As filed with the Securities and Exchange Commission on April 12, 1995

                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                          ____________________________

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER
                           THE SECURITIES ACT OF 1933

                          ____________________________

                     WASHINGTON SCIENTIFIC INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                       MINNESOTA                        41-0691607
               (State or other jurisdic-           (I.R.S. Employer
                 tion of incorporation              Identification No.)
                   or organization)

                           2605 W. WAYZATA BOULEVARD
                           LONG LAKE, MINNESOTA 55356

             (Address of Principal Executive Offices and zip code)

                          ____________________________

                     WASHINGTON SCIENTIFIC INDUSTRIES, INC.
                                1994 STOCK PLAN

                            (Full title of the Plan)

                          ____________________________

                                Michael J. Pudil
                                   President
                     Washington Scientific Industries, Inc.
                           2065 W. Wayzata Boulevard
                              Long Lake, MN 55356
                                 (612) 473-1271
                         (Name, address, including zip
                           code and telephone number
                             of agent for service)

                                    Copy to:

                               Charles P. Moorse
                          Lindquist & Vennum P.L.L.P.
                                4200 IDS Center
                             Minneapolis, MN 55402
                                 (612) 371-3211

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE

                                             Proposed              Proposed
Title of                                      Maximum               Maximum
Securities              Amount               Offering              Aggregate                 Amount of
to be                    to be                 Price               Offering                Registration
Registered            Registered             Per Share               Price                      Fee


<S>                  <C>                   <C>                    <C>                       <C>        
Common Stock,        250,000 shares        $3.75 (1)              $937,500(1)                $323.28
$0.10 par value

</TABLE>

(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(c) and (h) and based upon the average of the high and
    low prices of the Company's Common Stock on the Nasdaq Small Cap Market on
    April 10, 1995.

                                     PART I

             Pursuant to the Note to Part I of Form S-8, the information
required by Items 1 and 2 of Form S-8 is not filed as a part of this
Registration Statement.

                                    PART II

Item 3.  Incorporation of Documents by Reference.

    The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:

    (a) The Annual Report of the Company on Form 10-K for the fiscal year ended
August 28, 1994.

    (b) The Definitive Proxy Statement dated December 2, 1994 for the 1995
Annual Meeting of Shareholders.

    (c) The Quarterly Reports on Form 10-Q for the quarters ended November 27,
1994 and February 26, 1995.

    (d) The description of the Company's Common Stock as set forth in the
Company's Form S-8 Registration Statement dated January 15, 1988 (Registration
No. 33-19650), including any amendment or report filed for the purpose of
updating such description.

    All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    Gerald E. Magnuson, Secretary of the Company, is of counsel with Lindquist &
Vennum P.L.L.P., which is the law firm passing on the validity of the securities
issued under the Plan.

Item 6.  Indemnification of Directors and Officers.

    Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
against judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:

    (1)      Has not been indemnified by another organization or employee
             benefit plan for the same judgments, penalties, fines, including,
             without limitation, excise taxes assessed against the person with
             respect to an employee benefit plan, settlements, and
             reasonable expenses, including attorneys' fees and disbursements,
             incurred by the person in connection with the proceeding with
             respect to the same acts or omissions;

    (2)      Acted in good faith;

    (3)      Received no improper personal benefit and section 302A.255 
             (Director Conflicts of Interest), if applicable, has been 
             satisfied;

    (4)      In the case of a criminal proceeding, had no reasonable cause to 
             believe the conduct was unlawful; and
 
    (5)      In the case of acts or omissions occurring in the official capacity
             described in subdivision 1, paragraph (c), clause (1) or (2),
             reasonably believed that the conduct was in the best interests of
             the corporation, or in the case of acts or omissions occurring in
             the official capacity described in subdivision 1, paragraph (c),
             clause (3), reasonably believed that the conduct was not opposed to
             the best interests of the corporation. If the person's acts or
             omissions complained of in the proceeding relate to conduct as a
             director, officer, trustee, employee, or agent of an employee
             benefit plan, the conduct is not considered to be opposed to the
             best interests of the corporation if the person reasonably believed
             that the conduct was in the best interests of the participants or
             beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

Exhibit

5.1      Opinion and Consent of Lindquist & Vennum P.L.L.P.
                  as to the legality of the common stock
                  offered pursuant to the stock plan
                  referred to herein

23.1     Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2     Consent of Deloitte & Touche LLP, independent public accountants

24.1     A power of attorney is set forth on the signature page of the 
         Registration Statement.

_____________________


Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represents 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.

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

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

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Long Lake, State of Minnesota, on March 23, 1995.

                                          WASHINGTON SCIENTIFIC INDUSTRIES, INC.

                                          By /s/ Michael J. Pudil
                                                Michael J. Pudil, President

                               POWER OF ATTORNEY

         The undersigned officers and directors of Washington Scientific
Industries, Inc. hereby constitute and appoint Michael J. Pudil and William J.
Lucke, or either of them, with power to act one without the other, our true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
March 23, 1995 in the capacities indicated.

Signature

/s/ Michael J. Pudil
Michael J. Pudil, President,
Chief Executive Officer (Principal
Executive Officer) and Director

/s/ William J. Lucke
William J. Lucke,
Vice President and Treasurer
(Principal Financial Officer)

/s/ George J. Martin
George J. Martin, Chairman of
the Board

/s/ Paul Baszucki
Paul Baszucki, Director

/s/ Melvin L. Katten
Melvin L. Katten, Director

/s/ T.E. Larsen
T.E. Larsen, Director

/s/ Gerald E. Magnuson
Gerald E. Magnuson, Director

/s/ Eugene J. Mora
Eugene J. Mora, Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14097}]
{"company-data": {"conformed-name": "WASHINGTON SCIENTIFIC INDUSTRIES INC", "cik": "0000104897", "assigned-sic": "3679", "irs-number": "410691607", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58565", "film-number": "95528452"}, "business-address": {"street1": "2605 W WAYZATA BLVD", "street2": "BOX 340", "city": "LONG LAKE", "state": "MN", "zip": "55356-0340", "phone": "6124731271"}, "mail-address": {"street1": "2605 W WAYZATA BLVD BOX 340", "street2": "2605 W WAYZATA BLVD BOX 340", "city": "LONG LAKE", "state": "MN", "zip": "55356-0340"}}
As filed with the Securities and Exchange Commission on April 12, 1995

                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                          ____________________________

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER
                           THE SECURITIES ACT OF 1933

                          ____________________________

                     WASHINGTON SCIENTIFIC INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                       MINNESOTA                        41-0691607
               (State or other jurisdic-           (I.R.S. Employer
                 tion of incorporation              Identification No.)
                   or organization)

                           2605 W. WAYZATA BOULEVARD
                           LONG LAKE, MINNESOTA 55356

             (Address of Principal Executive Offices and zip code)

                          ____________________________

                     WASHINGTON SCIENTIFIC INDUSTRIES, INC.
                                1994 STOCK PLAN

                            (Full title of the Plan)

                          ____________________________

                                Michael J. Pudil
                                   President
                     Washington Scientific Industries, Inc.
                           2065 W. Wayzata Boulevard
                              Long Lake, MN 55356
                                 (612) 473-1271
                         (Name, address, including zip
                           code and telephone number
                             of agent for service)

                                    Copy to:

                               Charles P. Moorse
                          Lindquist & Vennum P.L.L.P.
                                4200 IDS Center
                             Minneapolis, MN 55402
                                 (612) 371-3211
CALCULATION OF REGISTRATION FEE

                                             Proposed              Proposed
Title of                                      Maximum               Maximum
Securities              Amount               Offering              Aggregate                 Amount of
to be                    to be                 Price               Offering                Registration
Registered            Registered             Per Share               Price                      Fee
Common Stock,        250,000 shares        $3.75 (1)              $937,500(1)                $323.28
$0.10 par value
(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(c) and (h) and based upon the average of the high and
    low prices of the Company's Common Stock on the Nasdaq Small Cap Market on
    April 10, 1995.

                                     PART I

             Pursuant to the Note to Part I of Form S-8, the information
required by Items 1 and 2 of Form S-8 is not filed as a part of this
Registration Statement.

                                    PART II

Item 3.  Incorporation of Documents by Reference.

    The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:

    (a) The Annual Report of the Company on Form 10-K for the fiscal year ended
August 28, 1994.

    (b) The Definitive Proxy Statement dated December 2, 1994 for the 1995
Annual Meeting of Shareholders.

    (c) The Quarterly Reports on Form 10-Q for the quarters ended November 27,
1994 and February 26, 1995.

    (d) The description of the Company's Common Stock as set forth in the
Company's Form S-8 Registration Statement dated January 15, 1988 (Registration
No. 33-19650), including any amendment or report filed for the purpose of
updating such description.

    All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    Gerald E. Magnuson, Secretary of the Company, is of counsel with Lindquist &
Vennum P.L.L.P., which is the law firm passing on the validity of the securities
issued under the Plan.

Item 6.  Indemnification of Directors and Officers.

    Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
against judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:

    (1)      Has not been indemnified by another organization or employee
             benefit plan for the same judgments, penalties, fines, including,
             without limitation, excise taxes assessed against the person with
             respect to an employee benefit plan, settlements, and
             reasonable expenses, including attorneys' fees and disbursements,
             incurred by the person in connection with the proceeding with
             respect to the same acts or omissions;

    (2)      Acted in good faith;

    (3)      Received no improper personal benefit and section 302A.255 
             (Director Conflicts of Interest), if applicable, has been 
             satisfied;

    (4)      In the case of a criminal proceeding, had no reasonable cause to 
             believe the conduct was unlawful; and
 
    (5)      In the case of acts or omissions occurring in the official capacity
             described in subdivision 1, paragraph (c), clause (1) or (2),
             reasonably believed that the conduct was in the best interests of
             the corporation, or in the case of acts or omissions occurring in
             the official capacity described in subdivision 1, paragraph (c),
             clause (3), reasonably believed that the conduct was not opposed to
             the best interests of the corporation. If the person's acts or
             omissions complained of in the proceeding relate to conduct as a
             director, officer, trustee, employee, or agent of an employee
             benefit plan, the conduct is not considered to be opposed to the
             best interests of the corporation if the person reasonably believed
             that the conduct was in the best interests of the participants or
             beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

Exhibit

5.1      Opinion and Consent of Lindquist & Vennum P.L.L.P.
                  as to the legality of the common stock
                  offered pursuant to the stock plan
                  referred to herein

23.1     Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2     Consent of Deloitte & Touche LLP, independent public accountants

24.1     A power of attorney is set forth on the signature page of the 
         Registration Statement.

_____________________

Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represents 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.

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

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

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Long Lake, State of Minnesota, on March 23, 1995.

                                          WASHINGTON SCIENTIFIC INDUSTRIES, INC.

                                          By /s/ Michael J. Pudil
                                                Michael J. Pudil, President

                               POWER OF ATTORNEY

         The undersigned officers and directors of Washington Scientific
Industries, Inc. hereby constitute and appoint Michael J. Pudil and William J.
Lucke, or either of them, with power to act one without the other, our true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
March 23, 1995 in the capacities indicated.

Signature

/s/ Michael J. Pudil
Michael J. Pudil, President,
Chief Executive Officer (Principal
Executive Officer) and Director

/s/ William J. Lucke
William J. Lucke,
Vice President and Treasurer
(Principal Financial Officer)

/s/ George J. Martin
George J. Martin, Chairman of
the Board

/s/ Paul Baszucki
Paul Baszucki, Director

/s/ Melvin L. Katten
Melvin L. Katten, Director

/s/ T.E. Larsen
T.E. Larsen, Director

/s/ Gerald E. Magnuson
Gerald E. Magnuson, Director

/s/ Eugene J. Mora
Eugene J. Mora, Director