0288507.01

     As filed with the Securities and Exchange Commission on April 4, 1997
                                                      Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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


                           COLLINS INDUSTRIES, INC.

            (Exact name of Registrant as specified in its charter)
                Missouri                              43-0985160
    (State or other jurisdiction of    (I.R.S. Employer Identification No.)
     incorporation or organization)
                             421 East 30th Avenue
                            Hutchinson, Kansas 67502
             (Address of principal executive offices) (Zip Code)
 
         1995 STOCK OPTION PLAN AND 1995 STOCK OPTION EXCHANGE PLAN

                           (Full title of the Plan)

                              Larry W.  Sayre
                           421 East 30th Avenue
                         Hutchinson, Kansas  67502
                  (Name and address of agent for service)

                               (316) 663-5551
        (Telephone number, including area code, of agent for service)

                                  Copy to:
                             Jennings J. Newcom
                         Shook, Hardy & Bacon L.L.P.
                              1200 Main Street
                     Kansas City, Missouri   64105-2118
                               (816) 474-6550

                      CALCULATION OF REGISTRATION FEE
      Title of      Amount to     Proposed        Proposed           
    Securities to       be         maximum        maximum        Amount of
    be Registered   registered     offering       aggregate     registration
                                  price per    offering price     fee(3)
                                    unit(2)          (2)
    Common Stock,                                                     
    par value $.10   1,000,000       $2.43        $2,433,264        $737
    per share(1)
    Common Stock,                                                     
    par value $.10   1,000,000         *              *               *
    per share(4)

    (1)Aggregate number of shares of common stock, $.10 par value (the "Common
    Stock"), which may be issued pursuant to the Collins Industries, Inc.
    1995 Stock Option Plan  and the Collins Industries, Inc. Stock Option
    Exchange Plan (collectively, the "Plans").

    (2)This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provisions of Rule 457(h) under the
    Securities Act of 1933, as amended (the "Act").  With respect to
    shares of common stock underlying outstanding options, the fee is
    calculated on the basis of the exercise price of the option.  With
    respect to shares of common stock underlying unissued options, the fee
    is calculated on the basis of the average of the high and low prices
    per share of the Common Stock on the Nasdaq Stock Market as of a date
    (April 1, 1997) within 5 business days prior to the filing of this
    Registration Statement.

    (3)Reflects the proposed maximum aggregate offering price multiplied by
    1/33 of 1%.

    (4)Aggregate number of shares of Common Stock issuable under the Plans
     which may be reoffered from time to time by certain selling
     stockholders pursuant to the Reoffer Prospectus contained herein.

     * Pursuant to Rule 457(h)(3), no additional filing fee is required to be
     paid with respect to the securities to be offered for resale.

     Note:Pursuant to Rule 416(a) under the Act, the amount of securities
     registered under this Registration Statement shall include an
     indeterminate number of additional shares of Common Stock that may
     become issuable pursuant to the anti-dilution provisions of the Plans.

     Note:In addition, pursuant to Rule 416(c) under the Act, this Registration
     Statement also covers an indeterminate amount of interests to be
     offered or sold pursuant to the employee benefit plans described
     herein.

                             

                              EXPLANATORY NOTE

     This Registration Statement is being used to register 1,000,000 Shares of
     Common Stock authorized for issuance under the Plans, and contains a resale
     prospectus with respect to such Shares.  In accordance with the
     instructional note to Part I of Form S-8 as promulgated by the Securities
     and Exchange Commission, the information specified by Part I of Form S-8
     has been omitted from this Registration Statement for offers of Common
     Stock pursuant to the Plans.  The prospectus filed as part of this
     Registration Statement has been prepared in accordance with the
     requirements of Form S-3 and may be used for reofferings and resales of
     Shares of Common Stock which have been and/or may hereafter be issued upon
     the exercise of options which have been and/or may hereafter be granted
     under the Plans.


                           COLLINS INDUSTRIES, INC.

                            Cross Reference Sheet


      Item Number and Caption in Form S-3          Location in Prospectus

      1.  Forepart of the Registration Statement                          
          and Outside Front Cover Page of      
          Prospectus                               Cover Page

      2.  Inside Front and Outside Back Cover 
          Pages of Prospectus                      Cover Page

      3.  Summary Information, Risk Factors   
          and Ratio of Earnings to Fixed Charges   Risk Factors

      4.  Use of Proceeds                          Use of Proceeds

      5.  Determination of Offering Price          Not Applicable

      6.  Dilution                                 Not Applicable

      7.  Selling Security Holders                 Selling Stockholders; 
                                                   Exhibit A

      8.  Plan of Distribution                     Plan of Distribution

      9.  Description of the Securities to be 
          Registered                               Cover Page

     10.  Interest of Named Experts and       
          Counsel                                  Legal Matters; Experts

     11.  Material Changes                         Risk Factors

     12.  Incorporation of Certain            
          Information by Reference                 Incorporation of Certain
                                                   Documents by Reference

     13.  Disclosure of Commission Position   
          on Indemnification for Securities
          Act Liabilities                          Indemnification



      REOFFER PROSPECTUS

                          COLLINS INDUSTRIES, INC.

                  COMMON STOCK (PAR VALUE $.10 PER SHARE)

     1,000,000 SHARES OF COMMON STOCK UNDER THE COLLINS INDUSTRIES, INC.
        1995 STOCK OPTION PLAN AND 1995 STOCK OPTION EXCHANGE PLAN

         This Reoffer Prospectus is being used in connection with the offering
     from time to time by certain officers, directors and other employees
     or former employees (collectively, the "Selling Stockholders") of
     Collins Industries, Inc., a Missouri corporation, and/or its
     subsidiaries (collectively, the "Company"), certain of whom may be
     deemed "affiliates" (as defined in Section 405 of the General Rules
     and Regulations under the Securities Act of 1933, as amended (the
     "Securities Act")) of the Company, of up to 1,000,000 shares (the
     "Shares") of common stock, par value $.10 per share, of the Company
     (the "Common Stock"), which have been or may be acquired by such
     Selling Stockholders pursuant to the Company's 1995 Stock Option Plan
     (the "Option Plan") or the 1995 Stock Option Exchange Plan (the
     "Exchange Plan") (the Option Plan and the Exchange Plan are
     collectively referred to herein as the "Plans").

         The Selling Stockholders may sell the Shares (i) in one or more
     transactions (which may involve one or more block transactions) on the
     National Market System of the National Association of Securities
     Dealers Automated Quotation System ("Nasdaq"), (ii) in separately
     negotiated transactions or (iii) in a combination of such
     transactions.  Each sale may be made either at market prices
     prevailing at the time of such sale or at negotiated prices.  Some or
     all of the Shares may be sold through brokers acting on behalf of the
     Selling Stockholders or to dealers for resale by such dealers, and in
     connection with such sales, such brokers or dealers may receive
     compensation in the form of discounts or commissions from the Selling
     Stockholders and/or the purchasers of such Shares for whom they may
     act as broker or agent (which discounts or commissions are not
     anticipated to exceed those customary in the types of transactions
     involved).  The amount  of Shares to be offered or sold by means of
     this Prospectus by any Selling Stockholder, and any other person with
     whom he or she is acting in concert for the purpose of selling
     securities of the Company, may be offered or sold without any
     limitations.  The Company will bear all expenses of registration
     incurred in connection with this offering, but each individual Selling
     Stockholder will bear all brokerage commissions and other expenses
     incurred by such Selling Stockholder.  The Company will not receive
     any of the proceeds from sales made pursuant to this Prospectus.

         The Selling Stockholders and any dealer participating in the
     distribution of any of the Shares or any broker executing selling
     orders on behalf of the Selling Stockholders may be deemed to be
     "underwriters" within the meaning of the Securities Act, in which
     event any profit on the sale of any or all of the Shares by them and
     any discounts or concessions received by any such brokers or dealers
     may be deemed to be underwriting discounts and commissions under the
     Securities Act.

         The Common Stock is traded on the Nasdaq National Market System under
     the symbol "COLL."  On April 1, 1997, the closing price of the Common
     Stock as reported on the Nasdaq National Market System was $4.50 per
     share.


     INVESTORS SHOULD CONSIDER THE MATTERS SET FORTH UNDER "RISK FACTORS"


     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  

              The date of this Prospectus is April 4, 1997.


                               TABLE OF CONTENTS


     RISK FACTORS

     AVAILABLE INFORMATION

     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     THE COMPANY

     SELLING STOCKHOLDERS

     USE OF PROCEEDS

     PLAN OF DISTRIBUTION

     INDEMNIFICATION

     LEGAL MATTERS

     EXPERTS



         No dealer, salesman or other person has been authorized to
     give any information or to make any representations other than those
     contained or incorporated by reference in this Prospectus regarding
     the Company or the offering made by this Prospectus, and, if given or
     made, such information or representations must not be relied upon as
     having been authorized by the Company or by any other person.  All
     information contained in this Prospectus is as of the date of this
     Prospectus.  Neither the delivery of theis Prospectus nor any sale
     or distribution and resale made hereunder shall, under any circumstances,
     create any implication that there has been no change in the affairs of
     the Company since the date hereof.  This Prospectus does not constitute
     an offer to sell or solicitation of any offer to buy any security of
     any person in any jurisdiction in which such offer or solicitation
     may not be lawfully made.


  

                                RISK FACTORS

         In addition to other information contained in this Prospectus, the
     following factors should be carefully considered in evaluating an
     investment in the Shares offered hereby:

     Product Liability

         The Company currently carries product liability insurance in amounts
     which it deems appropriate and continually monitors the adequacy of
     such coverage.  Although the Company has not had any significant
     uninsured product liability losses, there can be no assurance that it
     will not experience future product liability claims which exceed
     insurance coverage or which are not covered by insurance and which
     could have a material adverse effect on the Company.

     Shares Eligible for Future Sale

         Sales of substantial amounts of Common Stock held by existing
     shareholders could have an adverse effect on the price of the Common
     Stock.  During the last two years, the average daily trading volume of
     then- outstanding shares of Common Stock was less than __%.  Pursuant
     to this Prospectus, an additional 1,000,000 shares of Common Stock
     will be eligible for sale without limitation.

     Dependence on Senior Management

         The Company is dependent upon the ability and experience of members
     of its senior management, none of whom currently have employment
     agreements.  The loss of the services of any of these individuals
     could adversely affect the operations of the Company.

     Competition

         Many of the markets in which the Company competes are mature and
     highly competitive, and the Company's products often are sold through
     a competitive bidding process.  Some of the Company's competitors may
     have greater relative resources.  In addition, new competitors may
     enter the marketplace and may have larger capital bases from which to
     develop products and to compete.  Additionally, the Company believes
     that growth in its sales may depend upon the success of recently
     introduced and future products, the markets for which are untested.
     There can be no assurance that the Company will continue to compete
     successfully in existing product categories or continue to be able to
     introduce innovative products or enhance existing products.

     Availability of Chassis

         With the exception of terminal trucks and wheelchair lifts, the major
     purchased component of each of the Company's specialty vehicles is a
     vehicle chassis.  The Company currently purchases most of its vehicle
     chassis from two suppliers and maintains access to a [two-to-three]
     month supply.  In the past, the Company has experienced occasional
     interruptions in chassis supply that, in the aggregate, have not had a
     material adverse effect on the financial condition of the Company.
     However, a lengthy interruption in chassis supply could have such an
     effect.


                            AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
     in accordance therewith files reports and other information with the
     Securities and Exchange Commission (the "Commission").  Reports, proxy
     statements and other information filed by the Company can be inspected
     and copied at the public reference facilities maintained by the
     Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
     20549, and the Regional Offices of the Commission located in
     Room 1242, Everett McKinley Dirksen Building, 219 South Dearborn
     Street, Chicago, Illinois 60604, and Room 1028, Jacob K. Javits
     Federal Building, 26 Federal Plaza, New York, New York 10278.  Copies
     of such documents can be obtained from the Public Reference Section of
     the Commission at prescribed rates by writing to it at 450 Fifth
     Street, N.W., Washington, D.C. 20549.  The Commission also maintains
     an Internet site on the World Wide Web at http://www.sec.gov that
     contains reports, proxy statements and other information regarding the
     Company.  The Common Stock is listed on the Nasdaq National Market
     System.  Reports, proxy statements and other information concerning
     the Company also may be inspected at the offices of the National
     Association of Securities Dealers, Inc., 1735 K Street, N.W.,
     Washington, D.C. 20006.

         The Company has filed with the Commission a registration statement
     under the Securities Act on Form S-8 (together with any amendments
     thereto, the "Registration Statement") with respect to the Shares
     covered hereby.  This Prospectus, which constitutes a part of the
     Registration Statement, omits certain information set forth in the
     Registration Statement, as permitted by the Rules and Regulations of
     the Commission.  For further information pertaining to the Company and
     the Shares offered hereby, reference is made to the Registration
     Statement, including the exhibits filed therewith, which may be
     obtained as provided in the immediately preceding paragraph.
  

           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission
     pursuant to the Exchange Act are incorporated in and made a part of
     this Prospectus by reference, except to the extent that any statement
     or information therein is modified, superseded or replaced by a
     statement or information contained herein or in any subsequently filed
     document incorporated herein by reference:

         1.   The Company's Annual Report on Form 10-K for the fiscal year
              ended October 31, 1996.

         2.  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 (1) above.

         3.  The description of the Company's Common Stock contained in the 
             Form 8-A registration statement filed with the Commission 
             pursuant to Section 12 of the Exchange Act, including any 
             amendments or reports updating such description.

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

         The Company hereby undertakes to provide without charge to each 
     person to whom a copy of this Prospectus has been delivered, upon the
     written or oral request of any such person, a copy of any or all the
     documents that have been or may be incorporated by reference into this
     Prospectus, other than exhibits to such documents (unless such
     exhibits are incorporated by reference).  Requests for such copies
     should be directed to Larry W. Sayre, Vice President Finance & CFO,
     Collins Industries, Inc., 421 East 30th Avenue, Hutchinson, Kansas
     67502; telephone number:  (316) 663-5551.


                                THE COMPANY

         Collins Industries, Inc. was founded in 1971 as a manufacturer of 
      small school buses and ambulances built from modified cargo vans.  The
      Company's initial product was the first "Type A" school bus, designed
      to carry 16 to 20 passengers.  Today, the Company manufactures
      specialty vehicles and accessories for various basic service niches
      of the transportation industry.  The Company's products include
      ambulances, small school buses, shuttle and mid- size commercial buses,
      terminal trucks, wheelchair lifts and accessories and commercial bus 
      chassis.  The Company has grown primarily through the internal
      development of new products and the acquisition of complementary
      product lines.

         The Company is a Missouri corporation.  Its principal executive 
      offices are located at 421 East 30th Avenue, Hutchinson, Kansas 67502,
      and its telephone number is (316)663- 5551.


                            SELLING STOCKHOLDERS

         This Prospectus relates to shares of Common Stock that are
      subject to options granted under the Plans that have been or
      may be acquired by certain directors, officers and/or
      employees of the Company who may be deemed to be affiliates
      of the Company.

         The table attached hereto as Exhibit A sets forth (a) the
      name and position over the past three years with the Company
      of each Selling Stockholder, (b) the number of shares of
      Common Stock which each Selling Stockholder beneficially
      owned as of March 31, 1997, (c) the number of shares of
      Common Stock which each Selling Stockholder has acquired
      pursuant to the Plans or may acquire pursuant to the
      exercise of options granted to such Selling Stockholder
      under the Plans, some or all of which shares may be sold
      from time to time pursuant to this Prospectus, (d) the
      number of shares of Common Stock and the percentage, if 1%
      or more, of the total class of Common Stock outstanding to
      be beneficially owned by each Selling Stockholder after
      completion of this offering.

         The table attached hereto as Exhibit A reflects all Selling
      Stockholders who are eligible to resell and the number of
      Shares available to be resold after exercise of the options
      granted to the Selling Stockholders  pursuant to the Plans,
      whether or not they have a present intent to do so.
   
         There is no assurance that any of the Selling Stockholders
      will sell any or all of the Shares offered by them
      hereunder.  This Prospectus may be amended or supplemented
      from time to time to add or delete to or from the list of
      Selling Stockholders those persons who have acquired or will
      acquire shares of Common Stock under the Plans, or who have
      disposed of such shares of Common Stock, and to update
      information concerning the holdings of options under the
      Plans by any of the Selling Stockholders.


                             USE OF PROCEEDS

         The Company will not receive any proceeds from the Shares to
      be offered by the Selling Stockholders.  The Selling
      Stockholders will receive all of such proceeds.



                           PLAN OF DISTRIBUTION

         The Shares to be offered pursuant to this Prospectus are
      fully paid and non-assessable and will be offered and sold
      by the Selling Stockholders for their own accounts at such
      times and in such amounts as they determine.  There is no
      assurance that any of the Selling Stockholders will sell any
      or all of such Shares.

         The Selling Stockholders may sell the Shares (i) in one or
      more transactions (which may involve one or more block
      transactions) on the Nasdaq National Market System, (ii) in
      separately negotiated transactions or (iii) in a combination
      of such transactions.  Each sale may be made either at
      market prices prevailing at the time of such sale or at
      negotiated prices.  Some or all of the Shares may be sold
      through brokers acting on behalf of the Selling Stockholders
      or to dealers for resale by such dealers, and in connection
      with such sales, such brokers or dealers may receive
      compensation in the form of discounts or commissions from
      the Selling Stockholders and/or the purchasers of such
      Shares for whom they may act as broker or agent (which
      discounts or commissions are not anticipated to exceed those
      customary in the types of transactions involved).  The
      amount of Shares to be offered or sold by means of this
      Prospectus by any Selling Stockholder, and any other person
      with whom he or she is acting in concert for the purpose of
      selling securities of the Company, may be offered or sold
      without any limitations.  The Company will bear all expenses
      of registration incurred in connection with this offering,
      but each individual Selling Stockholder will bear all
      brokerage commissions and other expenses incurred by such
      Selling Stockholder.

         Dealers or brokers participating in the distribution of the
      Shares may act as agent for the Selling Stockholders, or may
      purchase the Shares offered hereby from the Selling
      Stockholders as principal and thereafter resell such Shares
      from time to time on the open market at market prices
      prevailing at the time of sale or at negotiated prices.  The
      Selling Stockholders and any dealer participating in the
      distribution of any of the Shares or any broker executing
      selling orders on behalf of the Selling Stockholders may be
      deemed to be "underwriters" within the meaning of the
      Securities Act, in which event any profit on the sale of any
      or all of the Shares by them and any discounts or
      concessions received by any such brokers or dealers may be
      deemed underwriting discounts and commissions under the
      Securities Act.  To the knowledge of the Company, the
      Selling Stockholders have made no arrangements with any
      broker or dealer for the sale of the Shares offered hereby.
  

                           INDEMNIFICATION

         Article XII of the Company's Articles of Incorporation, as
      amended, provides for indemnification of directors and
      officers as follows:

         "Each director or officer, or former director or officer
      of this corporation, and his legal representatives shall
      be indemnified by the corporation against liabilities,
      expenses, counsel fees and costs reasonably incurred by
      him or his estate in connection with, or arising out of
      any action, suit, proceeding or claim in which he is made
      a party by reason of his being, or having been, such
      director or officer, and any person who, at the request
      of this corporation, served as director or officer of
      another corporation in which this corporation owned
      corporate stock, and his legal representatives, shall in
      like manner be indemnified by this corporation, provided
      that in neither case shall the corporation indemnify such
      director or officer with respect to any matters as to
      which he shall be finally adjudged in such action, suit
      or proceeding to have been liable for negligence or
      misconduct in the performance of his duties as such
      director or officer.  The indemnification herein provided
      for, however, shall apply also in respect of any amount
      paid in compromise of such action, suit, proceeding or
      claim asserted against such director or officer
      (including expenses, counsel fees and costs reasonably
      incurred in connection therewith), provided the Board of
      Directors shall have first approved such proposed
      compromise settlement and determined that the officer or
      director involved as not guilty of negligence or
      misconduct; but in taking such action, any director
      involved shall not be qualified to vote thereon, and if
      for this reason a quorum of the board cannot be obtained
      to vote on such a matter, it shall be determined by a
      committee of three persons appointed by shareholders at a
      duly called special meeting.  In determining whether a
      director or officer is guilty of negligence or misconduct
      the Board of Directors or committee, as the case may be,
      may rely conclusively upon an opinion of independent
      legal counsel selected by such a board or committee.  The
      right to indemnification herein provided shall not be
      exclusive of any other rights to which such director or
      officer may be legally entitled."

           Section 351.355 of the Missouri General and Business
      Corporation Law (the "MGBCL") permits a corporation to
      indemnify certain persons, including officers and directors
      who are (or are threatened to be made) parties to any
      threatened, pending or completed action, suit or proceeding,
      whether civil, criminal, administrative or investigative,
      other than an action by or in the right of the corporation
      (by reason of their being officers or directors).  The
      indemnity may include expenses, attorneys' fees, judgments,
      fines and reasonably incurred costs of settlement, provided
      the officer and director 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.  The MGBCL also permits a
      corporation to indemnify officers and directors in
      derivative actions (in which suit is brought by a
      shareholder on behalf of the corporation) under the same
      conditions, except that no indemnification is permitted
      without judicial approval if the officer or director is
      adjudged liable for negligence or misconduct in the
      performance of his duty to the corporation.  If the officer
      or director is successful on the merits or otherwise in
      defense of any action referred to above, the corporation
      must indemnify him against the expenses and attorneys' fees
      he actually and reasonably incurred.

         The Company has authorized indemnification agreements for
      its directors.  Under these agreements, the Company agrees
      to indemnify directors against any and all expenses,
      judgments, fines, and amounts paid in settlement actually
      and reasonably incurred in connection with any threatened,
      pending or completed action, suit or proceeding, including
      an action by or in the right of the Company, to which the
      director becomes a party or becomes involved in or by reason
      of his service to the Company.  Indemnification is not
      required to be made under the agreements in connection with
      any claim against the director (a) in respect to
      remuneration paid to a director if it shall be determined by
      a final judgment or other final adjudication that such
      remuneration was in violation of law; (b) on account of any
      suit in which judgment is rendered against a director for an
      accounting of profits made from the purchase or sale by the
      director of securities of the Company pursuant to the
      provisions of Section 16(b) of the Securities Exchange Act
      of 1934 and amendments thereto or similar provisions of any
      federal, state or local statutory law; (c) on account of a
      director's conduct which is finally adjudged to have been
      knowingly fraudulent, deliberately dishonest or willful
      misconduct; or (d) if a final decision by a court having
      jurisdiction in the matter shall determine that such
      indemnification is not lawful.

         With respect to insurance, the MGBCL states that a
      corporation may purchase and maintain insurance on behalf of
      any person who 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 any liability asserted
      against him and incurred by him in any such capacity, or
      arising out of his status as such, whether or not the
      corporation would have the power to indemnify him against
      such liability under the MGBCL.

         Insofar as indemnification for liabilities arising under the
      Securities Act may be permitted to directors, officers or
      persons controlling the Company pursuant to the foregoing
      provisions, the Company has been informed that in the
      opinion of the Commission such indemnification is against
      public policy as expressed in the Securities Act and is
      therefore unenforceable.

                           LEGAL MATTERS

         Certain legal matters with respect to the validity of the
      Shares offered hereby will be passed upon by Shook, Hardy &
      Bacon L.L.P., 1200 Main Street, Suite 3100, Kansas City,
      Missouri 64105.


                               EXPERTS

         The financial statements and schedules incorporated by
      reference in this Prospectus have been audited by Arthur
      Andersen LLP, independent public accountants, as indicated
      in their reports with respect thereto, and are included
      herein in reliance upon the authority of said firm as
      experts in accounting and auditing.
   


                               Exhibit A   
                         To Reoffer Prospectus


          (a)                  (b)               (c)               (d)
                                                                  Number of
                             Number of        Number of           Shares
     Name and                Shares           Shares Acquired     Beneficially
     Position With           Beneficially     Pursuant to         Owned After 
     the Company             Owned            the Plans           the Offering

     Steve Adkins                 13,500            13,500 (1)            0
     President of
     Subsidiary

     Floyd Barkman                10,700            10,200 (1)          500
     Vice President
     of Subsidiary

     Terry L. Clark               46,500            26,000 (1)        5,500* 
     Executive Vice                                 15,000 (2)
     President Operations          

     Bob Collins                  27,600            17,800 (1)        9,800
     President of
     Subsidiary

     Don L. Collins, Sr.       1,120,871           155,000 (1)       937,571
     Chairman of the                                28,300 (2)       (12.70%)
     Board Chief
     Executive Officer

     Donald Lynn Collins         413,097            57,600  (1)      183,197
     President and Chief                           172,300  (2)       (2.48%)
     Operating Officer

     Jack Cowden                  30,900            26,900  (1)            0
     Vice President
     Human Resources

     Lewis W. Ediger             330,409            94,600  (1)      235,809
     Secretary and                                                    (3.19%)
     Vice President

     Jimmy P. Elliott              7,200             7,200  (1)            0
     Vice President of
     Subsidiary

     Arch G. Gothard, III        166,975            71,000  (1)       95,975
     Director                                                          (1.3%)

     Ronald O. Hammel             12,500            10,000  (2)        2,500
     Retired President of
     Subsidiary

     Wilson Jones                 15,600            11,600  (1)            0
     Vice President of                               4,000  (2)
     Sibsidiary

     Robert E. Lind              176,855            37,500  (1)      139,355
     Director                                                         (1.89%)

     Rodney T. Nash               59,400            38,500  (1)       15,500
     Vice President                                  5,400  (2)
     Engineering

     Garry Noblitt                 3,700             3,700  (1)            0
     Vice President of
     Subsidiary

     Don S. Peters               115,000            69,000  (1)       46,000
     Director

     Phillip Roberts              23,300            23,300  (1)            0
     President of               
     Subsidiary

     Larry W. Sayre               37,500            23,500  (1)        1,000
     Vice President & CFO                           13,000  (2)

     Frank Smith                   2,500             2,500  (2)            0
     Plant Manager of
     Subsidiary

     Gene Wright                   8,500             8,500  (1)            0
     Vice President of
     Subsidiary

     (1)  This amount represents options to purchase shares of Common Stock
          acquired pursuant to the Plans.  The resale of the shares underlying
          these options is being registered pursuant to the Reoffer Prospectus.

     (2)  This amount represents shares of Common Stock held pursuant to the
          exercise of options under the Plans.  The resale of these shares
          is being registered pursuant to the Reoffer Prospectus.

     *    Represents less than 1% of the total number of shares of Common Stock
          outstanding.  As of March 31, 1997, there were 7,383,410 number of
          shares of Common Stock outstanding.




                        FORM S-8 REGISTRATION STATEMENT
                           COLLINS INDUSTRIES, INC.

                                   PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1:Plan Information.

         The documents containing the information specified in Part I
     of Form S-8 which are to be delivered to participants in the
     Plans have not been filed with the Commission pursuant to
     the Note to Part I of Form S-8. The information required by
     Part I is included in documents to be sent or given to the
     participants.

     Item 2:Registration Information and Employee Plan Annual Information.

         The Company agrees to provide the participants in the Plans,
     without charge, upon written or oral request, the documents
     incorporated by reference in Item 3 of Part II of this
     Registration Statement.  The documents incorporated by
     reference in Item 3 of Part II are incorporated by reference
     into the Section 10(a) prospectus.  The Company will also
     provide to the participants in the Plans, without charge,
     upon written or oral request, the other documents required
     to be delivered pursuant to Rule 428 under the Act,
     including the Company's annual report to security holders
     for its latest fiscal year, the Company's annual report on
     Form 10-K for its latest fiscal year and copies of all
     reports, proxy statements and other communications
     distributed to its security holders generally.

                                 PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Company with the
     Commission pursuant to the Exchange Act are incorporated in
     and made a part of this Registration Statement by reference,
     except to the extent that any statement or information
     therein is modified, superseded or replaced by a statement
     or information contained in any subsequently filed document
     incorporated herein by reference:

         1.  The Company's Annual Report on Form 10-K for the fiscal
             year ended October 31, 1996.

         2.  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 (1) above.

         3.  The description of the Company's Common Stock contained in
             the Form 8-A Registration Statement filed with the
             Commission pursuant to Section 12 of the Exchange Act,
             including any amendments or reports updating such
             description.

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

     Item 4.  Description of Securities.

              Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

              Not applicable.

     Item 6.  Indemnification of Directors and Officers.

              Article XII of the Company's Articles of Incorporation, as
     amended, provides for indemnification of directors and
     officers as follows:

              "Each director or officer, or former director or officer
         of this corporation, and his legal representatives shall
         be indemnified by the corporation against liabilities,
         expenses, counsel fees and costs reasonably incurred by
         him or his estate in connection with, or arising out of
         any action, suit, proceeding or claim in which he is made
         a party by reason of his being, or having been, such
         director or officer, and any person who, at the request
         of this corporation, served as director or officer of
         another corporation in which this corporation owned
         corporate stock, and his legal representatives, shall in
         like manner be indemnified by this corporation, provided
         that in neither case shall the corporation indemnify such
         director or officer with respect to any matters as to
         which he shall be finally adjudged in such action, suit
         or proceeding to have been liable for negligence or
         misconduct in the performance of his duties as such
         director or officer.  The indemnification herein provided
         for, however, shall apply also in respect of any amount 
         paid in compromise of such action, suit, proceeding or
         claim asserted against such director or officer
         (including expenses, counsel fees and costs reasonably
         incurred in connection therewith), provided the Board of
         Directors shall have first approved such proposed
         compromise settlement and determined that the officer or
         director involved as not guilty of negligence or
         misconduct; but in taking such action, any director
         involved shall not be qualified to vote thereon, and if
         for this reason a quorum of the board cannot be obtained
         to vote on such a matter, it shall be determined by a
         committee of three persons appointed by shareholders at a
         duly called special meeting.  In determining whether a
         director or officer is guilty of negligence or misconduct
         the Board of Directors or committee, as the case may be,
         may rely conclusively upon an opinion of independent
         legal counsel selected by such a board or committee.  The
         right to indemnification herein provided shall not be
         exclusive of any other rights to which such director or
         officer may be legally entitled."

         Section 351.355 of the Missouri General and Business
     Corporation Law (the "MGBCL") permits a corporation to
     indemnify certain persons, including officers and directors
     who are (or are threatened to be made) parties to any
     threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative,
     other than an action by or in the right of the corporation
     (by reason of their being officers or directors).  The
     indemnity may include expenses, attorneys' fees, judgments,
     fines and reasonably incurred costs of settlement, provided
     the officer and director 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.  The MGBCL also permits a
     corporation to indemnify officers and directors in
     derivative actions (in which suit is brought by a
     shareholder on behalf of the corporation) under the same
     conditions, except that no indemnification is permitted
     without judicial approval if the officer or director is
     adjudged liable for negligence or misconduct in the
     performance of his duty to the corporation.  If the officer
     or director is successful on the merits or otherwise in
     defense of any action referred to above, the corporation
     must indemnify him against the expenses and attorneys' fees
     he actually and reasonably incurred.

         The Company has authorized indemnification agreements for
     its directors.  Under these agreements, the Company agrees
     to indemnify directors against any and all expenses,
     judgments, fines, and amounts paid in settlement actually
     and reasonably incurred in connection with any threatened,
     pending or completed action, suit or proceeding, including
     an action by or in the right of the Company, to which the
     director becomes a party or becomes involved in or by reason
     of his service to the Company.  Indemnification is not
     required to be made under the agreements in connection with
     any claim against the director (a) in respect to
     remuneration paid to a director if it shall be determined by
     a final judgment or other final adjudication that such
     remuneration was in violation of law; (b) on account of any
     suit in which judgment is rendered against a director for an
     accounting of profits made from the purchase or sale by the
     director of securities of the Company pursuant to the
     provisions of Section 16(b) of the Securities Exchange Act
     of 1934 and amendments thereto or similar provisions of any
     federal, state or local statutory law; (c) on account of a
     director's conduct which is finally adjudged to have been
     knowingly fraudulent, deliberately dishonest or willful
     misconduct; or (d) if a final decision by a court having
     jurisdiction in the matter shall determine that such
     indemnification is not lawful.

         With respect to insurance, the MGBCL states that a
     corporation may purchase and maintain insurance on behalf of
     any person who 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 any liability asserted
     against him and incurred by him in any such capacity, or
     arising out of his status as such, whether or not the
     corporation would have the power to indemnify him against
     such liability under the MGBCL.

     Item 7.  Exemption from Registration Claimed.

         The restricted securities to be reoffered or resold pursuant
     to this Registration Statement were issued in transactions
     exempted, pursuant to Section 4(2) of the Securities Act,
     from the registration requirements of the Securities Act.
     Each holder acquired such restricted securities upon the
     exercise of stock options evidenced by individually
     negotiated written option agreements.

     Item 8.  Exhibits.

     Number

      4.1  The Certificate of Incorporation of the Company, filed as
           Exhibit 3.1 to Amendment No. 2 to the Company's
           Registration Statement on Form S-1 (File No. 2-
           93247), as amended.*

      4.2  Amendment to the Certificate of Incorporation of the
           Company, filed as Exhibit 3.3 to Amendment No. 1
           to the Company's Registration Statement on Form S-
           1 (File No. 2-93247).*

      4.3  Amendment to the Certificate of Incorporation of the
           Company, filed as Exhibit 3.3(c)  to Amendment No.
           1 to the Company's Registration Statement on Form
           S-1 (File No. 33-48323).*

      4.4  The Bylaws of the Company, filed as Exhibit 3.4 to the
           Company's Registration Statement on Form S-1 (File
           No. 33-48323), as amended.*

      4.5  Collins Industries, Inc. 1995 Stock Option Plan, filed as
           an exhibit to the Company's Definitive Proxy
           Statement for the Annual Meeting of Shareholders
           held February 24, 1995.*

      4.6  Collins Industries, Inc. 1995 Stock Option Exchange Plan,
           filed as an exhibit to the Company's Definitive
           Proxy Statement for the Annual Meeting of
           Shareholders held February 24, 1995.*

      5.1  Opinion of Shook, Hardy & Bacon L.L.P.

     23.1  Consent of Arthur Andersen LLP.

     23.2  Consent of Shook, Hardy & Bacon L.L.P. (contained in
           Exhibit 5.1)

     24.1  Powers of Attorney (contained on signature pages
           hereto).
 

        *  Incorporated herein by reference.

     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 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 herein or
         therein.  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

              (iii)  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 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 Exchange Act that are incorporated by reference in this
         Registration Statement.

               (2)  That, for the purpose 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 Company hereby undertakes that, for purposes of
         determining any liability under the Act, 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 this 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 Act may be permitted to directors, officers and
         controlling persons of the Company 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.



                                  SIGNATURES


         THE COMPANY.  Pursuant to the requirements of the Act, 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 Hutchinson, State of Kansas, on April 4, 1997.

                                  COLLINS INDUSTRIES, INC.


                                  By: /s/ Larry W. Sayre
                                  Name: Larry W. Sayre
                                  Title:   Vice President Finance and CFO
                                


                          POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below constitutes and appoints Larry W.
     Sayre his or her true and lawful attorney-in-fact and agent,
     with full power of substitution and resubstitution, for them
     and in their name, place and stead, in any and all
     capacities, to sign any and all amendments (including post-
     effective amendments) to this Registration Statement and to
     file the same with all exhibits thereto, and other documents
     in connection therewith, with the Securities and Exchange
     Commission, granting unto said attorney-in-fact and agent
     full power and authority to do and perform each and every
     act and thing requisite and necessary to be done, as fully
     to all intents and purposes as he or she might or could do
     in person, hereby ratifying and confirming all that said
     attorney-in-fact and agent, or she 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 dates indicated.

      SIGNATURE                    TITLE                          DATE


     /s/ Don L. Collins         Chairman, Chief Executive      April 4,1997
         Don L. Collins         Officer and Director

     /s/ Donald Lynn Collins    President, Chief Operating     April 4, 1997
         Donald Lynn Collins    Officer and Director   

     /s/ Lewis W. Ediger        Vice-President, Secretary      April 4, 1997
         Lewis W. Ediger        and Director

     /s/ Robert E. Lind         Director                       April 4, 1997
         Robert E. Lind

     /s/ Don S. Peters          Director                       April 4, 1997
         Don S. Peters

     /s/ Arch G. Gothard, III   Director                       April 4, 1997
         Arch G. Gothard, III

     /s/ Larry W. Sayre         Vice-President Finance and     April 4, 1997
         Larry W. Sayre         Chief Financial Officer
                                (principal accounting officer)


                              EXHIBIT INDEX

                                                                      Page

     4.1*    The Certificate of Incorporation of the Company,
             filed as Exhibit 3.1 to Amendment No. 2 to the
             Company's Registration Statement on Form S-1 
             (File No. 2-93247), as amended.                            N/A

     4.2*    Amendment to the Certificate of Incorporation of
             the Company, filed as Exhibit3.3 to Amendment No. 1
             to the Company's Registration Statement on Form S-1 
             (File No. 2-93247).                                        N/A

     4.3*    Amendment to the Certificate of Incorporation of
             the Company, filed as Exhibit3.3(c) to Amendment No. 1
             to the Company's Registration Statement on Form S-1
             (File No. 33-48323).                                       N/A

     4.4*    The Bylaws of the Company, filed as Exhibit 3.4 to
             the Company's Registration Statement on Form S-1
             (File No. 33-48323), as amended.                           N/A

     4.5*    Collins Industries, Inc. 1995 Stock Option Plan
             Filed as an exhibit to the Company's Definitive 
             Proxy Statement for the Annual Meeting of Shareholders
             held February 24, 1995.                                    N/A

     4.6*    Collins Industries, Inc. 1995 Stock Option Exchange
             Plan Filed as an exhibit to the Company's Definitive 
             Proxy Statement for the Annual Meeting of Shareholders
             held February 24, 1995.                                    N/A

     5.1     Opinion of Shook, Hardy & Bacon L.L.P.                     19

    23.1     Consent of Arthur Andersen LLP.                            22

    23.2     Consent of Shook, Hardy & Bacon L.L.P. (contained in
             Exhibit 5.1).                                              N/A

    24.1     Power of Attorney (contained on signature pages
             hereto).**                                                 N/A
     
       *     Previously Filed.

     **      Contained on signature pages to Form S-8.


                               EXHIBIT 5.1

                                                   April 4, 1997



     Collins Industries, Inc.
     421 East 30th Avenue
     Hutchinson, KS  67502

         Re:  Common Stock, $.10 Par Value

     Gentlemen:

         As counsel for Collins Industries, Inc., a Missouri corporation
     (the "Company"), we have participated in the preparation and filing
     of a Registration Statement on Form S-8 (the "Registration Statement")
     for the registration of 1,000,000 shares of common stock, par value 
     $.10 per share, of the Company (the "Common Stock") pursuant to the
     Company's 1995 Stock Option Plan and 1995 Stock Option Exchange Plan
     (the "Plans").

         In connection therewith, we have examined: (i) the Articles of
     Incorporation of the Company, as amended; (ii) the Bylaws of the 
     Company, as amended; (iii) the Registration Statement; (iv) the Plans;
     (v) the minutes of the meeting of the Board of Directors of the Company 
     at which the Directors adopted the Plans; and (vi) the minutes of
     the 1997 Annual Meeting of Stockholders of the Company at which the
     stockholders approved the Plans.

         In addition to the examinations outlined above, we have conferred
     with various officers of the Company and have examined such other 
     documents and records of the Company as we deemed necessary as a
     basis for the opinions hereafter expressed.  In such examinations, we 
     have assumed the genuineness of all signatures, the authenticity of
     all documents submitted to us as originals and the conformity to 
     original documents of all documents submitted to us as certified copies
     or photocopies.

         Based on the foregoing, we are of the opinion that the Common
     Stock, when issued and paid for in accordance with and pursuant to the
     terms set forth in the Plans and the award agreements issued
     thereunder, will be legally issued, fully paid and nonassessable.

         We express no opinion as to the laws of any jurisdiction other 
     than The General and Business Corporation Law of Missouri.  The opinion
     set forth in this letter is effective as of the date hereof.  No
     expansion of our opinion may be made by implication or otherwise.
     We express no opinion other than as herein expressly set forth.  We
     do not undertake to advise you with respect to any matter within the
     scope of this letter which comes to our attention after the date of this
     letter and disclaim any responsibility to advise you of future changes
     of law or fact which may affect the above opinion.  Other than the
     addressee hereof, no one is entitled to rely on this opinion; provided,
     however, that we hereby consent to all references to the undersigned
     in the Registration Statement, and in all amendments thereto, and to
     the filing of this opinion by the Company as an exhibit to said 
     Registration Statement.

                                           Very truly yours,



                                           /s/SHOOK, HARDY & BACON L.L.P.

                             

                               EXHIBIT 23.1


               Consent of Independent Public Accountants

     As independent public accountants, we hereby consent to the incorporation
     by reference in this registration statement of our report dated 
     December 10, 1996 included in Collins Industries, Inc.'s Form 10-k for
     the year ended October 31, 1996 and to all references to our Firm
     included in this registration statement.

                                             

                                                   /s/ Arthur Andersen LLP

     Kansas City, Missouri
     April 4, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 63133}]
{"company-data": {"conformed-name": "COLLINS INDUSTRIES INC", "cik": "0000021759", "assigned-sic": "3711", "irs-number": "430985160", "state-of-incorporation": "MO", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24651", "film-number": "97575404"}, "business-address": {"street1": "421 E 30TH AVE", "city": "HUTCHINSON", "state": "KS", "zip": "67502", "phone": "3166635551"}, "mail-address": {"street1": "421 EAST 30TH AVENUE", "city": "HUTCHINSON", "state": "KS", "zip": "67502"}}
0288507.01

     As filed with the Securities and Exchange Commission on April 4, 1997
                                                      Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                           COLLINS INDUSTRIES, INC.

            (Exact name of Registrant as specified in its charter)
                Missouri                              43-0985160
    (State or other jurisdiction of    (I.R.S. Employer Identification No.)
     incorporation or organization)
                             421 East 30th Avenue
                            Hutchinson, Kansas 67502
             (Address of principal executive offices) (Zip Code)
 
         1995 STOCK OPTION PLAN AND 1995 STOCK OPTION EXCHANGE PLAN

                           (Full title of the Plan)

                              Larry W.  Sayre
                           421 East 30th Avenue
                         Hutchinson, Kansas  67502
                  (Name and address of agent for service)

                               (316) 663-5551
        (Telephone number, including area code, of agent for service)

                                  Copy to:
                             Jennings J. Newcom
                         Shook, Hardy & Bacon L.L.P.
                              1200 Main Street
                     Kansas City, Missouri   64105-2118
                               (816) 474-6550

                      CALCULATION OF REGISTRATION FEE
      Title of      Amount to     Proposed        Proposed           
    Securities to       be         maximum        maximum        Amount of
    be Registered   registered     offering       aggregate     registration
                                  price per    offering price     fee(3)
                                    unit(2)          (2)
    Common Stock,                                                     
    par value $.10   1,000,000       $2.43        $2,433,264        $737
    per share(1)
    Common Stock,                                                     
    par value $.10   1,000,000         *              *               *
    per share(4)

    (1)Aggregate number of shares of common stock, $.10 par value (the "Common
    Stock"), which may be issued pursuant to the Collins Industries, Inc.
    1995 Stock Option Plan  and the Collins Industries, Inc. Stock Option
    Exchange Plan (collectively, the "Plans").

    (2)This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provisions of Rule 457(h) under the
    Securities Act of 1933, as amended (the "Act").  With respect to
    shares of common stock underlying outstanding options, the fee is
    calculated on the basis of the exercise price of the option.  With
    respect to shares of common stock underlying unissued options, the fee
    is calculated on the basis of the average of the high and low prices
    per share of the Common Stock on the Nasdaq Stock Market as of a date
    (April 1, 1997) within 5 business days prior to the filing of this
    Registration Statement.

    (3)Reflects the proposed maximum aggregate offering price multiplied by
    1/33 of 1%.

    (4)Aggregate number of shares of Common Stock issuable under the Plans
     which may be reoffered from time to time by certain selling
     stockholders pursuant to the Reoffer Prospectus contained herein.

     * Pursuant to Rule 457(h)(3), no additional filing fee is required to be
     paid with respect to the securities to be offered for resale.

     Note:Pursuant to Rule 416(a) under the Act, the amount of securities
     registered under this Registration Statement shall include an
     indeterminate number of additional shares of Common Stock that may
     become issuable pursuant to the anti-dilution provisions of the Plans.

     Note:In addition, pursuant to Rule 416(c) under the Act, this Registration
     Statement also covers an indeterminate amount of interests to be
     offered or sold pursuant to the employee benefit plans described
     herein.

                             

                              EXPLANATORY NOTE

     This Registration Statement is being used to register 1,000,000 Shares of
     Common Stock authorized for issuance under the Plans, and contains a resale
     prospectus with respect to such Shares.  In accordance with the
     instructional note to Part I of Form S-8 as promulgated by the Securities
     and Exchange Commission, the information specified by Part I of Form S-8
     has been omitted from this Registration Statement for offers of Common
     Stock pursuant to the Plans.  The prospectus filed as part of this
     Registration Statement has been prepared in accordance with the
     requirements of Form S-3 and may be used for reofferings and resales of
     Shares of Common Stock which have been and/or may hereafter be issued upon
     the exercise of options which have been and/or may hereafter be granted
     under the Plans.

                           COLLINS INDUSTRIES, INC.

                            Cross Reference Sheet

      Item Number and Caption in Form S-3          Location in Prospectus

      1.  Forepart of the Registration Statement                          
          and Outside Front Cover Page of      
          Prospectus                               Cover Page

      2.  Inside Front and Outside Back Cover 
          Pages of Prospectus                      Cover Page

      3.  Summary Information, Risk Factors   
          and Ratio of Earnings to Fixed Charges   Risk Factors

      4.  Use of Proceeds                          Use of Proceeds

      5.  Determination of Offering Price          Not Applicable

      6.  Dilution                                 Not Applicable

      7.  Selling Security Holders                 Selling Stockholders; 
                                                   Exhibit A

      8.  Plan of Distribution                     Plan of Distribution

      9.  Description of the Securities to be 
          Registered                               Cover Page

     10.  Interest of Named Experts and       
          Counsel                                  Legal Matters; Experts

     11.  Material Changes                         Risk Factors

     12.  Incorporation of Certain            
          Information by Reference                 Incorporation of Certain
                                                   Documents by Reference

     13.  Disclosure of Commission Position   
          on Indemnification for Securities
          Act Liabilities                          Indemnification

      REOFFER PROSPECTUS

                          COLLINS INDUSTRIES, INC.

                  COMMON STOCK (PAR VALUE $.10 PER SHARE)

     1,000,000 SHARES OF COMMON STOCK UNDER THE COLLINS INDUSTRIES, INC.
        1995 STOCK OPTION PLAN AND 1995 STOCK OPTION EXCHANGE PLAN

         This Reoffer Prospectus is being used in connection with the offering
     from time to time by certain officers, directors and other employees
     or former employees (collectively, the "Selling Stockholders") of
     Collins Industries, Inc., a Missouri corporation, and/or its
     subsidiaries (collectively, the "Company"), certain of whom may be
     deemed "affiliates" (as defined in Section 405 of the General Rules
     and Regulations under the Securities Act of 1933, as amended (the
     "Securities Act")) of the Company, of up to 1,000,000 shares (the
     "Shares") of common stock, par value $.10 per share, of the Company
     (the "Common Stock"), which have been or may be acquired by such
     Selling Stockholders pursuant to the Company's 1995 Stock Option Plan
     (the "Option Plan") or the 1995 Stock Option Exchange Plan (the
     "Exchange Plan") (the Option Plan and the Exchange Plan are
     collectively referred to herein as the "Plans").

         The Selling Stockholders may sell the Shares (i) in one or more
     transactions (which may involve one or more block transactions) on the
     National Market System of the National Association of Securities
     Dealers Automated Quotation System ("Nasdaq"), (ii) in separately
     negotiated transactions or (iii) in a combination of such
     transactions.  Each sale may be made either at market prices
     prevailing at the time of such sale or at negotiated prices.  Some or
     all of the Shares may be sold through brokers acting on behalf of the
     Selling Stockholders or to dealers for resale by such dealers, and in
     connection with such sales, such brokers or dealers may receive
     compensation in the form of discounts or commissions from the Selling
     Stockholders and/or the purchasers of such Shares for whom they may
     act as broker or agent (which discounts or commissions are not
     anticipated to exceed those customary in the types of transactions
     involved).  The amount  of Shares to be offered or sold by means of
     this Prospectus by any Selling Stockholder, and any other person with
     whom he or she is acting in concert for the purpose of selling
     securities of the Company, may be offered or sold without any
     limitations.  The Company will bear all expenses of registration
     incurred in connection with this offering, but each individual Selling
     Stockholder will bear all brokerage commissions and other expenses
     incurred by such Selling Stockholder.  The Company will not receive
     any of the proceeds from sales made pursuant to this Prospectus.

         The Selling Stockholders and any dealer participating in the
     distribution of any of the Shares or any broker executing selling
     orders on behalf of the Selling Stockholders may be deemed to be
     "underwriters" within the meaning of the Securities Act, in which
     event any profit on the sale of any or all of the Shares by them and
     any discounts or concessions received by any such brokers or dealers
     may be deemed to be underwriting discounts and commissions under the
     Securities Act.

         The Common Stock is traded on the Nasdaq National Market System under
     the symbol "COLL."  On April 1, 1997, the closing price of the Common
     Stock as reported on the Nasdaq National Market System was $4.50 per
     share.

     INVESTORS SHOULD CONSIDER THE MATTERS SET FORTH UNDER "RISK FACTORS"

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  

              The date of this Prospectus is April 4, 1997.

                               TABLE OF CONTENTS

     RISK FACTORS

     AVAILABLE INFORMATION

     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     THE COMPANY

     SELLING STOCKHOLDERS

     USE OF PROCEEDS

     PLAN OF DISTRIBUTION

     INDEMNIFICATION

     LEGAL MATTERS

     EXPERTS

         No dealer, salesman or other person has been authorized to
     give any information or to make any representations other than those
     contained or incorporated by reference in this Prospectus regarding
     the Company or the offering made by this Prospectus, and, if given or
     made, such information or representations must not be relied upon as
     having been authorized by the Company or by any other person.  All
     information contained in this Prospectus is as of the date of this
     Prospectus.  Neither the delivery of theis Prospectus nor any sale
     or distribution and resale made hereunder shall, under any circumstances,
     create any implication that there has been no change in the affairs of
     the Company since the date hereof.  This Prospectus does not constitute
     an offer to sell or solicitation of any offer to buy any security of
     any person in any jurisdiction in which such offer or solicitation
     may not be lawfully made.

  

                                RISK FACTORS

         In addition to other information contained in this Prospectus, the
     following factors should be carefully considered in evaluating an
     investment in the Shares offered hereby:

     Product Liability

         The Company currently carries product liability insurance in amounts
     which it deems appropriate and continually monitors the adequacy of
     such coverage.  Although the Company has not had any significant
     uninsured product liability losses, there can be no assurance that it
     will not experience future product liability claims which exceed
     insurance coverage or which are not covered by insurance and which
     could have a material adverse effect on the Company.

     Shares Eligible for Future Sale

         Sales of substantial amounts of Common Stock held by existing
     shareholders could have an adverse effect on the price of the Common
     Stock.  During the last two years, the average daily trading volume of
     then- outstanding shares of Common Stock was less than __%.  Pursuant
     to this Prospectus, an additional 1,000,000 shares of Common Stock
     will be eligible for sale without limitation.

     Dependence on Senior Management

         The Company is dependent upon the ability and experience of members
     of its senior management, none of whom currently have employment
     agreements.  The loss of the services of any of these individuals
     could adversely affect the operations of the Company.

     Competition

         Many of the markets in which the Company competes are mature and
     highly competitive, and the Company's products often are sold through
     a competitive bidding process.  Some of the Company's competitors may
     have greater relative resources.  In addition, new competitors may
     enter the marketplace and may have larger capital bases from which to
     develop products and to compete.  Additionally, the Company believes
     that growth in its sales may depend upon the success of recently
     introduced and future products, the markets for which are untested.
     There can be no assurance that the Company will continue to compete
     successfully in existing product categories or continue to be able to
     introduce innovative products or enhance existing products.

     Availability of Chassis

         With the exception of terminal trucks and wheelchair lifts, the major
     purchased component of each of the Company's specialty vehicles is a
     vehicle chassis.  The Company currently purchases most of its vehicle
     chassis from two suppliers and maintains access to a [two-to-three]
     month supply.  In the past, the Company has experienced occasional
     interruptions in chassis supply that, in the aggregate, have not had a
     material adverse effect on the financial condition of the Company.
     However, a lengthy interruption in chassis supply could have such an
     effect.

                            AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
     in accordance therewith files reports and other information with the
     Securities and Exchange Commission (the "Commission").  Reports, proxy
     statements and other information filed by the Company can be inspected
     and copied at the public reference facilities maintained by the
     Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
     20549, and the Regional Offices of the Commission located in
     Room 1242, Everett McKinley Dirksen Building, 219 South Dearborn
     Street, Chicago, Illinois 60604, and Room 1028, Jacob K. Javits
     Federal Building, 26 Federal Plaza, New York, New York 10278.  Copies
     of such documents can be obtained from the Public Reference Section of
     the Commission at prescribed rates by writing to it at 450 Fifth
     Street, N.W., Washington, D.C. 20549.  The Commission also maintains
     an Internet site on the World Wide Web at http://www.sec.gov that
     contains reports, proxy statements and other information regarding the
     Company.  The Common Stock is listed on the Nasdaq National Market
     System.  Reports, proxy statements and other information concerning
     the Company also may be inspected at the offices of the National
     Association of Securities Dealers, Inc., 1735 K Street, N.W.,
     Washington, D.C. 20006.

         The Company has filed with the Commission a registration statement
     under the Securities Act on Form S-8 (together with any amendments
     thereto, the "Registration Statement") with respect to the Shares
     covered hereby.  This Prospectus, which constitutes a part of the
     Registration Statement, omits certain information set forth in the
     Registration Statement, as permitted by the Rules and Regulations of
     the Commission.  For further information pertaining to the Company and
     the Shares offered hereby, reference is made to the Registration
     Statement, including the exhibits filed therewith, which may be
     obtained as provided in the immediately preceding paragraph.
  

           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission
     pursuant to the Exchange Act are incorporated in and made a part of
     this Prospectus by reference, except to the extent that any statement
     or information therein is modified, superseded or replaced by a
     statement or information contained herein or in any subsequently filed
     document incorporated herein by reference:

         1.   The Company's Annual Report on Form 10-K for the fiscal year
              ended October 31, 1996.

         2.  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 (1) above.

         3.  The description of the Company's Common Stock contained in the 
             Form 8-A registration statement filed with the Commission 
             pursuant to Section 12 of the Exchange Act, including any 
             amendments or reports updating such description.

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

         The Company hereby undertakes to provide without charge to each 
     person to whom a copy of this Prospectus has been delivered, upon the
     written or oral request of any such person, a copy of any or all the
     documents that have been or may be incorporated by reference into this
     Prospectus, other than exhibits to such documents (unless such
     exhibits are incorporated by reference).  Requests for such copies
     should be directed to Larry W. Sayre, Vice President Finance & CFO,
     Collins Industries, Inc., 421 East 30th Avenue, Hutchinson, Kansas
     67502; telephone number:  (316) 663-5551.

                                THE COMPANY

         Collins Industries, Inc. was founded in 1971 as a manufacturer of 
      small school buses and ambulances built from modified cargo vans.  The
      Company's initial product was the first "Type A" school bus, designed
      to carry 16 to 20 passengers.  Today, the Company manufactures
      specialty vehicles and accessories for various basic service niches
      of the transportation industry.  The Company's products include
      ambulances, small school buses, shuttle and mid- size commercial buses,
      terminal trucks, wheelchair lifts and accessories and commercial bus 
      chassis.  The Company has grown primarily through the internal
      development of new products and the acquisition of complementary
      product lines.

         The Company is a Missouri corporation.  Its principal executive 
      offices are located at 421 East 30th Avenue, Hutchinson, Kansas 67502,
      and its telephone number is (316)663- 5551.

                            SELLING STOCKHOLDERS

         This Prospectus relates to shares of Common Stock that are
      subject to options granted under the Plans that have been or
      may be acquired by certain directors, officers and/or
      employees of the Company who may be deemed to be affiliates
      of the Company.

         The table attached hereto as Exhibit A sets forth (a) the
      name and position over the past three years with the Company
      of each Selling Stockholder, (b) the number of shares of
      Common Stock which each Selling Stockholder beneficially
      owned as of March 31, 1997, (c) the number of shares of
      Common Stock which each Selling Stockholder has acquired
      pursuant to the Plans or may acquire pursuant to the
      exercise of options granted to such Selling Stockholder
      under the Plans, some or all of which shares may be sold
      from time to time pursuant to this Prospectus, (d) the
      number of shares of Common Stock and the percentage, if 1%
      or more, of the total class of Common Stock outstanding to
      be beneficially owned by each Selling Stockholder after
      completion of this offering.

         The table attached hereto as Exhibit A reflects all Selling
      Stockholders who are eligible to resell and the number of
      Shares available to be resold after exercise of the options
      granted to the Selling Stockholders  pursuant to the Plans,
      whether or not they have a present intent to do so.
   
         There is no assurance that any of the Selling Stockholders
      will sell any or all of the Shares offered by them
      hereunder.  This Prospectus may be amended or supplemented
      from time to time to add or delete to or from the list of
      Selling Stockholders those persons who have acquired or will
      acquire shares of Common Stock under the Plans, or who have
      disposed of such shares of Common Stock, and to update
      information concerning the holdings of options under the
      Plans by any of the Selling Stockholders.

                             USE OF PROCEEDS

         The Company will not receive any proceeds from the Shares to
      be offered by the Selling Stockholders.  The Selling
      Stockholders will receive all of such proceeds.

                           PLAN OF DISTRIBUTION

         The Shares to be offered pursuant to this Prospectus are
      fully paid and non-assessable and will be offered and sold
      by the Selling Stockholders for their own accounts at such
      times and in such amounts as they determine.  There is no
      assurance that any of the Selling Stockholders will sell any
      or all of such Shares.

         The Selling Stockholders may sell the Shares (i) in one or
      more transactions (which may involve one or more block
      transactions) on the Nasdaq National Market System, (ii) in
      separately negotiated transactions or (iii) in a combination
      of such transactions.  Each sale may be made either at
      market prices prevailing at the time of such sale or at
      negotiated prices.  Some or all of the Shares may be sold
      through brokers acting on behalf of the Selling Stockholders
      or to dealers for resale by such dealers, and in connection
      with such sales, such brokers or dealers may receive
      compensation in the form of discounts or commissions from
      the Selling Stockholders and/or the purchasers of such
      Shares for whom they may act as broker or agent (which
      discounts or commissions are not anticipated to exceed those
      customary in the types of transactions involved).  The
      amount of Shares to be offered or sold by means of this
      Prospectus by any Selling Stockholder, and any other person
      with whom he or she is acting in concert for the purpose of
      selling securities of the Company, may be offered or sold
      without any limitations.  The Company will bear all expenses
      of registration incurred in connection with this offering,
      but each individual Selling Stockholder will bear all
      brokerage commissions and other expenses incurred by such
      Selling Stockholder.

         Dealers or brokers participating in the distribution of the
      Shares may act as agent for the Selling Stockholders, or may
      purchase the Shares offered hereby from the Selling
      Stockholders as principal and thereafter resell such Shares
      from time to time on the open market at market prices
      prevailing at the time of sale or at negotiated prices.  The
      Selling Stockholders and any dealer participating in the
      distribution of any of the Shares or any broker executing
      selling orders on behalf of the Selling Stockholders may be
      deemed to be "underwriters" within the meaning of the
      Securities Act, in which event any profit on the sale of any
      or all of the Shares by them and any discounts or
      concessions received by any such brokers or dealers may be
      deemed underwriting discounts and commissions under the
      Securities Act.  To the knowledge of the Company, the
      Selling Stockholders have made no arrangements with any
      broker or dealer for the sale of the Shares offered hereby.
  

                           INDEMNIFICATION

         Article XII of the Company's Articles of Incorporation, as
      amended, provides for indemnification of directors and
      officers as follows:

         "Each director or officer, or former director or officer
      of this corporation, and his legal representatives shall
      be indemnified by the corporation against liabilities,
      expenses, counsel fees and costs reasonably incurred by
      him or his estate in connection with, or arising out of
      any action, suit, proceeding or claim in which he is made
      a party by reason of his being, or having been, such
      director or officer, and any person who, at the request
      of this corporation, served as director or officer of
      another corporation in which this corporation owned
      corporate stock, and his legal representatives, shall in
      like manner be indemnified by this corporation, provided
      that in neither case shall the corporation indemnify such
      director or officer with respect to any matters as to
      which he shall be finally adjudged in such action, suit
      or proceeding to have been liable for negligence or
      misconduct in the performance of his duties as such
      director or officer.  The indemnification herein provided
      for, however, shall apply also in respect of any amount
      paid in compromise of such action, suit, proceeding or
      claim asserted against such director or officer
      (including expenses, counsel fees and costs reasonably
      incurred in connection therewith), provided the Board of
      Directors shall have first approved such proposed
      compromise settlement and determined that the officer or
      director involved as not guilty of negligence or
      misconduct; but in taking such action, any director
      involved shall not be qualified to vote thereon, and if
      for this reason a quorum of the board cannot be obtained
      to vote on such a matter, it shall be determined by a
      committee of three persons appointed by shareholders at a
      duly called special meeting.  In determining whether a
      director or officer is guilty of negligence or misconduct
      the Board of Directors or committee, as the case may be,
      may rely conclusively upon an opinion of independent
      legal counsel selected by such a board or committee.  The
      right to indemnification herein provided shall not be
      exclusive of any other rights to which such director or
      officer may be legally entitled."

           Section 351.355 of the Missouri General and Business
      Corporation Law (the "MGBCL") permits a corporation to
      indemnify certain persons, including officers and directors
      who are (or are threatened to be made) parties to any
      threatened, pending or completed action, suit or proceeding,
      whether civil, criminal, administrative or investigative,
      other than an action by or in the right of the corporation
      (by reason of their being officers or directors).  The
      indemnity may include expenses, attorneys' fees, judgments,
      fines and reasonably incurred costs of settlement, provided
      the officer and director 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.  The MGBCL also permits a
      corporation to indemnify officers and directors in
      derivative actions (in which suit is brought by a
      shareholder on behalf of the corporation) under the same
      conditions, except that no indemnification is permitted
      without judicial approval if the officer or director is
      adjudged liable for negligence or misconduct in the
      performance of his duty to the corporation.  If the officer
      or director is successful on the merits or otherwise in
      defense of any action referred to above, the corporation
      must indemnify him against the expenses and attorneys' fees
      he actually and reasonably incurred.

         The Company has authorized indemnification agreements for
      its directors.  Under these agreements, the Company agrees
      to indemnify directors against any and all expenses,
      judgments, fines, and amounts paid in settlement actually
      and reasonably incurred in connection with any threatened,
      pending or completed action, suit or proceeding, including
      an action by or in the right of the Company, to which the
      director becomes a party or becomes involved in or by reason
      of his service to the Company.  Indemnification is not
      required to be made under the agreements in connection with
      any claim against the director (a) in respect to
      remuneration paid to a director if it shall be determined by
      a final judgment or other final adjudication that such
      remuneration was in violation of law; (b) on account of any
      suit in which judgment is rendered against a director for an
      accounting of profits made from the purchase or sale by the
      director of securities of the Company pursuant to the
      provisions of Section 16(b) of the Securities Exchange Act
      of 1934 and amendments thereto or similar provisions of any
      federal, state or local statutory law; (c) on account of a
      director's conduct which is finally adjudged to have been
      knowingly fraudulent, deliberately dishonest or willful
      misconduct; or (d) if a final decision by a court having
      jurisdiction in the matter shall determine that such
      indemnification is not lawful.

         With respect to insurance, the MGBCL states that a
      corporation may purchase and maintain insurance on behalf of
      any person who 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 any liability asserted
      against him and incurred by him in any such capacity, or
      arising out of his status as such, whether or not the
      corporation would have the power to indemnify him against
      such liability under the MGBCL.

         Insofar as indemnification for liabilities arising under the
      Securities Act may be permitted to directors, officers or
      persons controlling the Company pursuant to the foregoing
      provisions, the Company has been informed that in the
      opinion of the Commission such indemnification is against
      public policy as expressed in the Securities Act and is
      therefore unenforceable.

                           LEGAL MATTERS

         Certain legal matters with respect to the validity of the
      Shares offered hereby will be passed upon by Shook, Hardy &
      Bacon L.L.P., 1200 Main Street, Suite 3100, Kansas City,
      Missouri 64105.

                               EXPERTS

         The financial statements and schedules incorporated by
      reference in this Prospectus have been audited by Arthur
      Andersen LLP, independent public accountants, as indicated
      in their reports with respect thereto, and are included
      herein in reliance upon the authority of said firm as
      experts in accounting and auditing.
   

                               Exhibit A   
                         To Reoffer Prospectus

          (a)                  (b)               (c)               (d)
                                                                  Number of
                             Number of        Number of           Shares
     Name and                Shares           Shares Acquired     Beneficially
     Position With           Beneficially     Pursuant to         Owned After 
     the Company             Owned            the Plans           the Offering

     Steve Adkins                 13,500            13,500 (1)            0
     President of
     Subsidiary

     Floyd Barkman                10,700            10,200 (1)          500
     Vice President
     of Subsidiary

     Terry L. Clark               46,500            26,000 (1)        5,500* 
     Executive Vice                                 15,000 (2)
     President Operations          

     Bob Collins                  27,600            17,800 (1)        9,800
     President of
     Subsidiary

     Don L. Collins, Sr.       1,120,871           155,000 (1)       937,571
     Chairman of the                                28,300 (2)       (12.70%)
     Board Chief
     Executive Officer

     Donald Lynn Collins         413,097            57,600  (1)      183,197
     President and Chief                           172,300  (2)       (2.48%)
     Operating Officer

     Jack Cowden                  30,900            26,900  (1)            0
     Vice President
     Human Resources

     Lewis W. Ediger             330,409            94,600  (1)      235,809
     Secretary and                                                    (3.19%)
     Vice President

     Jimmy P. Elliott              7,200             7,200  (1)            0
     Vice President of
     Subsidiary

     Arch G. Gothard, III        166,975            71,000  (1)       95,975
     Director                                                          (1.3%)

     Ronald O. Hammel             12,500            10,000  (2)        2,500
     Retired President of
     Subsidiary

     Wilson Jones                 15,600            11,600  (1)            0
     Vice President of                               4,000  (2)
     Sibsidiary

     Robert E. Lind              176,855            37,500  (1)      139,355
     Director                                                         (1.89%)

     Rodney T. Nash               59,400            38,500  (1)       15,500
     Vice President                                  5,400  (2)
     Engineering

     Garry Noblitt                 3,700             3,700  (1)            0
     Vice President of
     Subsidiary

     Don S. Peters               115,000            69,000  (1)       46,000
     Director

     Phillip Roberts              23,300            23,300  (1)            0
     President of               
     Subsidiary

     Larry W. Sayre               37,500            23,500  (1)        1,000
     Vice President & CFO                           13,000  (2)

     Frank Smith                   2,500             2,500  (2)            0
     Plant Manager of
     Subsidiary

     Gene Wright                   8,500             8,500  (1)            0
     Vice President of
     Subsidiary

     (1)  This amount represents options to purchase shares of Common Stock
          acquired pursuant to the Plans.  The resale of the shares underlying
          these options is being registered pursuant to the Reoffer Prospectus.

     (2)  This amount represents shares of Common Stock held pursuant to the
          exercise of options under the Plans.  The resale of these shares
          is being registered pursuant to the Reoffer Prospectus.

     *    Represents less than 1% of the total number of shares of Common Stock
          outstanding.  As of March 31, 1997, there were 7,383,410 number of
          shares of Common Stock outstanding.

                        FORM S-8 REGISTRATION STATEMENT
                           COLLINS INDUSTRIES, INC.

                                   PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1:Plan Information.

         The documents containing the information specified in Part I
     of Form S-8 which are to be delivered to participants in the
     Plans have not been filed with the Commission pursuant to
     the Note to Part I of Form S-8. The information required by
     Part I is included in documents to be sent or given to the
     participants.

     Item 2:Registration Information and Employee Plan Annual Information.

         The Company agrees to provide the participants in the Plans,
     without charge, upon written or oral request, the documents
     incorporated by reference in Item 3 of Part II of this
     Registration Statement.  The documents incorporated by
     reference in Item 3 of Part II are incorporated by reference
     into the Section 10(a) prospectus.  The Company will also
     provide to the participants in the Plans, without charge,
     upon written or oral request, the other documents required
     to be delivered pursuant to Rule 428 under the Act,
     including the Company's annual report to security holders
     for its latest fiscal year, the Company's annual report on
     Form 10-K for its latest fiscal year and copies of all
     reports, proxy statements and other communications
     distributed to its security holders generally.

                                 PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Company with the
     Commission pursuant to the Exchange Act are incorporated in
     and made a part of this Registration Statement by reference,
     except to the extent that any statement or information
     therein is modified, superseded or replaced by a statement
     or information contained in any subsequently filed document
     incorporated herein by reference:

         1.  The Company's Annual Report on Form 10-K for the fiscal
             year ended October 31, 1996.

         2.  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 (1) above.

         3.  The description of the Company's Common Stock contained in
             the Form 8-A Registration Statement filed with the
             Commission pursuant to Section 12 of the Exchange Act,
             including any amendments or reports updating such
             description.

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

     Item 4.  Description of Securities.

              Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

              Not applicable.

     Item 6.  Indemnification of Directors and Officers.

              Article XII of the Company's Articles of Incorporation, as
     amended, provides for indemnification of directors and
     officers as follows:

              "Each director or officer, or former director or officer
         of this corporation, and his legal representatives shall
         be indemnified by the corporation against liabilities,
         expenses, counsel fees and costs reasonably incurred by
         him or his estate in connection with, or arising out of
         any action, suit, proceeding or claim in which he is made
         a party by reason of his being, or having been, such
         director or officer, and any person who, at the request
         of this corporation, served as director or officer of
         another corporation in which this corporation owned
         corporate stock, and his legal representatives, shall in
         like manner be indemnified by this corporation, provided
         that in neither case shall the corporation indemnify such
         director or officer with respect to any matters as to
         which he shall be finally adjudged in such action, suit
         or proceeding to have been liable for negligence or
         misconduct in the performance of his duties as such
         director or officer.  The indemnification herein provided
         for, however, shall apply also in respect of any amount 
         paid in compromise of such action, suit, proceeding or
         claim asserted against such director or officer
         (including expenses, counsel fees and costs reasonably
         incurred in connection therewith), provided the Board of
         Directors shall have first approved such proposed
         compromise settlement and determined that the officer or
         director involved as not guilty of negligence or
         misconduct; but in taking such action, any director
         involved shall not be qualified to vote thereon, and if
         for this reason a quorum of the board cannot be obtained
         to vote on such a matter, it shall be determined by a
         committee of three persons appointed by shareholders at a
         duly called special meeting.  In determining whether a
         director or officer is guilty of negligence or misconduct
         the Board of Directors or committee, as the case may be,
         may rely conclusively upon an opinion of independent
         legal counsel selected by such a board or committee.  The
         right to indemnification herein provided shall not be
         exclusive of any other rights to which such director or
         officer may be legally entitled."

         Section 351.355 of the Missouri General and Business
     Corporation Law (the "MGBCL") permits a corporation to
     indemnify certain persons, including officers and directors
     who are (or are threatened to be made) parties to any
     threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative,
     other than an action by or in the right of the corporation
     (by reason of their being officers or directors).  The
     indemnity may include expenses, attorneys' fees, judgments,
     fines and reasonably incurred costs of settlement, provided
     the officer and director 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.  The MGBCL also permits a
     corporation to indemnify officers and directors in
     derivative actions (in which suit is brought by a
     shareholder on behalf of the corporation) under the same
     conditions, except that no indemnification is permitted
     without judicial approval if the officer or director is
     adjudged liable for negligence or misconduct in the
     performance of his duty to the corporation.  If the officer
     or director is successful on the merits or otherwise in
     defense of any action referred to above, the corporation
     must indemnify him against the expenses and attorneys' fees
     he actually and reasonably incurred.

         The Company has authorized indemnification agreements for
     its directors.  Under these agreements, the Company agrees
     to indemnify directors against any and all expenses,
     judgments, fines, and amounts paid in settlement actually
     and reasonably incurred in connection with any threatened,
     pending or completed action, suit or proceeding, including
     an action by or in the right of the Company, to which the
     director becomes a party or becomes involved in or by reason
     of his service to the Company.  Indemnification is not
     required to be made under the agreements in connection with
     any claim against the director (a) in respect to
     remuneration paid to a director if it shall be determined by
     a final judgment or other final adjudication that such
     remuneration was in violation of law; (b) on account of any
     suit in which judgment is rendered against a director for an
     accounting of profits made from the purchase or sale by the
     director of securities of the Company pursuant to the
     provisions of Section 16(b) of the Securities Exchange Act
     of 1934 and amendments thereto or similar provisions of any
     federal, state or local statutory law; (c) on account of a
     director's conduct which is finally adjudged to have been
     knowingly fraudulent, deliberately dishonest or willful
     misconduct; or (d) if a final decision by a court having
     jurisdiction in the matter shall determine that such
     indemnification is not lawful.

         With respect to insurance, the MGBCL states that a
     corporation may purchase and maintain insurance on behalf of
     any person who 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 any liability asserted
     against him and incurred by him in any such capacity, or
     arising out of his status as such, whether or not the
     corporation would have the power to indemnify him against
     such liability under the MGBCL.

     Item 7.  Exemption from Registration Claimed.

         The restricted securities to be reoffered or resold pursuant
     to this Registration Statement were issued in transactions
     exempted, pursuant to Section 4(2) of the Securities Act,
     from the registration requirements of the Securities Act.
     Each holder acquired such restricted securities upon the
     exercise of stock options evidenced by individually
     negotiated written option agreements.

     Item 8.  Exhibits.

     Number

      4.1  The Certificate of Incorporation of the Company, filed as
           Exhibit 3.1 to Amendment No. 2 to the Company's
           Registration Statement on Form S-1 (File No. 2-
           93247), as amended.*

      4.2  Amendment to the Certificate of Incorporation of the
           Company, filed as Exhibit 3.3 to Amendment No. 1
           to the Company's Registration Statement on Form S-
           1 (File No. 2-93247).*

      4.3  Amendment to the Certificate of Incorporation of the
           Company, filed as Exhibit 3.3(c)  to Amendment No.
           1 to the Company's Registration Statement on Form
           S-1 (File No. 33-48323).*

      4.4  The Bylaws of the Company, filed as Exhibit 3.4 to the
           Company's Registration Statement on Form S-1 (File
           No. 33-48323), as amended.*

      4.5  Collins Industries, Inc. 1995 Stock Option Plan, filed as
           an exhibit to the Company's Definitive Proxy
           Statement for the Annual Meeting of Shareholders
           held February 24, 1995.*

      4.6  Collins Industries, Inc. 1995 Stock Option Exchange Plan,
           filed as an exhibit to the Company's Definitive
           Proxy Statement for the Annual Meeting of
           Shareholders held February 24, 1995.*

      5.1  Opinion of Shook, Hardy & Bacon L.L.P.

     23.1  Consent of Arthur Andersen LLP.

     23.2  Consent of Shook, Hardy & Bacon L.L.P. (contained in
           Exhibit 5.1)

     24.1  Powers of Attorney (contained on signature pages
           hereto).
 

        *  Incorporated herein by reference.

     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 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 herein or
         therein.  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

              (iii)  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 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 Exchange Act that are incorporated by reference in this
         Registration Statement.

               (2)  That, for the purpose 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 Company hereby undertakes that, for purposes of
         determining any liability under the Act, 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 this 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 Act may be permitted to directors, officers and
         controlling persons of the Company 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.

                                  SIGNATURES

         THE COMPANY.  Pursuant to the requirements of the Act, 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 Hutchinson, State of Kansas, on April 4, 1997.

                                  COLLINS INDUSTRIES, INC.

                                  By: /s/ Larry W. Sayre
                                  Name: Larry W. Sayre
                                  Title:   Vice President Finance and CFO
                                

                          POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below constitutes and appoints Larry W.
     Sayre his or her true and lawful attorney-in-fact and agent,
     with full power of substitution and resubstitution, for them
     and in their name, place and stead, in any and all
     capacities, to sign any and all amendments (including post-
     effective amendments) to this Registration Statement and to
     file the same with all exhibits thereto, and other documents
     in connection therewith, with the Securities and Exchange
     Commission, granting unto said attorney-in-fact and agent
     full power and authority to do and perform each and every
     act and thing requisite and necessary to be done, as fully
     to all intents and purposes as he or she might or could do
     in person, hereby ratifying and confirming all that said
     attorney-in-fact and agent, or she 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 dates indicated.

      SIGNATURE                    TITLE                          DATE

     /s/ Don L. Collins         Chairman, Chief Executive      April 4,1997
         Don L. Collins         Officer and Director

     /s/ Donald Lynn Collins    President, Chief Operating     April 4, 1997
         Donald Lynn Collins    Officer and Director   

     /s/ Lewis W. Ediger        Vice-President, Secretary      April 4, 1997
         Lewis W. Ediger        and Director

     /s/ Robert E. Lind         Director                       April 4, 1997
         Robert E. Lind

     /s/ Don S. Peters          Director                       April 4, 1997
         Don S. Peters

     /s/ Arch G. Gothard, III   Director                       April 4, 1997
         Arch G. Gothard, III

     /s/ Larry W. Sayre         Vice-President Finance and     April 4, 1997
         Larry W. Sayre         Chief Financial Officer
                                (principal accounting officer)

                              EXHIBIT INDEX

                                                                      Page

     4.1*    The Certificate of Incorporation of the Company,
             filed as Exhibit 3.1 to Amendment No. 2 to the
             Company's Registration Statement on Form S-1 
             (File No. 2-93247), as amended.                            N/A

     4.2*    Amendment to the Certificate of Incorporation of
             the Company, filed as Exhibit3.3 to Amendment No. 1
             to the Company's Registration Statement on Form S-1 
             (File No. 2-93247).                                        N/A

     4.3*    Amendment to the Certificate of Incorporation of
             the Company, filed as Exhibit3.3(c) to Amendment No. 1
             to the Company's Registration Statement on Form S-1
             (File No. 33-48323).                                       N/A

     4.4*    The Bylaws of the Company, filed as Exhibit 3.4 to
             the Company's Registration Statement on Form S-1
             (File No. 33-48323), as amended.                           N/A

     4.5*    Collins Industries, Inc. 1995 Stock Option Plan
             Filed as an exhibit to the Company's Definitive 
             Proxy Statement for the Annual Meeting of Shareholders
             held February 24, 1995.                                    N/A

     4.6*    Collins Industries, Inc. 1995 Stock Option Exchange
             Plan Filed as an exhibit to the Company's Definitive 
             Proxy Statement for the Annual Meeting of Shareholders
             held February 24, 1995.                                    N/A

     5.1     Opinion of Shook, Hardy & Bacon L.L.P.                     19

    23.1     Consent of Arthur Andersen LLP.                            22

    23.2     Consent of Shook, Hardy & Bacon L.L.P. (contained in
             Exhibit 5.1).                                              N/A

    24.1     Power of Attorney (contained on signature pages
             hereto).**                                                 N/A
     
       *     Previously Filed.

     **      Contained on signature pages to Form S-8.

                               EXHIBIT 5.1

                                                   April 4, 1997

     Collins Industries, Inc.
     421 East 30th Avenue
     Hutchinson, KS  67502

         Re:  Common Stock, $.10 Par Value

     Gentlemen:

         As counsel for Collins Industries, Inc., a Missouri corporation
     (the "Company"), we have participated in the preparation and filing
     of a Registration Statement on Form S-8 (the "Registration Statement")
     for the registration of 1,000,000 shares of common stock, par value 
     $.10 per share, of the Company (the "Common Stock") pursuant to the
     Company's 1995 Stock Option Plan and 1995 Stock Option Exchange Plan
     (the "Plans").

         In connection therewith, we have examined: (i) the Articles of
     Incorporation of the Company, as amended; (ii) the Bylaws of the 
     Company, as amended; (iii) the Registration Statement; (iv) the Plans;
     (v) the minutes of the meeting of the Board of Directors of the Company 
     at which the Directors adopted the Plans; and (vi) the minutes of
     the 1997 Annual Meeting of Stockholders of the Company at which the
     stockholders approved the Plans.

         In addition to the examinations outlined above, we have conferred
     with various officers of the Company and have examined such other 
     documents and records of the Company as we deemed necessary as a
     basis for the opinions hereafter expressed.  In such examinations, we 
     have assumed the genuineness of all signatures, the authenticity of
     all documents submitted to us as originals and the conformity to 
     original documents of all documents submitted to us as certified copies
     or photocopies.

         Based on the foregoing, we are of the opinion that the Common
     Stock, when issued and paid for in accordance with and pursuant to the
     terms set forth in the Plans and the award agreements issued
     thereunder, will be legally issued, fully paid and nonassessable.

         We express no opinion as to the laws of any jurisdiction other 
     than The General and Business Corporation Law of Missouri.  The opinion
     set forth in this letter is effective as of the date hereof.  No
     expansion of our opinion may be made by implication or otherwise.
     We express no opinion other than as herein expressly set forth.  We
     do not undertake to advise you with respect to any matter within the
     scope of this letter which comes to our attention after the date of this
     letter and disclaim any responsibility to advise you of future changes
     of law or fact which may affect the above opinion.  Other than the
     addressee hereof, no one is entitled to rely on this opinion; provided,
     however, that we hereby consent to all references to the undersigned
     in the Registration Statement, and in all amendments thereto, and to
     the filing of this opinion by the Company as an exhibit to said 
     Registration Statement.

                                           Very truly yours,

                                           /s/SHOOK, HARDY & BACON L.L.P.

                             

                               EXHIBIT 23.1

               Consent of Independent Public Accountants

     As independent public accountants, we hereby consent to the incorporation
     by reference in this registration statement of our report dated 
     December 10, 1996 included in Collins Industries, Inc.'s Form 10-k for
     the year ended October 31, 1996 and to all references to our Firm
     included in this registration statement.

                                             

                                                   /s/ Arthur Andersen LLP

     Kansas City, Missouri
     April 4, 1997