<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 2008

                                                     REGISTRATION NO. 333-
==========================================================================

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                _____________________________________________

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

                            ZOLTEK COMPANIES, INC.
            (Exact name of registrant as specified in its charter)

     MISSOURI                   3101 MCKELVEY ROAD                43-1311101
(State or other              ST. LOUIS, MISSOURI 63044        (I.R.S. Employer
jurisdiction of              TELEPHONE:  (314) 291-5110      Identification No.)
 incorporation              FACSIMILE:  (314) 291-8536
or organization)
                     (Address of Principal Executive Offices)

                            ZOLTEK COMPANIES, INC.
                         2008 DIRECTOR INCENTIVE PLAN
                           (Full title of the plan)

                                  ZSOLT RUMY
               CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                            ZOLTEK COMPANIES, INC.
                              3101 MCKELVEY ROAD
                        ST. LOUIS, MISSOURI 63044-3406
                          TELEPHONE:  (314) 291-5110
                          FACSIMILE:  (314) 291-8536
                    (Name, address and telephone numbers,
                  including area code, of agent for service)

                                   Copy to:
                             THOMAS A. LITZ, ESQ.
                         ANDREW J. KLINGHAMMER, ESQ.
                             THOMPSON COBURN LLP
                              ONE US BANK PLAZA
                          ST. LOUIS, MISSOURI  63101
                          TELEPHONE:  (314) 552-6000
                          FACSIMILE:  (314) 552-7000

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.  (Check one):

     Large accelerated filer /X/     Accelerated filer / /

     Non-accelerated filer / /       Smaller reporting company / /

<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
==============================================================================================================

   TITLE OF EACH CLASS OF         AMOUNT TO BE         PROPOSED       PROPOSED MAXIMUM           AMOUNT OF
SECURITIES TO BE REGISTERED        REGISTERED          MAXIMUM       AGGREGATE OFFERING      REGISTRATION FEE
                                                    OFFERING PRICE        PRICE (2)
                                                      PER SHARE(2)
--------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>             <C>                     <C>
Zoltek Companies, Inc. Common
Stock, $0.01 par value             500,000(1)          $25.26          $12,630,000              $496.36
==============================================================================================================

<FN>
(1)     Pursuant to Rule 416(a), this registration statement also covers
        any additional securities that may be offered or issued in
        connection with any stock split, stock dividend or similar
        transaction.

(2)     Estimated solely for the purposes of computing the Registration
        Fee pursuant to the provisions of Rule 457(c) and (h), based upon
        the average of the high and low sale prices of common stock, $0.01
        par value, of the Registrant as reported on the Nasdaq Global
        Market on February 20, 2008.
</TABLE>
===============================================================================


<PAGE>
<PAGE>
     The undersigned registrant, Zoltek Companies, Inc. (the
"Registrant"), hereby files this Registration Statement on Form S-8
(this "Registration Statement") to register five hundred thousand
(500,000) shares of the Registrant's common stock, $0.01 par value
("Common Stock"), for sale to participants under the Zoltek Companies,
Inc. 2008 Director Incentive Plan (the "Plan").

                         PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents field with the Commission by the Registrant
are incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended September
          30, 2007;

     (b)  Quarterly Report on Form 10-Q for the period ended December 31,
          2007;

     (c)  Current Reports on Form 8-K dated December 14, 2007 and
          February 12, 2008;

     (d)  All other reports filed by the Registrant pursuant to Sections
          13(c) or 14 of the Securities Exchange Act of 1934, as amended
          (the "Exchange Act"), since the end of the fiscal year ended
          September 30, 2007; and

     (e)  The "Description of Capital Stock" contained in the Registrant's
          Registration Statement on Form S-3 (Reg. No. 333-143996), and any
          amendments or reports filed for the purpose of updating such
          description.

     All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Registration
Statement and to be a part hereof from the date of filing of such
documents.

     Any statement, including financial statements, contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
or therein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement


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

     The class of securities to be offered is registered under Section
12 of the Exchange Act.


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

     Not applicable.

<PAGE>
<PAGE>

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

     Sections 351.355(1) and (2) of the General Business Corporation Law
of the State of Missouri 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 by reason of
the fact that such person 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 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, judgments, fines and
amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding if such person acted in
good faith and in a manner such person 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
such conduct was unlawful, except that, in the case of an action or suit
by or in the right of the corporation, the corporation may not indemnify
such person against judgments and fines and no person shall be
indemnified as to any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation, unless and only to the
extent that the court in which the action or suit was brought determines
upon application that such person is fairly and reasonably entitled to
indemnity for proper expenses. Missouri law also provides that, to the
extent that a director, officer, employee or agent of the corporation
has been successful in the defense of any such action, suit or
proceeding or any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and
reasonably incurred in connection with such action, suit or proceeding.

     Under Missouri law, a corporation may also provide additional
indemnification to any person indemnifiable under subsection (1) or (2)
above, provided such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto, or is
authorized, directed, or provided for in any bylaw or agreement of the
corporation which has been adopted by a vote of the shareholders of the
corporation, and provided further that no person shall thereby be
indemnified against conduct which was finally adjudged to have been
knowingly fraudulent, deliberately  dishonest or willful misconduct.

     Missouri law also provides that expenses incurred in defending an
action, suit or proceeding may be paid by the corporation in advance of
the final disposition of the action, suit or proceeding as authorized by
the Board of Directors upon receipt of an undertaking from the party
being indemnified to repay the amount advanced unless it is ultimately
determined he or she is entitled to indemnification.

     Additionally, Missouri law allows a corporation to eliminate or
limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a
director except for: (a) any breach of the director's duty of loyalty to
the corporation or its shareholders; (b) acts or omissions not in
subjective good faith or which involve intentional misconduct or a
knowing violation of law; (c) declaration and payment of illegal
dividends; or (d) any transaction from which the director derived an
improper personal benefit, if the corporation has a provision describing
such limitation or elimination of the personal liability of its
directors in its articles of incorporation.

     The Registrant's Restated Articles of Incorporation, as amended,
provide that the Registrant will indemnify any person who is or was a
director or executive officer of the Registrant or any subsidiary
against expenses, judgments, fines and amounts paid in settlement in
connection with a civil, criminal, administrative or investigative
action, suit, proceeding or claim by reason of the fact he or she was


<PAGE>
<PAGE>
serving in that capacity.  However, no person will be entitled to any
indemnification on account of (a) conduct which is finally adjudged to
have been knowingly fraudulent or deliberately dishonest or to have
constituted willful misconduct, or (b) an accounting for profits
pursuant to Section 16(b) of the Securities Exchange Act of 1934, as
amended.

     The Registrant's Articles of Incorporation, as amended, also
provide that the Registrant may, as determined by the Board of Directors
or as set forth in the Registrant's by-laws, indemnify any person who is
or was a non-executive officer, employee or agent of the Registrant or
any subsidiary, or who was serving at the request of the Registrant as a
director, officer, employee or agent of another entity (including an
employee benefit plan), against expenses, judgments, fines and amounts
paid in settlement incurred in connection with any civil, criminal,
administrative or investigative action, suit, proceeding or claim
(including an action by or in the right of the Registrant or a
subsidiary) by reason of the fact he or she was serving in that
capacity.  However, no person will be entitled to indemnification on
account of (a) conduct which is finally adjudged to have been knowingly
fraudulent or deliberately dishonest or to have constituted willful
misconduct, or (b) an accounting for profits pursuant to Section 16(b)
of the Exchange Act.

     The Registrant's Articles of Incorporation, as amended, also
provide that the Registrant may, to the extent determined by the Board
of Directors, make advances of expenses, including attorneys' fees,
incurred prior to the final disposition of a action, suit, proceeding or
claim (including an action by or in the right of the Registrant or a
subsidiary) to any person entitled to indemnification.  Prior to making
any advances, the Registrant must receive a written undertaking by the
person receiving the advance to repay the amounts advanced if it is
ultimately determined that the person was not entitled to
indemnification.  The indemnification provisions contained in the
Registrant's Restated Articles of Incorporation, as amended, are not
exclusive of any other rights to which a person to whom indemnification
may be available may be entitled.


Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not applicable.


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

         See Exhibit Index.


Item 9.  Undertakings.
         ------------

        (a)     The undersigned registrant hereby undertakes:

                (1)     To file, during any period in which offers and 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

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

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

     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 with or
     furnished to the Commission by the registrant pursuant to Section 13 or
     Section 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 Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

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


<PAGE>
<PAGE>
                         SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act
     --------------
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the County of St.
Louis, State of Missouri, on February 22, 2008.

                              ZOLTEK COMPANIES, INC.



                              By  /s/ Zsolt Rumy
                                  ----------------------------------
                                      Zsolt Rumy
                                      Chairman of the Board,
                                      President and
                                      Chief Executive Officer

                         POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and
appoints Zsolt Rumy and Kevin Schott, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 with respect to the Zoltek Companies,
Inc. Long-Term Incentive Plan, and to file the same, with exhibits and
any and all other documents filed with respect thereto, with the
Securities and Exchange Commission (or any other governmental or
regulatory authority), granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in ratifying and
confirming all that said attorneys-in-fact and agents, or any of them,
or their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


SIGNATURE                           TITLE                    DATE
---------                           -----                    ----

/s/Zsolt Rumy            Chairman, President and Chief      February 22, 2008
---------------------    Executive Officer and Director
Zsolt Rumy               (Principal Executive Officer)


/s/ Kevin Schott            Chief Financial Officer         February 22, 2008
----------------------   (Principal Financial Officer)
Kevin Schott             (Principal Accounting Officer)


/s/ Linn H. Bealke              Director                    February 22, 2008
----------------------
Linn H. Bealke

<PAGE>
<PAGE>

/s/ James W. Betts              Director                    February 22, 2008
----------------------
James W. Betts


/s/ Charles A. Dill             Director                    February 22, 2008
----------------------
Charles A. Dill


/s/ George E. Husman            Director                    February 22, 2008
----------------------
George E. Husman


/s/ Michael D. Latta            Director                    February 22, 2008
----------------------
Michael D. Latta



<PAGE>
<PAGE>
                               EXHIBIT INDEX
                               -------------

EXHIBIT NO.
-----------

3.1   Restated Articles of Incorporation of the Registrant, filed as
      Exhibit 3.1 to the Registrant's Registration Statement on Form S-3
      (Reg. No. 333-143996) and incorporated herein by reference.

3.2   Certificate of Amendment of Restated Articles of Incorporation of
      the Registrant dated February 15, 1996, filed as Exhibit 3.2 to
      the Registrant's Registration Statement on Form S-3 (Reg. No. 333-
      143996) and incorporated herein by reference.

3.3   Certificate of Amendment of Restated Articles of Incorporation of
      the Registrant dated February 7, 1997, filed as Exhibit 3.3 to the
      Registrant's Registration Statement on Form S-3 (Reg. No. 333-
      143996) and incorporated herein by reference.

3.4   Amended and Restated By-Laws of the Company, filed as Exhibit 3.4 to
      Registrant's Registration Statement on Form S-8 filed on February 22,
      2008, and incorporated herein by reference.

3.5   Form of certificate for Common Stock, filed as Exhibit 4.1 to
      Registrant's Registration Statement on Form S-1 (Reg. No. 33-
      51142) and incorporated herein by reference.

5.1*  Opinion re legality.

23.1* Consent of Counsel (included in Exhibit 5).

23.2* Consent of Independent Registered Public Accounting Firm.

23.3* Consent of Independent Registered Public Accounting Firm.

24.1* Power of Attorney (set forth on signature page hereto).

99.1  Zoltek Companies, Inc. 2008 Director Incentive Plan, filed as
      Appendix A to the Registrant's Proxy Statement on Schedule 14A
      filed by the Registrant on January 2, 2008 and incorporated herein
      by reference.


*Filed herewith.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 2008

                                                     REGISTRATION NO. 333-
==========================================================================

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                _____________________________________________

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

                            ZOLTEK COMPANIES, INC.
            (Exact name of registrant as specified in its charter)

     MISSOURI                   3101 MCKELVEY ROAD                43-1311101
(State or other              ST. LOUIS, MISSOURI 63044        (I.R.S. Employer
jurisdiction of              TELEPHONE:  (314) 291-5110      Identification No.)
 incorporation              FACSIMILE:  (314) 291-8536
or organization)
                     (Address of Principal Executive Offices)

                            ZOLTEK COMPANIES, INC.
                         2008 DIRECTOR INCENTIVE PLAN
                           (Full title of the plan)

                                  ZSOLT RUMY
               CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                            ZOLTEK COMPANIES, INC.
                              3101 MCKELVEY ROAD
                        ST. LOUIS, MISSOURI 63044-3406
                          TELEPHONE:  (314) 291-5110
                          FACSIMILE:  (314) 291-8536
                    (Name, address and telephone numbers,
                  including area code, of agent for service)

                                   Copy to:
                             THOMAS A. LITZ, ESQ.
                         ANDREW J. KLINGHAMMER, ESQ.
                             THOMPSON COBURN LLP
                              ONE US BANK PLAZA
                          ST. LOUIS, MISSOURI  63101
                          TELEPHONE:  (314) 552-6000
                          FACSIMILE:  (314) 552-7000

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.  (Check one):

     Large accelerated filer /X/     Accelerated filer / /

     Non-accelerated filer / /       Smaller reporting company / /
CALCULATION OF REGISTRATION FEE
==============================================================================================================

   TITLE OF EACH CLASS OF         AMOUNT TO BE         PROPOSED       PROPOSED MAXIMUM           AMOUNT OF
SECURITIES TO BE REGISTERED        REGISTERED          MAXIMUM       AGGREGATE OFFERING      REGISTRATION FEE
                                                    OFFERING PRICE        PRICE (2)
                                                      PER SHARE(2)
--------------------------------------------------------------------------------------------------------------
Zoltek Companies, Inc. Common
Stock, $0.01 par value             500,000(1)          $25.26          $12,630,000              $496.36
==============================================================================================================
(1)     Pursuant to Rule 416(a), this registration statement also covers
        any additional securities that may be offered or issued in
        connection with any stock split, stock dividend or similar
        transaction.

(2)     Estimated solely for the purposes of computing the Registration
        Fee pursuant to the provisions of Rule 457(c) and (h), based upon
        the average of the high and low sale prices of common stock, $0.01
        par value, of the Registrant as reported on the Nasdaq Global
        Market on February 20, 2008.
===============================================================================
The undersigned registrant, Zoltek Companies, Inc. (the
"Registrant"), hereby files this Registration Statement on Form S-8
(this "Registration Statement") to register five hundred thousand
(500,000) shares of the Registrant's common stock, $0.01 par value
("Common Stock"), for sale to participants under the Zoltek Companies,
Inc. 2008 Director Incentive Plan (the "Plan").

                         PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents field with the Commission by the Registrant
are incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended September
          30, 2007;

     (b)  Quarterly Report on Form 10-Q for the period ended December 31,
          2007;

     (c)  Current Reports on Form 8-K dated December 14, 2007 and
          February 12, 2008;

     (d)  All other reports filed by the Registrant pursuant to Sections
          13(c) or 14 of the Securities Exchange Act of 1934, as amended
          (the "Exchange Act"), since the end of the fiscal year ended
          September 30, 2007; and

     (e)  The "Description of Capital Stock" contained in the Registrant's
          Registration Statement on Form S-3 (Reg. No. 333-143996), and any
          amendments or reports filed for the purpose of updating such
          description.

     All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Registration
Statement and to be a part hereof from the date of filing of such
documents.

     Any statement, including financial statements, contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
or therein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement

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

     The class of securities to be offered is registered under Section
12 of the Exchange Act.

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

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

     Sections 351.355(1) and (2) of the General Business Corporation Law
of the State of Missouri 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 by reason of
the fact that such person 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 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, judgments, fines and
amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding if such person acted in
good faith and in a manner such person 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
such conduct was unlawful, except that, in the case of an action or suit
by or in the right of the corporation, the corporation may not indemnify
such person against judgments and fines and no person shall be
indemnified as to any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation, unless and only to the
extent that the court in which the action or suit was brought determines
upon application that such person is fairly and reasonably entitled to
indemnity for proper expenses. Missouri law also provides that, to the
extent that a director, officer, employee or agent of the corporation
has been successful in the defense of any such action, suit or
proceeding or any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and
reasonably incurred in connection with such action, suit or proceeding.

     Under Missouri law, a corporation may also provide additional
indemnification to any person indemnifiable under subsection (1) or (2)
above, provided such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto, or is
authorized, directed, or provided for in any bylaw or agreement of the
corporation which has been adopted by a vote of the shareholders of the
corporation, and provided further that no person shall thereby be
indemnified against conduct which was finally adjudged to have been
knowingly fraudulent, deliberately  dishonest or willful misconduct.

     Missouri law also provides that expenses incurred in defending an
action, suit or proceeding may be paid by the corporation in advance of
the final disposition of the action, suit or proceeding as authorized by
the Board of Directors upon receipt of an undertaking from the party
being indemnified to repay the amount advanced unless it is ultimately
determined he or she is entitled to indemnification.

     Additionally, Missouri law allows a corporation to eliminate or
limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a
director except for: (a) any breach of the director's duty of loyalty to
the corporation or its shareholders; (b) acts or omissions not in
subjective good faith or which involve intentional misconduct or a
knowing violation of law; (c) declaration and payment of illegal
dividends; or (d) any transaction from which the director derived an
improper personal benefit, if the corporation has a provision describing
such limitation or elimination of the personal liability of its
directors in its articles of incorporation.

     The Registrant's Restated Articles of Incorporation, as amended,
provide that the Registrant will indemnify any person who is or was a
director or executive officer of the Registrant or any subsidiary
against expenses, judgments, fines and amounts paid in settlement in
connection with a civil, criminal, administrative or investigative
action, suit, proceeding or claim by reason of the fact he or she was
serving in that capacity.  However, no person will be entitled to any
indemnification on account of (a) conduct which is finally adjudged to
have been knowingly fraudulent or deliberately dishonest or to have
constituted willful misconduct, or (b) an accounting for profits
pursuant to Section 16(b) of the Securities Exchange Act of 1934, as
amended.

     The Registrant's Articles of Incorporation, as amended, also
provide that the Registrant may, as determined by the Board of Directors
or as set forth in the Registrant's by-laws, indemnify any person who is
or was a non-executive officer, employee or agent of the Registrant or
any subsidiary, or who was serving at the request of the Registrant as a
director, officer, employee or agent of another entity (including an
employee benefit plan), against expenses, judgments, fines and amounts
paid in settlement incurred in connection with any civil, criminal,
administrative or investigative action, suit, proceeding or claim
(including an action by or in the right of the Registrant or a
subsidiary) by reason of the fact he or she was serving in that
capacity.  However, no person will be entitled to indemnification on
account of (a) conduct which is finally adjudged to have been knowingly
fraudulent or deliberately dishonest or to have constituted willful
misconduct, or (b) an accounting for profits pursuant to Section 16(b)
of the Exchange Act.

     The Registrant's Articles of Incorporation, as amended, also
provide that the Registrant may, to the extent determined by the Board
of Directors, make advances of expenses, including attorneys' fees,
incurred prior to the final disposition of a action, suit, proceeding or
claim (including an action by or in the right of the Registrant or a
subsidiary) to any person entitled to indemnification.  Prior to making
any advances, the Registrant must receive a written undertaking by the
person receiving the advance to repay the amounts advanced if it is
ultimately determined that the person was not entitled to
indemnification.  The indemnification provisions contained in the
Registrant's Restated Articles of Incorporation, as amended, are not
exclusive of any other rights to which a person to whom indemnification
may be available may be entitled.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not applicable.

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

         See Exhibit Index.

Item 9.  Undertakings.
         ------------

        (a)     The undersigned registrant hereby undertakes:

                (1)     To file, during any period in which offers and sales
        are being made, a post-effective amendment to this registration
        statement:

                        (i)     To include any prospectus required by Section
                                10(a)(3) of the Securities Act of 1933;

                       (ii)     To reflect in the prospectus any facts or
                                events arising after the effective date of the
                                registration statement (or the most recent post-
                                effective
amendment thereof), which, individually or
                                in the aggregate, represent a fundamental
                                change in the information set forth
                                in the registration statement.  Notwithstanding
                                the foregoing, any increase or decrease in the
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high and the estimated
                                maximum offering range may be reflected in the
                                form of prospectus filed with the SEC pursuant
                                to Rule 424(b) if, in the aggregate, the changes
                                in volume and price represent no more than a 20
                                percent change in the maximum aggregate offering
                                price set forth in the "Calculation of
                                Registration Fee" table in the effective
                                registration statement;

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

     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 with or
     furnished to the Commission by the registrant pursuant to Section 13 or
     Section 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 Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     (c)     Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant 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.
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act
     --------------
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the County of St.
Louis, State of Missouri, on February 22, 2008.

                              ZOLTEK COMPANIES, INC.

                              By  /s/ Zsolt Rumy
                                  ----------------------------------
                                      Zsolt Rumy
                                      Chairman of the Board,
                                      President and
                                      Chief Executive Officer

                         POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and
appoints Zsolt Rumy and Kevin Schott, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 with respect to the Zoltek Companies,
Inc. Long-Term Incentive Plan, and to file the same, with exhibits and
any and all other documents filed with respect thereto, with the
Securities and Exchange Commission (or any other governmental or
regulatory authority), granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in ratifying and
confirming all that said attorneys-in-fact and agents, or any of them,
or their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE                           TITLE                    DATE
---------                           -----                    ----

/s/Zsolt Rumy            Chairman, President and Chief      February 22, 2008
---------------------    Executive Officer and Director
Zsolt Rumy               (Principal Executive Officer)

/s/ Kevin Schott            Chief Financial Officer         February 22, 2008
----------------------   (Principal Financial Officer)
Kevin Schott             (Principal Accounting Officer)

/s/ Linn H. Bealke              Director                    February 22, 2008
----------------------
Linn H. Bealke
/s/ James W. Betts              Director                    February 22, 2008
----------------------
James W. Betts

/s/ Charles A. Dill             Director                    February 22, 2008
----------------------
Charles A. Dill

/s/ George E. Husman            Director                    February 22, 2008
----------------------
George E. Husman

/s/ Michael D. Latta            Director                    February 22, 2008
----------------------
Michael D. Latta
EXHIBIT INDEX
                               -------------

EXHIBIT NO.
-----------

3.1   Restated Articles of Incorporation of the Registrant, filed as
      Exhibit 3.1 to the Registrant's Registration Statement on Form S-3
      (Reg. No. 333-143996) and incorporated herein by reference.

3.2   Certificate of Amendment of Restated Articles of Incorporation of
      the Registrant dated February 15, 1996, filed as Exhibit 3.2 to
      the Registrant's Registration Statement on Form S-3 (Reg. No. 333-
      143996) and incorporated herein by reference.

3.3   Certificate of Amendment of Restated Articles of Incorporation of
      the Registrant dated February 7, 1997, filed as Exhibit 3.3 to the
      Registrant's Registration Statement on Form S-3 (Reg. No. 333-
      143996) and incorporated herein by reference.

3.4   Amended and Restated By-Laws of the Company, filed as Exhibit 3.4 to
      Registrant's Registration Statement on Form S-8 filed on February 22,
      2008, and incorporated herein by reference.

3.5   Form of certificate for Common Stock, filed as Exhibit 4.1 to
      Registrant's Registration Statement on Form S-1 (Reg. No. 33-
      51142) and incorporated herein by reference.

5.1*  Opinion re legality.

23.1* Consent of Counsel (included in Exhibit 5).

23.2* Consent of Independent Registered Public Accounting Firm.

23.3* Consent of Independent Registered Public Accounting Firm.

24.1* Power of Attorney (set forth on signature page hereto).

99.1  Zoltek Companies, Inc. 2008 Director Incentive Plan, filed as
      Appendix A to the Registrant's Proxy Statement on Schedule 14A
      filed by the Registrant on January 2, 2008 and incorporated herein
      by reference.

*Filed herewith.