As filed with the Securities and Exchange Commission
                         on May 20, 1997

                                           Registration No       
==================================================================

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                         _______________

                             Form S-8
                      Registration Statement
                              Under
                    The Securities Act of 1933

                      Control Devices, Inc.
      (Exact name of Registrant as specified in its charter)

                 Indiana                     01-0490335
        (State of Incorporation)   (IRS Employer Identification No.)

             228 Northeast Road
                Standish, Maine                       04084
  (Address of Principal Executive Offices)          (Zip Code)


                      Control Devices, Inc.
                   Employee Stock Purchase Plan
                     (Full title of the plan)

                        228 Northeast Road
                         Standish, Maine  04084
             (Name and address of agent for service)

                          (217) 642-0300
  (Telephone number, including area code, of agent for service)

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

                      CALCULATION OF REGISTRATION FEE
       Title of                        Proposed        Proposed       
      each class         Amount        maximum         maximum    Amount of
     of securities        to be      offering price  aggregate  registration
   to be registered  registered(1)     per share      offering       fee
  ------------------   -----------  --------------   -----------------------
Common Shares,
No par value .....       200,000      $11.9375(2)  $2,387,500(2)   $723.48

(1)     In addition, pursuant to Rule 416(c) under the Securities
        Act of 1933, this Registration Statement also covers an
        indeterminate amount of interests to be offered or sold
        pursuant to the employee benefit plan described above.
(2)     Estimated solely for the purpose of calculating the
        registration fee pursuant to Rule 457(c) under the
        Securities Act of 1933 on the basis of the average of the
        high and low prices of the Common Shares reported on the
        Nasdaq National Market on May 14, 1997.

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



                             Part II    
        Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

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

     (a)  The Registrant's Annual Report on Form 10-K for the year
          ended December 31, 1996, filed with the Commission on
          March 14, 1997;

     (b)  The Registrant's Quarterly Report on Form 10-Q
          for the quarter ended March 31, 1997, filed with the
          Commission on May 8, 1997;  and

     (c)  The information contained in "Description of Capital
          Shares" in the Registrant's Registration Statement on
          Form S-1 (Reg. No. 333-09379) filed with the Securities
          and Exchange Commission on August 1, 1996 is hereby
          incorporated by reference.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interest of Named Experts and Counsel.

     The validity of the issuance of the Common Shares registered
hereby will be passed upon for the Registrant by Sommer &
Barnard, PC, Indianapolis, Indiana, counsel for the Registrant.

Item 6.   Indemnification of Directors and Officers.

     Chapter 37 of the Indiana Business Corporation law, as amended
grants to each Indiana corporation broad powers to indemnify directors,
officers, employees or agents against expenses incurred in certain
proceedings if the conduct in question was found to be in good faith
and was reasonably believed to be in the corporation's best interest.
This statute provides, however, that this indemnification should not
be deemed exclusive of any other indemnification rights provided by the
articles of incorporation, by-laws, resolution or other authorization
adopted by a majority vote of the voting shares then issued and
outstanding.  Section 7.02 of the Second Amended and Restated Code
of By-Laws of the Registrant read as follows:

     Clause 7.021.  Definitions.  Terms defined in Chapter 37 of
the Indiana Business Corporation Law (IND. CODE Section 23-1-37, et
seq.) which are used in this Article 7 shall have the same
definitions for purposes of this Article 7 as they have in such
chapter of the Indiana Business Corporation Law.

     Clause 7.022.  Indemnification of Directors and Officers.  The
Corporation shall indemnify any individual who is or was a director
or officer of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, partner or trustee of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise whether
or not for profit, against liability and expenses, including
attorneys fees, incurred by him in any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, and
whether formal or informal, in which he is made or threatened to be
made a party by reason of being or having been in any such
capacity, or arising out of his status as such, except (i) in the
case of any action, suit, or proceeding terminated by judgment,
order, or conviction, in relation to matters as to which he is
adjudged to have breached or failed to perform the duties of his
office and the breach or failure to perform constituted willful
misconduct or recklessness; and (ii) in any other situation, in
relation to matters as to which it is found by a majority of a
committee composed of all directors not involved in the matter in
controversy (whether or not a quorum) that the person breached or
failed to perform the duties of his office and the breach or
failure to perform constituted willful misconduct or recklessness. 
The Corporation may pay for or reimburse reasonable expenses
incurred by a director or officer in defending any action, suit, or
proceeding in advance of the final disposition thereof upon receipt
of (i) a written affirmation of the director's or officer's good
faith belief that such director or officer has met the standard of
conduct prescribed by Indiana law; and (ii) an undertaking of the
director or officer to repay the amount paid by the Corporation if
it is ultimately determined that the director or officer is not
entitled to indemnification by the Corporation.

     Clause 7.023.  Other Employees or Agents of the Corporation. 
The Corporation may, in the discretion of the Board of Directors,
fully or partially provide the same rights of indemnification and
reimbursement as hereinabove provided for directors and officers of
the Corporation to other individuals who are or were employees or
agents of the Corporation or who are or were serving at the request
of the Corporation as  or is or was serving at the request of the
Corporation as employees or agents of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise whether or not for profit.  

     Clause 7.024.  Nonexclusive Provision.  The indemnification
authorized under Section 7.02 above is in addition to all rights to
indemnification granted by Chapter 37 of the Indiana Business
Corporation Law (IND. CODE Section 23-1-37, et seq.) and in no way
limits the indemnification provisions of such Chapter.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

       Exhibit
       Number    Description
      ---------  -----------

          5     Opinion re: Legality (Since shares will be
                purchased on the open market, no Opinion re:
                Legality is required.)

         23     Consent of Independent Accountants

         24     Power of Attorney (included at page II-5)

         99     Control Devices, Inc. Employee Stock Purchase Plan     

Item 9.     Undertakings.

  The undersigned Registrant hereby undertakes:

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

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

            (ii) To reflect in the prospectus any facts or
       events arising after the effective date of the
       Registration Statement (or the most recent post-effective
       amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the
       information set forth in the Registration Statement;

            (iii)     To include any material information with
       respect to the plan of distribution not previously
       disclosed in the Registration Statement or any material
       change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

       (2)  That, for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective
  amendment shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering
  of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.

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

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

       (5)  For the purposes of determining any liability under
  the Securities Act of 1933, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable,
  each filing of an employee benefit plan pursuant to section
  15(d) of the Securities Exchange Act of 1934) that is
  incorporated by reference in the registration statement shall
  be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona
  fide offering thereof.

       (6)  Insofar as indemnification for liabilities arising
  under the Securities Act of 1933 may be permitted to
  directors, officers, and controlling persons of the Registrant
  pursuant to the foregoing provisions described in Item 15, 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 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 Act and will be governed by the final adjudication of such
  issue.


                            SIGNATURES

  The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirement
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the Undersigned, thereunto
duly authorized, in the city of Standish, State of Maine, on the
16th day of May, 1997.

                           Control Devices, Inc. 


                           By: /s/ Bruce D. Atkinson
                               --------------------------
                                Bruce D. Atkinson
                                Chief Executive Officer

  The Plan.  Pursuant to the requirements of the Securities Act,
the Plan Administrator has duly caused this Registration Statement
to be signed on its behalf by the Undersigned, thereunto duly
authorized, in the city of Standish, State of Maine, on the 16th
day of May, 1997.

                           Control Devices, Inc.


                           By:   /s/ Jeffrey G. Wood
                               ___________________________
                                Jeffrey G. Wood
                                Plan Administrator

                        POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Bruce D. Atkinson
and Jeffrey G. Wood, and each of them, his true and lawful
attorney-in-fact and agent with full power of substitution for him
in his name, place and stead, in any and all capacities to sign any
and all amendments (including pre-effective and post effective
amendments) to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, grants unto
said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully as to all intents and
purposes as he might or could do in person, and hereby ratifies and
confirms all that said attorneys-in-fact and agents or their  or
his substitute or substitutes any lawfully do or cause to be done
by virtue hereof.

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

               Signature                  Title                   Date
           -----------------          ------------             -----------


/s/ Jeffrey G. Wood          Chief Financial Officer         May 16, 1997
-----------------------      Principal Financial Officer and
Jeffrey G. Wood              Principal Accounting Officer


/s/  Bruce D. Atkinson       Chief Executive Officer         May 16, 1997
-----------------------      and Director
Bruce D. Atkinson            Principal Executive Officer


/s/  Ralph R. Whitney, Jr.   Director and                     May 16, 1997
------------------------     Chairmand of the Board
Ralph R. Whitney, Jr.


/s/  Charles M. Brennan, III Director                         May 16, 1997
---------------------------
Charles M. Brennan, III


---------------------------  Director
John D. Cooke


/s/ Jams O. Futterknecht, Jr. Director                       May 16, 1997
---------------------------
James O. Futterknecht, Jr.


---------------------------  Director
Alan I. Mossberg


/s/ John M. Ramey            Director                         May 16, 1997
---------------------------
John M. Ramey


/s/ Glenn Scolnik            Director                         May 16, 1997
---------------------------
Glenn Scolnik



                        INDEX TO EXHIBITS FILED
                     TO REGISTRATION STATEMENT ON
                   FORM S-8 OF CONTROL DEVICES, INC.


                                                             Sequentially
         Exhibit                                                Numbered
           No.                       Description                Page
        --------                --------------------          -----------

            5     Opinion re: Legality (Since shares will be
                  purchased on the open market, no Opinion
                  re: Legality is required.)

          23      Consent of Independent Accountants

          24      Power of Attorney (included at page II-5)

          99      Control Devices, Inc. Employee Stock
                  Purchase Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17972}]
{"company-data": {"conformed-name": "CONTROL DEVICES INC", "cik": "0000928737", "assigned-sic": "3670", "irs-number": "010490335", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27475", "film-number": "97611981"}, "business-address": {"street1": "228 NORTHEAST ROAD", "city": "STANDISH", "state": "ME", "zip": "04084", "phone": "2076424535"}, "mail-address": {"street1": "228 NORTHEAST ROAD", "city": "STANDISH", "state": "ME", "zip": "04084"}}
As filed with the Securities and Exchange Commission
                         on May 20, 1997

                                           Registration No       
==================================================================

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                         _______________

                             Form S-8
                      Registration Statement
                              Under
                    The Securities Act of 1933

                      Control Devices, Inc.
      (Exact name of Registrant as specified in its charter)

                 Indiana                     01-0490335
        (State of Incorporation)   (IRS Employer Identification No.)

             228 Northeast Road
                Standish, Maine                       04084
  (Address of Principal Executive Offices)          (Zip Code)

                      Control Devices, Inc.
                   Employee Stock Purchase Plan
                     (Full title of the plan)

                        228 Northeast Road
                         Standish, Maine  04084
             (Name and address of agent for service)

                          (217) 642-0300
  (Telephone number, including area code, of agent for service)

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

                      CALCULATION OF REGISTRATION FEE
       Title of                        Proposed        Proposed       
      each class         Amount        maximum         maximum    Amount of
     of securities        to be      offering price  aggregate  registration
   to be registered  registered(1)     per share      offering       fee
  ------------------   -----------  --------------   -----------------------
Common Shares,
No par value .....       200,000      $11.9375(2)  $2,387,500(2)   $723.48

(1)     In addition, pursuant to Rule 416(c) under the Securities
        Act of 1933, this Registration Statement also covers an
        indeterminate amount of interests to be offered or sold
        pursuant to the employee benefit plan described above.
(2)     Estimated solely for the purpose of calculating the
        registration fee pursuant to Rule 457(c) under the
        Securities Act of 1933 on the basis of the average of the
        high and low prices of the Common Shares reported on the
        Nasdaq National Market on May 14, 1997.

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

                             Part II    
        Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

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

     (a)  The Registrant's Annual Report on Form 10-K for the year
          ended December 31, 1996, filed with the Commission on
          March 14, 1997;

     (b)  The Registrant's Quarterly Report on Form 10-Q
          for the quarter ended March 31, 1997, filed with the
          Commission on May 8, 1997;  and

     (c)  The information contained in "Description of Capital
          Shares" in the Registrant's Registration Statement on
          Form S-1 (Reg. No. 333-09379) filed with the Securities
          and Exchange Commission on August 1, 1996 is hereby
          incorporated by reference.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interest of Named Experts and Counsel.

     The validity of the issuance of the Common Shares registered
hereby will be passed upon for the Registrant by Sommer &
Barnard, PC, Indianapolis, Indiana, counsel for the Registrant.

Item 6.   Indemnification of Directors and Officers.

     Chapter 37 of the Indiana Business Corporation law, as amended
grants to each Indiana corporation broad powers to indemnify directors,
officers, employees or agents against expenses incurred in certain
proceedings if the conduct in question was found to be in good faith
and was reasonably believed to be in the corporation's best interest.
This statute provides, however, that this indemnification should not
be deemed exclusive of any other indemnification rights provided by the
articles of incorporation, by-laws, resolution or other authorization
adopted by a majority vote of the voting shares then issued and
outstanding.  Section 7.02 of the Second Amended and Restated Code
of By-Laws of the Registrant read as follows:

     Clause 7.021.  Definitions.  Terms defined in Chapter 37 of
the Indiana Business Corporation Law (IND. CODE Section 23-1-37, et
seq.) which are used in this Article 7 shall have the same
definitions for purposes of this Article 7 as they have in such
chapter of the Indiana Business Corporation Law.

     Clause 7.022.  Indemnification of Directors and Officers.  The
Corporation shall indemnify any individual who is or was a director
or officer of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, partner or trustee of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise whether
or not for profit, against liability and expenses, including
attorneys fees, incurred by him in any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, and
whether formal or informal, in which he is made or threatened to be
made a party by reason of being or having been in any such
capacity, or arising out of his status as such, except (i) in the
case of any action, suit, or proceeding terminated by judgment,
order, or conviction, in relation to matters as to which he is
adjudged to have breached or failed to perform the duties of his
office and the breach or failure to perform constituted willful
misconduct or recklessness; and (ii) in any other situation, in
relation to matters as to which it is found by a majority of a
committee composed of all directors not involved in the matter in
controversy (whether or not a quorum) that the person breached or
failed to perform the duties of his office and the breach or
failure to perform constituted willful misconduct or recklessness. 
The Corporation may pay for or reimburse reasonable expenses
incurred by a director or officer in defending any action, suit, or
proceeding in advance of the final disposition thereof upon receipt
of (i) a written affirmation of the director's or officer's good
faith belief that such director or officer has met the standard of
conduct prescribed by Indiana law; and (ii) an undertaking of the
director or officer to repay the amount paid by the Corporation if
it is ultimately determined that the director or officer is not
entitled to indemnification by the Corporation.

     Clause 7.023.  Other Employees or Agents of the Corporation. 
The Corporation may, in the discretion of the Board of Directors,
fully or partially provide the same rights of indemnification and
reimbursement as hereinabove provided for directors and officers of
the Corporation to other individuals who are or were employees or
agents of the Corporation or who are or were serving at the request
of the Corporation as  or is or was serving at the request of the
Corporation as employees or agents of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise whether or not for profit.  

     Clause 7.024.  Nonexclusive Provision.  The indemnification
authorized under Section 7.02 above is in addition to all rights to
indemnification granted by Chapter 37 of the Indiana Business
Corporation Law (IND. CODE Section 23-1-37, et seq.) and in no way
limits the indemnification provisions of such Chapter.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

       Exhibit
       Number    Description
      ---------  -----------

          5     Opinion re: Legality (Since shares will be
                purchased on the open market, no Opinion re:
                Legality is required.)

         23     Consent of Independent Accountants

         24     Power of Attorney (included at page II-5)

         99     Control Devices, Inc. Employee Stock Purchase Plan     

Item 9.     Undertakings.

  The undersigned Registrant hereby undertakes:

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

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

            (ii) To reflect in the prospectus any facts or
       events arising after the effective date of the
       Registration Statement (or the most recent post-effective
       amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the
       information set forth in the Registration Statement;

            (iii)     To include any material information with
       respect to the plan of distribution not previously
       disclosed in the Registration Statement or any material
       change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

       (2)  That, for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective
  amendment shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering
  of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.

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

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

       (5)  For the purposes of determining any liability under
  the Securities Act of 1933, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of
  the Securities Exchange Act of 1934 (and, where applicable,
  each filing of an employee benefit plan pursuant to section
  15(d) of the Securities Exchange Act of 1934) that is
  incorporated by reference in the registration statement shall
  be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona
  fide offering thereof.

       (6)  Insofar as indemnification for liabilities arising
  under the Securities Act of 1933 may be permitted to
  directors, officers, and controlling persons of the Registrant
  pursuant to the foregoing provisions described in Item 15, 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 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 Act and will be governed by the final adjudication of such
  issue.

                            SIGNATURES

  The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirement
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the Undersigned, thereunto
duly authorized, in the city of Standish, State of Maine, on the
16th day of May, 1997.

                           Control Devices, Inc. 

                           By: /s/ Bruce D. Atkinson
                               --------------------------
                                Bruce D. Atkinson
                                Chief Executive Officer

  The Plan.  Pursuant to the requirements of the Securities Act,
the Plan Administrator has duly caused this Registration Statement
to be signed on its behalf by the Undersigned, thereunto duly
authorized, in the city of Standish, State of Maine, on the 16th
day of May, 1997.

                           Control Devices, Inc.

                           By:   /s/ Jeffrey G. Wood
                               ___________________________
                                Jeffrey G. Wood
                                Plan Administrator

                        POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Bruce D. Atkinson
and Jeffrey G. Wood, and each of them, his true and lawful
attorney-in-fact and agent with full power of substitution for him
in his name, place and stead, in any and all capacities to sign any
and all amendments (including pre-effective and post effective
amendments) to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, grants unto
said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully as to all intents and
purposes as he might or could do in person, and hereby ratifies and
confirms all that said attorneys-in-fact and agents or their  or
his substitute or substitutes any lawfully do or cause to be done
by virtue hereof.

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

               Signature                  Title                   Date
           -----------------          ------------             -----------

/s/ Jeffrey G. Wood          Chief Financial Officer         May 16, 1997
-----------------------      Principal Financial Officer and
Jeffrey G. Wood              Principal Accounting Officer

/s/  Bruce D. Atkinson       Chief Executive Officer         May 16, 1997
-----------------------      and Director
Bruce D. Atkinson            Principal Executive Officer

/s/  Ralph R. Whitney, Jr.   Director and                     May 16, 1997
------------------------     Chairmand of the Board
Ralph R. Whitney, Jr.

/s/  Charles M. Brennan, III Director                         May 16, 1997
---------------------------
Charles M. Brennan, III

---------------------------  Director
John D. Cooke

/s/ Jams O. Futterknecht, Jr. Director                       May 16, 1997
---------------------------
James O. Futterknecht, Jr.

---------------------------  Director
Alan I. Mossberg

/s/ John M. Ramey            Director                         May 16, 1997
---------------------------
John M. Ramey

/s/ Glenn Scolnik            Director                         May 16, 1997
---------------------------
Glenn Scolnik

                        INDEX TO EXHIBITS FILED
                     TO REGISTRATION STATEMENT ON
                   FORM S-8 OF CONTROL DEVICES, INC.

                                                             Sequentially
         Exhibit                                                Numbered
           No.                       Description                Page
        --------                --------------------          -----------

            5     Opinion re: Legality (Since shares will be
                  purchased on the open market, no Opinion
                  re: Legality is required.)

          23      Consent of Independent Accountants

          24      Power of Attorney (included at page II-5)

          99      Control Devices, Inc. Employee Stock
                  Purchase Plan