As filed with the Securities and Exchange Commission on May 9, 
1994

                                                                  
                          Registration No. 33-     

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                                                  

                               Form S-8
                         Registration Statement
                                Under
                        The Securities Act of 1933
                          Excel Industries, Inc.
          (Exact name of Registrant as specified in its charter)
       Indiana                                 35-1551685
(State of Incorporation)          (IRS Employer Identification No.)

1120 N. Main Street
P.O. Box 3118
Elkhart, Indiana                                 46515-3118
(Address of Principal Executive Offices)         (Zip Code)


                         Excel Industries, Inc.
                       1994 Stock Compensation Plan
                        (Full title of the plan)

                          James J. Lohman
               Chairman of the Board and Chief Executive Officer
                        Excel Industries, Inc.
                        1120 N. Main Street
                          P.O. Box 3118
                       Elkhart, Indiana 46515-3118
                 (Name and address of agent for service)
                             (219) 264-2131
    (Telephone number, including area code, of agent for service)

                             Copies to:
                         Philip L. McCool, Esq.
                         Sommer & Barnard, PC
                         4000 Bank One Tower
                         Indianapolis, Indiana
                               46204
                          (317) 630-4000

                                                                  
      





<TABLE>
                        CALCULATION OF REGISTRATION FEE
<CAPTION>
                                          Proposed     Proposed
                                          Maximum      maximum    
 Amount
Title of each class of                    offering     aggregate  
 of
securities to be            Amount to     price per    offering   
 regis-
registered                  be registered share        price      
 tration 
<S>                         <C>           <C>          <C>        
 <C>
Common Shares,
No par value .............  500,000       $17.9375(1) 
$8,968,750(1)$3092.68 
       
<F1>
(1)     Estimated solely for the purpose of calculating the
registration fee
        pursuant to Rule 457(c) under the Securities Act
        of 1933 on the basis of the average of the high and low
prices of the
        Common Shares reported on the American Stock
        Exchange on May 3, 1994.
                                                                  
         
</TABLE>

        Part II          Information Required in the Registration
Statement

Item 3.          Incorporation of Documents by Reference.

        The documents listed below, and all documents filed by
registrant
pursuant to Sections 13(a), 13(c) 14 and 15(d) of the Securities
Exchange Act
of 1934 subsequent to the filing of this Registration Statement and
prior to
the filing of a post-effective amendment which indicates that all
securities
offered have been sold or which deregisters all securities then
remaining
unsold, are deemed to be incorporated by reference in this
registration
statement and to be part hereof from the date of filing of this
Registration
Statement:

        (a)  The Registrant's Annual Report on Form 10-K for the
year ended
             December 31, 1993, filed with the Commission on March
30, 1994.

        (b)  The Registrant's Current Report on Form 8-K filed with
the
             Commission on February 18, 1994; and

        (c)  The information set forth under the caption
"Description of    
             Capital Shares" in the Company's prospectus dated
March 17,
             1994, which forms part of the Company's Registration
Statement
             on Form S-3 (Reg. No. 33-52315) effective March 17,
1994, and
             which is incorporated by reference in Amendment No. 1,
filed 
             May 9, 1994 to the Company's Registration Statement on
Form
             8-A, effective April 19, 1984, and any amendment or
report filed
             to update such information.

Item 4.      Description of Securities.

        Not applicable.

Item 5.      Interest of Named Experts and Counsel.

     The validity of the issuance of the Common Shares registered
hereby will
be passed upon for the Registrant by Sommer & Barnard, PC,
Indianapolis,
Indiana, counsel for the Registrant.  James K. Sommer, a director
of the
Registrant is a member of Sommer & Barnard.  Mr. Sommer owns 3,501
Common
Shares of the Registrant.

Item 6.     Indemnification of Directors and Officers.

        A.  The Company is an Indiana corporation.  Indiana Code
Chapter
23-1-37 provides:

       Chapter 37.  Indemnification of Directors, Officers,
Employees and
Agents.

       Sec. 1.  As used in this chapter, "corporation" includes any
domestic
or foreign predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon
consummation of
the transaction.

       Sec. 2. As used in this chapter, "director" means an
individual who is
or was a director of a corporation or an individual who, while a
director of
a corporation, is or was serving at the corporation's request as a
director,
officer, partner, trustee, employee, or agent of another foreign or
domestic
corporation, partnership, limited liability company, joint venture,
trust,
employee benefit plan, or other enterprise, whether for profit or
not.  A
director is considered to be serving an employee benefit plan at
the
corporation's request if the director's duties to the corporation
also impose
duties on, or otherwise involve services by, the director to the
plan or to
participants in or beneficiaries of the plan.  "Director" includes,
unless
the context requires otherwise, the estate or personal
representative of a
director.

       Sec. 3.  As used in this chapter, "expenses" include counsel
fees.

       Sec. 4.  As used in this chapter, "liability" means the
obligation to
pay a judgment, settlement, penalty, fine (including an excise tax
assessed
with respect to an employee benefit plan), or reasonable expenses
incurred
with respect to a proceeding.

       Sec. 5. As used in this chapter, "official capacity" means:

           (1) when used with respect to a director, the office of
director
        in a corporation; and

           (2) when used with respect to an individual other than
a director,
        as contemplated in section 13 of this chapter, the office
in a
        corporation held by the officer or the employment or agency
        relationship undertaken by the employee or agent on behalf
of the 
        corporation.

        "Official capacity" does not include service for any other
foreign or
domestic corporation or any partnership, limited liability company,
joint
venture, trust, employee benefit plan, or other enterprise, whether
for
profit or not.

        Sec. 6. As used in this chapter, "party" includes an
individual who
was, is or is threatened to be made a named defendant or respondent
in a
proceeding.

        Sec. 7. As used in this chapter, "proceeding" means any
threatened,
pending, or completed action, suit, or proceeding, whether civil,
criminal,
administrative, or investigative and whether formal or informal.

        Sec. 8. (a) A corporation may indemnify an individual made
a party to
a proceeding because the individual is or was a director against
liability
incurred in the proceeding if:

               (1) the individual's conduct was in good faith; and

               (2) the individual reasonably believed:

                  (A) in the case of conduct in the individual's
official
                      capacity with the corporation, that the
individual's
                      conduct was in its best interests; and

                  (B) in all other cases, that the individual's
conduct was
                      at least not opposed to its best interests;
and

               (3) in the case of any criminal proceeding, the
individual   
                   either:

                  (A) had reasonable cause to believe the
individual's
                      conduct was lawful; or

                  (B) had no reasonable cause to believe the
individual's
                      conduct was unlawful.

        (b) A director's conduct with respect to an employee
benefit plan for
a purpose the director reasonably believed to be in the interests
of the
participants in and beneficiaries of the plan is conduct that
satisfies the
requirement of subsection (a)(2)(B).

        (c) The termination of a proceeding by judgment, order,
settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of
itself, determinative that the director did not meet the standard
of conduct
described in this section.

      Sec. 9. Unless limited by its articles of incorporation, a
corporation
shall indemnify a director who was wholly successful, on the merits
or
otherwise, in the defense of any proceeding to which the director
was a party
because the director is or was a director of the corporation
against
reasonable expenses incurred by the director in connection with the
proceeding.

      Sec. 10. (a) A corporation may pay for or reimburse the
reasonable
expenses incurred by a director who is a party to a proceeding in
advance of
final disposition of the proceeding if:

          (1) the director furnishes the corporation a written
affirmation
      of the director's good faith belief that the director has met
the
      standard of conduct described in section 8 of this chapter;

          (2) the director furnishes the corporation a written
undertaking,
     executed personally or on the director's behalf, to repay the
advance if
     it is ultimately determined that the director did not meet the
standard
     of conduct; and

          (3) a determination is made that the facts then known to
those
     making the determination would not preclude indemnification
under this
     chapter.

       (b) The undertaking required by subsection (a)(2) must be an
unlimited
general obligation of the director but need not be secured and may
be
accepted without reference to financial ability to make repayment.

       (c) Determinations and authorizations of payments under this
section
shall be made in the manner specified in section 12 of this
chapter.

       Sec. 11. Unless a corporation's articles of incorporation
provide
otherwise, a director of the corporation who is a party to a
proceeding may
apply for indemnification to the court conducting the proceeding or
to
another court of competent jurisdiction.  On receipt of an
application, the
court after giving any notice the court considers necessary may
order
indemnification if it determines:

        (1) the director is entitled to mandatory indemnification
under
     section 9 of this chapter, in which case the court shall also
order the
     corporation to pay the director's reasonable expenses incurred
to obtain
     court-ordered indemnification; or

        (2) the director is fairly and reasonably entitled to
     indemnification in view of all the relevant circumstances,
whether or
     not the director met the standard of conduct set forth in
section 8 of
     this chapter.

     Sec. 12. (a) A corporation may not indemnify a director under
section 8 of this chapter unless authorized in the specific case
after a
determination has been made that indemnification of the director is
permissible in the circumstances because the director has met the
standard of
conduct set forth in section 8 of this chapter.

     (b) The determination shall be made by any one (1) of the
following
procedures:

        (1)  By the board of directors by majority vote of a quorum
       consisting of directors not at the time parties to the
proceeding.

        (2)  If a quorum cannot be obtained under subdivision (1),
by
       majority vote of a committee duly designated by the board of
directors
       (in which designation directors who are parties may
participate),
       consisting solely of two (2) or more directors not at the
time parties
       to the proceeding.

       (3)  by special legal counsel:

          (A)  Selected by the board of directors or its committee
in
          the manner prescribed in subdivision (1) or (2); or

          (B) If a quorum of the board of directors cannot be
obtained
          under subdivision (1) and a committee cannot be
designated under
          subdivision (2), selected by majority vote of the full
board of
          directors (in which selection directors who are parties
may
          participate).

       (4) By the shareholders, but shares owned by or voted under
the
       control of directors who are at the time parties to the
proceeding may
       not be voted on the determination.

       (c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if
the
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses
shall be made
by those entitled under subsection (b)(3) to select counsel.

      Sec. 13. Unless a corporation's articles of incorporation
provide
otherwise:

     (1) An officer of the corporation, whether or not a director,
is
     entitled to mandatory indemnification under Section 9 of this
chapter,
     and is entitled to apply for court-ordered indemnification
under section
     11 of this chapter, in each case to the same extent as a
director;

     (2) The corporation may indemnify and advance expenses under
this
     chapter to an officer, employee, or agent of the corporation,
whether or
     not a director, to the same extent as to a director; and

     (3) A corporation may also indemnify and advance expenses to
an
     officer, employee, or agent, whether or not a director, to the
extent,
     consistent with public policy, that may be provided by its
articles of
     incorporation, bylaws, general or specific action of its board
of
     directors, or contract.

     Sec. 14. A corporation may purchase and maintain insurance on
behalf of
an individual who is or was a director, officer, employee or agent
of the
corporation, or who, while a director, officer, employee, or agent
of the
corporation, is or was serving at the request of the corporation as
a
director, officer, partner, trust, employee, or agent of another
foreign or
domestic corporation, partnership, limited liability company, joint
venture,
trust employee benefit plan, or other enterprise, against liability
asserted
against or incurred by the individual in that capacity or arising
from the
individual's status as a director, officer, employee, or agent,
whether or
not the corporation would have power to indemnify the individual
against the
same liability under section 8 or 9 of this chapter.

        The:

        (1) Corporation may purchase insurance under this section
from;
        and

        (2) Insurance purchased under this section may be
reimbursed in
        whole or in part by;

an insurer that is owned or otherwise affiliated with the
corporation,
whether the insurer does or does not do business with other
persons.

     Sec. 15 (a) The indemnification and advance for expenses
provided for
or authorized by this chapter does not exclude any other rights to
indemnification and advance for expenses that a person may have
under:

        (1) A corporation's articles of incorporation or bylaws;

        (2) A resolution of the board of directors or of the
Shareholders;

        (3) Any other authorization, whenever adopted, after
notice, by a
        majority vote of all the voting shares then issued and
outstanding.

     (b) If the articles of incorporation, bylaws, resolutions of
the board
of directors or of the Shareholders, or other duly adopted
authorization of
indemnification or advance for expenses limit indemnification or
advance for
expenses, indemnification and advance for expenses are valid only
to the
extent consistent with the articles, bylaws, resolution of the
board of
directors or of the Shareholders, or other duly adopted
authorization of
indemnification or advance for expenses.

     (c) This chapter does not limit a corporation's power to pay
or
reimburse expenses incurred by a director, officer, employee, or
agent in
connection with the person's appearance as a witness in a
proceeding at a
time when the person has not been made a named defendant or
respondent to the
proceeding.

    B. Article XII, Section 6 of the Company's Articles of
Incorporation
provides:

    Section 6. Limitation of Liability and Indemnification of
Officers and
Directors.  No officer or
director of the Corporation shall be liable to the Corporation for
any loss
or damage suffered by it on account of any action taken or omitted
to be
taken by him as a director, officer or employee of the Corporation
in good
faith if such person:

     (i) exercised or used the same degree of care and skill as a
     prudent man would have exercised or used under the
circumstances in the
     conduct of his own affairs; or

     (ii) took or omitted to take such action in reliance upon the
     advice of counsel for the Corporation or upon statements made
or
     information furnished by officers or employees of the
Corporation which
     he had reasonable grounds to believe, or upon a financial
statement of
     the Corporation prepared by an officer or employee of the
Corporation in
     charge of its accounts, or a public accountant or firm of
public
     accountants; or

     (iii) in good faith considered the assets to be of their book
value
      or followed what he believed to be sound accounting and
business
      practice.

      The Corporation shall indemnify any person against whom there
is
instituted or threatened any claim, action, suit or proceeding,
whether civil
or criminal, by reason of the fact that he, his testator or
intestate is or
was a director, member of an executive committee or officer of the
Corporation, or of any corporation which he served as such at the
request of
the Corporation, against any and all liability, reasonable expenses
and costs
of any nature (excluding only accounts paid in settlement and
including
without limitation any and all attorneys' fees, judgments, fines,
penalties
and court costs) actually incurred by him in connection with the
defense of
such claim, action, suit or proceeding, or in connection with any
appeal
therein, except in relation to matters as to which it shall be
finally
adjudged in such action, suit or proceeding that such person, his
testator or
intestate is liable for gross negligence or willful misconduct in
the
performance of his duties.  The Corporation may also reimburse to
any such
person any amount paid in settlement of any such claim, action,
suit or
proceeding, if it shall be found by a majority of a committee
composed of the
directors not involved in the matter in controversy (whether or not
a quorum)
that it is in the interests of the Corporation that such settlement
be made
and that such person, his testator or intestate was not guilty of
gross
negligence or willful misconduct.

     If several claims, issues or matters of action are involved,
any such
person may be entitled to indemnification as to some matters even
though he
is not so entitled as to others.  The Corporation may advance
expenses to, or
where appropriate may at its expense undertake the defense of, any
such
person upon receipt of an undertaking by or on behalf of such
person to repay
such expenses if it should ultimately be determined that he is not
entitled
to indemnification under this Article.

      The provisions of this Section shall be in addition to and
not in
limitation of any other right of indemnification and reimbursement
or
limitations of liability to which any director, member of an
executive
committee or officer may be entitled as a matter of law.  The
provisions of
this Section shall apply whether or not at the time of
reimbursement the
person reimbursed is then a director, member of an executive
committee or
officer of the Corporation.  Notwithstanding any repeal of this
Section or
other amendment thereof, its provisions shall be binding upon the
Corporation
(subject only to the exceptions hereinabove set forth) as to all
actions,
suits or proceedings and expenses connected therewith, judgments
and
settlements thereof, as above provided, arising out of matters
which occur
during or are referable to the period prior to any such repeal or
amendment
of this Section.

      By vote of the Board of Directors, the Corporation may assent
to the
adoption of a by-law or charter provision, having substantially the
provisions of this Section, by any subsidiary, whether or not
wholly owned.

      C. The Company has obtained a directors' and officers'
liability and
corporation reimbursement policy which (subject to certain limits
and
deductibles) (i) insures officers and directors of the Company
against loss
arising from certain claims made against them by reason of their
being such
directors or officers, and (ii) insures the Company against loss
which it may
be required or permitted to pay as indemnification due its
directors or
officers for certain claims.

Item 7.     Exemption from Registration Claimed.

        Not applicable.

Item 8.   Exhibits.

        Exhibit
        Number                       Description

          4            Excel Industries, Inc. 1994 Stock
Compensation Plan

          5            Opinion and Consent of Sommer & Barnard, PC

        23.1           Consent of Sommer & Barnard, PC (Included in
                       Exhibit 5)

        23.2           Consent of Independent Accountants

        24             Power of Attorney

Item 9.          Undertakings.

        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
registration statement is on Form S-3 or Form S-8, and 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.

      (4) If the registrant is a foreign private issuer, to file a
post-
      effective amendment to the registration statement to include
any
      financial statements required by Section 210.3-19 of this
chapter at the
      start of any delayed offering or throughout a continuous 
      offering.  Financial statements and information otherwise
required 
      by Section 10(a)(3) of the Act need not be furnished,
provided 
      that the registrant includes in the prospectus, by means of
a         
      post-effective amendment, financial statements
      required pursuant to this paragraph (a)(4) and other
information
      necessary to ensure that all other information in the
prospectus is at
      least as current as the date of those financial statements.

      (5) For the 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 (and, where applicable, each filing of an
employee benefit
      plan pursuant to 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.

      (6) Insofar as indemnification for liabilities arising under
the
      Securities Act of 1933 may be permitted to directors,
officers, and
      controlling persons of the Company pursuant to the foregoing
provisions
      described in Item 15, or otherwise, the Company 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 Company of expenses incurred or paid by a
director,  
      officer or controlling person of the Company in the
successful 
      defense of any action, suit or proceeding) is asserted by
such 
      director, officer or  controlling person in connection with 
      the securities being registered, the Company will, unless in
the
      opinion of its counsel the matter has been settled by
controlling 
      precedent, submit to a court of appropriate jurisdiction the
      question whether such indemnification by it is against public
policy as
      expressed in the Act and will be governed by the final
adjudication of
      such issue.

                                                         
SIGNATURES

        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 requirement 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 Elkhart, State of
Indiana, on the 
9th day of May, 1994.

                                       Excel Industries, Inc.

                                       By: /s/ James J. Lohman
                                       James J. Lohman
                                       Chief Executive Officer and
                                       Chairman of the Board

                         POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears
below constitutes and appoints James J. Lohman and Joseph A.
Robinson, and
each of them, his true and lawful attorney-in-fact and agent with
full power
of substitution for him in his name, place and stead, in any and
all
capacities to sign any and all amendments (including pre-effective
and 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, grants unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and
thing requisite and necessary to be done in and about the premises,
as fully
as to all intents and purposes as he might or could do in person,
and hereby
ratifies and confirms all that said attorneys-in-fact and agents or
their or
his substitute or substitutes amy 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.

Signature                 Title                          Date

/s/ James J. Lohman       Chief Executive Office and     May 9,
1994
James J. Lohman            Chairman

/s/ Joseph A. Robinson    Secretary, Treasurer, Chief    May 9,
1994
Joseph A. Robinson         Financial Officer and Director
                           Principal Financial Officer and
                           Principal Accounting Officer

/s/ James O. Futterknecht, Jr.  Director                 May 9,
1994
James O. Futterknecht, Jr.

/s/ John G. Keane               Director                 May 9,
1994
John G. Keane

/s/ James K. Sommer             Director                 May 9,
1994
James K. Sommer

/s/ Ralph R. Whitney, Jr.       Director                 May 9,
1994
Ralph R. Whitney, Jr.

                     INDEX TO EXHIBITS FILED
                     TO REGISTRATION STATEMENT ON
                     FORM S-8 OF EXCEL INDUSTRIES, INC.

                                                       Sequentially
Exhibit                                                Numbered
No.                   Description                      Page

4                     Excel Industries, Inc. 
                      1994 Stock Compensation Plan

5                     Opinion and Consent of 
                      Sommer & Barnard, PC

23.1                  Consent of Sommer & Barnard, PC 
                      (Included in Exhibit 5)

23.2                  Consent of Independent Accountants

24                    Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 30374}]
{"company-data": {"conformed-name": "EXCEL INDUSTRIES INC", "cik": "0000740868", "assigned-sic": "3714", "irs-number": "351551685", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53543", "film-number": "94526620"}, "business-address": {"street1": "1120 N MAIN ST", "street2": "P O BOX 3118", "city": "ELKHART", "state": "IN", "zip": "46515-3118", "phone": "2192642131"}}
As filed with the Securities and Exchange Commission on May 9, 
1994

                                                                  
                          Registration No. 33-     

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                                                  

                               Form S-8
                         Registration Statement
                                Under
                        The Securities Act of 1933
                          Excel Industries, Inc.
          (Exact name of Registrant as specified in its charter)
       Indiana                                 35-1551685
(State of Incorporation)          (IRS Employer Identification No.)

1120 N. Main Street
P.O. Box 3118
Elkhart, Indiana                                 46515-3118
(Address of Principal Executive Offices)         (Zip Code)

                         Excel Industries, Inc.
                       1994 Stock Compensation Plan
                        (Full title of the plan)

                          James J. Lohman
               Chairman of the Board and Chief Executive Officer
                        Excel Industries, Inc.
                        1120 N. Main Street
                          P.O. Box 3118
                       Elkhart, Indiana 46515-3118
                 (Name and address of agent for service)
                             (219) 264-2131
    (Telephone number, including area code, of agent for service)

                             Copies to:
                         Philip L. McCool, Esq.
                         Sommer & Barnard, PC
                         4000 Bank One Tower
                         Indianapolis, Indiana
                               46204
                          (317) 630-4000

                                                                  
      

                        CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                                          Maximum      maximum    
 Amount
Title of each class of                    offering     aggregate  
 of
securities to be            Amount to     price per    offering   
 regis-
registered                  be registered share        price      
 tration
Common Shares,
No par value .............  500,000       $17.9375(1) 
$8,968,750(1)$3092.68
(1)     Estimated solely for the purpose of calculating the
registration fee
        pursuant to Rule 457(c) under the Securities Act
        of 1933 on the basis of the average of the high and low
prices of the
        Common Shares reported on the American Stock
        Exchange on May 3, 1994.
Part II          Information Required in the Registration
Statement

Item 3.          Incorporation of Documents by Reference.

        The documents listed below, and all documents filed by
registrant
pursuant to Sections 13(a), 13(c) 14 and 15(d) of the Securities
Exchange Act
of 1934 subsequent to the filing of this Registration Statement and
prior to
the filing of a post-effective amendment which indicates that all
securities
offered have been sold or which deregisters all securities then
remaining
unsold, are deemed to be incorporated by reference in this
registration
statement and to be part hereof from the date of filing of this
Registration
Statement:

        (a)  The Registrant's Annual Report on Form 10-K for the
year ended
             December 31, 1993, filed with the Commission on March
30, 1994.

        (b)  The Registrant's Current Report on Form 8-K filed with
the
             Commission on February 18, 1994; and

        (c)  The information set forth under the caption
"Description of    
             Capital Shares" in the Company's prospectus dated
March 17,
             1994, which forms part of the Company's Registration
Statement
             on Form S-3 (Reg. No. 33-52315) effective March 17,
1994, and
             which is incorporated by reference in Amendment No. 1,
filed 
             May 9, 1994 to the Company's Registration Statement on
Form
             8-A, effective April 19, 1984, and any amendment or
report filed
             to update such information.

Item 4.      Description of Securities.

        Not applicable.

Item 5.      Interest of Named Experts and Counsel.

     The validity of the issuance of the Common Shares registered
hereby will
be passed upon for the Registrant by Sommer & Barnard, PC,
Indianapolis,
Indiana, counsel for the Registrant.  James K. Sommer, a director
of the
Registrant is a member of Sommer & Barnard.  Mr. Sommer owns 3,501
Common
Shares of the Registrant.

Item 6.     Indemnification of Directors and Officers.

        A.  The Company is an Indiana corporation.  Indiana Code
Chapter
23-1-37 provides:

       Chapter 37.  Indemnification of Directors, Officers,
Employees and
Agents.

       Sec. 1.  As used in this chapter, "corporation" includes any
domestic
or foreign predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon
consummation of
the transaction.

       Sec. 2. As used in this chapter, "director" means an
individual who is
or was a director of a corporation or an individual who, while a
director of
a corporation, is or was serving at the corporation's request as a
director,
officer, partner, trustee, employee, or agent of another foreign or
domestic
corporation, partnership, limited liability company, joint venture,
trust,
employee benefit plan, or other enterprise, whether for profit or
not.  A
director is considered to be serving an employee benefit plan at
the
corporation's request if the director's duties to the corporation
also impose
duties on, or otherwise involve services by, the director to the
plan or to
participants in or beneficiaries of the plan.  "Director" includes,
unless
the context requires otherwise, the estate or personal
representative of a
director.

       Sec. 3.  As used in this chapter, "expenses" include counsel
fees.

       Sec. 4.  As used in this chapter, "liability" means the
obligation to
pay a judgment, settlement, penalty, fine (including an excise tax
assessed
with respect to an employee benefit plan), or reasonable expenses
incurred
with respect to a proceeding.

       Sec. 5. As used in this chapter, "official capacity" means:

           (1) when used with respect to a director, the office of
director
        in a corporation; and

           (2) when used with respect to an individual other than
a director,
        as contemplated in section 13 of this chapter, the office
in a
        corporation held by the officer or the employment or agency
        relationship undertaken by the employee or agent on behalf
of the 
        corporation.

        "Official capacity" does not include service for any other
foreign or
domestic corporation or any partnership, limited liability company,
joint
venture, trust, employee benefit plan, or other enterprise, whether
for
profit or not.

        Sec. 6. As used in this chapter, "party" includes an
individual who
was, is or is threatened to be made a named defendant or respondent
in a
proceeding.

        Sec. 7. As used in this chapter, "proceeding" means any
threatened,
pending, or completed action, suit, or proceeding, whether civil,
criminal,
administrative, or investigative and whether formal or informal.

        Sec. 8. (a) A corporation may indemnify an individual made
a party to
a proceeding because the individual is or was a director against
liability
incurred in the proceeding if:

               (1) the individual's conduct was in good faith; and

               (2) the individual reasonably believed:

                  (A) in the case of conduct in the individual's
official
                      capacity with the corporation, that the
individual's
                      conduct was in its best interests; and

                  (B) in all other cases, that the individual's
conduct was
                      at least not opposed to its best interests;
and

               (3) in the case of any criminal proceeding, the
individual   
                   either:

                  (A) had reasonable cause to believe the
individual's
                      conduct was lawful; or

                  (B) had no reasonable cause to believe the
individual's
                      conduct was unlawful.

        (b) A director's conduct with respect to an employee
benefit plan for
a purpose the director reasonably believed to be in the interests
of the
participants in and beneficiaries of the plan is conduct that
satisfies the
requirement of subsection (a)(2)(B).

        (c) The termination of a proceeding by judgment, order,
settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of
itself, determinative that the director did not meet the standard
of conduct
described in this section.

      Sec. 9. Unless limited by its articles of incorporation, a
corporation
shall indemnify a director who was wholly successful, on the merits
or
otherwise, in the defense of any proceeding to which the director
was a party
because the director is or was a director of the corporation
against
reasonable expenses incurred by the director in connection with the
proceeding.

      Sec. 10. (a) A corporation may pay for or reimburse the
reasonable
expenses incurred by a director who is a party to a proceeding in
advance of
final disposition of the proceeding if:

          (1) the director furnishes the corporation a written
affirmation
      of the director's good faith belief that the director has met
the
      standard of conduct described in section 8 of this chapter;

          (2) the director furnishes the corporation a written
undertaking,
     executed personally or on the director's behalf, to repay the
advance if
     it is ultimately determined that the director did not meet the
standard
     of conduct; and

          (3) a determination is made that the facts then known to
those
     making the determination would not preclude indemnification
under this
     chapter.

       (b) The undertaking required by subsection (a)(2) must be an
unlimited
general obligation of the director but need not be secured and may
be
accepted without reference to financial ability to make repayment.

       (c) Determinations and authorizations of payments under this
section
shall be made in the manner specified in section 12 of this
chapter.

       Sec. 11. Unless a corporation's articles of incorporation
provide
otherwise, a director of the corporation who is a party to a
proceeding may
apply for indemnification to the court conducting the proceeding or
to
another court of competent jurisdiction.  On receipt of an
application, the
court after giving any notice the court considers necessary may
order
indemnification if it determines:

        (1) the director is entitled to mandatory indemnification
under
     section 9 of this chapter, in which case the court shall also
order the
     corporation to pay the director's reasonable expenses incurred
to obtain
     court-ordered indemnification; or

        (2) the director is fairly and reasonably entitled to
     indemnification in view of all the relevant circumstances,
whether or
     not the director met the standard of conduct set forth in
section 8 of
     this chapter.

     Sec. 12. (a) A corporation may not indemnify a director under
section 8 of this chapter unless authorized in the specific case
after a
determination has been made that indemnification of the director is
permissible in the circumstances because the director has met the
standard of
conduct set forth in section 8 of this chapter.

     (b) The determination shall be made by any one (1) of the
following
procedures:

        (1)  By the board of directors by majority vote of a quorum
       consisting of directors not at the time parties to the
proceeding.

        (2)  If a quorum cannot be obtained under subdivision (1),
by
       majority vote of a committee duly designated by the board of
directors
       (in which designation directors who are parties may
participate),
       consisting solely of two (2) or more directors not at the
time parties
       to the proceeding.

       (3)  by special legal counsel:

          (A)  Selected by the board of directors or its committee
in
          the manner prescribed in subdivision (1) or (2); or

          (B) If a quorum of the board of directors cannot be
obtained
          under subdivision (1) and a committee cannot be
designated under
          subdivision (2), selected by majority vote of the full
board of
          directors (in which selection directors who are parties
may
          participate).

       (4) By the shareholders, but shares owned by or voted under
the
       control of directors who are at the time parties to the
proceeding may
       not be voted on the determination.

       (c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if
the
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses
shall be made
by those entitled under subsection (b)(3) to select counsel.

      Sec. 13. Unless a corporation's articles of incorporation
provide
otherwise:

     (1) An officer of the corporation, whether or not a director,
is
     entitled to mandatory indemnification under Section 9 of this
chapter,
     and is entitled to apply for court-ordered indemnification
under section
     11 of this chapter, in each case to the same extent as a
director;

     (2) The corporation may indemnify and advance expenses under
this
     chapter to an officer, employee, or agent of the corporation,
whether or
     not a director, to the same extent as to a director; and

     (3) A corporation may also indemnify and advance expenses to
an
     officer, employee, or agent, whether or not a director, to the
extent,
     consistent with public policy, that may be provided by its
articles of
     incorporation, bylaws, general or specific action of its board
of
     directors, or contract.

     Sec. 14. A corporation may purchase and maintain insurance on
behalf of
an individual who is or was a director, officer, employee or agent
of the
corporation, or who, while a director, officer, employee, or agent
of the
corporation, is or was serving at the request of the corporation as
a
director, officer, partner, trust, employee, or agent of another
foreign or
domestic corporation, partnership, limited liability company, joint
venture,
trust employee benefit plan, or other enterprise, against liability
asserted
against or incurred by the individual in that capacity or arising
from the
individual's status as a director, officer, employee, or agent,
whether or
not the corporation would have power to indemnify the individual
against the
same liability under section 8 or 9 of this chapter.

        The:

        (1) Corporation may purchase insurance under this section
from;
        and

        (2) Insurance purchased under this section may be
reimbursed in
        whole or in part by;

an insurer that is owned or otherwise affiliated with the
corporation,
whether the insurer does or does not do business with other
persons.

     Sec. 15 (a) The indemnification and advance for expenses
provided for
or authorized by this chapter does not exclude any other rights to
indemnification and advance for expenses that a person may have
under:

        (1) A corporation's articles of incorporation or bylaws;

        (2) A resolution of the board of directors or of the
Shareholders;

        (3) Any other authorization, whenever adopted, after
notice, by a
        majority vote of all the voting shares then issued and
outstanding.

     (b) If the articles of incorporation, bylaws, resolutions of
the board
of directors or of the Shareholders, or other duly adopted
authorization of
indemnification or advance for expenses limit indemnification or
advance for
expenses, indemnification and advance for expenses are valid only
to the
extent consistent with the articles, bylaws, resolution of the
board of
directors or of the Shareholders, or other duly adopted
authorization of
indemnification or advance for expenses.

     (c) This chapter does not limit a corporation's power to pay
or
reimburse expenses incurred by a director, officer, employee, or
agent in
connection with the person's appearance as a witness in a
proceeding at a
time when the person has not been made a named defendant or
respondent to the
proceeding.

    B. Article XII, Section 6 of the Company's Articles of
Incorporation
provides:

    Section 6. Limitation of Liability and Indemnification of
Officers and
Directors.  No officer or
director of the Corporation shall be liable to the Corporation for
any loss
or damage suffered by it on account of any action taken or omitted
to be
taken by him as a director, officer or employee of the Corporation
in good
faith if such person:

     (i) exercised or used the same degree of care and skill as a
     prudent man would have exercised or used under the
circumstances in the
     conduct of his own affairs; or

     (ii) took or omitted to take such action in reliance upon the
     advice of counsel for the Corporation or upon statements made
or
     information furnished by officers or employees of the
Corporation which
     he had reasonable grounds to believe, or upon a financial
statement of
     the Corporation prepared by an officer or employee of the
Corporation in
     charge of its accounts, or a public accountant or firm of
public
     accountants; or

     (iii) in good faith considered the assets to be of their book
value
      or followed what he believed to be sound accounting and
business
      practice.

      The Corporation shall indemnify any person against whom there
is
instituted or threatened any claim, action, suit or proceeding,
whether civil
or criminal, by reason of the fact that he, his testator or
intestate is or
was a director, member of an executive committee or officer of the
Corporation, or of any corporation which he served as such at the
request of
the Corporation, against any and all liability, reasonable expenses
and costs
of any nature (excluding only accounts paid in settlement and
including
without limitation any and all attorneys' fees, judgments, fines,
penalties
and court costs) actually incurred by him in connection with the
defense of
such claim, action, suit or proceeding, or in connection with any
appeal
therein, except in relation to matters as to which it shall be
finally
adjudged in such action, suit or proceeding that such person, his
testator or
intestate is liable for gross negligence or willful misconduct in
the
performance of his duties.  The Corporation may also reimburse to
any such
person any amount paid in settlement of any such claim, action,
suit or
proceeding, if it shall be found by a majority of a committee
composed of the
directors not involved in the matter in controversy (whether or not
a quorum)
that it is in the interests of the Corporation that such settlement
be made
and that such person, his testator or intestate was not guilty of
gross
negligence or willful misconduct.

     If several claims, issues or matters of action are involved,
any such
person may be entitled to indemnification as to some matters even
though he
is not so entitled as to others.  The Corporation may advance
expenses to, or
where appropriate may at its expense undertake the defense of, any
such
person upon receipt of an undertaking by or on behalf of such
person to repay
such expenses if it should ultimately be determined that he is not
entitled
to indemnification under this Article.

      The provisions of this Section shall be in addition to and
not in
limitation of any other right of indemnification and reimbursement
or
limitations of liability to which any director, member of an
executive
committee or officer may be entitled as a matter of law.  The
provisions of
this Section shall apply whether or not at the time of
reimbursement the
person reimbursed is then a director, member of an executive
committee or
officer of the Corporation.  Notwithstanding any repeal of this
Section or
other amendment thereof, its provisions shall be binding upon the
Corporation
(subject only to the exceptions hereinabove set forth) as to all
actions,
suits or proceedings and expenses connected therewith, judgments
and
settlements thereof, as above provided, arising out of matters
which occur
during or are referable to the period prior to any such repeal or
amendment
of this Section.

      By vote of the Board of Directors, the Corporation may assent
to the
adoption of a by-law or charter provision, having substantially the
provisions of this Section, by any subsidiary, whether or not
wholly owned.

      C. The Company has obtained a directors' and officers'
liability and
corporation reimbursement policy which (subject to certain limits
and
deductibles) (i) insures officers and directors of the Company
against loss
arising from certain claims made against them by reason of their
being such
directors or officers, and (ii) insures the Company against loss
which it may
be required or permitted to pay as indemnification due its
directors or
officers for certain claims.

Item 7.     Exemption from Registration Claimed.

        Not applicable.

Item 8.   Exhibits.

        Exhibit
        Number                       Description

          4            Excel Industries, Inc. 1994 Stock
Compensation Plan

          5            Opinion and Consent of Sommer & Barnard, PC

        23.1           Consent of Sommer & Barnard, PC (Included in
                       Exhibit 5)

        23.2           Consent of Independent Accountants

        24             Power of Attorney

Item 9.          Undertakings.

        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
registration statement is on Form S-3 or Form S-8, and 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.

      (4) If the registrant is a foreign private issuer, to file a
post-
      effective amendment to the registration statement to include
any
      financial statements required by Section 210.3-19 of this
chapter at the
      start of any delayed offering or throughout a continuous 
      offering.  Financial statements and information otherwise
required 
      by Section 10(a)(3) of the Act need not be furnished,
provided 
      that the registrant includes in the prospectus, by means of
a         
      post-effective amendment, financial statements
      required pursuant to this paragraph (a)(4) and other
information
      necessary to ensure that all other information in the
prospectus is at
      least as current as the date of those financial statements.

      (5) For the 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 (and, where applicable, each filing of an
employee benefit
      plan pursuant to 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.

      (6) Insofar as indemnification for liabilities arising under
the
      Securities Act of 1933 may be permitted to directors,
officers, and
      controlling persons of the Company pursuant to the foregoing
provisions
      described in Item 15, or otherwise, the Company 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 Company of expenses incurred or paid by a
director,  
      officer or controlling person of the Company in the
successful 
      defense of any action, suit or proceeding) is asserted by
such 
      director, officer or  controlling person in connection with 
      the securities being registered, the Company will, unless in
the
      opinion of its counsel the matter has been settled by
controlling 
      precedent, submit to a court of appropriate jurisdiction the
      question whether such indemnification by it is against public
policy as
      expressed in the Act and will be governed by the final
adjudication of
      such issue.

                                                         
SIGNATURES

        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 requirement 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 Elkhart, State of
Indiana, on the 
9th day of May, 1994.

                                       Excel Industries, Inc.

                                       By: /s/ James J. Lohman
                                       James J. Lohman
                                       Chief Executive Officer and
                                       Chairman of the Board

                         POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears
below constitutes and appoints James J. Lohman and Joseph A.
Robinson, and
each of them, his true and lawful attorney-in-fact and agent with
full power
of substitution for him in his name, place and stead, in any and
all
capacities to sign any and all amendments (including pre-effective
and 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, grants unto said
attorneys-in-fact
and agents full power and authority to do and perform each and
every act and
thing requisite and necessary to be done in and about the premises,
as fully
as to all intents and purposes as he might or could do in person,
and hereby
ratifies and confirms all that said attorneys-in-fact and agents or
their or
his substitute or substitutes amy 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.

Signature                 Title                          Date

/s/ James J. Lohman       Chief Executive Office and     May 9,
1994
James J. Lohman            Chairman

/s/ Joseph A. Robinson    Secretary, Treasurer, Chief    May 9,
1994
Joseph A. Robinson         Financial Officer and Director
                           Principal Financial Officer and
                           Principal Accounting Officer

/s/ James O. Futterknecht, Jr.  Director                 May 9,
1994
James O. Futterknecht, Jr.

/s/ John G. Keane               Director                 May 9,
1994
John G. Keane

/s/ James K. Sommer             Director                 May 9,
1994
James K. Sommer

/s/ Ralph R. Whitney, Jr.       Director                 May 9,
1994
Ralph R. Whitney, Jr.

                     INDEX TO EXHIBITS FILED
                     TO REGISTRATION STATEMENT ON
                     FORM S-8 OF EXCEL INDUSTRIES, INC.

                                                       Sequentially
Exhibit                                                Numbered
No.                   Description                      Page

4                     Excel Industries, Inc. 
                      1994 Stock Compensation Plan

5                     Opinion and Consent of 
                      Sommer & Barnard, PC

23.1                  Consent of Sommer & Barnard, PC 
                      (Included in Exhibit 5)

23.2                  Consent of Independent Accountants

24                    Power of Attorney