As filed with the Securities and Exchange Commission on March 24, 2000

                           Registration No.__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            Tufco Technologies, Inc.
             (Exact name of registrant as specified in its charter)

                              Delaware 39-1723477
        ( State or other jurisdiction of incorporation or organization)
                      (I.R.S. Employer Identification No.)

                               4800 Simonton Road
                               Dallas, Texas 75244
               (Address of Principal Executive Offices) (Zip Code)

                            TUFCO TECHNOLOGIES, INC.
                              AMENDED AND RESTATED
                      1992 NON-QUALIFIED STOCK OPTION PLAN
                            TUFCO TECHNOLOGIES, INC.
                              AMENDED AND RESTATED
                  1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of plans)

                               Gregory L. Wilemon
                             Chief Financial Officer
                               4800 Simonton Road
                               Dallas, Texas 75244
                                 (972) 789-1079
                      (Name, address, and telephone number,
                   including area code, of agent for service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
                                              Proposed
                               Amount to   maximum offering        Proposed maximum        Amount of
Title of securities               be           price             aggregate offering      registration
to be registered             registered(1)   per share(2)              price(2)               fee
<S>                             <C>            <C>                    <C>                   <C>
Common Stock, $.01 par value    350,000        $10.44                 $3,654,000            $965.00
</TABLE>

(1)  This registration  statement on Form S-8 (the "Registration  Statement") is
     being filed to register an additional  350,000  shares of the  Registrant's
     Common Stock for issuance under the Registrant's 1992  Non-Qualified  Stock
     Option Plan, as amended,  and the 1993  Non-Employee  Director Stock Option
     Plan, as amended,  as a result of which the  aggregate  number of shares of
     the Registrant's Common Stock reserved and available for issuance under the
     two plans will be 850,000 shares.

(2)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance with paragraphs (c) and (h)(1) of Rule 457 of the Securities Act
     of 1933, as amended (the "Securities  Act"),  based upon the average of the
     closing bid and ask price per share of the Common  Stock as reported on the
     National Association of Securities Dealers, Inc. Automated Quotation System
     ("Nasdaq")  on March 22, 2000,  within five business days prior to the date
     of filing of this Registration Statement..

927445.3

<PAGE>




                     STATEMENT OF INCORPORATION BY REFERENCE

     This  Registration  Statement on Form S-8  incorporates  by  reference  the
contents  of the  Registration  Statement  on Form  S-8  (File  No.  333-44539),
relating to the Registrant's 1992  Non-Qualified  Stock Option Plan, as amended,
and the Company's 1993 Non-Employee Director Stock Option Plan, as amended.

                                EXPLANATORY NOTE

     Tufco Technologies,  Inc. (the "Registrant") hereby files this Registration
Statement  on Form S-8  relating to the common  stock,  par value $.01 per share
(the "Common Stock"),  of the Registrant to include an additional 250,000 shares
under the Registrant's Amended and Restated 1992 Non-Qualified Stock Option Plan
(attached  hereto as Exhibit  4.1) and an  additional  100,000  shares under the
Registrant's  Amended and Restated 1993 Non-Employee  Director Stock Option Plan
(attached  hereto as Exhibit  4.2). As of March 13, 2000 an aggregate of 850,000
shares of Common Stock were subject to the  Registrant's  stock option plans, of
which an  aggregate  of  500,000  of such  shares  of  Common  Stock  have  been
previously  registered  under a  Registration  Statement  on Form S-8  (File No.
333-44539).



927445.3

<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Dallas,  State of Texas,  on this 24th day of March,
2000.


                                          TUFCO TECHNOLOGIES, INC.



                                          Louis LeCalsey, III
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Tufco Technologies,  Inc.
hereby severally constitute Louis Lecalsey, III and Gregory L. Wilemon, and each
of them singly,  our true and lawful attorneys with full power to them, and each
of them  singly,  to sign for us and in our  names in the  capacities  indicated
below,  this  Registration  Statement on Form S-8 filed herewith and any and all
subsequent  amendments to said Registration  Statement,  and generally to do all
such things in our names and behalf in our  capacities as officers and directors
to enable  Tufco  Technologies,  Inc.  to comply  with all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures  as they may be  signed  by said  attorneys,  or any of the,  to said
Registration Statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



   Signature                           Title                        Date
   /s/ Robert J. Simon       Chairman of the Board of          March 13, 2000
   Robert J. Simon           Directors

   /s/ Louis LeCalsey, III   Director, President and Chief     March 13, 2000
   Louis LeCalsey, III       Executive Officer (Principal
                             Executive Officer)

   /s/ Samuel J. Bero        Director                          March 13, 2000
   Samuel J. Bero

   /s/ Seymour S. Preston    Director                          March 13, 2000
   Seymour S. Preston


927445.3
                                      II-1

<PAGE>


   Signature                           Title                        Date
   /s/ C. Hamilton Davison   Director                         March 13, 2000
   C. Hamilton Davison

   /s/ William J. Malooly    Director                         March 13, 2000
   William J. Malooly

   /s/ Gregory L. Wilemon    Chief Financial Officer, Chief   March 13, 2000
   Gregory L. Wilemon        Operating Officer, Secretary
                             Treasurer and Vice-President -
                             Finance (Principal Financial and
                             Accounting Officer)



927445.3
                                      II-2

<PAGE>



                                  EXHIBIT INDEX



Exhibit
Number                                                  Description

 4.1 --  Tufco Technologies,  Inc. Amended and Restated 1992 Non-Qualified Stock
         Option Plan

 4.2 --  Tufco  Technologies,   Inc.  Amended  and  Restated  1992  Non-Employee
         Director Stock Option Plan

 5.1 --  Opinion of Battle Fowler, LLP. regarding the legality of the securities
         being registered

23.1 --  Consent of Deloitte & Touche LLP

23.2 --  Consent of Battle Fowler LLP (included in Exhibit 5.1)

24.1 --  Power of Attorney (contained in the signature page hereof)









927445.3
                                      II-3
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 8354}]
{"company-data": {"conformed-name": "TUFCO TECHNOLOGIES INC", "cik": "0000895329", "assigned-sic": "2670", "irs-number": "391723477", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33210", "film-number": "577623"}, "business-address": {"street1": "4800 SIMONTON ROAD", "street2": "P O BOX 23500", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9727891079"}, "mail-address": {"street1": "4800 SIMONTON RD", "city": "DALLAS", "state": "TX", "zip": "75244"}}
As filed with the Securities and Exchange Commission on March 24, 2000

                           Registration No.__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            Tufco Technologies, Inc.
             (Exact name of registrant as specified in its charter)

                              Delaware 39-1723477
        ( State or other jurisdiction of incorporation or organization)
                      (I.R.S. Employer Identification No.)

                               4800 Simonton Road
                               Dallas, Texas 75244
               (Address of Principal Executive Offices) (Zip Code)

                            TUFCO TECHNOLOGIES, INC.
                              AMENDED AND RESTATED
                      1992 NON-QUALIFIED STOCK OPTION PLAN
                            TUFCO TECHNOLOGIES, INC.
                              AMENDED AND RESTATED
                  1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of plans)

                               Gregory L. Wilemon
                             Chief Financial Officer
                               4800 Simonton Road
                               Dallas, Texas 75244
                                 (972) 789-1079
                      (Name, address, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
                                              Proposed
                               Amount to   maximum offering        Proposed maximum        Amount of
Title of securities               be           price             aggregate offering      registration
to be registered             registered(1)   per share(2)              price(2)               fee
Common Stock, $.01 par value    350,000        $10.44                 $3,654,000            $965.00
(1)  This registration  statement on Form S-8 (the "Registration  Statement") is
     being filed to register an additional  350,000  shares of the  Registrant's
     Common Stock for issuance under the Registrant's 1992  Non-Qualified  Stock
     Option Plan, as amended,  and the 1993  Non-Employee  Director Stock Option
     Plan, as amended,  as a result of which the  aggregate  number of shares of
     the Registrant's Common Stock reserved and available for issuance under the
     two plans will be 850,000 shares.

(2)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance with paragraphs (c) and (h)(1) of Rule 457 of the Securities Act
     of 1933, as amended (the "Securities  Act"),  based upon the average of the
     closing bid and ask price per share of the Common  Stock as reported on the
     National Association of Securities Dealers, Inc. Automated Quotation System
     ("Nasdaq")  on March 22, 2000,  within five business days prior to the date
     of filing of this Registration Statement..

927445.3
STATEMENT OF INCORPORATION BY REFERENCE

     This  Registration  Statement on Form S-8  incorporates  by  reference  the
contents  of the  Registration  Statement  on Form  S-8  (File  No.  333-44539),
relating to the Registrant's 1992  Non-Qualified  Stock Option Plan, as amended,
and the Company's 1993 Non-Employee Director Stock Option Plan, as amended.

                                EXPLANATORY NOTE

     Tufco Technologies,  Inc. (the "Registrant") hereby files this Registration
Statement  on Form S-8  relating to the common  stock,  par value $.01 per share
(the "Common Stock"),  of the Registrant to include an additional 250,000 shares
under the Registrant's Amended and Restated 1992 Non-Qualified Stock Option Plan
(attached  hereto as Exhibit  4.1) and an  additional  100,000  shares under the
Registrant's  Amended and Restated 1993 Non-Employee  Director Stock Option Plan
(attached  hereto as Exhibit  4.2). As of March 13, 2000 an aggregate of 850,000
shares of Common Stock were subject to the  Registrant's  stock option plans, of
which an  aggregate  of  500,000  of such  shares  of  Common  Stock  have  been
previously  registered  under a  Registration  Statement  on Form S-8  (File No.
333-44539).

927445.3
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 Dallas,  State of Texas,  on this 24th day of March,
2000.

                                          TUFCO TECHNOLOGIES, INC.

                                          Louis LeCalsey, III
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Tufco Technologies,  Inc.
hereby severally constitute Louis Lecalsey, III and Gregory L. Wilemon, and each
of them singly,  our true and lawful attorneys with full power to them, and each
of them  singly,  to sign for us and in our  names in the  capacities  indicated
below,  this  Registration  Statement on Form S-8 filed herewith and any and all
subsequent  amendments to said Registration  Statement,  and generally to do all
such things in our names and behalf in our  capacities as officers and directors
to enable  Tufco  Technologies,  Inc.  to comply  with all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures  as they may be  signed  by said  attorneys,  or any of the,  to said
Registration Statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

   Signature                           Title                        Date
   /s/ Robert J. Simon       Chairman of the Board of          March 13, 2000
   Robert J. Simon           Directors

   /s/ Louis LeCalsey, III   Director, President and Chief     March 13, 2000
   Louis LeCalsey, III       Executive Officer (Principal
                             Executive Officer)

   /s/ Samuel J. Bero        Director                          March 13, 2000
   Samuel J. Bero

   /s/ Seymour S. Preston    Director                          March 13, 2000
   Seymour S. Preston

927445.3
                                      II-1
Signature                           Title                        Date
   /s/ C. Hamilton Davison   Director                         March 13, 2000
   C. Hamilton Davison

   /s/ William J. Malooly    Director                         March 13, 2000
   William J. Malooly

   /s/ Gregory L. Wilemon    Chief Financial Officer, Chief   March 13, 2000
   Gregory L. Wilemon        Operating Officer, Secretary
                             Treasurer and Vice-President -
                             Finance (Principal Financial and
                             Accounting Officer)

927445.3
                                      II-2
EXHIBIT INDEX

Exhibit
Number                                                  Description

 4.1 --  Tufco Technologies,  Inc. Amended and Restated 1992 Non-Qualified Stock
         Option Plan

 4.2 --  Tufco  Technologies,   Inc.  Amended  and  Restated  1992  Non-Employee
         Director Stock Option Plan

 5.1 --  Opinion of Battle Fowler, LLP. regarding the legality of the securities
         being registered

23.1 --  Consent of Deloitte & Touche LLP

23.2 --  Consent of Battle Fowler LLP (included in Exhibit 5.1)

24.1 --  Power of Attorney (contained in the signature page hereof)

927445.3
                                      II-3