<PAGE>
      As filed with the Securities and Exchange Commission on October 20, 1997
                                    Registration Statement No.


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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


                               ZERO CORPORATION
            (Exact Name of Registrant as specified in its charter)

         DELAWARE                                   95-1718077
   (State or Other Jurisdiction of              (I.R.S. Employer
    Incorporation or Organization)               Identification No.)

   444 SOUTH FLOWER STREET,
         SUITE 2100                                  90071-2922
   LOS ANGELES, CALIFORNIA                           (Zip Code)
   (Address of Principal
    Executive Offices)

                               ZERO CORPORATION
                            1994 STOCK OPTION PLAN
                           (Full Title of the Plan)

                               ANITA J. CUTCHALL
                              CORPORATE SECRETARY
                               ZERO CORPORATION
                      444 SOUTH FLOWER STREET, SUITE 2100
                      LOS ANGELES, CALIFORNIA 90071-2922
                    (Name and Address of Agent for Service)

                              (213) 629-7000
         (Telephone number, including area code, of agent for service)
                                 -------------
                                With a copy to:

                            PETER F. ZIEGLER, ESQ.
                          GIBSON, DUNN & CRUTCHER LLP
                            333 SOUTH GRAND AVENUE
                         LOS ANGELES, CALIFORNIA 90071
                                (213) 229-7000

==============================================================================

                              CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
    Title of                 Proposed Maximum  Proposed Maximum
   Securities    Amount to be    Offering     Aggregate Offering   Amount of
to be Registered  Registered  Price Per Share       Price       Registration Fee
--------------------------------------------------------------------------------
<S>              <C>         <C>              <C>               <C>
Common Stock
$.01 per value   500,000 (1) $26.75 (2)       $13,375,000 (2)   $4,053.03
-------------------------------------------------------------------------------
</TABLE>

(1)   The Registrant previously registered 750,000 shares  of  its Common Stock
      with respect to its 1994 Stock Option Plan on Form S-8 (No. 33-56175).

(2)   Estimated  solely  for  the  purpose of calculating the registration  fee
      pursuant to Rule 457(h) on the  basis  of the average of the high and low
      prices of the Registrant's Common Stock as reported on the New York Stock
      Exchange on October 14, 1997.


                                                            Page 1 of 12
<PAGE>
                                INCORPORATION BY REFERENCE



      The following documents filed by ZERO Corporation, a Delaware corporation
(the "Registrant"), with the Commission are incorporated by  reference  in this
Registration  Statement:   the Registrant's Annual Report on Form 10-K for  the
fiscal year ended March 31, 1997 and the Registrant's Quarterly Report on  Form
10-Q  for  the  period  ended  June  30,  1997  and   the   contents   of   the
Registration  Statement  on  Form  S-8  (No.  33-56175)  with  respect  to  the
registration  of  shares  of  its  Common Stock under the ZERO Corporation 1994
Stock Option Plan, as amended (the "Plan").

                           REGISTRATION OF ADDITIONAL SECURITIES

      AMENDMENTS TO THE PLAN

      On  July 24, 1996, the Registrant's  Board  of  Directors  (the  "Board")
adopted and  approved  a  first  amendment  to  the Plan adding provisions that
govern the time at which awards under the Plan vest  in  the  event  of  death,
permanent disability or retirement.

      On April 25, 1997, the Board adopted and approved, subject to stockholder
approval, a second amendment to the Plan increasing the number of shares of the
Registrant's  $.01  par  value  common  stock  (the "Common Stock") that may be
acquired  upon the exercise of options under the  Plan  from  an  aggregate  of
750,000 shares  to  an  aggregate  of  1,250,000  shares  (the  "Share Increase
Amendment").   On  July  23,  1997, the Registrant's stockholders approved  the
Share Increase Amendment.  The  additional  500,000 shares of Common Stock that
may be acquired upon exercise of options under  the  Plan  are being registered
hereby and are concurrently being listed with the New York Stock Exchange.


                                                            Page 2 of 12
<PAGE>
                                          PART II

                    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.     Exhibits

      4.1   Amendment No. 1 to the ZERO Corporation 1994 Stock Option Plan

      4.2   Amendment No. 2 to the ZERO Corporation 1994 Stock Option Plan

      5     Opinion of Gibson, Dunn & Crutcher LLP

      23.1  Consent of Deloitte & Touche LLP

      23.2  Consent of Gibson, Dunn & Crutcher LLP
            (included in Exhibit 5)

      24    Power of Attorney (included on page 5 hereof)


                                                            Page 3 of 12
<PAGE>


INDEPENDENT AUDITORS' CONSENT




We consent to the incorporation by reference in this Registration  Statement of
ZERO  Corporation  on Form S-8 of our reports dated May 12, 1997, appearing  in
and incorporated by reference in Annual Report on Form 10-K of ZERO Corporation
for the year ended March 31, 1997.



s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Los Angeles, California
October 16, 1997


                                                            Page 4 of 12
<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  Los Angeles, State of California, on this
17th day of October 1997.

                                    ZERO CORPORATION



                                    By: S/WILFORD D. GODBOLD, JR.
                                        Wilford D. Godbold, Jr.
                                        President and Chief
                                        Executive Officer



                                     POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that  each person whose signature appears
below constitutes and appoints Wilford D. Godbold,  Jr.  and Anita J. Cutchall,
and either of them, as true and lawful attorneys-in-fact and  agents  with full
powers of substitution and resubstitution, for him/her and in his/her place and
stead, in any and all capacities to sign any or 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  attorneys-in-fact
and agents,  and  each of them, full power and authority to do and perform each
and every act and thing  requisite  and  necessary  to be done in and about the
foregoing, as fully to all intents and purposes as he/she  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/her  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 below by the following persons  in  the
capacities and on the dates indicated.


SIGNATURES                           TITLE                     DATE

(1)   Principal executive
      officer


S/WILFORD D. GODBOLD, JR.     President, Chief              October 17, 1997
Wilford D. Godbold, Jr.       Executive Officer and
                              Director

(2)   Principal financial
      officer


S/GEORGE A. DANIELS           Vice President and            October 17, 1997
George A. Daniels             Chief Financial Officer

(3)   Controller


S/DIANE KAJIKAMI              Controller                    October 17, 1997
Diane Kajikami




                                                            Page 5 of 12
<PAGE>

(4)   Directors


S/GARY M. CUSUMANO            Director                      October 17, 1997
Gary M. Cusumano



S/BRUCE J. DEBEVER            Director                      October 17, 1997
Bruce J. DeBever


S/JOHN B. GILBERT             Director                      October 20, 1997
John B. Gilbert


S/HOWARD W. HILL              Director                      October 20, 1997
Howard W. Hill


S/WHITNEY A. MCFARLIN         Director                      October 20, 1997
Whitney A. McFarlin


                                                            Page 6 of 12
<PAGE>

                                       EXHIBIT INDEX


EXHIBIT
NUMBER                               DESCRIPTION

 4.1              Amendment  No.  1  to  the ZERO Corporation 1994 Stock Option
                  Plan

 4.2              Amendment No. 2 to the ZERO  Corporation  1994  Stock  Option
                  Plan

 5                Opinion of Gibson, Dunn & Crutcher LLP

23.1              Consent of Deloitte & Touche LLP

23.2              Consent of Gibson, Dunn & Crutcher (included in Exhibit 5)

24                Power of Attorney (included on page 5 hereof)


                                                            Page 7 of 12
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10021}]
{"company-data": {"conformed-name": "ZERO CORP", "cik": "0000109284", "assigned-sic": "3460", "irs-number": "951718077", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38423", "film-number": "97698868"}, "business-address": {"street1": "444 S FLOWER ST STE 2100", "city": "LOS ANGELES", "state": "CA", "zip": "90071-2922", "phone": "2136297000"}, "mail-address": {"street1": "444 S FLOWER ST", "street2": "STE 2100", "city": "LOS ANGELES", "state": "CA", "zip": "90071"}, "former-company": {"former-conformed-name": "ZERO MANUFACTURING CO", "date-changed": "19761105"}}
As filed with the Securities and Exchange Commission on October 20, 1997
                                    Registration Statement No.

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                               ZERO CORPORATION
            (Exact Name of Registrant as specified in its charter)

         DELAWARE                                   95-1718077
   (State or Other Jurisdiction of              (I.R.S. Employer
    Incorporation or Organization)               Identification No.)

   444 SOUTH FLOWER STREET,
         SUITE 2100                                  90071-2922
   LOS ANGELES, CALIFORNIA                           (Zip Code)
   (Address of Principal
    Executive Offices)

                               ZERO CORPORATION
                            1994 STOCK OPTION PLAN
                           (Full Title of the Plan)

                               ANITA J. CUTCHALL
                              CORPORATE SECRETARY
                               ZERO CORPORATION
                      444 SOUTH FLOWER STREET, SUITE 2100
                      LOS ANGELES, CALIFORNIA 90071-2922
                    (Name and Address of Agent for Service)

                              (213) 629-7000
         (Telephone number, including area code, of agent for service)
                                 -------------
                                With a copy to:

                            PETER F. ZIEGLER, ESQ.
                          GIBSON, DUNN & CRUTCHER LLP
                            333 SOUTH GRAND AVENUE
                         LOS ANGELES, CALIFORNIA 90071
                                (213) 229-7000

==============================================================================

                              CALCULATION OF REGISTRATION FEE
Title of                 Proposed Maximum  Proposed Maximum
   Securities    Amount to be    Offering     Aggregate Offering   Amount of
to be Registered  Registered  Price Per Share       Price       Registration Fee
--------------------------------------------------------------------------------
Common Stock
$.01 per value   500,000 (1) $26.75 (2)       $13,375,000 (2)   $4,053.03
-------------------------------------------------------------------------------
(1)   The Registrant previously registered 750,000 shares  of  its Common Stock
      with respect to its 1994 Stock Option Plan on Form S-8 (No. 33-56175).

(2)   Estimated  solely  for  the  purpose of calculating the registration  fee
      pursuant to Rule 457(h) on the  basis  of the average of the high and low
      prices of the Registrant's Common Stock as reported on the New York Stock
      Exchange on October 14, 1997.

                                                            Page 1 of 12
INCORPORATION BY REFERENCE

      The following documents filed by ZERO Corporation, a Delaware corporation
(the "Registrant"), with the Commission are incorporated by  reference  in this
Registration  Statement:   the Registrant's Annual Report on Form 10-K for  the
fiscal year ended March 31, 1997 and the Registrant's Quarterly Report on  Form
10-Q  for  the  period  ended  June  30,  1997  and   the   contents   of   the
Registration  Statement  on  Form  S-8  (No.  33-56175)  with  respect  to  the
registration  of  shares  of  its  Common Stock under the ZERO Corporation 1994
Stock Option Plan, as amended (the "Plan").

                           REGISTRATION OF ADDITIONAL SECURITIES

      AMENDMENTS TO THE PLAN

      On  July 24, 1996, the Registrant's  Board  of  Directors  (the  "Board")
adopted and  approved  a  first  amendment  to  the Plan adding provisions that
govern the time at which awards under the Plan vest  in  the  event  of  death,
permanent disability or retirement.

      On April 25, 1997, the Board adopted and approved, subject to stockholder
approval, a second amendment to the Plan increasing the number of shares of the
Registrant's  $.01  par  value  common  stock  (the "Common Stock") that may be
acquired  upon the exercise of options under the  Plan  from  an  aggregate  of
750,000 shares  to  an  aggregate  of  1,250,000  shares  (the  "Share Increase
Amendment").   On  July  23,  1997, the Registrant's stockholders approved  the
Share Increase Amendment.  The  additional  500,000 shares of Common Stock that
may be acquired upon exercise of options under  the  Plan  are being registered
hereby and are concurrently being listed with the New York Stock Exchange.

                                                            Page 2 of 12
PART II

                    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.     Exhibits

      4.1   Amendment No. 1 to the ZERO Corporation 1994 Stock Option Plan

      4.2   Amendment No. 2 to the ZERO Corporation 1994 Stock Option Plan

      5     Opinion of Gibson, Dunn & Crutcher LLP

      23.1  Consent of Deloitte & Touche LLP

      23.2  Consent of Gibson, Dunn & Crutcher LLP
            (included in Exhibit 5)

      24    Power of Attorney (included on page 5 hereof)

                                                            Page 3 of 12
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration  Statement of
ZERO  Corporation  on Form S-8 of our reports dated May 12, 1997, appearing  in
and incorporated by reference in Annual Report on Form 10-K of ZERO Corporation
for the year ended March 31, 1997.

s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Los Angeles, California
October 16, 1997

                                                            Page 4 of 12
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  Los Angeles, State of California, on this
17th day of October 1997.

                                    ZERO CORPORATION

                                    By: S/WILFORD D. GODBOLD, JR.
                                        Wilford D. Godbold, Jr.
                                        President and Chief
                                        Executive Officer

                                     POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that  each person whose signature appears
below constitutes and appoints Wilford D. Godbold,  Jr.  and Anita J. Cutchall,
and either of them, as true and lawful attorneys-in-fact and  agents  with full
powers of substitution and resubstitution, for him/her and in his/her place and
stead, in any and all capacities to sign any or 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  attorneys-in-fact
and agents,  and  each of them, full power and authority to do and perform each
and every act and thing  requisite  and  necessary  to be done in and about the
foregoing, as fully to all intents and purposes as he/she  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/her  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 below by the following persons  in  the
capacities and on the dates indicated.

SIGNATURES                           TITLE                     DATE

(1)   Principal executive
      officer

S/WILFORD D. GODBOLD, JR.     President, Chief              October 17, 1997
Wilford D. Godbold, Jr.       Executive Officer and
                              Director

(2)   Principal financial
      officer

S/GEORGE A. DANIELS           Vice President and            October 17, 1997
George A. Daniels             Chief Financial Officer

(3)   Controller

S/DIANE KAJIKAMI              Controller                    October 17, 1997
Diane Kajikami

                                                            Page 5 of 12
(4)   Directors

S/GARY M. CUSUMANO            Director                      October 17, 1997
Gary M. Cusumano

S/BRUCE J. DEBEVER            Director                      October 17, 1997
Bruce J. DeBever

S/JOHN B. GILBERT             Director                      October 20, 1997
John B. Gilbert

S/HOWARD W. HILL              Director                      October 20, 1997
Howard W. Hill

S/WHITNEY A. MCFARLIN         Director                      October 20, 1997
Whitney A. McFarlin

                                                            Page 6 of 12
EXHIBIT INDEX

EXHIBIT
NUMBER                               DESCRIPTION

 4.1              Amendment  No.  1  to  the ZERO Corporation 1994 Stock Option
                  Plan

 4.2              Amendment No. 2 to the ZERO  Corporation  1994  Stock  Option
                  Plan

 5                Opinion of Gibson, Dunn & Crutcher LLP

23.1              Consent of Deloitte & Touche LLP

23.2              Consent of Gibson, Dunn & Crutcher (included in Exhibit 5)

24                Power of Attorney (included on page 5 hereof)

                                                            Page 7 of 12