Registration No.         

             Filed with the Securities and Exchange Commission
                             on April 16, 1996

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     
                          TALLEY INDUSTRIES, INC.
            (Exact name of issuer as specified in its charter)
Delaware                                                         86-0180396
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification No.)

              2702 North 44th Street, Phoenix, Arizona  85008
            (Address of Principal Executive Offices) (Zip Code)

                   1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
                        OF TALLEY INDUSTRIES, INC.
                         (Full title of the plan)

                         MARK S. DICKERSON, Esq.                 
                         Vice President, General 
                           Counsel and Secretary                 
                         Talley Industries, Inc.                  
     
                         2702 North 44th Street                  
     
                         Phoenix, Arizona 85008                  
     
                         (602) 957-7711
                         FAX (602) 852-6972                 
     

(Name, address and telephone number, including area code, of agent for service)

                      Calculation of Registration Fee

                                 Proposed         Proposed
Title of            Amount       maximum          maximum         Amount of
securities to       to be     offering price     aggregate       registration
be registered     Registered   per share(1)    offering price(1)     fee
- ------------------------------------------------------------------------------
Common Stock
($1.00 par value)   200,000       $6.94          $1,388,000         $479.00


(1)Estimated pursuant to Rule 457(h) solely for the purpose of calculating
   the registration fee based on the average of the high and low prices for 
   the Common Stock on the New York Stock Exchange on April 10, 1996.


<PAGE>

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

     This Registration Statement is filed to register 200,000
shares of Common Stock of Talley Industries, Inc. (the
"Registrant") which may be issued pursuant to the 1996 Non-
Employee Director Stock Plan of the Registrant. 

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














































                                    -2-
                                    
<PAGE>                                    

                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The documents containing the information specified in Part
I, Items 1 and 2, will be delivered to participants in accordance
with Form S-8 and Securities Act Rule 428.


                                  PART II

Item 3:  Incorporation of Documents by Reference.

     The following documents filed with the Securities and
Exchange Commission by the Registrant are incorporated herein by
reference as of their respective dates and made a part hereof:

     1.   The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995; 

     2.   The Registrant's Current Report on Form 8-K dated
February 2, 1996; and 

     3.   The description of the Common Stock contained in the
registration statement of the Registrant on Form 10 filed under
the Securities Exchange Act of 1934, as amended, which became
effective on July 25, 1963 (File No. 1-4778), including any
amendment or report filed updating such description.

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

Item 4:  Description of Securities.

     Not Applicable.

Item 5:   Interests of Named Experts and Counsel.

     Not Applicable.








                                    -3-
                                    
<PAGE>                                    

Item 6:  Indemnification of Directors and Officers.     

     The certificate of incorporation and bylaws of the
Registrant provide that every person who is a party to or
involved in a suit or other proceeding by reason of his being, or
by reason of a person for whom he is the legal representative
being, or having been, a director or officer of the Registrant or
the Registrant's representative in some other enterprise, as the
case may be, shall be indemnified and held harmless to the
fullest extent permitted by the General Corporation Law of the
State of Delaware ("DGCL") against expenses, liability and loss
incurred or suffered in connection therewith.

     The bylaws of the Registrant also provide that such
corporation, as permitted by Delaware law, may maintain insurance
at such corporation's own expense, to protect itself and any
director, officer, or representative against any such expense,
liability or loss whether or not the corporation would have the
power to indemnify him against such expense, liability or loss
under the DGCL.  The Registrant maintains such a policy covering
the officers and directors of the Registrant and its subsidiaries
for wrongful acts, as defined in the policy, in their capacities
as officers and directors.

     The Registrant's certificate of incorporation provides that
directors shall not be liable to such corporation or its
stockholders for damages for breach of fiduciary duty as a
director.  However, this provision does not eliminate or limit
the liability of a director (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for the payment
of dividends in violation of Section 174 of the DGCL or (iv) for
any transaction from which the director derived any improper
personal benefit.  These provisions do not affect any liability
of directors under the federal securities laws.

     The directors of the Registrant have each entered into an
Indemnification Procedures Agreement with the Registrant pursuant
to which certain procedures have been established to implement
the indemnification provisions in its bylaws and certificate of
incorporation.  In this regard, the Registrant is obligated to
use its best efforts to purchase directors and officers insurance
and, in certain circumstances, to obtain a Letter of Credit to
secure its indemnification obligations.

Item 7:  Exemption from Registration Claimed.

     Not Applicable.





                                    -4-
                                    
<PAGE>                                    

Item 8:  Exhibits.

     The Exhibits listed in the Exhibit Index on the pages
preceding the exhibits of this Registration Statement are filed
as a part of this Registration Statement.

Item 9:  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

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

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

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

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

          Provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) do not apply if the information required to
          be included in a post-effective amendment by those
          paragraphs is contained in periodic reports filed by
          the Registrant pursuant to section 13 or section 15(d)
          of the Securities Exchange Act of 1934 that are
          incorporated by reference in the registration
          statement.

     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.







                                    -5-
                                    
<PAGE>                                    

     (3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

(b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

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




















                                    -6-
                                    
<PAGE>                                    

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Phoenix, State of Arizona, on April 9, 1996.

                              TALLEY INDUSTRIES, INC.  


                              By:  William H. Mallender           
                                   -------------------------
                                   William H. Mallender 
                                   Chairman of the Board,
                                   Principal Executive Officer
                                   and Director


                             POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose
signature appears below constitutes and appoints William H.
Mallender and Mark S. Dickerson, and each one of them
individually, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this
Registration Statement and to file the same with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his 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
- ---------                 -----                        ----

William H. Mallender      Chairman of the Board,       April 9, 1996 
- -----------------------   Principal Executive Officer
William H. Mallender      and Director 

Jack C. Crim              Director, President and      April 9, 1996 
- -----------------------   Chief Operating Officer
Jack C. Crim

                                    -7-
                                    
<PAGE>                                    

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

Kenneth May               Vice President and           April 9, 1996 
- -----------------------   Controller, Principal 
Kenneth May               Accounting Officer

Daniel R. Mullen          Vice President and
- -----------------------   Treasurer, Principal         April 9, 1996 
Daniel R. Mullen          Financial Officer

Neil W. Benson            Director                     April 9, 1996
- -----------------------
Neil W. Benson

Paul L. Foster            Director                     April 9, 1996
- -----------------------
Paul L. Foster

Townsend W. Hoopes        Director                     April 9, 1996 
- -----------------------
Townsend W. Hoopes

Fred Israel               Director                     April 9, 1996
- -----------------------
Fred Israel

John D. MacNaughton, Jr.   Director                    April 9, 1996 
- -----------------------
John D. MacNaughton, Jr.

Joseph A. Orlando         Director                     April 9, 1996
- -----------------------
Joseph A. Orlando

Alex Stamatakis           Director                     April 9, 1996
- -----------------------
Alex Stamatakis

John W. Stodder           Director                     April 9, 1996
- -----------------------
John W. Stodder

Donald J. Ulrich, Jr.     Director                     April 9, 1996
- -----------------------
Donald J. Ulrich, Jr.

David Victor              Director                     April 9, 1996
- -----------------------
David Victor




                                    -8-
                                    
<PAGE>                                    

                               EXHIBIT INDEX


4.1       Restated Certificate of Incorporation as presently in
          effect, a copy of which was attached as Exhibit 2 to
          the Registrant's current report on Form 8-K for the
          month of July, 1976, incorporated herein by this
          reference.

4.2       Certificate of Amendment of Certificate of
          Incorporation dated May 22, 1987, attached as Exhibit 3
          to the Registrant's Form 10-Q for the quarter ended
          March 31, 1988, incorporated herein by this reference.

4.3       By-laws of the Registrant as amended March 9, 1993,
          attached as Exhibit 3.3 to the Registrant's Form 10-K
          for the year ended December 31, 1992, incorporated
          herein by this reference.

4.4*      1996 Non-Employee Director Stock Plan of the
          Registrant.
          
4.5       Indenture Agreement between the Registrant and Bank
          One, Columbus, N.A., a national banking association, as
          Trustee, dated as of October 15, 1993 relating to the
          12 1/4% Senior Discount Debentures due 2005 issued by
          the Registrant and the exhibits thereto, attached as
          Exhibit 4.1 to the Registrant's Form 10-Q for the
          quarter ended September 30, 1993, incorporated herein
          by this reference.

4.6       Indenture Agreement among Talley Manufacturing and
          Technology, Inc., the Subsidiary Guarantors (as
          defined), the Registrant and Bank One, Columbus, N.A.,
          a national banking association, as Trustee, dated as of
          October 15, 1993 relating to the 10 3/4% Senior Notes
          due 2003 issued by Talley Manufacturing and Technology,
          Inc. and the exhibits thereto, attached as Exhibit 4.2
          to the Registrant's Form 10-Q for the quarter ended
          September 30, 1993, incorporated herein by this
          reference.

4.7       Amended and Restated Rights Agreement between the
          Registrant and Chemical Mellon Shareholder Services,
          L.L.C., Successor to Manufacturers Hanover Trust
          Company of California, as Rights Agent, dated as of
          April 30, 1986, and amended as of July 21, 1986 and
          further amended and restated as of February 2, 1996,
          specifying the terms of the Rights (the "Amended Rights
          Agreement"), attached as Exhibit 2.4 to the
          Registrant's Form 8-A dated February 2, 1996,
          incorporated herein by this reference.


                                    -9-
                                    
<PAGE>                                    

4.8       Certificate of Designations for the Registrant's Series
          C Junior Participating Preferred Stock (Exhibit A to
          the Amended Rights Agreement), attached as Exhibit 2.5
          to the Registrant's Form 8-A dated February 2, 1996,
          incorporated herein by this reference.

4.9       Form of Right Certificate (Exhibit B to the Amended
          Rights Agreement), attached as Exhibit 1.1 to the
          Registrant's Form 8-A dated February 2, 1996,
          incorporated herein by this reference.

4.10      Report dated May 4, 1987 reporting the April 28, 1987
          Board of Directors' declaration of a five-for-four
          split of the Registrant's Common Stock, filed on Form
          8-K on May 4, 1987, incorporated herein by this
          reference.

5*        Opinion of Osborn Maledon, P.A. 

23.1*     Consent of the Registrant's Independent Public
          Accountants.  

23.2*     Consent of Osborn Maledon, P.A. (included in
          Exhibit 5).

99.1      Loan and Security Agreement among Talley Manufacturing
          and Technology, Inc., the Lenders listed therein and
          Transamerica Business Credit Corporation, as Agent
          dated October 22, 1993, attached as Exhibit 99.1 to the
          Registrant's 10-Q for the quarter ended September 30,
          1993, incorporated herein by this reference.

99.2      First Amendment to Loan and Security Agreement dated
          April 29, 1994, by and among Talley Manufacturing and
          Technology, Inc. and Transamerica Business Credit
          Corporation, as agent, attached as Exhibit 10.1 to the
          Company's Form 10-Q for the quarter ended June 30,
          1994, incorporated herein by reference.

99.3      Second Amendment to Loan and Security Agreement dated
          June 30, 1994, by and among Talley Manufacturing and
          Technology, Inc. and Transamerica Business Credit
          Corporation, as agent, attached as Exhibit 10.2 to the
          Company's Form 10-Q for the quarter ended June 30,
          1994, incorporated herein by reference.

99.4      Third Amendment to Loan and Security Agreement dated
          December 16, 1994, by and among Talley Manufacturing
          and Technology, Inc. and Transamerica Business Credit
          Corporation, as agent, attached as Exhibit 99.5 to the
          Company's Form 10-K for the year ended December 31,
          1994, incorporated herein by reference.


                                   -10-
                                   
<PAGE>                                   

99.5      Form of Subsidiary Loan Agreement dated as of October
          22, 1993 between Talley Manufacturing and Technology,
          Inc. and each of certain subsidiaries, attached as
          Exhibit 99.3 to the Registrant's 10-Q for the quarter
          ended September 30, 1993, incorporated herein by this
          reference.

99.6      Subsidiary Loan and Security Agreement dated as of
          October 22, 1993 between Talley Manufacturing and
          Technology, Inc. and Talley Technology, Inc., attached
          as Exhibit 99.4 to the Registrant's 10-Q for the
          quarter ended September 30, 1993, incorporated herein
          by this reference.

99.7      First Amendment to Subsidiary Loan and Security
          Agreement, dated as of December 16, 1994 between Talley
          Manufacturing and Technology, Inc. and each of certain
          subsidiaries, attached as Exhibit 99.10 to the
          Company's Form 10-K for the year ended December 31,
          1994, incorporated herein by reference.

________________________

* Filed herewith.






























                                   -11-
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Registration No.         

             Filed with the Securities and Exchange Commission
                             on April 16, 1996

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     
                          TALLEY INDUSTRIES, INC.
            (Exact name of issuer as specified in its charter)
Delaware                                                         86-0180396
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification No.)

              2702 North 44th Street, Phoenix, Arizona  85008
            (Address of Principal Executive Offices) (Zip Code)

                   1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
                        OF TALLEY INDUSTRIES, INC.
                         (Full title of the plan)

                         MARK S. DICKERSON, Esq.                 
                         Vice President, General 
                           Counsel and Secretary                 
                         Talley Industries, Inc.                  
     
                         2702 North 44th Street                  
     
                         Phoenix, Arizona 85008                  
     
                         (602) 957-7711
                         FAX (602) 852-6972                 
     

(Name, address and telephone number, including area code, of agent for service)

                      Calculation of Registration Fee

                                 Proposed         Proposed
Title of            Amount       maximum          maximum         Amount of
securities to       to be     offering price     aggregate       registration
be registered     Registered   per share(1)    offering price(1)     fee
- ------------------------------------------------------------------------------
Common Stock
($1.00 par value)   200,000       $6.94          $1,388,000         $479.00

(1)Estimated pursuant to Rule 457(h) solely for the purpose of calculating
   the registration fee based on the average of the high and low prices for 
   the Common Stock on the New York Stock Exchange on April 10, 1996.
- ----------------------------------------------------------------

     This Registration Statement is filed to register 200,000
shares of Common Stock of Talley Industries, Inc. (the
"Registrant") which may be issued pursuant to the 1996 Non-
Employee Director Stock Plan of the Registrant. 

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

                                    -2-
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part
I, Items 1 and 2, will be delivered to participants in accordance
with Form S-8 and Securities Act Rule 428.

                                  PART II

Item 3:  Incorporation of Documents by Reference.

     The following documents filed with the Securities and
Exchange Commission by the Registrant are incorporated herein by
reference as of their respective dates and made a part hereof:

     1.   The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995; 

     2.   The Registrant's Current Report on Form 8-K dated
February 2, 1996; and 

     3.   The description of the Common Stock contained in the
registration statement of the Registrant on Form 10 filed under
the Securities Exchange Act of 1934, as amended, which became
effective on July 25, 1963 (File No. 1-4778), including any
amendment or report filed updating such description.

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

Item 4:  Description of Securities.

     Not Applicable.

Item 5:   Interests of Named Experts and Counsel.

     Not Applicable.

                                    -3-
Item 6:  Indemnification of Directors and Officers.     

     The certificate of incorporation and bylaws of the
Registrant provide that every person who is a party to or
involved in a suit or other proceeding by reason of his being, or
by reason of a person for whom he is the legal representative
being, or having been, a director or officer of the Registrant or
the Registrant's representative in some other enterprise, as the
case may be, shall be indemnified and held harmless to the
fullest extent permitted by the General Corporation Law of the
State of Delaware ("DGCL") against expenses, liability and loss
incurred or suffered in connection therewith.

     The bylaws of the Registrant also provide that such
corporation, as permitted by Delaware law, may maintain insurance
at such corporation's own expense, to protect itself and any
director, officer, or representative against any such expense,
liability or loss whether or not the corporation would have the
power to indemnify him against such expense, liability or loss
under the DGCL.  The Registrant maintains such a policy covering
the officers and directors of the Registrant and its subsidiaries
for wrongful acts, as defined in the policy, in their capacities
as officers and directors.

     The Registrant's certificate of incorporation provides that
directors shall not be liable to such corporation or its
stockholders for damages for breach of fiduciary duty as a
director.  However, this provision does not eliminate or limit
the liability of a director (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for the payment
of dividends in violation of Section 174 of the DGCL or (iv) for
any transaction from which the director derived any improper
personal benefit.  These provisions do not affect any liability
of directors under the federal securities laws.

     The directors of the Registrant have each entered into an
Indemnification Procedures Agreement with the Registrant pursuant
to which certain procedures have been established to implement
the indemnification provisions in its bylaws and certificate of
incorporation.  In this regard, the Registrant is obligated to
use its best efforts to purchase directors and officers insurance
and, in certain circumstances, to obtain a Letter of Credit to
secure its indemnification obligations.

Item 7:  Exemption from Registration Claimed.

     Not Applicable.

                                    -4-
Item 8:  Exhibits.

     The Exhibits listed in the Exhibit Index on the pages
preceding the exhibits of this Registration Statement are filed
as a part of this Registration Statement.

Item 9:  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

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

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

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

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

          Provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) do not apply if the information required to
          be included in a post-effective amendment by those
          paragraphs is contained in periodic reports filed by
          the Registrant pursuant to section 13 or section 15(d)
          of the Securities Exchange Act of 1934 that are
          incorporated by reference in the registration
          statement.

     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

                                    -5-
(3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

(b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

                                    -6-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Phoenix, State of Arizona, on April 9, 1996.

                              TALLEY INDUSTRIES, INC.  

                              By:  William H. Mallender           
                                   -------------------------
                                   William H. Mallender 
                                   Chairman of the Board,
                                   Principal Executive Officer
                                   and Director

                             POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose
signature appears below constitutes and appoints William H.
Mallender and Mark S. Dickerson, and each one of them
individually, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this
Registration Statement and to file the same with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his 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
- ---------                 -----                        ----

William H. Mallender      Chairman of the Board,       April 9, 1996 
- -----------------------   Principal Executive Officer
William H. Mallender      and Director 

Jack C. Crim              Director, President and      April 9, 1996 
- -----------------------   Chief Operating Officer
Jack C. Crim

                                    -7-
Signature                 Title                        Date
- ---------                 -----                        ----

Kenneth May               Vice President and           April 9, 1996 
- -----------------------   Controller, Principal 
Kenneth May               Accounting Officer

Daniel R. Mullen          Vice President and
- -----------------------   Treasurer, Principal         April 9, 1996 
Daniel R. Mullen          Financial Officer

Neil W. Benson            Director                     April 9, 1996
- -----------------------
Neil W. Benson

Paul L. Foster            Director                     April 9, 1996
- -----------------------
Paul L. Foster

Townsend W. Hoopes        Director                     April 9, 1996 
- -----------------------
Townsend W. Hoopes

Fred Israel               Director                     April 9, 1996
- -----------------------
Fred Israel

John D. MacNaughton, Jr.   Director                    April 9, 1996 
- -----------------------
John D. MacNaughton, Jr.

Joseph A. Orlando         Director                     April 9, 1996
- -----------------------
Joseph A. Orlando

Alex Stamatakis           Director                     April 9, 1996
- -----------------------
Alex Stamatakis

John W. Stodder           Director                     April 9, 1996
- -----------------------
John W. Stodder

Donald J. Ulrich, Jr.     Director                     April 9, 1996
- -----------------------
Donald J. Ulrich, Jr.

David Victor              Director                     April 9, 1996
- -----------------------
David Victor

                                    -8-
EXHIBIT INDEX

4.1       Restated Certificate of Incorporation as presently in
          effect, a copy of which was attached as Exhibit 2 to
          the Registrant's current report on Form 8-K for the
          month of July, 1976, incorporated herein by this
          reference.

4.2       Certificate of Amendment of Certificate of
          Incorporation dated May 22, 1987, attached as Exhibit 3
          to the Registrant's Form 10-Q for the quarter ended
          March 31, 1988, incorporated herein by this reference.

4.3       By-laws of the Registrant as amended March 9, 1993,
          attached as Exhibit 3.3 to the Registrant's Form 10-K
          for the year ended December 31, 1992, incorporated
          herein by this reference.

4.4*      1996 Non-Employee Director Stock Plan of the
          Registrant.
          
4.5       Indenture Agreement between the Registrant and Bank
          One, Columbus, N.A., a national banking association, as
          Trustee, dated as of October 15, 1993 relating to the
          12 1/4% Senior Discount Debentures due 2005 issued by
          the Registrant and the exhibits thereto, attached as
          Exhibit 4.1 to the Registrant's Form 10-Q for the
          quarter ended September 30, 1993, incorporated herein
          by this reference.

4.6       Indenture Agreement among Talley Manufacturing and
          Technology, Inc., the Subsidiary Guarantors (as
          defined), the Registrant and Bank One, Columbus, N.A.,
          a national banking association, as Trustee, dated as of
          October 15, 1993 relating to the 10 3/4% Senior Notes
          due 2003 issued by Talley Manufacturing and Technology,
          Inc. and the exhibits thereto, attached as Exhibit 4.2
          to the Registrant's Form 10-Q for the quarter ended
          September 30, 1993, incorporated herein by this
          reference.

4.7       Amended and Restated Rights Agreement between the
          Registrant and Chemical Mellon Shareholder Services,
          L.L.C., Successor to Manufacturers Hanover Trust
          Company of California, as Rights Agent, dated as of
          April 30, 1986, and amended as of July 21, 1986 and
          further amended and restated as of February 2, 1996,
          specifying the terms of the Rights (the "Amended Rights
          Agreement"), attached as Exhibit 2.4 to the
          Registrant's Form 8-A dated February 2, 1996,
          incorporated herein by this reference.

                                    -9-
4.8       Certificate of Designations for the Registrant's Series
          C Junior Participating Preferred Stock (Exhibit A to
          the Amended Rights Agreement), attached as Exhibit 2.5
          to the Registrant's Form 8-A dated February 2, 1996,
          incorporated herein by this reference.

4.9       Form of Right Certificate (Exhibit B to the Amended
          Rights Agreement), attached as Exhibit 1.1 to the
          Registrant's Form 8-A dated February 2, 1996,
          incorporated herein by this reference.

4.10      Report dated May 4, 1987 reporting the April 28, 1987
          Board of Directors' declaration of a five-for-four
          split of the Registrant's Common Stock, filed on Form
          8-K on May 4, 1987, incorporated herein by this
          reference.

5*        Opinion of Osborn Maledon, P.A. 

23.1*     Consent of the Registrant's Independent Public
          Accountants.  

23.2*     Consent of Osborn Maledon, P.A. (included in
          Exhibit 5).

99.1      Loan and Security Agreement among Talley Manufacturing
          and Technology, Inc., the Lenders listed therein and
          Transamerica Business Credit Corporation, as Agent
          dated October 22, 1993, attached as Exhibit 99.1 to the
          Registrant's 10-Q for the quarter ended September 30,
          1993, incorporated herein by this reference.

99.2      First Amendment to Loan and Security Agreement dated
          April 29, 1994, by and among Talley Manufacturing and
          Technology, Inc. and Transamerica Business Credit
          Corporation, as agent, attached as Exhibit 10.1 to the
          Company's Form 10-Q for the quarter ended June 30,
          1994, incorporated herein by reference.

99.3      Second Amendment to Loan and Security Agreement dated
          June 30, 1994, by and among Talley Manufacturing and
          Technology, Inc. and Transamerica Business Credit
          Corporation, as agent, attached as Exhibit 10.2 to the
          Company's Form 10-Q for the quarter ended June 30,
          1994, incorporated herein by reference.

99.4      Third Amendment to Loan and Security Agreement dated
          December 16, 1994, by and among Talley Manufacturing
          and Technology, Inc. and Transamerica Business Credit
          Corporation, as agent, attached as Exhibit 99.5 to the
          Company's Form 10-K for the year ended December 31,
          1994, incorporated herein by reference.

                                   -10-
99.5      Form of Subsidiary Loan Agreement dated as of October
          22, 1993 between Talley Manufacturing and Technology,
          Inc. and each of certain subsidiaries, attached as
          Exhibit 99.3 to the Registrant's 10-Q for the quarter
          ended September 30, 1993, incorporated herein by this
          reference.

99.6      Subsidiary Loan and Security Agreement dated as of
          October 22, 1993 between Talley Manufacturing and
          Technology, Inc. and Talley Technology, Inc., attached
          as Exhibit 99.4 to the Registrant's 10-Q for the
          quarter ended September 30, 1993, incorporated herein
          by this reference.

99.7      First Amendment to Subsidiary Loan and Security
          Agreement, dated as of December 16, 1994 between Talley
          Manufacturing and Technology, Inc. and each of certain
          subsidiaries, attached as Exhibit 99.10 to the
          Company's Form 10-K for the year ended December 31,
          1994, incorporated herein by reference.

________________________

* Filed herewith.

                                   -11-