximum per
share and  aggregate  offering  prices  have been  determined,  pursuant to Rule
457(h) of the Securities Act of 1933, as amended, on the basis of the average of
the high and low  prices of the  Common  Stock  reported  on the New York  Stock
Exchange on April 9, 1999. The  registration  fee for the shares not yet subject
to outstanding options is $267. The total registration fee payable in respect of
the shares being registered hereunder is $3,237.


                            Exhibit Index on Page 7.


<PAGE>






                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Nortek, Inc. (the "Company") hereby incorporates the following documents
     by reference:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     31,  1998  filed  with  the   Securities  and  Exchange   Commission   (the
     "Commission") on March 30, 1999.

(b)  The  Company's  Current  Reports on Form 8-K filed with the  Commission  on
     January 11, 1999, March 10, 1999 and April 8, 1999.

(c)  All other  reports  filed by the Company  with the  Commission  pursuant to
     Section 13(a) or Section 15(d) of the Securities  Exchange Act of 1934 (the
     "Exchange  Act") since the end of the fiscal year covered by the  Company's
     Annual Report referred to above.

     The description of the Company's Common Stock contained in its registration
statement  on Form 8-A  filed  with the  Commission  on April  23,  1981 and the
description of the Company's  Special Common Stock contained in its registration
statement on Form 8-A filed with the Commission on November 25, 1986.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities  Exchange Act of 1934,
as  amended  (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  remaining  unsold,  shall be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The validity of the shares of Common  Stock (and the  attached  Rights) and
Special  Common Stock offered  hereby is being passed upon by Kevin W. Donnelly,
Vice President,  General Counsel and Secretary of the Company. Mr. Donnelly owns
21,007 shares of Common Stock  (including  13,914 shares  subject to exercisable
options) and 10 shares of Special Common Stock.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General  Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding whether civil,  criminal or investigative (other than an action by or
in the  right of the  corporation)  by  reason  of the fact  that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful.  Section  145 further
provides that a corporation  similarly may indemnify any such person  serving in
any such  capacity who was or is a party or is  threatened to be made a party to
any  threatened,  pending or completed  action or suit by or in the right of the
corporation to procure a judgment in its favor,  against  expenses  actually and
reasonably  incurred in connection with the defense or settlement of such action

                                      -2-

<PAGE>

or suit if he acted in good faith in a manner he reasonably believed to be in or
not  opposed  to the  best  interests  of the  corporation  and  except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent that the Delaware  Court of Chancery or such other
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Section  102(b)(7)  of the DGCL  permits a  corporation  to  include in its
certificate of  incorporation  a provision  eliminating or limiting the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) under  Section 174 of the DGCL  (relating  to
unlawful  payment of dividends and unlawful  stock  purchase and  redemption) or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

     The  Company's  Certificate  of  Incorporation  provides that its directors
shall not be liable to the Company or its  stockholders for monetary damages for
breach of  fiduciary  duty as a director  except to the extent that  exculpation
from  liabilities is not permitted  under the DGCL as in effect at the time such
liability is determined.  The Company's  By-Laws further provide that Registrant
shall  indemnify its directors and officers to the fullest  extent  permitted by
the DGCL.

     The directors and officers of the Company are covered under  directors' and
officers' liability insurance policies maintained by the Company.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

     Exhibits marked with an asterisk are filed  herewith.  The remainder of the
exhibits have  heretofore  been filed with the Commission  and are  incorporated
herein by reference:

Exhibit Number

4.1  Nortek, Inc. 1998 Equity and Cash Incentive Plan (Exhibit 10.1 to Form 10-Q
     filed August 18, 1998, File No. 1-6112).

4.2  Indenture  dated as of  February  14,  1994  between  the Company and State
     Street Bank and Trust  Company,  as Trustee,  relating to the 9 7/8% Senior
     Subordinated  Notes due March 1, 2004 (Exhibit 4.5 to Form 10-K filed March
     25, 1994, File No. 1-6112).

4.3  Indenture  dated as of March 17, 1997  between the Company and State Street
     Bank and Trust  Company,  as  Trustee  relating  to the 9.25%  Series A and
     Series B Senior  Notes due  March 15,  2007  (Exhibit  4.2 to  Registration
     Statement No. 333-25505 filed April 18, 1997).

4.4  Indenture  dated as of August 26, 1997 between the Company and State Street
     Bank and Trust  Company,  as Trustee  relating to the 9.125% Series A and B
     Senior Notes due September 1,2007.  (Exhibit 4.1 to Registration  Statement
     No. 333-36711 filed September 30, 1997).

                                      -3-

<PAGE>

4.5  Indenture  dated as of July 31, 1998  between the Company and State  Street
     Bank and Trust  Company,  as Trustee  relating to the 8.875% Series A and B
     Senior Notes due August 1, 2008 (Exhibit 4.1 to Registration Statement No.
     333-64731 filed September 30, 1998).

4.6  Second  Amended and  Restated  Rights  Agreement  dated as of April 1, 1996
     between  the Company and State  Street  Bank and Trust  Company,  as Rights
     Agent (Exhibit 1 to Form 8-K filed April 2, 1996).

*5.   Opinion of Kevin W. Donnelly, Esq..

*23.1 Consent of Kevin W. Donnelly, Esq. (contained in Exhibit 5).

*23.2 Consent of Arthur Andersen LLP.

24. Power of Attorney (see page 9 of the Registration Statement).

*99.1 Form of Stock Option Certificate.

Item 9. Undertakings

(a) The Company 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 Act,

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement,

     (iii)to  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
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
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

     (2)  that,  for the purposes of  determining  any liability  under the Act,
          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  Company hereby undertakes that, for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

                                      -4-

<PAGE>

(c) Insofar as  indemnification  for  liabilities  arising  under the Act may be
permitted to directors,  officers,  and  controlling  persons of the  registrant
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the  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  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company 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 Company 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.

                                      -5-

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Providence,  Rhode Island on this 15th day of April,
1999.

                                  NORTEK, INC.


                                   By: /s/ Richard L. Bready        
                                       Richard L. Bready
                                       Chairman of the Board

     We, the undersigned officers and directors of the Company, hereby severally
constitute  and  appoint  Richard  L.  Bready,  Richard  J.  Harris and Kevin W.
Donnelly,  and each of them singly, our true and lawful attorneys or attorney to
execute in our names, in the capacities  indicated below, any and all amendments
to this  registration  statement on Form S-8, and all  instruments  necessary or
incidental in connection  therewith,  and to file the same with the  Commission.
Each of said  attorneys  shall have power to act  hereunder  with or without any
other  of said  attorneys,  and  shall  have  full  power  of  substitution  and
resubstitution. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of each of the undersigned, in any and all
capacities,  every  act  whatsoever  requisite  or  necessary  to be done in the
premises,  as fully and to all intents and  purposes as each of the  undersigned
might or could do in person,  and each of the  undersigned  hereby  ratifies and
approves the acts of said attorneys and each of them.

     Pursuant to the  requirements of the Act, this  registration  statement has
been signed below by the  following  persons in the  capacities  and on the date
indicated.

      Name                         Title                          Date

/s/ Richard L. Bready       Chairman of the Board of         April 15, 1999
------------------------
Richard L. Bready           Directors and President
                              (Principal Executive
                                    Officer)

/s/Richard J. Harris        Vice President and               April 15, 1999
------------------------
Richard J. Harris           Treasurer (Principal
                             Financial Officer) and
                            Director

/s/ Almon C. Hall           Vice President and               April 15, 1999
------------------------
Almon C. Hall               Controller (Principal
                               Accounting Officer)

/s/ Phillip L. Cohen        Director                         April 14, 1999
------------------------
Phillip L. Cohen

/s/ William I. Kelly        Director                         April 14, 1999
------------------------
William I. Kelly

/s/ J. Peter Lyons          Director                         April 15, 1999
------------------------
J. Peter Lyons

                                      -6-

<PAGE>


                                       EXHIBIT INDEX

     Exhibits marked with an asterisk are filed  herewith.  The remainder of the
exhibits have  heretofore  been filed with the Commission  and are  incorporated
herein by reference:

Exhibit Number

4.1  Nortek, Inc. 1998 Equity and Cash Incentive Plan (Exhibit 10.1 to Form 10-Q
     filed August 18, 1998, File No. 1-6112).

4.2  Indenture  dated as of  February  14,  1994  between  the Company and State
     Street Bank and Trust  Company,  as Trustee,  relating to the 9 7/8% Senior
     Subordinated Notes due 2004 (Exhibit 4.5 to Form 10-K filed March 25, 1994,
     File No. 1-6112).

4.3  Indenture  dated as of March 17, 1997  between the Company and State Street
     Bank and Trust  Company,  as  Trustee  relating  to the 9.25%  Series A and
     Series B Senior  Notes due  March 15,  2007  (Exhibit  4.2 to  Registration
     Statement No. 333-25505 filed April 18, 1997).

4.4  Indenture  dated as of August 26, 1997 between the Company and State Street
     Bank and Trust  Company,  as Trustee  relating to the 9.125% Series A and B
     Senior Notes due September 1, 2007. (Exhibit 4.1 to Registration  Statement
     No. 333-36711 filed September 30, 1997).

4.5  Indenture  dated as of July 31, 1998  between the Company and State  Street
     Bank and Trust  Company,  as Trustee  relating to the 8.875% Series A and B
     Senior Notes due August 1, 2008 (Exhibit 4.1 to Registration  Statement No.
     333-64731 filed September 30, 1998).

4.6  Second  Amended and  Restated  Rights  Agreement  dated as of April 1, 1996
     between  the Company and State  Street  Bank and Trust  Company,  as Rights
     Agent (Exhibit 1 to Form 8-K filed April 2, 1996).

*5   Opinion of Kevin W. Donnelly, Esq.

*23.1 Consent of Kevin W. Donnelly, Esq. (contained in Exhibit 5).

*23.2 Consent of Arthur Andersen LLP.

24    Power of Attorney (see page 9 of the Registration Statement).

*99.1  Form of Stock Option Certificate.

                                      -7-

<PAGE>
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Registration No. 333 -

              As filed with the Securities and Exchange Commission
                                on April 15, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

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

                                  NORTEK, INC.
               (Exact name of issuer as specified in its charter)

                    Delaware                    05-0314991
           (State or other jurisdiction of     (I.R.S. Employer
           incorporation or organization)      Identification No.)

                50 Kennedy Plaza, Providence, Rhode Island 02903
               (Address of Principal Executive Offices) (Zip Code)

                NORTEK, INC. 1998 EQUITY AND CASH INCENTIVE PLAN
                            (Full title of the plan)

                                          Copy to
     Richard L. Bready, Chairman          Kevin W. Donnelly, Esq.
     Nortek, Inc., 50 Kennedy Plaza       Nortek, Inc., 50 Kennedy Plaza
     Providence, Rhode Island 02903       Providence, Rhode Island 02903

                     (Name and address of agent for service)

                                 (401) 751-1600 
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

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

                                                   Proposed       
Title of                           Proposed        Maximum        
Securities                         Maximum         Aggregate      Amount of
to be             Amount to be     Offering Price  Offering       Registration
Registered        Registered (1)   Per Share(2)    Price(2)       Fee

--------------------------------------------------------------------------------
Common Stock, Par
Value $1.00 Per     475,000        $25.09          $11,643,471    $3,237(2)
Share (1)
--------------------------------------------------------------------------------

(1) Persons eligible to receive awards under the Plan being registered hereunder
(the "Plan") may receive shares of or may receive  options to purchase shares of
Special  Common Stock,  par value $1.00 per share,  which are  convertible  into
Common  Stock.  No more than 475,000  shares of Common Stock and Special  Common
Stock in the aggregate may be issued. There is also registered hereunder 475,000
attached  Rights  to  purchase  one   one-hundredth  of  a  share  of  Series  A
Participating Preference Stock of the Company.

(2)  Outstanding  options on the date  hereof have a weighted  average  exercise
price of $24.4616 and a maximum  aggregate  offering price of  $10,682,380.  The
registration  fee  payable  with  respect to such  options is $2,970.  There are
38,300 shares available for grant under the Plan, at exercise prices still to be
determined. For the purpose of determining the registration fee, the maximum per
share and  aggregate  offering  prices  have been  determined,  pursuant to Rule
457(h) of the Securities Act of 1933, as amended, on the basis of the average of
the high and low  prices of the  Common  Stock  reported  on the New York  Stock
Exchange on April 9, 1999. The  registration  fee for the shares not yet subject
to outstanding options is $267. The total registration fee payable in respect of
the shares being registered hereunder is $3,237.

                            Exhibit Index on Page 7.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Nortek, Inc. (the "Company") hereby incorporates the following documents
     by reference:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     31,  1998  filed  with  the   Securities  and  Exchange   Commission   (the
     "Commission") on March 30, 1999.

(b)  The  Company's  Current  Reports on Form 8-K filed with the  Commission  on
     January 11, 1999, March 10, 1999 and April 8, 1999.

(c)  All other  reports  filed by the Company  with the  Commission  pursuant to
     Section 13(a) or Section 15(d) of the Securities  Exchange Act of 1934 (the
     "Exchange  Act") since the end of the fiscal year covered by the  Company's
     Annual Report referred to above.

     The description of the Company's Common Stock contained in its registration
statement  on Form 8-A  filed  with the  Commission  on April  23,  1981 and the
description of the Company's  Special Common Stock contained in its registration
statement on Form 8-A filed with the Commission on November 25, 1986.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities  Exchange Act of 1934,
as  amended  (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  remaining  unsold,  shall be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The validity of the shares of Common  Stock (and the  attached  Rights) and
Special  Common Stock offered  hereby is being passed upon by Kevin W. Donnelly,
Vice President,  General Counsel and Secretary of the Company. Mr. Donnelly owns
21,007 shares of Common Stock  (including  13,914 shares  subject to exercisable
options) and 10 shares of Special Common Stock.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General  Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding whether civil,  criminal or investigative (other than an action by or
in the  right of the  corporation)  by  reason  of the fact  that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful.  Section  145 further
provides that a corporation  similarly may indemnify any such person  serving in
any such  capacity who was or is a party or is  threatened to be made a party to
any  threatened,  pending or completed  action or suit by or in the right of the
corporation to procure a judgment in its favor,  against  expenses  actually and
reasonably  incurred in connection with the defense or settlement of such action

                                      -2-
or suit if he acted in good faith in a manner he reasonably believed to be in or
not  opposed  to the  best  interests  of the  corporation  and  except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent that the Delaware  Court of Chancery or such other
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Section  102(b)(7)  of the DGCL  permits a  corporation  to  include in its
certificate of  incorporation  a provision  eliminating or limiting the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) under  Section 174 of the DGCL  (relating  to
unlawful  payment of dividends and unlawful  stock  purchase and  redemption) or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

     The  Company's  Certificate  of  Incorporation  provides that its directors
shall not be liable to the Company or its  stockholders for monetary damages for
breach of  fiduciary  duty as a director  except to the extent that  exculpation
from  liabilities is not permitted  under the DGCL as in effect at the time such
liability is determined.  The Company's  By-Laws further provide that Registrant
shall  indemnify its directors and officers to the fullest  extent  permitted by
the DGCL.

     The directors and officers of the Company are covered under  directors' and
officers' liability insurance policies maintained by the Company.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

     Exhibits marked with an asterisk are filed  herewith.  The remainder of the
exhibits have  heretofore  been filed with the Commission  and are  incorporated
herein by reference:

Exhibit Number

4.1  Nortek, Inc. 1998 Equity and Cash Incentive Plan (Exhibit 10.1 to Form 10-Q
     filed August 18, 1998, File No. 1-6112).

4.2  Indenture  dated as of  February  14,  1994  between  the Company and State
     Street Bank and Trust  Company,  as Trustee,  relating to the 9 7/8% Senior
     Subordinated  Notes due March 1, 2004 (Exhibit 4.5 to Form 10-K filed March
     25, 1994, File No. 1-6112).

4.3  Indenture  dated as of March 17, 1997  between the Company and State Street
     Bank and Trust  Company,  as  Trustee  relating  to the 9.25%  Series A and
     Series B Senior  Notes due  March 15,  2007  (Exhibit  4.2 to  Registration
     Statement No. 333-25505 filed April 18, 1997).

4.4  Indenture  dated as of August 26, 1997 between the Company and State Street
     Bank and Trust  Company,  as Trustee  relating to the 9.125% Series A and B
     Senior Notes due September 1,2007.  (Exhibit 4.1 to Registration  Statement
     No. 333-36711 filed September 30, 1997).

                                      -3-
4.5  Indenture  dated as of July 31, 1998  between the Company and State  Street
     Bank and Trust  Company,  as Trustee  relating to the 8.875% Series A and B
     Senior Notes due August 1, 2008 (Exhibit 4.1 to Registration Statement No.
     333-64731 filed September 30, 1998).

4.6  Second  Amended and  Restated  Rights  Agreement  dated as of April 1, 1996
     between  the Company and State  Street  Bank and Trust  Company,  as Rights
     Agent (Exhibit 1 to Form 8-K filed April 2, 1996).

*5.   Opinion of Kevin W. Donnelly, Esq..

*23.1 Consent of Kevin W. Donnelly, Esq. (contained in Exhibit 5).

*23.2 Consent of Arthur Andersen LLP.

24. Power of Attorney (see page 9 of the Registration Statement).

*99.1 Form of Stock Option Certificate.

Item 9. Undertakings

(a) The Company 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 Act,

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement,

     (iii)to  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
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
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

     (2)  that,  for the purposes of  determining  any liability  under the Act,
          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  Company hereby undertakes that, for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

                                      -4-
(c) Insofar as  indemnification  for  liabilities  arising  under the Act may be
permitted to directors,  officers,  and  controlling  persons of the  registrant
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the  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  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company 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 Company 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.

                                      -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Providence,  Rhode Island on this 15th day of April,
1999.

                                  NORTEK, INC.

                                   By: /s/ Richard L. Bready        
                                       Richard L. Bready
                                       Chairman of the Board

     We, the undersigned officers and directors of the Company, hereby severally
constitute  and  appoint  Richard  L.  Bready,  Richard  J.  Harris and Kevin W.
Donnelly,  and each of them singly, our true and lawful attorneys or attorney to
execute in our names, in the capacities  indicated below, any and all amendments
to this  registration  statement on Form S-8, and all  instruments  necessary or
incidental in connection  therewith,  and to file the same with the  Commission.
Each of said  attorneys  shall have power to act  hereunder  with or without any
other  of said  attorneys,  and  shall  have  full  power  of  substitution  and
resubstitution. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of each of the undersigned, in any and all
capacities,  every  act  whatsoever  requisite  or  necessary  to be done in the
premises,  as fully and to all intents and  purposes as each of the  undersigned
might or could do in person,  and each of the  undersigned  hereby  ratifies and
approves the acts of said attorneys and each of them.

     Pursuant to the  requirements of the Act, this  registration  statement has
been signed below by the  following  persons in the  capacities  and on the date
indicated.

      Name                         Title                          Date

/s/ Richard L. Bready       Chairman of the Board of         April 15, 1999
------------------------
Richard L. Bready           Directors and President
                              (Principal Executive
                                    Officer)

/s/Richard J. Harris        Vice President and               April 15, 1999
------------------------
Richard J. Harris           Treasurer (Principal
                             Financial Officer) and
                            Director

/s/ Almon C. Hall           Vice President and               April 15, 1999
------------------------
Almon C. Hall               Controller (Principal
                               Accounting Officer)

/s/ Phillip L. Cohen        Director                         April 14, 1999
------------------------
Phillip L. Cohen

/s/ William I. Kelly        Director                         April 14, 1999
------------------------
William I. Kelly

/s/ J. Peter Lyons          Director                         April 15, 1999
------------------------
J. Peter Lyons

                                      -6-
EXHIBIT INDEX

     Exhibits marked with an asterisk are filed  herewith.  The remainder of the
exhibits have  heretofore  been filed with the Commission  and are  incorporated
herein by reference:

Exhibit Number

4.1  Nortek, Inc. 1998 Equity and Cash Incentive Plan (Exhibit 10.1 to Form 10-Q
     filed August 18, 1998, File No. 1-6112).

4.2  Indenture  dated as of  February  14,  1994  between  the Company and State
     Street Bank and Trust  Company,  as Trustee,  relating to the 9 7/8% Senior
     Subordinated Notes due 2004 (Exhibit 4.5 to Form 10-K filed March 25, 1994,
     File No. 1-6112).

4.3  Indenture  dated as of March 17, 1997  between the Company and State Street
     Bank and Trust  Company,  as  Trustee  relating  to the 9.25%  Series A and
     Series B Senior  Notes due  March 15,  2007  (Exhibit  4.2 to  Registration
     Statement No. 333-25505 filed April 18, 1997).

4.4  Indenture  dated as of August 26, 1997 between the Company and State Street
     Bank and Trust  Company,  as Trustee  relating to the 9.125% Series A and B
     Senior Notes due September 1, 2007. (Exhibit 4.1 to Registration  Statement
     No. 333-36711 filed September 30, 1997).

4.5  Indenture  dated as of July 31, 1998  between the Company and State  Street
     Bank and Trust  Company,  as Trustee  relating to the 8.875% Series A and B
     Senior Notes due August 1, 2008 (Exhibit 4.1 to Registration  Statement No.
     333-64731 filed September 30, 1998).

4.6  Second  Amended and  Restated  Rights  Agreement  dated as of April 1, 1996
     between  the Company and State  Street  Bank and Trust  Company,  as Rights
     Agent (Exhibit 1 to Form 8-K filed April 2, 1996).

*5   Opinion of Kevin W. Donnelly, Esq.

*23.1 Consent of Kevin W. Donnelly, Esq. (contained in Exhibit 5).

*23.2 Consent of Arthur Andersen LLP.

24    Power of Attorney (see page 9 of the Registration Statement).

*99.1  Form of Stock Option Certificate.

                                      -7-