<PAGE>

As filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933


                                CTS CORPORATION
              (Exact name of issuer as specified in its charter)

          Indiana                                       35-0225010
(State or other jurisdiction                          (IRS Employer
 of incorporation or organization)                  Identification No.)

                      905 West Boulevard North, Elkhart,
                   IN 46514 (Address of principal executive
                              offices)(Zip Code)

                     NON-QUALIFIED STOCK OPTION AGREEMENTS
                            DATED OCTOBER 31, 1997

                               Jeannine M. Davis
    Executive Vice President Administration, Secretary and General Counsel
                                CTS Corporation
                           905 West Boulevard North
                               Elkhart, IN 46514
                    (Name and address of agent for service)

                                (219) 293-7511
         (Telephone number, including area code, of agent for service)



                        CALCULATION OF REGISTRATION FEE


<TABLE>

                                                            Proposed
                                     Proposed maximum        maximum
<S>                   <C>            <C>                <C>                    <C>
Title of securities   Amount to be   maximum offering   aggregate offering     Amount of
to be registered       registered    price per share          price         registration fee
----------------       ----------    ---------------    ------------------  ----------------
Common Stock,
without par value      1,500,000         $10.415          $15,622,500         $4,608.64

</TABLE>

<PAGE>



                                    PART II
                                    -------

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

The following documents are incorporated herein and made a part hereof:

(a)      Annual Report on Form 10-K and all exhibits thereto for the year
         ended December 31, 1998;

(b)      all other reports  filed  pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered
         by the document referred to in (a) above; and

(c)      the  description  of CTS  Common  Stock,  no par value  (the
         "Common Stock"), contained in CTS' Registration Statement on
         Form  S-4  filed  on  September  3,  1997  pursuant  to  the
         Securities Act of 1933.

All documents filed by CTS pursuant to Sections 13(a),  13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 subsequent to this Registration  Statement
and prior to the filing of a post-effective amendment which indicates that all
securities  offered have been sold or which  deregisters  all securities  then
remaining unsold,  shall be deemed to be incorporated  herein by reference and
made a part hereof from the date of filing such documents.

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

The following  summary of the material  provisions of CTS' bylaws  relating to
indemnification  of directors  and officers,  CTS' articles of  incorporation,
CTS'  indemnification  agreements  with officers and directors and the Indiana
Business  Combination  Law is not intended to be exclusive and is qualified in
its  entirety  by such  bylaws,  articles  of  incorporation,  indemnification
agreements and statutes.

CTS' bylaws provide that CTS shall indemnify its officers and directors to the
fullest extent permitted by applicable law. Chapter 37 of the Indiana Business
Combination  Law  provides,  in general,  that each  director and officer of a
corporation  may be  indemnified  against  liabilities  (including  attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in  connection  with the  defense or  settlement  of any  threatened,
pending or  completed  legal  proceedings  in which he or she is  involved  by
reason of the fact that he or she is or was a director  or  officer,  if he or
she acted in good faith and in a manner that he or she reasonably  believed to
be in or not  opposed  to the best  interest  of the  corporation,  and,  with
respect to any criminal  action or proceeding,  if he or she had no reasonable
cause  to  believe  that  his or  her  conduct  was  unlawful.  If  the  legal
proceeding, however, is by or in the right of the corporation, the director or
officer may not be indemnified in respect of any claim,  issue or matter as to
which he or she has been adjudged to be liable for negligence or misconduct in
the performance of his or her duty to CTS unless a court determines otherwise.

The  articles of  incorporation  provide  that the  personal  liability of the
directors  of CTS  will be  eliminated  to the  fullest  extent  permitted  by
applicable  law. The bylaws provide that no director of CTS will be personally
liable to the  corporation or its  shareholders  for monetary  damages for any
breach  of his  fiduciary  duty as a  director  provided,  however,  that such
provision  does not apply to any  liability  of a  director  (a) for breach of
fiduciary duty if such breach  constitutes  willful misconduct or recklessness
or (b) for the  payment of  distributions  to  shareholders  in  violation  of
Section 23-1-28-3 of the Indiana Business Combination Law.
<PAGE>
Pursuant to separate  indemnification  agreements  with CTS,  each officer and
director  of  CTS is  indemnified  from  all  liabilities  arising  out of the
activities  reasonably taken in the performance of their respective  duties as
officers and directors of CTS.

CTS also  maintains  insurance  for officers  and  directors  against  certain
liabilities,  including  liabilities  under the Securities  Act. The effect of
this  insurance  is to  indemnify  any  officer  or  director  of CTS  against
expenses, including, without limitation, attorneys' fees, judgments, fines and
amounts  paid  in  settlement,  incurred  by an  officer  or  director  upon a
determination  that such person  acted in good faith.  The  premiums  for such
insurance are paid by CTS.

ITEM 8.  Exhibits
-------  --------

Reference is made to the Exhibit Index.

ITEM 9.  Undertakings
-------  ------------

CTS hereby undertakes:

(1) To file,  during any period in which offers or sales are being made of the
securities registered hereby, a post-effective  amendment to this Registration
Statement:

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

(b)  To  reflect  in the  prospectus  any  facts or events  arising  after the
     effective  date  of  this  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
     this Registration Statement.  Notwithstanding the foregoing, any increase
     or decrease in volume of securities offered, if the total dollar value of
     securities  offered would not exceed that which was  registered,  and any
     deviation  from the low or high  end of the  estimated  maximum  offering
     range  may  be  reflected  in the  form  of  prospectus  filed  with  the
     Commission pursuant to Rule 424 (b) if, in the aggregate,  the changes in
     volume  and  price  represent  no more than a 20%  change in the  maximum
     aggregate  offering price set forth in the  "Calculation  of Registration
     Fee" table in the effective  Registration  Statement; and
<PAGE>
(c)  To  include  any  material  information  with  respect  to  the  plan  of
     distribution not previously  disclosed in this Registration  Statement or
     any material change to such information in this Registration Statement;

  provided, however, that the undertakings set forth in paragraphs (a) and (b)
  above  shall not  apply if the  information  required  to be  included  in a
  post-effective  amendment  by those  paragraphs  is  contained  in  periodic
  reports filed by CTS pursuant to Section 13 or Section 15(d) of the Exchange
  Act that are incorporated by reference in this Registration  Statement.

  (2) That, for the purpose of determining  any liability under the Securities
  Act,  each  such  post-effective  amendment  will  be  deemed  to  be a  new
  Registration  Statement relating to the securities offered therein,  and the
  offering  of such  securities  at that time will 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.

  (4) That,  for purposes of  determining  any liability  under the Securities
  Act, each filing of CTS' 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 this  Registration  Statement will be
  deemed to be a new Registration Statement relating to the securities offered
  herein,  and the offering of such  securities at that time will be deemed to
  be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors,  officers and  controlling  persons of CTS
pursuant to the foregoing provisions,  or otherwise, CTS has been advised that
in the opinion of the Securities and Exchange Commission such  indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event  that a claim for  indemnification  against  such
liabilities  (other than the payment by CTS of expenses  incurred or paid by a
director,  officer or controlling  person of CTS 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,  CTS
will,  unless in the opinion of counsel for CTS 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 Securities Act and will be governed by the final adjudication
of such issue.

                                  SIGNATURES
                                  ----------

Pursuant to the  requirements  of the  Securities  Act of 1933, the Registrant
certifies that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing on Form S-3 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf by the  undersigned,  thereunto  duly
authorized, in the City of Berne, Indiana on November 3, 1999.

                                        CTS CORPORATION



                                        /s/ Jeannine M. Davis
                                        ---------------------
                                        By: Jeannine M. Davis
                                            Executive Vice President
                                            Administration, General
                                            Counsel & Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this  Registration
Statement  has been signed below by the  following  persons in the  capacities
indicated on November 3, 1999.

                  Signature                        Title
                  ---------                        -----


/s/ Joseph P. Walker                 Chairman, President and Chief Executive
Joseph P. Walker                     Officer (principal executive
                                     officer) and Director

/s/ Timothy J. Cunningham            Vice President--Finance and Chief
Timothy J. Cunningham                Financial Officer (principal
                                     financial officer
                                     and principal accounting officer)

/s/ Lawrence J. Ciancia              Director
Lawrence J. Ciancia


/s/ Thomas G. Cody                   Director
Thomas G. Cody


/s/ Gerald H. Frieling, Jr.          Director
Gerald H. Frieling, Jr.


/s/ Randall J. Weisenburger          Director
Randall J. Weisenburger


/s/ Robert A. Profusek               Director
Robert A. Profusek


The  undersigned,  by signing  his name  hereto,  does sign and  execute  this
Registration  Statement  pursuant  to the Powers of  Attorney  executed by the
above-named persons.


                                           /s/ Jeannine M. Davis
                                           By: Jeannine M. Davis
                                               Attorney-in-fact


<PAGE>



                                 EXHIBIT INDEX
                                 -------------

Exhibit
Number
------

4.1            Amended  and  Restated  Articles  of  Incorporation(incorporated
               by reference to Exhibit 5 to the Registrant's  Current Report on
               Form 8-K filed with the Commission on September 1, 1998)

4.2            Bylaws (incorporated by reference to Exhibit 4 to CTS' Current
               Report on Form 8-K filed with the Commission on
               September 1, 1998)

4.3            Form of Non-qualified Stock Option Agreement (incorporated by
               reference to Exhibit (10)(1) to the Registrant's Annual Report
               on Form 10-K filed with the Commission on March 27, 1998).

5.1            Opinion of Elizabeth Bottorff Ahlemann, Senior Legal Counsel for
               CTS Corporation

23.1           Consent of PricewaterhouseCoopers, LLP

23.2           Consent of Elizabeth Bottorff Ahlemann, Senior Legal Counsel for
               CTS Corporation (included in Exhibit 5.1)

24.1           Powers of Attorney


<PAGE>




                                                           Exhibit 5.1


                                          November 3, 1999



CTS Corporation
905 West Boulevard North
Elkhart, IN  46514

         Re:  Shares of Common Stock, Without Par Value, of
                  CTS Corporation that may be Issued and Sold in
                  Connection With Non-Qualified Stock Option
                  Agreements Dated October 31, 1997
                  ---------------------------------

Gentlemen:

I have acted as counsel  for CTS  Corporation,  an  Indiana  corporation  (the
"Company"), in connection with the Non-Qualified Stock Option Agreements dated
October 31, 1997 between CTS  Corporation and Joseph P. Walker and Jeannine M.
Davis,  respectively   (collectively,   the  "Plan").  I  have  examined  such
documents,  records and matters of law as I have deemed necessary for purposes
of this opinion,  and based thereupon,  I am of the opinion that the shares of
Common  Stock,  without par value,  of the Company that may be issued and sold
pursuant  to the Plan will be, when  issued and sold in  accordance  with such
Plan  (provided  that the  consideration  received  by the Company is at least
equal to the par value of such shares), duly authorized, validly issued, fully
paid and nonassessable.

I  hereby  consent  to the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration  Statement  on Form  S-8  filed  by the  Company  to  effect  the
registration  of the  shares of Common  Stock of the  Company to be issued and
sold  pursuant  to the  Plan  under  the  Securities  Act of  1933  and to the
reference to me under Item 5 of such Registration Statement.

                                             Very truly yours,

                                             /S/ Elizabeth Bottorff Ahlemann

                                             Elizabeth Bottorff Ahlemann
                                             Senior Legal Counsel

kjd





<PAGE>



                                                          Exhibit 23.1
                                                          ------------


                      CONSENT OF INDEPENDENT ACCOUNTANTS
                      ----------------------------------

We hereby  consent to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January 28, 1999  relating to the
financial  statements and financial statement  schedules,  which appear in CTS
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.


                                           PRICEWATERHOUSECOOPERS, LLP

                                           /S/ PricewaterhouseCoopers, LLP

                                           Chicago, Illinois
                                           November 19, 1999



<PAGE>



                                                            Exhibit 24.1

                               POWER OF ATTORNEY
                               -----------------

By signing below, I hereby  constitute and appoint  Jeannine M. Davis, my true
and lawful attorney and agent to do any and all acts and things and to execute
any and all  instruments  in my name and behalf in my  capacities  as director
and/or officer of CTS  Corporation,  an Indiana  corporation  (the "Company"),
which said attorney and agent may deem  necessary or advisable or which may be
required to enable the Company to comply with the  Securities  Act of 1933, as
amended (the "Securities Act"), and any rules,  regulations or requirements of
the Securities and Exchange  Commission in respect thereof, in connection with
a Registration Statement on Form S-8 (or any other appropriate form) including
but without limiting the generality of the foregoing,  the power and authority
to sign for me, in my name and  behalf in my  capacities  as  director  and/or
officer  of the  Company  (individually  or on  behalf of the  Company),  such
Registration Statement and any and all amendments and supplements thereto, and
to file the same, with all exhibits thereto and other instruments or documents
in connection  therewith,  with the  Securities and Exchange  Commission,  and
hereby ratify and confirm all that said attorneys and agents,  or any of them,
may do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  I have  executed  this Power of  Attorney as of
November 3, 1999.


/S/ Joseph P. Walker                               /S/ Timothy J. Cunningham
Joseph P. Walker                                   Timothy J. Cunningham


/S/ Lawrence J. Ciancia                            /S/ Thomas G. Cody
Lawrence J. Ciancia                                Thomas G. Cody


/S/ Gerald H. Frieling, Jr.                        /S/ Randall J. Weisenburger
Gerald H. Frieling, Jr.                            Randall J. Weisenburger


/S/ Robert A/ Profusek
Robert A. Profusek
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19432}]
{"company-data": {"conformed-name": "CTS CORP", "cik": "0000026058", "assigned-sic": "3670", "irs-number": "350225010", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91335", "film-number": "99761352"}, "business-address": {"street1": "905 W BLVD N", "city": "ELKHART", "state": "IN", "zip": "46514", "phone": "2192937511"}, "mail-address": {"street1": "905 W BLVD NORTH", "city": "ELKHART", "state": "IN", "zip": "46514"}}
As filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                                CTS CORPORATION
              (Exact name of issuer as specified in its charter)

          Indiana                                       35-0225010
(State or other jurisdiction                          (IRS Employer
 of incorporation or organization)                  Identification No.)

                      905 West Boulevard North, Elkhart,
                   IN 46514 (Address of principal executive
                              offices)(Zip Code)

                     NON-QUALIFIED STOCK OPTION AGREEMENTS
                            DATED OCTOBER 31, 1997

                               Jeannine M. Davis
    Executive Vice President Administration, Secretary and General Counsel
                                CTS Corporation
                           905 West Boulevard North
                               Elkhart, IN 46514
                    (Name and address of agent for service)

                                (219) 293-7511
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

                                                            Proposed
                                     Proposed maximum        maximum
Title of securities   Amount to be   maximum offering   aggregate offering     Amount of
to be registered       registered    price per share          price         registration fee
----------------       ----------    ---------------    ------------------  ----------------
Common Stock,
without par value      1,500,000         $10.415          $15,622,500         $4,608.64
PART II
                                    -------

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

The following documents are incorporated herein and made a part hereof:

(a)      Annual Report on Form 10-K and all exhibits thereto for the year
         ended December 31, 1998;

(b)      all other reports  filed  pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered
         by the document referred to in (a) above; and

(c)      the  description  of CTS  Common  Stock,  no par value  (the
         "Common Stock"), contained in CTS' Registration Statement on
         Form  S-4  filed  on  September  3,  1997  pursuant  to  the
         Securities Act of 1933.

All documents filed by CTS pursuant to Sections 13(a),  13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 subsequent to this Registration  Statement
and prior to the filing of a post-effective amendment which indicates that all
securities  offered have been sold or which  deregisters  all securities  then
remaining unsold,  shall be deemed to be incorporated  herein by reference and
made a part hereof from the date of filing such documents.

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

The following  summary of the material  provisions of CTS' bylaws  relating to
indemnification  of directors  and officers,  CTS' articles of  incorporation,
CTS'  indemnification  agreements  with officers and directors and the Indiana
Business  Combination  Law is not intended to be exclusive and is qualified in
its  entirety  by such  bylaws,  articles  of  incorporation,  indemnification
agreements and statutes.

CTS' bylaws provide that CTS shall indemnify its officers and directors to the
fullest extent permitted by applicable law. Chapter 37 of the Indiana Business
Combination  Law  provides,  in general,  that each  director and officer of a
corporation  may be  indemnified  against  liabilities  (including  attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in  connection  with the  defense or  settlement  of any  threatened,
pending or  completed  legal  proceedings  in which he or she is  involved  by
reason of the fact that he or she is or was a director  or  officer,  if he or
she acted in good faith and in a manner that he or she reasonably  believed to
be in or not  opposed  to the best  interest  of the  corporation,  and,  with
respect to any criminal  action or proceeding,  if he or she had no reasonable
cause  to  believe  that  his or  her  conduct  was  unlawful.  If  the  legal
proceeding, however, is by or in the right of the corporation, the director or
officer may not be indemnified in respect of any claim,  issue or matter as to
which he or she has been adjudged to be liable for negligence or misconduct in
the performance of his or her duty to CTS unless a court determines otherwise.

The  articles of  incorporation  provide  that the  personal  liability of the
directors  of CTS  will be  eliminated  to the  fullest  extent  permitted  by
applicable  law. The bylaws provide that no director of CTS will be personally
liable to the  corporation or its  shareholders  for monetary  damages for any
breach  of his  fiduciary  duty as a  director  provided,  however,  that such
provision  does not apply to any  liability  of a  director  (a) for breach of
fiduciary duty if such breach  constitutes  willful misconduct or recklessness
or (b) for the  payment of  distributions  to  shareholders  in  violation  of
Section 23-1-28-3 of the Indiana Business Combination Law.
Pursuant to separate  indemnification  agreements  with CTS,  each officer and
director  of  CTS is  indemnified  from  all  liabilities  arising  out of the
activities  reasonably taken in the performance of their respective  duties as
officers and directors of CTS.

CTS also  maintains  insurance  for officers  and  directors  against  certain
liabilities,  including  liabilities  under the Securities  Act. The effect of
this  insurance  is to  indemnify  any  officer  or  director  of CTS  against
expenses, including, without limitation, attorneys' fees, judgments, fines and
amounts  paid  in  settlement,  incurred  by an  officer  or  director  upon a
determination  that such person  acted in good faith.  The  premiums  for such
insurance are paid by CTS.

ITEM 8.  Exhibits
-------  --------

Reference is made to the Exhibit Index.

ITEM 9.  Undertakings
-------  ------------

CTS hereby undertakes:

(1) To file,  during any period in which offers or sales are being made of the
securities registered hereby, a post-effective  amendment to this Registration
Statement:

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

(b)  To  reflect  in the  prospectus  any  facts or events  arising  after the
     effective  date  of  this  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
     this Registration Statement.  Notwithstanding the foregoing, any increase
     or decrease in volume of securities offered, if the total dollar value of
     securities  offered would not exceed that which was  registered,  and any
     deviation  from the low or high  end of the  estimated  maximum  offering
     range  may  be  reflected  in the  form  of  prospectus  filed  with  the
     Commission pursuant to Rule 424 (b) if, in the aggregate,  the changes in
     volume  and  price  represent  no more than a 20%  change in the  maximum
     aggregate  offering price set forth in the  "Calculation  of Registration
     Fee" table in the effective  Registration  Statement; and
(c)  To  include  any  material  information  with  respect  to  the  plan  of
     distribution not previously  disclosed in this Registration  Statement or
     any material change to such information in this Registration Statement;

  provided, however, that the undertakings set forth in paragraphs (a) and (b)
  above  shall not  apply if the  information  required  to be  included  in a
  post-effective  amendment  by those  paragraphs  is  contained  in  periodic
  reports filed by CTS pursuant to Section 13 or Section 15(d) of the Exchange
  Act that are incorporated by reference in this Registration  Statement.

  (2) That, for the purpose of determining  any liability under the Securities
  Act,  each  such  post-effective  amendment  will  be  deemed  to  be a  new
  Registration  Statement relating to the securities offered therein,  and the
  offering  of such  securities  at that time will 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.

  (4) That,  for purposes of  determining  any liability  under the Securities
  Act, each filing of CTS' 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 this  Registration  Statement will be
  deemed to be a new Registration Statement relating to the securities offered
  herein,  and the offering of such  securities at that time will be deemed to
  be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors,  officers and  controlling  persons of CTS
pursuant to the foregoing provisions,  or otherwise, CTS has been advised that
in the opinion of the Securities and Exchange Commission such  indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event  that a claim for  indemnification  against  such
liabilities  (other than the payment by CTS of expenses  incurred or paid by a
director,  officer or controlling  person of CTS 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,  CTS
will,  unless in the opinion of counsel for CTS 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 Securities Act and will be governed by the final adjudication
of such issue.

                                  SIGNATURES
                                  ----------

Pursuant to the  requirements  of the  Securities  Act of 1933, the Registrant
certifies that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing on Form S-3 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf by the  undersigned,  thereunto  duly
authorized, in the City of Berne, Indiana on November 3, 1999.

                                        CTS CORPORATION

                                        /s/ Jeannine M. Davis
                                        ---------------------
                                        By: Jeannine M. Davis
                                            Executive Vice President
                                            Administration, General
                                            Counsel & Secretary
Pursuant to the requirements of the Securities Act of 1933, this  Registration
Statement  has been signed below by the  following  persons in the  capacities
indicated on November 3, 1999.

                  Signature                        Title
                  ---------                        -----

/s/ Joseph P. Walker                 Chairman, President and Chief Executive
Joseph P. Walker                     Officer (principal executive
                                     officer) and Director

/s/ Timothy J. Cunningham            Vice President--Finance and Chief
Timothy J. Cunningham                Financial Officer (principal
                                     financial officer
                                     and principal accounting officer)

/s/ Lawrence J. Ciancia              Director
Lawrence J. Ciancia

/s/ Thomas G. Cody                   Director
Thomas G. Cody

/s/ Gerald H. Frieling, Jr.          Director
Gerald H. Frieling, Jr.

/s/ Randall J. Weisenburger          Director
Randall J. Weisenburger

/s/ Robert A. Profusek               Director
Robert A. Profusek

The  undersigned,  by signing  his name  hereto,  does sign and  execute  this
Registration  Statement  pursuant  to the Powers of  Attorney  executed by the
above-named persons.

                                           /s/ Jeannine M. Davis
                                           By: Jeannine M. Davis
                                               Attorney-in-fact
EXHIBIT INDEX
                                 -------------

Exhibit
Number
------

4.1            Amended  and  Restated  Articles  of  Incorporation(incorporated
               by reference to Exhibit 5 to the Registrant's  Current Report on
               Form 8-K filed with the Commission on September 1, 1998)

4.2            Bylaws (incorporated by reference to Exhibit 4 to CTS' Current
               Report on Form 8-K filed with the Commission on
               September 1, 1998)

4.3            Form of Non-qualified Stock Option Agreement (incorporated by
               reference to Exhibit (10)(1) to the Registrant's Annual Report
               on Form 10-K filed with the Commission on March 27, 1998).

5.1            Opinion of Elizabeth Bottorff Ahlemann, Senior Legal Counsel for
               CTS Corporation

23.1           Consent of PricewaterhouseCoopers, LLP

23.2           Consent of Elizabeth Bottorff Ahlemann, Senior Legal Counsel for
               CTS Corporation (included in Exhibit 5.1)

24.1           Powers of Attorney
Exhibit 5.1

                                          November 3, 1999

CTS Corporation
905 West Boulevard North
Elkhart, IN  46514

         Re:  Shares of Common Stock, Without Par Value, of
                  CTS Corporation that may be Issued and Sold in
                  Connection With Non-Qualified Stock Option
                  Agreements Dated October 31, 1997
                  ---------------------------------

Gentlemen:

I have acted as counsel  for CTS  Corporation,  an  Indiana  corporation  (the
"Company"), in connection with the Non-Qualified Stock Option Agreements dated
October 31, 1997 between CTS  Corporation and Joseph P. Walker and Jeannine M.
Davis,  respectively   (collectively,   the  "Plan").  I  have  examined  such
documents,  records and matters of law as I have deemed necessary for purposes
of this opinion,  and based thereupon,  I am of the opinion that the shares of
Common  Stock,  without par value,  of the Company that may be issued and sold
pursuant  to the Plan will be, when  issued and sold in  accordance  with such
Plan  (provided  that the  consideration  received  by the Company is at least
equal to the par value of such shares), duly authorized, validly issued, fully
paid and nonassessable.

I  hereby  consent  to the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration  Statement  on Form  S-8  filed  by the  Company  to  effect  the
registration  of the  shares of Common  Stock of the  Company to be issued and
sold  pursuant  to the  Plan  under  the  Securities  Act of  1933  and to the
reference to me under Item 5 of such Registration Statement.

                                             Very truly yours,

                                             /S/ Elizabeth Bottorff Ahlemann

                                             Elizabeth Bottorff Ahlemann
                                             Senior Legal Counsel

kjd
Exhibit 23.1
                                                          ------------

                      CONSENT OF INDEPENDENT ACCOUNTANTS
                      ----------------------------------

We hereby  consent to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January 28, 1999  relating to the
financial  statements and financial statement  schedules,  which appear in CTS
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.

                                           PRICEWATERHOUSECOOPERS, LLP

                                           /S/ PricewaterhouseCoopers, LLP

                                           Chicago, Illinois
                                           November 19, 1999
Exhibit 24.1

                               POWER OF ATTORNEY
                               -----------------

By signing below, I hereby  constitute and appoint  Jeannine M. Davis, my true
and lawful attorney and agent to do any and all acts and things and to execute
any and all  instruments  in my name and behalf in my  capacities  as director
and/or officer of CTS  Corporation,  an Indiana  corporation  (the "Company"),
which said attorney and agent may deem  necessary or advisable or which may be
required to enable the Company to comply with the  Securities  Act of 1933, as
amended (the "Securities Act"), and any rules,  regulations or requirements of
the Securities and Exchange  Commission in respect thereof, in connection with
a Registration Statement on Form S-8 (or any other appropriate form) including
but without limiting the generality of the foregoing,  the power and authority
to sign for me, in my name and  behalf in my  capacities  as  director  and/or
officer  of the  Company  (individually  or on  behalf of the  Company),  such
Registration Statement and any and all amendments and supplements thereto, and
to file the same, with all exhibits thereto and other instruments or documents
in connection  therewith,  with the  Securities and Exchange  Commission,  and
hereby ratify and confirm all that said attorneys and agents,  or any of them,
may do or cause to be done by virtue hereof.

         IN WITNESS  WHEREOF,  I have  executed  this Power of  Attorney as of
November 3, 1999.

/S/ Joseph P. Walker                               /S/ Timothy J. Cunningham
Joseph P. Walker                                   Timothy J. Cunningham

/S/ Lawrence J. Ciancia                            /S/ Thomas G. Cody
Lawrence J. Ciancia                                Thomas G. Cody

/S/ Gerald H. Frieling, Jr.                        /S/ Randall J. Weisenburger
Gerald H. Frieling, Jr.                            Randall J. Weisenburger

/S/ Robert A/ Profusek
Robert A. Profusek