As filed with the Securities and Exchange Commission on July 18, 1997

                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          -----------------------------

                           WINNEBAGO INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

            IOWA                                                 42-0802678
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

             P.O. BOX 152
           FOREST CITY, IOWA                                        50436
(Address of principal executive offices)                          (Zip Code)

        WINNEBAGO INDUSTRIES, INC. DIRECTORS' DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

         RAYMOND M. BEEBE, VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                           WINNEBAGO INDUSTRIES, INC.
                                  P.O. BOX 152
                                FOREST CITY, IOWA
                                 (515) 582-6808
                      (Name, address and telephone number,
                   including area code, of agent for service)

                          COPIES OF COMMUNICATIONS TO:
                                WILLIAM M. LIBIT
                               CHAPMAN AND CUTLER
                             111 WEST MONROE STREET
                             CHICAGO, ILLINOIS 60603
                                 (312) 845-3000
                            -------------------------

                         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(1)    price          fee
----------         ----------     ------------    -----      ------------
Common Stock,
$.50 par value   128,000 Shares     $6.9375      $880,000        $275
===============================================================================


(1)      Pursuant to Rule 457(c) and (h), the proposed maximum offering price
         per share and maximum aggregate offering price and amount of
         registration fee are calculated based upon a price per share of
         $6.9375, the average of the high and low price for the shares of
         Winnebago Industries, Inc. Common Stock as reported by The New York
         Stock Exchange, Inc. on July 14, 1997








PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Winnebago Industries, Inc.
("Winnebago" or the "Registrant") pursuant to the Securities Exchange Act of
1934 ("1934 ACT") are incorporated herein by reference:

                  (a) Annual Report on Form 10-K for the fiscal year ended
         August 31, 1996 of Winnebago; and

                  (b) Quarterly Reports on Form 10-Q for the quarters ended
         November 30, 1996, March 1, 1997 and May 31, 1997 of Winnebago; and

                  (c) Current Report on Form 8-K filed with the Commission on
         December 4, 1996; and

                  (d) The description of Winnebago's Common Stock which is
         contained in the Forms 8-A pursuant to Section 12(b) of the 1934 Act
         filed with the Commission on June 18, 1969 and June 16, 1971 (1934 Act
         File No. 1-6403).

         All documents subsequently filed by Winnebago pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing such documents.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 490.851 and 490.856 of the Iowa Business Corporation Act give
Iowa corporations the power to indemnify present and former directors and
officers under certain circumstances. The Amended and Restated Articles of
Incorporation of Winnebago provide for indemnification by Winnebago of certain
persons (including officers and directors) in connection with any action, suit
or proceeding brought or threatened against such person by reason of his
position with Winnebago or service at the request of Winnebago. The Amended and
Restated Articles of Incorporation further provide that indemnification shall
not be exclusive of any rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

         In addition, Winnebago maintains a directors' and officers' liability
insurance policy to insure its liability under the above-described provision of
its Amended and Restated Articles of Incorporation and to insure its individual
directors and officers against certain obligations not covered by such
provisions.


ITEM 8.  EXHIBITS

         See List of Exhibits on page II-6 hereof.


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 in 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.

         (b) The undersigned Registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each such
post-effective amendment and 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's annual
report 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.

         (c) 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 Securities Act of 1933 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 of 1933 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 Forest City, State of Iowa, on May 30, 1997.

                                             WINNEBAGO INDUSTRIES, INC.

                                             By: /s/ Fred G. Dohrmann
                                                 Fred G. Dohrmann
                                                 Chairman of the Board



                               POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Fred G. Dohrmann and Edwin F. Barker and each of them, his true and
lawful attorneys-in-fact and agents, with full power and substitution and
resubstitution for him in his name, place and stead, in any and all capacities
to sign any and all pre-effective and/or 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 under the Securities Act of 1933.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 30, 1997.


SIGNATURE                       TITLE

/s/ Fred G. Dohrmann            Chairman of the Board, Chief Executive Officer
Fred G. Dohrmann                and Director (Principal executive officer)

/s/ Edwin F. Barker             Vice President and Chief Financial Officer
Edwin F. Barker                 (Principal financial officer)

/s/ Brian Hrubes                Controller (Principal accounting officer)
Brian Hrubes

/s/ Gerald E. Boman             Director
Gerald E. Boman

/s/ Jerry N. Currie             Director
Jerry N. Currie

/s/ Bruce D. Hertzke            Director
Bruce D. Hertzke

/s/ John V. Hanson              Director
John V. Hanson

/s/ Gerald C. Kitch             Director
Gerald C. Kitch

/s/ Richard C. Scott            Director
Richard C. Scott

/s/ Joseph M. Shuster           Director
Joseph M. Shuster

/s/ Frederick M. Zimmerman      Director
Frederick M. Zimmerman

/s/ Francis L. Zrostlik         Director
Francis L. Zrostlik






 EXHIBIT                                                         PAGE NUMBER IN
 NUMBER                        DESCRIPTION                         SEQUENTIAL
                                                                NUMBERING SYSTEM

   4.1  Winnebago Industries, Inc. Directors' Deferred Compensation
        Plan........................................................

   5.1  Opinion of Chapman and Cutler...............................

  23.1  Consent of Chapman and Cutler (included in Exhibit 5.1
        hereto).....................................................

  23.2  Consent of Deloitte & Touche LLP............................

  24.1  Power of Attorney (included on Page II-4 of this
        Registration Statement).....................................
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13208}]
{"company-data": {"conformed-name": "WINNEBAGO INDUSTRIES INC", "cik": "0000107687", "assigned-sic": "3716", "irs-number": "420802678", "state-of-incorporation": "IA", "fiscal-year-end": "0828"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31595", "film-number": "97642600"}, "business-address": {"street1": "P O BOX 152", "city": "FOREST CITY", "state": "IA", "zip": "50436", "phone": "5155823535"}, "mail-address": {"street1": "P O BOX 152", "city": "FOREST CITY", "state": "IA", "zip": "50436"}, "former-company": {"former-conformed-name": "MODERNISTIC INDUSTRIES INC", "date-changed": "19670528"}}
As filed with the Securities and Exchange Commission on July 18, 1997

                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          -----------------------------

                           WINNEBAGO INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

            IOWA                                                 42-0802678
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

             P.O. BOX 152
           FOREST CITY, IOWA                                        50436
(Address of principal executive offices)                          (Zip Code)

        WINNEBAGO INDUSTRIES, INC. DIRECTORS' DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

         RAYMOND M. BEEBE, VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                           WINNEBAGO INDUSTRIES, INC.
                                  P.O. BOX 152
                                FOREST CITY, IOWA
                                 (515) 582-6808
                      (Name, address and telephone number,
                   including area code, of agent for service)

                          COPIES OF COMMUNICATIONS TO:
                                WILLIAM M. LIBIT
                               CHAPMAN AND CUTLER
                             111 WEST MONROE STREET
                             CHICAGO, ILLINOIS 60603
                                 (312) 845-3000
                            -------------------------

                         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(1)    price          fee
----------         ----------     ------------    -----      ------------
Common Stock,
$.50 par value   128,000 Shares     $6.9375      $880,000        $275
===============================================================================

(1)      Pursuant to Rule 457(c) and (h), the proposed maximum offering price
         per share and maximum aggregate offering price and amount of
         registration fee are calculated based upon a price per share of
         $6.9375, the average of the high and low price for the shares of
         Winnebago Industries, Inc. Common Stock as reported by The New York
         Stock Exchange, Inc. on July 14, 1997

PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Winnebago Industries, Inc.
("Winnebago" or the "Registrant") pursuant to the Securities Exchange Act of
1934 ("1934 ACT") are incorporated herein by reference:

                  (a) Annual Report on Form 10-K for the fiscal year ended
         August 31, 1996 of Winnebago; and

                  (b) Quarterly Reports on Form 10-Q for the quarters ended
         November 30, 1996, March 1, 1997 and May 31, 1997 of Winnebago; and

                  (c) Current Report on Form 8-K filed with the Commission on
         December 4, 1996; and

                  (d) The description of Winnebago's Common Stock which is
         contained in the Forms 8-A pursuant to Section 12(b) of the 1934 Act
         filed with the Commission on June 18, 1969 and June 16, 1971 (1934 Act
         File No. 1-6403).

         All documents subsequently filed by Winnebago pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 490.851 and 490.856 of the Iowa Business Corporation Act give
Iowa corporations the power to indemnify present and former directors and
officers under certain circumstances. The Amended and Restated Articles of
Incorporation of Winnebago provide for indemnification by Winnebago of certain
persons (including officers and directors) in connection with any action, suit
or proceeding brought or threatened against such person by reason of his
position with Winnebago or service at the request of Winnebago. The Amended and
Restated Articles of Incorporation further provide that indemnification shall
not be exclusive of any rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

         In addition, Winnebago maintains a directors' and officers' liability
insurance policy to insure its liability under the above-described provision of
its Amended and Restated Articles of Incorporation and to insure its individual
directors and officers against certain obligations not covered by such
provisions.

ITEM 8.  EXHIBITS

         See List of Exhibits on page II-6 hereof.

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 in 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.

         (b) The undersigned Registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each such
post-effective amendment and 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's annual
report 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.

         (c) 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 Securities Act of 1933 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 of 1933 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 Forest City, State of Iowa, on May 30, 1997.

                                             WINNEBAGO INDUSTRIES, INC.

                                             By: /s/ Fred G. Dohrmann
                                                 Fred G. Dohrmann
                                                 Chairman of the Board

                               POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Fred G. Dohrmann and Edwin F. Barker and each of them, his true and
lawful attorneys-in-fact and agents, with full power and substitution and
resubstitution for him in his name, place and stead, in any and all capacities
to sign any and all pre-effective and/or 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 under the Securities Act of 1933.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 30, 1997.

SIGNATURE                       TITLE

/s/ Fred G. Dohrmann            Chairman of the Board, Chief Executive Officer
Fred G. Dohrmann                and Director (Principal executive officer)

/s/ Edwin F. Barker             Vice President and Chief Financial Officer
Edwin F. Barker                 (Principal financial officer)

/s/ Brian Hrubes                Controller (Principal accounting officer)
Brian Hrubes

/s/ Gerald E. Boman             Director
Gerald E. Boman

/s/ Jerry N. Currie             Director
Jerry N. Currie

/s/ Bruce D. Hertzke            Director
Bruce D. Hertzke

/s/ John V. Hanson              Director
John V. Hanson

/s/ Gerald C. Kitch             Director
Gerald C. Kitch

/s/ Richard C. Scott            Director
Richard C. Scott

/s/ Joseph M. Shuster           Director
Joseph M. Shuster

/s/ Frederick M. Zimmerman      Director
Frederick M. Zimmerman

/s/ Francis L. Zrostlik         Director
Francis L. Zrostlik

 EXHIBIT                                                         PAGE NUMBER IN
 NUMBER                        DESCRIPTION                         SEQUENTIAL
                                                                NUMBERING SYSTEM

   4.1  Winnebago Industries, Inc. Directors' Deferred Compensation
        Plan........................................................

   5.1  Opinion of Chapman and Cutler...............................

  23.1  Consent of Chapman and Cutler (included in Exhibit 5.1
        hereto).....................................................

  23.2  Consent of Deloitte & Touche LLP............................

  24.1  Power of Attorney (included on Page II-4 of this
        Registration Statement).....................................