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 COMPREHENSIVE 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
                              maximum        maximum
Title of          Amount      offering      aggregate    Amount of
securities to     to be         price        offering   registration
be registered   Registered   per share(1)   price(1)       fee
- ---------------------------------------------------------------------
Common Stock    1,200,000       $6.94      $8,328,000   $2,872,000
($1.00 par
value)

(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 1,200,000 shares
of Common Stock of Talley Industries, Inc. (the "Registrant") which
may be issued pursuant to the 1996 Comprehensive 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.

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.


                                    -3-
                                    
<PAGE>                                    

     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.

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;








                                    -4-
                                    
<PAGE>                                    

          (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.

     (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.


                                    -5-
                                    
<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           




                                    -6-
                                    
<PAGE>                                    

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

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

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

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









                                    -7-
                                    
<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 Comprehensive 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.

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.


<PAGE>

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.

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.
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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 COMPREHENSIVE 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
                              maximum        maximum
Title of          Amount      offering      aggregate    Amount of
securities to     to be         price        offering   registration
be registered   Registered   per share(1)   price(1)       fee
- ---------------------------------------------------------------------
Common Stock    1,200,000       $6.94      $8,328,000   $2,872,000
($1.00 par
value)

(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 1,200,000 shares
of Common Stock of Talley Industries, Inc. (the "Registrant") which
may be issued pursuant to the 1996 Comprehensive 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.

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.

                                    -3-
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.

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;

                                    -4-
(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.

     (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.

                                    -5-
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           

                                    -6-
Signature                   Title                             Date
- ---------                   -----                             ----

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

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

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

                                    -7-
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 Comprehensive 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.

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.

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.