As filed with the Securities and Exchange Commission 
							   on May 4, 1995.
						  Registration No. 33-     
	  _________________________________________________________________
			  SECURITIES AND EXCHANGE COMMISSION
				WASHINGTON, D.C. 20549
				      __________

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

				     TRION, INC.
		(Exact name of registrant as specified in its charter)

		    Pennsylvania                          25-0922753
	  (State or other jurisdiction of              (I.R.S. Employer 
	  incorporation or organization)               Identification No.)

		      P.O. Box 760
		    101 McNeill Road
		  Sanford, North Carolina                   27331-0760
	     (Address of Principal Executive Offices)       (Zip Code) 

				     TRION, INC. 
			      1995 STOCK INCENTIVE PLAN 
			       (Full title of the plan)

				   Calvin J. Monsma
		      Vice President and Chief Financial Officer
				     Trion, Inc.
				     P.O. Box 760
				   101 McNeill Road
			  Sanford, North Carolina 27331-0760
		       (Name and address of agent for service)

				    (919) 775-2201
	    (Telephone number, including area code, of agent for service)

			   CALCULATION OF REGISTRATION FEE

	    TITLE OF       AMOUNT       MAXIMUM     MAXIMUM     AMOUNT OF
	    SECURITIES      TO BE       OFFERING   AGGREGATE  REGISTRATION
	      TO BE      REGISTERED      PRICE      OFFERING       FEE
	    REGISTERED                 PER SHARE     PRICE

	   Common       285,000 shs.     $5.50*     $1,567,500*    $541  
	   Stock, par                                              
	   value $.50
	   per share

	  * Inserted solely for the purpose of calculating the
	    registration fee pursuant to Rule 457(g).  The fee is
	    calculated on the basis of the average of the high and low
	    prices for the Registrant's Common Stock in the consolidated
	    reporting system on May 2, 1995.

				    Page 1 of 32 pages<PAGE>
				    PART II

		  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


	  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

		    The following documents filed by Trion, Inc. (the
	  "Company") with the Securities and Exchange Commission (the
	  "Commission") are incorporated by reference into this
	  Registration Statement:

		    1.   The Company's Annual Report on Form 10-K
			 for the fiscal year ended December 31, 1994.

		    2.   The description of the Company's Common
			 Stock, par value $.50 per share (the
			 "Common Stock"), contained in the
			 Company's Registration Statement filed
			 under Section 12 of the Securities
			 Exchange Act of 1934, as amended (the
			 "Exchange Act"), including all amendments
			 and reports updating such description.

		    The consolidated financial statements of the Company 
          incorporated by reference in the Company's Annual Report on
	  Form 10-K for the year ended December 31, 1994, have been 
	  audited by Ernst & Young LLP, independent auditors, as set forth
          in their report thereon included therein and incorporated herein
          by reference.  Such consolidated financial statements are
          incorporated herein by reference in reliance upon such report
          given upon the authority of such firm as experts in accounting 
          and auditing.

		    All documents subsequently filed by the Company with
	  the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
	  the Exchange Act after the date of this Registration Statement,
	  but prior to the filing of a post-effective amendment to this
	  Registration Statement which indicates that all securities
	  offered by this Registration Statement have been sold or which
	  deregisters all such securities then remaining unsold, shall be
	  deemed to be incorporated by reference into this Registration
	  Statement.  Each document incorporated by reference into this
	  Registration Statement shall be deemed to be a part of this
	  Registration Statement from the date of the filing of such
	  document with the Commission until the information contained
	  therein is superseded or updated by any subsequently filed
	  document which is incorporated by reference into this
	  Registration Statement or by any document which constitutes part
	  of a prospectus relating to the Trion, Inc. 1995 Stock Incentive
	  Plan and meeting the requirements of Section 10(a) of the 
	  Securities Act of 1933, as amended (the "Securities Act").



					 II-2
<PAGE>
          ITEM 4.  DESCRIPTION OF SECURITIES.

		    The class of securities to be offered under this
	  Registration Statement is registered under Section 12 of the
	  Exchange Act.

	  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

		    Inapplicable. 

	  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

		    The Pennsylvania Business Corporation Law of 1988, as
	  amended (the "BCL"), provides in relevant part as follows:

	       Section  1741.  THIRD PARTY ACTIONS.

		    Unless otherwise restricted in its bylaws, a business
	  corporation shall have power to indemnify any person who was or
	  is a party or is threatened to be made a party to any threatened,
	  pending or completed action or proceeding, whether civil,
	  criminal, administrative or investigative (other than an action
	  by or in the right of the corporation), by reason of the fact
	  that he is or was a representative of the corporation, or is or
	  was serving at the request of the corporation as a representative
	  of another domestic or foreign corporation for profit or not-for-
	  profit, partnership, joint venture, trust or other enterprise,
	  against expenses (including attorneys' fees), judgments, fines
	  and amounts paid in settlement actually and reasonably incurred
	  by him in connection with the action or proceeding if he acted in
	  good faith and in a manner he reasonably believed to be in, or
	  not opposed to, the best interests of the corporation and, with
	  respect to any criminal proceeding, had no reasonable cause to
	  believe his conduct was unlawful.  The termination of any action
	  or proceeding by judgment, order, settlement or conviction or
	  upon a plea of nolo contendere or its equivalent shall not of
	  itself create a presumption that the person did not act in good
	  faith and in a manner that he reasonably believed to be in, or
	  not opposed to, the best interests of the corporation and, with
	  respect to any criminal proceeding, had reasonable cause to
	  believe that his conduct was unlawful.

	       Section  1742.  DERIVATIVE ACTIONS.

		    Unless otherwise restricted in its bylaws, a business
	  corporation shall have power to indemnify any person who was or
	  is a party, or is threatened to be made a party, to any
	  threatened, pending or completed action by or in the right of the
	  corporation to procure a judgment in its favor by reason of the
	  fact that he is or was a representative of the corporation or is
	  or was serving at the request of the corporation as a
	  representative of another domestic or foreign corporation for
	  profit or not-for-profit, partnership, joint venture, trust or
	  other enterprise, against expenses (including attorneys' fees)
	  actually and reasonably incurred by him in connection with the
	  defense or settlement of the action if he acted in good faith and
	  in a manner he reasonably believed to be in, or not opposed to,

					 II-3
<PAGE>
	  the best interests of the corporation.  Indemnification shall not
	  be made under this section in respect of any claim, issue or
	  matter as to which the person has been adjudged to be liable to
	  the corporation unless and only to the extent that the court of
	  common pleas of the judicial district embracing the county in
	  which the registered office of the corporation is located or the
	  court in which the action was brought determines upon application
	  that, despite the adjudication of liability but in view of all
	  the circumstances of the case, the person is fairly and
	  reasonably entitled to indemnity for the expenses that the court
	  of common pleas or other court deems proper.

	       Section  1743.  MANDATORY INDEMNIFICATION.

		    To the extent that a representative of a business
	  corporation has been successful on the merits or otherwise in
	  defense of any action or proceeding referred to in section 1741
	  (relating to third party actions) or 1742 (relating to derivative
	  actions) or in defense of any claim, issue or matter therein, he
	  shall be indemnified against expenses (including attorneys' fees)
	  actually and reasonably incurred by him in connection therewith.

	       Section  1744.  PROCEDURE FOR EFFECTING INDEMNIFICATION.

		    Unless ordered by a court, any indemnification under
	  section 1741 (relating to third party actions) or 1742 (relating
	  to derivative actions) shall be made by the business corporation
	  only as authorized in the specific case upon a determination that
	  indemnification of the representative is proper in the
	  circumstances because he has met the applicable standard of
	  conduct set forth in those sections.  The determination shall be
	  made:

		    (1)  by the board of directors by a majority vote
	       of a quorum consisting of directors who were not
	       parties to the action or proceeding;

		    (2)  if such a quorum is not obtainable or if
	       obtainable and a majority vote of a quorum of
	       disinterested directors so directs, by independent
	       legal counsel in a written opinion; or

		    (3)  by the shareholders.

	       Section  1745.  ADVANCING EXPENSES.

		    Expenses (including attorneys' fees) incurred in
	  defending any action or proceeding referred to in this subchapter
	  may be paid by a business corporation in advance of the final
	  disposition of the action or proceeding upon receipt of an
	  undertaking by or on behalf of the representative to repay the
	  amount if it is ultimately determined that he is not entitled to
	  be indemnified by the corporation as authorized in this
	  subchapter or otherwise.




					 II-4<PAGE>
	       Section  1746.  SUPPLEMENTARY COVERAGE.

		    (a)  GENERAL RULE.--The indemnification and advancement
	  of expenses provided by, or granted pursuant to, the other
	  sections of this subchapter shall not be deemed exclusive of any
	  other rights to which a person seeking indemnification or
	  advancement of expenses may be entitled under any bylaw,
	  agreement, vote of shareholders or disinterested directors or
	  otherwise, both as to action in his official capacity and as to
	  action in another capacity while holding that office.  Section
	  1728 (relating to interested directors or officers; quorum) and,
	  in the case of a registered corporation, section 2538 (relating
	  to approval of transactions with interested shareholders) shall
	  be applicable to any bylaw, contract or transaction authorized by
	  the directors under this section.  A corporation may create a
	  fund of any nature, which may, but need not be, under the control
	  of a trustee, or otherwise secure or insure in any manner its
	  indemnification obligations, whether arising under or pursuant to
	  this section or otherwise.

		    (b)  WHEN INDEMNIFICATION IS NOT TO BE MADE.--
	  Indemnification pursuant to subsection (a) shall not be made in
	  any case where the act or failure to act giving rise to the claim
	  for indemnification is determined by a court to have constituted
	  willful misconduct or recklessness.  The articles may not provide
	  for indemnification in the case of willful misconduct or
	  recklessness.

	       Section  1747.  POWER TO PURCHASE INSURANCE.

		    Unless otherwise restricted in its bylaws, a business
	  corporation shall have power to purchase and maintain insurance
	  on behalf of any person who is or was a representative of the
	  corporation or is or was serving at the request of the
	  corporation as a representative of another domestic or foreign
	  corporation for profit or not-for-profit, partnership, joint
	  venture, trust or other enterprise against any liability asserted
	  against him and incurred by him in any such capacity, or arising
	  out of his status as such, whether or not the corporation would
	  have the power to indemnify him against that liability under the
	  provisions of this subchapter.  Such insurance is declared to be
	  consistent with the public policy of this Commonwealth.

	       Section  1748.  APPLICATION TO SURVIVING OR NEW CORPORATIONS.

		    For the purposes of this subchapter, references to "the
	  corporation" include all constituent corporations absorbed in a
	  consolidation, merger or division, as well as the surviving or
	  new corporations surviving or resulting therefrom, so that any
	  person who is or was a representative of the constituent,
	  surviving or new corporation, or is or was serving at the request
	  of the constituent, surviving or new corporation as a
	  representative of another domestic or foreign corporation for
	  profit or not-for-profit, partnership, joint venture, trust or
	  other enterprise, shall stand in the same position under the
	  provisions of this subchapter with respect to the surviving or

					 II-5
<PAGE>
	  new corporation as he would if he had served the surviving or new
	  corporation in the same capacity.

	       Section  1749.  APPLICATION TO EMPLOYEE BENEFIT PLANS.

		    For purposes of this subchapter:

		    (1)  References to "other enterprises" shall
	       include employee benefit plans and references to
	       "serving at the request of the corporation" shall
	       include any service as a representative of the business
	       corporation that imposes duties on, or involves
	       services by, the representative with respect to an
	       employee benefit plan, its participants or
	       beneficiaries.

		    (2)  Excise taxes assessed on a person with
	       respect to an employee benefit plan pursuant to
	       applicable law shall be deemed "fines."

		    (3)  Action with respect to an employee benefit
	       plan taken or omitted in good faith by a representative
	       of the corporation in a manner he reasonably believed
	       to be in the interest of the participants and
	       beneficiaries of the plan shall be deemed to be action
	       in a manner that is not opposed to the best interests
	       of the corporation.

	       Section  1750.  DURATION AND EXTENT OF COVERAGE.

		    The indemnification and advancement of expenses
	  provided by, or granted pursuant to, this subchapter shall,
	  unless otherwise provided when authorized or ratified, continue
	  as to a person who has ceased to be a representative of the
	  corporation and shall inure to the benefit of the heirs and
	  personal representative of that person.

		    Article VIII of the Company's Amended and Restated By-
	  laws provides as follows:

		    SECTION 8.1.  MANDATORY INDEMNIFICATION OF DIRECTORS
	  AND OFFICERS.  The corporation shall indemnify, to the fullest
	  extent now or hereafter permitted by law, each director or
	  officer (including each former director or officer) of the
	  Corporation who was or is made a party to or a witness in or is
	  threatened to be made a party to or a witness in any threatened,
	  pending, or completed action, suit, or proceeding, whether civil,
	  criminal, administrative, or investigative, by reason of the fact
	  that he is or was an authorized representative of the
	  Corporation, against all expenses (including attorneys' fees and
	  disbursements), judgments, fines (including excise taxes and
	  penalties), and amounts paid in settlement actually and
	  reasonably incurred by him in connection with such action, suit,
	  or proceeding.



					 II-6
<PAGE>
		    SECTION 8.2.  MANDATORY ADVANCEMENT OF EXPENSES TO
	  DIRECTORS AND OFFICERS.  The Corporation shall pay expenses
	  (including attorneys' fees and disbursements) incurred by a
	  director or officer of the Corporation referred to in Section 8.1
	  of this Article in defending or appearing as a witness in any
	  civil or criminal action, suit, or proceeding described in
	  Section 8.1 of this Article in advance of the final disposition
	  of such action, suit, or proceeding.  The expenses incurred by
	  such director or officer shall be paid by the Corporation in
	  advance of the final disposition of such action, suit, or
	  proceeding only upon receipt of an undertaking by or on behalf of
	  such director or officer to repay all amounts advanced if and to
	  the extent that it shall ultimately be determined that he is not
	  entitled to be indemnified by the Corporation with respect to
	  such expenses.

		    SECTION 8.3.  PERMISSIVE INDEMNIFICATION AND
	  ADVANCEMENT OF EXPENSES.  The Corporation may, as determined by
	  the Board of Directors from time to time, indemnify to the
	  fullest extent now or hereafter permitted by law, any person who
	  was or is a party to or a witness in or is threatened to be made
	  a party to or a witness in, or is otherwise involved in, any
	  threatened, pending, or completed action, suit, or proceeding,
	  whether civil, criminal, administrative, or investigative, by
	  reason of the fact that he is or was an authorized representative
	  of the Corporation, both as to action in his official capacity
	  and as to action in another capacity while holding such office or
	  position, against all expenses (including attorneys' fees and
	  disbursements), judgments, fines (including excise taxes and
	  penalties), and amounts paid in settlement actually and
	  reasonably incurred by him in connection with such action, suit,
	  or proceeding.  The Corporation may, as determined by the Board
	  of Directors from time to time, pay expenses incurred by any such
	  person by reason of his participation in an action, suit, or
	  proceeding referred to in this Section 8.3 in advance of the
	  final disposition of such action, suit, or proceeding upon
	  receipt of an undertaking by or on behalf of such person to repay
	  such amount if it shall ultimately be determined that he is not
	  entitled to be indemnified by the Corporation.

		    SECTION 8.4.  MANDATORY INDEMNIFICATION WITH RESPECT TO
	  EXPENSES.  To the extent that a director, officer, employee, or
	  agent of the Corporation has been successful on the merits or
	  otherwise in the defense of any action, suit, or proceeding,
	  whether civil, criminal, administrative, or investigative, to
	  which such person shall have been made a party by reason of the
	  fact that he is or was a director, officer, employee, or agent of
	  the Corporation or is or was serving at the request of the
	  Corporation as a director, officer, employee, or agent of another
	  corporation, partnership, joint venture, interest, or other
	  enterprise, or in defense of any claim, issue, or matter therein,
	  he shall be indemnified against expenses (including attorneys'
	  fees and disbursements) actually and reasonably incurred by him
	  in connection therewith.

		    SECTION 8.5.  SCOPE OF INDEMNIFICATION.  This Article
	  is intended to provide indemnification in accordance with its

					 II-7
<PAGE>
	  terms to the fullest extent permitted by law, including, without
	  limitation, pursuant to Section 1746 of the BCL (or any successor
	  provision or statute as in effect at the time of such alleged
	  action or failure to take action), whether the Corporation would
	  have the power to so indemnify under any other provisions of law
	  except Subchapter D of the BCL (or successor statute) and whether
	  or not the indemnified liability arises or arose from any
	  threatened, pending, or completed action by or in the right of
	  the Corporation; indemnification under this Article shall not be
	  made by the Corporation in any case where indemnification for the
	  alleged act or failure to act giving rise to the claim for
	  indemnification is expressly prohibited by the said Section 1746
	  or any successor statute as in effect at the time of such alleged
	  action or failure to take action.

		    SECTION 8.6.  FUNDING TO MEET INDEMNIFICATION
	  OBLIGATIONS.  The Board of Directors, without further approval of
	  the shareholders, shall have the power to borrow money on behalf
	  of the Corporation, including the power to pledge the assets of
	  the Corporation, from time to time to discharge the Corporation's
	  obligations with respect to indemnification and the advancement
	  and reimbursement of expenses, and for the purchase and
	  maintenance of insurance on behalf of each director or officer
	  against any liability asserted against or incurred by such
	  director or officer in any capacity.

		    SECTION 8.7.  MISCELLANEOUS.  Each director and officer
	  of the Corporation shall be deemed to act in such capacity in
	  reliance upon such rights of indemnification and advancement of
	  expenses as are provided in this Article.  The rights of
	  indemnification and advancement of expenses provided by this
	  Article shall not be deemed exclusive of any other rights to
	  which any person seeking indemnification or advancement of
	  expenses may be entitled under any agreement, vote of
	  shareholders or disinterested directors, statute, or otherwise,
	  both as to action in such person's official capacity and as to
	  action in another capacity while holding such office or position,
	  and shall continue as to a person who has ceased to be an
	  authorized representative of the Corporation and shall inure to
	  the benefit of the heirs, executors, and administrators of such
	  person.  Any repeal or modification of this Article VIII by the
	  shareholders or the Board of Directors of the Corporation shall
	  not adversely affect any right or protection existing at the time
	  of such repeal or modification to which any person may be
	  entitled under this Article.

		    SECTION 8.8.  DEFINITION OF CORPORATION.  For purposes
	  of this Article, references to "the Corporation" shall include,
	  in addition to the resulting corporation, any constituent
	  corporation (including any constituent of a constituent) absorbed
	  in consolidation or merger that, if its separate existence had
	  continued, would have had power and authority to indemnify its
	  authorized representatives so that any person who is or was an
	  authorized representative of such constituent corporation shall
	  stand in the same position under this Article with respect to the
	  resulting or surviving corporation as he would have with respect


					 II-8
<PAGE>
	  to such constituent corporation if its separate existence had
	  continued.

		    SECTION 8.9.  DEFINITION OF AUTHORIZED REPRESENTATIVE. 
	  For the purposes of this Article, the term "authorized
	  representative" shall mean a director, officer, employee, or
	  agent of the Corporation or of any subsidiary of the Corporation
	  or a trustee, custodian, administrator, committeeman, or
	  fiduciary of any employee benefit plan established and maintained
	  by the Corporation or by any subsidiary of the Corporation, or a
	  person serving another corporation, partnership, joint venture,
	  trust, or other enterprise in any of the foregoing capacities at
	  the request of the Corporation.

		    The Company has entered into agreements with certain
	  directors and officers to indemnify them to the fullest
	  extent permitted by law against liabilities incurred while
	  serving in any capacity for the Company or for any other entity
	  at the request of the Company.  The Company also has obtained
	  insurance covering liability of its directors and officers for
	  their actions as such.

	  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

		    Inapplicable.

	  ITEM 8.  EXHIBITS.

		    The following exhibits are filed herewith as part of
	  this Registration Statement:

	  EXHIBIT NO. AND DESCRIPTION
	  ___________________________

	     4.1    Articles of Incorporation of Trion, Inc., incorporated
		    by reference to Exhibit 3.1 to the Company's Annual
		    Report on Form 10-K for the fiscal year ended
		    December 31, 1985.

	     4.2    Trion, Inc. 1995 Stock Incentive Plan.
		    Incorporated by reference to Annex A to the Company's
		    Proxy Statement dated March 13, 1995.

	     4.3    Form of Incentive Stock Option Agreement.

 	     4.4    Form of Non-Statutory Stock Option Agreement.

	     5.1    Opinion of Kirkpatrick & Lockhart as to the legality of
		    the securities being registered.

	    23.1    Consent of Independent Auditors.

	    23.2    The consent of Kirkpatrick & Lockhart to the use of its
		    opinion as an exhibit to this Registration Statement is
		    included in its opinion filed as Exhibit 5.1.



					 II-9
<PAGE>
	  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;

			      (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
			 Exchange Act that are incorporated
			 by reference in the Registration
			 Statement.

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

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


					 II-10
<PAGE>
		    (b)  The undersigned registrant hereby undertakes that,
	  for purposes of determining any liability under the Securities
	  Act, each filing of the registrant's annual report pursuant to
	  Section 13(a) or Section 15(d) of the Exchange Act 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 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 Commission such
	  indemnification is against public policy as expressed in the
	  Securities 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 Securities Act and will be governed by the final adjudication
	  of such issue.























					II-11
<PAGE>
			      
				      SIGNATURES

		    Pursuant to the requirements of the Securities Act, 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 Sanford, State of North Carolina, on this 18th day of
	  April, 1995.

						TRION, INC.


						By:  /s/ Steven L. Schneider
						    _______________________
						     Steven L. Schneider
						     President and Chief
						     Executive Officer 


	       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
	  directors and officers of Trion, Inc. hereby constitutes and
	  appoints Calvin J. Monsma his true and lawful attorney-in-fact
	  and agent, for him and in his name, place and stead, in any and
	  all capacities, to sign one or more amendments to this
	  Registration Statement on Form S-8 under the Securities Act,
	  including post-effective amendments and other related documents,
	  and to file the same with the Commission under said Act, hereby
	  granting power and authority to do and perform any and all acts
	  and things 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, hereby ratifying and confirming all that said
	  attorney-in-fact and agent may lawfully do or cause to be done by
	  virtue hereof.

	       Pursuant to the requirements of the Securities Act, this
	  Registration Statement and the foregoing Power of Attorney have
	  been signed by the following persons on April 18, 1995 in the
	  capacities indicated:

	       Signature                         Title
	       ---------                         -----

	  /s/ Steven L. Schneider
	  ________________________         President, Chief
	  Steven L. Schneider              Executive Officer 
					     and Director
				     (Principal Executive Officer)

	  /s/ Calvin J. Monsma
	  ________________________         Vice President and
	  Calvin J. Monsma              Chief Financial Officer
				       (Principal Financial and 
					  Accounting Officer)

					II-12<PAGE>
	  /s/ Hugh E. Carr                             
	  ________________________             Director
	  Hugh E. Carr

	  /s/ Edwin V. Clarke, Jr.
	  ________________________             Director
	  Edwin V. Clarke, Jr.

	  /s/ Joseph W. Deering 
	  ________________________             Director
	  Joseph W. Deering

	  /s/ Seddon Goode, Jr.
	  ________________________             Director
	  Seddon Goode, Jr.

	  /s/ James E. Heins 
	  ________________________             Director
	  James E. Heins 

	  /s/ Grant R. Meyers 
	  ________________________             Director
	  Grant R. Meyers 

	  /s/ Samuel J. Wornom III
	  ________________________             Director
	  Samuel J. Wornom III





























					II-13
<PAGE>
				    EXHIBIT INDEX

							   SEQUENTIAL
	  EXHIBIT NO. AND DESCRIPTION                       PAGE NO.
	  ___________________________                       ________


	     4.1    Articles of Incorporation of 
		    Trion, Inc., incorporated
		    by reference to Exhibit 3.1 to 
		    the Company's Annual Report on 
		    Form 10-K for the fiscal year 
		    ended December 31, 1985.

	     4.2    Trion, Inc. 1995 Stock Incentive
		    Plan.  Incorporated by reference 
		    to Annex A to the Company's
		    Proxy Statement dated March 13, 1995.

             4.3    Form of Incentive Stock Option
		    Agreement.                                 II-15

	     4.4    Form of Non-Statutory Stock Option
		    Agreement.				       II-23

	     5.1    Opinion of Kirkpatrick & Lockhart as       II-31
		    to the legality of the securities 
		    being registered.

	    23.1    Consent of Independent Auditors.           II-32

	    23.2    The consent of Kirkpatrick & Lockhart 
		    to the use of its opinion as an exhibit 
		    to this Registration Statement is included 
		    in its opinion filed as Exhibit 5.1.


















					
					II-14
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 32772}]
{"company-data": {"conformed-name": "TRION INC", "cik": "0000099802", "assigned-sic": "3564", "irs-number": "250922753", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59095", "film-number": "95534575"}, "business-address": {"street1": "101 MCNEILL RD", "street2": "P O BOX 760", "city": "SANFORD", "state": "NC", "zip": "27331-0760", "phone": "9197752201"}, "mail-address": {"street1": "101 MCNEIL ROAD", "street2": "101 MCNEIL ROAD", "city": "SANFORD", "state": "NC", "zip": "27331-0760"}}
As filed with the Securities and Exchange Commission 
							   on May 4, 1995.
						  Registration No. 33-     
	  _________________________________________________________________
			  SECURITIES AND EXCHANGE COMMISSION
				WASHINGTON, D.C. 20549
				      __________

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

				     TRION, INC.
		(Exact name of registrant as specified in its charter)

		    Pennsylvania                          25-0922753
	  (State or other jurisdiction of              (I.R.S. Employer 
	  incorporation or organization)               Identification No.)

		      P.O. Box 760
		    101 McNeill Road
		  Sanford, North Carolina                   27331-0760
	     (Address of Principal Executive Offices)       (Zip Code) 

				     TRION, INC. 
			      1995 STOCK INCENTIVE PLAN 
			       (Full title of the plan)

				   Calvin J. Monsma
		      Vice President and Chief Financial Officer
				     Trion, Inc.
				     P.O. Box 760
				   101 McNeill Road
			  Sanford, North Carolina 27331-0760
		       (Name and address of agent for service)

				    (919) 775-2201
	    (Telephone number, including area code, of agent for service)

			   CALCULATION OF REGISTRATION FEE

	    TITLE OF       AMOUNT       MAXIMUM     MAXIMUM     AMOUNT OF
	    SECURITIES      TO BE       OFFERING   AGGREGATE  REGISTRATION
	      TO BE      REGISTERED      PRICE      OFFERING       FEE
	    REGISTERED                 PER SHARE     PRICE

	   Common       285,000 shs.     $5.50*     $1,567,500*    $541  
	   Stock, par                                              
	   value $.50
	   per share

	  * Inserted solely for the purpose of calculating the
	    registration fee pursuant to Rule 457(g).  The fee is
	    calculated on the basis of the average of the high and low
	    prices for the Registrant's Common Stock in the consolidated
	    reporting system on May 2, 1995.

				    Page 1 of 32 pages
PART II

		  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

	  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

		    The following documents filed by Trion, Inc. (the
	  "Company") with the Securities and Exchange Commission (the
	  "Commission") are incorporated by reference into this
	  Registration Statement:

		    1.   The Company's Annual Report on Form 10-K
			 for the fiscal year ended December 31, 1994.

		    2.   The description of the Company's Common
			 Stock, par value $.50 per share (the
			 "Common Stock"), contained in the
			 Company's Registration Statement filed
			 under Section 12 of the Securities
			 Exchange Act of 1934, as amended (the
			 "Exchange Act"), including all amendments
			 and reports updating such description.

		    The consolidated financial statements of the Company 
          incorporated by reference in the Company's Annual Report on
	  Form 10-K for the year ended December 31, 1994, have been 
	  audited by Ernst & Young LLP, independent auditors, as set forth
          in their report thereon included therein and incorporated herein
          by reference.  Such consolidated financial statements are
          incorporated herein by reference in reliance upon such report
          given upon the authority of such firm as experts in accounting 
          and auditing.

		    All documents subsequently filed by the Company with
	  the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
	  the Exchange Act after the date of this Registration Statement,
	  but prior to the filing of a post-effective amendment to this
	  Registration Statement which indicates that all securities
	  offered by this Registration Statement have been sold or which
	  deregisters all such securities then remaining unsold, shall be
	  deemed to be incorporated by reference into this Registration
	  Statement.  Each document incorporated by reference into this
	  Registration Statement shall be deemed to be a part of this
	  Registration Statement from the date of the filing of such
	  document with the Commission until the information contained
	  therein is superseded or updated by any subsequently filed
	  document which is incorporated by reference into this
	  Registration Statement or by any document which constitutes part
	  of a prospectus relating to the Trion, Inc. 1995 Stock Incentive
	  Plan and meeting the requirements of Section 10(a) of the 
	  Securities Act of 1933, as amended (the "Securities Act").

					 II-2
ITEM 4.  DESCRIPTION OF SECURITIES.

		    The class of securities to be offered under this
	  Registration Statement is registered under Section 12 of the
	  Exchange Act.

	  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

		    Inapplicable. 

	  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

		    The Pennsylvania Business Corporation Law of 1988, as
	  amended (the "BCL"), provides in relevant part as follows:

	       Section  1741.  THIRD PARTY ACTIONS.

		    Unless otherwise restricted in its bylaws, a business
	  corporation shall have power to indemnify any person who was or
	  is a party or is threatened to be made a party to any threatened,
	  pending or completed action or proceeding, whether civil,
	  criminal, administrative or investigative (other than an action
	  by or in the right of the corporation), by reason of the fact
	  that he is or was a representative of the corporation, or is or
	  was serving at the request of the corporation as a representative
	  of another domestic or foreign corporation for profit or not-for-
	  profit, partnership, joint venture, trust or other enterprise,
	  against expenses (including attorneys' fees), judgments, fines
	  and amounts paid in settlement actually and reasonably incurred
	  by him in connection with the action or proceeding if he acted in
	  good faith and in a manner he reasonably believed to be in, or
	  not opposed to, the best interests of the corporation and, with
	  respect to any criminal proceeding, had no reasonable cause to
	  believe his conduct was unlawful.  The termination of any action
	  or proceeding by judgment, order, settlement or conviction or
	  upon a plea of nolo contendere or its equivalent shall not of
	  itself create a presumption that the person did not act in good
	  faith and in a manner that he reasonably believed to be in, or
	  not opposed to, the best interests of the corporation and, with
	  respect to any criminal proceeding, had reasonable cause to
	  believe that his conduct was unlawful.

	       Section  1742.  DERIVATIVE ACTIONS.

		    Unless otherwise restricted in its bylaws, a business
	  corporation shall have power to indemnify any person who was or
	  is a party, or is threatened to be made a party, to any
	  threatened, pending or completed action by or in the right of the
	  corporation to procure a judgment in its favor by reason of the
	  fact that he is or was a representative of the corporation or is
	  or was serving at the request of the corporation as a
	  representative of another domestic or foreign corporation for
	  profit or not-for-profit, partnership, joint venture, trust or
	  other enterprise, against expenses (including attorneys' fees)
	  actually and reasonably incurred by him in connection with the
	  defense or settlement of the action if he acted in good faith and
	  in a manner he reasonably believed to be in, or not opposed to,

					 II-3
the best interests of the corporation.  Indemnification shall not
	  be made under this section in respect of any claim, issue or
	  matter as to which the person has been adjudged to be liable to
	  the corporation unless and only to the extent that the court of
	  common pleas of the judicial district embracing the county in
	  which the registered office of the corporation is located or the
	  court in which the action was brought determines upon application
	  that, despite the adjudication of liability but in view of all
	  the circumstances of the case, the person is fairly and
	  reasonably entitled to indemnity for the expenses that the court
	  of common pleas or other court deems proper.

	       Section  1743.  MANDATORY INDEMNIFICATION.

		    To the extent that a representative of a business
	  corporation has been successful on the merits or otherwise in
	  defense of any action or proceeding referred to in section 1741
	  (relating to third party actions) or 1742 (relating to derivative
	  actions) or in defense of any claim, issue or matter therein, he
	  shall be indemnified against expenses (including attorneys' fees)
	  actually and reasonably incurred by him in connection therewith.

	       Section  1744.  PROCEDURE FOR EFFECTING INDEMNIFICATION.

		    Unless ordered by a court, any indemnification under
	  section 1741 (relating to third party actions) or 1742 (relating
	  to derivative actions) shall be made by the business corporation
	  only as authorized in the specific case upon a determination that
	  indemnification of the representative is proper in the
	  circumstances because he has met the applicable standard of
	  conduct set forth in those sections.  The determination shall be
	  made:

		    (1)  by the board of directors by a majority vote
	       of a quorum consisting of directors who were not
	       parties to the action or proceeding;

		    (2)  if such a quorum is not obtainable or if
	       obtainable and a majority vote of a quorum of
	       disinterested directors so directs, by independent
	       legal counsel in a written opinion; or

		    (3)  by the shareholders.

	       Section  1745.  ADVANCING EXPENSES.

		    Expenses (including attorneys' fees) incurred in
	  defending any action or proceeding referred to in this subchapter
	  may be paid by a business corporation in advance of the final
	  disposition of the action or proceeding upon receipt of an
	  undertaking by or on behalf of the representative to repay the
	  amount if it is ultimately determined that he is not entitled to
	  be indemnified by the corporation as authorized in this
	  subchapter or otherwise.

					 II-4
Section  1746.  SUPPLEMENTARY COVERAGE.

		    (a)  GENERAL RULE.--The indemnification and advancement
	  of expenses provided by, or granted pursuant to, the other
	  sections of this subchapter shall not be deemed exclusive of any
	  other rights to which a person seeking indemnification or
	  advancement of expenses may be entitled under any bylaw,
	  agreement, vote of shareholders or disinterested directors or
	  otherwise, both as to action in his official capacity and as to
	  action in another capacity while holding that office.  Section
	  1728 (relating to interested directors or officers; quorum) and,
	  in the case of a registered corporation, section 2538 (relating
	  to approval of transactions with interested shareholders) shall
	  be applicable to any bylaw, contract or transaction authorized by
	  the directors under this section.  A corporation may create a
	  fund of any nature, which may, but need not be, under the control
	  of a trustee, or otherwise secure or insure in any manner its
	  indemnification obligations, whether arising under or pursuant to
	  this section or otherwise.

		    (b)  WHEN INDEMNIFICATION IS NOT TO BE MADE.--
	  Indemnification pursuant to subsection (a) shall not be made in
	  any case where the act or failure to act giving rise to the claim
	  for indemnification is determined by a court to have constituted
	  willful misconduct or recklessness.  The articles may not provide
	  for indemnification in the case of willful misconduct or
	  recklessness.

	       Section  1747.  POWER TO PURCHASE INSURANCE.

		    Unless otherwise restricted in its bylaws, a business
	  corporation shall have power to purchase and maintain insurance
	  on behalf of any person who is or was a representative of the
	  corporation or is or was serving at the request of the
	  corporation as a representative of another domestic or foreign
	  corporation for profit or not-for-profit, partnership, joint
	  venture, trust or other enterprise against any liability asserted
	  against him and incurred by him in any such capacity, or arising
	  out of his status as such, whether or not the corporation would
	  have the power to indemnify him against that liability under the
	  provisions of this subchapter.  Such insurance is declared to be
	  consistent with the public policy of this Commonwealth.

	       Section  1748.  APPLICATION TO SURVIVING OR NEW CORPORATIONS.

		    For the purposes of this subchapter, references to "the
	  corporation" include all constituent corporations absorbed in a
	  consolidation, merger or division, as well as the surviving or
	  new corporations surviving or resulting therefrom, so that any
	  person who is or was a representative of the constituent,
	  surviving or new corporation, or is or was serving at the request
	  of the constituent, surviving or new corporation as a
	  representative of another domestic or foreign corporation for
	  profit or not-for-profit, partnership, joint venture, trust or
	  other enterprise, shall stand in the same position under the
	  provisions of this subchapter with respect to the surviving or

					 II-5
new corporation as he would if he had served the surviving or new
	  corporation in the same capacity.

	       Section  1749.  APPLICATION TO EMPLOYEE BENEFIT PLANS.

		    For purposes of this subchapter:

		    (1)  References to "other enterprises" shall
	       include employee benefit plans and references to
	       "serving at the request of the corporation" shall
	       include any service as a representative of the business
	       corporation that imposes duties on, or involves
	       services by, the representative with respect to an
	       employee benefit plan, its participants or
	       beneficiaries.

		    (2)  Excise taxes assessed on a person with
	       respect to an employee benefit plan pursuant to
	       applicable law shall be deemed "fines."

		    (3)  Action with respect to an employee benefit
	       plan taken or omitted in good faith by a representative
	       of the corporation in a manner he reasonably believed
	       to be in the interest of the participants and
	       beneficiaries of the plan shall be deemed to be action
	       in a manner that is not opposed to the best interests
	       of the corporation.

	       Section  1750.  DURATION AND EXTENT OF COVERAGE.

		    The indemnification and advancement of expenses
	  provided by, or granted pursuant to, this subchapter shall,
	  unless otherwise provided when authorized or ratified, continue
	  as to a person who has ceased to be a representative of the
	  corporation and shall inure to the benefit of the heirs and
	  personal representative of that person.

		    Article VIII of the Company's Amended and Restated By-
	  laws provides as follows:

		    SECTION 8.1.  MANDATORY INDEMNIFICATION OF DIRECTORS
	  AND OFFICERS.  The corporation shall indemnify, to the fullest
	  extent now or hereafter permitted by law, each director or
	  officer (including each former director or officer) of the
	  Corporation who was or is made a party to or a witness in or is
	  threatened to be made a party to or a witness in any threatened,
	  pending, or completed action, suit, or proceeding, whether civil,
	  criminal, administrative, or investigative, by reason of the fact
	  that he is or was an authorized representative of the
	  Corporation, against all expenses (including attorneys' fees and
	  disbursements), judgments, fines (including excise taxes and
	  penalties), and amounts paid in settlement actually and
	  reasonably incurred by him in connection with such action, suit,
	  or proceeding.

					 II-6
SECTION 8.2.  MANDATORY ADVANCEMENT OF EXPENSES TO
	  DIRECTORS AND OFFICERS.  The Corporation shall pay expenses
	  (including attorneys' fees and disbursements) incurred by a
	  director or officer of the Corporation referred to in Section 8.1
	  of this Article in defending or appearing as a witness in any
	  civil or criminal action, suit, or proceeding described in
	  Section 8.1 of this Article in advance of the final disposition
	  of such action, suit, or proceeding.  The expenses incurred by
	  such director or officer shall be paid by the Corporation in
	  advance of the final disposition of such action, suit, or
	  proceeding only upon receipt of an undertaking by or on behalf of
	  such director or officer to repay all amounts advanced if and to
	  the extent that it shall ultimately be determined that he is not
	  entitled to be indemnified by the Corporation with respect to
	  such expenses.

		    SECTION 8.3.  PERMISSIVE INDEMNIFICATION AND
	  ADVANCEMENT OF EXPENSES.  The Corporation may, as determined by
	  the Board of Directors from time to time, indemnify to the
	  fullest extent now or hereafter permitted by law, any person who
	  was or is a party to or a witness in or is threatened to be made
	  a party to or a witness in, or is otherwise involved in, any
	  threatened, pending, or completed action, suit, or proceeding,
	  whether civil, criminal, administrative, or investigative, by
	  reason of the fact that he is or was an authorized representative
	  of the Corporation, both as to action in his official capacity
	  and as to action in another capacity while holding such office or
	  position, against all expenses (including attorneys' fees and
	  disbursements), judgments, fines (including excise taxes and
	  penalties), and amounts paid in settlement actually and
	  reasonably incurred by him in connection with such action, suit,
	  or proceeding.  The Corporation may, as determined by the Board
	  of Directors from time to time, pay expenses incurred by any such
	  person by reason of his participation in an action, suit, or
	  proceeding referred to in this Section 8.3 in advance of the
	  final disposition of such action, suit, or proceeding upon
	  receipt of an undertaking by or on behalf of such person to repay
	  such amount if it shall ultimately be determined that he is not
	  entitled to be indemnified by the Corporation.

		    SECTION 8.4.  MANDATORY INDEMNIFICATION WITH RESPECT TO
	  EXPENSES.  To the extent that a director, officer, employee, or
	  agent of the Corporation has been successful on the merits or
	  otherwise in the defense of any action, suit, or proceeding,
	  whether civil, criminal, administrative, or investigative, to
	  which such person shall have been made a party by reason of the
	  fact that he is or was a director, officer, employee, or agent of
	  the Corporation or is or was serving at the request of the
	  Corporation as a director, officer, employee, or agent of another
	  corporation, partnership, joint venture, interest, or other
	  enterprise, or in defense of any claim, issue, or matter therein,
	  he shall be indemnified against expenses (including attorneys'
	  fees and disbursements) actually and reasonably incurred by him
	  in connection therewith.

		    SECTION 8.5.  SCOPE OF INDEMNIFICATION.  This Article
	  is intended to provide indemnification in accordance with its

					 II-7
terms to the fullest extent permitted by law, including, without
	  limitation, pursuant to Section 1746 of the BCL (or any successor
	  provision or statute as in effect at the time of such alleged
	  action or failure to take action), whether the Corporation would
	  have the power to so indemnify under any other provisions of law
	  except Subchapter D of the BCL (or successor statute) and whether
	  or not the indemnified liability arises or arose from any
	  threatened, pending, or completed action by or in the right of
	  the Corporation; indemnification under this Article shall not be
	  made by the Corporation in any case where indemnification for the
	  alleged act or failure to act giving rise to the claim for
	  indemnification is expressly prohibited by the said Section 1746
	  or any successor statute as in effect at the time of such alleged
	  action or failure to take action.

		    SECTION 8.6.  FUNDING TO MEET INDEMNIFICATION
	  OBLIGATIONS.  The Board of Directors, without further approval of
	  the shareholders, shall have the power to borrow money on behalf
	  of the Corporation, including the power to pledge the assets of
	  the Corporation, from time to time to discharge the Corporation's
	  obligations with respect to indemnification and the advancement
	  and reimbursement of expenses, and for the purchase and
	  maintenance of insurance on behalf of each director or officer
	  against any liability asserted against or incurred by such
	  director or officer in any capacity.

		    SECTION 8.7.  MISCELLANEOUS.  Each director and officer
	  of the Corporation shall be deemed to act in such capacity in
	  reliance upon such rights of indemnification and advancement of
	  expenses as are provided in this Article.  The rights of
	  indemnification and advancement of expenses provided by this
	  Article shall not be deemed exclusive of any other rights to
	  which any person seeking indemnification or advancement of
	  expenses may be entitled under any agreement, vote of
	  shareholders or disinterested directors, statute, or otherwise,
	  both as to action in such person's official capacity and as to
	  action in another capacity while holding such office or position,
	  and shall continue as to a person who has ceased to be an
	  authorized representative of the Corporation and shall inure to
	  the benefit of the heirs, executors, and administrators of such
	  person.  Any repeal or modification of this Article VIII by the
	  shareholders or the Board of Directors of the Corporation shall
	  not adversely affect any right or protection existing at the time
	  of such repeal or modification to which any person may be
	  entitled under this Article.

		    SECTION 8.8.  DEFINITION OF CORPORATION.  For purposes
	  of this Article, references to "the Corporation" shall include,
	  in addition to the resulting corporation, any constituent
	  corporation (including any constituent of a constituent) absorbed
	  in consolidation or merger that, if its separate existence had
	  continued, would have had power and authority to indemnify its
	  authorized representatives so that any person who is or was an
	  authorized representative of such constituent corporation shall
	  stand in the same position under this Article with respect to the
	  resulting or surviving corporation as he would have with respect

					 II-8
to such constituent corporation if its separate existence had
	  continued.

		    SECTION 8.9.  DEFINITION OF AUTHORIZED REPRESENTATIVE. 
	  For the purposes of this Article, the term "authorized
	  representative" shall mean a director, officer, employee, or
	  agent of the Corporation or of any subsidiary of the Corporation
	  or a trustee, custodian, administrator, committeeman, or
	  fiduciary of any employee benefit plan established and maintained
	  by the Corporation or by any subsidiary of the Corporation, or a
	  person serving another corporation, partnership, joint venture,
	  trust, or other enterprise in any of the foregoing capacities at
	  the request of the Corporation.

		    The Company has entered into agreements with certain
	  directors and officers to indemnify them to the fullest
	  extent permitted by law against liabilities incurred while
	  serving in any capacity for the Company or for any other entity
	  at the request of the Company.  The Company also has obtained
	  insurance covering liability of its directors and officers for
	  their actions as such.

	  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

		    Inapplicable.

	  ITEM 8.  EXHIBITS.

		    The following exhibits are filed herewith as part of
	  this Registration Statement:

	  EXHIBIT NO. AND DESCRIPTION
	  ___________________________

	     4.1    Articles of Incorporation of Trion, Inc., incorporated
		    by reference to Exhibit 3.1 to the Company's Annual
		    Report on Form 10-K for the fiscal year ended
		    December 31, 1985.

	     4.2    Trion, Inc. 1995 Stock Incentive Plan.
		    Incorporated by reference to Annex A to the Company's
		    Proxy Statement dated March 13, 1995.

	     4.3    Form of Incentive Stock Option Agreement.

 	     4.4    Form of Non-Statutory Stock Option Agreement.

	     5.1    Opinion of Kirkpatrick & Lockhart as to the legality of
		    the securities being registered.

	    23.1    Consent of Independent Auditors.

	    23.2    The consent of Kirkpatrick & Lockhart to the use of its
		    opinion as an exhibit to this Registration Statement is
		    included in its opinion filed as Exhibit 5.1.

					 II-9
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;

			      (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
			 Exchange Act that are incorporated
			 by reference in the Registration
			 Statement.

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

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

					 II-10
(b)  The undersigned registrant hereby undertakes that,
	  for purposes of determining any liability under the Securities
	  Act, each filing of the registrant's annual report pursuant to
	  Section 13(a) or Section 15(d) of the Exchange Act 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 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 Commission such
	  indemnification is against public policy as expressed in the
	  Securities 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 Securities Act and will be governed by the final adjudication
	  of such issue.

					II-11
SIGNATURES

		    Pursuant to the requirements of the Securities Act, 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 Sanford, State of North Carolina, on this 18th day of
	  April, 1995.

						TRION, INC.

						By:  /s/ Steven L. Schneider
						    _______________________
						     Steven L. Schneider
						     President and Chief
						     Executive Officer 

	       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
	  directors and officers of Trion, Inc. hereby constitutes and
	  appoints Calvin J. Monsma his true and lawful attorney-in-fact
	  and agent, for him and in his name, place and stead, in any and
	  all capacities, to sign one or more amendments to this
	  Registration Statement on Form S-8 under the Securities Act,
	  including post-effective amendments and other related documents,
	  and to file the same with the Commission under said Act, hereby
	  granting power and authority to do and perform any and all acts
	  and things 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, hereby ratifying and confirming all that said
	  attorney-in-fact and agent may lawfully do or cause to be done by
	  virtue hereof.

	       Pursuant to the requirements of the Securities Act, this
	  Registration Statement and the foregoing Power of Attorney have
	  been signed by the following persons on April 18, 1995 in the
	  capacities indicated:

	       Signature                         Title
	       ---------                         -----

	  /s/ Steven L. Schneider
	  ________________________         President, Chief
	  Steven L. Schneider              Executive Officer 
					     and Director
				     (Principal Executive Officer)

	  /s/ Calvin J. Monsma
	  ________________________         Vice President and
	  Calvin J. Monsma              Chief Financial Officer
				       (Principal Financial and 
					  Accounting Officer)

					II-12
/s/ Hugh E. Carr                             
	  ________________________             Director
	  Hugh E. Carr

	  /s/ Edwin V. Clarke, Jr.
	  ________________________             Director
	  Edwin V. Clarke, Jr.

	  /s/ Joseph W. Deering 
	  ________________________             Director
	  Joseph W. Deering

	  /s/ Seddon Goode, Jr.
	  ________________________             Director
	  Seddon Goode, Jr.

	  /s/ James E. Heins 
	  ________________________             Director
	  James E. Heins 

	  /s/ Grant R. Meyers 
	  ________________________             Director
	  Grant R. Meyers 

	  /s/ Samuel J. Wornom III
	  ________________________             Director
	  Samuel J. Wornom III

					II-13
EXHIBIT INDEX

							   SEQUENTIAL
	  EXHIBIT NO. AND DESCRIPTION                       PAGE NO.
	  ___________________________                       ________

	     4.1    Articles of Incorporation of 
		    Trion, Inc., incorporated
		    by reference to Exhibit 3.1 to 
		    the Company's Annual Report on 
		    Form 10-K for the fiscal year 
		    ended December 31, 1985.

	     4.2    Trion, Inc. 1995 Stock Incentive
		    Plan.  Incorporated by reference 
		    to Annex A to the Company's
		    Proxy Statement dated March 13, 1995.

             4.3    Form of Incentive Stock Option
		    Agreement.                                 II-15

	     4.4    Form of Non-Statutory Stock Option
		    Agreement.				       II-23

	     5.1    Opinion of Kirkpatrick & Lockhart as       II-31
		    to the legality of the securities 
		    being registered.

	    23.1    Consent of Independent Auditors.           II-32

	    23.2    The consent of Kirkpatrick & Lockhart 
		    to the use of its opinion as an exhibit 
		    to this Registration Statement is included 
		    in its opinion filed as Exhibit 5.1.

					
					II-14